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Item 7. Management’s Discussion and Analysis

2024-06-26 compared with 2023-06-14 · 144 added, 181 removed, 92 unchanged (78% of the section changed)

11 unchanged sentences

Our actual results may differ from these estimates under different assumptions or conditions.

We are 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.

Refer to our Business Section of this Annual Report for a more complete description of the nature of our business, including details regarding the process and costs to secure our broadband licenses.

Business Developments

On October 28, 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 also provides Xcel Energy an option to extend the agreement for two 10-year terms for additional payments.

The Xcel Energy Agreement allows Xcel Energy to deploy a PLTE network to support its grid modernization initiatives for the benefit of its approximately 3.7 million electricity customers and 2.1 million natural gas customers.

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 September 2021, we entered into a long-term lease agreement of 900 MHz Broadband Spectrum with Evergy.

The Evergy service territories covered by the Evergy Agreement are in Kansas and Missouri with a population of approximately 3.9 million people.

The Evergy Agreement is for an initial term of 20 years with two 10-year renewal options for additional payments.

We received full prepayment of $30.2 million for the initial 20-year term in October 2021.

During the year ended March 31, 2023, we delivered to Evergy the 1.4 x 1.4 cleared 900 MHz Broadband Spectrum and the associated broadband licenses for 81 counties.

Oncor Agreement

On June 26, 2024, we entered into a license purchase agreement with Oncor Electric Delivery Company LLC (“Oncor”) for total estimated consideration of $102.5 million under which Oncor will purchase 900 MHz spectrum licenses covering 95 counties to deploy a private wireless broadband network in its transmission and distribution service area (the “Oncor Agreement”).

The timing and rights to milestone payments could vary as 900 MHz broadband licenses are granted by the FCC, broadband licenses are assigned to Oncor and incumbents are cleared by us.

Oncor operates more than 143,000 circuit miles of transmission and distribution lines in Texas, delivering electricity to more than four million homes and businesses across a service territory that has an estimated population of approximately 13 million people.

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.

See Note 3 Revenue in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion on the TECO Agreement.

LCRA Agreement

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.

Total consideration of $30.0 million is to be paid through fiscal year 2026 pursuant to the terms of the LCRA Agreement.

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 (refer to Note 4 Escrow Deposits in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion).

See Note 13 Contingencies and Guaranty in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion on the LCRA Agreement.

Xcel Energy Agreement

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 for a total of $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 the 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 revenue recognized for the year ended March 31, 2024 was approximately $1.9 million.

In February 2021, we entered into an agreement with SDG&E, to provide 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County for a total payment of $50.0 million.

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 associated broadband licenses to SDG&E and the relevant cleared 900 MHz Broadband Spectrum.

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.

In May 2022, we issued Motorola 500,000 shares of our common stock.

Motorola received the Shares by electing to convert 500,000 Class B Units it held in our subsidiary, PDV Spectrum Holding Company, LLC.

Motorola acquired the Units in September 2014 in connection with the 2014 Motorola Spectrum Agreement, Motorola leased a portion of our narrowband spectrum, which was held by the Subsidiary, in consideration for an upfront, fully-paid leasing fee of $7.5 million and a $10.0 million investment in the Units.

Motorola had the right at any time to convert its Units into the Shares, representing a conversion price of $20.00 per share.

In June 2022, we filed a Registration Statement on Form S-3 to register the 500,000 shares of our common stock held by Motorola for resale or other disposition by Motorola.

The Resale Registration Statement was declared effective by the SEC on July 15, 2022.

Recent Developments

On April 20, 2023, we entered into a license purchase agreement with LCRA under which LCRA will purchase 900 MHz Broadband Spectrum covering 68 counties and more than 30 cities in LCRA’s wholesale electric, transmission, and water service area for total payments of $30.0 million plus the contribution of select LCRA 900 MHz narrowband spectrum.

The 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.

SDG&E Agreement

In February 2021, we entered into an agreement with SDG&E, to sell 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County the SDG&E Agreement for a total payment of $50.0 million.

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.

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.

Refer to Note 6 Intangible Assets in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion on the sale of intangible assets.

2023 Stock Plan

On August 8, 2023, we adopted a new equity-based compensation plan known as the Anterix Inc.

2023 Stock Plan (the “2023 Stock Plan”).

The 2023 Stock Plan permits us to grant equity compensation awards to employees, consultants and non-employee directors of the Company.

Refer to Note 11 Stock Compensation in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion.

2023 Share Repurchase Program

On September 21, 2023, our Board authorized a new share repurchase program (the “2023 Share Repurchase Program”) pursuant to which we may repurchase up to $250.0 million of our common stock on or before September 21, 2026.

Refer to Note 11 Stock Compensation in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion.

Results of Operations

Comparison of the years ended March 31, 2023, 2022 and 2021

The following table sets forth our results of operations for the fiscal years ended March 31, 2023 (“Fiscal 2023”), March 31, 2022 (“Fiscal 2022”) and March 31, 2021 (“Fiscal 2021”).

The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

Operating revenues

For the years ended March 31, Aggregate Change Aggregate Change

(in thousands) 2023 2022 2021 2023 from 2022 2022 from 2021

Service revenue $ — $ — $ 192 $ — 0 % $ (192) -100 %

Spectrum lease revenue 1,919 1,084 729 835 77 % 355 49 %

Total operating revenues $ 1,919 $ 1,084 $ 921 $ 835 77 % $ 163 18 %

Overall operating revenues increased by $0.8 million, or 77%, to $1.9 million in Fiscal 2023 from $1.1 million in Fiscal 2022.

The increase in our spectrum lease revenue was attributable to revenue recognized in connection with our agreements with Ameren and Evergy of approximately $0.3 million and $0.6 million, respectively, for the current year.

Overall operating revenues increased by $0.2 million, or 18%, to $1.1 million in Fiscal 2022 from $0.9 million in Fiscal 2021.

The increase in our spectrum lease revenue was attributable to revenue recognized in connection with the Ameren Agreements of approximately $0.4 million.

For a discussion of our revenue recognition policy, refer to Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report.

A discussion and analysis of the primary factors contributing to our results of operations are presented below.

The following tables summarize our results of operations and financial data for the years ended March 31, 2024 (“Fiscal 2024”) and March 31, 2023 (“Fiscal 2023”).

The following data should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in “Item 8.

Financial Statements and Supplementary Data” of this Form 10-K.

Spectrum revenue $ 4,191 $ 1,919

Operating expenses

For the years ended March 31, Aggregate Change Aggregate Change

(in thousands) 2023 2022 2021 2023 from 2022 2022 from 2021

Direct cost of revenue (exclusive of depreciation and amortization) $ — $ 5 $ 1,606 $ (5) -100 % $ (1,601) -100 %

General and administrative 44,423 45,177

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Depreciation and amortization 844 1,420

Impairment of long-lived assets — — 85 — 0 % (85) -100 %

Operating expenses 56,657 56,769

Direct cost of revenue

Direct cost of revenue decreased from $5,000 for Fiscal 2022 to zero for Fiscal 2023.

Direct cost of revenue decreased by $1.6 million to $5,000 for Fiscal 2022, or 100%, from $1.6 million for Fiscal 2021.

The decrease is due to lower support costs related to the transfer of pdvConnect customers to the Team Connect LLC as part of our December 2018 restructuring efforts as discussed in Note 3 Revenue in the Notes to the Consolidated Financial Statements contained within this Annual Report.

General and administrative expenses

General and administrative expenses increased by $5.7 million to $45.2 million for Fiscal 2023, or 14%, from $39.5 million for Fiscal 2022.

The increase primarily resulted from $4.3 million higher stock compensation expense due to additional grants awarded during Fiscal 2023, $1.0 million higher headcount and related costs, $0.4 million higher travel and meeting costs, $0.3 million higher regulatory fees, and $0.1 million higher IT related costs, partially offset by $0.3 million lower site related costs and $0.1 million lower professional services.

General and administrative expenses increased by $0.2 million to $39.5 million for Fiscal 2022, or 1%, from $39.3 million for Fiscal 2021.

The increase primarily resulted from $1.5 million higher headcount and employee related costs, $0.8 million higher professional service fees due to our strategic spectrum initiatives, $0.7 million higher site rent related costs and $0.3 million recruiting costs partially offset by $2.7 million lower stock compensation expense and $0.4 million lower management fees.

Sales and support expenses

Sales and support expenses increased by $1.3 million, or 29%, to $5.7 million for Fiscal 2023 from $4.5 million for Fiscal 2022.

The increase primarily resulted from $0.8 million higher headcount and employee related costs, $0.3 million higher marketing costs related to advertising, sponsorships and trade shows and $0.2 million higher travel and meeting costs.

Sales and support expenses increased by $1.5 million, or 52%, to $4.5 million for Fiscal 2022 from $2.9 million for Fiscal 2021.

The increase primarily resulted from $0.6 million higher headcount and employee related costs, $0.5 million higher marketing costs related to advertising, sponsorships and trade shows, $0.1 million higher contract consulting costs and $0.3 million higher stock compensation expense.

Product development expenses

Product development expenses increased by $0.8 million, or 24%, to $4.4 million for Fiscal 2023 from $3.6 million for Fiscal 2022.

The increase primarily resulted from $0.6 million higher non-recurring engineering costs, $0.5 million higher contract consulting costs and $0.1 million higher costs related to professional services, partially offset by $0.4 million lower headcount and related cost.

Product development expenses decreased by $0.8 million, or 17%, to $3.6 million for Fiscal 2022 from $4.3 million for Fiscal 2021.

The decrease primarily resulted from $0.4 million lower consulting fees and $0.4 million lower technology related costs.

Depreciation and amortization

Depreciation and amortization in Fiscal 2023 remained relatively flat as compared to Fiscal 2022.

Depreciation and amortization expenses decreased by $2.1 million, or 59%, to $1.5 million for Fiscal 2022 from $3.5 million for Fiscal 2021.

The decrease was due to the change in the useful life for our market network sites during Fiscal 2021 that resulted in higher depreciation expense.

Market network site assets for our historical business were fully depreciated by December 31, 2020.

Impairment of long-lived assets

There were no impairment of long-lived assets expenses for Fiscal 2023 and Fiscal 2022.

Impairment of long-lived assets expenses were $0.1 million for Fiscal 2021 .

(Gain)/loss from disposal of intangible assets, net

For the years ended March 31, Aggregate Change Aggregate Change

(in thousands) 2023 2022 2021 2023 from 2022 2022 from 2021

(Gain)/loss from disposal of intangible assets, net $ (38,399) $ (11,209) $ 3,849 $ (27,190) 243 % $ (15,058) -391 %

During Fiscal 2023, we exchanged our narrowband licenses for broadband licenses in 84 counties.

In connection with the exchange, we recorded an estimated accounting cost basis of $46.2 million for the new broadband licenses and disposed of $7.8 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 84 counties.

As a result, we recorded a $38.4 million gain from disposal of the intangible assets on our Consolidated Statements of Operations.

Refer to Note 5 Intangible Assets in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion on the exchanges.

During Fiscal 2022, we exchanged our narrowband licenses for broadband licenses in 21 counties.

In connection with the exchange, we recorded an estimated accounting cost basis of $15.3 million for the new broadband licenses and disposed of $4.1 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 21 counties.

As a result, we recorded a $11.2 million gain from disposal of the intangible assets on our Consolidated Statements of Operations.

Refer to Note 5 Intangible Assets in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion on the exchanges.

In June 2020, we cancelled licenses in the 900 MHz band in accordance with the Report and Order and our agreement with the AAR.

Because we did not receive any licenses nor monetary reimbursement in exchange for the cancellation, but only credit for purposes of determining our future eligibility and payment requirements for broadband licenses under the Report and Order, we recorded a $5.0 million loss from disposal of the intangible assets on our Consolidated Statements of Operations for Fiscal 2021.

In September 2020, we closed an agreement with a third party for the exchange of 900 MHz licenses.

Under the agreement, we received spectrum licenses at their estimated fair value of approximately $0.2 million and a payment of $1.2 million in cash.

Under the agreement, we transferred spectrum licenses with a book value of approximately $0.3 million to the third party.

We recognized a $1.1 million gain from disposal of intangible assets on our Consolidated Statements of Operations when the deal closed in September 2020.

Loss from disposal of long-lived assets, net

For the years ended March 31, Aggregate Change Aggregate Change

(in thousands) 2023 2022 2021 2023 from 2022 2022 from 2021

Gain from disposal of intangible assets, net (35,024) (38,399)

Gain on sale of intangible assets, net (7,364) —

Loss from disposal of long-lived assets, net 44 10

Loss on disposal of long-lived assets, net decreased by $0.1 million, or -91%, to $10 thousand in Fiscal 2023, as compared to $0.1 million Fiscal 2022.

The decrease was primarily due to the company disposing less assets in the current year than in the prior year.

Loss on disposal of long-lived assets, net in Fiscal 2022 remained relatively flat as compared to Fiscal 2021.

Interest income

For the years ended March 31, Aggregate Change Aggregate Change

(in thousands) 2023 2022 2021 2023 from 2022 2022 from 2021

Loss from operations (10,122) (16,461)

Interest income 2,374 1,140

Interest income increased by $1.1 million, or 1936%, to $1.1 million for Fiscal 2023 as compared to $56,000 from Fiscal 2022.

The increase was primarily attributable to higher interest rates.

Interest income decreased by $68,000, or 55%, to $56,000 for Fiscal 2022 as compared to $0.1 million from Fiscal 2021 due to lower interest rates.

For the years ended March 31, Aggregate Change Aggregate Change

(in thousands) 2023 2022 2021 2023 from 2022 2022 from 2021

Other income 233 266

Other income in Fiscal 2023 remained relatively flat as compared to Fiscal 2022.

Other income decreased by $0.2 million, or 38%, to $0.3 million for Fiscal 2022 from $0.4 million for Fiscal 2021 due to lower payments received from our historical business.

Loss on equity method investment

For the years ended March 31, Aggregate Change Aggregate Change

(in thousands) 2023 2022 2021 2023 from 2022 2022 from 2021

Loss on equity method investment $ — $ — $ (39) $ — 0 % $ 39 -100 %

We reported loss on investment for Fiscal 2021 amounting to $39,000, relating to the 19.5% ownership interest in the LLC.

(See Note 7 Related Party Transactions in the Notes to the Consolidated Financial Statements contained within this Annual Report).

Income tax expense

For the years ended March 31, Aggregate Change Aggregate Change

(in thousands) 2023 2022 2021 2023 from 2022 2022 from 2021

Loss before income taxes (7,515) (15,055)

Income tax expense 1,613 1,262

For Fiscal 2023, Fiscal 2022 and Fiscal 2021, we recorded a total deferred tax expense of $1.3 million, $1.0 million and $0.1 million, respectively, due to the inability to use some portion of our federal and state NOL carryforwards against the deferred tax liability created by amortization of indefinite-lived intangibles.

Net loss $ (9,128) $ (16,317)

Our net loss for Fiscal 2024 decreased by approximately $7.2 million, or -44%, to $9.1 million from $16.3 million in Fiscal 2023.

The decrease in net loss was primarily due to the following:

• Operating revenues increased by $2.3 million, or 118%, to $4.2 million in Fiscal 2024 from $1.9 million in Fiscal 2023.

The increase in our spectrum lease revenue was attributable to revenue recognized in connection with our agreements with Evergy and Xcel Energy of approximately $0.4 million and $1.9 million, respectively, for the current year.

• Product development expenses increased by $1.3 million, or 28%, to $5.7 million for Fiscal 2024 from $4.4 million for Fiscal 2023.

The increase primarily resulted from $1.0 million higher non-recurring engineering fees related to developing next generation chipsets for band 106 ecosystem, $0.6 million higher head count and related costs, $0.1 million higher professional services, partially offset by $0.2 million lower contract consulting costs and $0.2 million lower stock compensation expense due to fewer grants.

• Gain from disposal of intangible assets, net decreased by $3.4 million, or -9%, to $35.0 million for Fiscal 2024 from $38.4 million for Fiscal 2023.

During Fiscal 2024, we exchanged our narrowband licenses for broadband licenses in 28 counties.

In connection with the exchange, we recorded an estimated accounting cost basis of $43.7 million for the new broadband licenses and relinquished to the FCC narrowband licenses for those same 28 counties valued at $8.7 million.

As a result, we recorded a $35.0 million non-monetary gain from disposal of the intangible assets on our Consolidated Statements of Operations.

Refer to Note 6 Intangible Assets in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion on the exchanges.

• Gain on sale of intangible assets, net increased by $7.4 million, or 100%, to $7.4 million for Fiscal 2024 from zero for Fiscal 2023.

During Fiscal 2024, we transferred to SDG&E the Imperial County broadband license and the San Diego County broadband license and recorded a cumulative $7.4 million gain on sale of intangible assets on our Consolidated Statements of Operations.

As part of the SDG&E Agreement, SDG&E has an option to pursue additional spectrum with us.

In accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, we recorded a cumulative $4.9 million deferred gain on sale of intangible assets on our Consolidated Balance Sheets as of March 31, 2024, related to this option, which expires within 5 years of each delivery date.

Refer to Note 6

Intangible Assets in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion on the sale of intangible assets.

• Interest income increased by $1.2 million, or 108%, to $2.4 million for Fiscal 2024 as compared to $1.1 million from Fiscal 2023.

The increase was primarily attributable to higher interest rates and higher cash balance.

Liquidity and Capital Resources

Our principal source of liquidity is our cash and cash equivalents generated from customer contract proceeds.

On March 31, 2023, we had cash and cash equivalents of $43.2 million.

At March 31, 2024, we had cash and cash equivalents of $60.6 million.

We believe our cash and cash equivalents on hand, along with contracted proceeds from customers, will be sufficient to meet our financial obligations through at least 12 months from the date of this Annual Report.

As noted above, our future capital requirements will depend on a number of factors, including among others, the costs and timing of our spectrum retuning activities, spectrum acquisitions and the Anti-Windfall Payments to the U.S.

Treasury, our operating activities, any cash proceeds we generate through our commercialization activities and our ability to timely deliver broadband licenses to our customers in accordance with our contractual obligations.

As noted above, our future capital requirements will depend on a number of factors, including among others, future customer contracts, the costs and timing of our spectrum retuning activities, spectrum acquisitions and the Anti-Windfall Payments to the U.S.

Treasury, our operating activities, any cash proceeds we generate through our commercialization activities, our ability to timely deliver broadband licenses to our customers in accordance with our contractual obligations and our obligation to refund payments or pay penalties if we do not meet our commercial obligations.

We deploy this capital at our determined pace based on several key ongoing factors, including customer demand, market opportunity, and offsetting income from spectrum leases.

As we cannot predict the duration or scope of the current negative macroeconomic environment, including any adverse effects of the health pandemics, inflation, regulatory and policy changes, and geopolitical matters, or their respective impacts on our business or our targeted customers, we cannot reasonably estimate any respective potential negative financial impact to our results of operations, commercialization efforts and financial condition.

We cannot reasonably estimate any potential impact to our results of operations, commercialization efforts and financial condition arising from changes to our macroeconomic, legal or regulatory environment, including potential legislation affecting the energy or utility industry, the telecommunications environment, or supply chains.

We are actively managing our business to maintain our cash flow and believe that we currently have adequate liquidity.

2 unchanged sentences

See “Risk Factors” in Item 1A of Part I of this Annual Report for a reference to the risks and uncertainties that could cause our costs to be more than we currently anticipate and/or our revenue and operating results to be lower than we currently anticipate.

If required, we intend to raise additional capital through debt or equity financings or through some other financing arrangement.

If required, we intend to raise additional capital through debt or equity financing or through some other financing arrangement.

However, we cannot be sure that additional financing will be available if and when needed, or that, if available, we can obtain financing on terms favorable to our stockholders and to us.

Any failure to obtain financing when required will have a material adverse effect on our business, operating results, financial condition and liquidity.

In April 2020, we filed the Shelf Registration Statement on Form S-3 with the SEC that was declared effective by the SEC on April 20, 2020, which permitted us to offer up to $150.0 million of common stock, preferred stock, warrants or units in one or more offerings and in any combination, including in units from time to time.

Our Shelf Registration Statement expired on April 20, 2023.

Cash Flows from Operating, Investing and Financing Activities

1 unchanged sentence

(in thousands) 2024 2023

Net cash (used in) provided by operating activities $ (27,250) $ 17,913 $ (9,959)

Net cash used in investing activities $ (27,130) $ (27,411) $ (14,174)

Net cash (used in) provided by financing activities $ (8,062) $ (2,416) $ 4,218

Net cash (used in) provided by operating activities

Net cash used in operating activities was approximately $27.3 million in Fiscal 2023 an increase of $45.2 million from Fiscal 2022.

The net cash used in operating activities in Fiscal 2023 was due to the following:

• $16.3 million net loss, offset by the following non-cash activity:

◦ increase of $1.4 million for depreciation and amortization as a result of assets placed in service during the year;

◦ increase of $17.9 million in stock-based compensation expense due to additional grants awarded;

◦ decrease of $38.4 million related to the non-monetary gain on disposals of intangible assets in connection to our exchange of narrowband licenses for broadband licenses;

offset by the following:

Net cash provided by (used in) operating activities $ 41,993 $ (27,250)

Net cash provided by (used in) investing activities $ 8,089 $ (27,130)

Net cash used in financing activities $ (25,140) $ (8,062)

Net cash provided by (used in) operating activities

Our principal source of cash provided by operating activities is our customer contract proceeds in the form of advanced payments.

For spectrum lease agreements, we record these advanced payments as deferred revenue on our Consolidated Balance Sheets and recognize revenue over the term of the lease, which is typically 20 to 30 years.

For spectrum sale agreements, we record advanced payments as a contingent liability on our Consolidated Balance Sheets and derecognize this liability upon closing of the sale along with recording a gain or loss on sale.

In addition, our cash flows reflect a non-cash gain or loss on disposal of intangible assets for the difference in cost basis as we exchange narrowband licenses for broadband licenses.

We expect net cash provided by (used in) operating activities to be affected by the progress on our customer agreements as well as changes in other operating assets and liabilities.

The following represents our changes in net cash provided by (used in) operating activities for Fiscal 2024 and Fiscal 2023.

Net cash provided by operating activities was approximately $42.0 million in Fiscal 2024.

The net cash provided by operating activities in Fiscal 2024 was primarily due to the following:

• $61.5 million increase in deferred revenue due to $66.0 million cash proceeds from our 900 MHz Broadband Spectrum customer prepayments offset by $4.2 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum;

• $15.0 million increase in contingent liability related to the LCRA Agreement;

• $9.1 million decrease related to our operating loss, which includes $23.6 million of non-cash items.

Refer to the Results of Operations.

Net cash used in operating activities was approximately $27.3 million in Fiscal 2023.

The net cash used in operating activities in Fiscal 2022 due to the following:

• $37.5 million net loss, offset by the following non-cash activity:

◦ increase of $1.5 million for depreciation and amortization as a result of assets placed in service during the year;

◦ increase of $13.6 million in stock-based compensation expense due to additional grants awarded;

◦ decrease of $11.2 million related to the non-monetary gain on disposals of intangible assets in connection to our exchange of narrowband licenses for broadband licenses;

offset by the following:

The net cash used in operating activities in Fiscal 2023 was primarily due to the following:

• $6.1 million increase in deferred revenue due to $8.0 million cash proceeds from our 900 MHz Broadband Spectrum customer prepayments offset by $1.9 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum.

Net cash used in operating activities was approximately $10.0 million in Fiscal 2021.

The net cash used in operating activities in Fiscal 2021 due to the following:

• $54.4 million net loss, offset by the following non-cash activity:

◦ increase of $3.5 million depreciation and amortization as a result of assets placed in service during the year;

◦ increase of $15.9 million in stock-based compensation expense due to additional grants awarded;

◦ increase of $3.8 million related to the non-monetary gain on disposals of intangible assets in connection to our exchange of narrowband licenses for broadband licenses;

offset by the following:

• $20.0 million increase in contingent liability relating to the upfront payment we received from SDG&E.

Net cash used in investing activities

Net cash used in investing activities was approximately $27.1 million, $27.4 million and $14.2 million in Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.

For Fiscal 2023, the net cash used in investing activities resulted from $25.0 million in wireless license acquisitions including refundable deposits and $2.1 million for purchases of equipment.

For Fiscal 2022, the net cash used for investing activities resulted from $26.4 million in wireless license acquisitions including refundable deposits and $1.1 million for purchases of equipment.

For Fiscal 2021, the net cash used for investing activities resulted from $13.9 million in wireless license acquisitions including refundable deposits and $0.2 million for purchases of equipment.

Net cash (used in) provided by financing activities

• $0.2 million increase in contingent liability related to the SDG&E Agreement;

• $16.3 million decrease related to our operating loss, which includes $17.2 million of non-cash items.

Refer to the Results of Operations.

Net cash provided by (used in) investing activities

Our principal outflow of cash used in investing activities is our purchases of intangible assets, including refundable deposits, retuning costs and swaps, which represent our spectrum clearing efforts as we work toward the conversion from narrowband to broadband spectrum.

The purchases of intangible assets may be offset by current period cash proceeds from the sale of intangible assets, with a potential non-cash derecognition of the contingent liability for any proceeds received and recognized in operating activities in a prior period.

We expect net cash provided by (used in) investing activities to be affected by the timing of our spectrum clearing efforts and the closing of our sale transactions and the related transfer of broadband licenses.

The following represents our changes in net cash provided by (used in) investing activities for Fiscal 2024 and Fiscal 2023.

Net cash provided by (used in) investing activities was approximately $8.1 million and $27.1 million in Fiscal 2024 and Fiscal 2023 respectively.

For Fiscal 2024, the net cash provided by investing activities resulted from $25.4 million sale of spectrum related to our transfer of the San Diego County and Imperial County broadband license to SDG&E, offset by $17.0 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $0.3 million for purchases of equipment.

For Fiscal 2023, the net cash used in investing activities resulted from $25.0 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $2.1 million for purchases of equipment.

Net cash used in financing activities

Our principal outflow of cash used in financing activities is a result of our equity transactions, including repurchases of common stock and taxes and fees associated with the issuance of restricted stock awards, offset by proceeds from stock options exercised in the period.

We expect net cash used in financing activities to be affected by the timing of future equity transactions including the timing of our repurchases of common stock.

The following represents our changes in net cash used in financing activities for Fiscal 2024 and Fiscal 2023.

Net cash used in financing activities was approximately $25.1 million and $8.1 million in Fiscal 2024 and Fiscal 2023, respectively.

Net cash provided by financing activities was $4.2 million in Fiscal 2021.

For Fiscal 2023, net cash used in financing activities was primarily from the repurchase of common stock of $8.2 million, partially offset by the proceeds from stock option exercises of $1.7 million, net of payments of withholding tax on net issuance of restricted stock of $1.6 million.

For Fiscal 2022, net cash used in financing activities was primarily from the repurchase of common stock of $15.0 million, partially offset by the proceeds from stock option exercises of $14.0 million, net of payments of withholding tax on net issuance of restricted stock of $1.5 million.

For Fiscal 2021, the net cash provided by financing activities primarily resulted $4.2 million in cash received from the proceeds of stock option exercises.

Contracted cash proceeds

For Fiscal 2024, net cash used in financing activities was primarily from the repurchase of common stock of $24.7 million, payments of withholding tax on net issuance of restricted stock of $1.2 million, partially offset by the proceeds from stock option exercises of $0.8 million.

For Fiscal 2023, net cash used in financing activities was primarily from the repurchase of common stock of $8.2 million, payments of withholding tax on net issuance of restricted stock of $1.6 million, partially offset by the proceeds from stock option exercises of $1.7 million.

The following table illustrates the estimated contracted customer proceeds for Fiscal 2025 and thereafter (in thousands):

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LCRA — 15,000

TECO — 27,600

Total $ 8,500 $ 74,800

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and our ability to sign customer contracts and generate revenues from the license or transfer of any broadband licenses we secure;

and our ability to timely deliver broadband licenses and clear spectrum to our customers in accordance with our contractual obligation;

broadband licensee with a base station at any location within the county, or any 900 MHz geographic-based SMR licensee in the broadband segment whose license area completely or partially overlaps the county, and the costs of paying Anti-Windfall Payments to the U.S.

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from October 31, 2023 through June 30, 2027, which includes a three to ten-year lease extension for our corporate headquarters.

We have also entered into multiple lease agreements for tower space related to our historical TeamConnect business and in connection with obtaining spectrum licenses.

The lease expiration dates range from May 31, 2023 to August 31 2029.

our ability to timely deliver broadband licenses and clear spectrum to our

customers in accordance with our contractual obligation;

any requirement to refund payments or pay penalties if we do not satisfy our contractual obligations;

the timeline and costs to acquire broadband licenses pursuant to the Report and Order, including the costs to acquire additional spectrum, the costs related to retuning, or swapping spectrum held by 900 MHz site-based licensees in the broadband segment that is required under section 90.621(b) to be protected by a broadband licensee with a base station at any location within the county, or any 900 MHz geographic-based SMR licensee in the broadband segment whose license area completely or partially overlaps the county, and the costs of paying Anti-Windfall Payments to the U.S.

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from October 31, 2024 through January 31, 2029, which includes a three to ten-year lease extension for our corporate headquarters.

We have also entered into multiple lease agreements for tower space related to its spectrum holdings.

The lease expiration dates range from April 30, 2024 to March 21, 2031.

Total estimated payments for these lease agreements are approximately $6.1 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us).

In addition to the lease payments for our tower space, we also have an obligation to clear the tower site locations, for which we recorded an asset retirement obligation (the “ARO”).

Total estimated payments as a result of the ARO is approximately $0.6 million.

We also have an obligation to clear the tower site locations, for which we recorded an asset retirement obligation (the “ARO”).

Total estimated payments as a result of the ARO are approximately $0.7 million.

See Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report for further information on the AROs.

In addition to the lease payments and ARO for our tower site locations, we entered into agreements with several third parties in multiple U.S.

markets to acquire, retune or swap wireless licenses for cash consideration (“deals”).

As of March 31, 2024, our total estimated payments for these agreements with incumbents are approximately $17.9 million.

Xcel Energy Guaranty

In connection with Xcel Energy Agreement, we entered into a guaranty agreement, under which we guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory in eight states along with other commercial obligations.

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In addition, to the extent Anterix has performed any obligations, our liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations.

We recorded $8.0 million in deferred revenue in connection with the prepayment received as delivery of the relevant cleared 900 MHz Broadband licenses or counties is expected to commence in the first quarter of Fiscal 2024 through 2029.

We recorded $67.1 million in deferred revenue in connection with the prepayments received as of March 31, 2024.

We commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first quarter of fiscal year 2024 and will continue through 2029.

The revenue recognized for the year ended March 31, 2024 was approximately $1.9 million.

As of March 31, 2024, the maximum potential liability of future undiscounted payments under this agreement is approximately $65.2 million.

Share Repurchase Program

In September 2021, our Board authorized a share repurchase program pursuant to which we may repurchase up to $50.0 million of our common stock on or before September 29, 2023.

The manner, timing and amount of any share repurchases will be determined by us based on a variety of factors, including price, general business and market conditions and alternative investment opportunities.

The share repurchase program authorization does not obligate us to acquire any specific number of shares.

Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.

We currently anticipate the cash used for the share repurchase program will come primarily from our prepaid customer agreements.

The following table presents the share repurchase activity for Fiscal 2023, Fiscal 2022 and Fiscal 2021 (in thousands, except per share data):

In September 2021, our Board authorized a share repurchase program (the “2021 Share Repurchase Program”) pursuant to which we may repurchase up to $50.0 million of our common stock on or before September 29, 2023.

We repurchased and subsequently retired a total of $33.9 million of our common stock under the 2021 Share Repurchase Program, including $10.7 million during fiscal year 2024.

On September 21, 2023, our Board authorized the new 2023 Share Repurchase Program pursuant to which we may repurchase up to $250.0 million of our common stock on or before September 21, 2026.

We repurchased and subsequently retired a total of $13.9 million of our common stock under the 2023 Share Repurchase Program during fiscal year 2024.

We may repurchase shares of our common stock via the open market and/or privately negotiated transactions.

Repurchases will be made in accordance with applicable securities laws and may be effected pursuant to Rule 10b5-1 trading plans.

The manner, timing and amount of any share repurchases will be determined by us based on a variety of factors, including, proceeds from customer contracts, the timing of which is unpredictable, as well as general business and market conditions, our capital position and other strategic considerations.

The 2023 Share Repurchase Program does not obligate us to repurchase any particular amount of our common stock.

The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

Excise tax accrued for the year ended March 31, 2024 was approximately $0.2 million.

The following table presents the share repurchase activity for Fiscal 2024 and Fiscal 2023 (in thousands, except per share data):

For the years ended March 31,

2023 2022 2021

Number of shares repurchased and retired 736 216

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We believe that the areas described below are the most critical to aid in fully understanding and evaluating our reported financial results, as they require management’s significant judgments in the application of accounting policy or in making estimates and assumptions that are inherently uncertain and that may change in subsequent periods.

Our significant

accounting policies are set forth in Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report.

Our significant accounting policies are set forth in Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report.

Of those policies, we believe that the policy discussed below may involve a higher degree of judgment and may be more critical to an accurate reflection of our financial condition and results of operations.

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We use a market-based approach to estimate fair value for impairment testing purposes.

We may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an intangible asset is less than its carrying value.

If we do not perform the qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of the intangible asset is less than its carrying amount, we will calculate the estimated fair value of the intangible asset.

If the estimated fair value of the spectrum licenses is lower than their carrying amount, an impairment loss is recognized.

We will use a market-based approach to estimate fair value for impairment testing purposes except for deals that were realized as of the valuation date, for which a transaction specific market approach will be used.

The valuation approach used to estimate fair value for the purpose of impairment testing requires management to use complex assumptions and estimates such as population, discount rates, industry and market considerations, long-term market equity risk, as well as other factors.

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For impairment testing, estimated fair value is determined using a market-based approach primarily using the 600 MHz auction price.

As noted in the Report and Order, the FCC will use the spectrum price based on the average price paid in the FCC’s 600 MHz auction to calculate the Anti-Windfall Payments.

The FCC will use the spectrum price based on the average price paid in the FCC’s 600 MHz auction to calculate the Anti-Windfall Payments.

The estimated fair value of realized deals is determined using a transaction specific market approach based on the deal specific terms and adjusted for our rate of return and present value taking into consideration the timing of payments.

In addition, we performed a sensitivity analysis to recent auctions and transactions noting that while in some cases the value was lower than the 600 MHz auction price, the values were well above our carrying value.

Furthermore, if management determines that for impairment testing purposes, the 600 MHz auction price is not the appropriate market-based fair value, and the new estimated fair value is lower by over 50%, our intangible assets would still not be impaired as the current estimated fair value for impairment testing purposes exceeds book value by more than 50%.

During the years ended March 31, 2024 and 2023, we performed a step one quantitative approach impairment test as of January 1, 2024 and January 1, 2023, respectively, to determine if the fair value of the combined licenses by the associated geographical or deal market exceeds the carrying value for each geographical or deal market.

During Fiscal 2023, we shifted from a probability analysis approach to a more detailed approach with measurable qualitative metrics.

The new approach, Demonstrated Intent (“DI”), determines how likely a deal is to close based on certain qualitative factors, like applying for an experimental license, entering into a request for proposal, joining certain utility board or publicly backing 900 MHz Broadband Spectrum and its application.

As a result, we will utilize the DI scores on a go-forward basis for our impairment analysis.

We performed a step one quantitative approach impairment test as of January 1, 2023, to determine if the fair value of the combined licenses by the associated geographical or deal market exceeds the carrying value for each geographical or deal market.

Based on the results of the impairment test, there were no impairment charges recorded during the year ended March 31, 2023.

As a result, we will continue to utilize the DI scores on a go-forward basis for our impairment analysis.

Based on the results of the impairment test, there were no impairment charges recorded during the year ended March 31, 2024 and 2023.

Recent Accounting Pronouncements

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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 7. Management’s Discussion and Analysis