Good afternoon, ladies and gentlemen, and welcome to the pdvWireless First Quarter Update Conference Call. [Operator Instructions] It is now my pleasure to turn the floor over to your host, John Pescatore. Sir, the floor is yours. .

Thank you. Good afternoon, everyone, and welcome pdvWireless' earnings call for the first quarter of fiscal 2017. Joining me today to discuss our results are Brian McAuley, our Chairman; Morgan O'Brien, our Vice Chairman; Tim Gray, our Chief Financial Officer; and Robert Schwartz, our Chief Strategy and Development Officer.

Before we begin, I'll hand it over to Tim to remind us of a few important items. .

Thank you, John. Before we begin the substance of today's call, I'd like to make some brief introductory comments. Earlier today, we issued a press release which outlines the topics we plan to discuss today.

If anyone has not yet had the opportunity to review this press release, it is available on the pdvWireless corporate website at corp.pdvwireless.com. It is also available on the SEC's website. .

Additionally, I'd like to remind our listeners that this conference call is open to the public, and a recording of our discussion will be available on the company's website. .

During this call, we will discuss some factors and matters that are likely to influence our business going forward, including statements relating to regulatory issues, our expectations to our dispatch business, customer acceptance of our service offerings and our spectrum initiatives. .

The company has a limited operating history with respect to its recently lost DispatchPlus business; the company's indirect sales model may not be successful; customers may not adopt the company's technology or service offerings as quickly as anticipated or in sufficient numbers; the company spectrum and other initiatives and opportunities, including its Joint Petition for Rulemaking and its FirstNet bid proposal, may not be successful on a timely basis or, at all, may cause more than anticipated and may continue require significant time and attention from its senior management team and the expenditure of significant resources.

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These and other factors that may affect company's future results or operations are identified and described in more detail in its filings with the SEC, including its annual report on Form 10-K for the fiscal year ended March 31, 2016, filed with the SEC on June 13, 2016, and its quarterly report on Form 10-Q for the quarter ended June 30, 2016, filed with the SEC today.

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You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

Except as required by applicable law, the company does not intend to update any of the forward-looking statements to conform these statements to actual results, later events or circumstances or to reflect the occurrence of unanticipated events. As a result, you should not place undue reliance on these forward-looking statements. .

We encourage all of our listeners to review our SEC filings, including our quarterly report, which we filed earlier today and our annual report for the fiscal year ended March 31, 2016, for a more complete description of these risks and uncertainties.

We undertake no obligation to revise or update these forward-looking statements to reflect events or circumstances after the date hereof..

In addition, the financial information we plan to discuss in this conference call, including non-GAAP financial measure, adjusted EBITDA, the company defines adjusted EBITDA as net income or loss with adjustments for depreciation and amortization, interest income expense net, income taxes and stock-based compensation.

We use adjusted EBITDA to evaluate the company's performance and provide this financial measure to investors as a supplement to the company's reported results because we believe this information provides additional insight into the company's operating performance.

By disregarding certain nonrecurring or noncash items or items that are not reflective of the day-to-day offering of its services. Adjusted EBITDA should not be considered in isolation as a substitute for or as superior to financial measures calculated in accordance with GAAP.

And the company's financial results calculated in accordance with GAAP and any reconciliation to those financial statements should be carefully evaluated. .

As appropriate, the most directly comparable GAAP financial measures and information reconciling these non-GAAP financial measures to the company's financial results prepared in accordance with GAAP are included in the earnings release, which is posted on the company's website. .

Now I'll turn it over to John. .

Thank you, Tim. Since our year-end call less than 2 months ago, we've continued to focus on our key business imperatives, which include building our DispatchPlus business, pursuing our rulemaking petition at the SEC and developing and advancing our longer-term strategic opportunities. .

To start, I have a few updates on our DispatchPlus business. I'm pleased to report that we now have 73 sites and service across our seven market areas, up from 69 when we last spoke on June 13. The additional sites in New York, Chicago and Atlanta are important to provide the increased coverage our customers want.

They also give our sales channel the ability to reach more users in our targeted business protocols. .

On the sales front, we continue to ramp our customer base. The quarter ended June 30 saw an increase of about 120% in net unit admissions versus the previous quarter, and our customer funnel continues to expand due to our sales and marketing efforts. .

Our total unit count has grown to approximately 22,000 units. While we are still developing the right formula, we do see demand for our wide area two-way radio service combined with our mobile workforce management solutions. .

Customer retention is strong, and we continue to receive positive feedback about our service. We have customer testimonials across a number of verticals in our market areas.

From a school bus company and a private security firm in Texas, to a courier and waste disposal company in Chicago, to a volunteer preambulatory emergency care service in New York, to a port security company and tow truck operator in Philadelphia, our initial customers are seeing the value of DispatchPlus. .

The sales cycle remains longer than we'd like, but the interest is visibly there. We continue to see customers and prospects coming from both cellular and other two-way radio systems, with about 40% of our accounts coming from cellular and the remainder coming primarily from two-way radio.

And to date, of the radios sold on our network, a little over 50% are mobile units, with the balance being portables. .

Mobile units are those mounted in vehicles providing the best coverage and improved driver safety. They also happen to lengthen the sales and fulfillment cycle due to scheduling and installation necessary to get the mobile mounted in the vehicle. .

Additionally, in speaking with our dealers recently, we have heard a common theme which is that they have a high degree of confidence in our service. Many have also emphasized the strength of our marketing team and the reliability of our customer care team.

We are starting to see dealers hire dedicated PDV reps, but the process has been slower than we'd like. Accordingly, we have continued to expand our direct sales and marketing efforts in support of our indirect channel. .

Since our last call, we began building a telesales team in our New Jersey office and continue to add a limited number of business development reps in the field. We remain optimistic about the long-term potential of the business and continue to evaluate the timing of additional markets.

As stated on our last call, we've prepared for the rollout of DispatchPlus in more than 13 additional markets by completing initial network design and, in some markets, pursuing site development efforts. .

This allows us to more quickly and effectively proceed with new market deployments when we determine the timing is right to do so and provides us with additional time and financial flexibility to refine our longer-term strategies, including those related to our joint petition.

Morgan will provide the details on the regulatory process shortly, but I want to reiterate that we believe the next step from the FCC will be a Notice of Inquiry or NOI. .

An NOI is a vehicle the FCC uses to gather additional information for the record. We look forward to responding to the NOI and to any questions raised by the FCC therein. .

As you would expect, we are also continuing our industry outreach to work with incumbents and other interested parties in the band to address any concerns and offer possible solutions. We're excited to be a part of the FirstNet RFP bidding process. And as Tim will discuss, we've continued to make investments in this initiative. .

We have been working with a world-class group of consortium partners, and collectively, we submitted what we believe to be a compelling response to the FirstNet RFP. .

Now I'd like to turn it over to Morgan O'Brien, our Vice Chairman, to provide an update on our joint petition and our FirstNet project. .

Thanks, John. Good afternoon, everyone. I'll start with an update on the regulatory process.

Since we last spoke, we've been very active in working to advance the FCC's review of the Joint Petition for Rulemaking, which we filed in partnership with the Enterprise Wireless Alliance, wherein which we proposed the realignment of a portion of the 900 megahertz band from narrowband to broadband. .

Over the last few months, we, along with representatives of the Enterprise Wireless Alliance, held productive meetings with commissioners -- Commissioner O'Reilly and Commissioner Rosenworcel as well as the staff from Chairman Wheeler's office and staff from Commissioner Pai's and Commissioner Clyburn's offices..

The team also met with Wireless Bureau Chief, Jon Wilkins, and his staff and with Chief Julie Knapp and other representatives of the FCC's Office of Engineering and Technology to discuss the merits of the petition. These meetings have been productive in ensuring a higher level of understanding of the facts of the petition.

We also discussed several of the technology issues related to the [ph] proceeding, and our belief that solutions to each of these issues exist through reasonable effort and commercially available technologies. .

Although the FCC has taken no formal action on the petition, we continue to believe that a Notice of Inquiry is a likely next step in the process. We won't know of a specific issue that will be raised in an NOI until one is officially issued. We look forward to working with the FCC to address any and all questions that an NOI may contain.

It's very important to note that we continue to believe the merits of our proposal and that our joint petition is consistent with the FCC's stated priorities and preference. .

In addition to meetings with the FCC, we continued our dialogue and outreach with utilities and other incumbent license fees in the band. We've had several meetings with parties hosting the petition, and some have been very constructive.

Progress has been slower than we'd like, and it's our belief that an NOI could be a driving force in finding common solutions for all parties in the 900 megahertz band. We will continue to do our part to move these discussions forward awaiting for FCC action. .

I think that covers the current status of the petition and the actions we continue to take to move this process forward..

I would now like to give a brief update on the FirstNet bid process.

While we cannot share granular details as this is a competitive government bidding process and is governed by confidentiality restrictions, we continue to work with our digital consortium partners and are hopeful that the evaluation process will be completed by FirstNet targeted award date of November 1, 2016. .

Alongside our world-class growth with consortium partners, we have submitted a proposal that I believe to be a compelling solution for public safety. There are numerous potential benefits to participating in the RFP process.

Synergies between FirstNet and our planned broadband facilities could include the coordination and communications between our respective customer targets, first responders for FirstNet in critical infrastructure entities for our 900 megahertz facilities and the potential to share network deployment, capital and operating costs. .

Win or lose, we can directly utilize the business, technical and other information developed for the FirstNet proposal in planning and preparing for broadband facilities we plan to deploy. We also gained access to skilled and experienced personnel and other resources well-suited to pursuing opportunities involving FirstNet.

The investments we're making should produce long-term benefits no matter the outcome of the bidding process. .

And with that, I'll turn it over to Tim Gray to provide an update on our financials. .

Thanks, Morgan. I will review the key highlights to the company's financial results for the first quarter of fiscal year 2017. Our review is not intended to replace the full financial disclosures enclosed in the company's 10-Q filed today or our most recent annual report on Form 10-K filed with the SEC.

And we encourage listeners to review those filings for additional information. .

Revenue for the company's first fiscal quarter ended June 30, 2016, was $1.0 million compared with $0.8 million for the quarter ended June 30, 2015. For the first fiscal quarter, the company reported a net loss of $10.1 million or negative $0.70 per share compared with a net loss of $4.4 million or negative $0.32 per share the previous year.

The increase in revenue for the quarter is primarily attributable to the commercial launch of our DispatchPlus business. .

Cost of revenue for the 3 months ended June 30, 2016, was $1.6 million, an increase of $1.2 million from the quarter ended June 30, 2015. The increase primarily reflects the cost to maintain and operate the company's PTT networks for its DispatchPlus business, including personnel costs, site rental and maintenance. .

Our adjusted EBITDA for the first quarter was a negative $8.2 million as compared with negative $3 million for the same quarter in the prior year.

The increase in negative adjusted EBITDA in this year's first fiscal quarter over the same quarter in the previous year was due to the operating costs associated with our network buildout and additional general and administrative costs to support the growth of our business. .

This year's first quarter also included approximately $3.3 million of expenses to support the FirstNet bid. .

The company has a strong cash position, with $143.2 million available as of June 30, 2016, which is a decrease from March 31, 2016, of $10.3 million. The cash decrease for the quarter was higher than our previous run rate, largely due to the FirstNet investment.

We expect to invest an additional $4 million to $5 million in pursuit of the FirstNet opportunity, assuming that we remain in the process and that there are no delays or unexpected requests to the targeted November award date. .

With that, I'll now turn it back over to John. .

Thanks, Tim. As you have heard, we're working diligently to expand our Dispatch business, and we continue to evaluate near-term opportunities to provide solutions beyond voice dispatch with our existing spectrum position.

We are also acutely focused on our long-term strategy to enhance our spectrum position and its untapped potential to provide much-needed broadband services to enterprises and the critical infrastructure industries. .

In closing, we continue to focus on these great opportunities that lie ahead for our business. .

Now I'd like to turn it over to the operator to facilitate questions. .

[Operator Instructions] Okay, it looks like your first question is coming from David Dixon. .

So maybe to start with Rob, we haven't had the pleasure of having you on the call before. But I just wondered if you could take us through, from your perspective, the strategic opportunities set for PDV, the things that you're thinking about at a high level, of course, to just maybe characterize the various options that are ahead of us here. .

Sure. Thank you, David. I'm flattered for the shout-out. I think you've heard a pretty good overview in the call from both John and Morgan in regards to the strategic initiatives that we're focused on.

The major ones that I think you've heard about and we can talk some more about are focused on driving deeper into the critical infrastructure and utility space.

We're doing that both through outreach now from the regulatory side, but also as we talked about, I think, in our last earnings call, further development of products and services to better serve those customers today and through the evolution towards broadband.

So we see a natural evolution, as we've talked about before, from -- on the current services in Dispatch into narrowband and wideband services and then, obviously, eventually into the broadband services as well. So there's a -- we've got a lot of focus and efforts there.

The FirstNet project, as you've heard about, has been something we've been focusing on as well into developing efforts there. And we continue to evaluate a lot of the technologies and products around the solutions that we're offering throughout that evolutionary path. .

Okay. Okay, great. And maybe just switching gears to the regulatory side.

Morgan, with the discussions that you've had with the FCC, again, at a high level, is there any sense of how or whether the FCC is seeing NOI as beneficial to PDV? And I'm just curious as to whether there's been any discussion about the relevance of spectrum sharing to the bands in question. .

Starting with your second question first, while no one has said anything to us about it, it wouldn't surprise me because there's been so much focus on spectrum sharing. So I think when you think about what the FCC is going to shove into an NOI involving spectrum, probably you're going to see some sharing. So I wouldn't be surprised at all.

Although I did not pick anything up on that. Secondly, your first question, I would say the impression I get is that the NOI will talk in general about the opportunities for the 900 megahertz band, and it will lay out the fact that we have made a proposal and that another -- the [indiscernible] proposal is out there.

And whatever else they may be thinking, we don't have a sense of what that is. .

And that's not short of any suggestion on spectrum as an auction for the band, which has been [indiscernible]. .

Has not -- no mention of such. .

Okay. Okay.

And then any -- did you bring up at all any kind of discussion about the potential opportunities that exists perhaps in the 400 megahertz band? Any discussion there at all on that band?.

I think the approach we need to take on this is the approach we always take after we have had meetings like that at the commission. We just -- we think it's better if we don't go into details about the topics. I mean, we filed expiry dates that generally cover what was discussed. And other than that... .

And our focus in those meetings was making sure that our position and the background of our filing goes well understood and explained, and we had that opportunity, which we took. So it was very focused on the 900 megahertz petition. .

Right. And then just lastly, on the utility discussions, you mentioned that they're going slower than expected. Just to make sure I've got the context right here. There have been some changes in executives that have been involved in the process from an association standpoint.

And I'm just curious, with the meetings that you have had, are you seeing an interest either in parallel with the NOI process or independent of an interest in conducting trials to test out and confirm that your views on an appearance management or perspectives are, in fact, going out by the results of the trial?.

David, we -- as we've said before, in our view, the NOI is going to lay out questions that we would like -- we would address. And so our conversations with the utilities have been focused on their needs, wants, requirements, their issues when we're meeting with someone who's opposed. And we're -- we remain open to all those things.

But in the context of having the FCC as the backdrop to pursue them first is doing them outside of the process that they want to see. I think we'll be in a better position if it's all under the FCC's umbrella. .

Right. Okay. Okay, great. That's great. And then just of the timing. Do you have a sense of the timing of the NOI? Just curious what you expect in terms of when that NOI will be filed. .

I wish I could say I did. You just don't. .

Yes. We have had discussions -- you've had discussions, I understand, with all of the commissioners -- well, actually not all of them, but... .

But every office. Individually with Commissioner Rosenworcel and O'Reilly. We then met the staffs in the other 3 offices. .

Yes, and our... .

[indiscernible]. Sorry to interrupt, but you've been back to Wilkins as well in that process.

So it's fair to say it's circulating, but the timing is still a little unclear, is it?.

We -- it's fair to say we've been very active with that outreach. And you see in the space of -- from, I think, June 28 to the end of July, there was a fair number of meetings that we had, and we felt that they were productive, constructive and we had a chance to lay our case out. And so from that perspective, that's all good.

But to put a time frame on it is just not something that makes sense for us to do at this point because we -- it is a process that is out of our control, although we are trying to influence and be active in the process. They get to choose when it comes out. .

Okay. And then just switching to the economics of the push-to-talk business. We've seen some changes here with respect to the costs for each market, the -- it's been a little slower than expected in terms of the takeup. There's been a learning curve here.

So what we've got to obviously do is to try to maybe revisit the economics of the legacy of the push-to-talk business rather.

And I'm just curious if these learnings that we see at these early markets will mean that the next markets that you approach will become more streamlined, and therefore, potentially, the economics of the new market turned into -- as the product gets more well established and understood, better than what we're seeing so far, which is proved obviously challenging.

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Well, that's -- that is true. In the work that we're doing today, as we've said, is let's get it right in the markets that we're in. Let's prove it out that demand is there. I wouldn't say that from a network side, we believe those costs -- the operating costs of the business are consistent with what we believed starting out.

So when you talk about the cost structure, yes, we're making investments in various marketing programs and some limited direct resources and trialing different -- those type of initiatives to figure out what works right and then we'll replicate them.

So I think it's fair to say that there is more investment going on, that as you figure out, well, this one worked, this one didn't, you wouldn't redo the ones that don't work. So in the next set of markets, we would be more streamlined.

But I think the overall economics are still generally consistent with what we've thought in the past other than the ramp-up periods. .

Yes, I'm getting 2 kinds of ramp.

How quickly is a ramp would occur in new additions?.

Yes. I know that part of it then is true. It's taking us some time to ramp the business, which is, as you look at it, we said, "Let's focus. Let's put our resources on these markets first before we expand additional capital and OpEx in the next set of markets." We also said, "Let's look at alternate channels." And I mentioned that on the last call.

And we've got resources looking at that as well. We are looking -- as Rob said, we have a fantastic nationwide position today of spectrum. There are other opportunities for us as -- and he mentioned it, wideband and utility, which these are some things that we -- longer sales cycles.

But to begin them now so that there are other sources of revenue for us in the future, I think it's important. .

Next question is coming from Paul Kirby from TR Daily. .

Morgan, you said you don't want to discuss granular details of your FirstNet bid. The procurement regulations -- the government procurement regulations prevent FirstNet from discussing them. They don't prevent any of the bidders from discussing them, which is why providers got into great detail.

So is there another reason? Because that's not a valid reason. .

Well, we have agreements with our partners involving the approach we decided to take on this fall, that this is really a closely held process in which FirstNet, through the contracting officers that they have brought on, is seeking to make a selection out of some number of applicants.

And we think that the best process for us is just keeping our focus on that and not working outside that. So it's definitely our preference -- the preference of our partners not to use the more public approach. It's just our preference. .

[Operator Instructions] Okay, it appears we have no questions in queue. .

Well, I want to thank everyone for their time today, and we look forward to talking to you soon. And once again, we're available. Reach out to us if you have any questions. But thanks again for your time. .

Thanks, everybody. .

Thank you, ladies and gentlemen. This does conclude today's conference call. You may disconnect your phone lines at this time, and have a wonderful day. Thank you for your participation..