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Exhibit 99.1

Masthead-NOtag®

pdvWireless Reports Third Quarter Results



WOODLAND PARK, NJ – February 7, 2017 – pdvWireless, Inc., (NASDAQ: PDVW) (the “Company” or “pdvWireless”), a private wireless communications carrier and provider of mobile workforce management solutions, reported today its third fiscal quarter results for the period ended December 31, 2016.



“Our highest priority continues to be achieving regulatory success to unlock the value and opportunities associated with more efficient use of our spectrum position,” said John C. Pescatore, President and CEO of pdvWireless. “We believe that, prior to the November elections, a draft Notice of Inquiry was circulated to the FCC Commissioners’ offices. Following the election, changes to the leadership and staff at the Commissioners’ offices caused a temporary delay in the progress of many items awaiting action at the FCC, including our own. Now that the new FCC Chairman and staff have been appointed and begun the process of setting and communicating their plans and priorities, we are hopeful that the FCC will act on our proposal.”



While pursuing its regulatory initiatives, the Company has a separate effort to identify and pursue revenue generating activities that utilize its current licensed spectrum. The Company’s DispatchPlus business, currently deployed in seven major market areas, represents the initial opportunity to provide service to enterprises, and the Company is evaluating several other opportunities to further leverage its assets. “During the third quarter, we saw progress in our DispatchPlus business, including adding subscribers and growing our sales funnel. The positive feedback from our customers is encouraging and supported by the fact that close to 80% of them have used one or more aspects of our workforce management solutions,” Mr. Pescatore concluded.



Financial Results



Revenue for the Company’s third fiscal quarter and nine months ended December 31, 2016 was $1.3 million and $3.5 million, respectively. Revenue for the same periods of the prior year was $0.9 million and $2.6 million, respectively.



Net loss for the Company’s third quarter and nine months ended December 31, 2016 was ($7.3 million), or ($0.51) per share, and ($25.2 million), or ($1.75) per share, respectively. Net loss for the same periods of the prior year were ($5.2 million), or ($0.36) per share, and ($15.1 million), or ($1.07) per share, respectively.



The Company’s revenues for the three and nine months ended December 31, 2016 continued to principally represent its historical software-as-a-service (“SaaS”) business. The increases in revenues for each of those periods, however, were primarily from its DispatchPlus business. 

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Cost of revenue for the three and nine months ended December 31, 2016 was $1.8 million and $5.1 million, respectively. Cost of revenue for the same periods of the prior year was $0.9 million and $1.8 million, respectively. The increases over the prior periods primarily reflect the costs to maintain and operate the Company’s DispatchPlus networks.



Operating expenses for the three months ended December 31, 2016 increased by $1.5 million, or 28%, to $6.8 million from $5.3 million for the three months ended December 31, 2015. For the nine months ended December 31, 2016, operating expenses increased by $7.7 million, or 48%, to $23.7 million from $16.0 million for the nine months ended December 31, 2015. The increases for the three and nine month periods were principally driven by, in the three-month period, increased headcount and, in the nine-month period, consulting fees principally for the FirstNet bid process. 



Adjusted EBITDA for this year’s third quarter and nine months ended December 31, 2016 was  negative ($5.5 million) and negative ($20.0 million), respectively. For the same periods of the prior year, Adjusted EBITDA was negative ($4.0 million) and negative ($11.3) million, respectively.



Strong Cash Position



The Company has a strong cash position, with $130.7 million in available cash as of December 31, 2016, a decrease of $6.3 million from September 30, 2016 as the Company continued to further develop its DispatchPlus business and invested in the pursuit and development of its other business and spectrum strategies.



Conference Call



The Company will host a conference call at 4:45 p.m. EDT today, February 7, 2017, to discuss its third quarter fiscal 2017 financial results and update investors on its other strategic initiatives. Investors in the United States can participate in the earnings call by dialing into the conference line at 888-267-2845 and using the conference code 542263. The earnings call will be available for replay until February 21, 2017 and can be accessed through the pdvWireless Investor Relations website at http://corp.pdvwireless.com/investors/events/



About pdvWireless



pdvWireless, Inc. is a private wireless communications carrier and provider of mobile workforce management solutions that increase the productivity of field-based workers and the efficiency of their dispatch and call center operations. pdvWireless has launched and is operating private push-to-talk networks in seven major markets within the United States. Its patented and industry-validated SaaS technology improves team communication and field documentation across a wide array of industries, including transportation, distribution, construction, hospitality, waste management and field service.

 

pdvWireless’ Chairman, Brian McAuley and Vice Chairman, Morgan O'Brien, were the co-founders of Nextel Communications and have over 60 years of combined experience in two-way

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radio operations and FCC regulatory matters. pdvWireless is headquartered in Woodland Park, New Jersey.



Non-GAAP Financial Information



This press release and the information contained herein present a non-GAAP financial measure, Adjusted EBITDA, which excludes certain amounts. The Company defines Adjusted EBITDA as net income (loss) with adjustments for depreciation and amortization, interest income (expense)-net, other income (expense)-net, income taxes and stock-based compensation. The Company has included below a reconciliation of net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA. The Company’s management uses Adjusted EBITDA to evaluate the Company’s performance and provides this financial measure to investors as a supplement to the Company’s reported results because management believes this information provides additional insight into the Company’s operating performance by disregarding certain nonrecurring or non-cash 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. The non-GAAP financial measure used by the Company may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies.



Forward-Looking Statements



Any statements contained in this press release that do not describe historical facts are forward-looking statements as defined under the Federal securities laws. These forward-looking statements include statements regarding the Company’s DispatchPlus business and its sales and marketing initiatives, the regulatory status and timing of the Company’s Joint Petition for Rulemaking and the Company’s spectrum and other initiatives and opportunities. Any forward-looking statements contained herein are based on the Company’s current expectations, but are subject to a number of risks and uncertainties that could cause its actual future results to differ materially from its current expectations or those implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: 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, may cost more than anticipated, 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 (the “SEC”), including its Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the SEC on

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June 13, 2016 and its quarterly report on Form 10-Q for the quarter ended December 31, 2016, filed with the SEC on February 7, 2017. 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.



Investor Relations Contacts:





 

 

Tim Gray

Chief Financial Officer

pdvWireless, Inc.

973-771-0981

ir@pdvwireless.com

 

 

 

Joele Frank, Wilkinson Brimmer Katcher

 

 

Joe Millsap

415-869-3950

 

jmillsap@joelefrank.com

 

 

Adam Pollack

212-355-4449

apollack@joelefrank.com 





-

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pdvWireless, Inc.

Consolidated Statements of Operations













 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 



 

Three months ended

 

Nine months ended



 

December 31,

 

December 31,



 

2016

 

2015

 

2016

 

2015

Operating revenues

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

Service revenue

 

$

976,324 

 

$

652,918 

  

$

2,626,900 

 

$

1,923,599 

Spectrum lease revenue

 

 

182,186 

 

 

182,186 

  

 

546,558 

 

 

546,559 

Other revenue

 

 

176,769 

 

 

105,288 

  

 

349,110 

 

 

122,552 

Total operating revenues

 

 

1,335,279 

 

$

940,392 

 

 

3,522,568 

 

 

2,592,710 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

Sales and service

 

 

1,831,847 

 

 

906,291 

 

 

5,090,569 

 

 

1,772,050 

Gross profit (loss)

 

 

(496,568)

 

 

34,101 

 

 

(1,568,001)

 

 

820,660 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

4,846,755 

 

 

3,843,378 

 

 

18,069,321 

 

 

12,154,625 

Sales and support

 

 

1,420,673 

 

 

1,118,630 

 

 

3,856,658 

 

 

2,815,312 

Product development

 

 

539,182 

 

 

341,129 

 

 

1,734,026 

 

 

982,226 

Total operating expenses

 

 

6,806,610 

 

 

5,303,137 

 

 

23,660,005 

 

 

15,952,163 

Loss from operations

 

 

(7,303,178)

 

 

(5,269,036)

 

 

(25,228,006)

 

 

(15,131,503)

Interest expense

 

 

(1,364)

 

 

(932)

 

 

(4,091)

 

 

(932)

Interest income

 

 

25,110 

 

 

26,151 

 

 

73,168 

 

 

77,664 

Other income (expense)

 

 

(8,171)

 

 

 —

 

 

(12,964)

 

 

1,250 

Net loss

 

$

(7,287,603)

 

$

(5,243,817)

 

$

(25,171,893)

 

$

(15,053,521)

Net loss per common share basic and diluted

 

$

(0.51)

 

$

(0.36)

 

$

(1.75)

 

$

(1.07)

Weighted-average common shares used to compute basic and diluted net loss per share

 

 

14,396,212 

 

 

14,375,441 

 

 

14,385,002 

 

 

14,084,506 







The table below reconciles Adjusted EBITDA to the Company’s GAAP disclosure of net loss.



















 

 

 

 

 

 

 

 

 

 

 

 



 

Three months ended

 

Nine months ended



 

December 31,

 

December 31,



 

2016

 

2015

 

2016

 

2015



 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

 

 

(Unaudited)

Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(7,287,603)

 

$

(5,243,817)

 

$

(25,171,893)

 

$

(15,053,521)

Interest income (expense) - net

 

 

(23,746)

 

 

(25,219)

 

 

(69,077)

 

 

(76,732)

Other income (expense) - net

 

 

8,171 

 

 

 —

 

 

12,964 

 

 

(1,250)

Depreciation - Cost of revenue

 

 

540,187 

 

 

121,969 

 

 

1,488,559 

 

 

205,155 

Depreciation and amortization - Operating expenses

 

 

44,562 

 

 

36,481 

 

 

137,641 

 

 

81,743 

Stock-based compensation expense

 

 

1,197,519 

 

 

1,132,119 

 

 

3,636,941 

 

 

3,587,730 

Adjusted EBITDA

 

$

(5,520,910)

 

$

(3,978,467)

 

$

(19,964,865)

 

$

(11,256,875)



 

 

 

 

 

 

 

 

 

 

 

 



















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pdvWireless, Inc.

Consolidated Balance Sheets











 

 

 

 

 

 



 

December 31,

 

March 31,



 

2016

 

2016



 

(Unaudited)

 

 

 

ASSETS

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

130,686,333 

 

$

153,462,865 

Accounts receivable, net of allowance for doubtful accounts

 

 

869,449 

 

 

528,283 

Inventory

 

 

44,278 

 

 

93,203 

Prepaid expenses and other current assets

 

 

986,728 

 

 

906,952 

Total current assets

 

 

132,586,788 

 

 

154,991,303 

Property and equipment, net

 

 

15,149,709 

 

 

15,119,766 

Intangible assets

 

 

104,429,090 

 

 

103,655,459 

Capitalized patent costs, net

 

 

213,712 

 

 

222,359 

Other assets

 

 

307,321 

 

 

60,073 

Total assets

 

$

252,686,620 

 

$

274,048,960 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

3,831,684 

 

$

3,780,697 

Accounts payable - officers

 

 

15,942 

 

 

44,159 

Current portion of note payable

 

 

494,545 

 

 

494,545 

Deferred revenue

 

 

782,474 

 

 

744,605 

Total current liabilities

 

 

5,124,645 

 

 

5,064,006 

Noncurrent liabilities

 

 

 

 

 

 

Long-term portion of note payable

 

 

497,265 

 

 

497,265 

Deferred revenue, net of current portion

 

 

5,226,487 

 

 

5,647,773 

Other liabilities

 

 

1,187,795 

 

 

654,536 

Total liabilities

 

 

12,036,192 

 

 

11,863,580 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' equity

 

 

 

 

 

 

Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized and no shares outstanding at December 31, 2016 and March 31, 2016

 

 

 —

 

 

 —

Common stock, $0.0001 par value per share, 100,000,000 shares
authorized and 14,340,372 shares issued and outstanding at December 31, 2016 and 14,300,790 shares issued and outstanding at March 31, 2016

 

 

1,442 

 

 

1,438 

Additional paid-in capital

 

 

329,306,025 

 

 

325,669,088 

Accumulated deficit

 

 

(88,657,039)

 

 

(63,485,146)

Total stockholders' equity

 

 

240,650,428 

 

 

262,185,380 

Total liabilities and stockholders' equity

 

$

252,686,620 

 

$

274,048,960 



 

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pdvWireless, Inc.

Consolidated Statement of Cash Flows

(Unaudited)





 

 

 

 

 

 



 

 

 

 

 

 



 

Nine months ended



 

December 31,



 

2016

 

2015

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(25,171,893)

 

$

(15,053,521)

Adjustments to reconcile net loss to net cash used by operating activities

 

 

 

 

 

 

Depreciation and amortization

 

 

1,626,200 

 

 

286,898 

Stock-based compensation expense

 

 

3,636,941 

 

 

3,587,730 

Bad debt expense

 

 

43,106 

 

 

 —

Changes in operating assets and liabilities

 

 

 

 

 

 

Accounts receivable

 

 

(384,272)

 

 

(103,830)

Inventory

 

 

48,925 

 

 

 —

Prepaid expenses and other assets

 

 

(327,024)

 

 

138,670 

Accounts payable and accrued expenses

 

 

50,987 

 

 

(3,289,906)

Accounts payable - officers

 

 

(28,217)

 

 

(21,205)

Deferred revenue

 

 

(598,334)

 

 

(537,705)

Other liabilities

 

 

502,980 

 

 

257,620 

Net cash flows used by operating activities

 

 

(20,600,601)

 

 

(14,735,249)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Purchases of intangible assets

 

 

(503,956)

 

 

(1,347,710)

Purchases of equipment

 

 

(1,670,914)

 

 

(7,940,112)

Payments for patent costs

 

 

(1,061)

 

 

(11,847)

Net cash used by investing activities

 

 

(2,175,931)

 

 

(9,299,669)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Net proceeds from follow-on offering

 

 

 —

 

 

64,792,220 

Proceeds from option exercise

 

 

 —

 

 

45,066 

Net cash provided from financing activities

 

 

 —

 

 

64,837,286 

Net change in cash and cash equivalents

 

 

(22,776,532)

 

 

40,802,368 

CASH AND CASH EQUIVALENTS

 

 

 

 

 

 

Beginning of the period

 

 

153,462,865 

 

 

119,873,668 

End of the period

 

$

130,686,333 

 

$

160,676,036 



 

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