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Multiband Corporation (NASDAQ:MBND)

Q4 2012 Earnings Call

April 1, 2013 4:30 pm ET

Executives

Cameron Donahue – Hayden IR

James L. Mandel – Chief Executive Officer

Steven M. Bell – Chief Financial Officer

Analysts

George Sutton – Craig-Hallum Capital Group LLC

Harvey Poppel – Poptech LP

William Sutherland – Northland Capital Markets

Ross Taylor – Somerset Capital Advisers LLC

Anthony Cambeiro – Anthology Capital Group

Operator

Good day, ladies and gentlemen. Thank you for standing by. Welcome to the Multiband Corporation 2012 Fourth Quarter and Year-End Earnings Conference Call. During today’s presentation, all participants will be in a listen-only mode. Following the presentation, the conference will be opened for questions. (Operator Instructions) This conference is being recorded today, Monday, April 1 of 2013.

And I would now like to turn the conference over to Cameron Donahue of Hayden IR. Please go ahead, sir.

Cameron Donahue

Thank you, and good afternoon. We’d like to thank everyone for joining us today for Multiband’s fourth quarter, full-year 2012 earnings conference call. On our call today is Jim Mandel, Chief Executive Officer; and Steve Bell, Chief Financial Officer.

Following this discussion, there will be a formal Q&A session for those in the call. Before we get started today, I’m going to review the Safe Harbor statement. This conference call contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.

Such statements involve a number of risks and uncertainties, such as competitive factors, technological development, market demand and our ability to consummate acquisitions, and Multiband’s ability to obtain new contracts and accurately estimate net revenues due to variabilities in size, scope and duration of projects and internal issues in the sponsoring clients.

Further information with regard to potential factors that affect Multiband’s financial results can be found in Multiband’s registration statement and its reports on Forms 10-K and 10-Q, and others as filed with the Securities and Exchange Commission. The company is under no obligation to update these areas discussed today to reflect subsequent events.

With that out of the way let’s turn the call over to Steve Bell, CFO for opening comments. Steve, floor is yours.

Steven M. Bell

Thank you, Cameron. I would like to briefly go through the financial highlights for the quarter and the year before turning the call over to Jim to discuss our operations in a greater detail.

Before I begin, let me say that the results that I’m about to review are discussed on generally accepted accounting principles or on a GAAP basis. However, as is customary in our industry sector, the company uses adjusted EBITDA, earnings before interest, taxes, depreciation and amortization as a measurement of our ability to generate operating profitability and efficiency. We believe non-GAAP measures will aid investors overall understanding of our results by providing better transparency for certain expenses and by providing a level of disclosure that will help investors understand how we plan and measure our business.

Management uses and investors should use non-GAAP measures in conjunction with our reported GAAP results. In our press release issued earlier today, we reconciled the GAAP to non-GAAP results. With that cautionary statement completed, I will discuss the financial results for the fourth quarter and year ended December 31, 2012.

Revenues for the current year quarter of $77.9 million increased slightly over the prior year of revenues of $77.6 million for the fourth quarter of 2011. For the fourth quarter of 2012, Field Services segment revenue of $67.4 million decreased 2% from $68.8 million in the year-ago period. Lower Home Service Provider revenues from DIRECTV were mostly offset by revenue generated in the cable division acquired in the past year, plus offset by increases in satellite Internet fulfillment work.

Multiple Dwelling Unit or MDU segment revenue increased in the current quarter by 51.9% to $7.9 million from $5.2 million in the year-ago period as a result of an increase in subscribers under our Master System Operator umbrella due to ongoing consolidation in the market.

Energy, Engineering & Construction segment revenue decreased in the current quarter to $2.6 million from $3.5 million during the comparable period in 2011 largely due to timing and completion schedules and a cutback in DIRECTV MDU related build-outs due to changes in their operation.

Revenues for the year ended December 31, 2012 were $305.6 million, an increase of 1.8% or $5.4 million, compared to $300.2 million in the prior year. Revenues generated from sources other than our HSP contract with DIRECTV rose to 19.6%, compared to 11.4% in the year ago period. For the quarter ended December 31, 2012, Multiband generated an operating loss of $694,000, compared to operating income of approximately $2.4 million during the same period last year.

Income from operations totaled $2.8 million in 2012, compared to $14.7 million in the previous year. The decline in operating income was caused by lower DIRECTV volumes, cost increases associated with employee retention investments, including health claim expense increases related to an unusual number of catastrophic health claims and operating losses generated by newly acquired business assets.

Adjusted EBITDA, a non-GAAP measure was $4.8 million for the fourth quarter of 2012, compared to $5.2 million in the year ago period. As we have discussed on previous calls, Multiband maintains a revolving lease facility for the vehicles used in its daily operation, which are required to be treated as operating leases for purposes under GAAP.

Certain peers in our segment or in our business sector may have vehicle leases that qualify for capital lease treatment under GAAP. Accordingly, the vehicle lease payments totalling $4.8 million and $2.5 million during the three months ended December 31, 2012 and 2011 respectively would need to be added back to the EBITDA figures previously reported in order to be comparable to a company whose vehicle leases are accounted for as capital leases.

If these lease payments were added back as stated, our adjusted EBITDA would be $9.6 million and $7.7 million for the three months ended December 31, 2012 and 2011 respectively. For the year, adjusted EBITDA was $18 million for 2012 and $24 million for 2011. Vehicle lease payments totaled $15.7 million in 2012 and $9.3 million in the comparable period of 2011.

If these lease payments were added back our adjusted EBITDA would be $33.7 million and $33.3 million for the full years ended December 31, 2012 and 2011 respectively. For the quarter ended December 31, 2012 Multiband reported net income attributable to common stockholders of $2.4 million or $0.11 per share versus $1.0 million or $0.06 per share in the year ago period.

For the year ended December 31, 2012 Multiband reported net income attributable to common shareholders of or for the year of $6.3 million or $0.37 per basic and $0.32 per diluted share in the year ago period. These are some of the financial highlights for the year and the quarter. I would now like to turn the call over to Multiband’s CEO, Jim Mandel.

James L. Mandel

Thank you, Steve. We made significant progress in our diversification efforts in 2012. Revenue decreases in our core HSP business through DIRECTV even though they were over $21 million were offset by increasing revenues in our diversified satellite, broadband, cable fulfillment, MDU, and Energy, Engineering & Construction segments.

You may recall that 2011 revenues spiked up about $25 million higher than we had originally anticipated, and we took advantage of it, but we did consider that activity an anomaly [ph]. As a result, year-over-year comparisons were a bit challenging. However, with the diversification in our revenue base, we ended 2012 up almost 2% over 2011 and again with record revenues.

Consolidated fourth quarter revenues were essentially comparable to revenues the year ago as well. The DIRECTV volumes began rebounding early in the third quarter and they continue to come back in the fourth quarter. In the Field Services segment, revenues finished the quarter at $67.4 million, down just 2% from the $68.8 million in the year ago quarter.

Fourth quarter revenues were impacted by some seasonality, but we believe that the HSP contraction seen in early 2012 have now leveled off and 2013 volumes should be flat to slightly higher than in 2012. Offsetting the trend in HSP, our diversification plan has gained traction over the last five quarters; fulfillment revenues earned from a couple of partners has grown dramatically over previous period.

Revenue from ViaSat, our partner in the WildBlue and Exede satellite Internet products grew by over 328% or $1.8 million in the fourth quarter of 2012, and for the year increased over 278% to $7.1 million. The cable fulfillment division contributed $3.2 million of revenue in the fourth quarter and $11.7 million for the year.

MDU segment revenue grew by 51.9% in the quarter to $7.9 million from $5.2 million and for the full-year period increased 31.7% to $27.7 million with the improved results driven by organic growth and market consolidation.

As of December 31, 2012, we had approximately 159,000 owned and managed subscribers, with an additional 36,000 subscribers supported by the support center, compared to 112,000 and 45,000 respectively during the same period a year ago.

Energy, Engineering & Construction revenues for the fourth quarter of 2012 decreased to $2.6 million from $3.5 million for the same period in 2011, due largely the timing in completion schedules and a restructuring of DIRECTV owned and operated MDU-based construction.

For the year, however, EE&C revenues increased by 54% to $11.1 million from $7.2 million in the year ago period. Revenues generated by the Engineering and Wireless business, which were acquired in September 2011, accounted for $8.7 million of the total revenue generated by the segment, an increase of $4.8 million or 124.5% over the previous year.

Other construction revenue totaled $2.3 million, a reduction from the previous year, but again this was largely DIRECTV activity in MDU, which has been reorganized. We expect non-DIRECTV EE&C segment revenues to increase as the company ramps up sales and bidding efforts going forward.

Due to advances in technology, we expect activity in our Distributed Antenna System product to be very active. Our overall bidding is up substantially on a sequential basis and we’ve increased our presence in the area with the opening of a Manhattan sales office.

We anticipate seeing results of this effort beginning in 2013 and growing nicely from there. Our ongoing work at the World Trade Center provides visibility and it’s the skill set of our world class engineering team. And we are very enthusiastic about our opportunities in this business.

Diversification continues to be a master for our team and we can leverage our personnel, geographic positioning and expertise and ultimately reduce dependence in our HSP contract with our primary partner DIRECTV. We continue to make adjustments to our cost structure to respond the static amount of HSP revenue and we are constantly analyzing this for additional data.

The investments we’ve already made in our employee retention initiative as an example of how we can continue to enhance operations. Employee turnover has decreased to approximately 55%, down from about 77% a year ago. Replacing employees’ pastime and money, and we need sustainable, predictable and talented employees in this field and in order to attract and retain that talent, we’ve been aggressively investing in programs that are capable of keeping our workforce in the Multiband family.

Improved efficiency also applies to our new business divisions and we continue to address not only increased revenues but more streamline and reduce cost the cable and engineering and wireless divisions were not profitable for the year but we are very focused on improving those operations and just like with the acquisition of the DirecTECH operating entity several years ago, this is a process that will take a number of quarters to implement.

Moving on to our financing, in March 2013 the company successfully negotiated and closed a new senior credit facility with Fifth Third Bank. This new $30 million facility consists of a $20 million term loan and a $10 million revolver. Proceeds from this facility were used to finance or refinance essentially all of the preexisting debt at a significantly reduced interest expense and just minutes ago Fifth Third Bank issued another commitment letter for its portion of an amended $55 million facility to be syndicated.

The amended facility under similar terms and condition consist of a $40 million term note and an additional revolver of $15 million. We intend to accept this commitment letter tomorrow and to finalize the loan agreement in the near future.

These additional funds will be used for acquisition and expansion purposes. Along those lines and as previously stated Multiband continues to work on completing the transaction whereby MDU Communications was merged with and into a wholly owned subsidiary of Multiband.

Subject to the satisfaction of certain previously disclosed conditions per season including the approval of MDUC shareholders and lenders, the parties remain committed with the transaction and continue to discuss the terms of its completion.

In closing, in 2012, we furthered our diversification strategy and we made significant progress in integrating our acquisition to support this plan. We solidified our position in the industry and captured share in a market that has been consolidating rapidly.

We are capitalizing on acquisition opportunities that will expand our platforms and footprint that will allow us to leverage our expertise and geographies that will broaden our base, expand our revenues and increase our profitability.

Being through the first quarter of 2013, we are confident that our approach is on track, and we look forward to a dynamic and positive 2013 that will deliver results that will serve our shareholders as well. As for forward guidance, we will not issue any at this time other than the comments that we expect record revenues again in 2013 and improve EBITDA over last year.

With this portion of our discussion concluded, I will now entertain any questions that you may have. Thank you for your time. [Britney]?

Question-and-Answer Session

Operator

Thank you, sir. (Operator Instructions) Our first question comes from the line of George Sutton with Craig-Hallum Capital Group. Please go ahead.

George Sutton – Craig-Hallum Capital Group LLC

Thank you. Jim, I just want to make sure, I understood the messaging relative to HSP your results in Q4 were better than we anticipated there in. It sound as like you said, things would be flat to slightly better in that business in 2013, we’ve assumed flat. I just wanted to make sure I was clear on how you were trying to message that piece of the business?

James L. Mandel

It’s going to be largely flat, I think if there is going to be any deviation, it would be slightly better than that. But I think we’re talking George about a very, very tight range. For all intents and purposes that segment of our business, I think it should be considered to be fairly static, DIRECTV has indicated that they want more balance in their operation.

They’re not going after acquiring scores of subscribers any longer, it’s just simply too expensive. But what they are doing is, they are maintaining everything that they have and attempting to grow that base very, very slowly. So with that direction from our largest customer in mind, we’re just basically mirroring the same message. We expect it to be flat. We don’t expect it to contract and we do expect it to be very stable.

George Sutton – Craig-Hallum Capital Group LLC

Okay. In your prepared remarks, you mentioned cutbacks and MDU related build-outs impacting your EE&C business. Can you give us a sense of what that means for the overall DIRECTV focus on that area?

James L. Mandel

Yeah, the DIRECTV MDU segment has been reorganized with new team members and the new participants. A year ago in 2011, it was fair amount of activity where we were hired to actually go out and do the MDU construction for DIRECTV owned and operated MDU properties. So that was not HSP activity. It was construction activity and that’s why ended up in the EE&C segment.

In 2012, they scaled that construction activity back for myriad reasons, not the least of which is new technologies that they deploying some new strategies. And so as a consequence that activity fell back a few million dollars, not an overall huge activity number for us. So nonetheless it was meaningful and that’s what caused the variance in our results year-over-year.

George Sutton – Craig-Hallum Capital Group LLC

Okay. And finally for me relative to the new facility that you’ve got today from Fifth Third, what does that now enable you to do relative to the MDTV acquisition and what remains?

James L. Mandel

Well, there are number of things that have to be concluded based on previously released information, which is proxy filed by MDUC approval of their shareholders and approval of their lender. But by and large, we are in the tail end of this process, now as far as what activities Multiband needs to accomplish.

We’ve now demonstrated that this is a financeable transaction, and we received a commitment letter and we’ll be filing an 8-K today just literally in the next few minutes, which will address that. So I think we’re getting down now to the very, very tail end of this activity and we expect to continue to move forward and complete it.

George Sutton – Craig-Hallum Capital Group LLC

And just to be clear is the financing really contingent on the closing of this specific transaction or is it a broader acquisition facility?

James L. Mandel

Well, we have not addressed a broader acquisition facility with Fifth Third. We have been very succinct in our request along these lines. Now for whatever reason there was to be a change in that process I would not envision that that would be an issue, but it’s just has not been discussed at this point.

George Sutton – Craig-Hallum Capital Group LLC

Gotcha, okay. Thank you very much.

Operator

Thank you. (Operator Instructions) Our next question comes from the line of Harvey Poppel with Poptech LP. Please go ahead.

Harvey Poppel – Poptech LP

Jim, congratulations on a very sound fourth quarter; on this new announcement, just to be clear, the debt held by MDTV is I recall considerably less than $55 million; is that right?

James L. Mandel

That’s correct. So it’s totally substantially less than that.

Harvey Poppel – Poptech LP

Yeah.

James L. Mandel

So the $55 million takes into consideration, the $30 million that we’ve already funded with Fifth Third.

Harvey Poppel – Poptech LP

Oh, I see. The $55 million is including the $30 million, not in addition to.

James L. Mandel

That’s correct.

Harvey Poppel – Poptech LP

I didn’t understand that? Okay, and so the additional $25 million if you will is earmarked in large part to take out the debt that currently held by MDTV, is that correct?

James L. Mandel

Yes it is.

Harvey Poppel – Poptech LP

Okay. One other question totally different, and this was discussed on previous earnings calls, your exceptional expense, healthcare expense, employee expense for 2012, did you have any more of these extraordinary events in the fourth quarter? And what are you doing to prevent such spikes in the future?

James L. Mandel

We actually did, and we had three catastrophic claims in 2011 total. And we had I believe 12 or 13 claims in 2013. So it was materially substantially off the chart. One of the issues that caused I think that climb was that we migrated to a higher W2 concentration of associates. And as a consequence, we also pass through a number of new benefits to our associates during 2012 including increased health benefits and 401(k) and some tenure bonus programs.

So the result of which is that we had a substantially higher number of employees on our healthcare plan and so some of that obviously just actuarially increase the number of claims that were possible. But part of that could have been planned for, but certainly not to the extent that we actually experience.

In 2013, we are no longer pressing to eliminate contractor activity underneath our field operations. We’re actually going to bring a few more larger contractors into the fold, which over time will reduce just through the normalized churn of our employee population. We’ll reduce the number of participants in our health plan and in our workmen's comp plans et cetera.

So that in and of itself over time will start to mitigate the impact, because we will still have I'm sure catastrophic claims that we’re just going to be having those claims over a smaller population of insured participants. That’s really the main thing we’re doing. We’re not going to go eliminate jobs and replace them. But we are going to have a higher replacement ratio with contractors over the natural and normal churn event that we’ll get with our technician base and that’s how we’re going to bring that population down.

Harvey Poppel – Poptech LP

Okay, thank you.

James L. Mandel

Thank you.

Operator

Thank you. (Operator Instructions) Our next question comes from the line of Bill Sutherland with Northland Capital Markets. Please go ahead.

William Sutherland – Northland Capital Markets

Hey, Jim.

James L. Mandel

Hi, Bill.

William Sutherland – Northland Capital Markets

Wanted to get clarification on the employee turnover directionally obviously very strong, so what was the level you’re at now, is their approach being sort of, in terms of the target and will we start to see impact in the EBITDA margin potentially in 2013?

James L. Mandel

While we have a target of 40% for the year, that’s a pretty aggressive target. Keeping in mind that we brought this thing down from over 100% churn in 2009 to 77%, and not 55%, it gets obviously markedly more difficult as you get further down the line.

We don’t expect any material impact of margins and we do expect to see as far as the operating margins. But as far as SG&A, we do expect to see some material impact in some of these more SG&A related expenses. So again, we don’t see anything deleterious by slightly changing those ratios, but we do see potential to have a fairly material impact in the catastrophic claims and other related SG&A expenses to go along with a slightly different employee/contractor ratio. And that will impact us since the seasonality occurs and revenue and fourth quarter volume picks up later on during the year.

William Sutherland – Northland Capital Markets

Okay, I just understood the point and I think we are initially making on the prior question, which is that the employee contractor ratio is offsetting change and that is offsetting the, since that you’re getting in terms of the attrition going down?

James L. Mandel

Well, it actually impacts a number of things. First and foremost, cost of goods sold is not materially impacted, that’s my reference to the margin. But certain other SG&A components are impacted by smaller employee percentages over as they compare to the overall percentages of our workforce population.

Things like workmans comp claims for insurance, when you hire a contractor; the workmans comp claim tends to go down. Company-owned vehicle use goes down, gasoline and repairs and damage claims, health claims all those things tend to go down.

And so some of those things are in the gross margin area, some of those things are in SG&A. But overall, we expect to see a favorable impact as we slightly retool that overall population. The things that we would be at risk on would be the quality of work. I mean I think that we’ve matured as a company, so that we can demand and we can certainly attract a larger and more sophisticated contractor base that is more have to be able to handle the work flow in an acceptable manner.

I think that was probably something that we’ve wouldn’t been able to do a few years ago. But and that’s why we actually went to a much higher W2 count but I think we’re gaining a lot more consistency in our overall work product and so that’s a long is to make some of these changes that will possibly impact the overall expense structure.

William Sutherland – Northland Capital Markets

So I guess really I cannot provide a specific direction on the equivalent EBITDA margin to 2013, if you’re going further, what are the biggest two or three factors that was going in?

James L. Mandel

Well, continued improvement in our ancillary business is certainly a key. A leveling off of the DIRECTV HSP activity, so we’re not reeling from the specific tools of contraction and expansion in that particular area. Certainly the employee/contractor ratio that I just discussed, and also the continued expansion of our MDU business, which was up nicely 2012 versus 2011 and on only about $6 million or $6.5 million of additional revenue flipped from net losses to net profits. So we think that operating leverages as we move forward bodes extremely well for the company, certainly provides a lot of support to the pending acquisition, the MDU Communication. And I think it’s also a harbinger for things to come as we continue to grow that segment of the business.

William Sutherland – Northland Capital Markets

So I guess my takeaway in terms of your guidance is related to the fact that this acquisition looks like it’s going to move to closing and which was in this specifics with numbers although where that lands? Is that fair?

James L. Mandel

Yeah, I mean we have since that acquisition intend on having record revenue and improve EBITDA. So we’re not relying on that acquisition to do anything except enhance what we already have. So I don’t want to leave the impression that we’re relying on acquisition process to improve things, we’re not. We think that that acquisition will enhance what we expect to be an improved year.

But it’s really the benefit of a myriad of small items. It’s not one huge thing that’s going to flip this thing on here and improve. I mean we just think that across the Board, we’re improving efficiencies, we’re improving process, we’re improving performance in all of those things, we’re going to add up to a more robust 2013 than we had in 2012.

William Sutherland – Northland Capital Markets

Okay. And then the amended commitment letter is that exactly the same terms as the (inaudible)?

James L. Mandel

Yeah, it will be exactly the same term, just look its higher dollar amounts that have got the same, 30 day LIBOR based plus 5.5% on the term loan, 30 days LIBOR based plus 5% on the revolver.

William Sutherland – Northland Capital Markets

Great. Thanks, Jim.

James L. Mandel

All right. Thank you.

Operator

Thank you. (Operator Instructions). Our next question comes from the line of Ross Taylor with Somerset Capital Advisers. Please go ahead.

Ross Taylor – Somerset Capital Advisers LLC

Jim, I can’t believe that I’m the only investor on this call who is exceptionally frustrated by basically the inability to get things right in the last 12 to 18 months. I’m having this fortune of going back and looking at a presentation you gave to me about middle of 2011 and that time, you were talking about the ability to triple EBITDA, grow the top-line somewhat not aggressively, when I look back and I realized you’ve increased the top-line by 10%.

EBITDA is actually lower than you were working at trailing 12 months, and we’ve seen a number of missed steps whether its delays in getting the refi done or whether it’s two acquisitions that still leave me scratching my head is to whether they actually make economic sense and the like, it seems that the Board and you have kind of lost touch with what the shareholders find is interesting. I think it’s most telling that when you did the acquisition, announced the acquisition last year, you put a 240 low under and the stock today is trading under that level and honestly has always been a couple of days above that level since that acquisition was announced?

And I think it’s time that we really start to get the Board and you’re more in touch and focused more on the shareholder interests. I mean you’ve had tell a great story, but the simple fact is the last 18 months you haven’t been delivering?

James L. Mandel

Well, you certainly Ross have some valid points there. But the fact is when we put the offering out in the middle of 2011, we put very, very succinct goals that will happen over a four or five year period of time. And we also stated that one sort of initiatives were in place. We expected to get significant operating leverage on our results.

And I think that we have continued to diversify. We’ve stated that the DIRECTV business would be flat, it’s indeed flat. We stated that we would expand MDU. We’re in the process of doing that and we also will be getting into other lines of business, which we’re doing. And even though, we’ve done all of that. And there has not been phenomenal top-line increases, we did absorb over $21 million decrease from DIRECTV in the past year.

So that really set us back a little bit. However, we think that this has now stabilized. We have retooled the balance sheet. We have restructured all of our financing. We have a long-term and viable financing and I think that it’s way too early to determine whether or not there has been a misstep along these processes.

I’m very, very confident that we will continue to expand top-line, mid-line and bottom line performance, despite these specific commitments that we had to overcome and nobody is more frustrated than we are. But nonetheless, this is not a short-term deal. This is a business that we continue to run for the long-term.

We don’t get too excited about anything that happens today despite a plan for tomorrow. And that’s really our mantra and I think that it starts to play out as we go forward and it’s staring to play out I think as we speak. I mean I don’t think that we would be able to go out and get the type of financing that we have here, if we didn’t have a viable business plan and a viable business model that was capable of being financed by a real bank and not just a hodgepodge your funds and participants.

Now I think that that’s really, that’s probably the best thing that I can state about, where we’re headed. And from once we came, yeah, there has been some bumps in the road. But I think we’ve managed all those bumps and I think we’ve managed (inaudible) and the stock is going to do, but I’ve got just on the right path to higher level than it has been.

Ross Taylor – Somerset Capital Advisers LLC

Well, I would argue that your shareholders are probably more frustrated than you, particularly your professional investor shareholders because this has been a very rocky path, and as I said I think it will be great to see some change at the Board level to bring some people in who have no end commitment to shareholders and the like.

I know you have a large shareholder who has talked about doing something of that nature, potentially talks about it and I think we would like to say we support moves of that nature by anyone who does them, because I think it’s important that you, the Board and all basically have much higher tighter ties to the shareholders.

So going forward we can make sure that we’re getting the most out of this situation as opposed to kind of stumbling through with great promises and great opportunities, but quite simply not realizing that. I wouldn’t want to be sitting here in two years kind of looking forward and saying wow or looking back and saying just happened, achieved will be set-off to achieve as I am now looking back to yours?

James L. Mandel

Well, in fact in August, we did elect two new Board members of the Board. Even though there was no significant demand by all the shareholders involved. We nonetheless reacted to larger shareholders that are out there. We actually went through all of the large shareholders and ask for nomination and result of that as we elected two new Board members to the Board of Director. So I think we have at least along those lines and try to be very, very proactive and trying to accommodate the changing makeup institutionally of the company and its shareholders.

Again as far as the performance, we don’t see that this is materially different than what the overall strategy was to accomplish over a period of four or five years. And I think that if we go another three years, and we’re in the exact same place then I can totally agree with it. I just don’t think that that’s what going to happen and I don’t think that’s where we’re going to be.

Operator

Thank you, sir. Our next question comes from the line of Anthony Cambeiro with Anthology Capital. Please go ahead.

Anthony Cambeiro – Anthology Capital Group

Hi, Jim, I have been jumping on an after had another call. But I wanted to ask, did you provide any guidance for Q1 seeing how the quarter ended yesterday?

James L. Mandel

No, we didn’t provide any guidance at all. What I just stated was that we’re not going to provide guidance at this time. We’ve got a couple of things that we would like to see settle down before we do that. That’s why we are committing to as that we will have more revenue and more EBITDA in 2013 than we had in 2012.

Anthony Cambeiro – Anthology Capital Group

And is it going to be the policy that you are going to report the quarter that ended until the odd and everything is completed for rest of quarters of the year?

James L. Mandel

While, we typically have not.

Anthony Cambeiro – Anthology Capital Group

Yeah.

James L. Mandel

Quarter just ended yesterday, so we don’t have all of the information at our fingertip. And it takes a while to accumulate that. And so typically, we will not provide any guidance during the quarter or immediately thereafter like just take a recall. As we get further into the year and we have more clarity then we will of course provide more clarity, but right now we just don’t have it.

Anthony Cambeiro – Anthology Capital Group

Thanks.

James L. Mandel

Thank you.

Operator

Thank you. There are no further questions. At this time, I’d like to turn the conference back to Mr. Mandel for any closing remarks.

James L. Mandel

All right, [Britney]. Well, thank you ladies and gentlemen for your time and attention. Look forward to our next call with you, which will be in approximately six weeks when we will discuss the first quarter 2013 operating results and financial results. Until then thank you and have a good day.

Operator

Thank you, ladies and gentlemen. That concludes the Multiband Corporation 2012 fourth quarter and year-end earnings conference call. We thank you for your participation. You may now disconnect.

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