þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
11-3618510
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
þ
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Page
|
|||||
PART I:
|
FINANCIAL INFORMATION
|
||||
Item 1.
|
Condensed Consolidated Financial Statements and Notes (Unaudited) - Period Ended June 30, 2012
|
3
|
|||
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
23
|
|||
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
30
|
|||
Item 4.
|
Controls and Procedures
|
30
|
|||
PART II:
|
OTHER INFORMATION
|
||||
Item 1.
|
Legal Proceedings
|
31
|
|||
Item 1A.
|
Risk Factors
|
32
|
|||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
32
|
|||
Item 3.
|
Defaults upon Senior Securities
|
32
|
|||
Item 4.
|
Mine Safety Disclosures.
|
32
|
|||
Item 5.
|
Other Information
|
32
|
|||
Item 6.
|
Exhibits
|
33
|
|||
SIGNATURES
|
41
|
ITEM 1.
|
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES (UNAUDITED) - PERIOD ENDED JUNE 30, 2012
|
NTS, Inc. and Subsidiaries
|
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
|
June 30, 2012
|
CONTENTS
|
PAGE
|
|||
Condensed Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011
|
5 | |||
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2012 and 2011 (unaudited)
|
7 | |||
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011 (unaudited)
|
8 | |||
Notes to Condensed Consolidated Financial Statements (unaudited)
|
10 |
NTS, Inc. and Subsidiaries
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
June 30,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(unaudited)
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash
|
$ | 7,662,701 | $ | 6,563,514 | ||||
Accounts receivable, net
|
4,227,839 | 3,762,250 | ||||||
Prepaid expenses and other receivables
|
2,759,557 | 2,577,357 | ||||||
Deferred taxes
|
720,767 | 583,990 | ||||||
Inventory
|
190,495 | 193,077 | ||||||
Total current assets
|
15,561,359 | 13,680,188 | ||||||
BONDS ISSUANCE COSTS, NET
|
998,537 | 1,143,227 | ||||||
OTHER LONG-TERM ASSETS
|
2,791,015 | 2,769,232 | ||||||
RESTRICTED CASH
|
1,121,932 | 769,331 | ||||||
FIXED ASSETS, NET
|
78,894,699 | 71,250,071 | ||||||
INTANGIBLE ASSETS, NET
|
1,653,020 | 1,915,555 | ||||||
Total assets
|
$ | 101,020,562 | $ | 91,527,604 |
NTS, Inc. and Subsidiaries
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
June 30,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
(unaudited)
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Short-term bank credit and current maturities of notes payable
|
$
|
2,428,652
|
$
|
1,766,289
|
||||
Trade payables
|
8,684,054
|
6,690,440
|
||||||
Other liabilities and accrued expenses
|
4,236,389
|
4,621,863
|
||||||
Current maturities of obligations under capital leases
|
469,599
|
475,162
|
||||||
Current maturities of bonds
|
3,760,858
|
3,723,127
|
||||||
Total current liabilities
|
19,579,552
|
17,276,881
|
||||||
DEFERRED TAXES, NET
|
2,374,863
|
2,524,071
|
||||||
NOTES PAYABLE TO THE UNITED STATES DEPARTMENT OF AGRICULTURE, NET OF CURRENT MATURITIES
|
29,570,874
|
21,380,045
|
||||||
NOTES PAYABLE, NET OF CURRENT MATURITIES
|
10,809,228
|
11,307,638
|
||||||
BONDS PAYABLES, NET OF CURRENT MATURITIES
|
10,811,096
|
10,902,992
|
||||||
OBLIGATIONS UNDER CAPITAL LEASES, NET OF CURRENT MATURITIES
|
351,118
|
395,847
|
||||||
OTHER LONG-TERM LIABILITIES
|
43,515
|
72,704
|
||||||
Total liabilities
|
73,540,246
|
63,860,178
|
||||||
COMMITMENTS AND CONTINGENT LIABILITIES
|
SHAREHOLDERS' EQUITY:
|
||||||||
Common stock of $0.001 par value per share: 150,000,000 shares authorized; 41,186,596 issued and outstanding at June 30, 2012 and December 31, 2011
|
41,187
|
41,187
|
||||||
Additional paid-in capital
|
54,465,605
|
54,386,459
|
||||||
Foreign currency translation adjustment
|
(1,805,791
|
)
|
(1,805,791
|
)
|
||||
Retained earnings (deficit)
|
(25,220,685
|
)
|
(24,954,429
|
)
|
||||
Total Equity
|
27,480,316
|
27,667,426
|
||||||
Total liabilities and shareholders' equity
|
$
|
101,020,562
|
$
|
91,527,604
|
NTS, Inc. and Subsidiaries
|
||||||||||||||||
(Unaudited)
|
||||||||||||||||
Three months ended
|
Six months ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenues
|
||||||||||||||||
Services on Fiber-To-The-Premise network
|
$
|
4,513,105
|
$
|
3,041,161
|
$
|
8,585,772
|
$
|
5,986,561
|
||||||||
Leased local loop services and other
|
10,571,454
|
11,057,995
|
21,422,616
|
22,369,813
|
||||||||||||
Total Revenues
|
15,084,559
|
14,099,156
|
30,008,388
|
28,356,374
|
||||||||||||
Expenses
|
||||||||||||||||
Cost of services (excluding depreciation and amortization shown below)
|
6,820,276
|
6,849,829
|
13,942,930
|
13,861,304
|
||||||||||||
Selling, general and administrative
|
5,436,522
|
5,210,519
|
10,573,283
|
10,527,967
|
||||||||||||
Depreciation and amortization
|
1,452,468
|
1,227,181
|
2,986,441
|
2,396,463
|
||||||||||||
Financing expenses, net
|
1,119,237
|
1,728,264
|
2,560,936
|
3,252,694
|
||||||||||||
Other expenses
|
179,207
|
143,114
|
377,876
|
289,846
|
||||||||||||
Total Expenses
|
15,007,710
|
15,158,907
|
30,441,466
|
30,328,274
|
||||||||||||
Income (loss) before taxes
|
76,849
|
(1,059,751
|
)
|
(433,078
|
)
|
(1,971,900
|
)
|
|||||||||
Income tax benefit (expense)
|
(4,104
|
)
|
241,984
|
166,822
|
520,519
|
|||||||||||
Net income (loss)
|
$
|
72,745
|
$
|
(817,767
|
)
|
$
|
(266,256
|
)
|
$
|
(1,451,381
|
)
|
|||||
Basic and diluted income (loss) per share
|
$
|
0.00
|
* |
$
|
(0.04
|
)
|
$
|
(0.01
|
)
|
$
|
(0.07
|
)
|
||||
Basic and diluted weighted average number of shares outstanding
|
41,186,596
|
21,119,488
|
41,186,596
|
21,119,488
|
NTS, Inc. and Subsidiaries
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(Unaudited)
|
||||||||
Six months ended
|
||||||||
June 30,
|
||||||||
2012
|
2011
|
|||||||
Cash flow from operating activities:
|
||||||||
Net loss
|
$
|
(266,256
|
)
|
$
|
(1,451,381
|
)
|
||
Adjustments required to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
2,986,441
|
2,396,463
|
||||||
Compensation in connection with the issuance of warrants and options issued for professional services
|
79,146
|
141,627
|
||||||
Increase (decrease) in bad debt provision
|
228,184
|
245,798
|
||||||
Accrued interest and exchange rate on bonds
|
(151,274
|
)
|
1,278,342
|
|||||
Unearned Loss due to hedging
|
97,109
|
-
|
||||||
Expense of discounted debt from related party and related warrants
|
237,454
|
393,432
|
||||||
Gain on the disposal of fixed assets
|
-
|
(5,000
|
)
|
|||||
Decrease (increase) in bonds issuance cost, net
|
144,690
|
144,690
|
||||||
Decrease (increase) in account receivables
|
(693,773
|
)
|
(1,859,615
|
)
|
||||
Decrease (increase) in inventories
|
2,582
|
(49,771
|
)
|
|||||
Decrease (increase) in long-term receivables
|
(21,783
|
)
|
(24,161
|
)
|
||||
Decrease (increase) in prepaid expenses and other receivables
|
(182,200
|
)
|
586,775
|
|||||
Increase ( decrease) in other long-term liabilities
|
(29,189
|
)
|
(43,223
|
)
|
||||
Increase (decrease) in trade payables
|
(459,354
|
)
|
1,695,438
|
|||||
Increase (decrease) in other liabilities and accrued expenses
|
(385,474
|
)
|
(951,474
|
)
|
||||
Deferred tax provision
|
(285,985
|
)
|
(636,721
|
)
|
||||
Net cash provided by operating activities
|
1,300,318
|
1,861,219
|
||||||
Cash flow from investing activities:
|
||||||||
Proceeds from disposal of fixed assets
|
-
|
5,000
|
||||||
Purchase of equipment
|
(1,178,723
|
)
|
(1,367,003
|
)
|
||||
Purchase of equipment for the projects under the United States Department of Agriculture, net of grants
received |
(6,491,382
|
)
|
(2,825,992
|
)
|
||||
Net cash used in investing activities
|
(7,670,105
|
)
|
(4,187,995
|
)
|
NTS, Inc. and Subsidiaries
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
|
||||||||
(Unaudited)
|
||||||||
Six months ended
|
||||||||
June 30,
|
||||||||
2012
|
2011
|
|||||||
Cash flow from financing activities:
|
||||||||
Repayment of short-term loans from banks and others
|
(3,946,730
|
)
|
(538,204
|
)
|
||||
Proceeds from long-term loans
|
3,500,000
|
-
|
||||||
Repayment of capital lease obligation
|
(295,753
|
)
|
(580,425
|
)
|
||||
Proceeds from long-term loans from the United States Department of Agriculture
|
9,249,827
|
10,956,751
|
||||||
Repayment of long term loans from United States Department of Agriculture
|
(685,769
|
)
|
(275,290
|
)
|
||||
Decrease (increase) in restricted cash
|
(352,601
|
)
|
(6,600,845
|
)
|
||||
Net cash provided by financing activities
|
7,468,974
|
2,961,987
|
||||||
Net increase (decrease) in cash and cash equivalents
|
1,099,187
|
635,211
|
||||||
Cash and cash equivalents at the beginning of the period
|
6,563,514
|
1,217,427
|
||||||
Cash and cash equivalents at the end of period
|
$
|
7,662,701
|
$
|
1,852,638
|
||||
Supplemental disclosure of cash flows activities:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$
|
1,693,105
|
$
|
1,304,864
|
||||
Taxes
|
$
|
166,000
|
$
|
150,000
|
||||
Purchase of fixed assets by capital lease arrangements
|
$
|
245,461
|
$
|
170,806
|
||||
Purchase of fixed assets included in accounts payable
|
$
|
2,452,968
|
$
|
1,733,942
|
A.
|
NTS, Inc. (“NTSI” or “the Company”) was incorporated in the State of Nevada, U.S.A. in September 2000 under the name Xfone, Inc. The Company is a holding and managing company providing, 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.
|
Purchase assets and liabilities of CoBridge Telecom, LLC.
|
Fixed assets
|
$
|
108,079
|
||
Customer relationship
|
766,491
|
|||
Net assets acquired
|
$
|
874,570
|
||
Purchase price:
|
||||
Cash paid
|
$
|
306,030
|
||
Note payable
|
568,540
|
|||
Total
|
$
|
874,570
|
C.
|
Purchase assets and liabilities of Reach Broadband
|
Fixed assets
|
$
|
112,521
|
||
Customer relationship
|
566,184
|
|||
Net assets acquired
|
$
|
678,705
|
||
Purchase price:
|
||||
Cash paid
|
$ |
203,612
|
||
Note payable
|
475,093
|
|||
Total
|
$
|
678,705
|
D.
|
Liquidity
|
A.
|
Principles of Consolidation and Basis of Financial Statement Presentation
|
|
B.
|
Foreign Currency Translation
|
C.
|
Cash and Cash Equivalents
|
D.
|
Restricted Cash
|
E.
|
Accounts Receivable
|
F.
|
Other Intangible Assets
|
G.
|
Earnings Per Share
|
H.
|
Stock-Based Compensation
|
I.
|
Reclassification
|
J.
|
Income Taxes
|
K.
|
Derivative Instruments
|
L.
|
Recent Accounting Pronouncements
|
1.
|
Comprehensive Income (Topic 220). In June 2011, the Financial Accounting Standards Board (FASB) issued “Comprehensive Income (Topic 220) - Presentation of Comprehensive Income (Accounting Standards Update (ASU) 2011-05) which eliminates the presentation of the components of Other Comprehensive Income as part of the statement of changes in stockholders’ equity. The new standard requires an entity to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. The amendments in this ASU 2011-05 are applied retrospectively. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. In December 2011, FASB issued ASU 2011-12, “Comprehensive Income (Topic 220) – Deferral of the effective date for amendments to the presentation of reclassification of items out of Accumulated Other Comprehensive Income in ASU No 2011-05” to delay the proposed identification of reclassification adjustments in the consolidated statements of income. The Company does not anticipate adoption will have a material impact on the financial statements.
|
2.
|
Balance Sheet (Topic 210). In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-11 “Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities which require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual reporting periods beginning on or after January 1, 2013, with interim periods therein, and is to be implemented retrospectively.
|
1.
|
On October 6, 2011, the Company entered into a term loan, guarantee and security agreement (the “Original ICON Agreement”) between the following: (1) ICON Agent, LLC, 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).
On June 22, 2012 the Company entered into Amendment No. 1 to the Original ICON Agreement providing for:
|
(i)
|
An additional Term Loan in the amount of $3,500,000, for the payment of all liabilities owed to Burlingame,
|
(ii)
|
A Delayed Draw Term 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, upon the request made by the Company prior to September 25, 2012 and
|
(iii)
|
Certain other amendments to the Original ICON Loan as described in Amendment No. 1.
|
2.
|
NTS Telephone Company, LLC, a wholly owned subsidiary of NTSC, received approval from the Rural Utilities Service (“RUS”), a division of the United States Department of Agriculture, for an $11.8 million debt facility to complete a telecommunications overbuild project in Levelland, Texas. The principal of the RUS loan is repaid monthly starting one year from the advance date until full repayment after 17 years from each advance date. The loan bears interest at the average yield on outstanding marketable obligations of the United States having the final maturity comparable to the final maturity of the advance. Advances are provided as the construction progresses, and the interest rate is set based upon the prevailing rate at the time of each individual advance. The loan is non-recourse to NTSC and all other NTSC subsidiaries and is secured by NTS Telephone's assets which were $13.7 million at June 30, 2012. As of June 30, 2012, the current average weighted interest rate on the outstanding advances was 3.54%.
The total outstanding amount of these loans as of June 30, 2012 and December 31, 2011 are $9,953,550 and $10,312,900, respectively. The loans are to be repaid in monthly installments until 2024.
|
3.
|
PRIDE Network, Inc., a wholly owned subsidiary of NTSC, received approval from the Broadband Initiative Program of the American Recovery and Reinvestment Act, for a total $99.9 million funding in the form of $45.9 million in grants and $54 million in 19 to 20 year loans. The loans bear interest at the US Treasury rate for comparable loans with comparable maturities. The funding will allow the Company to develop its FTTP infrastructure, known as the PRIDE Network in northwestern Texas and further expand it to communities in southern Louisiana. Construction work of PRIDE Network's FTTP infrastructure started in October 2010. The total aggregate amount of these loans and grants as of June 30, 2012 is $21,049,460 and $17,107,108, respectively. The loans are non-recourse to NTSC and all other NTSC subsidiaries and are secured by PRIDE Network's assets which were $25.7 million at June 30, 2012. As of June 30, 2012, the current average weighted interest rate on the outstanding advances was 3.24%. As of June 30, 2012, the total amount of loan and grant available in the future is $32,525,916 and $28,769,813, respectively.
|
4.
|
On March 23, 2010, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an existing shareholder, Burlingame. As part of the Purchase Agreement, the Company issued a senior promissory note in the aggregate principal amount of $3,500,000, with a maturity date of March 22, 2012. Interest accrued at an annual rate of 10% and was payable quarterly. The note was not secured and had equal liquidation rights with the Company's Series A Bonds issued in Israel on December 13, 2007. The Company evaluated the fair value of each of the three securities that were issued under the Purchase Agreement (i.e., the promissory note, 2,173,913 shares of the Company’s common stock, and a warrant to purchase 950,000 shares of the Company’s common stock) and recorded the promissory note at its fair value of $2,556,240. The difference between the fair value and the principal amount was expensed ratably over the life of the promissory note.
On May 2, 2011, the Company entered into a First Amendment to the Promissory Note, pursuant to which the Company and Burlingame agreed to extend the maturity date of the Promissory Note from March 22, 2012 to March 22, 2013.
The effective interest rate of the Promissory Note was calculated at 22.1%. The total amount of discount recognized for the six months period ended June 30, 2012 was $252,796. The outstanding principal amount of the Promissory Note of $3,500,000 (plus accrued interest) was paid off on June 22, 2012.
|
5.
|
On April 25, 2011, NTSC entered into an Asset Purchase Agreement (the “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 the Agreement. The note was issued on July 1, 2011 and is payable in 36 equal monthly installments. The total outstanding amount of the note as of June 30, 2012 is $403,229.
|
6.
|
On September 16, 2011, NTSC entered into an Asset Purchase Agreement (the “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 Wolfforth Texas pursuant to the terms of the Agreement. The note was issued on December 1, 2011 and is payable in 36 equal monthly installments. The total outstanding amount of the note as of June 30, 2012 is $402,514.
|
June 30, 2012
|
||||
Outstanding balance (in NIS)
|
50,191,050 | |||
Accrued Interest (in NIS)
|
319,023 | |||
Increase in debt due to CPI adjustments (in NIS)
|
7,922,959 | |||
Unearned loss due to hedging (in NIS)
|
380,959 | |||
Total outstanding debt (in NIS)
|
58,813,991 | |||
Exchange rate
|
3.923 | |||
Total outstanding debt (USD)
|
$ | 14,992,096 | ||
Debt discount related to warrants
|
(420,142 | ) | ||
Total outstanding debt
|
14,571,954 | |||
Less current portion
|
3,760,858 | |||
Long-term portion
|
$ | 10,811,096 |
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.
|
Three months ended
June 30,
|
Six months ended
June 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Revenues:
|
||||||||||||||||
Services on Fiber-To-The-Premise network
|
29.9
|
%
|
21.6
|
%
|
28.6
|
%
|
21.1
|
%
|
||||||||
Leased local loop services and other
|
70.1
|
%
|
78.4
|
%
|
71.4
|
%
|
78.9
|
%
|
||||||||
Total Revenues
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
||||||||
Expenses:
|
||||||||||||||||
Cost of services (excluding depreciation and amortization)
|
45.2
|
%
|
48.6
|
%
|
46.5
|
%
|
48.9
|
%
|
||||||||
Selling, general and administrative
|
36.0
|
%
|
37.0
|
%
|
35.2
|
%
|
37.1
|
%
|
||||||||
Depreciation and amortization
|
9.6
|
%
|
8.7
|
%
|
10.0
|
%
|
8.5
|
%
|
||||||||
Financing expenses, net
|
7.4
|
%
|
12.2
|
%
|
8.5
|
%
|
11.5
|
%
|
||||||||
Other expenses
|
1.3
|
%
|
1.0
|
%
|
1.2
|
%
|
1.0
|
%
|
||||||||
Total expenses
|
99.5
|
%
|
107.5
|
%
|
101.4
|
%
|
107.0
|
%
|
||||||||
Income (loss) before taxes
|
0.5
|
%
|
(7.5)
|
%
|
(1.4)
|
%
|
(7.0)
|
%
|
||||||||
Net Income (loss)
|
0.5
|
%
|
(5.8)
|
%
|
(0.9)
|
%
|
(5.1)
|
%
|
Payments Due by Period
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Less than
1 Year
|
1-3 Years
|
4-5 Years
|
More than
5 Years
|
|||||||||||||||
Domestic Note Payable
|
$
|
11,805,744
|
$
|
996,516
|
$
|
3,721,728
|
$
|
7,087,500
|
$
|
-
|
||||||||||
Notes Payable from the United States Department of Agriculture
|
31,003,010
|
1,432,136
|
2,864,271
|
2,864,271
|
23,842,332
|
|||||||||||||||
Bonds
|
14,571,954
|
3,760,858
|
7,207,397
|
3,603,699
|
-
|
|||||||||||||||
Capital leases
|
820,717
|
469,599
|
339,009
|
12,109
|
-
|
|||||||||||||||
Operating leases
|
2,061,515
|
1,294,854
|
657,282
|
109,379
|
-
|
|||||||||||||||
Total contractual cash obligations
|
$
|
60,262,940
|
$
|
7,953,963
|
$
|
14,789,687
|
$
|
13,676,958
|
$
|
23,842,332
|
(i)
|
An additional Term Loan in the amount of $3,500,000, for the payment of all liabilities owed to Burlingame,
|
(ii)
|
A Delayed Draw Term 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, upon the request made by the Company prior to September 25, 2012 and
|
(iii)
|
Certain other amendments to the Original ICON Loan as described in Amendment No. 1.
|
Item 1.
|
Legal Proceedings
|
Exhibit Number
|
Description
|
|
2.
|
Agreement and plan of reorganization dated September 20, 2000, between the Company and Swiftnet Limited. (1)
|
|
3.1
|
Articles of Incorporation of the Company.(1)
|
|
3.1.1
|
Certificate of Amendment to the Articles of Incorporation of the Company, dated January 18, 2007. (56)
|
|
3.1.2
|
Certificate of Amendment to the Articles of Incorporation of the Company, dated January 25, 2012 (73)
|
|
3.6
|
Bylaws of Xfone USA, Inc. (7)
|
|
3.12
|
Reamended and Restated Bylaws of Xfone, Inc. dated November 18, 2010. (68)
|
|
4.
|
Specimen Stock Certificate and Specimen Warrant Certificate. (75)
|
|
4.1-4.8
|
Forms related to the Rights Offering of 2011.
|
|
10.1
|
Agreement dated May 11, 2000, between Swiftnet Limited and Guy Nissenson.(1)
|
|
10.2
|
Employment Agreement dated January 1, 2000 with Bosmat Houston. (1)
|
|
10.3
|
Loan Agreement dated August 5, 2000, with Swiftnet Limited, Guy Nissenson, and Nissim Levy.(1)
|
|
10.4
|
Promissory Note dated September 29, 2000, between the Company and Abraham Keinan.(1)
|
|
10.5
|
Stock Purchase Agreement dated June 19, 2000, between Swiftnet Limited, Abraham Keinan, and Campbeltown Business Ltd. (1)
|
|
10.6
|
Consulting Agreement dated May 11, 2000 between Swiftnet Limited and Campbeltown Business Ltd.(1)
|
|
10.7
|
Agreement dated July 30, 2001, with Campbeltown Business Ltd.(1)
|
|
10.8
|
Contract dated June 20, 1998, with WorldCom International Ltd.(1)
|
|
10.9
|
Contract dated April 11, 2000, with VoiceNet Inc.(1)
|
|
10.10
|
Contract dated April 25, 2000, with InTouchUK.com Ltd.(1)
|
|
10.11
|
Letter of Understanding dated July 30, 2001, from Campbeltown Business Ltd. to the Company.(2)
|
|
10.12
|
Agreement dated April 6, 2000, between Adar International, Inc./Mr. Sidney J. Golub and Swiftnet Limited. (2)
|
|
10.13
|
Lease Agreement dated December 4, 1991, between Elmtree Investments Ltd. and Swiftnet Limited.(2)
|
|
10.14
|
Lease Agreement dated October 8, 2001, between Postwick Property Holdings Limited and Swiftnet Limited. (2)
|
|
10.15
|
Agreement dated September 30, 2002, between the Company, Swiftnet Limited., and Nir Davison.(5)
|
|
10.16
|
As to Form: Shares and Warrant Purchase Agreement, Irrevocable Proxy, Warrant A, Warrant B and Registration Rights Agreement of Selling Shareholders Platinum Partners Value Arbitrage Fund LP, Countrywide Partners LLC and WEC Partners LLC. (6)
|
|
10.17
|
As to Form: Shares and Warrant Purchase Agreement, Irrevocable Proxy, Warrant A, Warrant B and Registration Rights Agreement of Selling Shareholders Simon Langbart, Robert Langbart, Arik Ecker, Zwi Ecker, Michael Derman, Errol Derman, Yuval Haim Sobel, Zvi Sobel, Tenram Investment Ltd., Michael Zinn, Michael Weiss. (6)
|
|
10.18
|
As to Form: Shares and Warrant Purchase Agreement, Irrevocable Proxy, Warrant A, Warrant B and Registration Rights Agreement of Selling Shareholders Southridge Partners LP and Southshore Capital Fund Ltd. (6)
|
|
10.19
|
As to Form: Shares and Warrant Purchase Agreement, Irrevocable Proxy, Warrant A, Warrant B and Registration Rights Agreement of Selling Shareholders Crestview Capital Master LLC. (6)
|
|
10.20
|
As to Form: Shares and Warrant Purchase Agreement, Irrevocable Proxy, Warrant A, Warrant B and Registration Rights Agreement of Selling Shareholders Adam Breslawsky, Oded Levy, Michael Epstein, Steven Frank, Joshua Lobel, Joshua Kazan and The Oberon Group LLC. (6)
|
|
10.21
|
Newco (Auracall Limited) Formation Agreement.(6)
|
|
10.22
|
Agreement with ITXC Corporation.(6)
|
10.23
|
Agreement with Teleglobe International.(6)
|
|
10.23.1
|
Amendment to Agreement with Teleglobe International.(6)
|
|
10.24
|
Agreement with British Telecommunications.(6)
|
|
10.25
|
Agreement with Easyair Limited (OpenAir).(6)
|
|
10.26
|
Agreement with Worldnet.(6)
|
|
10.27
|
Agreement with Portfolio PR.(6)
|
|
10.28
|
Agreement with Stern and Company.(6)
|
|
10.29
|
Letter to the Company dated December 31, 2003, from Abraham Keinan.(6)
|
|
10.30
|
Agreement between Swiftnet Limited and Dan Kirschner.(8)
|
|
10.31
|
Agreement and Plan of Merger.(7)
|
|
10.32
|
Escrow Agreement.(7)
|
|
10.33
|
Release Agreement.(7)
|
|
10.34
|
Employment Agreement date March 10, 2005, between Xfone USA, Inc. and Wade Spooner.(7)
|
|
10.34.1
|
Separation Agreement and Release, dated August 15, 2008, between Xfone USA, Inc. and Wade Spooner. (56)
|
|
10.35
|
Employment Agreement date March 10, 2005, between Xfone USA, Inc. and Ted Parsons.(7)
|
|
10.35.1
|
Separation Agreement and Release, dated August 15, 2008, between Xfone USA, Inc. and Ted Parsons. (56)
|
|
10.36
|
First Amendment to Agreement and Plan of Merger (to acquire WS Telecom, Inc.).(11)
|
|
10.37
|
Finders Agreement with The Oberon Group, LLC.(11)
|
|
10.38
|
Agreement with The Oberon Group, LLC.(11)
|
|
10.39
|
Management Agreement between WS Telecom, Inc. and Xfone USA, Inc.(8)
|
|
10.40
|
Engagement Letter to Tommy R. Ferguson, Confidentiality Agreement, and Executive Inventions Agreement dated August 19, 2004. (11)
|
|
10.41
|
Voting Agreement dated September 28, 2004.(11)
|
|
10.42
|
Novation Agreement executed September 27, 2004.(11)
|
|
10.43
|
Novation Agreement executed September 28, 2004.(11)
|
|
10.44
|
Investment Agreement dated August 26, 2004, with Ilan Shoshani.(12)
|
|
10.44.1
|
Addendum and Clarification to the Investment Agreement with Ilan Shoshani dated September 13, 2004. (12)
|
|
10.45
|
Agreement dated November 16, 2004, with Elite Financial Communications Group.(13)
|
|
10.46
|
Financial Services and Business Development Consulting Agreement dated November 18, 2004, with Dionysos Investments (1999) Ltd. (13)
|
|
10.47
|
Agreement and Plan of Merger to acquire I-55 Internet Services, Inc. dated August 18, 2005.(14)
|
|
10.48
|
Agreement and Plan of Merger to acquire I-55 Telecommunications, LLC dated August 26, 2005.(15)
|
|
10.49
|
Securities Purchase Agreement, dated September 27, 2005, by and between the Company and Laurus Master Fund, Ltd. (16)
|
|
10.50
|
Secured Convertible Term Note, dated September 27, 2005, by the Company in favor of Laurus Master Fund, Ltd.; Adjustment Provision Waiver Agreement, dated September 27, 2005, by and between the Company and Laurus Fund, Ltd. (16)
|
10.51
|
Common Stock Purchase Warrant, dated September 27, 2005, by the Company in favor of Laurus Master Fund, Ltd. (16)
|
|
10.52
|
Registration Rights Agreement, dated September 27, 2005, by and between the Company and Laurus Master Fund, Ltd. (16)
|
|
10.53
|
Master Security Agreement, dated September 27, 2005, by and between the Company, Xfone USA, Inc., eXpeTel Communications, Inc., Gulf Coast Utilities, Inc., and Laurus Master Fund, Ltd. (16)
|
|
10.54
|
Stock Pledge Agreement, dated September 27, 2005, by and between the Company, Xfone USA, Inc., and Laurus Master Fund, Ltd. (16)
|
|
10.55
|
Subsidiary Guarantee dated September 27, 2005, by Xfone USA, Inc., eXpeTel Communications, Inc. and Gulf Coast Utilities, Inc. in favor of Laurus Master Fund, Ltd. (16)
|
|
10.56
|
Funds Escrow Agreement, dated September 27, 2005, by and between the Company, Laurus Master Fund, Ltd. and Loeb & Loeb LLP; Disbursement Letter, dated September 27, 2005. (16)
|
|
10.57
|
Incremental Funding Side Letter, dated September 27, 2005, by and between the Company and Laurus Master Fund, Ltd. (16)
|
|
10.58
|
Securities Purchase Agreement dated September 28, 2005, by and between the Company and Crestview Capital Mater, LLC, Burlingame Equity Investors, LP, Burlingame Equity Investors II, LP, Burlingame Equity Investors (Offshore), Ltd., and Mercantile Discount - Provident Funds. (16)
|
|
10.59
|
Registration Rights Agreement, dated September 28, 2005, by and between the Company and Crestview Capital Mater, LLC, Burlingame Equity Investors, LP, Burlingame Equity Investors II, LP, Burlingame Equity Investors (Offshore), Ltd., and Mercantile Discount - Provident Funds. (16)
|
|
10.60
|
Common Stock Purchase Warrant, dated September 28, 2005, by the Company in favor of the Crestview Capital Mater, LLC, Burlingame Equity Investors, LP, Burlingame Equity Investors II, LP, Burlingame Equity Investors (Offshore), Ltd., and Mercantile Discount - Provident Funds. (16)
|
|
10.61
|
Escrow Agreement, dated September 28, 2005, by and between the Company, the Purchasers and Feldman Weinstein LLP. (16)
|
|
10.62
|
Management Agreement dated October 11, 2005.(17)
|
|
10.63
|
First Amendment to Agreement and Plan of Merger (to acquire I-55 Internet Services, Inc.), dated October 10, 2005. (17)
|
|
10.64
|
Letter Agreement with MCG Capital Corporation dated October 10, 2005.(17)
|
|
10.65
|
Securities Purchase Agreement, dated November 23, 2005, between the Company and Mercantile Discount - Provident Funds, Hadar Insurance Company Ltd., The Israeli Phoenix Assurance Company Ltd. and Gaon Gemel Ltd. (18)
|
|
10.66
|
Registration Rights Agreement, dated November 23, 2005, between the Company and Mercantile Discount - Provident Funds, Hadar Insurance Company Ltd., The Israeli Phoenix Assurance Company Ltd. and Gaon Gemel Ltd. (18)
|
|
10.67
|
Common Stock Purchase Warrant, dated November 23, 2005, by the Company in favor of Mercantile Discount - Provident Funds, Hadar Insurance Company Ltd., The Israeli Phoenix Assurance Company Ltd. and Gaon Gemel Ltd. (18)
|
|
10.68
|
Escrow Agreement, dated November 23, 2005, between the Company, the Escrow Agent, and Mercantile Discount - Provident Funds, Hadar Insurance Company Ltd., The Israeli Phoenix Assurance Company Ltd. and Gaon Gemel Ltd. (18)
|
|
10.69
|
Management Agreement with I-55 Telecommunications, LLC dated October 12, 2005.(19)
|
|
10.70
|
Agreement - General Terms and Conditions with EBI Comm, Inc., dated January 1, 2006.(21)
|
|
10.71
|
Asset Purchase Agreement with Canufly.net, Inc., dated January 10, 2006.(21)
|
|
10.72
|
Stock Purchase Agreement dated May 10, 2006, by and among the Company, Story Telecom, Inc., Story Telecom Limited, Story Telecom (Ireland) Limited, Nir Davison, and Trecastle Holdings Limited. (23)
|
|
10.73
|
Agreement dated May 25, 2006, by and among the Company and the shareholders of Equitalk.co.uk Limited. (24)
|
|
10.74
|
Securities Purchase Agreement, dated June 19, 2006, by and between the Company and the Purchasers. (25)
|
|
10.75
|
Registration Rights Agreement, dated June 19, 2006, by and between the Company and the Purchasers. (25)
|
|
10.76
|
Common Stock Purchase Warrant, dated June 19, 2006, by the Company in favor of the Purchasers.(25)
|
|
10.77
|
Escrow Agreement, dated June 19, 2006, by and between the Company, the Escrow Agent, and the Purchasers. (25)
|
|
10.78
|
Form of Indemnification Agreement between the Company and its Directors and Officers.(27)
|
10.79
|
Agreement to Purchase Promissory Note dated October 31, 2005, with Randall Wade James Tricou.(27)
|
|
10.80
|
Agreement to Purchase Promissory Note dated October 31, 2005, with Rene Tricou - Tricou Construction. (27)
|
|
10.81
|
Agreement to Purchase Promissory Note dated October 31, 2005, with Rene Tricou - Bon Aire Estates. (27)
|
|
10.82
|
Agreement to Purchase Promissory Note dated October 31, 2005, with Rene Tricou - Bon Aire Utility. (27)
|
|
10.83
|
Agreement to Purchase Promissory Note dated February 3, 2006, with Danny Acosta.(27)
|
|
10.84
|
Letter Agreement dated November 15, 2005, with Oberon Securities, LLC.(27)
|
|
10.85
|
Letter Agreement dated June 15, 2006, with Oberon Securities, LLC.(27)
|
|
10.86
|
Second Amendment to Agreement and Plan of Merger (to acquire WS Telecom, Inc.), dated June 28, 2006. (27)
|
|
10.87
|
General Contract for Services dated January 1, 2005, by and between the Company and Swiftnet Limited. (27)
|
|
10.88
|
Service Agreement dated December 6, 2005, by and between the Company and Elite Financial Communications Group, LLC. (27)
|
|
10.89
|
Agreement for Market Making in Securities dated July 31, 2006, by and between the Company and Excellence Nessuah Stock Exchange Services Ltd. (27)
|
|
10.90
|
Shareholders Loan Agreement, dated September 27, 2006, by and between Auracall Limited, Swiftnet Limited, and Dan Kirschner. (28)
|
|
10.91
|
Service Agreement, dated November 7, 2006, by and between the Company and Institutional Marketing Services, Inc. (28)
|
|
10.92
|
Consultancy Agreement, dated November 20, 2006, by and between the Company and Crestview Capital Partners, LLP. (29)
|
|
10.93
|
Agreement dated December 24, 2006, by and between the Company, Halman-Aldubi Provident Funds Ltd., and Halman-Aldubi Pension Funds Ltd. (translation from Hebrew). (31)
|
|
10.94
|
First Amendment to Financial Services and Business Development Consulting Agreement dated February 8, 2007, by and between the Company and Dionysos Investments (1999) Ltd. (33)
|
|
10.95
|
Agreement dated February 8, 2007, by and between the Company, Swiftnet Limited, Campbeltown Business, Ltd., and Mr. Abraham Keinan. (33)
|
|
10.96
|
First Amendment to General Contract for Services, dated March 14, 2007, by and between the Company and Swiftnet Limited. (34)
|
|
10.97
|
Employment Agreement, dated March 28, 2007, between Swiftnet Limited and Abraham Keinan.(34)
|
|
10.98
|
Consulting Agreement, dated March 28, 2007, between the Company and Abraham Keinan. (34)
|
|
10.99
|
Employment Agreement, dated March 28, 2007, between Swiftnet Limited and Guy Nissenson.(34)
|
|
10.100
|
Consulting Agreement, dated March 28, 2007, between the Company and Guy Nissenson.(34)
|
|
10.101
|
Settlement Agreement and Release dated May 31, 2007, by and among Embarq Logistics, Inc, Xfone USA, Inc. and the Company. (35)
|
|
10.102
|
Promissory Note dated May 31, 2007, by Xfone USA, Inc.(35)
|
|
10.103
|
Parent Guarantee dated as of May 31, 2007 by the Company in favor of Embarq Logistics, Inc.(35)
|
|
10.104
|
Share Purchase Agreement dated August 15, 2007, by and between Dan Kirschner, as Seller, Swiftnet Limited, as Buyer, and Xfone, Inc. (36)
|
|
10.105
|
Inter-Company Loan Agreement dated August 15, 2007, by and between Auracall Limited, as Lender, and Swiftnet Limited, as Borrower. (36)
|
|
10.106
|
Stock Purchase Agreement dated August 22, 2007, by and among the Company, NTS Communications, Inc., and the Shareholders of NTS Communications, Inc. (37)
|
|
10.107
|
Letter of Joint Venture dated June 15, 2007, by and among the Company and NTS Holdings, Inc.(37)
|
|
10.107.1
|
Form of Free Cash Flow Participation Agreement to be Entered into between the Company and NTS Holdings, Inc. Upon Consummation of the Acquisition. (37)
|
|
10.107.2
|
Form of Employment Agreement to be entered into between NTS Communications, Inc. and Barbara Baldwin upon Consummation of the Acquisition. (37)
|
|
10.107.3
|
Form of Employment Agreement to be entered into between NTS Communications, Inc. and Jerry Hoover upon Consummation of the Acquisition. (37)
|
|
10.107.4
|
Form of Employment Agreement to be entered into between NTS Communications, Inc. and Brad Worthington upon Consummation of the Acquisition. (37)
|
|
10.108
|
Employment Contract signed on August 26, 2007, by and between the Company’s Israeli based Subsidiary Xfone 018 ltd. and Roni Haliva. (38)
|
|
10.109
|
Subscription Agreement for the Purchase of Shares of Common Stock of the Company Dated October 23, 2007. (39)
|
|
10.110
|
Subscription Agreement for the Purchase of Shares of Common Stock of the Company Dated November 1, 2007. (41)
|
10.111
|
Form of Subscription Agreement for the Purchase of Units Consisting of Two Shares of Common Stock and One Common Stock Purchase Warrant. (42)
|
|
10.112
|
Form of Common Stock Purchase Warrant.(42)
|
|
10.113
|
First Amendment to Stock Purchase Agreement.(43)
|
|
10.114.1
|
Employment agreement dated as of February 26, 2008, by and among NTS Communications, Inc. and Barbara Baldwin. (44)
|
|
10.114.2
|
Employment agreement dated as of February 26, 2008, by and among NTS Communications, Inc. and Jerry Hoover. (44)
|
|
10.114.3
|
Employment agreement dated as of February 26, 2008, by and among NTS Communications, Inc. and Brad Worthington (44)
|
|
10.115
|
Free cash flow participation agreement dated as of February 26, 2008, by and among Xfone, Inc. and NTS Holdings, Inc. (44)
|
|
10.116
|
Escrow agreement dated as of February 26, 2008, by and among Xfone, Inc., Chris Chelette, Robert Healea and Kevin Buxkemper the NTS shareholders representatives, and Trustmark National Bank, as Escrow Agent. (44)
|
|
10.117
|
Release, effective as of February 26, 2008, entered into by each of Barbara Baldwin, Jerry Hoover and Brad Worthington (44)
|
|
10.118
|
Noncompetition, nondisclosure and nonsolicitation agreement dated as of February 26, 2008, by and among Xfone, Inc., Telephone Electronics Corporation, Joseph D. Fail, Chris Chelette, Robert Healea, Joey Garner, and Walter Frank. (44)
|
|
10.119
|
Second amendment to stock purchase agreement entered into by each of February 26, 2008 by and among Xfone, Inc., NTS Communications, Inc. and Chris Chelette, Robert Healea and Kevin Buxkemper, as the NTS shareholders representatives. (44)
|
|
10.120
|
Modification of Financial Consulting Agreement between Xfone, Inc. and Oberon Securities, LLC in connection with NTS Communications Transaction. (45)
|
|
10.121
|
Fees Due to Oberon Securities, LLC from Xfone, Inc. in connection with services provided in conjunction with the acquisition of NTS Communications, Inc. (45)
|
|
10.122
|
Agreement of Principles dated March 17, 2008 by and between Xfone 018 Ltd. and Tiv Taam Holdings 1 Ltd. (Free Translation from Hebrew). (46)
|
|
10.123
|
Compromise Agreement dated March 25, 2008, between Xfone, Inc., Story Telecom, Inc., Story Telecom Limited, Trecastle Holdings Limited and Nir Davison. (47)
|
|
10.124
|
Securities Purchase Agreement dated March 25, 2008, between Xfone, Inc., Trecastle Holdings Limited and Nir Davison. (47)
|
|
10.125
|
Third Amendment to Stock Purchase Agreement entered into as of April 25, 2008 by and among Chris Chelette, Robert Healea and Kevin Buxkemper, as Sellers’ Representative, NTS Communications, Inc. and Xfone, Inc. (48)
|
|
10.126
|
Irrevocable Option Agreement dated as of July 1, 2008 by and between Abraham Keinan and Guy Nissenson (49)
|
|
10.127
|
Indenture, entered into on December 13, 2007, as amended and restated on October 27, 2008, between Xfone, Inc. and Ziv Haft Trusts Company Ltd. (free translation from Hebrew). (51)
|
|
10.128
|
Form of warrant (free translation from Hebrew). (51)
|
|
10.129
|
Underwriting Agreement between Xfone, Inc., Excellence Nessuah Underwriting (1993) Ltd. and The First International & Co. - Underwriting and Investments Ltd., dated November 2, 2008 (free translation from Hebrew). (52)
|
|
10.130
|
Market Making Agreement dated December 24, 2008, by and between Xfone, Inc. and Harel Finance Trade & Securities Ltd. (Free translation from Hebrew) (54)
|
|
10.131
|
Second Amendment to Financial Services and Business Development Consulting Agreement dated January 15, 2009, by and between Xfone, Inc. and Dionysos Investments (1999) Ltd. (55)
|
|
10.132
|
Employment Agreement between NTS Communications, Inc. and Niv Krikov dated July 1, 2009. (59)
|
|
10.133
|
Agreement dated November 20, 2009 between Xfone, Inc., David Sela and Blokshtil Ltd. (English translation). (60)
|
|
10.134
|
Loan Agreement dated as of December 10, 2009, between Swiftnet Limited, Iddo Keinan, Xfone, Inc., Auracall Limited, Equitalk.co.uk Limited and Story Telecom Limited. (61)
|
|
10.135
|
General Release and Settlement Agreement dated December 28, 2009 between Xfone, Inc., and the selling shareholders of NTS Communications, Inc. (62)
|
|
10.136
|
Agreement dated January 29, 2010 by and between Xfone, Inc., Abraham Keinan, and AMIT K Limited. (63)
|
|
10.137
|
Agreement dated January 29, 2010 by and between Xfone, Inc. and Abraham Keinan. (63)
|
|
10.138
|
Agreement dated January 29, 2010 by and between Abraham Keinan, Guy Nissenson and Campbeltown Business Ltd. (63)
|
|
10.139
|
Securities Purchase Agreement dated effective as of March 23, 2010. (64)
|
|
10.140
|
Form of Subscription Agreement dated as of March 23, 2010. (64)
|
10.141
|
Contract dated May 14, 2010 by and between Xfone, Inc., Newcall Ltd., Margo Pharma, Ltd., and Marathon Telecom Ltd. (English translation) (65)
|
|
10.142
|
Employment Agreement entered into on June 30, 2010 between Xfone, Inc. and Guy Nissenson (Free translation from Hebrew) (66)
|
|
10.143
|
First Amendment to Consulting Agreement dated June 30, 2010 between Xfone, Inc. and Guy Nissenson (66)
|
|
10.144
|
Severance Agreement entered into on September 20, 2010 between Xfone, Inc. and Guy Nissenson. (67)
|
|
10.145
|
Third Amendment to Financial Services and Business Development Consulting Agreement dated December 27, 2010, by and between Xfone, Inc. and Dionysos Investments (1999) Ltd. (69)
|
|
10.146
|
First Amendment to Senior Promissory Note, dated as of May 2, 2011. (71)
|
|
10.147
|
Term Loan, Guarantee and Security Agreement dated October 6, 2011. (72)
|
|
10.148
|
Employment and Severance Agreement dated March 6, 2012 between NTS, Inc., NTS Communications, Inc. and Guy Nissenson. (74)
|
|
10.149
|
Amendment No. 1 to Term Loan, Guarantee and Security Agreement dated June 22, 2012. (76)
|
|
10.150
|
Amendment No. 2 to the Term Loan, Guarantee and Security Agreement dated August 9, 2012.*
|
|
16.2
|
Letter dated June 1, 2009 from Stark Winter Schenkein & Co., LLP to the Securities and Exchange Commission. (58)
|
|
21.2
|
List of Subsidiaries (amended as of March 2012). (75)
|
|
31.1
|
Certification pursuant to section 302 of the Sarbanes - Oxley Act of 2002.*
|
|
31.2
|
Certification pursuant to section 302 of the Sarbanes - Oxley Act of 2002.*
|
|
32.1
|
Certification pursuant to section 906 of the Sarbanes - Oxley Act of 2002.*
|
|
32.2
|
Certification pursuant to section 906 of the Sarbanes - Oxley Act of 2002.*
|
(1)
|
Denotes previously filed exhibits: filed on August 10, 2001 with Xfone, Inc.’s SB-2 Registration Statement.
|
||
(2)
|
Denotes previously filed exhibits: filed on October 16, 2001 with Xfone, Inc.’s SB-2/Amendment 1 Registration Statement.
|
||
(5)
|
Denotes previously filed exhibit: filed on March 3, 2003 with Xfone, Inc.’s SB-2/Post Effective Amendment 2 Registration Statement.
|
||
(6)
|
Denotes previously filed exhibit: filed on April 15, 2004 with Xfone’s, Inc. SB-2 Amendment 1 Registration Statement.
|
||
(7)
|
Denotes previously filed exhibit: filed on June 1, 2004 with Xfone, Inc.’s Form 8-K.
|
||
(8)
|
Denotes previously filed exhibit: filed on June 7, 2004 with Xfone, Inc.’s SB-2/Amendment 2 Registration Statement.
|
||
(9)
|
Denotes previously filed exhibit: filed on August 11, 2004 with Xfone’s, Inc. SB-2 Amendment 3 Registration Statement.
|
||
(10)
|
Denotes previously filed exhibit: filed on September 13, 2004 with Xfone’s, Inc. SB-2 Amendment 4 Registration Statement.
|
||
(11)
|
Denotes previously filed exhibits: filed on October 4, 2004 with Xfone, Inc.’s Form 8-K
|
||
(12)
|
Denotes previously filed exhibits: filed on November 29, 2004 with Xfone, Inc.’s Form 8-K.
|
||
(13)
|
Denotes previously filed exhibits; filed on March 31, 2005 with Xfone, Inc.’s Form 10-KSB.
|
||
(14)
|
Denotes previously filed exhibit: filed on August 22, 2005 with Xfone, Inc.’s Form 8-K.
|
||
(15)
|
Denotes previously filed exhibit: filed on August 31, 2005 with Xfone, Inc.’s Form 8-K.
|
(16)
|
Denotes previously filed exhibits: filed on October 3, 2005 with Xfone, Inc.’s Form 8-K.
|
||
(17)
|
Denotes previously filed exhibits: filed on October 11, 2005 with Xfone, Inc.’s Form 8-K/A #1.
|
||
(18)
|
Denotes previously filed exhibits: filed on November 29, 2005 with Xfone, Inc.’s Form 8-K.
|
||
(19)
|
Denotes previously filed exhibit: filed on January 23, 2006 with Xfone, Inc.’s Form 8-K/A #3.
|
||
(21)
|
Denotes previously filed exhibit: filed on January 31, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(23)
|
Denotes previously filed exhibit: filed on May 16, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(24)
|
Denotes previously filed exhibit: filed on May 30, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(25)
|
Denotes previously filed exhibits: filed on June 20, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(27)
|
Denotes previously filed exhibits: filed on July 31, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(28)
|
Denotes previously filed exhibits: filed on November 14, 2006 with Xfone, Inc.’s Form 10-QSB.
|
||
(29)
|
Denotes previously filed exhibit: filed on November 22, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(31)
|
Denotes previously filed exhibit: filed on December 28, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(33)
|
Denotes previously filed exhibits: filed on February 8, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(34)
|
Denotes previously filed exhibits; filed on March 30, 2007 with Xfone, Inc.’s Form 10-KSB.
|
||
(35)
|
Denotes previously filed exhibits: filed on May 31, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(36)
|
Denotes previously filed exhibits: filed on August 15, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(37)
|
Denotes previously filed exhibits: filed on August 22, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(38)
|
Denotes previously filed exhibit: filed on August 27, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(39)
|
Denotes previously filed exhibit: filed on October 23, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(41)
|
Denotes previously filed exhibit: filed on November 5, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(42)
|
Denotes previously filed exhibits: filed on December 14, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(43)
|
Denotes previously filed exhibit: filed on February 14, 2008 with Xfone, Inc.’s Form 8-K.
|
||
(44)
|
Denotes previously filed exhibits: filed on February 26, 2008 with Xfone, Inc.’s Form 8-K.
|
||
(45)
|
Denotes previously filed exhibits: filed on March 6, 2008 with Xfone, Inc.’s Form 8-K.
|
||
(46)
|
Denotes previously filed exhibit: filed on March 17, 2008 with Xfone, Inc.’s Form 8-K.
|
||
(47)
|
Denotes previously filed exhibits: filed on March 25 with Xfone, Inc.’s Form 8-K.
|
||
(48)
|
Denotes previously filed exhibit: filed on May 1, 2008 with Xfone, Inc.‘s Form 8-K.
|
||
(49)
|
Denotes previously filed exhibit: filed on July 1, 2008 with Xfone, Inc.‘s Form 8-K.
|
(51)
|
Denotes previously filed exhibit: filed on October 28, 2008 with Xfone, Inc.‘s Form 8-K.
|
||
(52)
|
Denotes previously filed exhibit: filed on November 4, 2008 with Xfone, Inc.‘s Form 8-K.
|
||
(54)
|
Denotes previously filed exhibit: filed on December 24, 2008 with Xfone, Inc.‘s Form 8-K.
|
||
(55)
|
Denotes previously filed exhibit: filed on January 16, 2009 with Xfone, Inc.‘s Form 8-K.
|
||
(56)
|
Denotes previously filed exhibit: filed on April 1, 2010 with Xfone, Inc.‘s Form 10-K.
|
||
(58)
|
Denotes previously filed exhibit: filed on June 3, 2009 with Xfone, Inc.‘s Form 8-K/A.
|
||
(59)
|
Denotes previously filed exhibit: filed on July 1, 2009 with Xfone, Inc.‘s Form 8-K.
|
||
(60)
|
Denotes previously filed exhibit: filed on November 30, 2009 with Xfone, Inc.‘s Form 8-K.
|
||
(61)
|
Denotes previously filed exhibit: filed on December 11, 2009 with Xfone, Inc.‘s Form 8-K.
|
||
(62)
|
Denotes previously filed exhibit: filed on December 29, 2009 with Xfone, Inc.‘s Form 8-K.
|
||
(63)
|
Denotes previously filed exhibits: filed on January 29, 2010 with Xfone, Inc.‘s Form 8-K.
|
||
(64)
|
Denotes previously filed exhibits: filed on March 23, 2010 with Xfone, Inc.‘s Form 8-K.
|
||
(65)
|
Denotes previously filed exhibits: filed on June 1, 2010 with Xfone, Inc.’s Form 8-K.
|
||
(66)
|
Denotes previously filed exhibits: filed on June 30, 2010 with Xfone, Inc.’s Form 8-K.
|
||
(67)
|
Denotes previously filed exhibits: filed on September 20, 2010 with Xfone, Inc.’s Form 8-K.
|
||
(68)
|
Denotes previously filed exhibit: filed on November 18, 2010 with Xfone, Inc.’s Form 8-K.
|
||
(69)
|
Denotes previously filed exhibit: filed on December 27, 2010 with Xfone, Inc.’s Form 8-K.
|
||
(71)
|
Denotes previously filed exhibit: filed on May 2, 2011 with Xfone, Inc.’s Form 8-K.
|
||
(72)
|
Denotes previously filed exhibit: filed on October 6, 2011 with Xfone, Inc.’s Form 8-K.
|
||
(73)
|
Denotes previously filed exhibit: filed on February 1, 2012 with Xfone, Inc.’s Form 8-K.
|
||
(74)
|
Denotes previously filed exhibit: filed on March 6, 2012 with NTS, Inc.’s Form 8-K.
|
||
(75)
|
Denotes previously filed exhibits: filed on March 30, 2012 with NTS, Inc.’s Form 10-K.
|
||
(76)
|
Denotes previously filed exhibit: filed on June 25, 2012 with NTS, Inc.’s Form 8-K.
|
NTS, INC.
|
|||
Date: August 13, 2012
|
By:
|
/s/ Guy Nissenson
|
|
Guy Nissenson
|
|||
President, Chief Executive Officer
and Chairman of the Board
|
|||
(principal executive officer)
|
Date: August 13, 2012
|
By:
|
/s/ Niv Krikov
|
|
Niv Krikov
|
|||
Principal Accounting Officer, Treasurer,
Chief Financial Officer and Director
(principal accounting and financial officer)
|
Exhibit Number
|
Description
|
|
2.
|
Agreement and plan of reorganization dated September 20, 2000, between the Company and Swiftnet Limited. (1)
|
|
3.1
|
Articles of Incorporation of the Company.(1)
|
|
3.1.1
|
Certificate of Amendment to the Articles of Incorporation of the Company, dated January 18, 2007. (56)
|
|
3.1.2
|
Certificate of Amendment to the Articles of Incorporation of the Company, dated January 25, 2012 (73)
|
|
3.6
|
Bylaws of Xfone USA, Inc. (7)
|
|
3.12
|
Reamended and Restated Bylaws of Xfone, Inc. dated November 18, 2010. (68)
|
|
4.
|
Specimen Stock Certificate and Specimen Warrant Certificate. (75)
|
|
4.1-4.8
|
Forms related to the Rights Offering of 2011.
|
|
10.1
|
Agreement dated May 11, 2000, between Swiftnet Limited and Guy Nissenson.(1)
|
|
10.2
|
Employment Agreement dated January 1, 2000 with Bosmat Houston. (1)
|
|
10.3
|
Loan Agreement dated August 5, 2000, with Swiftnet Limited, Guy Nissenson, and Nissim Levy.(1)
|
|
10.4
|
Promissory Note dated September 29, 2000, between the Company and Abraham Keinan.(1)
|
|
10.5
|
Stock Purchase Agreement dated June 19, 2000, between Swiftnet Limited, Abraham Keinan, and Campbeltown Business Ltd. (1)
|
|
10.6
|
Consulting Agreement dated May 11, 2000 between Swiftnet Limited and Campbeltown Business Ltd.(1)
|
|
10.7
|
Agreement dated July 30, 2001, with Campbeltown Business Ltd.(1)
|
|
10.8
|
Contract dated June 20, 1998, with WorldCom International Ltd.(1)
|
|
10.9
|
Contract dated April 11, 2000, with VoiceNet Inc.(1)
|
|
10.10
|
Contract dated April 25, 2000, with InTouchUK.com Ltd.(1)
|
|
10.11
|
Letter of Understanding dated July 30, 2001, from Campbeltown Business Ltd. to the Company.(2)
|
|
10.12
|
Agreement dated April 6, 2000, between Adar International, Inc./Mr. Sidney J. Golub and Swiftnet Limited. (2)
|
|
10.13
|
Lease Agreement dated December 4, 1991, between Elmtree Investments Ltd. and Swiftnet Limited.(2)
|
|
10.14
|
Lease Agreement dated October 8, 2001, between Postwick Property Holdings Limited and Swiftnet Limited. (2)
|
|
10.15
|
Agreement dated September 30, 2002, between the Company, Swiftnet Limited., and Nir Davison.(5)
|
|
10.16
|
As to Form: Shares and Warrant Purchase Agreement, Irrevocable Proxy, Warrant A, Warrant B and Registration Rights Agreement of Selling Shareholders Platinum Partners Value Arbitrage Fund LP, Countrywide Partners LLC and WEC Partners LLC. (6)
|
|
10.17
|
As to Form: Shares and Warrant Purchase Agreement, Irrevocable Proxy, Warrant A, Warrant B and Registration Rights Agreement of Selling Shareholders Simon Langbart, Robert Langbart, Arik Ecker, Zwi Ecker, Michael Derman, Errol Derman, Yuval Haim Sobel, Zvi Sobel, Tenram Investment Ltd., Michael Zinn, Michael Weiss. (6)
|
|
10.18
|
As to Form: Shares and Warrant Purchase Agreement, Irrevocable Proxy, Warrant A, Warrant B and Registration Rights Agreement of Selling Shareholders Southridge Partners LP and Southshore Capital Fund Ltd. (6)
|
|
10.19
|
As to Form: Shares and Warrant Purchase Agreement, Irrevocable Proxy, Warrant A, Warrant B and Registration Rights Agreement of Selling Shareholders Crestview Capital Master LLC. (6)
|
|
10.20
|
As to Form: Shares and Warrant Purchase Agreement, Irrevocable Proxy, Warrant A, Warrant B and Registration Rights Agreement of Selling Shareholders Adam Breslawsky, Oded Levy, Michael Epstein, Steven Frank, Joshua Lobel, Joshua Kazan and The Oberon Group LLC. (6)
|
|
10.21
|
Newco (Auracall Limited) Formation Agreement.(6)
|
|
10.22
|
Agreement with ITXC Corporation.(6)
|
10.23
|
Agreement with Teleglobe International.(6)
|
|
10.23.1
|
Amendment to Agreement with Teleglobe International.(6)
|
|
10.24
|
Agreement with British Telecommunications.(6)
|
|
10.25
|
Agreement with Easyair Limited (OpenAir).(6)
|
|
10.26
|
Agreement with Worldnet.(6)
|
|
10.27
|
Agreement with Portfolio PR.(6)
|
|
10.28
|
Agreement with Stern and Company.(6)
|
|
10.29
|
Letter to the Company dated December 31, 2003, from Abraham Keinan.(6)
|
|
10.30
|
Agreement between Swiftnet Limited and Dan Kirschner.(8)
|
|
10.31
|
Agreement and Plan of Merger.(7)
|
|
10.32
|
Escrow Agreement.(7)
|
|
10.33
|
Release Agreement.(7)
|
|
10.34
|
Employment Agreement date March 10, 2005, between Xfone USA, Inc. and Wade Spooner.(7)
|
|
10.34.1
|
Separation Agreement and Release, dated August 15, 2008, between Xfone USA, Inc. and Wade Spooner. (56)
|
|
10.35
|
Employment Agreement date March 10, 2005, between Xfone USA, Inc. and Ted Parsons.(7)
|
|
10.35.1
|
Separation Agreement and Release, dated August 15, 2008, between Xfone USA, Inc. and Ted Parsons. (56)
|
|
10.36
|
First Amendment to Agreement and Plan of Merger (to acquire WS Telecom, Inc.).(11)
|
|
10.37
|
Finders Agreement with The Oberon Group, LLC.(11)
|
|
10.38
|
Agreement with The Oberon Group, LLC.(11)
|
|
10.39
|
Management Agreement between WS Telecom, Inc. and Xfone USA, Inc.(8)
|
|
10.40
|
Engagement Letter to Tommy R. Ferguson, Confidentiality Agreement, and Executive Inventions Agreement dated August 19, 2004. (11)
|
|
10.41
|
Voting Agreement dated September 28, 2004.(11)
|
|
10.42
|
Novation Agreement executed September 27, 2004.(11)
|
|
10.43
|
Novation Agreement executed September 28, 2004.(11)
|
|
10.44
|
Investment Agreement dated August 26, 2004, with Ilan Shoshani.(12)
|
|
10.44.1
|
Addendum and Clarification to the Investment Agreement with Ilan Shoshani dated September 13, 2004. (12)
|
|
10.45
|
Agreement dated November 16, 2004, with Elite Financial Communications Group.(13)
|
|
10.46
|
Financial Services and Business Development Consulting Agreement dated November 18, 2004, with Dionysos Investments (1999) Ltd. (13)
|
|
10.47
|
Agreement and Plan of Merger to acquire I-55 Internet Services, Inc. dated August 18, 2005.(14)
|
|
10.48
|
Agreement and Plan of Merger to acquire I-55 Telecommunications, LLC dated August 26, 2005.(15)
|
|
10.49
|
Securities Purchase Agreement, dated September 27, 2005, by and between the Company and Laurus Master Fund, Ltd. (16)
|
|
10.50
|
Secured Convertible Term Note, dated September 27, 2005, by the Company in favor of Laurus Master Fund, Ltd.; Adjustment Provision Waiver Agreement, dated September 27, 2005, by and between the Company and Laurus Fund, Ltd. (16)
|
10.51
|
Common Stock Purchase Warrant, dated September 27, 2005, by the Company in favor of Laurus Master Fund, Ltd. (16)
|
|
10.52
|
Registration Rights Agreement, dated September 27, 2005, by and between the Company and Laurus Master Fund, Ltd. (16)
|
|
10.53
|
Master Security Agreement, dated September 27, 2005, by and between the Company, Xfone USA, Inc., eXpeTel Communications, Inc., Gulf Coast Utilities, Inc., and Laurus Master Fund, Ltd. (16)
|
|
10.54
|
Stock Pledge Agreement, dated September 27, 2005, by and between the Company, Xfone USA, Inc., and Laurus Master Fund, Ltd. (16)
|
|
10.55
|
Subsidiary Guarantee dated September 27, 2005, by Xfone USA, Inc., eXpeTel Communications, Inc. and Gulf Coast Utilities, Inc. in favor of Laurus Master Fund, Ltd. (16)
|
|
10.56
|
Funds Escrow Agreement, dated September 27, 2005, by and between the Company, Laurus Master Fund, Ltd. and Loeb & Loeb LLP; Disbursement Letter, dated September 27, 2005. (16)
|
|
10.57
|
Incremental Funding Side Letter, dated September 27, 2005, by and between the Company and Laurus Master Fund, Ltd. (16)
|
|
10.58
|
Securities Purchase Agreement dated September 28, 2005, by and between the Company and Crestview Capital Mater, LLC, Burlingame Equity Investors, LP, Burlingame Equity Investors II, LP, Burlingame Equity Investors (Offshore), Ltd., and Mercantile Discount - Provident Funds. (16)
|
|
10.59
|
Registration Rights Agreement, dated September 28, 2005, by and between the Company and Crestview Capital Mater, LLC, Burlingame Equity Investors, LP, Burlingame Equity Investors II, LP, Burlingame Equity Investors (Offshore), Ltd., and Mercantile Discount - Provident Funds. (16)
|
|
10.60
|
Common Stock Purchase Warrant, dated September 28, 2005, by the Company in favor of the Crestview Capital Mater, LLC, Burlingame Equity Investors, LP, Burlingame Equity Investors II, LP, Burlingame Equity Investors (Offshore), Ltd., and Mercantile Discount - Provident Funds. (16)
|
|
10.61
|
Escrow Agreement, dated September 28, 2005, by and between the Company, the Purchasers and Feldman Weinstein LLP. (16)
|
|
10.62
|
Management Agreement dated October 11, 2005.(17)
|
|
10.63
|
First Amendment to Agreement and Plan of Merger (to acquire I-55 Internet Services, Inc.), dated October 10, 2005. (17)
|
|
10.64
|
Letter Agreement with MCG Capital Corporation dated October 10, 2005.(17)
|
|
10.65
|
Securities Purchase Agreement, dated November 23, 2005, between the Company and Mercantile Discount - Provident Funds, Hadar Insurance Company Ltd., The Israeli Phoenix Assurance Company Ltd. and Gaon Gemel Ltd. (18)
|
|
10.66
|
Registration Rights Agreement, dated November 23, 2005, between the Company and Mercantile Discount - Provident Funds, Hadar Insurance Company Ltd., The Israeli Phoenix Assurance Company Ltd. and Gaon Gemel Ltd. (18)
|
|
10.67
|
Common Stock Purchase Warrant, dated November 23, 2005, by the Company in favor of Mercantile Discount - Provident Funds, Hadar Insurance Company Ltd., The Israeli Phoenix Assurance Company Ltd. and Gaon Gemel Ltd. (18)
|
|
10.68
|
Escrow Agreement, dated November 23, 2005, between the Company, the Escrow Agent, and Mercantile Discount - Provident Funds, Hadar Insurance Company Ltd., The Israeli Phoenix Assurance Company Ltd. and Gaon Gemel Ltd. (18)
|
|
10.69
|
Management Agreement with I-55 Telecommunications, LLC dated October 12, 2005.(19)
|
|
10.70
|
Agreement - General Terms and Conditions with EBI Comm, Inc., dated January 1, 2006.(21)
|
|
10.71
|
Asset Purchase Agreement with Canufly.net, Inc., dated January 10, 2006.(21)
|
|
10.72
|
Stock Purchase Agreement dated May 10, 2006, by and among the Company, Story Telecom, Inc., Story Telecom Limited, Story Telecom (Ireland) Limited, Nir Davison, and Trecastle Holdings Limited. (23)
|
|
10.73
|
Agreement dated May 25, 2006, by and among the Company and the shareholders of Equitalk.co.uk Limited. (24)
|
|
10.74
|
Securities Purchase Agreement, dated June 19, 2006, by and between the Company and the Purchasers. (25)
|
|
10.75
|
Registration Rights Agreement, dated June 19, 2006, by and between the Company and the Purchasers. (25)
|
|
10.76
|
Common Stock Purchase Warrant, dated June 19, 2006, by the Company in favor of the Purchasers.(25)
|
|
10.77
|
Escrow Agreement, dated June 19, 2006, by and between the Company, the Escrow Agent, and the Purchasers. (25)
|
|
10.78
|
Form of Indemnification Agreement between the Company and its Directors and Officers.(27)
|
10.79
|
Agreement to Purchase Promissory Note dated October 31, 2005, with Randall Wade James Tricou.(27)
|
|
10.80
|
Agreement to Purchase Promissory Note dated October 31, 2005, with Rene Tricou - Tricou Construction. (27)
|
|
10.81
|
Agreement to Purchase Promissory Note dated October 31, 2005, with Rene Tricou - Bon Aire Estates. (27)
|
|
10.82
|
Agreement to Purchase Promissory Note dated October 31, 2005, with Rene Tricou - Bon Aire Utility. (27)
|
|
10.83
|
Agreement to Purchase Promissory Note dated February 3, 2006, with Danny Acosta.(27)
|
|
10.84
|
Letter Agreement dated November 15, 2005, with Oberon Securities, LLC.(27)
|
|
10.85
|
Letter Agreement dated June 15, 2006, with Oberon Securities, LLC.(27)
|
|
10.86
|
Second Amendment to Agreement and Plan of Merger (to acquire WS Telecom, Inc.), dated June 28, 2006. (27)
|
|
10.87
|
General Contract for Services dated January 1, 2005, by and between the Company and Swiftnet Limited. (27)
|
|
10.88
|
Service Agreement dated December 6, 2005, by and between the Company and Elite Financial Communications Group, LLC. (27)
|
|
10.89
|
Agreement for Market Making in Securities dated July 31, 2006, by and between the Company and Excellence Nessuah Stock Exchange Services Ltd. (27)
|
|
10.90
|
Shareholders Loan Agreement, dated September 27, 2006, by and between Auracall Limited, Swiftnet Limited, and Dan Kirschner. (28)
|
|
10.91
|
Service Agreement, dated November 7, 2006, by and between the Company and Institutional Marketing Services, Inc. (28)
|
|
10.92
|
Consultancy Agreement, dated November 20, 2006, by and between the Company and Crestview Capital Partners, LLP. (29)
|
|
10.93
|
Agreement dated December 24, 2006, by and between the Company, Halman-Aldubi Provident Funds Ltd., and Halman-Aldubi Pension Funds Ltd. (translation from Hebrew). (31)
|
|
10.94
|
First Amendment to Financial Services and Business Development Consulting Agreement dated February 8, 2007, by and between the Company and Dionysos Investments (1999) Ltd. (33)
|
|
10.95
|
Agreement dated February 8, 2007, by and between the Company, Swiftnet Limited, Campbeltown Business, Ltd., and Mr. Abraham Keinan. (33)
|
|
10.96
|
First Amendment to General Contract for Services, dated March 14, 2007, by and between the Company and Swiftnet Limited. (34)
|
|
10.97
|
Employment Agreement, dated March 28, 2007, between Swiftnet Limited and Abraham Keinan.(34)
|
|
10.98
|
Consulting Agreement, dated March 28, 2007, between the Company and Abraham Keinan. (34)
|
|
10.99
|
Employment Agreement, dated March 28, 2007, between Swiftnet Limited and Guy Nissenson.(34)
|
|
10.100
|
Consulting Agreement, dated March 28, 2007, between the Company and Guy Nissenson.(34)
|
|
10.101
|
Settlement Agreement and Release dated May 31, 2007, by and among Embarq Logistics, Inc, Xfone USA, Inc. and the Company. (35)
|
|
10.102
|
Promissory Note dated May 31, 2007, by Xfone USA, Inc.(35)
|
|
10.103
|
Parent Guarantee dated as of May 31, 2007 by the Company in favor of Embarq Logistics, Inc.(35)
|
|
10.104
|
Share Purchase Agreement dated August 15, 2007, by and between Dan Kirschner, as Seller, Swiftnet Limited, as Buyer, and Xfone, Inc. (36)
|
|
10.105
|
Inter-Company Loan Agreement dated August 15, 2007, by and between Auracall Limited, as Lender, and Swiftnet Limited, as Borrower. (36)
|
|
10.106
|
Stock Purchase Agreement dated August 22, 2007, by and among the Company, NTS Communications, Inc., and the Shareholders of NTS Communications, Inc. (37)
|
|
10.107
|
Letter of Joint Venture dated June 15, 2007, by and among the Company and NTS Holdings, Inc.(37)
|
|
10.107.1
|
Form of Free Cash Flow Participation Agreement to be Entered into between the Company and NTS Holdings, Inc. Upon Consummation of the Acquisition. (37)
|
|
10.107.2
|
Form of Employment Agreement to be entered into between NTS Communications, Inc. and Barbara Baldwin upon Consummation of the Acquisition. (37)
|
|
10.107.3
|
Form of Employment Agreement to be entered into between NTS Communications, Inc. and Jerry Hoover upon Consummation of the Acquisition. (37)
|
|
10.107.4
|
Form of Employment Agreement to be entered into between NTS Communications, Inc. and Brad Worthington upon Consummation of the Acquisition. (37)
|
|
10.108
|
Employment Contract signed on August 26, 2007, by and between the Company’s Israeli based Subsidiary Xfone 018 ltd. and Roni Haliva. (38)
|
|
10.109
|
Subscription Agreement for the Purchase of Shares of Common Stock of the Company Dated October 23, 2007. (39)
|
|
10.110
|
Subscription Agreement for the Purchase of Shares of Common Stock of the Company Dated November 1, 2007. (41)
|
10.111
|
Form of Subscription Agreement for the Purchase of Units Consisting of Two Shares of Common Stock and One Common Stock Purchase Warrant. (42)
|
|
10.112
|
Form of Common Stock Purchase Warrant.(42)
|
|
10.113
|
First Amendment to Stock Purchase Agreement.(43)
|
|
10.114.1
|
Employment agreement dated as of February 26, 2008, by and among NTS Communications, Inc. and Barbara Baldwin. (44)
|
|
10.114.2
|
Employment agreement dated as of February 26, 2008, by and among NTS Communications, Inc. and Jerry Hoover. (44)
|
|
10.114.3
|
Employment agreement dated as of February 26, 2008, by and among NTS Communications, Inc. and Brad Worthington (44)
|
|
10.115
|
Free cash flow participation agreement dated as of February 26, 2008, by and among Xfone, Inc. and NTS Holdings, Inc. (44)
|
|
10.116
|
Escrow agreement dated as of February 26, 2008, by and among Xfone, Inc., Chris Chelette, Robert Healea and Kevin Buxkemper the NTS shareholders representatives, and Trustmark National Bank, as Escrow Agent. (44)
|
|
10.117
|
Release, effective as of February 26, 2008, entered into by each of Barbara Baldwin, Jerry Hoover and Brad Worthington (44)
|
|
10.118
|
Noncompetition, nondisclosure and nonsolicitation agreement dated as of February 26, 2008, by and among Xfone, Inc., Telephone Electronics Corporation, Joseph D. Fail, Chris Chelette, Robert Healea, Joey Garner, and Walter Frank. (44)
|
|
10.119
|
Second amendment to stock purchase agreement entered into by each of February 26, 2008 by and among Xfone, Inc., NTS Communications, Inc. and Chris Chelette, Robert Healea and Kevin Buxkemper, as the NTS shareholders representatives. (44)
|
|
10.120
|
Modification of Financial Consulting Agreement between Xfone, Inc. and Oberon Securities, LLC in connection with NTS Communications Transaction. (45)
|
|
10.121
|
Fees Due to Oberon Securities, LLC from Xfone, Inc. in connection with services provided in conjunction with the acquisition of NTS Communications, Inc. (45)
|
|
10.122
|
Agreement of Principles dated March 17, 2008 by and between Xfone 018 Ltd. and Tiv Taam Holdings 1 Ltd. (Free Translation from Hebrew). (46)
|
|
10.123
|
Compromise Agreement dated March 25, 2008, between Xfone, Inc., Story Telecom, Inc., Story Telecom Limited, Trecastle Holdings Limited and Nir Davison. (47)
|
|
10.124
|
Securities Purchase Agreement dated March 25, 2008, between Xfone, Inc., Trecastle Holdings Limited and Nir Davison. (47)
|
|
10.125
|
Third Amendment to Stock Purchase Agreement entered into as of April 25, 2008 by and among Chris Chelette, Robert Healea and Kevin Buxkemper, as Sellers’ Representative, NTS Communications, Inc. and Xfone, Inc. (48)
|
|
10.126
|
Irrevocable Option Agreement dated as of July 1, 2008 by and between Abraham Keinan and Guy Nissenson (49)
|
|
10.127
|
Indenture, entered into on December 13, 2007, as amended and restated on October 27, 2008, between Xfone, Inc. and Ziv Haft Trusts Company Ltd. (free translation from Hebrew). (51)
|
|
10.128
|
Form of warrant (free translation from Hebrew). (51)
|
|
10.129
|
Underwriting Agreement between Xfone, Inc., Excellence Nessuah Underwriting (1993) Ltd. and The First International & Co. - Underwriting and Investments Ltd., dated November 2, 2008 (free translation from Hebrew). (52)
|
|
10.130
|
Market Making Agreement dated December 24, 2008, by and between Xfone, Inc. and Harel Finance Trade & Securities Ltd. (Free translation from Hebrew) (54)
|
|
10.131
|
Second Amendment to Financial Services and Business Development Consulting Agreement dated January 15, 2009, by and between Xfone, Inc. and Dionysos Investments (1999) Ltd. (55)
|
|
10.132
|
Employment Agreement between NTS Communications, Inc. and Niv Krikov dated July 1, 2009. (59)
|
|
10.133
|
Agreement dated November 20, 2009 between Xfone, Inc., David Sela and Blokshtil Ltd. (English translation). (60)
|
|
10.134
|
Loan Agreement dated as of December 10, 2009, between Swiftnet Limited, Iddo Keinan, Xfone, Inc., Auracall Limited, Equitalk.co.uk Limited and Story Telecom Limited. (61)
|
|
10.135
|
General Release and Settlement Agreement dated December 28, 2009 between Xfone, Inc., and the selling shareholders of NTS Communications, Inc. (62)
|
|
10.136
|
Agreement dated January 29, 2010 by and between Xfone, Inc., Abraham Keinan, and AMIT K Limited. (63)
|
|
10.137
|
Agreement dated January 29, 2010 by and between Xfone, Inc. and Abraham Keinan. (63)
|
|
10.138
|
Agreement dated January 29, 2010 by and between Abraham Keinan, Guy Nissenson and Campbeltown Business Ltd. (63)
|
|
10.139
|
Securities Purchase Agreement dated effective as of March 23, 2010. (64)
|
|
10.140
|
Form of Subscription Agreement dated as of March 23, 2010. (64)
|
10.141
|
Contract dated May 14, 2010 by and between Xfone, Inc., Newcall Ltd., Margo Pharma, Ltd., and Marathon Telecom Ltd. (English translation) (65)
|
|
10.142
|
Employment Agreement entered into on June 30, 2010 between Xfone, Inc. and Guy Nissenson (Free translation from Hebrew) (66)
|
|
10.143
|
First Amendment to Consulting Agreement dated June 30, 2010 between Xfone, Inc. and Guy Nissenson (66)
|
|
10.144
|
Severance Agreement entered into on September 20, 2010 between Xfone, Inc. and Guy Nissenson. (67)
|
|
10.145
|
Third Amendment to Financial Services and Business Development Consulting Agreement dated December 27, 2010, by and between Xfone, Inc. and Dionysos Investments (1999) Ltd. (69)
|
|
10.146
|
First Amendment to Senior Promissory Note, dated as of May 2, 2011. (71)
|
|
10.147
|
Term Loan, Guarantee and Security Agreement dated October 6, 2011. (72)
|
|
10.148
|
Employment and Severance Agreement dated March 6, 2012 between NTS, Inc., NTS Communications, Inc. and Guy Nissenson. (74)
|
|
10.149
|
Amendment No. 1 to Term Loan, Guarantee and Security Agreement dated June 22, 2012. (76)
|
|
10.150
|
Amendment No. 2 to the Term Loan, Guarantee and Security Agreement dated August 9, 2012.*
|
|
16.2
|
Letter dated June 1, 2009 from Stark Winter Schenkein & Co., LLP to the Securities and Exchange Commission. (58)
|
|
21.2
|
List of Subsidiaries (amended as of March 2012). (75)
|
|
31.1
|
Certification pursuant to section 302 of the Sarbanes - Oxley Act of 2002.*
|
|
31.2
|
Certification pursuant to section 302 of the Sarbanes - Oxley Act of 2002.*
|
|
32.1
|
Certification pursuant to section 906 of the Sarbanes - Oxley Act of 2002.*
|
|
32.2
|
Certification pursuant to section 906 of the Sarbanes - Oxley Act of 2002.*
|
(1)
|
Denotes previously filed exhibits: filed on August 10, 2001 with Xfone, Inc.’s SB-2 Registration Statement.
|
||
(2)
|
Denotes previously filed exhibits: filed on October 16, 2001 with Xfone, Inc.’s SB-2/Amendment 1 Registration Statement.
|
||
(5)
|
Denotes previously filed exhibit: filed on March 3, 2003 with Xfone, Inc.’s SB-2/Post Effective Amendment 2 Registration Statement.
|
||
(6)
|
Denotes previously filed exhibit: filed on April 15, 2004 with Xfone’s, Inc. SB-2 Amendment 1 Registration Statement.
|
||
(7)
|
Denotes previously filed exhibit: filed on June 1, 2004 with Xfone, Inc.’s Form 8-K.
|
||
(8)
|
Denotes previously filed exhibit: filed on June 7, 2004 with Xfone, Inc.’s SB-2/Amendment 2 Registration Statement.
|
||
(9)
|
Denotes previously filed exhibit: filed on August 11, 2004 with Xfone’s, Inc. SB-2 Amendment 3 Registration Statement.
|
||
(10)
|
Denotes previously filed exhibit: filed on September 13, 2004 with Xfone’s, Inc. SB-2 Amendment 4 Registration Statement.
|
||
(11)
|
Denotes previously filed exhibits: filed on October 4, 2004 with Xfone, Inc.’s Form 8-K
|
||
(12)
|
Denotes previously filed exhibits: filed on November 29, 2004 with Xfone, Inc.’s Form 8-K.
|
||
(13)
|
Denotes previously filed exhibits; filed on March 31, 2005 with Xfone, Inc.’s Form 10-KSB.
|
||
(14)
|
Denotes previously filed exhibit: filed on August 22, 2005 with Xfone, Inc.’s Form 8-K.
|
||
(15)
|
Denotes previously filed exhibit: filed on August 31, 2005 with Xfone, Inc.’s Form 8-K.
|
(16)
|
Denotes previously filed exhibits: filed on October 3, 2005 with Xfone, Inc.’s Form 8-K.
|
||
(17)
|
Denotes previously filed exhibits: filed on October 11, 2005 with Xfone, Inc.’s Form 8-K/A #1.
|
||
(18)
|
Denotes previously filed exhibits: filed on November 29, 2005 with Xfone, Inc.’s Form 8-K.
|
||
(19)
|
Denotes previously filed exhibit: filed on January 23, 2006 with Xfone, Inc.’s Form 8-K/A #3.
|
||
(21)
|
Denotes previously filed exhibit: filed on January 31, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(23)
|
Denotes previously filed exhibit: filed on May 16, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(24)
|
Denotes previously filed exhibit: filed on May 30, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(25)
|
Denotes previously filed exhibits: filed on June 20, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(27)
|
Denotes previously filed exhibits: filed on July 31, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(28)
|
Denotes previously filed exhibits: filed on November 14, 2006 with Xfone, Inc.’s Form 10-QSB.
|
||
(29)
|
Denotes previously filed exhibit: filed on November 22, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(31)
|
Denotes previously filed exhibit: filed on December 28, 2006 with Xfone, Inc.’s Form 8-K.
|
||
(33)
|
Denotes previously filed exhibits: filed on February 8, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(34)
|
Denotes previously filed exhibits; filed on March 30, 2007 with Xfone, Inc.’s Form 10-KSB.
|
||
(35)
|
Denotes previously filed exhibits: filed on May 31, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(36)
|
Denotes previously filed exhibits: filed on August 15, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(37)
|
Denotes previously filed exhibits: filed on August 22, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(38)
|
Denotes previously filed exhibit: filed on August 27, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(39)
|
Denotes previously filed exhibit: filed on October 23, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(41)
|
Denotes previously filed exhibit: filed on November 5, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(42)
|
Denotes previously filed exhibits: filed on December 14, 2007 with Xfone, Inc.’s Form 8-K.
|
||
(43)
|
Denotes previously filed exhibit: filed on February 14, 2008 with Xfone, Inc.’s Form 8-K.
|
||
(44)
|
Denotes previously filed exhibits: filed on February 26, 2008 with Xfone, Inc.’s Form 8-K.
|
||
(45)
|
Denotes previously filed exhibits: filed on March 6, 2008 with Xfone, Inc.’s Form 8-K.
|
||
(46)
|
Denotes previously filed exhibit: filed on March 17, 2008 with Xfone, Inc.’s Form 8-K.
|
||
(47)
|
Denotes previously filed exhibits: filed on March 25 with Xfone, Inc.’s Form 8-K.
|
||
(48)
|
Denotes previously filed exhibit: filed on May 1, 2008 with Xfone, Inc.‘s Form 8-K.
|
||
(49)
|
Denotes previously filed exhibit: filed on July 1, 2008 with Xfone, Inc.‘s Form 8-K.
|
(51)
|
Denotes previously filed exhibit: filed on October 28, 2008 with Xfone, Inc.‘s Form 8-K.
|
||
(52)
|
Denotes previously filed exhibit: filed on November 4, 2008 with Xfone, Inc.‘s Form 8-K.
|
||
(54)
|
Denotes previously filed exhibit: filed on December 24, 2008 with Xfone, Inc.‘s Form 8-K.
|
||
(55)
|
Denotes previously filed exhibit: filed on January 16, 2009 with Xfone, Inc.‘s Form 8-K.
|
||
(56)
|
Denotes previously filed exhibit: filed on April 1, 2010 with Xfone, Inc.‘s Form 10-K.
|
||
(58)
|
Denotes previously filed exhibit: filed on June 3, 2009 with Xfone, Inc.‘s Form 8-K/A.
|
||
(59)
|
Denotes previously filed exhibit: filed on July 1, 2009 with Xfone, Inc.‘s Form 8-K.
|
||
(60)
|
Denotes previously filed exhibit: filed on November 30, 2009 with Xfone, Inc.‘s Form 8-K.
|
||
(61)
|
Denotes previously filed exhibit: filed on December 11, 2009 with Xfone, Inc.‘s Form 8-K.
|
||
(62)
|
Denotes previously filed exhibit: filed on December 29, 2009 with Xfone, Inc.‘s Form 8-K.
|
||
(63)
|
Denotes previously filed exhibits: filed on January 29, 2010 with Xfone, Inc.‘s Form 8-K.
|
||
(64)
|
Denotes previously filed exhibits: filed on March 23, 2010 with Xfone, Inc.‘s Form 8-K.
|
||
(65)
|
Denotes previously filed exhibits: filed on June 1, 2010 with Xfone, Inc.’s Form 8-K.
|
||
(66)
|
Denotes previously filed exhibits: filed on June 30, 2010 with Xfone, Inc.’s Form 8-K.
|
||
(67)
|
Denotes previously filed exhibits: filed on September 20, 2010 with Xfone, Inc.’s Form 8-K.
|
||
(68)
|
Denotes previously filed exhibit: filed on November 18, 2010 with Xfone, Inc.’s Form 8-K.
|
||
(69)
|
Denotes previously filed exhibit: filed on December 27, 2010 with Xfone, Inc.’s Form 8-K.
|
||
(71)
|
Denotes previously filed exhibit: filed on May 2, 2011 with Xfone, Inc.’s Form 8-K.
|
||
(72)
|
Denotes previously filed exhibit: filed on October 6, 2011 with Xfone, Inc.’s Form 8-K.
|
||
(73)
|
Denotes previously filed exhibit: filed on February 1, 2012 with Xfone, Inc.’s Form 8-K.
|
||
(74)
|
Denotes previously filed exhibit: filed on March 6, 2012 with NTS, Inc.’s Form 8-K.
|
||
(75)
|
Denotes previously filed exhibits: filed on March 30, 2012 with NTS, Inc.’s Form 10-K.
|
||
(76)
|
Denotes previously filed exhibit: filed on June 25, 2012 with NTS, Inc.’s Form 8-K.
|