A RECOGNIZED LEADER IN MOBILE WORKFORCE COMMUNICATIONS AND LOCATION-BASED SOLUTIONS Company Overview 4QFY2017 0 ir@pdvWireless.com
Safe H Harb rbor or S Statement ent This presentation contains forward-looking statements about pdvWireless, Inc., (the “Company” or “pdvWireless”). These statements relate to future events or to our future plans, operations, performance or achievements, and involve known and unknown risks, uncertainties and other factors that may cause actual events or our actual results, operations, performance or achievements to be materially different from any future events, results, operations, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” or “continue” or the negative of these terms or other comparable terminology. The following factors, among others, may cause future events or our actual results, operations, performance or achievements to differ materially from any future events, results, performance or achievements expressed or implied by these forward-looking statements: the Company has a limited operating history with respect to its recently launched DispatchPlus business; the Company has had net losses each year since its inception and may not achieve or maintain profitability in the future; 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’s spectrum and other initiatives and opportunities, including its Joint Petition for Rulemaking, may not be successful on a timely basis or at all, and may continue to require significant time and attention from its senior management team and the expenditure of significant resources; the wireless communication industry is highly competitive and the Company may not be able to compete successfully; and government regulation could adversely affect the Company’s business and prospects. These and other factors that may affect the Company’s future results or operations are identified and described in more detail in its filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended March 31, 2017, filed with the SEC on June 6, 2017. You should not place undue reliance on these forward-looking statements, which speak only as of the date that they were made. Except as required by applicable law, we do not intend to update any of the forward-looking statements to conform these statements to reflect actual results, later events or circumstances or to reflect the occurrence of unanticipated events.
pdvWire irele less ( (Nasdaq aq: : PDVW) Founded in 2004; priva vate w e wirel eless communi unications ns c carrier and provider of mobile workforce management solutions Executive team previously established and helped develop Next xtel C Communicatio ions along with highly successful mobile communications companies Ra Raised appr pproxim ximately $ $300M i in n equi quity and listed on NASDAQ in February 2015 Purchased na nationwide ide pr prim ime s spe pectrum in n 900 MHz z band ba nd; provides significant business opportunities 2
Experi erienced ed L Lead aders ership ip T Team eam Brian McAuley Morgan O’Brien Executive Chairman of the Board Vice Chairman of the Board NeoWorld Communications, Founder, Global Telecom and Technology, Inc. President and CEO (NYSE: GTT), Founding Director Nextel Communications, Co-founder and Sold NeoWorld to Nextel in 2003 ($273M) Chairman Nextel Communications, Co-founder, FCC Mobile Services Division President and CEO Named by FierceWireless as one of the United Rentals (NASDAQ: URI), Director top wireless innovators of all time John C. Pescatore Tim Gray, CPA Rob Schwartz President and Chief Executive Officer Chief Financial Officer Chief Strategy & Development Officer NeoWorld Communications, EVP and MedImmune, SVP and Chief Financial CEO of STI Brasil, LLC Chief Operating Officer Officer Expanets, Inc., EVP of Operations AOL, VP Finance, International & Access Managing Director of Unison Site Management Executive Vice President of IDT Telecom Nextel Communications, President of the Nextel Communications, Director, Two-Way Radio Division Corporate Financial Planning & Analysis Director of Corporate Development of Nextel Communications, Vice President Nextel of the Two-Way Radio Division 3
Curre rrent I Init itiat iativ ives Strategic gic O Oppor ortunities ies Dispat atch chPlus us Leveraging our spectrum for Workforce management FCC regu egula lator ory p proc oces ess enterprise use and wireless solution with added power Joint Petition for Rulemaking to service opportunities of one-touch, push-to-talk the FCC proposing the technology realignment of a portion of our 900 MHz band from narrowband to broadband 4
Dispatch chPlu lus: O : Overv rvie iew Wide-ar area, a, t two-way r radio n o networ orks offering PTT communications services to dispatch- centric businesses Commercially l launched across 7 major market areas with national licensed coverage expansion opportunities Value-added b business s solutions, including wide area PTT and propri rietary ry workforce management solutions Various s sale les s strategie ies in in pla lace targeting qualified business leads across many verticals 5
Dispatch chPlu lus: : Mark rket E Economic ics ► Per Market et V Variabl bles es: • 10 to 12 initial sites to launch • Capital costs of $1.5M -$2M • $2.5k operating costs per month/per site • 1 to 2 dedicated pdvWireless reps covering territory • Indirect sales channel model 6
Enhan ancin cing O g Our S Spect ectrum rum Value ue BACKGR GROU OUND: In November 2014, pdvWireless and the Enterprise Wireless Alliance filed a Joint Petition with the FCC proposing realignment of its 900 MHz band into 3x3 MHz broadband and 2x2 MHz narrowband segments CU CURRENTLY: The 900 MHz band is within a contiguous 5x5 MHz block of spectrum separated into 40 interleaved segments: (20 20) 10 10-channel blocks o of paired 1 12.5 kHz z channels a allocated a and aucti tioned f for S Specialized M Mobile R Radio ( (“SMR”) u use o on MTA b basis ( s (2.5 M MHz) (20) 20) 1 10-channe nnel blocks o of paired 1 d 12.5 kHz channe nnels a allocated f d for B Bus usine ness/Indu ndustrial/Land T nd Trans nsportation ( n (“B/ILT”) u use o on site te-specific b basis ( (2.5 MHz) z) Spec ectrum To Today Post Po Reali lignment 7
Discount counted ed Spect ctrum rum P Purch chases es Note teworth thy s spectr trum t transacti tions t that h t have ta taken place from 2008 t to 2 2017: per MHz POP ($) 1 GHz $0.88 5 current estimated value $ 0.55 600 MHz 700 MHz Digital 700 MHz A 700 MHz E PDV Sprint 900 1700 MHz AWS 1700 MHz AWS-3 1900 MHz Incentive Dividend Block (2014) 3 Block (2008) 4 MHz (2014) Spectrum Co. (2012) Auction (2015) 6 H Block (2014) 7 Auction (2017) 1 (2008) 2 1 Average price per FCC 2 Average price per FCC 3 TMobile investment presentation 4 FierceWireless 12/23/2011 5 Represents 60% increase in spectrum value since 2008 as a result of AT&T’s 2010 purchase of Qualcomm’s 700 MHz E Block Spectrum 8 6 Average price per FCC 7 FierceWireless 2/2/2015
FCC J C Joint nt P Petition U Update In September 2016, 2016, the F FCC C Chair irman c circula lated t to the C Commis issio ioners’ o offices a an i item f for vote, w whic ich w we b beli lieve t to be a a draft N Notic ice o of Inquir iry, or NOI The i intent o of an NOI i is generally lly t to gather m more i informatio ion f for the r record. T This partic icula lar NOI i I is likely ly s seekin ing i g informatio ion o on issues a and s solutio ions r raised i in the c comments a and f filed expar arte l e let etter ers Our c current i item r remain ins o on circula latio ion and i is pendin ing actio ion b by the f full C Commis issio ion Representativ ives o of pdvWir irele less h have met w with t the C Chair irman’s o office and t the offices o of the other C Commissio ioners r regardin ing o g our Petit itio ion and its m merit its We have a e also m met with i inter eres ested parties es t to demonstrate t e the f e feasibility o of worki king t toget ether er and h have signed ed l licen ense t e tran ansfer er a agreem eemen ents The item em h has n no def efined ed t timel eline a e and depends o on the af e affirmative v e vote of majo jority o y of the e Commis issio ioners. I Issuance o of an N NOI w I would ld b be a step i in the process w with o our g goal b being a an eventual F l FCC i issuance o of a Notic ice o of Proposed R Rule lemakin ing, o or NRPM 9
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