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Item 7. Management’s Discussion and Analysis

2025-06-24 compared with 2024-06-26 · 103 added, 92 removed, 144 unchanged (58% of the section changed)

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

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

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.

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Business Developments

LCRA Expansion Agreement

In January 2025, we entered into the second agreement with LCRA (the “LCRA Expansion Agreement”) to sell 900 MHz Broadband Spectrum covering 34 additional counties in its service area, building upon the 68 counties covered by our first LCRA Agreement for total estimated consideration of $13.5 million.

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”).

In June 2024, we entered into an agreement with Oncor to sell 900 MHz Broadband covering 95 counties to deploy a private wireless broadband network in its transmission and distribution service area for total estimated consideration of $102.5 million (the “Oncor Agreement”).

The total payment of $102.5 million comprises an initial payment of $10.0 million received in June 2024 and remaining payments that are due to us for each county, at closing.

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.

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.

Corporate Developments

Executive Chairman Transition

In December 2024, we announced Morgan O’Brien’s retirement as a director, as Executive Chairman of the Board, and as an executive of the Company, each effective as of December 31, 2024.

In addition, we entered into a consulting agreement with Mr.

See Note 10 Related Party Transactions for further discussion.

We appointed Thomas R.

Kuhn, as the Chairman of the Board (the “Board Chair”), effective January 1, 2025.

The Board also appointed Mr.

Kuhn as the Chair of the newly established Utility Engagement Committee.

This committee is responsible for overseeing and strengthening our relationships and commercialization efforts within the utility industry.

Subsequently, on January 22, 2025, we entered into an employment agreement with Mr.

Kuhn naming him as Executive Chairman (the “Employment Agreement”).

Due to his appointment as an executive of the Company, effective as of the date of his appointment, Mr.

Kuhn resigned from serving on the Board’s Compensation Committee, Audit Committee and Nominating and Governance Committee.

Chief Executive Officer Transition

On October 8, 2024, we announced the appointment of Scott Lang as President and Chief Executive Officer, to succeed Robert Schwartz effective by November 1, 2024 (the “CEO Transition”).

As part of the CEO Transition, the Board also designated Mr.

Lang as our principal executive officer for purposes of the rules and regulations of the SEC.

Due to his service as an executive, effective as of the date of his appointment, Mr.

Lang resigned from serving on the Board’s Audit Committee and Nominating and Governance Committee.

In connection with Mr.

Schwartz’s resignation, we negotiated a Transition and Separation Agreement (the “Transition Agreement”), which provided the following benefits (subject to effectiveness and the terms and conditions of the Transition Agreement), (i) two times the sum of his annualized salary and target bonus, for an aggregate amount of approximately $2.2 million, (ii) a pro-rata target bonus for fiscal year 2025, less any bonus amount previously paid for fiscal year 2025, for an aggregate amount of approximately $0.2 million and (iii) a subsidized COBRA continuation coverage for 18 months.

Additionally, in connection with the Transition Agreement, a portion of Mr.

Schwartz’s unvested time-based awards and performance-based awards accelerated and vested on a pro-rated basis, and Mr.

Schwartz received an option exercise period extension.

See Note 13 Stockholders’ Equity for further discussion.

Results of Operations

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Product development 5,735 5,697

Severance and other related charges 3,771 —

Depreciation and amortization 548 844

Operating expenses 58,835 56,657

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

Gain on exchange of intangible assets, net (22,799) (35,024)

Gain on sale of intangible assets, net (18,294) (7,364)

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Net loss $ (11,372) $ (9,128)

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.

Our net loss for Fiscal 2025 increased by approximately $2.2 million, or 25%, to $11.4 million from $9.1 million in Fiscal 2024.

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

• Spectrum revenues increased by $1.8 million, or 44%, to $6.0 million in Fiscal 2025 from $4.2 million in Fiscal 2024.

The increase in our spectrum revenue was primarily attributable to revenue recognized in connection with our agreement with Xcel Energy of approximately $1.3 million and our agreement with Evergy of approximately $0.6 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.

• 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.

• General and administrative expenses decreased by $1.8 million, or (4)%, to $42.7 million in Fiscal 2025 from $44.4 million in Fiscal 2024.

The decrease resulted from $2.6 million lower stock compensation expense, $0.9 million lower consulting fees, $0.3 million lower regulatory fees and $0.2 million lower recruiting costs, partially offset by $0.5 million higher headcount related costs primarily driven by merit increases, $1.0 million due to fiscal 2024 executive bonuses related to the Oncor Agreement deemed fiscal 2025 compensation and $0.7 million higher professional services fees.

• Sales and support expense increased by $0.4 million, or 7%, to $6.1 million in Fiscal 2025 from $5.7 million in Fiscal 2024.

The increase primarily resulted from $0.5 million higher headcount related costs, $0.3 million fees related to the Oncor Agreement, partially offset by $0.2 million in lower contract consulting fees and $0.2 million stock compensation expense.

• Severance and other related expenses increased by $3.8 million, or 100%, to $3.8 million in Fiscal 2025 from zero for Fiscal 2024.

The increase is primarily attributable to severance and stock compensation expenses related to the CEO Transition and workforce reduction.

• Gain on exchange of intangible assets, net decreased by $12.2 million, or (35)%, to $22.8 million in Fiscal 2025 from $35.0 million for Fiscal 2024.

During Fiscal 2025, we exchanged our narrowband licenses for broadband licenses in 67 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.

In connection with the exchange, we recorded an estimated accounting cost basis of $27.0 million for the new broadband licenses and disposed of $4.2 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 67 counties.

As a result, we recorded a $$22.8 million

non-monetary gain on exchange of the intangible assets on our Consolidated Statements of Operations.

Refer to Note 7 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.

• Gain on sale of intangible assets, net increased by $10.9 million, or 148%, to $18.3 million in Fiscal 2025 from $7.4 million for Fiscal 2024.

During Fiscal 2025, we transferred to Oncor four broadband licenses and recorded a $18.3 million gain on sale of intangible assets on our Consolidated Statements of Operations.

Refer to Note 7 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 decreased by $0.2 million, or (9)%, to $2.2 million in Fiscal 2025 as compared to $2.4 million from Fiscal 2024.

The decrease was primarily attributable to a lower average cash balance during the period.

• Income tax expense increased by $0.3 million, or 17%, to $1.9 million in Fiscal 2025 from $1.6 million in Fiscal 2024.

The increase was primarily attributable to higher state effective tax rate due to taxable income related to customer milestone payments.

Liquidity and Capital Resources

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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.

The repurchase of shares of our common stock under our share

repurchase program would also reduce our available cash and cash equivalents.

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.

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(in thousands) 2025 2024

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) provided by operating activities $ (29,263) $ 41,993

Net cash provided by investing activities $ 22,753 $ 8,089

Net cash used in financing activities $ (6,590) $ (25,140)

Net cash provided by (used in) operating activities

Net cash (used in) provided by 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 revenue 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.

We expect net cash (used in) provided by 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 (used in) provided by operating activities for Fiscal 2025 and Fiscal 2024.

Net cash used in operating activities was approximately $29.3 million in Fiscal 2025.

The net cash used in operating activities in Fiscal 2025 was primarily due to the following:

• $11.4 million decrease related to our operating loss, which includes a reduction of $25.0 million of non-cash items.

Refer to the Results of Operations ;

• $2.7 million increase in accrued severance and other related charges primarily due to the CEO Transition and workforce reduction offset by $0.4 million in cash payments;

• $2.5 million increase in deferred revenue due to $8.5 million cash proceeds from Ameren Corporation related to cash proceeds from our 900 MHz Broadband Spectrum customer prepayments offset by $6.0 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum;

• $6.0 million increase in contingent liability related to the Oncor Agreement net of transferred broadband licenses for four counties.

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 2023 was primarily due to the following:

• $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

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

Net cash provided by 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.

Payments received in the current period are reflected as investing activities on the Consolidated Statements of Cash Flows upon the sale of intangible assets.

We expect net cash provided by 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 investing activities for Fiscal 2025 and Fiscal 2024.

Net cash provided by investing activities was approximately $22.8 million and $8.1 million in Fiscal 2025 and Fiscal 2024 respectively.

For Fiscal 2025, the net cash provided by investing activities resulted from $40.9 million sale of spectrum related to our transfer of four broadband licenses to Oncor, offset by $18.1 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $0.1 million for purchases of equipment.

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

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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.

Expected future cash proceeds

The following table illustrates the estimated contracted customer proceeds for Fiscal 2026 and thereafter (in thousands):

Customers Fiscal 2025* Thereafter*

Customers Fiscal 2026 (1)

Thereafter (1)(2)

Ameren $ — $ 16,300

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TECO — 27,600

Oncor 58,300 —

Total $ 78,800 $ 67,800

(1) Total cash proceeds are subject to change based on final delivery date of the broadband licenses for the associated milestone, which may include penalties associated with delayed deliveries.

(2) Thereafter expected cash proceeds range from FY27 through FY29.

Material Cash Requirements

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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;

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

customers in accordance with our contractual obligation;

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.

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 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 our spectrum holdings.

These lease expiration dates range from April 9, 2025 to March 25, 2032.

Total estimated payments for these lease agreements are approximately $6.2 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us).

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.

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

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.

markets to acquire, retune or swap wireless licenses for cash consideration.

As of March 31, 2025, our total estimated future payments for these agreements with incumbents are approximately $7.0 million.

Xcel Energy Guaranty

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In the event of default or non-delivery of the specific territory’s 900 MHz Broadband Spectrum, we are required to refund payments we have received.

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.

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

We recorded $67.1 million in deferred revenue in connection with the prepayments received as of March 31, 2025.

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.

As of March 31, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $62.0 million, reflecting a reduction in liability due to the obligations it has performed to date.

Share Repurchase Program

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.

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.

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 repurchased and subsequently retired a total of $8.4 million of our common stock under the 2023 Share Repurchase Program during fiscal year 2025.

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

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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.

For the year end March 31, 2025, we had no excise tax expense.

For the year ended March 31, 2024, excise tax expense was approximately $0.2 million.

The following table presents the share repurchase activity for Fiscal 2025 and Fiscal 2024 (in thousands, except per share data):

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Total cost to repurchase $ 8,398 $ 24,676

* Average price paid per share includes costs associated with the repurchases.

* Average price paid per share includes costs associated with the repurchases, excluding excise taxes associated with the share repurchases.

As of March 31, 2025, $227.7 million is remaining under the 2023 Share Repurchase Program.

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These assumptions and estimates depend on our ability to accurately predict forward looking assumptions including successfully applying for broadband licenses, commercializing our 900 MHz Broadband Spectrum and properly estimating favorable deal terms over the life of the contract.

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

For impairment testing, estimated fair value of counties without an associated deal is determined using a market-based approach primarily using the 600 MHz auction price.

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.

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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 continue to utilize the DI scores on a go-forward basis for our impairment analysis.

During the years ended March 31, 2025 and 2024, we performed a step one quantitative approach impairment test as of January 1, 2025 and 2024, 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.

We use Demonstrated Intent (“DI”) to allocate licenses by geographical region.

DI determines how likely a deal is to close based on certain 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.

Based on the results of the impairment test, there were no impairment charges recorded during the year ended March 31, 2025 and 2024.

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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