What changed in this filing

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Item 1. Business

2024-06-26 compared with 2023-06-14 · 170 added, 159 removed, 260 unchanged (56% of the section changed)

Anterix Inc (“Anterix,” “we,” “our,” or the “Company”) is a wireless communications company focused on commercializing our spectrum assets to enable our targeted utility and critical infrastructure customers to deploy private broadband networks and on offering innovative broadband solutions to the same target customers.

We are the largest holder of licensed spectrum in the 900 MHz band (896 - 901 / 935 - 940 MHz) with nationwide coverage throughout the contiguous United States, Hawaii, Alaska and Puerto Rico.

On May 13, 2020, the FCC approved the Report and Order to modernize and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the deployment of broadband networks, technologies and solutions.

The Report and Order was published in the Federal Register on July 16, 2020 and became effective on August 17, 2020.

We are now engaged in qualifying for and securing broadband licenses from the FCC.

At the same time, we are pursuing opportunities to monetize the broadband spectrum we secure to our targeted utility and critical infrastructure customers.

Anterix Inc (“Anterix,” “we,” “our,” or the “Company”) is the utility industry’s partner, empowering enhanced visibility, control and security for a modern grid.

Our vision is to deliver secure, scalable solutions enabled by private wireless broadband connectivity, for the benefit of utilities and the communities that they serve.

As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico, we are uniquely positioned to deliver solutions that support secure, resilient and customer-controlled operations.

We are focused on commercializing our spectrum assets and expanding the benefits and solutions we offer to enable our targeted utility and critical infrastructure customers to deploy private broadband networks.

Fiscal 2024 Highlights and Accomplishments

• Yielded positive cash flows primarily due to $106.5 million received in contracted cash proceeds from our customers

• Entered into a $30.0 million spectrum sale agreement with Lower Colorado River Authority (“LCRA”)

• Entered into a $34.5 million spectrum lease agreement with Tampa Electric Company (“TECO”)

• Transferred the San Diego County and Imperial County broadband licenses to San Diego Gas & Electric Company and recorded a $7.4 million gain on sale of intangible assets

• Exchanged narrowband for broadband licenses in 28 counties and recorded a $35.0 million gain

• Repurchased 735,646 shares of our stock to return capital to our stockholders for a total of $24.7 million

• Successfully led and completed initiatives in 3GPP to secure enhancements to the US 900 MHz Broadband Spectrum to benefit our customers, including the designation of a new Band 106 and n106, both for long-term evolution (“LTE”) and 5G

• Initiated a petition with the FCC aimed at expanding the current paired 3 x 3 MHz broadband segment to a paired 5 x 5 MHz broadband segment within the 900 MHz band

Our Business Strategy

Our strategy is to provide transformative broadband solutions for critical infrastructure industries and enterprises including private wireless connectivity on 900 MHz spectrum and next-generation communications platforms.

We support digital transformations, infrastructure modernization, and cybersecurity strategies that will enable the new standard for security, performance and safety.

Leveraging Anterix solutions, critical infrastructure customers can tackle their most impactful opportunities, unlocking applications from analytics to automation to edge monitoring and artificial intelligence.

Together with Anterix, customers can build solutions that will scale and evolve with business needs.

To that end, we are pursuing a two-pronged strategy focused on:

(i) converting our nationwide narrowband 900 MHz spectrum position into valuable broadband spectrum;

and (ii) offering long-term leasing of broadband spectrum or other creative solutions in complex system areas to monetize spectrum coupled with platform services and solutions to utility and critical infrastructure enterprises nationwide.

Our Spectrum Assets

Our spectrum is our most valuable owned asset.

We hold licenses nationwide, including approximately 50% of the 900 MHz band in the United States.

We hold licenses nationwide, over 52% of the 900 MHz band in the United States.

However, where spectrum is the highest priced, top 20 metropolitan market areas in the United States which cover approximately 38% of the U.S.

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Subsequently, the FCC conducted overlay auctions on the SMR designated blocks that awarded geographic-based licenses on an MTA basis while affording operational protection to incumbent, site-based licensees in those areas.

Certain MTA licenses were not purchased at auction or have been returned to the FCC.

Certain MTA licenses were not purchased at auction and have been returned to the FCC.

In addition, the FCC never auctioned the 20 blocks of B/ILT spectrum in some parts of the United States, therefore no users acquired site-based licenses utilizing this spectrum.

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Broadband licenses

As of March 31, 2023 and 2022, we were granted by the FCC broadband licenses for 105 and 21 counties, respectively.

As a result, we relinquished to the FCC our narrowband licenses and made the necessary Anti-Windfall Payments for the same 105 and 21 counties, respectively, as required by the Report and Order.

Our Business Strategy

Our mission is to provide transformative broadband solutions for critical infrastructure industries and enterprises including private wireless connectivity on 900 MHz spectrum and next-generation communications platforms.

We support digital transformations, infrastructure modernization, and cybersecurity strategies that will establish the new standard for performance and safety.

Together with Anterix, customers can build solutions that will scale and evolve with business needs.

To that end, we are pursuing a two-pronged strategy focused on:

1) converting our nationwide narrowband 900 MHz spectrum position into valuable broadband spectrum;

and 2) offering long-term leasing of broadband spectrum or other creative solutions in complex system areas to monetize spectrum and platform services and solutions to utility and critical infrastructure enterprises nationwide.

As of March 31, 2024, we were cumulatively granted by the FCC broadband licenses for 133 counties.

As a result, we relinquished to the FCC our narrowband licenses and made the necessary Anti-Windfall Payments for the same 133 counties, as required by the Report and Order.

During fiscal year 2024, we transferred 2 FCC broadband licenses to our customer pursuant to the terms of our spectrum sale agreement.

As of March 31, 2024, we held 131 FCC broadband licenses.

Converting our Nationwide Narrowband 900 MHz Spectrum Position to Broadband

Converting our spectrum from narrowband to broadband licenses nationwide is a foundational component of our two-pronged strategy as it provides the underpinning for achieving our business strategy.

To achieve this conversion, we are focused on intentionally clearing incumbents out of the broadband license segment and obtaining broadband licenses in those counties (i) in which we have customer contracts, (ii) where we believe we have near-term commercial prospects, or (iii) may be strategically advantageous to achieve optimum costs for broadband licenses over time.

To achieve this conversion, we are focused on intentionally clearing incumbents out of the broadband license segment and obtaining broadband licenses in counties (i) which we have customer contracts, (ii) where we believe we have near-term commercial prospects, or (iii) may be strategically advantageous to achieve optimum costs for broadband licenses over time.

Secure Broadband Licenses

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As a result of this decision and our extensive accumulated spectrum holdings, Anterix—and only Anterix—is an essential party in every one of the nation’s 3,233 counties.

And while we intend to continue to

prioritize our spectrum transactions in areas where we have customer opportunities, we also plan to pursue spectrum transactions opportunistically to recognize a positive return on our investments in spectrum clearing costs.

We have been proactive in this effort and to date have completed, and intend to continue to pursue, spectrum transactions to support our efforts to satisfy the broadband license eligibility requirements.

And while we intend to continue to prioritize our spectrum transactions in areas where we have customer opportunities, we also plan to pursue spectrum transactions opportunistically to recognize a positive return on our investments in spectrum clearing costs.

We have been proactive in this effort and to date have completed, and intend to continue to pursue, spectrum transactions to support our efforts to satisfy the broadband license Eligibility Certification requirements.

Clear Covered Incumbents

We have been proactive in our clearing efforts in preparation for the broadband licensing process.

Our dedicated clearing teams are focused on negotiating agreements to move Covered Incumbents from the broadband segment of the 900 MHz spectrum band to the segments allocated for continued narrowband operations within the 900 MHz band or out of 900 MHz band entirely.

Our team has worked with Covered Incumbents and negotiated and contracted approximately two-thirds of the transactions required to clear the licensed broadband segment channels.

Our dedicated clearing team is focused on negotiating agreements to move Covered Incumbents from the broadband segment of the 900 MHz spectrum band to the segments allocated for continued narrowband operations within the 900 MHz band or out of 900 MHz band entirely.

Our team has worked with Covered Incumbents and negotiated and contracted approximately three quarters of the transactions required, inclusive of three Complex Systems, to clear the licensed 900 MHz Broadband Segment channels.

Deploying our Commercial Business Offering

With the Report and Order issued, paving the way for the deployment of broadband in the 900 MHz band, the second key prong of our strategy is establishing our commercial positioning and accelerating adoption of our principal commercial business offering.

We are implementing this strategy through targeted outreach and education by our sales, marketing, business development, commercial sales operations and industry government affairs organizations, by participating in the Utilities Broadband Alliance (“UBBA”) along with other industry associations, and by attracting vendors to the Anterix Active Ecosystem Program (“AAEP”).

With the initial Report and Order completed and the work Anterix has done since then to pave the way for the deployment of broadband in the 900 MHz band, we have moved into the second key prong of our strategy of establishing our commercial position and accelerating adoption of our principal commercial business offering.

We are implementing this strategy through:

• targeted outreach and education by our sales, marketing, business development, commercial operations and industry government affairs organizations;

• participating in the Utilities Broadband Alliance (“UBBA”), other industry associations and industry events;

• attracting vendors to the Anterix Active Ecosystem Program (“AAEP”);

• launching our Utility Strategic Advisory (“USAB”).

UBBA membership currently includes 34 electric utilities among its nearly 106 members.

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Based upon our analysis and discussions with current and potential customers to date, we are seeing strong and growing indications of Demonstrated Intent for PLTE networks using 900 MHz spectrum.

To fulfill our business offering, we will be responsible for the costs of securing the broadband licenses from the FCC, including the costs of clearing and acquiring sufficient spectrum to meet the broadband requirements.

To fulfill our business offering, we will be responsible for the costs of securing the broadband licenses from the FCC, including the costs of clearing and meeting the broadband Eligibility Certification requirements.

By contrast, we expect that most of our customers will bear the costs of deploying and operating their private broadband networks, technologies and solutions.

And, beyond our principal commercial business offering, we are also exploring additional opportunities to offer electric utility companies additional value-added services to support their network deployments and operations.

And, beyond our principal commercial business offering, we are also exploring additional opportunities to offer electric utility companies additional value-added solutions and services to support their network deployments and operations, and grid modernization initiatives.

Accordingly, our approach to driving the second key prong of our strategy includes:

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2) encouraging federal and state agencies to support the investment and deployment of PLTE solutions in the 900 MHz band by utilities and critical infrastructure companies;

3) participating in demonstrations and tests with laboratories such as National Renewable Energy Lab (“NREL”) and National Institute of Standards and Technology (“NIST”) to validate the benefits of PLTE systems;

3) participating in demonstrations and tests with laboratories such as National Renewable Energy Lab (“NREL”), Pacific Northwest National Lab and National Institute of Standards and Technology (“NIST”) to validate the benefits of PLTE systems;

4) developing expanded value-added business offerings;

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6) participating in UBBA and other relevant industry associations to promote our solution;

and 7) continually evaluating potential opportunities to expand the application of private wireless broadband networks built on 900 MHz spectrum.

and 7) continually evaluating potential opportunities to expand the application of private wireless broadband networks built on 900 MHz Broadband Spectrum.

Continue to Build the Customer Pipeline

Our sales and support teams are actively working with many of the largest Investor Owned Utilities (“IOU”).

More specifically, these teams are working in coordination with representatives from our target customers, long-term evolution (“LTE”) infrastructure vendors, end-user device manufacturers, system integrators and other technology companies in addition to responding to Requests for Information (“RFI”), Requests for Proposals (“RFP”) and requests to support technology trials related to using our 900 MHz spectrum for broadband services.

To date, there have been nine experimental licenses granted to IOUs or their subsidiaries (including Ameren Corporation (“Ameren”), Evergy, Inc.

(“Evergy”), San Diego Gas & Electric Company, a subsidiary of Sempra Energy (“SDG&E”), and Xcel Energy Services Inc.

(“Xcel Energy”)), two experimental licenses to other utilities and six experimental licenses to vendors and labs to showcase and promote 900 MHz broadband.

More specifically, these teams are working in coordination with representatives from our target customers, LTE infrastructure vendors, end-user device manufacturers, system integrators and other technology companies in addition to responding to Requests for Information (“RFI”), Requests for Proposals (“RFP”) and requests to support technology trials related to using our 900 MHz spectrum for broadband services.

Currently, there are five experimental licenses granted to non customer utilities and six experimental licenses to other vendors and labs to showcase and promote 900 MHz Broadband Spectrum.

Build Support with Federal and State Agencies

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Other agencies that guide utility regulations include the Department of Energy, the Department of Homeland Security, and NIST, as well as regional transmission organizations and independent system operators.

We are working with each of these agencies to educate

them about the security, reliability and priority access benefits that private broadband LTE networks, technologies and solutions can offer to utilities.

We are working with each of these agencies to educate them about the security, reliability and priority access benefits that private broadband wireless networks, technologies and solutions can offer to utilities.

We are also working with a number of state agencies and commissions who regulate electric utilities and have a strong influence over electric utility investment decisions.

Our goal with these state agencies and commissions is to ensure they have the right information and are properly educated on the immense benefits of utility-scale private wireless broadband networks for end-use customers so they can confidently approve utilities to include the costs of leasing of our spectrum assets and deploying private broadband LTE networks, technologies and solutions into their respective rate making filings.

Utility control of communications for grid modernization programs enhances their ability to provide safe, secure, reliable and resilient electricity for the ratepayers.

Broadband networks also support greater operating efficiencies, for example, as multiple narrowband networks are unified and combined into one network.

Our goal with these stakeholders is to ensure they have the right information and are properly educated on the immense benefits of utility-scale private wireless broadband networks for end-use customers so they can confidently approve investments made by utilities including the costs of leasing of our spectrum assets and deploying private broadband LTE networks, technologies and solutions into their respective rate making filings.

Their understanding and appreciation that utility control of communications for grid modernization programs enhances the utilities’ ability to provide safe, secure, reliable and resilient electricity for ratepayers is essential.

When included in rate bases, utilities are permitted to recover costs and earn a customary rate of return on these prudent investments.

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We are performing due diligence to determine how best to meet these customer needs, including using our internal expertise, collaborating with industry partners and working with specific service providers.

Identify and Evaluate New Opportunities for Our Spectrum

The wireless communications industry is highly competitive and subject to rapid regulatory, technological and market changes.

A key part of our business strategy is to continually monitor changes in the wireless industry and to evaluate how these changes could enable us to maximize the value of our spectrum assets.

Additionally, although we are initially focusing on the electric utility industry, we have identified other customer groups, including ports, railroads, water, oil and gas facilities, and mining operations, where we believe there is both customer demand and a good fit for the private wireless broadband networks, technologies, and solutions that our spectrum assets could support.

As proof of the potential demand for and value of our spectrum assets, two of the most recent FCC broadband spectrum auctions exceeded consensus valuation estimates and brought in the first and third highest auction proceeds ever for the U.S.

Additionally, T-Mobile has recently agreed to purchase 600 MHz broadband spectrum from entities that hold broadband spectrum licenses for values that far exceeded the price paid for these broadband spectrum licenses at FCC auction, which we believe demonstrates the continued demand for licensed broadband spectrum.

CatalyX is the first AAEP commercial service on our integrated platform.

CatalyX is a turnkey connectivity management solution that helps utilities realize the benefits of private broadband networks, while leveraging commercial broadband networks.

CatalyX simplifies connectivity management by integrating state-of-the-art SIM technology, device SIM management, and private to public roaming to deliver the flexibility and security that utilities require.

Utilities can now efficiently and securely deploy and manage smart grid devices on a private network while optimizing broadband coverage in their service territories.

CatalyX provides control and visibility of devices, whether they are connected to the private or public radio access network.

With CatalyX, utilities can manage each device SIM remotely, which can reduce operational costs and risks.

Through a single dashboard, all aspects of device connectivity can be monitored and managed including connecting to both public and private networks.

Utilities can achieve available coverage at various service locations, by connecting to their PLTE network, or roaming on multiple carrier commercial networks.

Enable the Anterix Active Ecosystem with U.S.

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Our efforts are ongoing to facilitate continued adoption of 900 MHz Band 8 radio access network equipment and end-user devices in the U.S.

by working with chipmakers and module and device vendors to help ensure that customers who employ 900MHz for PLTE have timely access to 3GPP standards-compliant Band 8 devices that meet the technical operating specifications established in the FCC’s Report and Order.

We also worked with an FCC certification testing lab to develop testing protocols to enable quick certification of Band 8 devices for use in the United States.

by working with chipmakers and module and device vendors to help ensure that customers who deploy 900 MHz for private wireless networks have timely access to 3GPP standards-compliant Band 8 devices that meet the technical operating specifications established in the FCC’s Report and Order.

We also worked with an FCC certification testing lab to develop testing protocols to enable quick certification of devices for use in the United States.

The benefit of working with a global standard is that many existing devices, network components, and solutions are well suited for the working environment of our targeted critical infrastructure and enterprise customers.

Global standards also provide a long-term evolution path for the technology chosen by our customers including forward and backward compatibility.

Identify and Evaluate New Opportunities for Our Spectrum

The wireless communications industry is highly competitive and subject to rapid regulatory, technological and market changes.

A key part of our business strategy is to continually monitor changes in the wireless industry and to evaluate how these changes could enable us to maximize the value of our spectrum assets.

As proof of the potential demand for and value of our spectrum assets, two recent FCC spectrum auctions exceeded consensus valuation estimates and brought in the first and third highest auction proceeds ever for the U.S.

Treasury, which we believe demonstrates the continued demand for licensed broadband spectrum.

Global standards also provide an LTE path for technology, ensuring forward and backward compatibility, all these benefits therefore extend to Anterix customers.

Additionally, we successfully led and completed initiatives in 3GPP to secure enhancements to the US 900 MHz spectrum to benefit our customers, including the designation of a new band, both for LTE and 5G, as well as a transition to 5G, which received worldwide wireless industry support.

3GPP is approved and will incorporate Band 106 and n106, designated for LTE and 5G respectively, as a subset of Band 8 in the US.

Our Broadband Market Opportunity

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Technological advancements have produced sensors and smart devices to enable the new two-way grid and offer operators the ability to control and run the grid efficiently, safely and reliably.

Wireless communication networks, technologies and solutions can help utilities move the large volumes of data generated by these sensors and smart devices to their control systems for decision making, analytics and responsiveness to

market demand and emergencies.

The legacy communications systems utilized by many utilities have increasing interference and/or higher cyber threats, are not designed to handle this new data load, are inefficient and costly to maintain, and, in many cases, have associated equipment that is approaching end of life.

Our targeted customers have historically built, maintained and operated communication networks, including private Land Mobile Radio (“LMR”) networks and supervisory control and data acquisition (“SCADA”) networks on narrowband frequencies licensed exclusively to them by the FCC.

Based on our discussions with these targeted customers, these entities commonly express their desire to retain the positive elements of their aging LMR and SCADA networks, namely private ownership, tight control and custom features (such as specialized coverage and priority access), while adding the benefits of broadband and other advanced technologies (such as solving a broader set of use cases, including high-speed data transmission, video services and economies of scale).

However, due to the general unavailability of low band spectrum (i.e., below 1 GHz), these entities have had limited opportunities to license or acquire the spectrum required to deploy cost-effective wireless broadband or other advanced technologies.

In contrast to legacy systems, the wireless broadband networks, technologies and solutions that can be deployed utilizing our spectrum assets can address the communication demands of the modern grid, both now and in the future.

Our licensed 900 MHz Broadband Spectrum offers the assurance of absolute control over access to and use of that spectrum, allowing our spectrum to be utilized to provide customers with guaranteed levels of service and the ability for customers to prescribe and enforce purpose-built “rules of the road” for the provision of those services.

Our spectrum assets can also serve as the foundational element to allow customers to implement LTE capabilities and evolve to 5G when there is a need.

Recent FCC actions, including various auctions, have created significant opportunities for blocks of shared, unlicensed spectrum and/or licensed spectrum in the mid and high spectrum bands.

The additional shared, unlicensed spectrum and/or licensed spectrum can enable future 5G networks, technologies and solutions.

While we intend to build our existing and future business strategies around our 900 MHz licensed spectrum, the ability for our critical infrastructure and enterprise customers to combine our licensed 900 MHz spectrum with additional spectrum in one or more licensed, shared and/or unlicensed bands can provide them with an advantageous solution.

Business Development

The 900 MHz private wireless network allows utilities to have full control of the design, construction, and operation of their network.

Utility mission-critical applications are prioritized, even in situations when other networks become overloaded or experience disruptions.

Such control fosters heightened efficiency, resiliency, security, and responsiveness.

This is more relevant than ever in light of recent extreme weather events.

Commercial Success

We have invested in building our business development, sales, marketing and other supporting teams, which include both external and internal resources, to help foster our evolving customer relationships in furtherance of growing and maturing our pipeline.

Since the FCC’s issuance of the Report and Order, our sales and marketing efforts have been focused on pursuing spectrum lease arrangements and introducing our integrated platform solutions to our targeted utility and critical infrastructure customers.

Since the FCC’s issuance of the Report and Order, our sales and marketing efforts have been focused on pursuing spectrum lease arrangements, creative spectrum solutions in markets where Complex Systems exist and introducing our integrated platform solutions to our targeted utility and critical infrastructure customers.

Our business development, sales and marketing organizations exercise the following three key methods to grow and mature our pipeline:

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These efforts are enhanced with sales and marketing partnerships with a variety of third parties, such as integrators and technology and equipment vendors, with whom we will seek active promotion of our broadband spectrum assets and support for our broadband spectrum assets with their products, technologies, solutions and services.

Additionally, our senior executives, engineering, technology, commercial sales operations and marketing teams support our sales efforts through presentations, branded participation through sponsorships and speaking engagements at major trade events, associations and organizations, customer meetings, collateral, and product demonstrations to expand our reach and brand awareness.

Additionally, our senior executives, engineering, technology, commercial operations and marketing teams support our sales efforts through presentations, branded participation through sponsorships and speaking engagements at major trade events, associations and organizations, customer meetings, collateral, and product demonstrations to expand our reach and brand awareness.

Long-Term Leases of 900 MHz Broadband Spectrum

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The scheduled prepayments for the 30-year initial terms of the Ameren Agreements total $47.7 million, of which $0.3 million we received in February 2021, $5.4 million in September 2021 and $17.2 million in October 2021.

The prepayments received to date encompass the initial upfront payment(s) due upon signing of the Ameren Agreements and payments for delivery of the relevant 1.4 x 1.4 cleared spectrum in several metropolitan counties throughout Missouri and Illinois, in accordance with the terms of the Ameren Agreements.

The remaining prepayments of $24.8 million, excluding potential penalties, for the 30-year initial term are due by mid-2026, per the terms of the Ameren Agreements and as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses.

The Ameren Agreements are subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if we fail to perform our contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband

Spectrum in accordance with the terms of the Ameren Agreements.

We are working with incumbents to clear the 900 MHz Broadband Spectrum allocation in Ameren’s service territory.

The prepayments received to date encompass the initial upfront payment(s) due upon signing of the Ameren Agreements and payments for delivery of the relevant 1.4 x 1.4 MHz cleared spectrum in several metropolitan counties throughout Missouri and Illinois, in accordance with the terms of the Ameren Agreements.

We are working with the remaining incumbents to clear the 900 MHz Broadband Spectrum allocation in Ameren’s service territory.

In accordance with ASC 606 Revenue from Contracts with Customers, the payments of prepaid fees under the Ameren Agreements will be accounted for as deferred revenue on our Consolidated Balance Sheets.

Revenue will be recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband licenses are delivered by respective county, over the contractual term of approximately 30-years.

The following table represents the contractual delivery milestones under the Ameren Agreements and the allocated value ascribed for each term of the milestone.

Milestone Total allocated value (in millions)* Start of revenue recognition** Term**

Upfront deposit $ 0.3 Q3 FY22 30 years

Milestone 1 1.7 Q3 FY22 3 years

Milestone 2 21.0 Q1 FY25 27 years

Milestone 3 1.9 Q1 FY25 27 years

Milestone 4 22.8 Q1 FY27 25 years

* Total allocated value is subject to change based on final delivery date of the broadband licenses for the associated milestone, which may include penalties associated with delayed deliveries.

** Revenue recognition occurs upon delivery of broadband licenses for the associated milestone, which may differ from the estimates noted above.

Term is calculated based on the expected delivery date, which correlates to the period of time the revenue will be recognized for the associated milestone.

Revenue will be recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband leases are delivered by respective county, over the contractual term of approximately 30-years.

Evergy Agreement

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The Evergy Agreement is subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if we fail to perform our contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Evergy Agreement.

We are working with incumbents to clear the 900 MHz Broadband Spectrum allocation covered by the Evergy Agreement.

We have cleared the 900 MHz Broadband Spectrum allocation covered by the Evergy Agreement.

In accordance with ASC 606 Revenue from Contracts with Customers, the payments of prepaid fees under the Evergy Agreement will be accounted for as deferred revenue on our Consolidated Balance Sheets.

The following table represents the contractual delivery milestones under the Evergy Agreement and the allocated value ascribed for each term of the milestone.

Milestone Total allocated value (in millions)* Start of revenue recognition** Term**

Milestone 1 $ 0.9 Q2 FY23 1 year

Milestone 2 29.3 Q2 FY24 19 years

* Total allocated value is subject to change based on final delivery date of the broadband licenses for the associated milestone, which may include penalties associated with delayed deliveries.

** Revenue recognition occurs upon delivery of broadband licenses for the associated milestone which may differ from the estimates noted above.

Term is calculated based on the expected delivery date, which correlates to the period of time the revenue is expected to be recognized for the associated milestone.

Xcel Energy Agreement

Energy Agreement”) including Colorado, Michigan, Minnesota, New Mexico, North Dakota, South Dakota, Texas and Wisconsin.

In October 2022, we entered into an agreement with Xcel Energy providing Xcel Energy dedicated long-term usage of our 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states (the “Xcel Energy Agreement”) including Colorado, Michigan, Minnesota, New Mexico, North Dakota, South Dakota, Texas and Wisconsin.

The Xcel Energy Agreement also provides Xcel Energy an option to extend the agreement for two 10-year terms for additional payments.

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The scheduled prepayments for the 20-year initial term of the Xcel Energy Agreement total $80.0 million, of which $8.0 million was received in December 2022.

In July 2023 and November 2023, we delivered the cleared 900 MHz Broadband Spectrum and the associated broadband leases and received milestone payments of $21.2 million in each period.

During the year ended March 31, 2024, we delivered the cleared 900 MHz Broadband Spectrum and the associated broadband leases and received a milestone payment of $16.8 million in January 2024.

The Xcel Energy Agreement is subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if we fail to perform our contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Xcel Energy Agreement.

The remaining prepayments for the 20-year initial term are due by mid-2028, per the terms of the Xcel Energy Agreement and as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses.

We are working with incumbents to clear the 900 MHz Broadband Spectrum allocation in Xcel Energy service territories.

We are working with the remaining incumbents to clear the 900 MHz Broadband Spectrum allocation in Xcel Energy service territories.

In accordance with ASC 606 Revenue from Contracts with Customers, the payments of prepaid fees under the Xcel Energy Agreement will be accounted for as deferred revenue on our Consolidated Balance Sheets.

The following table represents the contractual delivery milestones under the Xcel Energy Agreement and the allocated value ascribed for each term of the milestone.

Milestone Total allocated value (in millions)* Start of revenue recognition** Term**

Milestone 1 $ 36.5 Q2 FY24 20 years

Milestone 2 16.7 Q4 FY24 20 years

Milestone 3 10.9 Q1 FY25 19 years

Milestone 4 8.9 Q2 FY26 18 years

Milestone 5 7.0 Q2 FY29 15 years

* Total allocated value is subject to change based on final delivery date of the broadband licenses for the associated milestone, which may include penalties associated with delayed deliveries.

** Revenue recognition occurs upon delivery of broadband licenses for the associated milestone which may differ from the estimates noted above.

be recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband leases are delivered by respective county, over the contractual term of approximately 20 years.

TECO Agreement

In November 2023, we entered into an agreement with TECO to provide TECO the use of our 900 MHz Broadband Spectrum for a term of 20 years throughout TECO’s service territory in West Central Florida (the “TECO Agreement”).

The TECO Agreement also provides TECO an option to extend the agreement for two 10-year terms for additional payments.

The TECO Agreement, which covers an approximately 2,000-square-mile service territory in West Central Florida, is expected to enable TECO to deploy a PLTE network.

The scheduled prepayments for the 20-year initial term of the TECO Agreement total $34.5 million, of which $6.9 million was received in December 2023.

The remaining prepayments for the 20-year initial term are due by fiscal year 2026, per the terms of the TECO Agreement and as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.

The TECO Agreement is subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if we fail to perform our contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the TECO Agreement.

We are working with incumbents to clear the 900 MHz Broadband Spectrum allocation in TECO service territories.

In accordance with ASC 606 Revenue from Contracts with Customers, the payments of prepaid fees under the TECO Agreement will be accounted for as deferred revenue on our Consolidated Balance Sheets.

Contractual Delivery Milestones

The following table represents the contractual delivery milestones under our customer lease agreements and the allocated value ascribed for each term of the milestone.

Start of revenue recognition (2)

Total allocated value (in millions) (1)

Q3 FY22 $ 0.3 30 years

Q3 FY22 1.7 3 years

Q2 FY23 0.9 1 year

Q2 FY24 29.3 19 years

Q2 FY24 36.5 20 years

Q4 FY24 16.7 20 years

Q1 FY25 10.9 20 years

Q1 FY25 21.0 30 years

Q3 FY25 0.5 0.5 years

Q1 FY26 34.0 19.5 years

Q1 FY26 0.9 30 years

Q2 FY26 8.9 20 years

Q1 FY27 6.5 30 years

Q1 FY29 17.3 30 years

Q2 FY29 7.0 20 years

(1) Total allocated value is subject to change based on final delivery date of the broadband leases for the associated milestone, which may include penalties associated with delayed deliveries.

(2) Revenue recognition begins upon delivery of broadband leases for the associated milestone, which may differ from the estimates noted above.

Term is calculated based on the expected delivery date, which correlates to the period of time the revenue is expected to be recognized for the associated milestone.

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As part of the SDG&E Agreement, SDG&E and Anterix are collaborating to accelerate the utility industry momentum for private networks.

The SDG&E Agreement includes the assignment of 6 MHz of 900 MHz Broadband Spectrum, 936.5 – 939.5 MHz paired with 897.5 – 900.5 MHz, within SDG&E’s service territory following the FCC’s issuance of the broadband licenses to us.

We commenced delivery to SDG&E of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses by county in the fiscal year ended 2023 (“Fiscal 2023”) and delivery is scheduled for completion before the end of fiscal year 2024.

The total payment of $50.0 million is comprised of an initial payment of $20.0 million, received in February 2021 and the remaining $30.0 million payment, which is due through fiscal year 2024 as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E.

In September 2022, we delivered to SDG&E 1.4 x 1.4 cleared 900 MHz Broadband Spectrum and the associated broadband license related to Imperial County and received a milestone payment of $0.2 million.

SDG&E Agreement includes the assignment of 6 MHz of 900 MHz Broadband Spectrum, 936.5 – 939.5 MHz paired with 897.5 – 900.5 MHz, within SDG&E’s service territory following the FCC’s issuance of the broadband licenses to us.

The total payment of $50.0 million is comprised of an initial payment of $20.0 million, received in February 2021 and the remaining payments which are due as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E.

The SDG&E Agreement is subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if Anterix fails to perform its contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the SDG&E Agreement.

A gain or loss on the sale of spectrum will be recognized for each county once we deliver the cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E in full.

In September 2022, we transferred to SDG&E 1.4 x 1.4 MHz cleared 900 MHz Broadband Spectrum and the associated broadband license related to Imperial County and received a milestone payment of $0.2 million.

In September 2023, we transferred to SDG&E the San Diego County broadband license and received a milestone payment net of delivery delay adjustments of $25.2 million.

In December 2023, we transferred to SDG&E the remainder of the cleared 900 MHz Broadband Spectrum and the associated broadband license related to Imperial County and received a milestone payment of $0.2 million.

This resulted in the recognition of a gain on the sale of spectrum and derecognition of the contingent liability associated with San Diego County and Imperial County.

LCRA Agreement

In April 2023, we entered into an agreement with Lower Colorado River Authority (“LCRA”) to sell 900 MHz Broadband Spectrum covering 68 counties and more than 30 cities in LCRA’s wholesale electric, transmission, and water service area (the “LCRA Agreement”) for total payments of $30.0 million plus the contribution of select LCRA 900 MHz narrowband spectrum.

In April 2023, we entered into an agreement with LCRA to sell 900 MHz Broadband Spectrum covering 68 counties and more than 30 cities in LCRA’s wholesale electric, transmission, and water service area (the “LCRA Agreement”) for total payments of $30.0 million plus the contribution of select LCRA 900 MHz narrowband spectrum.

The LCRA Agreement will support LCRA’s deployment of a PLTE network which will provide a host of capabilities including grid awareness, communications and operational intelligence that will enhance resilience and spur innovation at LCRA.

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The payment of $30.0 million is due through fiscal year 2026 as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to LCRA.

During the year ended March 31, 2024, we received an initial $15.0 million payment, of which $7.5 million was deposited in an escrow account.

The LCRA Agreement is subject to customary provisions regarding remedies for non-delivery, including refund of amounts paid and termination rights if Anterix fails to perform its contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the LCRA Agreement.

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The lease agreement provides us with flexibility regarding the future use and management of our spectrum, including relocation and repurposing policies designed to facilitate any necessary realignment of frequencies that may be associated with our efforts to clear spectrum for broadband uses.

Our competitors include retail wireless network providers, such as Verizon, AT&T, T-Mobile, Dish and UScellular, private radio operators and other public and private companies who own spectrum, supply communication networks, technologies, products and solutions to our targeted utility and critical infrastructure enterprises.

Our competitors include retail wireless network providers, such as Verizon, AT&T, T-Mobile, and EchoStar, private radio operators and other public and private companies who supply spectrum or other communication networks, technologies, products and solutions to our targeted utility and critical infrastructure enterprises.

Many of these competitors have a long track record of providing technologies, products and solutions to our targeted customers and have greater political and regulatory influence than we do.

In addition, many of our competitors have more resources, substantially greater product development and marketing budgets, greater name and brand recognition, a significantly greater base of customers in which to spread their operating costs and more financial and personnel resources than we do.

operating costs and more financial and personnel resources than we do.

All of these factors could prevent, delay or increase the costs of commercializing the broadband licenses we secure to our targeted customers.

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For example, the federal government created and funded the First Responder Network Authority (“FRNA”), which the federal government authorized to help accomplish, fund, and oversee the deployment of a dedicated Nationwide Public Safety Broadband Network (“NPSBN”), which is marketed as “FirstNet.” The NPSBN is an additional source of competition to utilizing our 900 MHz spectrum assets by our targeted utility and critical infrastructure enterprises.

Our Historical FCC Initiatives

Our FCC Initiatives

FCC 5 x 5 proceeding

Joint Petition

While our current licensed spectrum can support narrowband and wideband wireless services, the most significant business opportunities we identified require contiguous spectrum that allows for greater bandwidth than allowed by the original configuration of the 900 MHz band.

In November 2014, in conjunction with the Enterprise Wireless Alliance (“EWA”), we submitted a Joint Petition for Rulemaking (the “Joint Petition”) to the FCC proposing a realignment of a portion of the 900 MHz band to create a 6 MHz broadband segment, while retaining 4 MHz for continued narrowband operations.

In May 2015, we and the EWA filed proposed rules with the FCC related to our Joint Petition recommending procedural and technical operating parameters and processes related to the administration and technical sequencing of the proposed realignment of the 900 MHz band.

Our proposed rules included the requirement for the broadband operator to provide comparable facilities to incumbent licensees, to pay the costs of their realignment and to utilize available filtering technologies to protect incumbents adjacent to the proposed broadband portion of the 900 MHz band.

Notice of Inquiry

In August 2017, the FCC issued a Notice of Inquiry (“NOI”) announcing that it had commenced a proceeding to examine whether it would be in the public interest to change the existing rules governing the 900 MHz band to increase access to spectrum, improve spectrum efficiency and expand flexibility for a variety of potential uses and applications, including broadband and other advanced technologies and services.

We and EWA filed a joint response to the FCC’s NOI in October 2017 and submitted reply comments in November 2017.

Notice of Proposed Rulemaking

On March 14, 2019, the FCC unanimously adopted a Notice of Proposed Rulemaking (“NPRM”) endorsing our objective of creating a broadband opportunity in the 900 MHz band for critical infrastructure and other enterprise users.

In the NPRM, the FCC set to determine (i) what mechanism and requirements should be imposed before a broadband applicant can acquire the FCC’s inventory of spectrum, including how to mitigate a windfall that might be attributed to the broadband applicant by the FCC’s action;

(ii) what mechanism should be used to enable the broadband applicant to clear sufficient spectrum to qualify for a broadband license, including how to prevent potential holdouts;

(iii) what size systems being operated by incumbents should be deemed to be “Complex Systems” and exempt from any Mandatory Retuning requirements;

and (v) what approaches, including potential overlay auctions, should be used in counties where the broadband segment cannot be cleared of incumbents.

We filed our comments to the NPRM in June 2019 and submitted reply comments in July 2019.

On February 28, 2024, the Company, along with several interested parties, including major utilities, and trade associations, filed a Petition for Rulemaking (the “Petition”) with the FCC.

The Petition seeks the FCC’s adoption of its previously considered expansion of the current paired 3 x 3 MHz broadband segment to a paired 5 x 5 MHz broadband segment at the 900 MHz band.

The 900 MHz Report and Order

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The Report and Order exempts Complex Systems from the Mandatory Retuning process, even when a broadband applicant meets the 90% Broadband Segment Test, because retuning these systems would potentially be disruptive to the operators.

MAP 1 below illustrates the nine current Complex Systems.

MAP 1 below illustrates the remaining eight current Complex Systems.

The Association of American Railroads

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We cancelled these licenses in June 2020.

The Report and Order provides that the FCC will make the channels associated with these licenses available to the AAR to enable the AAR to relocate their current operations within five years.

The Report and Order provided the FCC to modify their license to provide the additional channels to AAR to enable the railroads to relocate their current operations.

This modification to remove broadband segment channels is to be completed in 2025.

The Report and Order also provides that the FCC will credit us for our cancelled licenses for purposes of determining our eligibility to secure broadband licenses and the calculation of any Anti-Windfall Payments.

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The broadband licensing process includes filing an application with the FCC used for new wireless licenses, completing an Eligibility Certification and developing a Transition Plan describing the agreements the prospective broadband applicant has entered into with Covered Incumbents.

We intend to pursue and file

applications based on the timing of customer opportunities, strategic initiatives and our spectrum clearing results and shortly thereafter surrender our underlying licenses.

We intend to pursue and file applications based on the timing of customer opportunities, strategic initiatives and our spectrum clearing results and shortly thereafter surrender our underlying licenses.

The Anti-Windfall Payment to the U.S.

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The FCC has licensed less than the maximum number of 399 channels in all but the most populous counties.

Because the 50% Licensed Spectrum Test is based on licensed channels, any channels that are not licensed by the FCC are not included in the denominator when determining whether the broadband applicant has satisfied this test.

Because the 50% Licensed Spectrum Test is based on licensed channels, any channels that are not licensed by the FCC are not included in the denominator when determining whether the

broadband applicant has satisfied this test.

As of the date of this filing, we alone satisfy the 50% Licensed Spectrum Test in approximately 3,200 counties of the 3,233 counties in the United States and its territories.

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Only after the 50% Licensed Spectrum Test and the 90% Broadband Segment Test are both satisfied will the FCC issue to the broadband applicant a broadband license and commence the “Mandatory Retuning” period.

During this Mandatory Retuning period, any Covered Incumbents that remain in the broadband segment (other than Complex Systems) are required to negotiate in good faith with the broadband applicant to sell their channels or otherwise clear the broadband segment, subject to intervention by the FCC if the parties cannot reach an agreement.

During this Mandatory Retuning period, any Covered Incumbents that remain in the broadband segment (other than Complex Systems) are required to negotiate in good faith with the broadband applicant to sell their channels or otherwise clear the 900 MHz Broadband Segment, subject to intervention by the FCC if the parties cannot reach an agreement.

MAP 3 below illustrates our licensed holdings and licensed holdings we have under contract by county in the 6 MHz broadband segment created by the Report and Order.

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We may selectively acquire channels outside the 900 MHz Broadband Segment and use them to swap for channels within the broadband segment.

For purposes of our broadband

license eligibility, any potential acquisitions we negotiate in the 900 MHz band may be included as part of our broadband application, but the acquisition does not need to be consummated at the time we submit our broadband license application.

For purposes of our broadband license eligibility, any potential acquisitions we negotiate in the 900 MHz band may be included as part of our broadband application, but the acquisition does not need to be consummated at the time we submit our broadband license application.

Spectrum Retuning.

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rules governing spam, telemarketing and truth-in-billing and rules requiring us to offer equipment and services that are accessible to and usable by persons with disabilities, among others.

There are also pending proceedings that may affect spectrum aggregation limits and/or adjustment of the FCC’s case-by-case spectrum screens;

There are also pending proceedings that may affect

spectrum aggregation limits and/or adjustment of the FCC’s case-by-case spectrum screens;

regulation surrounding the deployment of advanced wireless broadband infrastructure;

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Human Capital Management

We believe we have an experienced, talented, motivated and dedicated team.

We are committed to supporting the development of all our employees and to continuing to build on our strong culture.

As of March 31, 2023, we had 82 full-time employees.

We engage consultants and contract workers on an as-needed basis.

We believe the relations with our employees and consultants are good.

The real foundation for our success goes far beyond our spectrum assets, technology and broadband resources.

At Anterix, we believe our people are the real basis for our success;

they are the game-changers.

As architects of a new vision that sees digital transformation paving the way for critical infrastructure modernization, we know that our thought leaders will innovate and drive change—real change.

We are doers and thinkers, and going forward, a voice to be reckoned with.

We will combine our deep industry expertise and operational know-how to deliver solutions that will redefine what is possible for the industries and utilities we serve.

We deliver at the highest level and build on the pioneering legacy and success that our team brought to workforce communications.

Company Culture

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With these values as the backbone of our corporate culture, we work tirelessly to act as responsible stewards – to our employees, communities and other stakeholders who rely on us.

In addition, we are committed to governing and operating our business with the highest levels of integrity and ethics.

We are focused on regular evaluation of our culture.

In 2021, we invited all employees to participate in an initial Employee Engagement by completing an anonymous survey.

Eighty percent of our employees participated in the cultural survey providing a good basis to gauge employee sentiment.

Our management team reviewed the feedback and shared the

survey results with employees at a quarterly Town Hall meeting.

The survey showed that we have a highly engaged workforce that overwhelmingly views our work environment favorably.

Where our employees identified areas for improvement, we worked with various functional areas to create and implement action plans to address any issues.

Our second Employee Engagement survey is set to launch in Fall 2023.

To ensure we provide a rich experience for our employees, we are focused on regular evaluation of our culture.

We engage independent third parties to conduct cultural and employee engagement surveys.

These include corporate culture

assessments, as well as real-time feedback on employee engagement and a holistic approach survey on employee well-being focused on physical, emotional, social and financial health.

Where our employees identified areas for improvement, we work with various functional areas to create and implement action plans to address any issues.

Our next all-employee engagement survey is set to launch in Fall 2024.

Diversity, Equity and Inclusion

We are committed to hiring inclusively, providing training and development opportunities, fostering an inclusive culture, ensuring equitable pay for employees, and focusing on attracting and retaining diverse representation at every level within the Company.

Anterix GROW was launched in February 2023.

In 2023, we launched Anterix GROW.

The focus of Grow is to embed inclusion into everyday life, personally and professionally.

We are committed to fostering a culture of inclusivity by providing more actionable opportunities, and resources including days of service, employee resource groups, more lunch and learns and new inclusion tools.

Partnerships with organizations like INROADS and Talent Hue provide further avenues for recruiting diverse talent.

As of March 31, 2023, 33% of our Board members and 28% of our workforce identify as diverse.

In Fiscal 2023, 31% of our new hires were females and our overall workforce is 35% female.

We are committed to fostering a culture of inclusivity by providing actionable opportunities and resources, including days of service, lunch and learns, and inclusion tools.

We are committed to hiring inclusively, providing training and development opportunities, fostering an inclusive culture, ensuring equitable pay, and focusing on attracting and retaining diverse representation at every level within the Company.

We embrace this commitment to diversity at all levels of the organization where, as of March 31, 2024, our workforce was 29% racially or ethnically diverse and made up of 35% women and our Board of Directors (“Board”) was 22% racially or ethnically diverse.

Employee Growth and Development

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This starts with the opportunity for continuous learning and the opportunity to do challenging, transformative work that helps our team build skills at all levels, including leadership opportunities, coaching, and mentoring.

In addition to mandatory training on compliance matters and policies, we provide and encourage employees to partake in optional career development, health and wellness, and employee engagement activities and training.

In addition to mandatory training on ethics and compliance matters, we provide and encourage employees to partake in optional career development, employee engagement activities and training.

We conduct surveys that gauge employee sentiment in areas like career development, manager performance and inclusivity, and we are committed to taking steps to address areas needing improvement.

Employee Health and Safety

We strive to provide a safe workplace environment and have implemented policies to support the health and safety of our employees, including a work-from-home policy.

Following a shift to work from home in response to the global COVID-19 pandemic crisis, we have moved to a hybrid model requiring employees to work from the office three days a week, three weeks a month.

We believe this approach balances the benefits of team development of office-based work with the personal and environmental benefits of working from home.

Employees needing in-person access to laboratories or other resources onsite are not eligible for hybrid work.

We believe that we have learned to operate successfully in this unique environment, and we remain committed to supporting our team’s new, more carbon-friendly, hybrid work program.

Employee Wellbeing

We strive to provide a balanced workplace environment and have implemented policies to support the health and wellbeing of our employees, including a remote work policy.

We have moved to a hybrid model where employees work from the office three days a week, three weeks a month.

We believe this approach balances the benefits of team development of office-based work with the personal and environmental benefits of working remotely.

Employees needing in-person access to network laboratories or onsite resources are not eligible for hybrid work.

We believe that we have learned to operate successfully in this hybrid model, and we remain committed to supporting our team’s carbon-friendly, hybrid work model.

At Anterix, we care about our employees’ wellbeing.

Anterix partners with ADP Lifecare and conducts an annual mental health workshop.

In addition, Anterix sponsors various wellness events, such as, our semiannual employee run walk event.

As of March 31, 2024, we had 86 full-time employees.

Our Corporate Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business