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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

______________________
FORM 10-Q

____________________________________

______________________
(Mark one)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2021June 30, 2022
OR
o

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-36827

____________________________________

______________________
Anterix Inc.

(Exact name of registrant as specified in its charter)

____________________________________

______________________

Delaware

33-0745043

Delaware

33-0745043

(State or other jurisdiction of


incorporation or organization)

(I.R.S. Employer


Identification No.)

3 Garret Mountain Plaza

Suite 401

Woodland Park, New Jersey

07424

(Address of principal executive offices)

(Zip Code)

(973) 771-0300

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

____________________________________

______________________
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

ATEX

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

¨x

Accelerated filer

¨o

Non-accelerated filer

xo

Smaller reporting company

xo

Emerging growth company

¨o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨o Yes x No

At January 31,August 4, 2022, 18,374,93818,944,391 shares of the registrant’s common stock were outstanding.


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Anterix Inc.

FORM 10-Q

For the quarterly period ended December 31, 2021

June 30, 2022

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

45

45

56

67

Unaudited Consolidated Statement of Stockholders’ Equity for the three and nine months ended December 31, 2020

7

8

9

2019

2523

2624

2825

2825

2825

2925

2925

2925

2926

3027

3128


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) includes statements of our expectations, intentions, plans, and beliefs that constitute “forward-looking statements.” These forward-looking statements are principally, but not solely, contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements include, but are not limited to, statements about our strategies, plans, objectives, expectations, intentions, expenditures and assumptions and other statements contained herein that are not historical facts. Our forward-looking statements are generally, but not always, accompanied by words such as, but not limited to, “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend” “may,” “might,” “ongoing,” “plan,” “possible,” “project,” “predict,” “potential,” “seek,” “should,” “strategy,” “target,” “will,” “would” and similar expressions or phrases, or the negative of those expressions or phrases, or other words that convey the uncertainty of future events or outcomes, which are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We have based these forward-looking statements on our current expectations and projections and related assumptions, about future events and financial trends. While our management considers these expectations, projections and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. There can be no assurance that actual developments will be as we anticipate. Actual results may differ materially from those expressed or implied in these statements as a result of significant risks and uncertainties, including, but not limited to:
•our ability to qualify for and obtain broadband licenses from the Federal Communications Commission (the “FCC”) in accordance with the requirements of the Report and Order approved by the FCC on May 13, 2020 (the “Report and Order”);
•our ability to successfully commercialize our spectrum assets to our targeted utility and critical infrastructure customers on a timely basis and on commercially favorable terms, including our ability to lease our spectrum on financial terms consistent with our business plan and assumptions;
•our ability to fulfill the platform initiatives of our Integrated Platform to drive industrywide 900 MHz private broadband innovations and solutions;
•our ability to correctly estimate our operating expenses and future revenues;
•our ability to support our future operations and business plans and return capital to our stockholders through our share repurchase program with our existing cash resources and the proceeds we generate from our commercial operations without the need to raise additional capital through the issuance of stock or debt securities;
•the extent and duration of the impact of the COVID-19 pandemic on our business, ability to fulfill our contractual obligations to our customers, results of operations, stock price, or overall financial condition;
•our ability to retune or relocate incumbent narrowband licensees in a timely manner and on commercially reasonable terms, or at all;
•our ability to satisfy our obligations, including the delivery of cleared spectrum and broadband licenses, and the other contingencies required by our commercial agreements with Ameren Corporation (“Ameren”), San Diego Gas & Electric Company, a subsidiary of Sempra Energy (“SDG&E”), and Evergy, Inc. (“Evergy”) on a timely basis and on commercially reasonable terms;
•whether federal and state agencies and commissions will support the deployment of broadband networks and services by our targeted customers;
•our ability to maintain any narrowband and broadband licenses that we own, acquire and/or obtain from the FCC;
•government regulations or actions taken by governmental bodies could adversely affect our business prospects, liquidity and results of operations, including any changes by the FCC to the Report and Order or to the FCC rules and regulations governing the 900 MHz band;
•our ability to successfully compete against the third parties who offer spectrum and communication technologies, products and solutions to our targeted customers;
•our ability to successfully manage our planned growth;
•the ability to develop and sustain a robust market for our common stock;
•factors that may cause our common stock price to be volatile or cause the value of our common stock to decline;
3
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•the expected timing and amount of purchases and the related impact to our common stock relating to our share repurchase program; and
•how the concentrated ownership of our common stock may limit stockholders’ ability to influence corporate matters.
The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Many of these risks, uncertainties and other factors are beyond our ability to control, influence, or predict. The most significant of these risks, uncertainties and other factors are described in “Item 1A—Risk Factors” in Part II of this Quarterly Report and in our Annual Report on Form 10-K for the year ended March 31, 2021,2022, filed with the SEC on June 15, 2021.May 26, 2022. As a result, investors are urged not to place undue reliance on any forward-looking statements. These forward-looking statements reflect our views and assumptions only as of the date such forward-looking statements were made. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

3

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PART I. FINANCIAL INFORMATION

Item 1: Consolidated Financial Statements

Anterix Inc.

Consolidated Balance Sheets

(in thousands, except share data)

December 31, 2021

March 31, 2021

(Unaudited)

ASSETS

Current Assets

Cash and cash equivalents

$

127,764

$

117,538

Accounts receivable

—

4

Prepaid expenses and other current assets

7,269

3,508

Total current assets

135,033

121,050

Property and equipment, net

2,640

3,574

Right of use assets, net

4,256

5,100

Intangible assets

144,449

122,117

Other assets

1,675

1,214

Total assets

$

288,053

$

253,055

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued expenses

$

6,784

$

6,256

Due to related parties

160

152

Operating lease liabilities

1,450

1,470

Deferred revenue

1,478

737

Total current liabilities

9,872

8,615

Noncurrent liabilities

Operating lease liabilities

4,534

5,601

Contingent liability

20,000

20,000

Deferred revenue

53,535

2,246

Deferred income tax

3,919

3,209

Other liabilities

569

876

Total liabilities

92,429

40,547

Commitments and contingencies

 

 

Stockholders’ equity

Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized and 0 shares outstanding at December 31, 2021 and March 31, 2021

—

—

Common stock, $0.0001 par value per share, 100,000,000 shares

authorized and 18,364,688 shares issued and outstanding at December 31, 2021 and 17,669,905 shares issued and outstanding at March 31, 2021

2

2

Additional paid-in capital

495,465

472,854

Accumulated deficit

(299,843)

(260,348)

Total stockholders’ equity

195,624

212,508

Total liabilities and stockholders’ equity

$

288,053

$

253,055

See accompanying notes to consolidated financial statements.

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Anterix Inc.

Consolidated Statements of Operations

(in thousands, except share and per share data)

(Unaudited)

Three months ended December 31,

Nine months ended December 31,

2021

2020

2021

2020

Operating revenues

Service revenue

$

—

$

53

$

—

$

193

Spectrum revenue

385

183

749

547

Total operating revenues

385

236

749

740

Operating expenses

Direct cost of revenue (exclusive of depreciation and amortization)

5

543

5

1,606

General and administrative

10,219

8,806

29,774

30,326

Sales and support

1,263

676

3,311

2,070

Product development

893

1,244

2,826

3,033

Depreciation and amortization

323

1,020

996

3,418

Impairment of long-lived assets

—

11

—

40

Total operating expenses

12,703

12,300

36,912

40,493

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

—

—

(10,230)

3,849

Loss/(gain) from disposal of long-lived assets, net

57

—

111

(6)

Loss from operations

(12,375)

(12,064)

(26,044)

(43,596)

Interest income

9

27

55

99

Other income

63

110

197

332

Loss on equity method investment

—

(7)

—

(23)

Loss before income taxes

(12,303)

(11,934)

(25,792)

(43,188)

Income tax expense

412

155

710

311

Net loss

$

(12,715)

$

(12,089)

$

(26,502)

$

(43,499)

Net loss per common share basic and diluted

$

(0.69)

$

(0.69)

$

(1.47)

$

(2.51)

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

18,313,193

17,492,539

18,072,904

17,350,671

See accompanying notes to consolidated financial statements.

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June 30, 2022March 31, 2022
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents$86,456$105,624
Prepaid expenses and other current assets11,88010,147
Total current assets98,336115,771
Property and equipment, net2,5872,949
Right of use assets, net3,8094,047
Intangible assets154,880151,169
Other assets4,7864,108
Total assets$264,398$278,044
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses$5,066$6,526
Due to related parties144120
Operating lease liabilities1,5711,512
Deferred revenue2,1921,478
Total current liabilities8,9739,636
Operating lease liabilities3,7914,177
Contingent liability20,00020,000
Deferred revenue52,15153,200
Deferred income tax4,3924,192
Other liabilities541541
Total liabilities89,84891,746
Commitments and contingencies00
Stockholders’ equity
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized and no shares outstanding at June 30, 2022 and March 31, 2022——
Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 18,944,391 shares issued and outstanding at June 30, 2022 and 18,377,483 shares issued and outstanding at March 31, 202222
Additional paid-in capital504,298500,125
Accumulated deficit(329,750)(313,829)
Total stockholders’ equity174,550186,298
Total liabilities and stockholders’ equity$264,398$278,044

Anterix Inc.

Consolidated Statement of Stockholders’ Equity

(in thousands)

(Unaudited)

Number of Shares

Common
‎stock

Common
‎stock

Additional
‎paid-in
‎capital

Accumulated
‎deficit

Total

Balance at September 30, 2021

18,334

$

2

$

488,366

$

(275,135)

$

213,233

Equity based compensation*

22

—

3,631

—

3,631

Stock option exercises

211

—

3,618

—

3,618

Shares withheld for taxes

(2)

—

(150)

—

(150)

Retirement of common stock

(200)

—

—

(11,993)

(11,993)

Net loss

—

—

—

(12,715)

(12,715)

Balance at December 31, 2021

18,365

$

2

$

495,465

$

(299,843)

$

195,624

Balance at March 31, 2021

17,670

$

2

$

472,854

$

(260,348)

$

212,508

Equity based compensation*

207

—

10,147

—

10,147

Stock option exercises

732

—

13,922

—

13,922

Shares withheld for taxes

(24)

—

(1,458)

—

(1,458)

Retirement of common stock

(220)

—

—

(12,993)

(12,993)

Net loss

—

—

—

(26,502)

(26,502)

Balance at December 31, 2021

18,365

$

2

$

495,465

$

(299,843)

$

195,624

* includes restricted shares issued.

See accompanying notes to consolidated financial statements.


‎

6

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Anterix Inc.

Consolidated Statement of Stockholders’ Equity

(in thousands)

(Unaudited)

Number of Shares

Common
‎stock

Common
‎stock

Additional
‎paid-in
‎capital

Accumulated
‎deficit

Total

Balance at September 30, 2020

17,487

$

2

$

464,620

$

(237,324)

$

227,298

Equity based compensation*

23

—

2,672

—

2,672

Equity payment of prior year accrued employee related expenses

4

—

—

—

—

Stock option exercises

70

—

1,286

—

1,286

Net loss

—

—

—

(12,089)

(12,089)

Balance at December 31, 2020

17,584

$

2

$

468,578

$

(249,413)

$

219,167

Balance at March 31, 2020

17,185

$

2

$

450,978

$

(205,914)

$

245,066

Equity based compensation*

229

—

13,245

—

13,245

Equity payment of prior year accrued employee related expenses

28

—

1,537

—

1,537

Stock option exercises

142

—

2,818

—

2,818

Net loss

—

—

—

(43,499)

(43,499)

Balance at December 31, 2020

17,584

$

2

$

468,578

$

(249,413)

$

219,167

* includes restricted shares issued.

See accompanying notes to consolidated financial statements.


‎

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Anterix Inc.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

Nine months ended December 31,

2021

2020

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(26,502)

$

(43,499)

Adjustments to reconcile net loss to net cash provided by (used in)
‎  operating activities

Depreciation and amortization

996

3,418

Non-cash compensation expense attributable to stock awards

10,047

13,245

Deferred income taxes

710

311

(Gain)/loss from disposal of intangible assets

(10,230)

3,849

Loss/(gain) on disposal of long-lived assets, net

111

(6)

Impairment of long-lived assets

—

40

Loss on equity method investment

—

23

Changes in operating assets and liabilities

Accounts receivable

4

42

Prepaid expenses and other assets

(115)

(639)

Right of use assets

844

1,102

Accounts payable and accrued expenses

528

3,838

Due to related parties

8

11

Restructuring reserve

—

(600)

Operating lease liabilities

(1,087)

(1,289)

Deferred revenue

52,030

(551)

Other liabilities

(307)

36

Net cash provided by (used in) operating activities

27,037

(20,669)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of intangible assets, including refundable deposits

(16,030)

(10,882)

Purchases of equipment

(252)

(234)

Net cash used in investing activities

(16,282)

(11,116)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from stock option exercises

12,922

2,818

Repurchase of common stock

(11,993)

—

Payments of withholding tax on net issuance of restricted stock

(1,458)

—

Net cash (used in) provided by financing activities

(529)

2,818

Net change in cash and cash equivalents

10,226

(28,967)

CASH AND CASH EQUIVALENTS

Beginning of the period

117,538

137,453

End of the period

$

127,764

$

108,486

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid during the period:

Taxes paid

$

7

$

36

Non-cash investing activity:

Network equipment provided in exchange for wireless licenses

$

79

$

23

Non-cash financing activities:

Shares surrendered from stock option exercises

$

1,000

$

—

Equity payment of prior year accrued employee related expenses

—

1,537

See accompanying notes to consolidated financial statements.


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Anterix Inc.

Consolidated Statements of Operations
(in thousands, except share and per share data)
(Unaudited)
Three months ended June 30,
20222021
Spectrum revenues$335 $182 
Operating expenses
General and administrative11,359 9,730 
Sales and support1,236 1,055 
Product development1,096 1,003 
Depreciation and amortization362 338 
Operating expenses14,053 12,126 
Gain from disposal of intangible assets, net(648)— 
Loss from disposal of long-lived assets, net2 18 
Loss from operations(13,072)(11,962)
Interest income17 26 
Other income59 72 
Loss before income taxes(12,996)(11,864)
Income tax expense200 146 
Net loss$(13,196)$(12,010)
Net loss per common share basic and diluted$(0.71)$(0.68)
Weighted-average common shares used to compute basic and diluted net loss per share18,619,459 17,739,370 
See accompanying notes to consolidated financial statements.
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Anterix Inc.
Consolidated Statements of Stockholders’ Equity
(in thousands)
(Unaudited)
Number of Shares
Common
stock		Common
stock		Additional
paid-in
capital		Accumulated
deficit		Total
Balance at March 31, 202218,378$2$500,125$(313,829)$186,298
Equity based compensation——4,128—4,128
Restricted shares issued104————
Stock option exercises37—872—872
Motorola shares500 —— —— 
Shares withheld for taxes(19)—(827)—(827)
Retirement of common stock(56)——(2,725)(2,725)
Net loss———(13,196)(13,196)
Balance at June 30, 202218,944$2$504,298$(329,750)$174,550
Balance at March 31, 202117,670$2$472,854$(260,348)$212,508
Equity based compensation——3,296—3,296
Restricted shares issued73————
Stock option exercises*295—6,371—6,371
Retirement of common stock*(20)—(1,000)(1,000)
Net loss———(12,010)(12,010)
Balance at June 30, 202118,018$2$482,521$(273,358)$209,165
*Includes approximately $1.0 million, or 20,132 shares, received associated with a non-cash exercise of stock options and subsequent retirement. See Note 7 Stockholders’ Equity.
See accompanying notes to consolidated financial statements.
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Anterix Inc.
Consolidated Statements of Cash Flows
(in thousands)
(Unaudited)
 Three months ended June 30,
20222021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(13,196)$(12,010)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization362338
Non-cash compensation expense attributable to stock awards4,1283,296
Deferred income taxes200146
Gain from disposal of intangible assets, net(648)—
Loss on disposal of long-lived assets, net218 
Changes in operating assets and liabilities
Accounts receivable—4
Prepaid expenses and other assets1,18055
Right of use assets238300
Accounts payable and accrued expenses(1,460)(1,206)
Due to related parties24(32)
Operating lease liabilities(327)(377)
Deferred revenue(335)(182)
Other liabilities— (13)
Net cash used in operating activities(9,832)(9,663)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of intangible assets, including refundable deposits(6,650)(6,191)
Purchases of equipment(6)(156)
Net cash used in investing activities(6,656)(6,347)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock option exercises8725,371
Repurchase of common stock(2,725)—
Payments of withholding tax on net issuance of restricted stock(827)—
Net cash (used in) provided by financing activities(2,680)5,371
Net change in cash and cash equivalents(19,168)(10,639)
CASH AND CASH EQUIVALENTS
Beginning of the period105,624117,538
End of the period$86,456$106,899
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period:
Taxes paid$—$—
Non-cash investing activity:
Network equipment provided in exchange for wireless licenses$4$18
Non-cash financing activities:
Shares surrendered from stock option exercises$—$1,000
See accompanying notes to consolidated financial statements.

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Anterix Inc.
Notes to Consolidated Financial Statements

(Unaudited)

1.    Nature of Operations and Basis of Presentation

Anterix Inc. (the “Company”) is a wireless communications company focused on commercializing its spectrum assets to enable its targeted utility and critical infrastructure customers to deploy private broadband networks, technologies and solutions. The Company is the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940(896 - 901 / 935 - 940 MHz) with nationwide coverage throughout the contiguous United States, Hawaii, Alaska and Puerto Rico. On May 13, 2020, the Federal Communications Commission (the “FCC”) approved the Report and Order (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”).solutions. The Report and Order was published in the Federal Register on July 16, 2020 and became effective on August 17, 2020. The Company is now engaged in qualifying for and securing broadband licenses from the FCC. At the same time, the Company is pursuing opportunities to lease the broadband spectrum for which broadband licenses are securedit secures to its targeted utility and critical infrastructure customers.

The Company was originally incorporated in California in 1997 and reincorporated in Delaware in 2014. In November 2015, the Company changed its name from Pacific DataVision, Inc. to pdvWireless, Inc. In August 2019, the Company changed its name from pdvWireless, Inc. to Anterix Inc. The Company maintains offices in Woodland Park, New Jersey, McLean, Virginia and McLean, Virginia.

Abilene, Texas.

Business Developments

In December 2020,

On May 18, 2022, the Company entered intoissued Motorola 500,000 shares of its first long-term lease agreement of 900 MHz spectrum authorized for broadband use (“900 MHz Broadband Spectrum”), with Ameren Corporation (“Ameren”),common stock (the “Ameren Agreements”“Shares”). The Ameren Agreements will enable AmerenMotorola received the Shares by electing to deploy a private LTE networkconvert 500,000 Class B Units (the “Units”) it held in its service territoriesthe Company’s subsidiary, PDV Spectrum Holding Company, LLC (the “Subsidiary”). Motorola acquired the Units in Missouri and Illinois, covering approximately 7.5 million people. Each Ameren Agreement is for a term of up to 40 years, consisting of an initial term of 30 years,September 2014 in connection with a 10-year renewal optionSpectrum Lease Agreement between Motorola and the Subsidiary (the “2014 Motorola Spectrum Agreement”). Under the 2014 Motorola Spectrum Agreement, Motorola leased a portion of the Company’s narrowband spectrum, which was held by the Subsidiary, in consideration for an additional payment. The scheduled prepayments forupfront, fully-paid leasing fee of $7.5 million and a $10.0 million investment in the 30-year initial termsUnits. Motorola had the right at any time to convert its Units into the Shares, representing a conversion price of the Ameren Agreements total $47.7 million, of which $0.3 million was received by the Company in February 2021, $5.4 million in September 2021 and $17.2 million in October 2021. See Note 2 Revenue for further discussion on the Ameren Agreements.

In September 2021, the Company entered into a long-term lease agreement of 900 MHz Broadband Spectrum with Evergy Services, Inc. (“Evergy”), (the “Evergy Agreement”). 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 a term of up to 40 years, comprised of an initial term of 20 years with two 10-year renewal options for additional payments. Prepayment in full of the $30.2 million for the 20-year initial term, which was due and payable within thirty (30) days after execution of the Evergy Agreement, was received by the Company in October 2021. See Note 2 Revenue for further discussion on the Evergy Agreement.

$20.00 per share.

Basis of Presentation and Use of Estimates

The unaudited consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.

Because certain information and footnote disclosures have been condensed or omitted, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021,2022, filed with the SEC on June 15, 2021May 26, 2022 (the “2021“2022 Annual Report”). In the Company’s opinion all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. The Company believes that the disclosures made in the unaudited consolidated interim financial statements are adequate to make the information not misleading. The results of operations for the interim periods presented are not necessarily indicative of the results for the year. The Company is also required to make certain estimates and assumptions that affect the report amounts. These estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the applicable period. Accordingly, actual results could materially differ from those estimates.

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The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, including PDV Spectrum Holding Company, LLC formed in April 2014.subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

9

SummaryTable of Significant Accounting PoliciesContents

Retirement of common stock

From time to time, the Company may acquire its common stock through share repurchases or option exercise swaps and return these shares to authorized and unissued. If the Company elects to retire these shares, the Company’s policy is to allocate a portion of the repurchase price to par value of common stock with the excess over par value allocated to accumulated deficit.

Correction of Immaterial Errors

Stock-based compensation

In connection with preparing its financial statements for the year ended March 31, 2021, the Company determined that it incorrectly presented stock-based compensation in its Consolidated Statement of Operations for the three and nine months ended December 31, 2020.

The Company previously reported stock compensation expense as a separate line item in the Consolidated Statement of Operations. Stock compensation expense should have been included in the same income statement line or lines as the cash compensation paid to the individuals receiving the stock-based awards such as general and administrative costs, product development and sales and support. 

The following table is a comparison of the reported results of operations for the three and nine months ended December 31, 2020, as a result of the correction of immaterial errors (in thousands):

For the Three months ended December 31, 2020

As Originally Reported

Impact of Prior Period Errors

As Revised

Consolidated Statement of Operations

General and administrative*

$

6,344

$

2,462

$

8,806

Product development

1,098

146

1,244

Sales and support

612

64

676

Stock compensation expense

2,672

(2,672)

—

For the Nine months ended December 31, 2020

As Originally Reported

Impact of Prior Period Errors

As Revised

General and administrative*

$

17,685

$

12,641

$

30,326

Product development

2,595

438

3,033

Sales and support

1,904

166

2,070

Stock compensation expense

13,245

(13,245)

—

* General and administrative expense includes the reclassification of restructuring costs. Refer to Reclassifications below for further details.

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Depreciation, disposals and impairments

In connection with preparing its financial statements for the quarter ended December 31, 2021, the Company determined that it understated depreciation and overstated loss on disposal of long-lived assets in its Consolidated Statement of Operations for the ninethree months ended December 31,June 30, 2021.

In March 2021, the Company classified idled assets as Held for Future Use and suspended the depreciation for these assets. The Company determined that the depreciation should have been recognized evenly over the life of the asset without regard to whether the assets have been placed in service or is in use. Additionally, the Company reported disposals of assets that were in-use and misclassified certain disposals as impairments in the Consolidated Statement of Operations for the ninethree months ended December 31,June 30, 2021.

The following table is a comparison of the results of operations for the ninethree months ended December 31,June 30, 2021, as a result of the correction of the immaterial errorserror (in thousands)thousands except per share data):

For the
Three months ended June 30, 2021
Impact of Prior Period Errors
Consolidated Statement of Operations
Depreciation and amortization$60
Impairment of long-lived assets(15)
Loss/(gain) from disposal of long-lived assets15
Net loss60
Net loss per common share basic and diluted0.01

For the Nine months ended December 31, 2021

Impact of Prior Period Errors

Consolidated Statement of Operations

Depreciation and amortization

$

138

Impairment of long-lived assets

(127)

Loss/(gain) from disposal of long-lived assets

35

Net loss

46

Net loss per common share basic and diluted

—

Share retirement

In connection with preparing its financial statements for the quarter ended December 31, 2021, the Company determined that it incorrectly presented additional paid-in capital and accumulated deficit in its Consolidated Balance Sheets and Consolidated Statement of Stockholders’ Equity for the period ended June 30, 2021.

The Company previously reported the retirement of shares from a May 2021 option exercise as a reduction to additional paid-in capital. The retirement of shares should have been reported as an increase to accumulated deficit. This transaction was presented in the stock option exercises line within the Consolidated Statement of Stockholders’ Equity. However, the Company should have reported this transaction in a separate line, retirement of common stock, along with the retirement of shares from the Company’s share repurchase program (refer to Note 7 Stockholders’ Equity for further discussion on the Company’s share repurchase program). Additionally, as a result of this error, the Company incorrectly omitted the sharesshares surrendered from stock option exercises non-cash disclosure.

The following table is a comparison of the reported financial position, changes to stockholders’ equity and cash flows as of December 31,June 30, 2021, as a result of the correction of immaterial errors (in thousands):

For the
period ended June 30, 2021
Impact of Prior Period Errors
Consolidated Balance Sheets
Additional paid-in capital$1,000
Accumulated deficit(1,000)

For the period ended December 31, 2021

Impact of Prior Period Errors

Consolidated Balance Sheets

Additional paid-in capital

$

1,000

Accumulated deficit

(1,000)

For the period ended December 31, 2021

Impact of Prior Period Errors

Number of Shares Common Stock

Additional paid-in capital

Accumulated deficit

Consolidated Statement of Stockholders’ Equity

Stock option exercises

20

$

1,000

$

—

Retirement of common stock

(20)

—

(1,000)

11

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For the period ended June 30, 2021
 Impact of Prior Period Errors
Number of Shares Common StockAdditional paid-in capitalAccumulated deficit
Consolidated Statement of Stockholders’ Equity
Stock option exercises20$1,000$—
Retirement of common stock(20)—(1,000)

Reclassifications

Certain amounts previously reported in the Company’s Consolidated Statement of Operations for prior periods have been reclassified to conform to the presentation within this Quarterly Report on Form 10-Q. The reclassification includes the consolidation of the restructuring costs line into the general and administrative line within the Company’s Consolidated Statement of Operations.

Recently Adopted Accounting Guidance

In December 2019, the Financial Accounting Standard Board (“FASB”) issued Accounting Standard Updated (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes by removing certain exceptions and improving the application of existing guidance. The new guidance is effective for annual and interim periods beginning after December 15, 2020. The adoption of ASU 2019-12 on April 1, 2021 did not have a material effect on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In June 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, and has subsequently modified several areas of the Accounting Standards Codification 326, Financial Instruments – Credit Losses(“ASC 326”), in order to provide additional clarity and improvements. The new standard requires entities to use a Current Expected Credit Loss impairment model based on expected losses rather than incurred losses. Under this model, an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost within the scope of the standard. The entity’s estimate would consider relevant information about past events, current conditions and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses. As the Company was previously a smaller reporting company, the standard updates will bewould have been effective beginning April 2023, however, due to the transition to a large accelerated filer during the 2022 fiscal year, the updates were effective for the Company’sCompany as of the fiscal year beginning April 2023, including interim reporting periods within that fiscal year, although early adoption is permitted.end 2022. The Company is evaluatingadopted the potentialnew standard effective March 31, 2022, and the adoption did not have a material impact that ASC 326 and subsequent modifications may have on its consolidated financial statements.statements and related disclosures.

Other

Recently Issued Accounting Pronouncements
While there have been accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date, these updates are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

2.Revenue

Long-Term Leases of 900 MHz Broadband Spectrum. In December 2020,

The following table provides information regarding the Company entered into its first long-term lease agreement of 900 MHz Broadband Spectrum with Ameren. The Ameren Agreements will enable Ameren to deploy a private LTE network in its service territories in Missouri and Illinois, covering approximately 7.5 million people. Each Ameren Agreement isCompany’s revenue for a term of up to 40 years, consisting of an initial term of 30 years, with a 10-year renewal option for an additional payment. The scheduled prepayments for the 30-year initial termseach of the Ameren Agreements total $47.7 million, of which $0.3 million was received by the Company in February 2021, $5.4 million in September 2021 and $17.2 million in October 2021. The prepayments receivedservices it provides pursuant 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 clearedits spectrum in several metropolitan counties throughout Missouri and Illinois, in accordance with the terms of the Ameren Agreements. The remaining prepayments for the 30-year initial term are due by mid-2026, per the terms of the Ameren Agreements and as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses. The Company is working with incumbents to clear the 900 MHz Broadband Spectrum allocation in Ameren’s service territory. In August 2021, the FCC granted the first 900 MHz broadband licenses to the Company for several counties in Ameren’s service territory, for which the Ameren Agreements were also subsequently approved by the FCC. In accordance with ASC 606, the payments of prepaid fees under the Ameren Agreements will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets and will be recognized ratably as cleared 900 MHz Broadband Spectrum and the associated broadband licenses are delivered by county over the contractual term of approximately 30-years. The Company’s Board approved the Ameren Agreements on April 23, 2021, and Ameren’s board of directors approved the Ameren Agreements on May 6, 2021. The revenue recognizedagreements for the three and nine months ended December 31,June 30, 2022 and 2021 was approximately $202,000.(in thousands):
 Three months ended June 30,
 20222021
Spectrum revenues
900 MHz Broadband Spectrum Revenue
Ameren$153$—
Narrowband Spectrum Revenue
Motorola182182
Total spectrum revenue$335$182

In September 2021,

Refer to the Company 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 is2022 Annual Report for a term of up to 40 years, comprised of an initial term of 20 years with two 10-year renewal options for additional payments. Prepayment in fulldescription of the $30.2 million for the 20-year initial term, which was due and

Company's spectrum revenue agreements.

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Contract Assets

payable within thirty (30) days after execution of the Evergy Agreement, was received by the Company in October 2021. The Evergy 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 Evergy Agreement. The Company is working with incumbents to clear the 900 MHz Broadband Spectrum allocation covered by the Evergy Agreement. Evergy and Anterix obtained all necessary internal approvals prior to executing the Evergy Agreement. The Company expects to recognize revenue from the Evergy Agreement commencing in the first half of fiscal year 2023. In accordance with ASC 606, the payments of prepaid fees under the Evergy Agreement will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets and will be recognized ratably as cleared 900 MHz Broadband Spectrum and the associated broadband licenses are delivered by county over the contractual term of approximately 20-years.

Service Revenue. The Company has historically derived its service revenue from a fixed monthly recurring unit price per user, with 30-day payment terms, for its pdvConnect and TeamConnect service offerings. As a result of the Company’s restructuring efforts, over two transactions in 2018 and 2020, the Company transferred its TeamConnect and pdvConnect businesses to related and third parties with the Company retaining a certain portion of the recurring revenues from these customers (the “Service Revenue Transfer”). The Company did 0t recognize any service revenue for the three and nine months ended December 31, 2021. The Company recognized $53,000 and $193,000, respectively, for the three and nine months ended December 31, 2020.

Narrowband Spectrum Revenue. In September 2014, Motorola paid the Company an upfront, fully paid fee of $7.5 million in order to use a portion of the Company’s narrowband spectrum licenses (the “2014 Motorola spectrum agreement”). The payment of the fee is accounted for as deferred revenue on the Company’s Consolidated Balance Sheets and is recognized ratably as the service is provided over the contractual term of approximately ten years. The revenue recognized for the three and nine months ended December 31, 2021 was approximately $183,000 and $547,000, respectively. The revenue recognized for the three and nine months ended December 31, 2020 was approximately $183,000 and $547,000, respectively.

Contract Assets.The Company recognizes a contract asset for the incremental costs of obtaining a contract with a customer. These costs include sales commissions. These costs are amortized ratably using the portfolio approach over the estimated customer contract period. The Company will review the contract asset on a periodic basis to determine if an impairment exists.exists, and subsequent to the Company’s adoption of ASU 2016-13, will review the contract assets for potential credit loss exposure. If it is determined that there is an impairment, or a potential credit loss, the Company will expense the contract asset will be expensed.asset.

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For the ninethree months ended December 31, 2021,June 30, 2022, the Company incurred commission and stock compensation costs related to activities to obtain its long-term 900 MHz Broadband Spectrum lease agreements amounting to approximately $129,000, $56,000,which was capitalized and will be amortized over the contractual term upon the commencement of the associated agreements.

The following table presents the activity for the Company’s contract assets (in thousands):

Contract Assets

Balance at March 31, 2021

$

381

Additions

129

Amortization

(3)

Impairment

—

Balance at December 31, 2021

507

Less amount classified as current assets - prepaid expenses and other current assets

(104)

Noncurrent assets - included in other assets

$

403

 Contract Assets
Balance at March 31, 2022$638
Additions56
Amortization(3)
Impairment—
Balance at June 30, 2022691
Less amount classified as current assets - prepaid expenses and other current assets(294)
Noncurrent assets - included in other assets$397

Contract liabilities. liabilities
Contract liabilities primarily relate to advance consideration received from customers for spectrum services, for which revenue is recognized over time, as the services are performed. These contract liabilities are recorded as deferred revenue on the balance sheet.

The following table presents the activity for the Company’s contract liabilities (in thousands):

Contract Liabilities

Balance at March 31, 2021

$

2,983

Additions

52,779

Revenue recognized

(749)

Balance at December 31, 2021

55,013

Less amount classified as current liabilities

(1,478)

Noncurrent liabilities

$

53,535

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 Contract Liabilities
Balance at March 31, 2022$54,678
Additions—
Revenue recognized(335)
Balance at June 30, 202254,343
Less amount classified as current liabilities(2,192)
Noncurrent liabilities$52,151

3.    Intangible Assets

Wireless licenses are considered indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization but instead are tested for impairment annually, or more frequently if an event indicates that the asset might be impaired. There were no triggering events indicating impairment during the ninethree months ended December 31, 2021.

June 30, 2022.

During the ninethree months ended December 31, 2021,June 30, 2022, the Company acquired wireless licenses for cash consideration of $12.1$3.1 million, after receiving FCC approval, of which $10.1$2.9 million was spent on licenses acquired, including costs associated with license swaps, by entering into agreements with several third parties in multiple U.S. markets and $2.0$0.2 million was paid to the U.S. Treasury for Anti-Windfall payments, i.e. payments to secure the broadband channels to cover any shortfall of channels needed in a given county to reach the requisite 240 channels to be surrendered to secure a broadband license for such county, for 12 U.S. counties.county. As of December 31, 2021June 30, 2022 and March 31, 2021,2022, the Company recorded initial deposits to incumbents amounting to approximately $5.9$10.7 million and $2.3$8.0 million, respectively, that are refundable if the FCC does not approve the sale, swap or retuning of the spectrum. Of the $5.9$10.7 million initial refundable deposit balance as of December 31, 2021, $5.5June 30, 2022, $10.3 million was included in prepaid expenses and other current assets and the remaining $0.4 million in other assets in the Consolidated Balance Sheets. Of the $2.3$8.0 million initial refundable deposit balance as of March 31, 2021, $1.92022, $7.6 million was included in prepaid expenses and other current assets and the remaining $0.4 million in other assets in the Consolidated Balance Sheets. As of December 31, 2021June 30, 2022 and March 31, 2021,2022, the Company recorded deferred charges of $0.8$4.3 million and $0.4$3.4 million, respectively, related to in-processclosed retuning deals, of which $0.1$0.4 million and $0.2 million was recorded in prepaid expenses and other current assets and $0.7$3.9 million and $0.3$3.1 million, respectively, was recorded in other assets.
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During the ninethree months ended December 31, 2021,June 30, 2022, the Company applied for, and was granted by the FCC, broadband licenses for 12 counties.11 counties in connection with the long-term lease agreement with Evergy. The Company recorded the new broadband licenses collectively at their estimated accounting cost basis of approximately $13.6$0.9 million. In connection with receiving the broadband licenses, the Company disposed of $3.4$0.2 million, related towhich represents the value ascribed to the narrowband licenses it relinquished to the FCC for the same 1211 counties. The total carrying value of narrowband licenses included the cost to acquire the original narrowband licenses, Anti-Windfall payments paid to cover the shortfall in each county and the clearing costs. As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on disposal of intangible assets of $10.2$0.6 million, for the ninethree months ended December 31, 2021.

June 30, 2022.

Intangible assets consist of the following at December 31, 2021 and March 31, 2021activity for the three months ended June 30, 2022 (in thousands):

Wireless Licenses

Balance at March 31, 2021

$

122,117

Acquisitions

12,102

Exchanges – broadband licenses received

13,611

Exchanges – narrowband licenses surrendered

(3,381)

Balance at December 31, 2021

$

144,449

 Wireless Licenses
Balance at March 31, 2022$151,169
Acquisitions3,063
Exchanges – broadband licenses received873
Exchanges – narrowband licenses surrendered(225)
Balance at June 30, 2022$154,880

4.    Related Party Transactions

Refer to the Company’s 20212022 Annual Report for a more complete description of the nature of its related party transactions.transactions prior to March 31, 2022. The following reflects the related party activity during the three and nine months ended December 31, 2021.

June 30, 2022.

In connection with the Service Revenue Transfer, the Company was obligated to pay a monthly service fee for a 24-month period that ended on January 7, 2021, for its assumption of the Company’s support obligations under the transfer agreements. The Company is also obligated to pay a certain portion of the billed revenue received by the Company from pdvConnect customers for a 48-month period. For the three and nine months ended December 31,June 30, 2022 and 2021, the Company incurred costspayments of $15,000 and $45,000, respectively. For the three and nine months ended December 31, 2020, the Company incurred costs of $176,000 and $529,000,$15,000, respectively. As of DecemberJune 30, 2022 and March 31, 2021,2022, the Company did 0tnot have any outstanding liabilities to the related parties associated with the Service Revenue Transfer. As of March 31, 2021,service transfer.
In connection with the 2014 Motorola Spectrum Agreement, the Company owed $32,000has the ability to these parties.

Thepurchase equipment from Motorola while also leasing the Company’s narrowband spectrum. During the three months ended June 30, 2022 and 2021, respectively, the Company did 0tnot purchase any equipment from Motorola under the terms of the 2014 Motorola spectrum agreement for the three and nine months ended December 31, 2021 and 2020, respectively. The revenue recognized for the three and nine months ended December 31, 2021 was approximately $183,000 and $547,000, respectively. The revenue recognized for the three and nine months ended December 31, 2020 was approximately $183,000 and $547,000, respectively. this agreement. As of December 31, 2021June 30, 2022 and March 31, 2021,2022, the Company owed $120,000 to Motorola at the end of each period.

period, unrelated to the 2014 Motorola Spectrum Agreement.

During 2020, the Company entered into a consulting agreement with Rachelle B. Chong under which Ms. Chong will serve as a Senior Advisor to the Company’s management team, subsequent to her resignation from the Company’s Board and as a member

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of the Board’s Nominating and Corporate Governance Committee. DuringThe Company extended the agreement by an additional twelve (12) months with a new termination date of May 14, 2023. For the three and nine months ended December 31,June 30, 2022 and 2021, the Company incurred $36,000 and $108,000 in consulting fees to Ms. Chong respectively. During the three and nine months ended December 31, 2020,in each period. As of June 30, 2022, the Company incurred $36,000 and $96,000 in consulting feesowed $24,000 to Ms. Chong, respectively.Chong. As of December 31, 2021 and March 31, 2021,2022, the Company did 0t owenot have any outstanding liabilities to Ms. Chong fees for consulting services.Chong.


During 2020, the Company entered into an annual consulting agreement with Brian D. McAuley under which Mr. McAuley will serve as a Senior Advisor to the Company’s management team and provide strategic, corporate governance and Board advisory services, subsequent to his resignation as Executive Chairman of the Board. The Consulting Agreement was effective as of September 2, 2020, with an original expiration date of September 1, 2021. The Company extended the agreement by an additional twelve (12)twenty four (24) months with a new termination date of September 1, 2022.2023. For the three and nine months ended December 31,June 30, 2022 and 2021, the Company incurred approximately $10,000 and $30,000, respectively, in consulting fees to Mr. McAuley. For the three and nine months ended December 31, 2020, the Company incurred approximately $10,000each period, in consulting fees to Mr. McAuley. As of December 31, 2021, the Company owed $40,000 to Mr. McAuley. As ofJune 30, 2022 and March 31, 2021,2022, the Company did 0tnot have any outstanding liabilities to Mr. McAuley.

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5.    Leases

Leases

Substantially all of the leases in which the Company is the lessee are comprised of corporate office space and tower space. The Company is 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 10-year lease extensionextensions for its corporate headquarters.headquarters ranging from three to ten years. The Company entered into multiple lease agreements for tower space. The lease expiration dates range from January 29,July 31, 2022 to April 30, 2028.


Substantially all of the Company’s leases are classified as operating leases, and as such, were previously not recognized on the Company’s Consolidated Balance Sheet. With the adoption of ASC 842, operating lease agreements are required to be recognized on the Consolidated Balance Sheet as right of use (“ROU”) assets and corresponding lease liabilities.

ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. EachThe lease termterms may include an optional extension,options to extend or reduction in term by termination,terminate the lease if the Companyit is reasonably certain that itthe Company will exercise that option.

Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:

Nine months ended December 31,

 Three months ended June 30,

2021

2020

 20222021

Weighted average term - operating lease liabilities

3.78 years

4.51 years

Weighted average term - operating lease liabilities3.37 years4.24 years

Weighted average incremental borrowing rate - operating lease liabilities

13%

13%

Weighted average incremental borrowing rate - operating lease liabilities13%13%

Rent expense amounted to approximately $0.5 million and $1.5$0.5 million, respectively, for the three and nine months ended December 31,June 30, 2022 and 2021, and areof which is included in general and administrative expenses in the Consolidated StatementsStatement of Operations.Rent expense amounted to approximately $0.7 million for the three months ended December 31, 2020, of which approximately $0.4 million was included in direct cost of revenue and the remainder of approximately $0.3 million was included in general and administrative expenses in the Consolidated Statements of Operations. Rent expense amounted to approximately $2.0 million for the nine months ended December 31, 2020, of which approximately $1.2 million was included in direct cost of revenue and the remainder of approximately $0.8 million was included in general and administrative expenses in the Consolidated Statements of Operations.

In June 2020, the Company terminated an operating tower space lease early resulting in a non-cash reduction in ROU assets by $19,000, reduction in operating lease liabilities by $20,000 and gain in disposal of long-lived asset by $1,000.


‎

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The following table presents net lease cost for the three and nine months ended December 31,June 30, 2022 and 2021 and 2020 (in thousands):

Three months ended December 31,

Nine months ended December 31,

 Three months ended June 30,

2021

2020

2021

2020

 20222021

Lease cost

Lease cost

Operating lease cost (cost resulting from lease payments)

$

485

$

619

$

1,493

$

1,890

Operating lease cost (cost resulting from lease payments)$449$513

Short term lease cost

3

50

13

93

Short term lease cost44

Sublease income

—

—

—

(6)

Net lease cost

$

488

$

669

$

1,506

$

1,977

Net lease cost$453$517

The following table presents supplemental cash flow and non-cash activity information for the ninethree months ended December 31,June 30, 2022 and 2021 and 2020 (in thousands):
 Three months ended June 30,
 20222021
Cash paid activity:
Operating lease - operating cash flows (fixed payments)$543$587
Operating lease - operating cash flows (liability reduction)$327$377
Non-cash activity:
Right of use assets obtained in exchange for new operating lease liabilities$50$66
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Nine months ended December 31,

2021

2020

Operating cash flow information:

Operating lease - operating cash flows (fixed payments)

$

1,719

$

2,096

Operating lease - operating cash flows (liability reduction)

$

1,087

$

1,289

Non-cash activity:

Right of use assets obtained in exchange for new operating lease liabilities

$

78

$

77

The following table presents supplemental balance sheet information as of December 31, 2021June 30, 2022 and March 31, 20212022 (in thousands):

December 31, 2021

March 31, 2021

 June 30, 2022March 31, 2022

Non-current assets - right of use assets, net

$

4,256

$

5,100

Non-current assets - right of use assets, net$3,809$4,047

Current liabilities - operating lease liabilities

$

1,450

$

1,470

Current liabilities - operating lease liabilities$1,571$1,512

Non-current liabilities - operating lease liabilities

$

4,534

$

5,601

Non-current liabilities - operating lease liabilities$3,791$4,177

Future minimum payments under non-cancelable leases for office and tower spaces (exclusive of real estate tax, utilities, maintenance and other costs borne by the Company), for the remaining terms of the leases following the ninethree months ended December 31, 2021,June 30, 2022, are as follows (in thousands):

Operating

Fiscal Year

Leases

Fiscal Year
Operating
Leases

2022 (excluding the nine months ended December 31, 2021)

$

541

2023

2,106

2023 (excluding the three months ended June 30, 2022)2023 (excluding the three months ended June 30, 2022)$1,615

2024

1,955

20241,999

2025

1,554

20251,565

2026

866

2026871

After 2026

596

20272027464
After 2027After 2027129

Total future minimum lease payments

7,618

Total future minimum lease payments6,643

Amount representing interest

(1,634)

Amount representing interest(1,281)

Present value of net future minimum lease payments

$

5,984

Present value of net future minimum lease payments$5,362

6.    Income Taxes

The Company’s net operating losses (“NOLs”) generated after March 31, 2018 may be used as an indefinite-lived asset to offset its deferred tax liability but limited to 80% of future taxable income. The deferred tax liabilities as of December 31, 2021June 30, 2022 are approximately $2.1$2.4 million for federal and $1.8$2.0 million for state.

For the year ended March 31, 2021,2022, the Company had federal and state NOL carryforwards of approximately $266.1$330.7 million and $156.1$191.8 million, respectively. Of these federal and state NOLs, approximately $125.1$90.3 million and $123.2$154.5 million respectively, are expiring in various amounts from 20212023 through 2041.2038. The remaining federal and state NOLs of approximately $140.9$240.4 million and $32.9$37.3 million, respectively, have an indefinite life but the federal NOLs may only offset 80% of taxable income when used.

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For the ninethree months ended December 31, 2021,June 30, 2022, the Company incurred federal and state net operating losses of approximately $53.1$16.2 million and $34.5$9.7 million, respectively, to offset future taxable income, of which $63.8$18.2 million can be carried forward indefinitely but can only offset 80% of taxable income when used.

The Company used a discrete effective tax rate method to calculate taxes for the three and nine months ended December 31, 2021.June 30, 2022. The Company determined that applying an estimate of the annual effective tax rate would not provide a reasonable estimate as small changes in estimated “ordinary” loss would result in significant changes in the estimated annual effective tax rate. Accordingly, for the three and nine months ended December 31, 2021,June 30, 2022, the Company recorded a total deferred tax expense of $0.4$0.2 million and $0.7 million, respectively, due to the inability to use some portion of federal and state NOL carryforwards against the deferred tax liability created by amortization of indefinite-lived intangibles.

7.Stockholders’ Equity

The Company established the 2014 Stock Plan (the “2014 Stock Plan”) to attract, retain and reward individuals who contribute to the achievement of the Company’s goals and objectives. This 2014 Stock Plan superseded previous stock plans.
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The Board has reserved 5,027,201 shares of common stock for issuance under the 2014 Stock Plan as of December 31, 2021,June 30, 2022, of which 1,220,808775,332 shares are available for future issuance. Historically, the number of shares reserved under the 2014 Stock Plan were increased, based on Board approval, each January 1 through January 1, 2024 by an amount equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) a lesser amount determined by the Board (the “evergreen provision”). Effective January 1, 2021, the Board elected to increase the shares authorized under the 2014 Stock Plan by 879,216 shares, which represented 5% of the of the Company’s common stock issued and outstanding as of December 31, 2020. On June 15,14, 2021, the Compensation Committee of the Board approved Amendment No. 1 to 2014 Stock Plan to eliminate the evergreen provision for all future years (i.e., January 1, 2022 through January 1, 2024).

During the ninethree months ended December 31, 2021June 30, 2022 and the year ended March 31, 2021,2022, a total of 914,730122,624 and 485,193979,320 shares, respectively, were issued in connection with the vesting, conversion and or exercisingexercise of grants under the Company’s 2014 Stock Plan.

Share retirement

In May 2021, the Company reacquired 20,132 shares when a participant surrendered already-owned shares of the Company’s common stock to cover the exercise price of an outstanding stock option exercised by the participant. The 20,132 shares surrendered were constructively retired by the Company as of June 30, 2021, which resulted in the non-cash reduction of approximately $1.0 million in additional paid in capitalaccumulated deficit in the Consolidated Statement of Stockholders’ Equity. As discussed in Note 1 Nature of Operations and Basis of Presentation, the Company has reclassified the reduction to additional paid in capital to accumulated deficit and presented this as a correction of an error.

Share repurchase program

On

In September 29, 2021, the Company’s Board authorized a share repurchase program (the “share repurchase program”) pursuant to which the Company may repurchase up to $50.0 million of the Company’s common stock on or before September 29, 2023. The manner, timing and amount of any share repurchases will be determined by the Company 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 the Company 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 Securities Exchange Act of 1934.

1934, as amended.

The following table presents the share repurchase activity for the three and nine months ended December 31,June 30, 2022 and 2021 and 2020 (in thousands, except per share data):

Three months ended December 31,

Nine months ended December 31,

 Three months ended June 30,

2021

2020

2021

2020

 20222021

Number of shares repurchased

200

—

200

—

Number of shares repurchased56—

Average price paid per share*

$

60.02

$

—

$

60.02

$

—

Average price paid per share*$49.70$—

Total cost to repurchase

$

11,993

$

—

$

11,993

$

—

Total cost to repurchase$2,725$—

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

Motorola Shares
On September 15, 2014, Motorola invested $10.0 million to purchase 500,000 Class B Units of the Company’s Subsidiary (at a price equal to $20.00 per unit). The Company owns 100% of the Class A Units in the Subsidiary. Motorola had the right at any time to convert its 500,000 Class B Units into 500,000 shares of the Company’s common stock and on May 18, 2022, Motorola exercised such right to convert its 500,000 Class B Units into 500,000 shares of the Company’s common stock. On June 30, 2022, the Company filed a Registration Statement on Form S-3 to register the 500,000 shares of the Company’s Common Stock held by Motorola for the resale or other disposition of such shares by Motorola (the “Resale Registration Statement”). The Resale Registration Statement was declared effective by the SEC on July 15, 2022.

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8.Net Loss Per Share of Common Stock

Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. For purposes of the diluted net loss per share calculation, preferred stock, stock options, restricted stock and warrants are considered to be potentially dilutive securities. Because the Company has reported a net loss for the three and nine months ended December 31,June 30, 2022 and 2021, and 2020, respectively, diluted net loss per common share is the same as basic net loss per common share for those periods.

Common stock equivalents resulting from potentially dilutive securities approximated 1,410,000503,000 and 1,402,0001,488,000 at December 31,June 30, 2022 and 2021, and 2020, respectively, and have not been included in the dilutive weighted average shares of common stock outstanding, as their effects are anti-dilutive.

9.Contingencies

Contingent Liability

In February 2021, the Company entered into an agreement with SDG&E to providesell 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 “SD&E Agreement”).million. The SDG&E Agreement will support SDG&E’s deployment of a private LTE network for its California service territory, with a population of approximately 3.6 million people. Delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses by county to SDG&E is expected to commence in fiscal year 2023 and 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 the Company delivers 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, including reduced payment amounts and/or refund of amounts paid, and termination rights, if a party fails to perform its contractual obligations.

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

As the Company is required to refund the initial payment in the event of termination or non-delivery of the 900 MHz Broadband Spectrum, it recorded $20.0 million for the upfront payment received from SDG&E in February2021 as contingent liability in the Consolidated Balance Sheet as of March31, 2021.2022. There were 0no changes to the contingent liability incurred for the quarter ended December 31, 2021.

June 30, 2022.

Litigation

From time to time, the Company may be involved in litigation that arises from the ordinary operations of the business, such as contractual or employment disputes or other general actions. The Company is not involved in any material legal proceedings at this time.

COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic and COVID-19 continues to cause significant disruptions throughout the United States.world. The ultimate extent of the impact of COVID-19 on future financial performance of the Company will depend on ongoing developments, all of which remain uncertain and cannot be predicted. The Company continues to closely monitor the risks posed by COVID-19 and adjustadjusts its practices accordingly.

In December 2020, the Company deferred payroll taxes under the Coronavirus Aid Relief and Economic Security Act, which was signed into law on March 27, 2020. The deferral amounted to approximately $0.3 million, which has assisted the Company in managing the financial impact caused by the pandemic. Of the total deferred, approximately $0.2 million was remitted to the IRS during Fiscal 2022, with the remaining amount due by December 31, 2022.
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10.Concentrations of Credit Risk

Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and trade accounts receivable.

cash equivalents. The cash balance at times may exceed federally insured limits, however, the Company places its cash and temporary cash investments with financial institutions for which credit loss is not anticipated.

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11.Business Concentrations

For the three and nine months ended December 31,June 30, 2022 and 2021, the Company’s operating revenue was entirely from upfront, fully paid fees received from Motorola and Ameren, as discussed in Note 2 Revenue. For the three and nine months ended December 31, 2020, the Company had 1 Tier 1 domestic carrier and one reseller, both related to the pdvConnect and Team Connect businesses, that accounted for approximately 20% and 21% of total operating revenues, respectively.

As of DecemberJune 30, 2022 and March 31, 2021,2022, the Company does 0tnot have an outstanding accounts receivable balance. As of March 31, 2021, the Company had 1 Tier 1 domestic carrier that accounted for the entire total accounts receivable. 


‎

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ItemItem 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis of the financial condition and results of operations of Anterix Inc. (“Anterix,” the “Company”, “we”, “us”, or “our”) should be read in conjunction with our financial statements and notes thereto included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) and the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 31, 2021,2022, filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2021May 26, 2022 (the “2021“2022 Annual Report”). In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors including, but not limited to, those identified or referenced in “Item 1A—Risk Factors” in Part II of this Quarterly Report. As a result, investors are urged not to place undue reliance on any forward-looking statements. Except to the limited extent required by applicable law, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

Overview

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, technologies and solutions. We are the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940(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, with a focus on pursuing licenses in those counties in which we believe we have near-term commercial opportunities.FCC. At the same time, we are pursuing opportunities to lease the broadband spectrum for which these broadband licenses are securedwe secure to our targeted utility and critical infrastructure customers.

We were originally incorporated in California in 1997 and reincorporated in Delaware in 2014. In November 2015, we changed our name from Pacific DataVision, Inc. to pdvWireless, Inc. In August 2019, we changed our name from pdvWireless, Inc. to Anterix Inc. We maintain offices in Woodland Park, New Jersey, McLean, Virginia and McLean, Virginia.

Abilene, Texas.

Refer to our 20212022 Annual Report for a more complete description of the nature of our business, including details regarding the securingprocess and costs ofto secure our broadband licenses.

Business Developments

In December 2020,

On May 18, 2022, we entered intoissued Motorola 500,000 shares of our first long-term lease agreement of 900 MHz spectrum authorized for broadband use, with Ameren Corporation. The Ameren Agreements will enable Amerencommon stock (the “Shares”). Motorola received the common stock by electing to deploy a private LTE networkconvert 500,000 Class B Units (the “Units”) it held in its service territoriesour subsidiary, PDV Spectrum Holding Company, LLC (the “Subsidiary”). Motorola acquired the Units in Missouri and Illinois, covering approximately 7.5 million people. Each Ameren Agreement is for a term of up to 40 years, consisting of an initial term of 30 years,September 2014 in connection with a 10-year renewal optionSpectrum Lease Agreement between Motorola and our Subsidiary (the “2014 Motorola Spectrum Agreement”). Under the 2014 Motorola Spectrum Agreement, Motorola leased a portion of our narrowband spectrum, which was held by our Subsidiary, in consideration for an additional payment. The scheduled prepayments for the 30-year initial termsupfront, fully-paid leasing fee of the Ameren Agreements total $47.7$7.5 million of which $0.3and a $10.0 million was received in February 2021, $5.4 million in September 2021 and $17.2 million in October 2021. See Note 2 Revenueinvestment in the NotesUnits. On June 30, 2022, we filed a Registration Statement on Form S-3 to register the Unaudited Consolidated Financial Statements contained within this Quarterly Report500,000 shares of our common stock held by Motorola for further discussion on the Ameren Agreement.

In September 2021, we entered into a long-term lease agreement of 900 MHz Broadband Spectrum with Evergy Services, Inc.resale or other disposition by Motorola (the “Resale Registration Statement”). The Evergy service territories coveredResale Registration Statement was declared effective by the Evergy Agreement are in Kansas and Missouri with a population of approximately 3.9 million people. The Evergy Agreement is for a term of up to 40 years, comprised of an initial term of 20 years with two 10-year renewal options for additional payments. Prepayment in full of the $30.2 million for the 20-year initial term, which was due and payable within thirty (30) days after execution of the Evergy Agreement, was received in October 2021. See Note 2 Revenue in the Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report for further discussionSEC on the Evergy Agreement.


‎

July 15, 2022.

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Results of Operations

Comparison of the three and nine months ended December 31,June 30, 2022 and 2021 and 2020

The following tables set forth our results of operations for the three and nine months ended December 31,June 30, 2022 (“Fiscal 2023”) and 2021 (“Fiscal 2022”) and 2020 (“Fiscal 2021”). The period-to-period comparison of financial results is not necessarily indicative of the financial results we will achieveto be achieved in future periods.
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OperatingSpectrum revenues

Three months ended December 31,

Aggregate Change

Nine months ended December 31,

Aggregate Change

(in thousands)

2021

2020

2021 from 2020

2021

2020

2021 from 2020

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Service revenue

$

—

$

53

$

(53)

-100%

$

—

$

193

$

(193)

-100%

Spectrum lease revenue

385

183

202

110%

749

547

202

37%

Total operating revenues

$

385

$

236

$

149

63%

$

749

$

740

$

9

1%

 Three months ended June 30,Aggregate Change
(in thousands)202220212022 from 2021
 (Unaudited)(Unaudited)   
Spectrum revenues$335 $182 $153 84 %

Operating

Spectrum revenues increased by $0.2 million, or 63%84%, to $0.4$0.3 million for the three months ended December 31, 2021June 30, 2022 from $0.2 million for the three months ended December 31, 2020. For the nine months ended December 31, 2021, operating revenue remained insignificant and relatively flat as compared to the nine months ended December 31, 2020.June 30, 2021. The increase in our spectrum lease revenue was attributable to revenue recognized in connection with theour agreements with Ameren Agreements of approximately $0.2 million for the current quarter. The decrease in our service revenues was attributable to the transfer of our TeamConnect customers as part of our restructuring efforts as discussed in Note 2 Revenue in the Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report, as well as the loss of customers in our historical pdvConnect business.

Operating expenses

Three months ended December 31,

Aggregate Change

Nine months ended December 31,

Aggregate Change

 Three months ended June 30,Aggregate Change

(in thousands)

2021

2020

2021 from 2020

2021

2020

2021 from 2020

(in thousands)202220212022 from 2021

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

 (Unaudited)(Unaudited)   

Direct cost of revenue (exclusive of depreciation and amortization)

$

5

$

543

$

(538)

-99%

$

5

$

1,606

$

(1,601)

-100%

General and administrative

10,219

8,806

1,413

16%

29,774

30,326

(552)

-2%

General and administrative$11,359$9,730$1,62917 %

Sales and support

1,263

676

587

87%

3,311

2,070

1,241

60%

Sales and support1,2361,05518117 %

Product development

893

1,244

(351)

-28%

2,826

3,033

(207)

-7%

Product development1,0961,00393 9 %

Depreciation and amortization

323

1,020

(697)

-68%

996

3,418

(2,422)

-71%

Depreciation and amortization36233824 7 %

Impairment of long-lived assets

—

11

(11)

-100%

—

40

(40)

-100%

Total operating expenses

$

12,703

$

12,300

$

403

3%

$

36,912

$

40,493

$

(3,581)

-9%

Operating expensesOperating expenses$14,053$12,126$1,92716 %

Direct cost of revenue. Direct cost of revenue decreased

General and administrative expenses
General and administrative expenses increased by $0.5$1.6 million, or 99%17%, to $5,000 for the three months ended December 31, 2021 from $0.5$11.4 million for the three months ended December 31, 2020. For the nineJune 30, 2022 from $9.7 million for three months ended December 31, 2021, direct cost of revenue decreased by $1.6 million, or 100%, to $5,000 from $1.6 millionJune 30, 2021. The increase for the ninethree months ended December 31, 2020. The decreases in the three and nine months ended December 31, 2021June 30, 2022 of $1.6 million, primarily resulted from lower$0.8 million in higher stock compensation expense due to additional grants awarded in May 2022, $0.1 million in higher headcount and related costs, $0.2 million higher recruiting costs, $0.1 million higher travel and meeting costs, and $0.3 million higher professional services.
Sales and support costs related to the transfer of pdvConnect customers as a part of our restructuring efforts as discussed in Note 2 Revenue in the Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report.

Generalexpenses

Sales and administrative expenses. General and administrativesupport expenses increased by $1.4$0.2 million, or 16%17%, to $10.2$1.2 million for the three months ended December 31, 2021June 30, 2022 from $8.8$1.1 million for three months ended December 31, 2020. For the nine months ended December 31, 2021, general and administrative expenses decreased by $0.6 million, or 2%, to $29.8 million from $30.3 million for nine months ended December 31, 2020. The increase of $1.4 million for the three months ended December 31, 2021 primarily resulted from $0.6 million in higher headcount and professional service costs and $0.8 million in higher stock compensation expense. The decrease of $0.6 million for the nine months ended December 31, 2021 primarily resulted from a $3.6 million decrease in stock compensation expense offset by a $3.0 million increase in headcount and professional service costs.

Sales and support expenses. Sales and support expenses increased by $0.6 million, or 87%, to $1.3 million for the three months ended December 31, 2021 from $0.7 million for three months ended December 31, 2020. For the nine months ended December 31, 2021, sales and support expenses increased by $1.2 million, or 60%, to $3.3 million from $2.1 million for the nine months ended

21

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December 31, 2020.June 30, 2021. The increase in the three months ended December 31, 2021June 30, 2022, primarily resulted from a $0.3$0.2 million higher marketing costs, $0.1 million increase in headcount and related costs, $0.2 million higher marketing costs and $0.1 million in higher stock compensation expense. The increase in the nine months ended December 31, 2021 primarily resulted from a $0.7 million increase in headcounttravel and relatedmeeting costs, $0.3 million in higher marketing costs andpartially offset by $0.2 million in higher stock compensation expense.

lower consulting fees.

Product development expenses.expenses
Product development expenses decreasedincreased by $0.4$0.1 million, or 28%9%, to $0.9$1.1 million for the three months ended December 31, 2021June 30, 2022 from $1.2$1.0 million for three months ended December 31, 2020. For the nine months ended December 31, 2021, product development expenses decreased by $0.2 million, or 7%, to $2.8 million from $3.0 million for the nine months ended December 31, 2020.June 30, 2021. The decreaseincrease in the three months ended December 31, 2021June 30, 2022, primarily resulted from $0.4 million in lowerhigher consulting costs. The decrease in the nine months ended December 31, 2021 primarily resulted from a $0.2 million decrease in consulting costs.

Depreciation and amortization. amortization
Depreciation and amortization decreased by $0.7 million, or 68% to $0.3 millionexpenses remained relatively flat for the three months ended December 31, 2021 from $1.0 million forJune 30, 2022 as compared to the three months ended December 31, 2020. For the nine months ended December 31, 2021, depreciation and amortization decreased by $2.4 million, or 71%, to $1.0 million from $3.4 million for the nine months ended December 31, 2020. The decrease for both the three and nine months ended December 31, 2021 was due to the change in the useful life for our market network sites during Fiscal 2020 that resulted in higher depreciation expense for the three and nine months ended December 31, 2020. Market network site assets for our historical business were fully depreciated by December 31, 2020.

Impairment of long-lived assets. Impairment of long-lived assets decreased by $11,000 to $0 for the three months ended December 31, 2021 from $11,000 for the three months ended December 31, 2020. Impairment of long-lived assets decreased by $40,000 to $0 for the nine months ended December 31, 2021 from $40,000 for the nine months ended months ended December 31, 2020. The decrease for both the three and nine months ended December 31, 2021 resulted from no non-cash impairment charges recorded in the three and nine months ended December 31,June 30, 2021.

(Gain)/loss from disposal of intangible assets, net
 Three months ended June 30,Aggregate Change
(in thousands)202220212022 from 2021
 (Unaudited)(Unaudited)
(Gain)/loss from disposal of intangible assets, net$(648)$— $(648)100 %
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Three months ended December 31,

Aggregate Change

Nine months ended December 31,

Aggregate Change

(in thousands)

2021

2020

2021 from 2020

2021

2020

2021 from 2020

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

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

$

—

$

—

$

—

0%

$

(10,230)

$

3,849

$

(14,079)

-366%

During the ninethree months ended December 31, 2021,June 30, 2022, we exchanged our narrowband licenses for broadband licenses in 1211 counties. In connection with the exchange, we recorded an estimated accounting cost basis of $13.6$0.9 million for the new broadband licenses and disposed of $3.4$0.2 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 1211 counties. As a result, we recorded a $10.2$0.6 million gain from disposal of the intangible assets in theour Consolidated Statements of Operations for the ninethree months ended December 31, 2021.June 30, 2022. There were no exchanges in the three months ended December 31,June 30, 2021. Refer to Note 3 Intangibles in the Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report for further discussion on the exchanges.

For the nine months ended December 31, 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 in the Consolidated Statements of Operations for the nine months ended December 31, 2020.

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, of which we previously received $0.6 million as a refundable deposit when the agreement was executed in Fiscal 2018 and we were entitled to receive the remaining $0.6 million upon receipt of FCC approval and closing of the agreement in September 2020. 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 in the Consolidated Statement of Operations when the deal closed in September 2020.

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Loss from disposal of long-lived assets, net

Three months ended December 31,

Aggregate Change

Nine months ended December 31,

Aggregate Change

Three months ended June 30,Aggregate Change

(in thousands)

2021

2020

2021 from 2020

2021

2020

2021 from 2020

(in thousands)202220212022 from 2021

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)(Unaudited)

Loss/(gain) from disposal of long-lived assets, net

$

57

$

—

$

57

100%

$

111

$

(6)

$

117

-1950%

Loss from disposal of long-lived assets, netLoss from disposal of long-lived assets, net$2 $18 $(16)(89)%

Loss on disposal of long-lived assets, net decreased a modest amount for the three and nine months ended December 31, 2021 resulted fromJune 30, 2022 as compared to the disposals of network site equipment.

three months ended June 30, 2021.

Interest income

Three months ended December 31,

Aggregate Change

Nine months ended December 31,

Aggregate Change

 Three months ended June 30,Aggregate Change

(in thousands)

2021

2020

2021 from 2020

2021

2020

2021 from 2020

(in thousands)202220212022 from 2021

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

 (Unaudited)(Unaudited)

Interest income

$

9

$

27

$

(18)

-67%

$

55

$

99

$

(44)

-44%

Interest income$17 $26 $(9)-35 %

Interest income decreased a modest amount during the three and nine months ended December 31, 2021June 30, 2022 as compared to the three and nine months ended December 31, 2020.

June 30, 2021.

Other income

Three months ended December 31,

Aggregate Change

Nine months ended December 31,

Aggregate Change

Three months ended June 30,Aggregate Change

(in thousands)

2021

2020

2021 from 2020

2021

2020

2021 from 2020

(in thousands)202220212022 from 2021

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)(Unaudited)

Other income

$

63

$

110

$

(47)

-43%

$

197

$

332

$

(135)

-41%

Other income$59 $72 $(13)-18 %

Other income decreased a modest amount during the three and nine months ended December 31, 2021June 30, 2022 as compared to the three and nine months ended December 31, 2020.

Loss on equity method investment

June 30, 2021.

Three months ended December 31,

Aggregate Change

Nine months ended December 31,

Aggregate Change

(in thousands)

2021

2020

2021 from 2020

2021

2020

2021 from 2020

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

Loss on equity method investment

$

—

$

(7)

$

7

-100%

$

—

$

(23)

$

23

-100%

The loss on equity method investment for the three and nine months ended December 31, 2020 relates to the 19.5% ownership interest in TeamConnect LLC that we acquired in connection with the transfer of our historical business.

Income tax expense

Three months ended December 31,

Aggregate Change

Nine months ended December 31,

Aggregate Change

 Three months ended June 30,Aggregate Change

(in thousands)

2021

2020

2021 from 2020

2021

2020

2021 from 2020

(in thousands)202220212022 from 2021

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

 (Unaudited)(Unaudited)

Income tax expense

$

412

$

155

$

257

166%

$

710

$

311

$

399

128%

Income tax expense$200 $146 $54 37 %

For the three and nine months ended December 31, 2021,June 30, 2022, we recorded a total deferred tax expense of $0.4$0.2 million, and $0.7 million, respectively, due to the inability to use some portion of federal and state NOL carryforwards against the deferred tax liability created by amortization of indefinite-lived intangibles.

On March 27, 2020, the Coronavirus Aid Relief and Economic Security (“CARES”) Act was signed into law. The new CARES Act modified Section 172(b)(1)(A) of the Internal Revenue Code to state that NOL arising in a taxable year beginning before January 1, 2018, is carried forward 20 years provided that a carryback claim is not affected. From this adjusted provision, our March 31, 2018 NOL carryforward changed from an indefinite life to a 20-year life. We used a discrete effective tax rate method to calculate taxes for the three and nine months ended December 31, 2020.June 30, 2021. We determined that applying an estimate of the annual effective tax rate would

23

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not provide a reasonable estimate as small changes in estimated “ordinary” loss would

21
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result in significant changes in the estimated annual effective tax rate. Accordingly, for the three and nine months ended December 31, 2020,June 30, 2021, we recorded a total deferred tax expense of $0.1 million, and $0.3 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.

Liquidity and Capital Resources

At December 31, 2021,June 30, 2022, we had cash and cash equivalents of $127.8$86.5 million.

We believe our cash and cash equivalents on hand will be sufficient to meet our financial obligations through at least 12 months from the next 12 months. Ourdate of this Quarterly Report. As noted above, our future capital requirements will depend on a number of factors, including among others, the costs and timing of securing broadband licenses, including our spectrum retuning activities, spectrum acquisitions and the Anti-Windfall Payments to the U.S. Treasury, and our operating activities, and any revenuescash proceeds we generate through our commercialization activities.activities and our ability to timely deliver broadband licenses to our customers in accordance with our contractual obligations. We will 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 COVID-19 pandemic and its impact on our Company or our targeted customers, the potential negative financial impact to our results of operations and financial condition cannot be reasonably estimated. We are actively managing theour business to maintain our cash flow and believe that we currently have adequate liquidity. To implement our business plans and initiatives, however, we may need to raise additional capital. We cannot predict with certainty the exact amount or timing for any future capital raises. See “Risk Factors” in Item 1A of Part II of this Quarterly 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, including pursuant to our Shelf Registration Statement (as defined below), 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.

Cash Flows from Operating, Investing and Financing Activities

Nine months ended December 31,

(in thousands)

2021

2020

(Unaudited)

(Unaudited)

Net cash provided by (used in) operating activities

$

27,037

$

(20,669)

Net cash used in investing activities

$

(16,282)

$

(11,116)

Net cash (used in) provided by financing activities

$

(529)

$

2,818

Net cash provided by (used in) operating activities. Net cash provided by operating activities was $27.0 million for the nine months ended December 31, 2021, as compared to net cash used in operating activities of $20.7 million for the nine months ended December 31, 2020. The majority of net cash provided by operating activities during the nine months ended December 31, 2021 resulted from deferred revenue of $52.0 million and non-cash adjustments to net loss of $1.6 million (primarily attributable to stock compensation expense of $10.0 million, partially offset by gain on disposal of intangible assets of $10.2 million), partially offset by a net loss of $26.5 million. The majority of net cash used in operating activities during the nine months ended December 31, 2020 resulted from our net loss of $43.5 million, partially offset by non-cash adjustments to net loss of $20.9 million (primarily attributable to stock compensation expense of $13.2 million, net loss from disposal of intangible assets of $3.8 million and depreciation of $3.4 million).

The increase in deferred revenue is mainly due to an additional $52.8 million in proceeds from our 900 MHz Broadband Spectrum customer prepayments during fiscal year 2022.

Net cash used in investing activities. For the nine months ended December 31, 2021 and 2020, net cash used in investing activities was $16.3 million and $11.1 million, respectively, primarily to acquire wireless licenses in markets across the United States.

Net cash (used in) provided by financing activities. Net cash used in financing activities was $0.5 million for the nine months ended December 31, 2021, as compared to net cash provided by financing activities of $2.8 million for the nine months ended December 31, 2020. For the nine months ended December 31, 2021, net cash used in financing activities was primarily from the repurchase of treasury shares of $12.0 million, partially offset by the proceeds from stock option exercises of $12.9 million, net of payments of withholding tax on net issuance of restricted stock of $1.5 million. For the nine months ended December 31, 2020, net cash provided by financing activities was from the proceeds from stock option exercises.

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Capital Requirements

We are now engaged in qualifying for and securing broadband licenses from the FCC pursuant to the Report and Order. At the same time, our sales and marketing departments are pursuing opportunities to lease the broadband licenses we secure to our targeted utility and critical infrastructure customers. Our future capital requirements will depend on many factors, including: 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, Covered Incumbents and the costs of paying Anti-Windfall Payments to the U.S. Treasury; costs related to the commercializing of our spectrum assets; and our ability to sign customer contracts and generate revenues from the license or transfer of any broadband licenses we secure; the terms and conditions of any customer contracts, including the timing of payments; the costs associated with expanding our business development, sales and marketing organization; and our ability to control our operating expenses.

On April 3, 2020, we filed a shelf registration statement (the “Shelf Registration Statement”) on Form S-3 with the SEC that was declared effective by the SEC on April 20, 2020, which permits 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 is intended to provide us with additional flexibility to access capital markets for general corporate purposes, which may include working capital, capital expenditures, repayment of debt, other corporate expenses and acquisitions of complementary products, technologies, or businesses.

We entered into an Amended and Restated Controlled Equity Offering Sales Agreement and an Amended and Restated Sales Agreement (collectively, the “Sales Agreements”) with Cantor Fitzgerald & Co. and B. Riley FBR, Inc., respectively (collectively, the “Agents”), and on. On April 3, 2020, we registered the sale of up to an aggregate of $50.0 million, in shares of our common stock in at the market sales transactions pursuant to the Sales Agreements under the Shelf Registration Statement. Through the date of this filing, we have not sold any shares of our common stock in at the market transactions or any securities under the Shelf Registration Statement.
Cash Flows from Operating, Investing and Financing Activities
Three months ended June 30,
(in thousands)20222021
(Unaudited)(Unaudited)
Net cash used in operating activities$(9,832)$(9,663)
Net cash used in investing activities$(6,656)$(6,347)
Net cash (used in) provided by financing activities$(2,680)$5,371 
Net cash used in operating activities.

Net cash used in operating activities was $9.8 million for the three months ended June 30, 2022, as compared to net cash used in operating activities of $9.7 million for the three months ended June 30, 2021. The majority of net cash used by operating activities during the three months ended June 30, 2022, resulted from a net loss of $13.0 million, partially offset by non-cash adjustments to net loss of $4.0 million (primarily attributable to stock compensation expense). The majority of net cash used in operating activities during the three months ended June 30, 2021,

22
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resulted from a net loss of $12.0 million and a decrease in accounts payable and accrued expenses by $1.2 million, partially offset by non-cash stock-based compensation of $3.3 million.
Net cash used in investing activities. Net cash used in investing activities was $6.7 million for the three months ended June 30, 2022, as compared to net cash used in investing activities of $6.3 million for the three months ended June 30, 2021, primarily to acquire, swap or retune wireless licenses in markets across the United States.
Net cash (used in) provided by financing activities. Net cash used in financing activities was $2.7 million for the three months ended June 30, 2022, as compared to net cash provided by financing activities of $5.4 million for the three months ended June 30, 2021. For the three months ended June 30, 2022, net cash used in financing activities was primarily from the repurchase of treasury shares of $2.7 million, partially offset by the proceeds from stock option exercises of $0.9 million, net of payments of withholding tax on net issuance of restricted stock of $0.8 million. For the three months ended June 30, 2021, net cash provided by financing activities was primarily from the proceeds from stock option exercises.
Material Cash Requirements
Our future capital requirements will depend on many factors, including: 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. Treasury; costs related to the commercializing of our spectrum assets; and our ability to sign customer contracts and generate revenues from the license or transfer of any broadband licenses we secure; the terms and conditions of any customer contracts, including the timing of payments.
Share repurchase program

OnRepurchase Program

In September 29, 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 Securities Exchange Act of 1934.1934, as amended (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 the three and nine months ended December 31,June 30, 2022 and 2021 and 2020 (in thousands, except per share data):

Three months ended December 31,

Nine months ended December 31,

 Three Months Ended June 30,

2021

2020

2021

2020

 20222021

Number of shares repurchased

200

—

200

—

Number of shares repurchased56 — 

Average price paid per share*

$

60.02

$

—

$

60.02

$

—

Average price paid per share*
Average price paid per share*
$49.70 $— 

Total cost to repurchase

$

11,993

$

—

$

11,993

$

—

Total cost to repurchase$2,725 $— 

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

Off-balance sheet arrangements

As of December 31, 2021June 30, 2022 and March 31, 2021,2022, we did not have and do not have any relationships with unconsolidated entities or financial partnerships that were established for the purpose of facilitating off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Item

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our financial instruments consist of cash, cash equivalents, trade accounts receivable and accounts payable. We consider investments in highly liquid instruments purchased with original maturities of 90 days or less to be cash equivalents. Our
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primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. However, because of the short-term nature of the highly liquid instruments in our portfolio, a 10% change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operations.

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Our operations are based in the United States and, accordingly, all of our transactions are denominated in U.S. dollars. We are currently not exposed to market risk from changes in foreign currency.

We continue to monitor our market risk exposure, including any adverse impacts related to COVID-19, which has resulted in significant market volatility.

Item

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our President and Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of the end of such period due to the material weakness in our internal controls over financial reporting described below.

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Previously Reported Material Weakness

As disclosed in Item 4. “Controls and Procedures” of our Quarterly Report for the quarter ended September 30, 2021, as amended, we identified a material weakness in our internal controls over financial reporting related to our controls and procedures over the identification, review, analysis and recording of transactions involving our intangible assets, more specifically, non-monetary exchanges of our narrowband licenses for broadband licenses. The deficiency represents a material weakness in our internal control over financial reporting.

Management has taken steps and is actively engaged in taking additional steps to remediate the material weakness. The remediation plan includes the implementation of new controls designed to identify, review and analyze transactions involving the value of our intangible assets in a timely manner, such as:

(i)conduct more frequent meetings to inquire about license exchanges and automated system notifications to identify new transactions;

(ii)review applicable inputs regarding the accounting cost basis of broadband licenses and the carrying value of the narrowband licenses with internal experts as the exchanges occur; and

(iii)analyze inputs to calculate and timely record gain or loss in accordance with all the relevant authoritative accounting guidance.

Management believes the measures described above and others that may be implemented will remediate the material weakness identified. As management continues to evaluate and improve our internal control over financial reporting, we may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified. The material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded through testing, that these controls are operating effectively.

period.

Changes in Internal Control over Financial Reporting

In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, including our President and Chief Executive Officer and our Chief Financial Officer, concluded that no changes in our internal control over financial reporting occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our President and Chief Executive Officer and our Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can

26

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provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.


‎

27

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PARTPART II – OTHER INFORMATION

Item

Item 1. Legal Proceedings.

We are not involved in any material legal proceedings.

Item

Item 1A. Risk Factors.

In evaluating us and our common stock, we urge you to carefully consider the risks (including those disclosed below) and other information in this Quarterly Report as well as the risk factors disclosed in our 20212022 Annual Report. There have been no material changes from the risk factors as previously disclosed in our 20212022 Annual Report, except as noted below.Report. Any of the risks discussed in this Quarterly Report, if any, and in our 20212022 Annual Report, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations or financial condition.

If we fail to implement and maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial results, which would materially and adversely affect our value and our ability to raise any required capital in the future.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We discovered in the past and may discover in the future areas of our internal controls that need improvement or additional documentation. For example, in connection with preparing our financial statements for the quarter ended June 30, 2018, we determined that we incorrectly interpreted the effective date of a change in the accounting treatment of our NOLs in accordance with the new tax law provisions in the Tax Cuts and Jobs Act of 2017. This error was the result of an inadequate design of controls pertaining to our review and analysis of changing tax legislation, which represented a material weakness in our internal control over financial reporting and disclosure controls. As a result, we filed restated financial statements for the quarterly period ended December 31, 2017 and for the year ended March 31, 2018. In addition, in preparing our Annual Report on Form 10-K for the year ended March 31, 2019, we determined that we had improper segregation of duties and other design gaps caused by user access deficiencies within the design of our information technology controls that support our financial reporting processes, and that this deficiency represented a material weakness in our internal control over financial reporting. As of March 31, 2020, we had remediated both of these material weaknesses. Additionally, in connection with preparing our financial statements for the quarter ended December 31, 2021, we determined that our controls and procedures were not effective as the result of a material weakness in our internal controls over financial reporting related to the identification, review, analysis and recording of our intangible assets, more specifically, non-monetary exchanges of our narrowband licenses for broadband licenses. Management has taken steps and is actively engaged in taking additional steps to remediate the material weakness. The remediation plan includes the implementation of new controls designed to identify, review and analyze transactions involving the value of our intangible assets in a timely manner, such as: (i) conduct more frequent meetings to inquire about license exchanges and automated system notifications to identify new transactions; (ii) review applicable inputs regarding the accounting cost basis of broadband licenses and the carrying value of the narrowband licenses with internal experts as the exchanges occur; and (iii) analyze inputs to calculate and timely record gain or loss in accordance with all the relevant authoritative accounting guidance. As management continues to evaluate and improve our internal control over financial reporting, we may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures identified. This material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded through testing, that these controls are operating effectively.

We cannot be certain that we will be successful in implementing or maintaining effective internal controls for all financial periods. As we grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. The existence of any material weakness or significant deficiency in the future may require management to devote significant time and incur significant expense to remediate any such material weaknesses or significant deficiencies and management may not be able to remediate any such material weaknesses or significant deficiencies in a timely manner. In addition, the existence of any material weakness in our internal controls could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect our value and our ability to raise any required capital in the future.

We cannot guarantee that our share repurchase program will be utilized to the full value approved or that it will enhance long-term stockholder value. Repurchases we consummate could increase the volatility of the price of our common stock and could have a negative impact on our available cash balance.

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 may fluctuate and will be determined by us based on a variety of factors, including the market price of our common stock, our priorities for the use of cash to support our business

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operations and plans, general business and market conditions, tax laws, and alternative investment opportunities. The share repurchase program authorization does not obligate us to acquire any specific number or dollar value of shares. Further, our share repurchases could have an impact on our share trading prices, increase the volatility of the price of our common stock, or reduce our available cash balance. Our share repurchase program may be modified, suspended or terminated at any time, which may result in a decrease in the trading prices of our common stock. Even if our share repurchase program is fully implemented, it may not enhance long-term stockholder value.

ItemItem 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers.

The following table provides information with respect to purchases of our common stock by the Company or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act, during the three months ended December 31, 2021.

June 30, 2022.

Issuer Purchases of Equity Securities (1)

(in thousands except for share and per share data)

Total Number

Maximum Dollar Value

of Shares

of Shares that May Yet

Purchased as Part of

be Purchased Under

Total Number of

Average Price Paid

Publicly Announced

Publicly Announced

Period

Shares Purchased

per Share (2)

Plans or Programs

Plans or Programs

PeriodTotal Number of Shares PurchasedAverage Price Paid per Share (2)Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Dollar Value of Shares that May Yet be Purchased Under Publicly Announced Plans or Programs

October 1, 2021 through October 31, 2021

April 1, 2022 through April 30, 2022April 1, 2022 through April 30, 2022

Open market and privately negotiated purchases

—

$

—

—

$

50,000

Open market and privately negotiated purchases17,615 $56.37 17,615 $34,046 

November 1, 2021 through November 30, 2021

May 1, 2022 through May 31, 2022May 1, 2022 through May 31, 2022

Open market and privately negotiated purchases

199,815

60.02

199,815

38,007

Open market and privately negotiated purchases21,910 47.99 21,910 33,001 

December 1, 2021 through December 31, 2021

June 1, 2022 through June 30, 2022June 1, 2022 through June 30, 2022

Open market and privately negotiated purchases

—

—

—

38,007

Open market and privately negotiated purchases16,191 42.73 16,191 32,313 

Total

199,815

$

60.02

199,815

$

38,007

Total55,716 $49.70 55,716 $32,313 

(1)On September 30,29, 2021, we announced that our Board authorized a new share repurchase program pursuant to which we may repurchase up to $50.0 million of our outstanding shares of common stock on or before September 29, 2023. The manner, timing and amount of any share repurchases may fluctuate and will be determined by us based on a variety of factors, including the market price of our common stock, our priorities for the use of cash to support our business operations and plans, general business and market conditions and alternative investment opportunities. The share repurchase program authorization does not obligate us to acquire any specific number or dollar value of shares. Under the share repurchase 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.

(2)Average price paid per share includes cost associated with the repurchases.

Item

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.
25
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Item

Item 5. Other Information.

None.
‎

29

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ItemItem 6. Exhibits.

Exhibit
‎No.

Description of Exhibit

3.1(1)

3.2(2)

3.3(3)

3.4(4)

3.5(5)

4.1(6)

10.131.1#

31.1#

Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.231.2##

32.132.1#*#*

32.232.2#*#*

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)

____________

(1)Incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-201156), filed with the SEC on December 19, 2014.

(2)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on November 5, 2015.

(3)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on August 6, 2019.

(4)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on June 27, 2017.

(5)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on May 8, 2020.

(6)Incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-201156), filed with the SEC on December 19, 2014.

#Filed herewith.

*The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Anterix Inc.

Date: February 3,August 8, 2022

/s/ Robert H. Schwartz

Robert H. Schwartz

President and Chief Executive Officer

(Principal Executive Officer)

Date: August 8, 2022

Date: February 3, 2022

/s/ Timothy A. Gray

Timothy A. Gray

Chief Financial Officer

(Principal Financial Officer
‎and Principal Accounting Officer)

31

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