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Executives

Dean Cubley - CEO

R. Greg Smith - CFO

ERF Wireless, Inc. (OTCQB:ERFB) Shareholder Conference Call August 28, 2014 4:00 PM ET

Dean Cubley

I would like to welcome everyone to the ERF Wireless Conference Call. Sorry we were having a bit of a technical problem here with the conference number I think we’ve got it corrected now. This is Dean Cubley, CEO of ERF Wireless. In the room I have myself and R. Greg Smith, who is our CFO. I would just like to give you a little bit of overview here of how the call is going to be conducted. First of all, we’re going to do a very short overview on my part as well as Greg’s part. Greg will do the financial and I’ll give just a little bit of an overview of the Company.

This is primarily for the stockholders that are new to the Company. I realize most of you this might be a little bit redundant but I’d like to get everyone on the same page. Following that we will have a -- which is a 30 minute question-and-answer period. The questions have been sent in previously we have them here and we will read the question and then we will answer it. For those who may not be able to have gotten their questions in if during the call you think of a good question and would like to get it in just quickly email it to questions@erfwireless.com those will be brought to us and we’ll try to work it into the call before it’s over.

So with that as a backdrop we’ll launch right into the call. ERF Wireless is a Company that was formed in 2004. It was primarily put together as a Company that would do a series of [indiscernible] of wireless networks. The concept was very simple buy the networks and then put them together, find the buyer and sell them off. It didn’t work quite that well because a lot of the networks were scattered around the Southwest. We actually bought 15 of them. And by the time we put them together it appeared that the margins had to be improved a bit, so we developed some vertical markets to try to improve those margins before any kind of a sale could be accomplished.

That led us into the banking industry. We service regional banks primarily in Louisiana, Texas and the surrounding areas. We have somewhere south of 100 bank locations that we service currently and three large networks. We also have hospitals and clinics and a variety of school districts that we service. All through our what’s called our enterprise network services division. We have three divisions to the Company. The second division is our wireless bundled services division. That division services both commercial as well as residential customers throughout Texas, Louisiana and a few over into New Mexico.

Third division is one that is currently the newest and also produces the most revenue that is our energy broadband division. That division primarily is focused on the oil and gas industry, providing a host of services all related to wireless broadband out to the drilling locations, out to the remote areas where broadband is in great demand. Those three divisions have contributed all of our revenue over the last several years and are continuing to contribute that revenue as we move forward.

We have a plan to continue this structure for the near-term. We believe that wireless is a technology of the future. It is something that is growing and still proceeding. So we think that wireless is something that as a stockholder you should be very comfortable being involved in. Almost everything that is around us is wireless now from the cellphones to the Internet and everything in between.

So with that as a general overview of the Company, and I’ve really just giving you highlights. I’ll turn this over to Greg Smith and let him give you a summary. And we’ll do a brief summary here of the financial position of the Company prior to going into Q&A.

R. Greg Smith

Thank you Dr. Cubley. Good afternoon shareholders and other participants on the call. I’ll spend a few minutes covering the highlights from recently reported second quarter 2014 results as well as discuss some of the current undertakings and certain of our future plans. We reported revenues of 1,635,000 for the quarter ended June 30, 2014. That compared to revenues of 1,563,000 for the same quarter last year June 30 of 2013, which was an overall increase of 5%.

The reported gross profits of 696,000 for the quarter ended June 30, 2014 compared to 564,000 for same quarter June 30, 2013 a more significant increase an overall increase of 23% in our gross profits. Our overall gross profit margin for the second quarter was 43% and that compared to the gross profit same quarter last year of 36%, so a noticeable and significant improvement in our margins quarter-over-quarter last year.

We reported total comprehensive loss of 988,000 for the quarter ended June 30, 2014 that compared to a total comprehensive loss of 2,256,000 for the quarter ended June 30 of 2013, obviously a substantial improvement of decrease of $1,268,000 or 56% improvement. We reported a decrease of 656,000 in operating expenses for the quarter ended June 30, 2014 as compared to the same quarter June 30, 2013 which was a decrease of 34%, that decrease was primarily related to lower employment expenses from reduced headcount of 319,000 and approximately 241,000 lower legal and professional services associated with the concluded arbitration proceedings with Schlumberger.

The Company reduced its burn rate as measured by earnings before interest taxes depreciation and amortization or EBITDA to a loss or a burn rate of 132,000 for the quarter ended June 30 of 2014. And this compared to an EBITDA loss or burn rate of 860,000 for the quarter ended June 30, 2013, decrease of 728,000 or 85% decrease.

On the cash flow sources and uses we reported net cash used by operating activities of a negative 60,000 for the six months ended June 30, 2014 and that compared to net cash used by operating activities of a negative 1,675,000 for the same six months period ended June 30, 2013 an overall decrease of 1,615,000.

Our second quarter and six months results for the period ended June 30, 2014 reflected the decisive actions that we took early in 2014 to reduce our operating expenses. Overall in the six month period we achieved a reduction of 1,321,000 in operating expenses in the first half of 2014 compared to the first half of 2013. This reduction is the equivalent of 2.6 million reduction on an annualized basis and that compares to an overall EBITDA burn rate for 2.6 million for all of calendar 2013. We continue to make good progress on executing our restructuring plan, reaching positive cash flow from operations and aggressively focused on driving market share, increases for our products and services and associated revenue growth.

As we move forward our immediate focus and attention is on the following and we’ll expand on this in some of the Q&A period. But one of the near-term items that we’re focused on is completing the sale and divestiture of certain wireless networks that are non-core to our oil and gas vertical business. For additional improvement to our balance sheet and certain use of proceeds going toward debt repayment and for the expansion of our oil and gas vertical market. Use of proceeds we’ll be paying down and eliminating certain Company debt to improve the balance sheet, reduce interest expense and significantly reduce the debt base growth of outstanding common stock that is coming to the market from debt-to-equity conversions.

Additionally, as part of that strategy we’ll be pursuing perspective acquisitions that are accretive, profitable and cash flow positive. Specific companies that we’re targeting have innovative technology, services and solutions that we believe will enhance our position in the energy vertical marketplace and with the overall objective to increase our consolidated revenues, our overall cash flow from operations.

With this quick summary, I’ll turn the floor back over to Dr. Cubley for any additional comments and then we’ll move into the Q&A portion of the call.

Dean Cubley

Alright thank you, Greg. I just like to say that our stockholders are not very wordy we only received questions from three stockholders during the past week here. And I am being handed a couple of additional series of questions here, so that’s good. People are listening. I am just going to dive into the questions and these are attempted to be in an order that makes sense. But if we double back on some of these, bear with us. And we’re just going to do this on a very informal basis.

First question is one that is particularly dear to my heart and that I have been asked a thousand times. And that is, has ERF Wireless ever been a shale company?

Yes, it’s because that’s one of the boxes on the SEC documents that always has to be checked one way or another. And stockholders called me up, they ask this and the answer is definitely no. It’s never been a shale company. We acquired a company to roll the assets that we had purchased back in 2004 we acquired that company and rolled the assets into it but technically it was never characterized as a shale company and never set their with our operations which is the way the shale company is defined under SEC terms. And we have been an operating company since the beginning of the company. It’s changed the nature of its operations in 2004 but it is not a shale company.

We touched just a little. That was first question. The second question is related to the divestiture of the assets that’s currently underway. Stockholder says, is there such a divestiture really happening? And if so what’s the status?

The answer to the first part of the question is yes. There is a divestiture of certain of our non-core wireless networks, the ones that are not in oil and gas territory that we are selling. And we are under a non-disclosure with the buyer, and so we cannot give out the buyer’s name at this point until we close. We will put a press release out once we close on it and give the details of it. I can tell you that the completion of that is eminent. It’s not months away. It is eminent. I can’t give you the exact day of the closing because that is still confidential under the terms of the agreement. It is moving very nicely. We’re just completing schedules and paperwork that has to go in with such a large sale. It is a multimillion dollar sale, so as you can appreciate, it is not something that goes without a lot of paperwork. And fortunately or unfortunately we’re in the midst of all that paperwork right now.

Alright, number three. This goes back to something Greg touched on. As the stockholder says, we have disclosed in the past in some of our press releases that we want to purchase some other companies as part of our growth plan. Stockholder asked, is this still in the company’s near-term plans? And if it is, has the company been able to identify any suitable acquisitions? And if so, has there been any activity towards those ends?

I’ll let Greg address that since he is hitting up those M&A activities.

R. Greg Smith

And I think what we can talk about that we have publicly discussed is we’re in various stages of due diligence on a number of different perspective targets and moving certain of those targets into NOI stage that we would be able to publicly announce after such are complete. But at this point we’re in the decision stage and some are long than others but we’re moving along in getting them a nice pipeline and perspective targets that we’re focusing on and working with investment bankers in New York on screening those, so I think that’s what we can allow at this point.

Dean Cubley

Thank you, Greg. Next question relates to an investment banking relationship. The stockholder asked do we have an investment banking relationship to fund a $30 million in acquisitions as previously announced, is it still active and is it standing?

First of all yes we did put out a press release back a few months ago that we had such an investment banking relationship we still have that investment banking relationship, it is still active. As Greg has pointed out we’re pursuing a number of candidates, most of the candidates that we’re pursuing are synergistical to what we’re doing and a lot of cases they are our competitors. Obviously they do not want to be identified at this point in time for obvious reasons but when we complete this investment banking relationship will be the source of funds to purchase these in most cases there are larger than we’re and will contribute a very significant amount to our overall revenue and to future profitability. Yes that relationship is very much in place and will continue.

Alright next one here is one that I am sure a lot of stockholders would like to ask, I don’t know why they haven’t asked it. But the stockholder asked what’s the current status of the convertible debentures and what’s the plan to eliminate the convertible debt?

I’d just like to say that ERF Wireless never really wanted to have any convertible debt that was never something that we entered into gladly. It came about as a result of the expenses associated with the Schlumberger arbitration. We looked at the arbitration and it appeared to be a very real and likelihood that we were going to receive a substantial amount out of it. We had a choice of dropping the arbitration or going into debt a little bit to pursue it. I’ll take the blame for making that decision to go into debt to pursue the arbitration, right wrong or otherwise we did. We’re now actively working to eliminate that convertible debt. Obviously the sale of the non-core assets will be a part of the elimination. There are other things that go with that. I can’t give you a hard and fast time-table because of the other reasons I have mentioned here in terms of when we’re going to close the sale. But eliminating convertible debt is very high on our requirement list. And we will of course put out some information on that after it happens.

Alright let me jump here just a little bit. Here is one that is definitely we’re not going to answer. Says is there an executive succession plan in place? If so please enlighten us with some details.

That is something that is defiantly is in place, we have a plan in place we have a person in place and at the right time which won’t be too far in the future that announcement will be made. And I’ll be standing at the front of the line clapping when it’s made. So it is something that I think the company needs and once the company is on the solid footing, I’ll be the first to agree I am ready for a day off now and then and I have met that lately.

Another question, what is the enterprise value or the market value of your existing networks? Are there some networks that you can sell today and substantially clean up the balance sheet along with creating some additional shareholder value?

And as we addressed earlier, we’re selling a small piece of our networks in non-oil and gas territories and several million dollars. So, in terms of an enterprise value, if you go out and look at some of the Web-sites that show enterprise value, they seem to think that our enterprise value is somewhere in the $10 million range I don’t know how they arrived at those numbers. But I wouldn’t disagree with them. In terms of cleaning up the balance sheet obviously that’s high on our priority list because interest alone has been a big factor in keeping us from becoming profitable. We’ve got to get rid of the large amount of interest and derivative cost. And when I say derivative I am speaking of derivative in the sense of the SEC the way they make us take expense for things that potentially could incur expense in the future you have to take it up-front and then amortize it over the life of the item such as an employment contract or convertible debenture or anything that has a derivative feature. The world has gotten really complicated over the last 10 or 15 years in terms of the financial accounting and I am sure Greg would agree with that.

Greg, do you want to address some of the CFO questions. I am sure they are tired of hearing my voice for a few minutes.

R. Greg Smith

On shareholder indicates gets what our efforts are underway to reach profitability and can we discuss some of those?

I did discuss certain of those as I went through the results of the first, second quarter and the first half of 2013. We essentially as we came into 2014 adopted a really three pronged approach to one was selling our way out, saving our way and then excellence and in terms of deployment of systematic business processes and productivity and efficiency increase just in the overall operations of the business. I’ve already alluded to the essentially the reduction of operating overhead expenses and the business of order magnitude of 1.3 million in the first half of 2014 or 2.6 million annualized rate which equated to essentially the same essentially burn rate that we had of all of last year so just with overhead and expense reductions we’ve been able to dramatically improve operations and now are focused on market share increases, rig count increases or we’re deploying our turnkey communication solutions to the energy vertical.

The gross margin improvement has also contributing to that improvement and so we expect to continue to those efforts as we go through the second half of 2014 and then we intend on layering on top of that improved operating performance certain acquisitions that are accretive and cash flow positive to essentially bulk us up and allow us to pursue certain of our other strategies which include getting off of the board and board exchange. So I think that pretty well covers that question.

Dean Cubley

Thank you, Greg. Well, I am impressed our stockholders are listening and sending in additional questions. So I just received a question here about one of the questions we answered. I’ll read it aloud here. This came from stockholder who said you mentioned the convertible debt was issued in conjunction with the handling of the expenses associated with Schlumberger arbitration case. However you also previously stated in numerous occasions so the ERF Wireless law firm interpret on a contingency basis. Thus no expanse to ERF Wireless unless it received an award, this is very conflicting. Can you disclose the actual expenses that were associated with Schlumberger case?

Well, the stockholder is exactly right, our law firm did take the case on a contingency basis they booked over $2.5 million against that case they had to document it for the court, but obviously what is not understood but this question is there is a lot more than just attorneys involved in the three year arbitration. First of all, there were three senior attorneys or judges that had to be paid split between the two parties that was several hundred thousand dollar, some of the experts alone were hundreds of thousands of dollars over the course of the hearings. All-in-all the attorney fees were a majority of these spends but not a vast majority. We spent I would guess and I am doing this just from top off my head, but I would guess we spent only aside from the attorneys in the range of $1 million. I don’t know Greg would that be a reasonable estimate/

R. Greg Smith

Yes and the attorney professional fees, counted to expert witnesses et cetera and when you go back and look at 2013 results, it was in excess of a million for those categories. I think also to point out to the shareholders that are not familiar and kind of followed the Company since the 2009 timeframe when we entered into that exclusive contract with Schlumberger as you would all call 2009 was the year in which oil and gas drilling activity dipped by basically 50% and so as we move through and performed against that three years exclusive contract, we literally incurred millions of dollars worth of cost that’s reflective in and really the financial profile and with that position that the company is in today. And that was cost incurred to build up a fleet of mobile broadband tower tailors, fleeter of trucks to execute on that contract as well as the footprint that we put in place to execute on that contract.

So it’s more than just the cost of the arbitration, it’s the cost of bad debt that we put in place to execute on that contract and obviously for those who have voted know that the Company did not benefit financially numeration on that contract despite the millions of dollars that were spent executing on it so, water under the bridge at this point, we’re focused on moving forward and increasing market share in the market that we were letting Schlumberger lead us on that exclusive contacts, we’re executing on our own at this point.

Dean Cubley

Thank you, Greg. Another question here from a shareholder that was just in that is directed primarily at myself, says I believe it would still investor confidence if the CEO was a major shareholder so that his interests were more aligned with shareholders does the CEO have intensions of increasing his common shareholdings?

The answer is yes but I would like to elaborate just a little bit, there seems to be a misconception that I am independently wealthy on a personal basis because of the financing that the Angus Capital Partners, which is a trust that my parent set up back 20 years ago that is a generation skipping trust the beneficiaries are two sons. I am not a beneficiary whatsoever on the trust neither am I benefiting in any way off of it. So that is providing financing to the Company under the Angus line of credit which currently stands as a $12 million line of credit with a balance I believe, Greg, of somewhere in 4.3 million spending at June 30th correct.

Now personally I am at arm’s length with that. I of course am familiar with it being the CEO, but I have no signatory authority. I have no control over that. And my two sons who are in their 40s along with a tax accounting firm are the controllers of that line of credit and because of my CEO position I do keep quite a bit of an arm’s length position with it. So I just earn a salary like everyone else here and yes I do plan to buy more stock but it’ll be coming out of my salary and not from any benefits I’ve received from that trust, because I never will receive any.

You will have to understand a little more about the trust but it is something that benefits this company greatly because it provides a back stop to our financing and that kind of leads into another question here that the stockholder asked. And that was, okay if you got this line of credit why don’t you just go out and pay off these convertible debentures. Well first of all if the line of credit could have been utilized to pay the debentures off it would have a long time ago. It is by its very nature and its provisions it is there as a back stop to the company for operational purposes it is not possible to use it to pay off other debt but begun making a pool upon that for operational purposes and thus on a regular basis the line of credit I think probably contributes to several hundred thousand dollars a quarter, I don’t know the exact numbers. But it is in that range and strictly for operational purposes.

So I wish we could pull upon it to pay existing debt but that was not the way it was originally structured in its fundamental terms. And I will be buying more stock on a personal basis because I do believe in the company. I do think that it is a good buy at this price certainly it is and I made a statement in a press release earlier this year that I thought the stock was greatly undervalued. I still believe it is greatly undervalued. I believe in that press release when I stated at the time was that I thought it should have been trading at least $1 a share at my own opinion of the amount it was undervalued. I haven’t changed that opinion, the convertible debentures are laying heavily upon that and my guarantee a dollar a share of course not. I am just giving you a personal opinion based on the fundamentals of the company and I believe anyone looking at in an objectionable totally independent way would come to a similar conclusion, you’d have to look at the assets, you would have to look at the customers we have the business, the nature of the customers we’re talking customers that have balance sheets in the billions of dollars each. We’re not dealing with a lot of smaller customers. Our oil and gas customers are household names out there in the oil and gas industry.

You’d have to look at all the fleet of trailers and trucks we have and our expert technicians out in the field who service those rigs. The Company is in a very advantageous position in terms of the enforcement, number one to have acquired the terrestrial networks over the last 10 years that are now located in very specific oil and gas producing territories; number two, to have variable to develop the technology to go deliver to those drilling rigs. We’ve invested several million dollars in what’s called our mobile broadband trailer fleet. We have 132 of those trailer mounted erectable 50 foot towers. They are the key to our delivery, our competition has nothing like that our competition is still using VSAT very small aperture satellite terminals to deliver bandwidth which is more expensive and a lot slower than what we’re providing on our terrestrial networks.

I would love to say that I plan these years to go to be in this position at this point in time but it was luck, strictly luck that we acquired these networks and then the oil and gas industry took all as it was. When we started this oil was $30 or $40 a barrel now it’s in the $100 range. And we’re in the perfect position to take advantage of it going forward. That is why we are slimming down our networks getting rid of the ones that are not in the oil and gas territories directing the monies toward expanding our oil and gas business and I know everyone has heard that we want to move into profitability and we do want to move into profitability. But we’re moving in that direction. Our losses are starting to shrink as you can see from our last two 10-Qs and I am not backing off at all of the statements that I’ve made earlier regarding ultimately achieving profitability in our national market listing.

The national market listing is something that is very difficult to achieve at this point if you look at our stock price but it is something that we have a plan for that is part of our relationship with this large investment banking firm. They’re not dealing with us because they think we’re going to steal them the golden more obviously. And we do have a plan we’re not always in control of the time line on it, but believe me we do have a plan. Our objective near-term is to get this company moving even more than it is to focus only oil and gas and to do those things that will improve shareholder value. And I know I’ve gotten off the questions here and started to be a bit of orator but I get passionate about some things and growing this company is one of them.

Let’s see here, Greg do you have some other financial questions you need to address?

R. Greg Smith

I think there is a couple of here coming in. Besides reduction and liabilities on the balance sheet what impact while the elimination of convertible debt on the financials be to do on the financials of the company?

Obviously the convertible debt goes into equity and with those shares go into the market obviously puts a significant pressure on the stock. So our objective is to eliminate that convertible debt as we restructure and to remove that pressure from the marketplace.

Dean Cubley

I have got a question here about reverse splits. And I am always told not to talk about reverse splits on a shareholder conference call. But when I get a question I am going to answer it. And stockholder points out that we have had a couple of reverse splits in the last few years of the company and do we have any plans for a reverse split going forward?

The answer to that is no. We did what we had to do to keep the company moving forward. And if the stockholder support the stock out there and move it forward we’ll be able to achieve everything without anyone ever suggesting a reverse split. I certainly would never vote whatever shares I have for reverse split going forward. So, you can be assured you have one vote of no on the Board of Directors if that subject ever comes up and I don’t expect it to ever come up.

R. Greg Smith

Another question that I think you touched on a little bit and we’ll cover little bit more one shareholder what’s competitive advantage that the company has over its immediate competitors?

As it relates to our energy broadband vertical marketplace, our primary competitive advantage the marketplace historically and still extensively today is serviced by the VSAT industry. And obviously the advantage we have there is the low latency solution high bandwidth solution that we bring to these operators that have allowed them essentially we’ve been one of the pioneers and getting the industry to real time there is a significant competitive advantage over VSAT because physics is physics when one has to go up 22,000 miles up in fact to the burden bag versus our terrestrial microwave networks that competitive advantage is in that latency. Yes, there are other competitors that are paying attention in the 4G LTE space, but we see that there is substantial market share opportunity underneath our footprints and we’ll continue to expand our footprints to service industry because it really does bring the operators a solution that allows them to reduce their cycle time and with cycle time reduction comes cost reductions and that’s very beneficial for our operators.

Dean Cubley

Thank you, Greg. We’re running short of time here look like so, I would like to just give a kind of wrap up from the new point of the CEO here of this company. I am very comfortable with the position that the Company has in the marketplace. We have become primarily a specialized high capacity broadband provider to very big industry giants. Yes, we do receive some of our revenue from banks from other entities, but let’s just focus on the oil and gas for the moment because that’s where the lion’s share of it comes from.

For those of you who are not familiar with where our networks are, we have networks throughout the western part of Texas in the Permian Basin up in the Panhandle Texas some go over in Oklahoma some go over into New Mexico. We have networks down in the Eagle Ford shale, in South Texas it runs all away from near the Mexican border all the way South of St. Antonio across I-10. We’re not moving into Central Texas in the College Station Area and further up we have operations running in the Dallas Fort Worth Area.

We have operations in Louisiana mainly in the western side of Louisiana. And a number of independent operations scattered around the State of Texas from Stanford Texas, it’s producing second largest amount of oil in the U.S. only by behind North Dakota. And we don’t see any change in that in the future. The price of oil goes $25 a barrel we will have a different kind of conference call here. I don’t see that happening where I actually see it because of the world situation being stable or even going up at least as the industry view right now out there by lot of experts.

So this company is well positioned. The value of the stock right now is a joke. It’s a joke from a standpoint that if you look at how the Company is valued it’s valued at $300,000 to $400,000 in terms of market cap. We bring that much in two or three weeks in revenue. So don’t let the pressure on the stock but the convertible benchers for you. Look at fundamentals of the Company, look at what the Company is doing and look at its revenue. Yes, they a bit down but they won’t be there forever. They will be gone.

So to those stockholders out there who have been with us a number of years, I thank you. To those new stockholders that are coming on board, do your homework, look at the fundamentals. I know this company has been here for 10 years. We celebrated our 10 year anniversary this year and we plan to be here for several more tenure of periods. And we believe in the Company. I believe in the Company. All the employees believe in the company. And when things would get better going forward in terms of the stockholder value, I have to believe that will. Are there any guarantees to that? Of course not, nobody can guarantee anything in this world. But I can tell you right now, I would be buying stock and will be coming out of my personal funds and when I do I am doing it because I believe I am going to make money on it, otherwise I wouldn’t be buying it.

So with that, I thank you for your participation and we will look forward to speaking with you again at the next call and also to communicate with you by press releases in the interim. So thank you very much and good day.

Question-and-Answer Session

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