Natasha Vecchiarelli - Director, Corporate Communications Morgan O'Brien - CEO Rob Schwartz - President and COO Tim Gray - CFO.

Mike Crawford - B. Riley FBR George Sutton - Craig-Hallum.

Good morning, ladies and gentlemen, and welcome to pdvWireless Second Quarter Update Conference Call. At this time, all participants have been placed on a listen-only mode and we will open the floor for your questions and comments after the presentation. It is now my pleasure to turn the floor over to your host, Natasha Vecchiarelli.

Ma'am, the floor is yours..

Thank you, Catherine. Good afternoon everyone and thank you for joining us. With me today are Brian McAuley, our Chairman; Morgan O'Brien, our CEO; Rob Schwartz, our President and COO; and Tim Gray, our CFO. Before we begin, I'd like to highlight that during our call, we will present both GAAP and non-GAAP financial measures.

A reconciliation of non-GAAP to GAAP measures is included in today's earnings release, which can be found on our Investor Relations page. Please also note that our discussion may contain forward-looking statements, and our actual results may differ materially from those implied.

Information regarding factors that could cause such differences can be found in our public filings. With that, I'd like to turn the call over to Morgan O'Brien..

Thanks, Natasha. Good morning, everyone. Since my last opportunity of updating you in August, we have seen some positive developments on the regulatory front.

The first of these was on September 13, when the FCC by public notice announced a temporary filing freeze effective that day on applications for new or expanded use of the 900 megahertz band frequencies.

As a reminder, this FCC freeze followed the July comments of Chairman, Pai at the congressional oversight hearing where he stated that his team was quote drafting an NPRM to follow up on the NOI.

The explicit rationale given for the freeze the notice of inquiry dating from August of 2017 and the need is “To preserve the current landscape of authorized operations pending commission action as part of its ongoing inquiry into potential rule changes to promote next generation technologies and services in the bad.” The opposition of a freeze such as this is quite common when the FCC is moving toward a ruling and it's intended to prohibit the filing of applications fueled by speculation.

We therefore deem as a corroborating facts to what we understand to be actively pending action on our petition. The application free s that the process is moving forward and that is a good thing. But we believe that another FCC action that took place two weeks later is even more encouraging.

At a White House 5G Summit held on September 28, FCC Chairman, Pie alongside the National Economic Council Director, Larry Kudlow announced what he described as the FCC's 5G FAST Plan, where FAST is an acronym for Facilitate America Superiority in 5G Technology.

The Chairman's plan announced specific actions that the FCC was taking including acting to improve use of low band spectrum, services with targeted changes to the 600, 800 and 900 megahertz bands.

We believe the notice of inquiry underlies the Chairman's 900 megahertz reference and that he's expecting this proceeding quality to improve use of this spectrum.

Of course, we will not know exactly what the FCC may have in mind until we see it to both the freeze and the subsequent FAST Plan seem to suggest that we do not have much longer to wait for the FCC to act.

As a further sign and where we hope the FCC may be heading, I'm going to highlight this sentence from Chairman Pai's FAST Plan under the titles, modernizing outdated regulation and speeding the IP transition.

The FCC has revised its rules to make it easier for company to invest in next generation networks and services instead of the fading networks of the past.

I would argue that there could not be a more succinct statement of what EWA and PDV have been urging for four years, which is permission to invest in next generation networks and services such as LTE and broadband and not in “Fading networks of the past”.

We can think of better examples of fading networks of the past than the 20 or 30-year old narrowband systems that operate in interleague spectrum. And after all these years still only utilizes small portion of this valuable spectrum band.

Finally in his White House statements the Chairman confirmed the FCC’s “Consistent national policy for broadband providers that encourages infrastructure investment.” We believe we fit that policy perfectly. We believe that our success at the FCC will depend on how closely we come to conforming our specific ask to the FCC’s general policies.

To us it could not be clear from numerous FCC actions and strong statements of policy such as the FAST Plan that our proposed to 900 megahertz reforms conform precisely to the direction of the FCC’s policies. Of course there remain opponents to our plan who also are aware of these positive FCC actions.

As expected the signs of our progress in modernizing the band have reactivated some opposition on the record. In a series of FCC meetings on October 24, certain entities labeled the critical infrastructure Coalition, visited various FCC offices to raise their concerns. I think several points are worth making about the opposition.

Most importantly, we view this as repackaging the same arguments, which the FCC has been considering since shortly after our initial filing in 2014. We’re not aware of any new arguments that were made to support the claim of unacceptable levels of harmful interference.

If the FCC were persuaded that harmful interference would occur it seems likely that this proceeding might have terminated a long time ago.

The passage of time has only made our position stronger that based on real world experience the performance characteristic stability E and low band are well understood, particularly by a company like Ericsson who has deployed 900 megahertz LTE systems globally and has stated on the record in this proceeding that it sees no likelihood of harmful interference.

Secondly, it is worth noting that the membership of the coalition is shrinking and the position that most of its members we believe is focused primarily on assuring fair treatment in any retuning, a principle we’ve repeatedly supported starting with our initial filings.

Leave it to the FCC the way the claims made by the Coalition, but certainly it’s noteworthy that significant numbers have withdrawn, including the industry trade groups, UTC and the EI.

This is not at all surprising to us since we have spent considerable time with former members now supporters like senses in southern company, as well as many other incumbents to demonstrate that the proposed broadband can peacefully coexist.

We’ve explained by the opportunity for broadband at 900 megahertz is much more compelling for critical infrastructure and private enterprise and the engineering claims made by a single vendor aligned closely with wider power in line.

We’re seeing strong growth of interest in 900 megahertz broadband from prior opposition members and we continue to work with incumbents to execute on successful preemptive retunes including PSENG, LIPA, Southern Cal Edison, SMUD. As the FCC makes very clear in proceedings involving spectrum repurposing.

Incumbents generally are not supportive of any changes, no matter how much more efficiently the spectrum maybe deployed. There’s no surprise there for when incumbent file opposition.

It becomes a responsibility of the FCC to listen carefully to the arguments of course, but we know that from our earlier discussions that the FCC inclination here as always is to stimulate new investment in new technology to enable future needs.

Finally, regarding the ex-party filings by the Coalition, by Harrison, by Florida Power and Light their arguments exhibited a dichotomy that the FCC may find as puzzling as we found it.

On the one hand Harrison, FPL on behalf of the Coalition and its individual allies argue that broadband simply cannot coexist with narrow band in the same 10 megahertz. And then harmful interferences bound to occur.

On the other hand however the Coalition lays claim to what they call quote equitable options to become the broadband licensee and to needing more than a year to get the funding approval to pursue that opportunity.

At PDV, we consider this to be a sign of progress since earlier positions were taken by Florida Power and Light for example that broadband in 900 megahertz would never be needed or wanted. We thought at the time that FPL simply misunderstood the opportunity. And that given enough time they would come around to a review.

Now that they seem to have done so, they want a unique right versus incumbents like PDV to decide whether and when to deploy broadband.

Since in every market, where our spectrum holdings overlap, PDV is by far is the largest incumbent this seems to suggest with some new special privilege should invade the coalition members by virtue of this proceeding. As we have said consistently, the appropriate form for such discussion is in response to an NPRM.

We look forward to having such an opportunity. It's a truism in matters such as this that the best course of action when you're losing is ask for more time. This may explain why the Coalition members after years of inactivity now have decided they need more time for testing without explaining what testing that might entail.

The request ignores the October 2017 test results reported by Pericle Communications Company, a highly respected technical firm that concluded there was no realist likelihood of harmful interference. We believe the FCC would expect that in the aftermath of issuing an NPRM.

They may well receive more request for testing in a continued effort to delay this already prolonged process. When and if that happens we believe it'll be extremely unlikely that the coalition or any other party will be able to make a convincing case that additional testing is in the public interest.

While the process at the FCC remains our highest priority until we have final rules freeing us up to deploy broadband. The regulatory team continues to spend substantial amounts of time and resources towards next phase of our business enabling the utility, critical infrastructure and enterprise sectors to build and operate private broadband network.

Here our focus is on the state and federal regulatory processes that influence decisions made by utilities. In particular, the Investor Own Utilizes or IOUs who serve approximately two thirds of U.S. population and businesses to deploy next generation technologies.

At the federal level for example, we're engaged with the Department of Energy, which is the sector specific agency responsible for energy sector cyber security, and with the National Renewable Energy Lab in Colorado, which focuses on renewable power technologies.

At some time in the near future we plan to hold a briefing for investors where we will expand in some detail our view of both the challenges that utilities face in modernizing the grid and the opportunities for PDV to provide dedicated broadband spectrum as an essential element of a more resilient, reliable and secured grid architecture.

In our filings with the FCC as well as in our preliminary briefings at the Federal and state regulatory levels, we're making very clear our view that low-band spectrums, such as 900 megahertz is the ideal base, from which the IOUs can be begin to build and operate LTE broadband facilities that will meet their most stringent requirements for next generation communications.

While the FCC must take the first crucial step of repurposing the band, subsequent government decisions will be equally important to provide substantial funding opportunities to the IOUs.

We continue to expand our internal resources so that we can understand the used cases, which will facilitate an emerging autonomous grid and thus play a constructive supporting role in the much larger industry effort to make the smart grid smarter, while further insulating it from a evitable cyber attacks.

Now I'll turn the microphone over to Rob, and I'm happy to take questions after our formal presentation has ended..

Thanks, Morgan and good afternoon, everyone. As Morgan just covered a top priority, our continuing progress on our FCC regulatory process, I'd like to focus my time to provide updates on our other two top priorities.

First a commercial broadband business development and second creating an organizational infrastructure to implement and operate that business. As you just heard, we were increasing enthusiastic and confident about our continued regulatory progress.

So given this increased confidence and near-term positive outcome, we are focusing even more of our resource on driving the development of our growing broadband customer pipeline and simultaneously building the organizational platform, products and operations to support our broadband commercial service offering.

We continue to see increasing market demand from industrial customers for private broadband networks that leverage standards based LTE technology utilizing our low band 900 megahertz spectrum.

Numerous market forces are driving enterprise customers to seek private broadband network options, including the current momentum of the large vendor and customer ecosystem building around the CBRS 3.5 gigahertz midband offering.

We see this as a perfect complement to our low band offering, which is necessity for any wide area coverage and we believe will continue to generate instant parties for PDV. And more specifically we are currently working with several investor run utilities supporting their pilots and initial deployments each at various stages of development.

Since last quarter’s call our pilot with Amarin the investor owned utility in Illinois in Missouri officially went on air meaning that they have initially constructed and are transmitting over broadband channels in the 900 megahertz band leveraging PDV spectrum.

This was made possible by the FCC granting an experimental broadband license to Amarin a few months ago. Amarin is continuing to work with Nokia and PDV to jointly implement a network with an ecosystem of standardized band 8 LTE devices to support Amarin’s specific used cases.

And they’ve begun testing the integration of these devices into their existing electric grid networks.

As we continue to work with Amarin on this important initiative we’re seeing first hand and demonstrating to the industry the substantial benefits that broadband can bring by enabling a multitude of used cases within the utility, many of which were previously unsolvable with their legacy infrastructure.

For example we’re seeing the need for enhanced monitoring control of key elements of electric grid known as distribution automation or DA, including reclosures, capacity banks, transformers and controllers. Distributed energy resources including renewables, storage, microgrids are also driving a need for enhanced communication and control.

And we’re seeing used cases that will enhance safety as simple as controlling street lights or as complex as turning off segments of falling power lines before they hit the ground and leading the way for smart cities.

And while these are current used cases solving immediate needs as we discuss the forecast with utilities, they’re projecting exponential growth of connected devices that can further leverage the private LTE infrastructure investment rather than use the fragmented narrow band legacy approach of the past.

We see major IOUs projecting growth from the immediate needs for tens of thousands of connected devices to their 10 year forecast of millions of connected devices. Grid monetization is occurring now throughout the U.S. and will continue to be a large part of utility spending over the next 5 to 10 years.

Approved spending in utility rate cases in 2017 totaling in excess of $100 billion, with grid monetization as a key component. We believe that these and future rate cases support substantial investments in private LTE broadband and will scale for future requirements of this monetizing grid with reliability, resilience and security.

As some of you may have seen Southern Company also recently filed for an experimental license with the FCC for 900 megahertz broadband spectrum for their own needs and Southern has been actively supportive with PDV at the FCC.

We expect Sothern’s experimental license to be granted soon and as the utility industry’s leader in the deployment and operation of private LTE systems, we are excited to see them doing so leveraging PDV's valuable 900 megahertz spectrum. We anticipate more to come from this important relationship.

Another example of the growing market demand and the progress we’re making in our commercial development pipeline is the planning for a third initial deployment of 900 megahertz broadband, with another large investor owned utility.

Due to our NDA we restricted from naming them at this time, but it is worth noting however that this company was initially opposed through FCC item, but as they identified a critical internal need and then ran a recent RP process for a private broadband network to enable higher reliability.

They concluded that 900 megahertz was the best solution for their current and future requirements. They’ve since selected a global infrastructure vendor to supply turnkey services for this initial deployment and we’re partnering with them to support the utilities needs to solve their innovative used cases using our 900 megahertz spectrum.

Once underway these three initial pilot deployments will be a powerful demonstration to the industry showcasing the tremendous value of the broadband networks will enable and in turn we expect this to be a catalyst for increasing demand for our spectrum and services. And to be clear these initial pilot deployments are not technology trials.

They're using globally standardized LTE technology and off the shelf 900 megahertz band 8 compatible devices that have been deployed in scale at wireless carriers throughout the globe. The breakthrough innovations of these deployments will be the leveraging of this available and scalable technology for private broadband networks.

Private means built, owned and operated by our customer to solve their highly valuable industrial used cases. And for utilities, this provides a critical missing link as they invest in modernizing their grid networks. We are also capitalizing on the learning from this initial deployments.

Sharing this experience and expertise with other utilities that are evaluating how to potentially utilize private broadband networks for their own needs. We see the opportunity for PDV to emerge as a trusted partner to these customers as they navigate the uncharted path to private broadband.

Our firsthand knowledge we gained from these early deployments is also aiding the development of PDV’s unique product and service offering to utilities and other enterprise customers, with an overall goal of simplifying the process of implementation and therefore accelerating the adoption of 900 megahertz broadband by these types of entities.

And as more utility customers adopt the 900 megahertz platform, creating scale in the sharing of resources, like used case development, R&D, roaming and mutual aid. We see a valuable network effect that could further increase the value of the users, as well as accelerate industry adoption.

As I mentioned on our last call, we see a very concentrated and high -- and growing opportunity in the utility segment and we have a heightened focus on the top 20 IO use that cover 54% of the U.S. population.

The majority of these top 20 IO use are currently evaluating new communication solutions and PDV’s unique capabilities have enabled us to be part of these discussions.

As a result of our initial discussions about services and spectrum leasing with potential customers in advance of the final FCC report and order, we have increasing confidence in both the form and value of our innovative leasing models that we are offering and expect that we will be able to talk about this in more detail as we continue to make progress in our customer discussions.

We're also seeing a need for additional spec services above and beyond the need for spectrum and we are working to further develop our product offering to be ready to meet that need.

We remain focused on providing solutions that enable utilities and other enterprises to successfully own and operate their private LTE networks and meet the growing challenges of cyber security and network resilience and therefore benefiting utility customers nationwide.

While our primary focus remains on critical infrastructure entities, both because of the scale of the opportunity and the utilities incumbency in our band, we see other opportunities for private LTE networks within enterprise sectors as well and our developing initiatives to suit them.

As private LTE broadband becomes more mainstream due impart to a better understanding of the benefits that the mid band CBRS initiative will bring to the broader markets. We see a product and application evolution taking place from off the shelf technology for mobile devices and fixed command and control devices and sensors.

And with the added benefit of reduced cost and flexibility of this technology, LTE is becoming the de facto solution that private enterprises are turning to.

We've therefore been engaging with the market segments where we see demand and where the needs appear to be synergistic to investor owned utilities, such as water companies, mining, oil gas, railroads, government, enterprise and smart cities.

As we continue to gain more insight and traction in these segments, we would expect to provide you with additional updates.

With our growing confidence in the private broadband opportunity I've described, we've taken appropriate action over the past couple of quarters as we've detailed the significantly reduce our ongoing investment in our dispatch business through the downsizing of our team and related costs.

In parallel, we have been refocusing the utilization of our resources on this growing private broadband opportunity, including our people and our capital. We continue to make organizational changes necessary to bolster our team to successfully achieve our broadband future.

As a sign of this, we announced a few weeks ago, we recently hired Mike Prozac, a Senior Vice President of Technology and Engineering. Mike a 30 year utility industry veteran is now leading PDV’s technology and engineering organization.

He brings a clear understanding of the customer and the benefits that private broadband networks will bring to critical infrastructure and enterprise. In addition to Mike, we're wrapping up our entire organization to achieve commercial readiness for our broadband service offering.

We remain confident that we are focusing our capital and our team on the highest value opportunity for our shareholders. And with that, I'll turn it over to Tim. .

Thanks, Rob. Good afternoon, everyone. During our second quarter fiscal of 2019, we started to see the benefits of the restructuring plan we previously put in place, as both our operating expenses and the cash burn of our TeamConnect and pdvConnect businesses saw significant decreases.

These reductions due cutbacks in staff and other costs associated with these businesses. We're made to prioritize our investments toward the future deployment of broadband at 900 megahertz. We continue to review our operating expenses to identify areas for future savings.

In addition, I've tasked an internal team to look at strategic options, including a divestiture of both the TeamConnect and pdvConnect businesses. During the quarter, our cash position decrease by $5.3 million, which included $500,000 in restructuring related spent.

Keep in mind that our goal for fiscal year 2019 is to have lower cash spend in fiscal 2018 before considering any restructuring related costs or spectrum acquisitions. Based on the first half of the fiscal year, we expect this to be achievable even while increasing our broadband investments.

As of September 30, 2018, the company had $85.6 million in available cash is debt free. Our headcount has down over 30% from its peak of just over 100 employees earlier this calendar year to 65 today.

These reductions are mainly due to the cutbacks mentioned earlier, but also include changes made to realign our G&A functions to better support our broadband growth initiatives. As Rob mentioned, our recruiting and hiring is focused on hiring key people to enhance our broadband and commercial capabilities.

And we do expect headcount to grow again, as we continue to add these additional competencies.

Looking at our results for the fiscal quarter -- second fiscal quarter ended September 30, 2018, the company reported a net loss of $11.8 million or negative $0.81 per share versus a net loss of $8.2 million or negative $0.57 per share for the same quarter in the previous year.

The second quarter included $4.1 million of restructuring related charges, including severance and stock compensation expense due to the business changes I mentioned earlier. Adjusted EBITDA for the fourth quarter was negative $7.6 million, compared with negative $5.6 million for the same period in the prior year.

The decrease in adjusted EBITDA over our previous year due to increased investment in our broadband initiatives and $2.3 million in restructuring related charges. I'll finish by saying that we are updating our go forward financial plan based on our commercial development progress.

Assuming the FCC issues an NPRM, as Morgan mentioned earlier, we are planning to hold an Investor Day following the release of the NPRM to share additional details on the investment thesis for the next phase of PDV's business. We'll take some time to digest the NPRM after its released and we’ll release details on the Investor Day shortly thereafter.

That concludes our prepared remarks. I'll now turn it back over to the operator for questions..

Ladies and gentlemen, the floor is now open for questions. [Operator Instructions] Your first question is coming from Mike Crawford. Your line is live..

Thank you. We've seen the experimental license that Southern Link filed.

And I was hoping you could give some more color on exactly what additional spectrum options for expanded LTE network operations Southern would want to explore with you in 900 megahertz that they can't get already in 800 megahertz?.

Sure. Hi, Mike, this is Rob. A couple things on that filing, one is obviously they filed it now probably over 45 days ago, I haven’t count exactly, but we expect it to be granted shortly.

As you know, Southern historically operated Nigen [ph] network, same network as Nextel same technology and they continue to operate that now as they've got mission critical customers themselves and some third parties on that.

So from their standpoint they're looking for the ability to have a clear 3 by 3 megahertz of spectrum to be able to deploy certain technologies that they can't do on their existing spectrum. So I can't go too far into it, because I think it's really have to talk to Southern specifically and were typical under an MDA about disclosure.

But for them it's really just an added value of having additional spectrum capacity..

Okay, great.

And then perhaps you or Morgan could go into just a little bit more color of how the low band 900 megahertz could; A, what possibly could happen with some 5G implementation in the CBRS band?.

Sure, so I think Morgan, went into the -- our inclusion in the 5G FAST Plan that was recently announced by Chairman Pie. From our standpoint the complement of just like every global carrier, when you first build out coverage, and coverage meaning the need to cover more than just a small campus or in a building.

But when you look at the footprints of investor owned utilities, they're typically covering major metropolitan areas in a lot of the large IOUs that are covering multiple states.

And so to cover areas where not just where the cellular carriers typically recovering, but you're talking about where there is transmission lines, generation equipment you need a spectrum band that can cost effectively cover broad areas.

And historically and based on the physics of low band, when we low band we talked about spectrum under 1 gigahertz. You really need something that's under a gigahertz to be able to have that kind of spectrum efficiency.

Otherwise you really need to have a multiple of self-sites built out and that brings both the capital cost to building those and the operating cost of operating those sites, site rent, backhaul, et cetera.

So when you look at the evolution of any major carrier they all started with low band to build coverage and then overtime have gone up the spectrum band to be able to add capacity in spot areas where they need additional capacity urban cores within building, stadiums, et cetera.

So for our view when companies start to become aware of CBRS and we think it's a great opportunity and it's a great band to be able to do coverage in limited areas. The awareness of private LTE, which is really the same concept that CBRS is being generated on.

As soon as they becomes an awareness that they need to cover a broader areas and the just campus or a building they're going to look for a complemented band of spectrum.

We are in our one of our pilot deployments, I think, I mentioned previously doing an overlay of our low band 900 with an overlay of CBRS on top of that to understand the interaction and how we can use CBRS potentially our customers can to add additional capacity if and when necessary..

Okay, thank you. And then just last question gets down to timing, which I know you can't control. We assume one day we'll wake up and see that in post or through circulation there will be NPRM.

Do you think there is any additional heads up that anyone should look for or just it’s kind of stay tuned every day?.

Mike, its Morgan. I think it's stay tuned. We're optimistic that we're going to see something between now and the end of the year, as you know. As you approach Thanksgiving and Christmas regulatory processes tend to slowdown as people take vacations.

But I like to think that the FAST and the commission’s statement about that was more than an acronym that they actually meant they were going to do these things quickly as in past.

So that's the approach we're taking with them as they're looking for something that can be done fasts, how about this?.

Okay, thank you very much. .

Your next question is coming from George Sutton. Your line is live. .

Thank you. And the details have been very helpful. So I just wanted to ask a little bit more on the FAST Plan. So having read through that it's very clear there are opportunities are right down central for you.

I'm just curious with a broadened look at spectrum more holistic look at spectrum, could that change some of the timing from your perspective?.

That's not what we understand to be the case, we understand that we are on our own track and it's a good track.

As I said before, if I were on the [indiscernible] of the FCC, I'd be looking around for things that we could talk about that had been done after that concrete actions so we could take that I would know what the repercussions are and I would know what the pros and cons are all the things that are an advantage to a proceeding such as ours, which is regrettably more mature than I'd like it to be..

Understand. And relative to the freeze, it's interesting to see some of the pushback the FCC is getting on the freeze given the critical infrastructure nature of this.

Do you feel that that helps accelerate some of the time frame given those pressures?.

Sure, yes..

Yes. If you look George, freezes out unusual at this stage of a process when we believe that there is going to be some action. So we see that as a both a positive sign, but also we think that the pressure of those existing licensees that need access and flexibility we think also puts pressure on the need to take action..

So I think that they didn't input -- they knew the freeze would not be popular, but it's kind of an necessary evil in today's world. But now that it's out there I think there's every reason for the commission to act promptly so that that freeze can be lifted..

Understand, okay. And then last question. I appreciate the concept of an Investor Day and I think that's great. I love to make my flights well in advance.

Can you just give me a sense of when I should be booking my flight?.

George that's a great question. And it all comes down to when that NPRM comes out because we do want to have time to digest that and see how and if it impacts, what we're thinking about the future plan. So it's tough to say and give you an exact date until we have a view of when that NPRM is going to be out.

So I wish I had a better answer than that, but that's kind of where we are right now. Are there still 14 day fares..

I think it's fair to say at least a couple of weeks' notice. .

I understand, I am kidding. That's great. Thanks, guys. .

Thanks, George. .

[Operator Instructions] we have no further questions in queue at this time..

Okay, well thanks everybody. We appreciate everybody’s interesting and availability for this call and we look forward talking everybody soon..

Thank you very much. .

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