8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 22, 2013 (March 22, 2013)

NTS, INC.

(formerly Xfone, Inc.)

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

Commission File No. 001-32521

11-3618510

(I.R.S. Employer Identification Number)

5307 W. Loop 289

Lubbock, Texas 79414

 (Address of principal executive offices)

806-771-5212

 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On March 22, 2013, NTS, Inc. (f/k/a Xfone, Inc., the “Company”) issued a press release announcing its financial results for the three (3) and twelve (12) months ended December 31, 2012, as well as information regarding a conference call to be held this morning to discuss these financial results. A copy of this press release is attached hereto as Exhibit 99.1 and the referred to FTTP Trendline Charts are attached hereto as Exhibit 99.2.

The information in this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 7.01 Regulation FD Disclosure

See Item 2.02 above. In connection with the Conference Call, the Company prepared a presentation (the “Company Presentation”) that it posted on its web site and at http//www.InvestorCalendar.com. A copy of the Company Presentation is attached hereto as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 22, 2013
99.2	FTTP Trendline Charts referred to in Press Release dated March 22, 2013
99.3	Company Presentation

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NTS, Inc.
Date:  March 22, 2013	By:	/s/ Guy Nissenson
		Guy Nissenson
		President, Chief Executive Officer and Chairman of the Board of Directors

3

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

NTS Reports Record 2012 EBITDAS of $11.9 Million

Fiber Business Grows 39.9%

Lubbock, TX –March 22, 2012 – NTS, Inc. (NYSE MKT/TASE: NTS) (“NTS” or the “Company”) announces results for the three months and year ended December 31, 2012.

Revenues

Revenues from the Company’s Fiber-To-The-Premises (“FTTP”) business grew 34.8% to $4.9 million in the fourth quarter ended December 31, 2012, as compared to $3.6 million for the same period in 2011. FTTP revenues represented 32.7% of consolidated revenues for the fourth quarter of 2012, as compared to 24.6% of consolidated revenues for the fourth quarter of 2011.

Consolidated revenues for the quarter ended December 31, 2012 were $14.9 million, a 1.6% increase compared to $14.7 million in the quarter ended December 31, 2011, mainly attributed to the growth of the Company’s FTTP business.

For the year ended December 31, 2012, revenues from the Company’s FTTP business grew 39.9% to $18.2 million from $13 million last year. Consolidated revenues for the year ended December 31, 2012 were $59.9 million, an increase of 3.8% compared to consolidated revenues of $57.7 million for the year ended December 31, 2011.

Customer Expansion

The Company’s total number of FTTP customers as of December 31, 2012 was 9,460 compared to 7,267 FTTP customers as of December 31, 2011, representing an increase of 30.2%.The increase in the Company’s customer base is a result of our expansion into additional communities and increased penetration.

Average Revenue Per User for all of the Company’s fiber markets is approximately $393 per month for business customers and approximately $101 per month for residential customers.

The FTTP network build out is primarily financed by $99.9 million in funds from the Federal Broadband Stimulus Program, of which 45.9% is in the form of grants and 54.1% is in the form of low cost long-term loans.

New Market Progress

During the fourth quarter of 2012, NTS continued its sales and marketing efforts to build upon the customer base it has established in 14 communities in Texas. Following the close of the fourth quarter, NTS began signing up fiber customers in Iowa Park, Texas and also added customers in Wichita Falls, Texas where the Company is targeting more than 1,000 potential business customers. Additionally, NTS continued construction on its FTTP network in southern Louisiana, where its fiber network will eventually include residential and business customers in the communities of Hammond, Ponchatoula, Natalbany, Tickfaw, Independence and Amite, Louisiana, adding approximately 11,500 FTTP passings.

Click Here to View FTTP Trendline Charts

1

EBITDAS

For the year ended December 31, 2012, the Company reported record EBITDAS of $11.9 million as compared to EBITDAS of $9 million in the year ended December 31, 2011. EBITDAS margin in 2012 was 19.8% compared to 15.6% in 2011. The Company uses EBITDAS to measure its profitability as the component of stock based compensation is a non-cash expense.

EBITDAS for the fourth quarter of 2012 was $3.2 million, a 26.8% increase over EBITDAS of $2.5 million in the same quarter last year and a 3.5% increase sequentially when compared to the third quarter of 2012. EBITDAS margin in the quarter ended December 31, 2012 was 21.4% compared to EBITDAS margin of 17.2% for the quarter ended December 31, 2011. This is mainly attributed to the increase in higher margin FTTP revenues.

Net Income

For the year ended December 31, 2012, NTS reported a net loss of $547 thousand or a loss of $0.01 per basic and diluted share, assuming 41,186,596 shares outstanding compared to a net loss of $1.2 million or a loss of $0.05 per basic and diluted share, assuming 24,363,212 shares outstanding for the year ended December 31, 2011.

For the quarter ended December 31, 2012, the Company reported a net loss from continued operations of $249 thousand or a loss of $0.01 per basic and diluted share, assuming 41,186,596 shares outstanding compared to a net loss of $587 thousand or a loss of $0.02 per basic and diluted share, assuming 24,363,212 shares outstanding for the quarter ended December 31, 2011.

For the quarter ended December 31, 2012, NTS recorded a net financing expense of $1.7 million compared to a net financing expense of $549 thousand for the quarter ended December 31, 2011. The increase in the financial expenses was related to new advances of long-term loans from the United State Department of Agriculture and the valuation of the U.S. Dollar to the New Israeli Shekel.

Mr. Guy Nissenson, Chairman, President and CEO of NTS commented, “2012 was a rewarding year as we saw continued progress in the build out of our fiber network and achieved steady fiber revenue growth as we successfully marketed our offerings to new customers in new communities. As our high margin FTTP revenues increase, we are achieving higher consolidated revenues and improved margins resulting in significant growth in our EBITDAS. During the year, we added 5 new communities in Texas to our fiber network, including Wichita Falls, the site of our first ‘metro build’ which specifically targets more than 1,000 business customers. We also broke ground on our network build in Louisiana and look forward to adding customers from that region during 2013.

“Our customer base is growing steadily and we added more than 600 fiber customers in just the first two months of the first quarter of 2013. This is well ahead of the 359 fiber customers we added during the entire fourth quarter of 2012 and we expect to achieve stronger sequential FTTP revenue growth in the first quarter of 2013.”

Conference Call

The Company will host a conference call today, March 22, 2013 at 10:00 a.m. Eastern Time to discuss its financial results. The conference call may be accessed in the U.S. and Canada by dialing toll-free 1-877-407-8035. International callers may access the call by dialing 1-201-689-8035. A webcast slide presentation will also be available.

To access the live webcast, log onto the NTS website at http://www.ntscom.com. The webcast can also be accessed at http://www.InvestorCalendar.com. An online replay will be available shortly after the call.

2

A replay of the teleconference will be available for 30 days after the call and may be accessed domestically by dialing 1-877-660-6853 and international callers may dial 1-201-612-7415. Callers must enter account number 410913.

About NTS

NTS is a provider of high speed broadband services, including internet access, digital cable TV programming and local and long distance telephone service to residential and business customers in northern Texas and southeastern Louisiana. NTS' Fiber-To-The-Premise (FTTP) network provides one of the fastest internet connections available. For the Company's website, please visit: www.ntscom.com.

In addition to disclosing financial measures prepared in accordance with Accounting Principles Generally Accepted in the US (GAAP), this press release and the accompanying tables contain the following non-GAAP financial measures: non-GAAP EBITDAS (non-GAAP earnings before interest, taxes, depreciation, amortization and stock-based compensation, other expenses, acquisition costs and non-recurring loss). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

There are a number of limitations related to the use of non-GAAP EBITDAS. First, these non-GAAP financial measures exclude depreciation and amortization expenses that are recurring and significant non-recurring expenses. Depreciation and amortization have been, and will continue to be for the foreseeable future, a significant recurring expense with an impact upon our company notwithstanding the lack of immediate impact upon cash. Second, there is no assurance the components of the costs that we exclude in our calculation of non-GAAP operating loss do not differ from the components that our peer companies exclude when they report their results of operations. Third, there is no assurance we will avoid further non-recurring costs associated with other balance sheet items. Our management compensates for these limitations by providing specific reconciliation of GAAP amounts to these non-GAAP financial EBITDAS and evaluating these non-GAAP financial measures together with their most directly comparable financial measures calculated in accordance with GAAP. Readers should note the chart at the end of this release which sets forth how we calculate the non-GAAP EBITDAS.

This press release contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." NTS' financial and operational results reflected above should not be construed by any means as representative of the current or future value of its common stock. All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the Company's plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include issues related to: rapidly changing technology and evolving standards in the industries in which the Company and its subsidiaries operate; the ability to obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new business, license and sign new agreements; the unpredictable nature of consumer preferences; and other factors set forth in the Company's most recently filed annual report and registration statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risks and uncertainties described in other documents that the Company files from time to time with the U.S. Securities and Exchange Commission.

Contact Details:

Investor Relations Contact John G. Nesbett/Jennifer Belodeau Institutional Marketing Services (IMS) Tel: 1.203.972.9200. E-mail: jnesbett@institutionalms.com Company Contact Niv Krikov, CFO Tel: 1.806.771.1181 E-mail: niv@ntscominc.com

3

NTS, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

	Years Ended
	December 31,
	2012			2011
Revenues
Services on Fiber-To-The-Premise network	$	18,219,615		$	13,022,548
Leased local loop services and other		41,650,853			44,635,286
Total Revenues		59,870,468			57,657,834
Expenses
Cost of services (excluding depreciation and amortization shown below)		27,489,743			28,025,723
Selling, general and administrative		20,802,001			21,040,426
Depreciation and amortization		6,274,488			5,350,973
Financing expenses, net		5,551,080			3,380,320
Other expenses		686,519			664,790
Acquisition costs		-			205,047
Total Expenses		60,803,831			58,667,279
Loss from continued operations before taxes		(933,363	)		(1,009,445	)
Income tax benefit (expense)		386,370			(6,399	)
Net loss from continued operations		(546,993	)		(1,015,844	)
Loss from discontinued operations in Israel and the United Kingdom, before taxes		-			(151,565	)
Net loss	$	(546,993	)	$	(1,167,409	)
Basic and diluted loss per share:
Loss from continued operations	$	(0.01	)	$	(0.04	)
Loss from discontinued operations		-			(0.01	)
Basic and diluted loss per share	$	(0.01	)	$	(0.05	)
Basic and diluted weighted average number of shares outstanding:		41,186,596			24,363,212

4

Reconciliation of EBITDAS to Net income (loss) applicable to

common stockholders as it is presented on the Condensed Consolidated

Statements of Operations for NTS, Inc.

	Years Ended
	December 31,
	2012			2011
Net income (loss)	$	(546,993	)	$	(1,167,409	)
Depreciation and amortization		6,274,488			5,350,973
Compensation in connection with the issuance of warrants and options		283,435			400,385
Financing expenses, net		5,551,080			3,380,320
Other expenses		686,519			664,790
Acquisition costs		-			205,047
Income tax expense (benefit)		(386,370	)		6,399
Loss from discontinued operations in Israel and the United Kingdom, before taxes		-			151,565
EBITDAS	$	11,862,159		$	8,992,070

5

EX-99.2

EXHIBIT 99.2

NTS Fiber Progress 4Q12

% of Revenues

EBITDAS Margin

EX-99.3

EXHIBIT 99.3

4Q FY2012

Financial Results

CONFERENCE
CALL

Presenters

2

•Guy Nissenson, President & CEO

•Niv Krikov, CFO

Safe Harbor Statement

 This presentation may contain forward-looking statements. The words or phrases "would be", "will allow", "should“, "intends to", 
 "will likely result",  "are expected to",  "will continue",  "is anticipated",  "estimate", "plan",  "project",  or similar expressions are
 intended to identify "forward-looking statements". Actual results could differ materially from those projected in the forward-looking
 statements as a result of a number of risks and uncertainties. These risks and uncertainties include issues related to the ability to:
 obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new business, license and sign new
 agreements; issues related to rapidly changing technology and evolving standards in the industries in which the Company and its
 subsidiaries operate; the Company’s ability to compete effectively and adjust to rapidly changing market dynamics; the unpredictable
 nature of consumer preferences; and other factors set forth in the Company's most recently filed annual report and/or registration
 statement. In addition, these and other factors may cause financials results to fluctuate from one financial quarter to another.
 Statements made herein are as of the date of this presentation and should not be relied upon as of any subsequent date. The
 Company cautions not to place undue reliance on such statements. Unless otherwise required by applicable law, we do not
 undertake, and we specifically disclaim any obligation, to update any forward-looking statements to reflect occurrences,
 developments, unanticipated events or circumstances after the date of such statement. You should carefully review the risks and
 uncertainties described in other documents that the Company files from time to time with the U.S. Securities and Exchange
 Commission.

3

Recent Progress: 4Q12

4

•Continued steady revenue growth

–Fiber revenues grew 34.8% to $4.9 million

–Total revenues increased 1.6% to $14.9
million

•EBITDAS grew 26.8% to $3.2 million

•1Q13: Began signing customers in Iowa
Park, TX

•1Q13 significantly outpacing 4Q in new
customer additions

–608 customers added in first 2 months of
1Q13

	2012	2011	2012	2011
Revenues Services on FTTP Network Growth Rate	$4,878 34.8%	$3,619	$18,220 39.9%	$13,023
Leasedloop services &other Growth Rate	$10,058 -9.2%	$11,081	$41,650 -6.7%	44,635
Total Revenues Growth Rate	$14,936 1.6%	$14,700	$59,870 3.8%	$57,658
Expenses Cost of Services % of Sales	6,812 45.6%	7,101 48.3%	27,490 45.9%	28,026 48.6%
SG&A Expenses % of Sales	5,064 33.9%	5,310 36.1%	20,802 34.7%	21,040 36.5%
Depreciation & Amortization	1,475	1,501	6,274	5,351
Financing expense, net	1,666	549	5,551	3,380
Total Expenses % of Sales	15,256 102.1%	14,924 101.5%	60,804 101.6%	58,667 101.8%
Net Income (loss)	(249)	(587)	(547)	(1,167)
Basic & diluted income (loss) per share	$(0.01)	$(0.02)	$(0.01)	$(0.05)
Basic & diluted weighted averaged number of shares	41,186,596	24,363,212	41,186,596	24,363,212
EBITDAS	$3,200	$2,524	$11,862	$8,992
% of sales	21.4%	17.2%	19.8%	15.6%

Income Statement

(in thousands, except per share data)

Quarter Ended December 31,

Year Ended December 31,

5

Balance Sheet Highlights

6

	As of 12/31/12	As of 12/31/11
Current Assets
Cash	$3,909	$6,564
Accounts receivable, net	5,157	3,762
Prepaid expenses and other receivables	3,809	2,577
Total Current Assets	13,912	13,680
Bond Issuance Costs, Net	854	1,143
Fixed Assets, Net	89,468	71,250
Total Assets	$ 108,483	$91,527
Current Liabilities
Short-term bank credit and current maturities of notes payable	2,542	1,766
Trade payables	8,499	6,690
Other liabilities and accrued expenses	5,069	4,622
Current maturities of bonds	3,627	3,723
Total Current Liabilities	20,161	17,277
Notes Payable to the US Department of Agriculture, Net of Current Maturities	35,520	21,380
Notes Payable, Net of Current Maturities	14,411	11,308
Bonds Payable, Net of Current Maturities	7,027	10,903
Other Long-Term Liabilities	1,680	73
Total Liabilities	81,079	63,860
Total Stockholders’ Equity	27,404	27,667

(in thousands)

Organic FTTP Growth

EBITDAS
Margin

Q1 Est. >$5.25M

Fiber Metrics

As of December 31, 2012:

–Total Fiber Passings: 44,116

–Total Fiber Customers:9,460

•Business Fiber Customers:2,452

•Residential Fiber Customers:7,008

–Fiber ARPU: $177

•Fiber ARPU for Business: $393

•Fiber ARPU for Residential: $101

–Churn:

•Fiber Avg. Churn: 1.1%

–Fiber Business Churn: 0.7%

–Fiber Residential Churn: 1.5%

8

COVERAGE MAP

9

COVERAGE MAP

Plainview

Iowa Park

Littlefield

Levelland

Smyer

Burkburnett

Lamesa

Ropesville

Wilson

Brownfield

Meadow

Hale Center

Abernathy

Lubbock

New Deal

Whitharral

Wolffort
h

10

Tickfaw

Independence

Ponchatoula

Pine Grove

Natalbany

Franklinton

Montpelier

Amite

Hammond

COVERAGE MAP

●= Pre-PRIDE FTTP buildout

○= 2011 FTTP buildout

●= 2012 FTTP buildout

●= 2013 FTTP buildout

●= Smart Build network

11

Enhanced Board As of December 2012

Alan L. Bazaar

•Partner and Co-CEO of Hollow Brook Wealth Management LLC since 2010

•Previously Managing Director and Portfolio Manager at Richard L. Scott Investments, LLC

•Has served on boards including Media Sciences International, Inc. and Airco Industries, Inc.

Don C. Bell III

•Telecom and technology entrepreneur and investor; has been a private investor since 2011

•General Partner of Tidal Capital, an investment fund focused on Internet communications investments

•Previously served as the President/CEO and Owner of Tidal Research, an Internet advertising company he founded and subsequently sold

•Has held senior executive positions at two portfolio companies of Goldman Sachs Capital Partners: IPC Systems (a telecom products and
services company) and Clearwire (a wireless broadband services provider)

Richard K. Coleman Jr.

•Private investor and technological advisor

•Founder and President of Rocky Mountain Venture Services assisting multiple technology companies to plan and launch new business
ventures and restructuring initiatives.

•Previously CEO of Vroom Technologies, COO of Metronet Communications, and President of US West Long Distance and has held various
officer level positions with Frontier Communications, Centex Telemanagement, and Sprint Communications

•Has served on boards including Colorado’s Internet and Telecommunications Alliance, ZenAstra Photonics and NxGen Networks, Inc.

Jeffrey E. Eberwein

•Private investor

•Previously Portfolio Manager at Soros Fund Management, Viking Global Investors and Cumberland Associates

•Currently serves on the board of directors of Goldfield Corporation, Digirad Corporation and Hope for New York

Andrew J. MacMillan

•Corporate communications professional with 18 years of experience in the global securities industry and 18+ years of direct investment
banking and related experience

•Independent management consultant for MacMillan Marketing Consulting providing marketing and communications advisory to clients

•Previously Director, Global Communications & Marketing of AXA Rosenberg and heldvarious corporate communication positions including
SVP of Corporate Communications & Government Affairs at Ameriprise Financial, Head of Corporate Communications at Barclays Capital and
SVP of Corporate Communications of The Nasdaq Stock Market

Added 5 New Board Members:

12

Macro Trends in Our Favor and
Strategy Going Forward

13

Macro Trends:

•Rural broadband a long-term growing market

•Increasing need for bandwidth

•Growing shift to Internet TV

Strategy:

•Drive FTTP growth

•Convert passings to customers to drive high margin FTTP growth

•Selectively evaluate “smart builds”

•Continue to aggressively manage costs

14

Q & A

Thank You