

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 October ~~28, 2021, 18,366,428~~27, 2022, 18,959,642 shares of the registrant’s common stock were outstanding.

Table of Contents

~~Explanatory Note~~

~~This Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Form 10-Q/A”) amends and restates certain items noted below in the Quarterly Report on Form 10-Q of~~ Anterix Inc. (the “Company”) for the quarter ended September 30, 2021, as originally filed with the Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Original Filing”). This Form 10-Q/A amends the Original Filing to reflect the correction of an error in the previously reported financial statements related to the Company’s accounting treatment of the gain in the estimated accounting cost basis of its intangible assets resulting from the non-monetary exchange of its narrowband licenses for broadband licenses.

~~Restatement~~

~~As disclosed in the Current Report on Form 8-K dated February 3, 2022, in connection with the preparation of the Quarterly Report on Form~~

FORM 10-Q for the quarter ended December 31, 2021 (“Q3 FY 22 Quarterly Report”), the Company determined that it incorrectly excluded the gain in the value of its intangible assets following the non-monetary exchange of the Company’s narrowband licenses for broadband licenses in August 2021 upon approval of the exchange by the Federal Communications Commission. The Company should have recorded the newly received broadband licenses at their estimated accounting cost basis and recognized the difference between the estimated accounting cost basis of the broadband licenses obtained and the carrying value of the narrowband licenses relinquished as a gain on disposal of intangible assets.

The Company has determined that its intangible assets should have increased by approximately $10.2 million as a result of this exchange, with a corresponding gain on disposal of the intangible assets. See Note 2 to the Consolidated Financial Statements included in Item 1 of this Form 10-Q/A for additional information and a reconciliation of the previously reported amounts to the restated amounts.

~~Internal Control over Financial Reporting~~

Management has reassessed its evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of September 30, 2021. As a result of this reassessment, management has concluded that the Company did not maintain effective controls and procedures due to a material weakness in the Company’s internal control over financial reporting that existed at that date. For a description of the material weakness in internal control over financial reporting and the remedial actions taken, and to be taken, to address and resolve the material weakness, see Part I, Item 4. “Controls and Procedures” of this Form 10-Q/A.

~~Items Amended in this Filing~~

For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing, as amended, in its entirety; however, this Form 10- Q/A amends and restates the following Items of the Original Filing to the extent necessary to reflect the adjustments discussed above and to make corresponding revisions to the Company’s financial data cited elsewhere in this Form 10-Q/A:

-~~Part I, Item 1 – Financial Statements~~

-~~Part I, Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations~~

-~~Part I, Item 4 – Controls and Procedures~~

-~~Part II, Item 1a – Risk Factors~~

-~~Part II, Item 6 – Exhibits~~

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing (Exhibits 31.1, 31.2, 32.1 and 32.2), and the Company has provided its restated consolidated financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibit 101.

Except as described above, no other changes have been made to the Original Filing. This Form 10-Q/A speaks as of the date of the Original Filing and does not reflect events that may have occurred after the date of the Original Filing or modify or update any disclosures that may have been affected by subsequent events.

~~Table of Contents~~

~~Anterix~~ ~~Inc.~~

~~FORM 10-Q/A~~

For the quarterly period ended September 30, ~~2021~~

2022

TABLE OF CONTENTS




PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	5
	Consolidated Balance Sheets as of September 30, ~~2021 (As Restated)~~2022 (Unaudited) and March 31, ~~2021~~ 2022	5
	Unaudited Consolidated Statements of Operations for the three and six months ended September 30, ~~2021(As Restated)~~2022 and ~~September 30, 2020~~2021	6
	Unaudited Consolidated ~~Statement~~Statements of Stockholders’ Equity for the three and six months ended September 30, ~~2021~~2022 ~~(As Restated)~~	7
	Unaudited Consolidated ~~Statement~~Statements of Stockholders’ Equity for the three and six months ended September 30, ~~2020~~2021	8
	Unaudited Consolidated Statements of Cash Flows for the six months ended September 30, ~~2021 (As Restated)~~2022 and ~~September 30, 2020~~2021	9
	Notes to Unaudited Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2521
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3327
Item 4.	Controls and Procedures	3427
PART II. OTHER INFORMATION		3628
Item 1.	Legal Proceedings	3628
Item 1A.	Risk Factors	3628
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3628
Item 3.	Defaults Upon Senior Securities	3728
Item 4.	Mine Safety Disclosures	3728
Item 5.	Other Information	3729
Item 6.	Exhibits	3830
SIGNATURES		3931

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form ~~10-Q/A~~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;

Table of Contents

•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 ~~Form 10-Q/A~~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.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1: Consolidated Financial Statements~~(As restated)~~

Anterix Inc.

Consolidated Balance Sheets

(~~dollars~~ in thousands, except share and per share data)


		September 30, 2021 (As restated)		March 31, 2021			September 30, 2022		March 31, 2022
		(Unaudited)					(Unaudited)
ASSETS	ASSETS					ASSETS
Current Assets						Current Assets
Cash and cash equivalents		$	100,866	$	117,538	Cash and cash equivalents	$	70,114	$	105,624
Accounts receivable			—		4

Prepaid expenses and other current assets			5,514		3,508	Prepaid expenses and other current assets	11,715		10,147
Total current assets			106,380		121,050	Total current assets	81,829		115,771
Property and equipment, net			3,049		3,574	Property and equipment, net	3,321		2,949
Right of use assets, net			4,522		5,100	Right of use assets, net	3,529		4,047
Intangible assets			141,116		122,117	Intangible assets	159,469		151,169
Other assets			1,657		1,214	Other assets	7,787		4,108
Total assets		$	256,724	$	253,055	Total assets	$	255,935	$	278,044
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY						LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities						Current liabilities
Accounts payable and accrued expenses		$	4,685	$	6,256	Accounts payable and accrued expenses	$	5,394	$	6,526
Due to related parties			120		152	Due to related parties	120		120
Operating lease liabilities			1,432		1,470	Operating lease liabilities	1,626		1,512
Contingent liability						Contingent liability	20,249		—
Deferred revenue			737		737	Deferred revenue	2,514		1,478
Total current liabilities			6,974		8,615	Total current liabilities	29,903		9,636
Noncurrent liabilities
Operating lease liabilities			4,903		5,601	Operating lease liabilities	3,364		4,177
Contingent liability			20,000		20,000	Contingent liability	—		20,000
Deferred revenue			7,319		2,246	Deferred revenue	51,431		53,200
Deferred income tax			3,506		3,209	Deferred income tax	4,595		4,192
Other liabilities			743		876	Other liabilities	553		541
Total liabilities			43,445		40,547	Total liabilities	89,846		91,746
Commitments and contingencies						Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized and 0 shares outstanding at September 30, 2021 and March 31, 2021			—		—
Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 18,333,721 shares issued and outstanding at September 30, 2021 and 17,669,905 shares issued and outstanding at March 31, 2021			2		2
Stockholders’ equity						Stockholders’ equity
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized and no shares outstanding at September 30, 2022 and March 31, 2022						Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized and no shares outstanding at September 30, 2022 and March 31, 2022	—		—
Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 18,959,642 shares issued and outstanding at September 30, 2022 and 18,377,483 shares issued and outstanding at March 31, 2022						Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 18,959,642 shares issued and outstanding at September 30, 2022 and 18,377,483 shares issued and outstanding at March 31, 2022	2		2
Additional paid-in capital			487,366		472,854	Additional paid-in capital	508,480		500,125
Accumulated deficit			(274,089)		(260,348)	Accumulated deficit	(342,393)		(313,829)
Total stockholders' equity			213,279		212,508
Total liabilities and stockholders' equity		$	256,724	$	253,055

Total stockholders’ equity						Total stockholders’ equity	166,089		186,298
Total liabilities and stockholders’ equity						Total liabilities and stockholders’ equity	$	255,935	$	278,044

See accompanying notes to consolidated financial statements.

Table of Contents

Anterix Inc.

Consolidated Statements of Operations

(~~dollars~~ in thousands, except share and per share data)

~~(Unaudited)~~

Three months ended September 30,
Six months ended September 30,
2021
2020
2021
2020
(As restated)
(As restated)
Operating revenues
Service revenue
$
—
$
66
$
—
$
140
Spectrum revenue
182
182
364
364
Total operating revenues
182
248
364
504
Operating expenses
Direct cost of revenue (exclusive of depreciation and amortization)
—
515
—
1,063
General and administrative
9,825
13,955
19,555
21,499
Sales and support
993
693
2,048
1,394
Product development
930
988
1,933
1,789
Depreciation and amortization
257
1,190
535
2,398
Restructuring costs
—
8
—
21
Impairment of long-lived assets
112
—
127
29
Total operating expenses
12,117
17,349
24,198
28,193
(Gain)/loss from disposal of intangible assets, net
(10,230)
(829)
(10,230)
3,849
(Gain)/loss from disposal of long-lived assets, net
16
(5)
19
(6)
Loss from operations
(1,721)
(16,267)
(13,623)
(31,532)
Interest income
20
31
46
72
Other income
62
113
134
222
(Loss)/income on equity method investment
—
(12)
—
(16)
Loss before income taxes
(1,639)
(16,135)
(13,443)
(31,254)
Income tax expense
152
145
298
156
Net loss
$
(1,791)
$
(16,280)
$
(13,741)
$
(31,410)
Net loss per common share basic and diluted
$
(0.10)
$
(0.94)
$
(0.77)
$
(1.82)
Weighted-average common shares used to compute basic
‎ and diluted net loss per share
17,876,440
17,350,386
17,951,885
17,279,349
See accompanying notes to consolidated financial statements.

~~Table of Contents~~

(Unaudited)

~~Anterix Inc.~~

~~Consolidated Statement of Stockholders’ Equity~~

~~(dollars and shares in thousands)~~

~~(Unaudited)~~

Number of Shares
Common
‎stock
Common
‎stock
Additional
‎paid-in
‎capital
Accumulated
‎deficit
Total
Balance at June 30, 2021
18,038
$
2
$
481,521
$
(272,298)
$
209,225
Equity based compensation*
112
—
3,221
—
3,221
Equity payment of prior year accrued employee related expenses
—
—
—
—
—
Stock option exercises
206
—
3,932
—
3,932
Shares withheld for taxes
(22)
—
(1,308)
—
(1,308)
Net loss (As restated)
—
—
—
(1,791)
(1,791)
Balance at September 30, 2021(As restated)
18,334
$
2
$
487,366
$
(274,089)
$
213,279
Balance at March 31, 2021
17,670
$
2
$
472,854
$
(260,348)
$
212,508
Equity based compensation*
185
—
6,516
—
6,516
Equity payment of prior year accrued employee related expenses
—
—
—
—
—
Stock option exercises
501
—
9,304
—
9,304
Shares withheld for taxes
(22)
—
(1,308)
—
(1,308)
Net loss (As restated)
—
—
—
(13,741)
(13,741)
Balance at September 30, 2021(As restated)
18,334
$
2
$
487,366
$
(274,089)
$
213,279
* includes restricted shares issued.
See accompanying notes to consolidated financial statements.

‎


	Three months ended September 30,				Six months ended September 30,
	2022		2021		2022		2021

Spectrum revenues	$	398	$	182	$	733	$	364




Operating expenses

General and administrative	11,427		9,825		22,786		19,555
Sales and support	1,164		993		2,400		2,048
Product development	980		930		2,076		1,933
Depreciation and amortization	372		335		734		673

Operating expenses	13,943		12,083		27,996		24,209
Gain from disposal of intangible assets, net	(2,905)		(10,230)		(3,553)		(10,230)
Loss from disposal of long-lived assets, net	20		36		22		54
Loss from operations	(10,660)		(1,707)		(23,732)		(13,669)
Interest income	244		20		261		46
Other (expense) income	(12)		62		47		134

Loss before income taxes	(10,428)		(1,625)		(23,424)		(13,489)
Income tax expense	215		152		415		298
Net loss	$	(10,643)	$	(1,777)	$	(23,839)	$	(13,787)

Net loss per common share basic and diluted	$	(0.56)	$	(0.10)	$	(1.27)	$	(0.77)
Weighted-average common shares used to compute basic and diluted net loss per share	18,953,044		17,876,440		18,786,928		17,951,885

~~Table of Contents~~

~~Anterix Inc.~~

~~Consolidated Statement of Stockholders’ Equity~~

~~(dollars and shares in thousands)~~

~~(Unaudited)~~

Number of Shares
Common
‎stock
Common
‎stock
Additional
‎paid-in
‎capital
Accumulated
‎deficit
Total
Balance at June 30, 2020
17,289
$
2
$
455,489
$
(221,044)
$
234,447
Equity based compensation*
168
—
8,618
—
8,618
Equity payment of prior year accrued employee related expenses
4
—
—
—
—
Stock option exercises
26
—
513
—
513
Shares withheld for taxes
—
—
—
—
—
Net loss
—
—
—
(16,280)
(16,280)
Balance at September 30, 2020
17,487
$
2
$
464,620
$
(237,324)
$
227,298
Balance at March 31, 2020
17,185
$
2
$
450,978
$
(205,914)
$
245,066
Equity based compensation*
206
—
10,573
—
10,573
Equity payment of prior year accrued employee related expenses
24
—
1,537
—
1,537
Stock option exercises
72
—
1,532
—
1,532
Shares withheld for taxes
—
—
—
—
—
Net loss
—
—
—
(31,410)
(31,410)
Balance at September 30, 2020
17,487
$
2
$
464,620
$
(237,324)
$
227,298
* includes restricted shares issued.
See accompanying notes to consolidated financial statements.

‎

~~Table of Contents~~

~~Anterix Inc.~~

~~Consolidated Statements of Cash Flows~~

~~(dollars in thousands)~~

~~(Unaudited)~~

Six months ended September 30,
2021
2020
(As restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$
(13,741)
$
(31,410)
Adjustments to reconcile net loss to net cash used
‎ by operating activities
Depreciation and amortization
535
2,398
Non-cash compensation expense attributable to stock awards
6,516
10,573
Deferred income taxes
298
156
(Gain)/loss from disposal of intangible assets
(10,230)
3,849
(Gain)/loss on disposal of long-lived assets, net
19
(6)
Impairment of long-lived assets
127
29
Loss/(income) on equity method investment
—
16
Changes in operating assets and liabilities
Accounts receivable
4
2
Prepaid expenses and other assets
701
(163)
Right of use assets
578
841
Accounts payable and accrued expenses
(1,572)
505
Due to related parties
(32)
4
Restructuring reserve
—
(547)
Operating lease liabilities
(735)
(961)
Deferred revenue
5,073
(369)
Other liabilities
(133)
342
Net cash used by operating activities
(12,592)
(14,741)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of intangible assets, including refundable deposits
(11,866)
(7,829)
Purchases of equipment
(209)
(205)
Net cash used by investing activities
(12,075)
(8,034)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock option exercises
9,304
1,532
Payments of withholding tax on net issuance of restricted stock
(1,308)
—
Net cash provided by financing activities
7,996
1,532
Net change in cash and cash equivalents
(16,671)
(21,243)
CASH AND CASH EQUIVALENTS
Beginning of the period
117,538
137,453
End of the period
$
100,866
$
116,210
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period:
Taxes paid
$
7
$
33
Non-cash investing activity:
Network equipment provided in exchange for wireless licenses
$
53
$
23
Non-cash financing activities:
Equity payment of prior year accrued employee related expenses
$
—
$
1,537

See accompanying notes to consolidated financial statements.

Table of Contents

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 June 30, 2022	18,944	$	2	$	504,298	$	(329,750)	$	174,550
Equity based compensation	—	—		4,691		—		4,691
Restricted shares issued	81	—		—		—		—


Shares withheld for taxes	(11)	—		(509)		—		(509)
Retirement of common stock	(54)	—		—		(2,000)		(2,000)
Net loss	—	—		—		(10,643)		(10,643)
Balance at September 30, 2022	18,960	$	2	$	508,480	$	(342,393)	$	166,089

Balance at March 31, 2022	18,378	$	2	$	500,125	$	(313,829)	$	186,298
Equity based compensation	—	—		8,819		—		8,819
Restricted shares issued	185	—		—		—		—
Stock option exercises	37	—		872		—		872
Motorola shares	500	—		—		—		—
Shares withheld for taxes	(30)	—		(1,336)		—		(1,336)
Retirement of common stock	(110)	—		—		(4,725)		(4,725)
Net loss	—	—		—		(23,839)		(23,839)
Balance at September 30, 2022	18,960	$	2	$	508,480	$	(342,393)	$	166,089

See accompanying notes to consolidated financial statements.

Table of Contents

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 June 30, 2021	18,018	$	2	$	482,521	$	(273,358)	$	209,165
Equity based compensation	—	—		3,221		—		3,221
Restricted shares issued	112	—		—		—		—

Stock option exercises	206	—		3,932		—		3,932
Shares withheld for taxes	(2)	—		(1,308)		—		(1,308)
Net loss	—	—		—		(1,777)		(1,777)
Balance at September 30, 2021	18,334	$	2	$	488,366	$	(275,135)	$	213,233

Balance at March 31, 2021	17,670	$	2	$	472,854	$	(260,348)	$	212,508
Equity based compensation	—	—		6,516		—		6,516
Restricted shares issued	185	—		—		—		—

Stock option exercises*	501	—		10,304		—		10,304
Shares withheld for taxes	(2)	—		(1,308)		—		(1,308)
Retirement of common stock*	(20)	—		—		(1,000)		(1,000)
Net loss	—	—		—		(13,787)		(13,787)
Balance at September 30, 2021	18,334	$	2	$	488,366	$	(275,135)	$	213,233

*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.

Table of Contents

Anterix Inc.

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)


	Six months ended September 30,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(23,839)	$	(13,787)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	734		673
Non-cash compensation expense attributable to stock awards	8,819		6,516
Deferred income taxes	403		298
Gain from disposal of intangible assets, net	(3,553)		(10,230)
Loss on disposal of long-lived assets, net	22		54


Changes in operating assets and liabilities
Accounts receivable	—		4
Prepaid expenses and other assets	1,263		701
Right of use assets	518		578
Accounts payable and accrued expenses	(1,132)		(1,572)
Due to related parties	—		(32)

Operating lease liabilities	(699)		(735)
Contingent Liability	249		—
Deferred revenue	(733)		5,073
Other liabilities	—		(133)
Net cash used in operating activities	(17,948)		(12,592)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of intangible assets, including refundable deposits	(11,228)		(11,866)
Purchases of equipment	(1,145)		(209)
Net cash used in investing activities	(12,373)		(12,075)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock option exercises	872		9,304
Repurchase of common stock	(4,725)		—
Payments of withholding tax on net issuance of restricted stock	(1,336)		(1,308)
Net cash (used in) provided by financing activities	(5,189)		7,996
Net change in cash and cash equivalents	(35,510)		(16,671)
CASH AND CASH EQUIVALENTS
Beginning of the period	105,624		117,538
End of the period	$	70,114	$	100,866
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period:
Taxes paid	$	12	$	7
Non-cash investing activity:
Network equipment provided in exchange for wireless licenses	$	29	$	53
Non-cash financing activities:
Shares surrendered from stock option exercises	$	—	$	1,000

See accompanying notes to consolidated financial statements.

Table of Contents

Anterix Inc.

Notes to Consolidated Financial Statements

(Unaudited) ~~(As Restated)~~

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 and on offering innovative broadband technologies and ~~solutions.~~solutions to the same target customers. 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 ~~(“FCC”~~(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 secured~~it 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.~~

In December 2020, the Company entered into its first long-term lease agreement of 900 MHz spectrum authorized for broadband use (“900 MHz Broadband Spectrum”), with Ameren Corporation (“Ameren”), (“Ameren Agreements”). 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 is 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 terms 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 received to date encompass the initial upfront payment(s) due upon signing of the Ameren Agreements and payments for delivery of the relevant 1.4 x 1.4 cleared spectrum in several metropolitan counties throughout Missouri and Illinois, in accordance with the terms of the Ameren Agreements. The remaining prepayments 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. The Company expects to recognize revenue from the Ameren Agreements commencing in the second half of fiscal year 2022. Revenue will be recognized as cleared 900 MHz Broadband Spectrum and the associated broadband licenses are delivered based on straight-line amortization over the initial 30-year terms of the Ameren Agreements. The Company’s board of directors (the “Board”) approved the Ameren Agreements on April 23, 2021, and Ameren’s board of directors approved the Ameren Agreements on May 6, 2021.

~~In February 2021, the Company entered into an agreement with SDG&E (the “~~SDG&E Agreement”), to provide 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County for a total payment of $50.0 million. The 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. As part of the SDG&E Agreement, the Company and SDG&E are collaborating to accelerate the utility industry momentum for private networks. The SDG&E Agreement includes the assignment of 6 MHz of 900 MHz Broadband Spectrum, 936.5 – 939.5 MHz paired with 897.5 – 900.5 MHz, within SDG&E’s service territory following the FCC’s issuance of the broadband licenses to the Company. Delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses by county 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 Company is working with incumbents to clear the 900 MHz Broadband Spectrum allocation in the SDG&E’s California service territory. 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. Both SDG&E and Anterix obtained all necessary internal approvals prior to executing the SDG&E Agreement. A gain or loss will be recognized in each county once the cleared 900 MHz Broadband Spectrum and the associated broadband licenses are delivered to SDG&E.

Abilene, Texas.

~~Table of Contents~~

Business Developments

In September 2021, the Company entered into a long-term lease agreement of 900 MHz Broadband Spectrum with Evergy, ~~Services,~~ Inc. (“Evergy”)~~, (“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~~The Company received full prepayment of ~~the~~ $30.2 million for the initial 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. 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 deliverDuring 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 second half of fiscal year 2022. Revenue will be recognized as the relevant 900 MHz Broadband Spectrum is delivered based on straight-line amortization over the initial 20-year term of the Evergy Agreement.

2. ~~Restatement of Previously Issued Financial Statements~~

In connection with the preparation of the Q3 FY 22 Quarterly Report, the Company determined that it incorrectly excluded the gain in the value of its intangible assets following the non-monetary exchange of the Company’s narrowband licenses for broadband licenses in August 2021 upon approval of exchange by the Federal Communications Commission. The Company should have recorded the newly received broadband licenses at their estimated accounting cost basis and recognized the difference between the estimated accounting cost basis of the broadband licenses obtained and the carrying value of the narrowband licenses relinquished as a gain on disposal of intangible assets. Refer to Note 5 for further discussion on the exchange of the new broadband licenses.

~~The table below sets forth the Consolidated Balance Sheet, including the balances originally reported, the adjustments and the as restated balances for the quarterly period~~six months ended September 30, ~~2021 (in thousands):~~

For the period ended September 30, 2021
As Originally Reported
Impact of Prior Period Errors
As Revised
Consolidated Balance Sheet
Intangible assets
$
130,886
$
10,230
$
141,116
Accumulated deficit
(284,319)
10,230
(274,089)

~~The table below sets forth~~2022, the ~~Consolidated Statements~~Company leased to Evergy the first deliverable of ~~Operations, including the balances originally reported, the adjustments~~1.4 x 1.4 cleared Broadband Spectrum and the ~~as restated balances~~associated broadband licenses for 45 counties. The revenue recognized for the three and six months ended September 30, 2022 was approximately $0.1 million.

In February 2021, ~~(in thousands, except per share data):~~

Three Months ended September 30, 2021
As Originally Reported
Impact of Prior Period Errors
As Revised
Consolidated Statement of Operation
(Gain)/loss from disposal of intangible assets, net
$
—
$
(10,230)
$
(10,230)
Net loss
(12,021)
10,230
(1,791)
Net loss per common share basic and diluted
(0.67)
0.57
(0.10)

Six Months ended September 30, 2021
As Originally Reported
Impact of Prior Period Errors
As Revised
Consolidated Statement of Operation
(Gain)/loss from disposal of intangible assets, net
$
—
$
(10,230)
$
(10,230)
Net loss
(23,971)
10,230
(13,741)
Net loss per common share basic and diluted
(1.34)
0.57
(0.77)

~~Table~~the Company entered into an agreement with San Diego Gas & Electric Company, a subsidiary of ~~Contents~~

Sempra Energy (“SDG&E”), to provide 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County for a total payment of $50.0 million. The ~~table below sets forth the Consolidated Statement~~total payment of ~~Stockholders’ Equity, including the balance originally reported, the adjustments~~$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 ~~restated balance for~~ the ~~quarterly period~~Company delivers the associated broadband licenses to SDG&E and the relevant cleared 900 MHz Broadband Spectrum. During the quarter ended September 30, ~~2021 (in thousands):~~

Accumulated Deficit
Total Stockholder’s Equity
Balance at September 30, 2021 (as originally reported)
$
(284,319)
$
203,049
Adjustments
10,230
10,230
Balance at September 30, 2021 (as restated)
(274,089)
213,279

~~The table below sets forth~~2022, the ~~Consolidated Statements of Cash Flows, including the balance originally reported, the adjustments~~Company delivered to SDG&E 1.4 x 1.4 cleared Broadband Spectrum and the ~~as restated balance~~associated broadband license related to Imperial County and received a milestone payment of $0.2 million. See Note 9 Contingencies for further discussion.

On May 18, 2022, the ~~six months ended~~Company issued Motorola 500,000 shares of its common stock (the “Shares”). Motorola received the Shares by electing to convert 500,000 Class B Units (the “Units”) it held in the Company’s subsidiary, PDV Spectrum Holding Company, LLC (the “Subsidiary”). Motorola acquired the Units in September ~~30, 2021 (in thousands):~~

Six Months ended September 30, 2021
As Originally Reported
Impact of Prior Period Errors
As Revised
Consolidated Statement of Cash Flows
Net loss
$
(23,971)
$
10,230
$
(13,741)
(Gain)/loss from disposal of intangible assets
—
(10,230)
(10,230)

~~In addition~~2014 in connection with a Spectrum 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 upfront, fully-paid leasing fee of $7.5 million and a $10.0 million investment in the Units. Motorola had the right at any time to convert its Units into the ~~restated consolidated financial statements, the information contained in Note 5 – Intangibles has been amended and restated.~~

3. ~~Summary~~Shares, representing a conversion price of ~~Significant Accounting Policies~~

$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”),

Table of Contents

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, as~~2022, filed ~~on June 15, 2021~~ with the ~~SEC.~~SEC on May 26, 2022 (the “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 ~~with regard to~~and assumptions that affect the ~~valuation of awards and forfeiture rates for its share-based award programs.~~ ~~New~~report amounts. These estimates ~~in the period relate to determining the Company’s estimated incremental borrowing rate in recognizing right of use assets and operating lease liabilities.~~ ~~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.

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.

~~Table of Contents~~

Correction of Immaterial Errors

Depreciation, disposals and impairments

In connection with preparing its financial statements for the ~~year~~quarter ended ~~March~~December 31, 2021, the Company determined that it ~~incorrectly presented stock-based compensation~~understated depreciation and overstated loss on disposal of long-lived assets ~~net~~ in its Consolidated Statement of Operations for the three and six months ended September 30, ~~2020.~~

2021.

In March 2021, the Company classified idled assets as Held for Future Use and suspended the depreciation for these assets. The Company ~~previously~~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 in use. Additionally, the Company reported ~~stock compensation expense~~disposals of assets that were in-use and misclassified certain disposals as ~~a separate line item~~impairments 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. ForOperations for the three ~~months ended September 30, 2020, the separate line item of $8.6 million in stock compensation expense has been changed~~ and ~~split out to report as $8.4 million in general and administrative, $0.2 million in product development, and $62,000 in sales and support in the Consolidated Statement of Operations. For the~~ six months ended September 30, 2020, the separate line item of $10.6 million in stock compensation expense has been changed and split out to report as $10.2 million in general and administrative, $0.3 million in product development, and $0.1 million in sales and support in the Consolidated Statement of Operations.

2021.

The following table is a comparison of the ~~reported~~ results of operations for the three and six months ended September 30, ~~2020~~2021, as a result of the correction of the immaterial error (in thousands except per share data):


	For the Three months ended September 30, 2021		For the Six months ended September 30, 2021
	Impact of Prior Period Errors		Impact of Prior Period Errors
Consolidated Statement of Operations
Depreciation and amortization	$	78	$	138
Impairment of long-lived assets	(112)		(127)
Loss from disposal of long-lived assets, net	20		35
Net loss	(14)		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 September 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’

Table of Contents

Equity for further discussion on the Company’s share repurchase program). Additionally, as a result of this error, the Company incorrectly omitted the shares 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 September 30, 2021, as a result of the correction of immaterial errors (in thousands):

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


	For the period ended September 30, 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)

For the three months ended September 30, 2020
As Originally Reported
Impact of Prior Period Errors
As Revised
Consolidated Statement of Operations
General and administrative
5,582
$
8,373
13,955
Product development
805
183
988
Sales and support
631
62
693
Stock compensation expense
8,618
(8,618)
—
For the six months ended September 30, 2020
As Originally Reported
Impact of Prior Period Errors
As Revised
General and administrative
$
11,320
$
10,179
$
21,499
Product development
1,497
292
1,789
Sales and support
1,292
102
1,394
Stock compensation expense
10,573
(10,573)
—

~~Intangible Assets~~

Intangible assets are wireless licenses that are used to provide the Company with the exclusive right to utilize designated radio frequency spectrum to provide wireless communication services. While licenses are issued for only a fixed time, generally ~~ten~~ to fifteen years, such licenses are subject to renewal by the FCC. License renewals have occurred routinely and at nominal cost in the past. There are currently no legal, regulatory, contractual, competitive, economic or other factors that limit the useful life of the Company’s wireless licenses. As a result, the Company has determined that the wireless licenses should be treated as an indefinite-lived intangible asset. The Company will evaluate the useful life determination for its wireless licenses each year to determine whether events and circumstances continue to support their treatment as an indefinite useful life asset.

~~Historically, wireless licenses were tested for impairment on an aggregate basis, consistent with the Company’s dispatch business at a national level. Effective in the year ended March 31, 2021, (“~~Fiscal 2021”), the Company determined the unit of accounting for impairment testing purposes should be based on geographical markets and accordingly, tested the wireless licenses for impairment based on these individual markets. The change in the unit of accounting was due to the Company’s expected use and marketability of its wireless licenses to support broadband operations at an individual market level as a result of the Report and Order. Due to the change in the unit of accounting, the Company performed a step one quantitative impairment test in Fiscal 2021 to determine if the fair value of the wireless licenses exceed the carrying value at the geographical market level. The estimated fair values of each unit of accounting were determined using a market-based approach based on the 600 MHz auction price as noted in the Report and Order. The Company also performed a step zero qualitative assessment on an

~~Table of Contents~~

aggregate basis to test the wireless licenses for impairment due to the change in the unit of accounting in Fiscal 2021. There are no triggering events indicating impairment in the six months ended September 30, 2021.

~~Long-Lived Asset and Right of Use Assets Impairment~~

The Company evaluates long-lived assets, including right of use assets, other than intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Asset groups are determined at the lowest level for which identifiable cash flows are largely independent from cash flows of other groups of assets and liabilities. When the carrying amount of the asset groups are not recoverable and exceeds its fair value, an impairment loss is recognized equal to the excess of the asset group’s carrying value over the estimated fair value. During the three and six months ended September 30, 2021, the Company recorded $0.1 million for both periods in non-cash impairment charges to reduce the carrying values to 0 for long-lived assets consisting of network equipment. During the six months ended September 30, 2020, the Company recorded a $29,000 non-cash impairment charge to reduce the carrying values to 0 for long-lived assets consisting of network site costs. There was 0 impairment charge for the three months ended September 30, 2020.

~~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 six months ended September 30, 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 1,454,000 and 1,540,000 at September 30, 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.

Recently ~~Issued~~Adopted Accounting ~~Pronouncements~~Guidance

In June 2016, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ~~ASC 326,~~ASU 2016-13, Measurement of Credit Losses on Financial Instruments ~~- Credit Losses~~, and has subsequently modified several areas of the ~~standard~~Accounting Standards Codification 326, Financial Instruments – Credit Losses, 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~~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 ~~will be~~updates would 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's~~Company 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 evaluating~~adopted the ~~potential~~new 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.

4.~~Revenue~~

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

2. Revenue

The following table provides information regarding the ~~Company entered into~~Company’s revenue for each of the services it provides pursuant to 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 is 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 prepaymentsspectrum revenue agreements for the ~~30-year initial terms of~~three and six months ended September 30, 2022 and 2021 (in thousands):


	Three months ended September 30,				Six months ended September 30,
	2022		2021		2022		2021
Spectrum revenues
900 MHz Broadband Spectrum Revenue
Ameren	$	152	$	—	$	305	$	—
Evergy(1)	64		—		64		—
Narrowband Spectrum Revenue
Motorola	182		182		364		364
Total spectrum revenue(2)	$	398	$	182	$	733	$	364

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

~~Table of Contents~~

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. The Company expects to recognize revenue from the Ameren Agreements commencing in the second half of fiscal year 2022. ~~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.

In September 2021, 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 is for ~~a term of up~~45 counties 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. 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 second half of fiscal year 2022. Evergy.

2.~~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~~Revenue 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. In June 2018, the Company announced its plan to restructure its operations to align and focus its business priorities on its broadband spectrum initiatives. Consistent with this restructuring plan, the Company transferred its TeamConnect business in December 2018 to A BEEP LLC (“A BEEP”) and Goosetown Enterprises, Inc (“Goosetown”), with the Company continuing to provide customer care, billing and collection services through April 1, 2019. On December 31, 2018, the Company entered into a memorandum of understanding (“MOU”) with the principals of Goosetown. Under the terms of the MOU, the Company assigned the intellectual property rights to its TeamConnect and pdvConnect related applications to TeamConnect LLC (the “LLC”). The LLC assumed customer care services related to the pdvConnect service, with the Company providing transition services to the LLC through April 1, 2019. On April 1, 2020, the Company transferred its pdvConnect customers to the LLC and the LLC agreed to pay the Company a certain portion of the recurring revenues from these customers. ~~The Company did 0t recognize any service revenue for~~during the three and six months ended September 30, ~~2021. The Company recognized $66,000~~2022 and ~~$140,000, respectively, for~~2021 was included in deferred revenue at the ~~three and six months ended September 30, 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~~beginning of the ~~Company’s narrowband spectrum licenses. The payment~~respective periods.

Refer to the 2022 Annual Report for a description of the ~~fee is accounted for as deferred~~Company's spectrum 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 six months ended September 30, 2021 and 2020 was approximately $182,000 and $364,000, respectively for each period.

agreements.

Contract ~~Assets.~~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.

For the six months ended September 30, 2022 and 2021, the Company incurred and capitalized commission ~~and stock compensation~~ costs related to activities to obtain its long-term 900 MHz Broadband Spectrum lease agreements amounting to approximately $62,000 and $127,000, ~~which was~~respectively. These capitalized ~~and~~costs will be amortized over the contractual term upon the commencement of ~~approximately 30-years~~.

the associated agreements.

~~Table of Contents~~

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



	~~Contract Assets~~
~~Balance at March 31, 2021~~	$	~~381~~
~~Additions~~		~~127~~
~~Amortization~~		—
~~Impairment~~		—
~~Balance at September 30, 2021~~		~~508~~
~~Less amount classified as current assets - prepaid expenses and other current assets~~		~~(102)~~
~~Noncurrent assets - included in other assets~~	$	~~406~~


	Contract Assets
Balance at March 31, 2022	$	638
Additions	62
Amortization	(7)
Impairment	—
Balance at September 30, 2022	693
Less amount classified as current assets - prepaid expenses and other current assets	(300)
Noncurrent assets - included in other assets	$	393

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.

Table of Contents

For the six months ended September 30, 2021, deferred revenue increased by $5.4 million as a result of prepayments received in connection with the Ameren Corporation (“Ameren”) lease agreements. There were no prepayments received during the six months ended September 30, 2022.

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


	~~Contract Liabilities~~
~~Balance at March 31, 2021~~	$	~~2,983~~
~~Additions~~		~~5,438~~
~~Revenue recognized~~		~~(364)~~
~~Balance at September 30, 2021~~		~~8,056~~
~~Less amount classified as current liabilities~~		~~(737)~~
~~Noncurrent liabilities~~	$	~~7,319~~


	Contract Liabilities
Balance at March 31, 2022	$	54,678
Additions	—
Revenue recognized	(733)
Balance at September 30, 2022	53,945
Less amount classified as current liabilities	(2,514)
Noncurrent liabilities	$	51,431

3. Intangible Assets ~~(As restated)~~

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 0no triggering events indicating impairment ~~charges related to the Company’s indefinite-lived intangible assets~~ during the ~~three and~~ six months ended September 30, ~~2021 and 2020.~~

2022.

During the six months ended September 30, ~~2021,~~2022, the Company acquired wireless licenses for cash consideration of ~~$8.8~~$4.7 million, after receiving FCC approval, of which ~~$6.8~~$3.7 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~~$1.0 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 required to be surrendered to secure a broadband license for such ~~county, for 12 U.S. counties.~~county. As of September 30, ~~2021~~2022 and March 31, ~~2021,~~2022, the Company recorded initial deposits to incumbents amounting to approximately ~~$5.4~~$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 ~~$5.4~~$10.7 million initial refundable deposit balance as of September 30, ~~2021, $4.8~~2022, $10.1 million was included in prepaid expenses and other current assets and the remaining $0.6 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, $1.9~~2022, $7.6 million was included in prepaid expenses and other current assets and the remaining ~~$0.5~~$0.4 million in other assets in the Consolidated Balance Sheets.

~~In August 2021,~~ As of September 30, 2022 and March 31, 2022, the Company recorded deferred charges of $7.2 million and $3.4 million, respectively, related to closed retuning deals, of which $0.5 million and $0.2 million was recorded in prepaid expenses and other current assets and $6.7 million and $3.1 million, respectively, was recorded in other assets.

During the six months ended September 30, 2022, the Company applied for, and was granted by the FCC, broadband licenses for ~~12 counties.~~45 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~~$4.9 million. In connection with receiving the broadband licenses, the Company disposed of ~~$3.4~~$1.3 million ~~related to~~of the value ascribed to the narrowband licenses it relinquished to the FCC for the same 1245 counties. The total carrying value of ~~these~~ 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~~exchanges of narrowband licenses for broadband licenses, the Company recorded a gain on disposal of intangible assets of ~~$10.2~~$2.9 million and $3.6 million, for the three and six months ended September 30, 2022, respectively.

Table of Contents

Intangible assets consist of the following activity for the six months ended September 30, ~~2021.~~

2022 (in thousands):

~~Table of Contents~~


	Wireless Licenses
Balance at March 31, 2022	$	151,169
Acquisitions	4,748
Exchanges – broadband licenses received	4,860
Exchanges – narrowband licenses surrendered	(1,308)
Balance at September 30, 2022	$	159,469

~~Intangible assets consist~~

4. Related Party Transactions

Refer to the Company’s 2022 Annual Report for a more complete description of the ~~following at~~ ~~September 30, 2021 (as restated) and~~nature of its related party transactions prior to March 31, ~~2021 (in thousands):~~


	~~Wireless Licenses~~
~~Balance at March 31, 2021~~	$	~~122,117~~
~~Acquisitions~~		~~8,769~~
~~Exchanges - broadband licenses received~~		~~13,611~~
~~Exchanges - narrowband licenses surrendered~~		~~(3,381)~~
~~Balance at September 30, 2021 (As restated)~~	$	~~141,116~~

6. ~~Related Party Transactions~~

~~Under~~2022. The following reflects the ~~terms of~~related party activity during the ~~MOU,~~three and six months ended September 30, 2022 and 2021.

In connection with the Service Revenue Transfer, the Company was obligated to pay ~~the LLC~~ 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 ~~A BEEP and Goosetown~~transfer agreements. The Company is also obligated to pay ~~the LLC~~ a certain portion of the billed revenue received by the Company from pdvConnect customers for a 48-month period. For the three and six months ended September 30, 2022 and September 30, 2021, the Company incurred payments of $15,000 and $30,000, ~~under~~respectively. As of September 30, 2022 and March 31, 2022, the ~~MOU, respectively. For~~Company did not have outstanding liabilities to the related parties associated with the service transfer.

In connection with the 2014 Motorola Spectrum Agreement, the Company had the ability to purchase equipment from Motorola while also leasing the Company’s narrowband spectrum. Unrelated to this agreement, the Company purchased equipment from Motorola in the amount of $622,000 during the three and six months ended September 30, ~~2020 the Company incurred $176,000 and $353,000 under the MOU, respectively.~~2022. As of September 30, ~~2021, the Company did 0t have any outstanding liabilities to the LLC. As of March 31, 2021, the Company owed $32,000 to the LLC.~~

The Company did 0t purchase any equipment from Motorola for the three and six months ended September 30, 2021 and 2020, respectively. The revenue recognized for the three and six months ended September 30, 2021 and 2020 was approximately ~~$182,000 and $364,000, respectively for each period.~~ ~~As of September 30, 2021~~2022 and March 31, ~~2021,~~2022, the Company owed $120,000 to ~~Motorola at the end of each period.~~

~~On May 5,~~Motorola.

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, ~~effective May 15, 2020. In connection with the consulting agreement, Ms. Chong submitted~~subsequent to her resignation from the Company’s Board and as a member of the Board’s Nominating and Corporate Governance Committee. ~~During~~The Company extended the agreement by an additional twelve (12) months with a new termination date of May 14, 2023. For the three and six months ended September 30, 2022 and September 30, 2021, the Company incurred $36,000 and $72,000 in consulting fees to Ms. Chong, respectively. ~~During the three and six months ended September 30, 2020 the Company incurred $36,000 and $60,000 in consulting fees to Ms. Chong, respectively.~~ As of September 30, ~~2021~~2022 and March 31, ~~2021,~~2022, the Company did ~~0t owe~~not have any outstanding liabilities to Ms. ~~Chong fees for consulting services.~~Chong.

On June 25, 2020, as part of its Executive Succession Plan, the Company announced that Brian D. McAuley had submitted his resignation as Executive Chairman of the Board, effective on July 1, 2020. On August 27,

During 2020, the Company entered into aan annual consulting agreement ~~(the “Consulting Agreement”)~~ with ~~Mr.~~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. The Consulting Agreement provides that Mr. McAuley will receive cash compensation~~services, subsequent to his resignation as Executive Chairman of ~~$40,000 per year. Pursuant to~~ the existing terms of his outstanding equity awards, Mr. McAuley will continue to vest in his outstanding equity awards as he continues to provide services to the Company pursuant to the Consulting Agreement.Board. The Consulting Agreement was effective as of September 2, 2020, ~~and terminates by its terms on~~with an original expiration date of September 1, ~~2021, unless terminated earlier by either party or~~2021. The Company extended ~~upon~~ the ~~mutual~~ agreement ~~of the parties at least thirty (30) days before the end of the term. The Consulting agreement was extended~~ by an additional ~~twelve (12)~~twenty four (24) months with a new termination date of September 1, 2022. The Consulting Agreement contains standard confidentiality, indemnification and intellectual property assignment provisions in favor of the Company. The Consulting Agreement also contains a waiver by Mr. McAuley to any severance benefits that he might be entitled to receive under the Company’s Executive Severance Plan in connection with his resignation and the Executive Succession Plan. In consideration for this waiver, in the event the Company terminates the Consulting Agreement without cause, Mr. McAuley dies or becomes disabled during the term of the Consulting Agreement, or the Company elects not to extend the term of the Consulting Agreement through September 1, 2023, then the vesting of all outstanding time-based equity awards held by Mr. McAuley shall accelerate on the date his consulting services end such that he will be deemed to have vested in a total of 18,761 shares of Common Stock for his services under the Consulting Agreement. In addition, Mr. McAuley’s performance-based equity awards shall remain outstanding (and shall not terminate) and he shall continue to be eligible to obtain vested option shares and vested restricted stock units under his outstanding performance-based equity awards if the “Vesting Conditions” set forth in the performance-based equity awards are satisfied.2023. For the three and six months ended September 30, 2022 and September 30, 2021, the Company incurred ~~approximately~~ $10,000 and $20,000 ~~respectively,~~ in consulting fees to Mr. ~~McAuley. For the three and six months ended~~McAuley, respectively. As of September 30, ~~2020,~~2022 and March 31, 2022, the Company did not ~~incur any consulting fees to Mr. McAuley. As of September 30, 2021, the Company owed $40,000 to Mr. McAuley. As of March 31, 2021, the Company did 0t~~ have any outstanding liabilities to Mr. McAuley.

~~Table of Contents~~

5. Leases

~~7. Impairment and Restructuring Charges~~

~~Long-lived Assets and Right of Use Assets Impairment.~~

During the three and six months ended September 30, 2021, the Company recorded $0.1 million for both periods in non-cash impairment charges to reduce the carrying values to zero for long-lived assets consisting of network equipment. During the six months ended September 30, 2020, the Company recorded a $29,000 non-cash impairment charge to reduce the carrying values to zero for long-lived assets consisting of network site costs. There was 0 impairment charge for the three months ended September 30, 2020.

~~Restructuring Charges.~~

~~December 2018 cost reductions.~~On December 31, 2018, the Company’s board of directors approved the following cost reduction actions: (i) the elimination of approximately 20 positions, or 30% of the Company’s workforce and (ii) the closure of its office in San Diego, California (collectively, the “December 2018 Cost-Reduction Actions”). For the three and six months ended September 30, 2020, the Company reduced restructuring charges relating to the December 2018 Cost-Reduction Actions in the amounts of $17,000 and $3,000, respectively, related to employee severance and benefit costs. The Company did 0t incur restructuring charges for the three and six months ended September 30, 2021.

8. ~~Leases~~

A lease is defined as a contract that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On April 1, 2019, the Company adopted ASC 842 and it primarily affected the accounting treatment for operating lease agreements in which the Company is the lessee.

~~Substantially all of the~~All 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, ~~2024~~2023 through June 30, 2027, which includes ~~a 10-year~~ lease ~~extension~~extensions for its corporate ~~headquarters.~~headquarters ranging from three to ten years. The Company entered into multiple lease agreements for tower ~~space. The~~space with lease expiration dates ~~range~~ranging from ~~October 31, 2021 to~~ November 30, ~~2027.~~2022 to April 30, 2028.

~~Substantially all~~

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 ~~Topic~~ASC 842, operating lease agreements are required to be recognized on the Consolidated Balance Sheet as ~~Right~~right of ~~Use~~use (“ROU”) assets and corresponding lease liabilities.

Table of Contents

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. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

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


	Six months ended September 30,					Six months ended September 30,
	2021		2020			2022	2021
Weighted average term - operating lease liabilities		4.04 years		4.69 years	Weighted average term - operating lease liabilities	3.17 years	4.04 years
Weighted average incremental borrowing rate - operating lease liabilities		13%		13%	Weighted average incremental borrowing rate - operating lease liabilities	13%	13%

Rent expense amounted to approximately $0.4 million and $0.9 million, respectively, for the three and six months ended September 30, 2022, which is included in general and administrative expenses in the Consolidated Statement of Operations. Rent expense amounted to approximately $0.5 million and $1.0 million, respectively, for the three and six months ended September 30, 2021, ~~and are~~which is included in general and administrative expenses in the Consolidated ~~Statements~~Statement of Operations.~~Rent expense amounted to approximately $0.6 million for the three months ended~~ September 30, 2020, of which approximately $0.4 million was included as direct cost of revenue and the remainder of approximately $0.2 million was included in general and administrative expenses in the Consolidated Statements of Operations. Rent expense amounted to approximately $1.3 million for the six months ended September 30, 2020, of which approximately $0.8 million was included as direct cost of revenue and the remainder of approximately $0.5 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 reductions in ROU assets by $19,000, operating lease liabilities by $20,000 and gain in disposal of long-lived asset by $1,000.

~~Table of Contents~~

The following table presents net lease cost for the three and six months ended September 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


	Three months ended September 30,				Six months ended September 30,					Three months ended September 30,				Six months ended September 30,
	2021		2020		2021		2020			2022		2021		2022		2021
Lease cost									Lease cost
Operating lease cost (cost resulting from lease payments)	$	495	$	612	$	1,008	$	1,271	Operating lease cost (cost resulting from lease payments)	$	445	$	495	$	894	$	1,008
Short term lease cost		6		40		10		43	Short term lease cost	3		6		7		10
Sublease income		-		(3)		-		(6)

Net lease cost	$	501	$	649	$	1,018	$	1,308	Net lease cost	$	448	$	501	$	901	$	1,018

The following table presents supplemental cash flow and non-cash activity information for the ~~three and~~ six months ended September 30, ~~2021~~2022 and ~~2020~~2021 (in thousands):


	Six months ended September 30,					Six months ended September 30,
	2021		2020			2022		2021
Operating cash flow information:
Cash paid activity:					Cash paid activity:
Operating lease - operating cash flows (fixed payments)	$	1,155	$	1,411	Operating lease - operating cash flows (fixed payments)	$	1,080	$	1,155
Operating lease - operating cash flows (liability reduction)	$	735	$	961	Operating lease - operating cash flows (liability reduction)	$	699	$	735
Non-cash activity:					Non-cash activity:
Right of use assets obtained in exchange for new operating lease liabilities	$	66	$	18	Right of use assets obtained in exchange for new operating lease liabilities	$	50	$	66

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 six months ended September 30, ~~2021~~2022, are as follows (in thousands):

The Company recognizes compensation expense for restricted stock on a straight-line basis over the explicit vesting period. Vested restricted stock units are settled and issuable upon the earlier of the date the employee ceases to be an employee of the Company or a date certain in the future. Stock compensation expense related to restricted stock was approximately $2.4 million for the three months ended September 30, 2021 of which $2.0 million is included in general and administrative expenses, $0.2 million is included in product and development and $0.2 million is included in sales and support expenses in the Consolidated Statement of Operations. Stock compensation expense related to restricted stock was approximately $5.0 million forDuring the six months ended September 30, 2021 of which $4.3 million is included in general and administrative expenses, $0.4 million is included in product and development and $0.3 million is included in sales and support expenses in the Consolidated Statement of Operations. Stock compensation expense related to restricted stock was approximately $4.0 million for the three months ended September 30, 2020 of which $3.7 million is included in general and administrative expenses, $0.2 million is included in product and development2022 and the ~~remainder~~year ended March 31, 2022, a total of 192,325 and 979,320 shares, respectively, were issued in connection with the ~~expense, $62,000, is included in sales~~vesting, conversion and ~~support in the Consolidated Statement~~or exercise of Operations. Stock compensation expense related to restricted stock was approximately $5.7 million for the six months ended September 30, 2020 of which $5.3 million included in general and administrative expenses, $0.3 million is included in product and development and $0.1 million is included in sales and support in the Consolidated Statement of Operations.

~~On August 23, 2021, the Compensation Committee approved the grant of restricted stock units to~~grants under the Company’s ~~President and CEO of 50,000 units. These restricted stock units vest in four equal annual installments measured from the grant date based on the CEO’s continued services to the Company.~~

~~At September 30, 2021, there was $24.5 million of unvested compensation expense for restricted stock, which is expected to be recognized over a weighted average period of 3.0 years.~~

~~Direct cost of revenue.~~ ~~Direct cost of revenue decreased~~Sales and support expenses increased by ~~$0.5~~$0.2 million, or ~~100%~~17%, ~~for the three months ended September 30, 2021 from $0.5~~to $1.2 million for the three months ended September 30, ~~2020.~~2022 from $1.0 million for three months ended September 30, 2021. The increase for the three months ended September 30, 2022, primarily resulted from a $0.2 million higher headcount and related costs. For the six months ended September 30, ~~2021, direct cost of revenue decreased~~2022, sales and support expenses increased by ~~$1.1~~$0.4 million, or ~~100%~~17%, to $0$2.4 million from ~~$1.1~~$2.0 million for six months ended September 30, 2021. The increase for the six months ended, ~~September 30, 2020. The decreases in the three and six months ended September 30, 2021~~ primarily resulted from ~~lower support~~a $0.2 million higher marketing costs, ~~related to the transfer of pdvConnect customers to the LLC as part of our December 2018 restructuring efforts as discussed in Note 4 to the Consolidated Financial Statements in this Form 10-Q/A.~~

~~General and administrative expenses.~~ ~~General and administrative expenses decreased by $4.1~~$0.2 million or 30%, to $9.8 million for the three months ended September 30, 2021 from $14.0 million for three months ended September 30, 2020. For the six months ended September 30, 2021, general and administrative expenses decreased by $1.9 million, or 9%, to $19.6 million from $21.5 million for the six months ended September 30, 2020. The decrease of $4.1 million for the three months ended September 30, 2021, resulted primarily from $1.2 million in higher headcount and ~~professional service~~related costs, $0.1 million higher travel and meeting costs, partially offset by ~~$5.6~~$0.1 million in lower stock compensation expense. The three months ended September 30, 2020 included a one-time stock compensation expense of $5.1 million related to the vesting of performance share units upon grant of the FCC Report & Order. The decrease of $1.9 million for the six months ended September 30, 2021 resulted mainly from a $2.2 million increase in headcount and professional ~~service costs offset by a $4.4 million decrease in stock compensation expense.~~

The loss on equity method investment for the three and six months ended September 30, 2020 relates to the 19.5% ownership interest in TeamConnect LLC that we acquired in connection with the transfer of our historical business.


Delaware		33-0745043
~~Delaware~~		~~33-0745043~~
(State or other jurisdiction of ~~Incorporation~~ 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)



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)


		Operating
Fiscal Year		Leases	Fiscal Year	Operating Leases
2022 (excluding the six months ended September 30, 2021)	$	1,100
2023		2,099
2023 (excluding the six months ended September 30, 2022)			2023 (excluding the six months ended September 30, 2022)	$	1,077
2024		1,953	2024	2,000
2025		1,553	2025	1,565
2026		866	2026	871
After 2026		596
2027			2027	464
After 2027			After 2027	129
Total future minimum lease payments		8,167	Total future minimum lease payments	6,106
Amount representing interest		(1,832)	Amount representing interest	(1,116)
Present value of net future minimum lease payments	$	6,335	Present value of net future minimum lease payments	$	4,990



		Weighted
		Average
	Restricted	Grant Day
	Stock	Fair Value
Non-vested restricted stock outstanding at March 31, 2021	475,759	$	42.48
Granted	348,683		46.79
Vested	(177,356)		(39.38)
Forfeited	(39,588)		(45.25)
Non-vested restricted stock outstanding at September 30, 2021	607,498	$	45.70



		Weighted
		Average
	Performance	Grant Day
	Stock	Fair Value
Performance stock outstanding at March 31, 2021	75,049	$	58.65
Granted	—		—
Vested	—		—
Forfeited/cancelled	—		—
Performance stock outstanding at September 30, 2021	75,049	$	58.65



	Number of Shares

	Common ‎stock	Common ‎stock		Additional ‎paid-in ‎capital		Accumulated ‎deficit		Total
Balance at June 30, 2021	18,038	$	2	$	481,521	$	(272,298)	$	209,225
Equity based compensation*	112		—		3,221		—		3,221
Equity payment of prior year accrued employee related expenses	—		—		—		—		—
Stock option exercises	206		—		3,932		—		3,932
Shares withheld for taxes	(22)		—		(1,308)		—		(1,308)
Net loss (As restated)	—		—		—		(1,791)		(1,791)
Balance at September 30, 2021(As restated)	18,334	$	2	$	487,366	$	(274,089)	$	213,279



Balance at March 31, 2021	17,670	$	2	$	472,854	$	(260,348)	$	212,508
Equity based compensation*	185		—		6,516		—		6,516
Equity payment of prior year accrued employee related expenses	—		—		—		—		—
Stock option exercises	501		—		9,304		—		9,304
Shares withheld for taxes	(22)		—		(1,308)		—		(1,308)
Net loss (As restated)	—		—		—		(13,741)		(13,741)
Balance at September 30, 2021(As restated)	18,334	$	2	$	487,366	$	(274,089)	$	213,279

* includes restricted shares issued.

See accompanying notes to consolidated financial statements.


	For the period ended September 30, 2021
	As Originally Reported		Impact of Prior Period Errors		As Revised
Consolidated Balance Sheet
Intangible assets	$	130,886	$	10,230	$	141,116
Accumulated deficit		(284,319)		10,230		(274,089)


	Three Months ended September 30, 2021
	As Originally Reported		Impact of Prior Period Errors		As Revised
Consolidated Statement of Operation
(Gain)/loss from disposal of intangible assets, net	$	—	$	(10,230)	$	(10,230)
Net loss		(12,021)		10,230		(1,791)
Net loss per common share basic and diluted		(0.67)		0.57		(0.10)


	Six Months ended September 30, 2021
	As Originally Reported		Impact of Prior Period Errors		As Revised
Consolidated Statement of Operation
(Gain)/loss from disposal of intangible assets, net	$	—	$	(10,230)	$	(10,230)
Net loss		(23,971)		10,230		(13,741)
Net loss per common share basic and diluted		(1.34)		0.57		(0.77)


	Accumulated Deficit		Total Stockholder’s Equity

Balance at September 30, 2021 (as originally reported)	$	(284,319)	$	203,049
Adjustments		10,230		10,230
Balance at September 30, 2021 (as restated)		(274,089)		213,279


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


	September 30, 2022		March 31, 2022
Non-current assets - right of use assets, net	$	3,529	$	4,047
Current liabilities - operating lease liabilities	$	1,626	$	1,512
Non-current liabilities - operating lease liabilities	$	3,364	$	4,177


	September 30, 2021		March 31, 2021
Non-current assets - right of use assets, net	$	4,522	$	5,100
Current liabilities - operating lease liabilities	$	1,432	$	1,470
Non-current liabilities - operating lease liabilities	$	4,903	$	5,601



	Options	Weighted Average ‎Exercise Price
Options outstanding at March 31, 2021	1,663,223	$	24.96
Options granted	165,768		58.56
Options exercised	(548,767)		(21.53)
Options forfeited/expired	—		—
Options outstanding at September 30, 2021	1,280,224	$	30.77



	Performance Options	Weighted Average ‎Exercise Price
Performance Options outstanding at March 31, 2021	48,417	$	46.85
Performance Options granted	—		—
Performance Options exercised	(6,635)		(46.85)
Performance Options forfeited/expired	—		—
Performance Options outstanding at September 30, 2021	41,782	$	46.85


	Three months ended September 30,				Aggregate Change			Six months ended September 30,				Aggregate Change
(in thousands)	2021		2020		2021 from 2020			2021		2020		2021 from 2020
	(Unaudited)		(Unaudited)					(Unaudited)		(Unaudited)
Service revenue	$	—	$	66	$	(66)	-100%	$	—	$	140	$	(140)	-100%
Spectrum lease revenue		182		182		—	0%		364		364		—	0%
Total operating revenues	$	182	$	248	$	(66)	-27%	$	364	$	504	$	(140)	-28%


Period	Total Number of Shares Purchased	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Dollar Value of Shares that May Yet be Purchased Under Publicly Announced Plans or Programs
July 1, 2022 through July 31, 2022
Open market and privately negotiated purchases	—	$	—	—	$	32,313
August 1, 2022 through August 31, 2022
Open market and privately negotiated purchases	—	—		—	32,313
September 1, 2022 through September 30, 2022
Open market and privately negotiated purchases	54,450	36.73		54,450	30,313
Total	54,450	$	36.73	54,450	$	30,313


Exhibit No.

~~Exhibit~~ ‎~~No.~~	Description of Exhibit
3.1(1)		Amended and Restated Certificate of Incorporation of the Company.
3.2(2)		Certificate of Amendment No. 1 of Amended and Restated Certificate of Incorporation of the Company.
3.3(3)		Certificate of Amendment No. 2 of Amended and Restated Certificate of Incorporation of the Company.
3.4(4)		Amended and Restated Bylaws of the Company.
3.5(5)		Amendment No. 1 to the Amended and Restated Bylaws of the Company.
4.1(6)		Form of Common Stock Certificate of the Company.
~~31.1~~10.1##		The Company’s Executive Severance Plan as amended August 9, 2022.
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.
~~31.2~~31.2##		Certification of Principal Financial 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.
~~32.1~~32.1##		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~32.2~~32.2##		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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)


		Anterix Inc.

Date: ~~February 3,~~October 31, 2022			/s/ Robert H. Schwartz
			Robert H. Schwartz
			President and Chief Executive Officer
		(Principal Executive Officer)

Date: October 31, 2022
~~Date: February 3, 2022~~	/s/ Timothy A. Gray
			Timothy A. Gray
			Chief Financial Officer
		(Principal Financial Officer ‎and Principal Accounting Officer)