Anterix Inc 10-Q for FY2026 Q1
Anterix Inc. (ATEX)
10-Q
2025-08-12
For: 2025-06-30
View Original
Added on
April 11, 2026
About this 10-Q
Anterix Inc filed this 10-Q on August 12, 2025, covering the quarter ended June 30, 2025 (FY2026 Q1).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.42M
- down 7.0% from $1.53M a year earlier
- Net income
- $25.18M
- compared with a net loss of $15.52M a year earlier
- Diluted EPS
- $1.35
- compared with -$0.84 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
______________________
(Mark One)
For the quarterly period ended June 30, 2025
OR
For the transition period from __________ to __________
Commission File Number: 001-36827
______________________
(Exact name of registrant as specified in its charter)
______________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
(973 ) 771-0300
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
______________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
The (Nasdaq Capital Market) | ||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | ||||||||
| x | Smaller reporting company | ||||||||||
| Emerging growth company | |||||||||||
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 August 8, 2025, 18,739,790 shares of the registrant’s common stock were outstanding.
Anterix Inc.
FORM 10-Q
For the quarterly period ended June 30, 2025
TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) includes statements of our expectations, intentions, plans, projections, guidance 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, projections, guidance, 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,” “potential,” “predict,” “project,” “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 words. We have based these forward-looking statements on our current expectations, guidance and projections and related assumptions about future events and financial trends. While our management considers these expectations, guidance, 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 successfully commercialize our spectrum assets to our targeted utility and critical infrastructure customers on a timely basis, including those customers that are above the Demonstrated Intent threshold, and on commercially favorable terms, including our ability to monetize our spectrum on financial terms consistent with our business plan and assumptions;
•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 our customers on a timely basis and on commercially reasonable terms;
•our ability to develop, market and sell and deliver new products and services, in addition to our spectrum assets, to our targeted and critical infrastructure customers;
•our ability to successfully compete against third parties who offer spectrum and communication technologies, products and solutions to our targeted customers;
•our expectations regarding our sales and marketing initiatives, including our AnterixAcceleratorTM program;
•our expectations regarding our strategic review process;
•our ability to successfully manage our business in light of macroeconomic pressures, including but not limited to inflation, regulatory and policy changes, and geopolitical matters;
•our ability to correctly estimate our cash receipts, revenues and operating expenses and our future financial needs;
•our ability to achieve our operating and financial projections and guidance;
•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 raising additional capital through the issuance of stock or debt securities;
•our expectations regarding the expansion of the 900 MHz Broadband Segment from 6 MHz to 10 MHz;
•our ability to qualify for and obtain broadband licenses in a timely manner or at all from The Federal Communications Commission’s (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 retune, protect, cancel or acquire Covered Incumbent narrowband channels, including Complex Systems, in a timely manner and on commercially reasonable terms, or at all;
•our expectations with respect to our efforts to encourage federal and state agencies and commissions supporting 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;
•our ability to respond to changes in government regulations or actions and the impact of such changes on 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;
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•the expected timing, the amount of repurchases and the related impact to our common stock relating to our share repurchase program;
•our expectations regarding our ability to maintain an effective system of internal controls; and
•our statements regarding the factors that may impact our financial results and stock price.
The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Many of these risks, uncertainties and other factors are beyond our ability to control, influence, or predict. The most significant of these risks, uncertainties and other factors are described in “Item 1A—Risk Factors” in Part II of this Quarterly Report and in our Annual Report (the “2025 Annual Report”) on Form 10-K for the year ended March 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2025. 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.
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PART I. FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements
Anterix Inc.
Consolidated Balance Sheets
(Unaudited, in thousands, except share and per share data)
| June 30, 2025 | March 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Non-trade receivable | |||||||||||
| Spectrum receivable | |||||||||||
| Escrow deposits | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Escrow deposits | |||||||||||
| Property and equipment, net | |||||||||||
| Right of use assets, net | |||||||||||
| Intangible assets | |||||||||||
| Deferred broadband costs | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and other accrued expenses | $ | $ | |||||||||
| Accrued severance and other related charges | |||||||||||
| Due to related parties | |||||||||||
| Operating lease liabilities | |||||||||||
| Contingent liability | |||||||||||
| Deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Contingent liability | |||||||||||
| Deferred revenue | |||||||||||
| Deferred gain on sale of intangible assets | |||||||||||
| Deferred income tax | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (See Note 12) | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
5
Anterix Inc.
Consolidated Statements of Operations
(Unaudited, in thousands, except share and per share data)
| Three months ended June 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Spectrum revenue | $ | $ | |||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||||||||
| Sales and support | |||||||||||||||||||||||||||||||||||
| Product development | |||||||||||||||||||||||||||||||||||
| Severance and other related charges | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| Gain on exchange of intangible assets, net | ( | ( | |||||||||||||||||||||||||||||||||
| Gain on sale of intangible assets, net | ( | ||||||||||||||||||||||||||||||||||
| Loss from disposal of long-lived assets, net | |||||||||||||||||||||||||||||||||||
Income (loss) from operations | ( | ||||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Other income | |||||||||||||||||||||||||||||||||||
Income (loss) before income taxes | ( | ||||||||||||||||||||||||||||||||||
Income tax (benefit) expense | ( | ||||||||||||||||||||||||||||||||||
Net income (loss) | $ | $ | ( | ||||||||||||||||||||||||||||||||
Net income (loss) per common share basic | $ | $ | ( | ||||||||||||||||||||||||||||||||
Net income (loss) per common share diluted | $ | $ | ( | ||||||||||||||||||||||||||||||||
Weighted-average common shares used to compute basic net income (loss) per share | |||||||||||||||||||||||||||||||||||
Weighted-average common shares used to compute diluted net income (loss) per share | |||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
6
Anterix Inc.
Consolidated Statements of Stockholders’ Equity
(Unaudited, in thousands)
| Number of Shares | |||||||||||||||||||||||||||||
| Common stock | Common stock | Additional paid-in capital | Accumulated deficit | Total | |||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Stock compensation expense | — | — | — | ||||||||||||||||||||||||||
| Restricted shares issued | — | — | — | — | |||||||||||||||||||||||||
| Shares withheld for taxes | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Stock compensation expense | — | — | — | ||||||||||||||||||||||||||
| Restricted shares issued | — | — | — | — | |||||||||||||||||||||||||
| Stock option exercises | — | — | |||||||||||||||||||||||||||
| Shares withheld for taxes | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Retirement of common stock | ( | — | — | ( | ( | ||||||||||||||||||||||||
| Net loss | — | — | — | ( | ( | ||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
7
Anterix Inc.
Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock compensation expense | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Right of use assets | |||||||||||
| Gain on exchange of intangible assets, net | ( | ( | |||||||||
| Gain on sale of intangible assets, net | ( | ||||||||||
| Loss from disposal of long-lived assets, net | |||||||||||
| Changes in operating assets and liabilities | |||||||||||
| Non-trade receivable | |||||||||||
| Prepaid expenses and other assets | |||||||||||
| Accounts payable and other accrued expenses | ( | ( | |||||||||
| Accrued severance and other related charges | |||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Contingent liability | |||||||||||
| Deferred revenue | ( | ||||||||||
| Other liabilities | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchases of intangible assets and other related costs | ( | ( | |||||||||
| Proceeds from sale of spectrum | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from stock option exercises | |||||||||||
| Repurchases of common stock | ( | ||||||||||
| Payments of withholding tax on net issuance of restricted stock | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Net change in cash and cash equivalents and restricted cash | ( | ( | |||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of the period | |||||||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
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| Three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
| Cash paid during the period: | |||||||||||
| Operating leases paid | $ | $ | |||||||||
| Non-cash investing activity: | |||||||||||
| Capitalized change in estimated asset retirement obligations | $ | ( | $ | ||||||||
| Network equipment provided in exchange for wireless licenses | $ | $ | |||||||||
| Derecognition of contingent liability related to sale of intangible assets | $ | $ | |||||||||
| Right of use assets new leases | $ | $ | |||||||||
| Right of use assets modifications and renewals | $ | $ | |||||||||
| The following tables provide a reconciliation of cash and cash equivalents and restricted cash reported on the Consolidated Balance Sheets that sum to the total of the same such amounts on the Consolidated Statements of Cash Flows: | |||||||||||
| June 30,2025 | March 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Escrow deposits | |||||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | |||||||||
| June 30, 2024 | March 31, 2024 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Escrow deposits | |||||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
9
Anterix Inc.
Notes to Consolidated Financial Statements
(Unaudited)
1. Nature of Operations and Basis of Presentation
Anterix Inc. (the “Company”) is the utility industry’s partner, empowering enhanced visibility, control and security for a modern grid. The Company’s vision is to deliver secure, scalable solutions enabled by private wireless broadband connectivity, for the benefit of utilities and the communities that they serve. As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico, the Company is uniquely positioned to deliver solutions that support secure, resilient and customer-controlled operations. The Company is focused on commercializing its spectrum assets and expanding the benefits and solutions it offers to enable the Company’s targeted utility and critical infrastructure customers to deploy private broadband networks.
Basis of Presentation and Use of Estimates
The 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 SEC, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, 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, 2025, filed with the SEC on June 24, 2025 (the “2025 Annual Report”). In the Company’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. The Company believes that the disclosures made in the unaudited consolidated interim financial statements are adequate to make the information not misleading. The results of operations for the interim periods presented are not necessarily indicative of the results for the year. The Company is also required to make certain estimates and assumptions that affect the reported amounts. These estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the applicable period. Accordingly, actual results could materially differ from those estimates.
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board, (“FASB”) issued Accounting Standards Updates (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid and to improve the effectiveness of income tax disclosures. This update is effective for annual periods beginning after December 15, 2024. The Company has not yet determined the impact of this pronouncement on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures and subsequently amended with ASU 2025-01, which was issued in January 2025. This update requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. This update is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively or retroactively. The Company has not yet determined the impact of this pronouncement on its consolidated financial statements.
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2. Revenue
The following table provides information regarding the Company’s revenue for each of the services it provides pursuant to its spectrum revenue agreements for the three months ended June 30, 2025 and 2024 (in thousands):
| Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Spectrum revenue | |||||||||||||||||||||||
| 900 MHz Broadband Spectrum Revenue | |||||||||||||||||||||||
| Ameren Corporation | $ | $ | |||||||||||||||||||||
| Evergy | |||||||||||||||||||||||
| Xcel Energy | |||||||||||||||||||||||
TECO (1) | |||||||||||||||||||||||
| Narrowband Spectrum Revenue | |||||||||||||||||||||||
Motorola (2) | |||||||||||||||||||||||
Total spectrum revenue (3) | $ | $ | |||||||||||||||||||||
1.The Company commenced revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum and the associated broadband licenses to Tampa Electric Company (“TECO”) during the three months ended June 30, 2025.
2.As of December 31, 2024, the Company recognized all the revenue associated with the 2014 Motorola spectrum agreement.
3.Revenue recognized during the three months ended June 30, 2025 and 2024 was included in deferred revenue at the beginning of the respective periods.
Spectrum Revenue Agreements
Refer to the Company’s 2025 Annual Report for a description of the Company’s spectrum revenue agreements entered into prior to March 31, 2025.
Capitalized Contract Costs
The Company capitalizes incremental costs associated with obtaining a spectrum revenue agreement with a customer, which generally includes sales commissions. Capitalized incremental costs are amortized over the contractual term beginning on the first delivery of a broadband lease. The Company’s capitalized contract costs consisted of the following activity during the three months ended June 30, 2025 and 2024 (in thousands):
| Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Balance at the beginning of the period | $ | $ | |||||||||||||||||||||
| Additions | |||||||||||||||||||||||
| Amortization | ( | ( | |||||||||||||||||||||
| Balance at the end of the period | |||||||||||||||||||||||
Less amount classified as current assets (1) | ( | ( | |||||||||||||||||||||
Noncurrent assets (1) | $ | $ | |||||||||||||||||||||
1.Current assets are recorded as prepaid expenses and other current assets and noncurrent assets are recorded as other assets on the Company’s Consolidated Balance Sheets.
11
Contract Liabilities
Contract liabilities primarily relate to advanced consideration received from customers in connection with spectrum revenue agreements, for which revenue is recognized over the term of each delivered broadband lease. The Company’s contract liabilities consisted of the following activity during the three months ended June 30, 2025 and 2024 (in thousands):
| Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Balance at the beginning of the period | $ | $ | |||||||||||||||||||||
Net additions (1) | |||||||||||||||||||||||
| Revenue recognized | ( | ( | |||||||||||||||||||||
| Balance at the end of the period | |||||||||||||||||||||||
Less amount classified as current liabilities (2) | ( | ( | |||||||||||||||||||||
Noncurrent liabilities (2) | $ | $ | |||||||||||||||||||||
1.Represents milestone payments received from customer contracts pursuant to the terms of the associated spectrum revenue agreements, net of delivery delay adjustments.
2.Current liabilities and noncurrent liabilities are recorded as deferred revenue on the Company’s Consolidated Balance Sheets.
Remaining Performance Obligations
Revenue allocated to remaining performance obligations of the Company’s contracts represent contracted revenue that will be recognized in future periods. Total performance obligations include deferred revenue (i.e., contract liabilities) as well as amounts that will be invoiced and recognized in future periods. Revenue allocated to remaining performance obligations was $180.1 million as of June 30, 2025, which will be recognized over the remaining contract terms up to 30 years.
3. Segment Reporting
The Company operates as a single operating and reportable segment. The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer, who manages the business on a consolidated basis. All of the Company’s identifiable assets are located in the United States. The Company did not generate any revenue from sources outside of the United States. Accounting Standards Codification, Segment Reporting (“ASC 280”) defines operating segments as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM in deciding how to allocate resources and assess performance.
12
The table below summarizes significant segment expenses and other items, which represent the difference between segment revenue and segment net income (loss) (in thousands):
| Three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Spectrum revenue | $ | $ | |||||||||
| Significant segment expenses and other segment items | |||||||||||
Adjusted general and administrative (1) | |||||||||||
Adjusted sales and support (2) | |||||||||||
Adjusted product development (3) | |||||||||||
| Depreciation and amortization | |||||||||||
| Gain on exchange of intangible assets, net | ( | ( | |||||||||
| Gain on sale of intangible assets, net | ( | ||||||||||
| Interest income | |||||||||||
| Other income | |||||||||||
| Income tax expense | ( | ||||||||||
Other segment items (4) | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
1.Adjusted general and administrative includes expenses related to certain corporate functions, such as, executive, legal, finance, information technology, human resources and others, public company costs, bonus expense for all employees, insurance costs and other costs.
2.Adjusted sales and support includes expenses related to sales and marketing functions.
3.Adjusted product development includes expenses related to technology and product development functions.
4.Other segment items include items not deemed significant or regularly provided to the CODM, such as severance and other related charges, stock compensation and loss from disposal of long-lived assets.
4. Escrow Deposits
Escrow deposits are considered restricted cash as the deposits are restricted from use until the terms of the escrow agreement are met. Restricted cash is recorded as escrow deposits and a contingent liability on the Company’s Consolidated Balance Sheets. A reduction in the contingent liability and escrow deposits will be recognized for each county as the Company delivers the cleared 900 MHz Broadband Spectrum and the associated broadband licenses. Escrow deposits classified as current assets on the Company’s Consolidated Balance Sheets are related to the portion of the obligations of the escrow agreement that are expected to be met within a twelve-month period beginning June 30, 2025. Obligations not expected to be completed within this twelve-month period are classified as non-current assets.
In connection with the Lower Colorado River Authority Agreement (the “LCRA Agreement”), the Company and Lower Colorado River Authority (“LCRA”) entered into an escrow agreement. Pursuant to the escrow agreement, the escrow funds shall be held and invested in a money market deposit account. All interest and other income earned shall be allocated to the Company, payable with the final distribution of the escrow funds. The escrow funds shall be distributed upon written request by both the Company and LCRA pursuant to the terms within the LCRA Agreement. In December 2023, the Company received $15.0 million, of which $7.5 million was deposited in an escrow account. As of June 30, 2025, the Company has classified $5.2 million and $1.9 million as short-term and long-term escrow deposit, respectively, on the Consolidated Balance Sheets, inclusive of accrued interest and escrow releases for delivered 900 MHz Broadband Spectrum and the associated broadband.
5. Intangible Assets
Wireless licenses are considered indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization but instead are tested for impairment annually, or more frequently if an event indicates that the asset might be impaired. There were no
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Intangible assets consist of the following activity for the three months ended June 30, 2025 and 2024 (in thousands):
| Three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Balance at the beginning of period | $ | $ | |||||||||
| Acquisitions | |||||||||||
| Sale of intangible assets | ( | ||||||||||
| Exchanges - licenses received | |||||||||||
| Exchanges - licenses surrendered | ( | ( | |||||||||
| Balance at the end of period | $ | $ | |||||||||
Purchases of intangible assets, including refundable deposits, retuning costs and swaps
During the three months ended June 30, 2025 and 2024, the Company entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration (“deals”) and made Anti-Windfall Payments to the U.S. Treasury Department. The initial deposits to incumbents are recorded as spectrum receivable on the Company’s Consolidated Balance Sheets and are refundable if the FCC does not approve the sale, retuning or swap of the spectrum. The initial deposits are transferred to deferred broadband costs or intangible assets on the Company’s Consolidated Balance Sheets, as applicable, upon meeting the relevant deal milestones. The final payments related to closed retuning or swap deals are recorded as deferred broadband costs on the Company’s Consolidated Balance Sheets. The final payments for license purchases or Anti-Windfall Payments are recorded as intangible assets on the Company’s Consolidated Balance Sheets.
Broadband License Exchanges
At times, the Company exchanges its narrowband licenses for broadband licenses related to spectrum agreements. Upon receipt of FCC approval, the spectrum licenses acquired as part of an exchange of nonmonetary assets are recorded at their new accounting cost basis as of the exchange date. The difference between the accounting cost basis of the spectrum licenses obtained, carrying value of the spectrum licenses transferred and cash paid, if any, is recognized as a gain or loss on exchange of intangible assets reported separately on the Company’s Consolidated Statements of Operations.
During the three months ended June 30, 2025, the FCC granted the Company broadband licenses for 62 counties. The Company recorded the new broadband licenses at their accounting cost basis of approximately $40.6 million. In connection with receiving the broadband licenses, the Company disposed of $6.7 million, related to the value ascribed to the narrowband licenses it relinquished to the FCC for the same 62 counties. The total carrying value of the narrowband licenses included the cost to acquire the original narrowband licenses, Anti-Windfall Payments paid to cover the shortfall in each county and the clearing costs. As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on exchange of intangible assets of $33.9 million for the three months ended June 30, 2025.
During the three months ended June 30, 2024, the FCC granted the Company a broadband license for one county. The Company recorded the new broadband license at its accounting cost basis of approximately $0.1 million. In connection with receiving the broadband license, the Company disposed of a de minimis amount related to the value ascribed to the narrowband license it relinquished to the FCC for the same one county. The total carrying value of the narrowband license included the cost to acquire the original narrowband license, Anti-Windfall Payments paid to cover the shortfall in this county and the clearing costs. As a result of the exchange of the narrowband license for the broadband license, the Company recorded a gain on exchange of intangible assets of $0.1 million for the three months ended June 30, 2024.
Broadband License Sale
During the three months ended June 30, 2025, the Company transferred to LCRA the 900 MHz Broadband Spectrum and the associated broadband licenses related to 24 counties for the total consideration of $2.2 million. The total consideration included a $1.1 million milestone payment received in April 2025 and $1.1 million reduction
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of contingent liability. As a result, the Company recognized a reduction in intangible assets of $1.2 million and recorded a $1.0 million gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.
During the three months ended June 30, 2025, the Company transferred to Oncor Electric Delivery Company LLC (“Oncor”) the 900 MHz Broadband Spectrum and the associated broadband licenses related to three counties for the total consideration of $0.3 million which was received in May 2025. As a result, the Company recognized a reduction in intangible assets of $0.3 million and recorded a $8 thousand gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.
6. Accrued Severance and Other Related Charges
Total accrued severance and other related charges for the three months ended June 30, 2025 and 2024 were as follows (in thousands):
| Three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Balance at the beginning of the period | $ | $ | |||||||||
| Cash accruals* | |||||||||||
| Cash payments | ( | ||||||||||
| Balance at the end of the period | $ | $ | |||||||||
* Increase in cash accruals is related to the retention of key employees and other related costs as a result of the reduction in workforce during Fiscal 2025.
7. Related Party Transactions
Refer to the Company’s 2025 Annual Report for a more complete description of the nature of its related party transactions prior to March 31, 2025. The following reflects the related party activity during the three months ended June 30, 2025 and 2024.
In connection with Morgan O’Brien’s retirement as Executive Chairman of the Board, the Company entered into a consulting agreement with Mr. O’Brien under which he has agreed to provide consulting services to the Company for a minimum of six months and receive cash compensation of $30 thousand per month beginning on January 1, 2025 through June 30, 2025 (the “minimum term”), and continuing thereafter on a month-to month basis until terminated by either party (the “Consulting Agreement”). As of June 30, 2025, Mr. O’Brien’s consulting agreement was terminated.
During the three months ended June 30, 2025, the Company incurred $0.1 million in consulting fees to Mr. O’Brien included in general and administrative expenses on the Company’s Consolidated Statements of Operations. For the three months ended June 30, 2024, the company did not incur any consulting fees. As of June 30, 2025 and March 31, 2025, the Company had $30 thousand and $30 thousand in outstanding liabilities to Mr. O’Brien included in due to related parties on the Company’s Consolidated Balance Sheets.
8. Leases
All the leases in which the Company is the lessee are comprised of corporate office space and tower space. The Company is obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 through January 31, 2029, which includes lease extensions for its corporate headquarters ranging from to ten years . The Company entered into multiple lease agreements for tower space. The lease expiration dates range from July 31, 2025 to June 26, 2032.
Substantially all of the Company’s leases are classified as operating leases. Operating lease agreements are required to be recognized on the Company’s Consolidated Balance Sheets as right of use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
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Weighted-average remaining lease term and incremental borrowing rate for the Company’s operating leases are as follows:
| Three months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted average term - operating lease liabilities | |||||||||||
| Weighted average incremental borrowing rate - operating lease liabilities | |||||||||||
The following table presents total lease cost for the three months ended June 30, 2025 and 2024 (in thousands):
| Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Total operating lease cost* | $ | $ | |||||||||||||||||||||
*Total operating lease cost is included in general and administrative expenses on the Company’s Consolidated Statements of Operations.
The following table presents supplemental balance sheet information as of June 30, 2025 and March 31, 2025 (in thousands):
| June 30, 2025 | March 31, 2025 | ||||||||||
| Non-current assets - right of use assets, net | $ | $ | |||||||||
| Current liabilities - operating lease liabilities | $ | $ | |||||||||
| Non-current liabilities - operating lease liabilities | $ | $ | |||||||||
Future minimum payments under existing non-cancellable 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 three months ended June 30, 2025, are as follows (in thousands):
| Fiscal Year | Operating Leases | ||||
2026 (excluding the three months ended June 30, 2025) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
After 2030 | |||||
| Total future minimum lease payments | |||||
| Amount representing interest | ( | ||||
| Present value of net future minimum lease payments | $ | ||||
9. Income Taxes
The Company used a discrete effective tax rate method to calculate taxes for the three months ended June 30, 2025 and 2024, which were a result of its inability to use some portion of its federal and state net operating losses (“NOLs”) carryforwards against the deferred tax liability created by the amortization of indefinite-lived intangible assets and the change in the state effective tax rate. The Company determined that applying an estimate of the annual effective tax rate would not provide a reasonable estimate as small changes in estimated “ordinary” loss could result in significant changes in the estimated annual effective tax rate. Accordingly, for the three months ended June 30, 2025, the Company recorded a total tax benefit of $2.3 million. For the three months ended June 30, 2024, the Company recorded a total tax expense of $1.2 million. The effective income tax rates for the three months ended June 30, 2025 and 2024 were -21.7 % and -26.5 %, respectively. The decrease in the effective tax rate was the result of lower state effective tax rate due to the shift in state apportionment.
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The Company’s NOLs generated after March 31, 2018 may be used as an indefinite-lived asset to offset its deferred tax liability but are limited to 80% of future taxable income. The deferred tax liabilities as of June 30, 2025 are approximately $3.9 million for federal and $0.2 million for state. The deferred tax liabilities as of March 31, 2025 were approximately $3.7 million for federal and $2.9 million for state.
10. Stockholders’ Equity
The Company established the 2023 Stock Plan (the “2023 Stock Plan”) to attract, retain and reward individuals who contribute to the achievement of the Company’s goals and objectives. This 2023 Stock Plan superseded previous stock plans. The 2023 Stock Plan permits the Company to grant equity compensation awards to employees, consultants and non-employee directors of the Company. The 2023 Stock Plan authorizes 1,350,000 shares of common stock of the Company (the “Shares”) for grant, plus remaining available for issuance under previous plans. As of June 30, 2025, under the 2023 Stock Plan, 488,598 Shares are available for future issuance.
During the three months ended June 30, 2025 and the year ended March 31, 2025, a total of 83,070 and 405,204 shares, respectively, were issued in connection with the vesting, conversion and or exercise of grants under the 2023 Stock Plan.
Share Repurchase Program
In September 2023, the Board authorized the 2023 Share Repurchase Program (the “2023 Share Repurchase Program”) pursuant to which the Company may repurchase up to $250.0 million of the Company’s common stock on or before September 21, 2026. The Company may repurchase shares of its common stock via the open market and/or privately negotiated transactions. Repurchases will be made in accordance with applicable securities laws and may be effected pursuant to Rule 10b5-1 trading plans. The manner, timing and amount of any share repurchases will be determined by the Company based on a variety of factors, including proceeds from customer contracts, the timing of which is unpredictable, as well as general business and market conditions, the Company’s capital position, and other strategic considerations. The 2023 Share Repurchase Program does not obligate the Company to repurchase any particular amount of its common stock.
The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. For the three months ended June 30, 2025, the Company had no excise tax expense. For the three months ended June 30, 2024, excise tax expense was approximately $0.1 million.
The following table presents the share repurchase activity for the three months ended June 30, 2025 and 2024 (in thousands, except per share data):
| Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Number of shares repurchased and retired | |||||||||||||||||||||||
| Average price paid per share* | $ | $ | |||||||||||||||||||||
| Total cost to repurchase | $ | $ | |||||||||||||||||||||
As of June 30, 2025, $227.7 million is remaining under the 2023 Share Repurchase Program.
11. Net Income (Loss) Per Share of Common Stock
Basic net income (loss) per common share is calculated by dividing the net income (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 income (loss) per share calculation, stock options, restricted stock units and awards are considered to be potentially dilutive securities. Diluted earnings per share is computed using the treasury stock method.
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The following table reconciles net income (loss) and weighted-average common shares used to compute basic and diluted net income (loss) per share:
| Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Net income (loss): | $ | $ | ( | ||||||||||||||||||||
| Weighted-average common shares: | |||||||||||||||||||||||
| Basic weighted-average shares | |||||||||||||||||||||||
| Add: dilutive effect of stock options and restricted stock units | |||||||||||||||||||||||
| Diluted weighted-average common shares | |||||||||||||||||||||||
For the three months ended June 30, 2025, there were 1,898,083 stock options and restricted stock units outstanding, excluded from the calculation of diluted weighted-average shares because the effect was anti-dilutive. For the three months ended June 30, 2024, there were 215,423 potentially dilutive stock options and restricted stock units outstanding, excluded from the calculation of diluted weighted-average shares as the effect was anti-dilutive because the Company reported a net loss.
12. Contingencies and Guaranty
Contingent Liabilities
SDG&E Refund Obligations
In February 2021, the Company entered into the SDG&E Agreement with SDG&E, to sell 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County, for a total payment of $50.0 million. As the Company is required to refund payments it has received from SDG&E in the event of termination or non-delivery of the specific county’s full 900 MHz Broadband Spectrum, it recorded the payments received as contingent liability on the Company’s Consolidated Balance Sheets. A reduction in the contingent liability and a gain or loss on the sale of spectrum will be recognized for each county once the Company delivers the full cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E.
During Fiscal 2023 and 2022, the Company transferred to SDG&E the cleared 900 MHz Broadband Spectrum and the associated broadband license related to Imperial County and San Diego County. This resulted in the recognition of a gain on the sale of spectrum and derecognition of the contingent liability associated with San Diego County and Imperial County.
Subsequent to the derecognition of the contingent liability related to the delivery of San Diego County and Imperial County licenses, the remaining contingent liability related to SDG&E of $1.0 million for Orange County is classified as a short-term liability due to the expected timing of delivery.
LCRA Refund Obligation
In April 2023, the Company entered into the LCRA Agreement for a total payment of $30.0 million, to be paid through fiscal year 2026 pursuant to the terms of the agreement. In November 2024, the Company received the agreed upon narrowband spectrum licenses from LCRA with a fair value of $1.4 million. As the Company is required to refund the deposit it has received from LCRA in the event of termination or non-delivery of the specific county’s full cleared 900 MHz Broadband Spectrum, it recorded the payments and licenses received as contingent liability on the Company’s Consolidated Balance Sheets. A reduction in the contingent liability and a gain or loss on the sale of spectrum will be recognized for each county once the Company delivers the full cleared 900 MHz Broadband Spectrum and the associated broadband licenses to LCRA.
During the three months ended June 30, 2025, the Company transferred to LCRA the 900 MHz Broadband Spectrum and the associated broadband licenses related to 24 counties which resulted in a $1.1 million reduction in contingent liability inclusive of $0.1 million related to the narrowband spectrum licenses previously received. See Note 5 Intangible Assets for further discussion on the sale of intangible assets.
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As of June 30, 2025, the Company has classified $11.0 million and $4.2 million as short-term and long-term contingent liability, respectively, based on the estimated timing of license delivery associated with the LCRA Agreement.
Oncor Refund Obligation
In June 2024, the Company entered into the Oncor Agreement for a total payment of $102.5 million, to be paid through fiscal year 2026 pursuant to the terms of the agreement. As the Company is required to refund the deposit it has received from Oncor in the event of termination or non-delivery of the specific county’s full cleared 900 MHz Broadband Spectrum, it recorded the payments received as contingent liability on the Company’s Consolidated Balance Sheets. A reduction in the contingent liability and a gain or loss on the sale of spectrum will be recognized for each county once the Company delivers the 900 MHz Broadband Spectrum and the associated broadband licenses to Oncor.
During Fiscal 2025, the Company transferred to Oncor the 900 MHz Broadband Spectrum and the associated broadband licenses related to four counties and received a milestone payment of $34.0 million. In addition, during the three months ended June 30, 2025, the Company received $2.9 million related to reimbursable clearing costs and Anti-Windfall Payments made in connection with the transfer of the associated broadband licenses.
During the three months ended June 30, 2025, the Company transferred to Oncor the 900 MHz Broadband Spectrum and the associated broadband licenses related to three counties and received a milestone payment of $0.3 million inclusive of $20 thousand related to reimbursable clearing costs and Anti-Windfall Payments made in connection with the transfer of the associated broadband licenses. See Note 5 Intangible Assets for further discussion on the sale of intangible assets.
As of June 30, 2025, the Company has classified $7.0 million as short-term contingent liability, based on the estimated timing of license delivery associated with the Oncor Agreement.
Guaranties
In October 2022, the Company entered into an agreement with Xcel Energy Services Inc. (“Xcel Energy”) providing Xcel Energy dedicated long-term usage of the Company’s 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states (the “Xcel Energy Agreement”). In connection with the Xcel Energy Agreement, the Company entered into a guaranty agreement, under which the Company guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory in eight states along with other commercial obligations. In the event of default or non-delivery of the specific territory’s 900 MHz Broadband Spectrum, the Company is required to refund payments it has received. In addition, to the extent the Company has performed any obligations, the Company’s liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations. The Company recorded $67.1 million in deferred revenue in connection with the prepayments received as of June 30, 2025. The Company commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first quarter of fiscal year 2024 and will continue through 2029. As of June 30, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $61.2 million, reflecting a reduction in liability due to the obligations it has performed to date.
In June 2025, the Company entered into an agreement to retune and acquire wireless licenses for a total of $28.0 million. In connection with this agreement, the Company entered into a guaranty agreement with the incumbent, under which the Company guaranteed the payment and performance of all obligations under the agreement to the incumbent in the event of default. In addition, to the extent the Company has performed any obligations under the agreement, the Company’s liability and remaining obligations will extend only to the remaining obligations. As of June 30, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $28.0 million.
Defined Contribution Plan - Employer Contributions
The Company sponsors defined contribution plans (the “Plans”) that cover our employees following the completion of an eligibility period. Under the Plans, participating employees may defer a portion of their pretax earnings up to the limits provided by local statutory requirements. The Company makes matching contributions, subject to limits of the base compensation that a participant contributes to the Plan. The Company records its portion of matching contributions within general and administrative expenses on the Company’s Consolidated Statement of Operations.
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The Company contributed $0.2 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively.
Litigation
13. Concentrations of Credit Risk and Significant Customers
Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with financial institutions for which credit loss is not anticipated. As of June 30, 2025 and March 31, 2025, substantially all of the Company’s cash balance exceeded the federally insured limits. For the three months ended June 30, 2025 and 2024, each of the Company’s customers accounted for greater than 10
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Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis of the financial condition and results of operations of Anterix Inc. (“Anterix,” the “Company”, “we”, “us”, or “our”) should be read in conjunction with our financial statements and notes thereto included in this Quarterly Report and the audited financial statements and notes thereto included in our 2025 Annual Report on Form 10-K for the year ended March 31, 2025, filed with the SEC on June 24, 2025. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors including, but not limited to, those identified or referenced in “Item 1A—Risk Factors” in Part II of this Quarterly Report. As a result, investors are urged not to place undue reliance on any forward-looking statements. Except as required by applicable law, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.
Overview
Anterix Inc. is the utility industry’s partner, empowering enhanced visibility, control and security for a modern grid. Our vision is to deliver secure, scalable solutions enabled by private wireless broadband connectivity, for the benefit of utilities and the communities that they serve. As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico, we are uniquely positioned to deliver solutions that support secure, resilient and customer-controlled operations. We are focused on commercializing our spectrum assets and expanding the benefits and solutions we offer to enable our targeted utility and critical infrastructure customers to deploy private broadband networks.
Refer to our 2025 Annual Report for a more complete description of the nature of our business, including details regarding the process and costs to secure our broadband licenses.
Results of Operations
A discussion and analysis of the primary factors contributing to our results of operations are presented below. The following tables summarize our results of operations and financial data for the three months ended June 30, 2025 and 2024. The following data should be read in conjunction with our Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report.
| Three months ended June 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Spectrum revenue | $ | 1,418 | $ | 1,525 | |||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| General and administrative | 10,449 | 12,851 | |||||||||||||||||||||||||||||||||
| Sales and support | 1,493 | 1,850 | |||||||||||||||||||||||||||||||||
| Product development | 1,120 | 1,750 | |||||||||||||||||||||||||||||||||
| Severance and other related charges | 620 | — | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | 124 | 179 | |||||||||||||||||||||||||||||||||
| Operating expenses | 13,806 | 16,630 | |||||||||||||||||||||||||||||||||
| Gain on exchange of intangible assets, net | (33,916) | (93) | |||||||||||||||||||||||||||||||||
| Gain on sale of intangible assets, net | (961) | — | |||||||||||||||||||||||||||||||||
| Loss from disposal of long-lived assets, net | 8 | — | |||||||||||||||||||||||||||||||||
Income (loss) from operations | 22,481 | (15,012) | |||||||||||||||||||||||||||||||||
| Interest income | 442 | 694 | |||||||||||||||||||||||||||||||||
| Other income | — | 16 | |||||||||||||||||||||||||||||||||
Income (loss) before income taxes | 22,923 | (14,302) | |||||||||||||||||||||||||||||||||
Income tax (benefit) expense | (2,257) | 1,222 | |||||||||||||||||||||||||||||||||
Net income (loss) | $ | 25,180 | $ | (15,524) | |||||||||||||||||||||||||||||||
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Summary
Our net income for the three months ended June 30, 2025 increased by approximately $40.7 million to $25.2 million from a net loss of $15.5 million for the three months ended June 30, 2024. The increase in net income was primarily due to the following:
•General and administrative expenses decreased by $2.4 million, or -19%, to $10.4 million for the three months ended June 30, 2025 from $12.9 million for the three months ended June 30, 2024. The decrease primarily resulted from $1.5 million lower headcount related costs, $0.9 million stock compensation expense, and $0.1 million contract consulting fees, partially offset by $0.1 million higher professional services.
•Sales and support expense decreased by $0.4 million, or -19%, to $1.5 million for the three months ended June 30, 2025 from $1.9 million for the three months ended June 30, 2024. The decrease primarily resulted from $0.3 million lower professional services, $0.2 million headcount related costs, and $0.1 million marketing expense, partially offset by $0.2 million higher contract consulting fees.
•Product development expenses decreased by $0.6 million, or -36%, to $1.1 million for the three months ended June 30, 2025 from $1.8 million for the three months ended June 30, 2024. The decrease primarily resulted from $0.6 million lower contract consulting fees and $0.4 million IT related costs, partially offset by $0.2 million in higher headcount related costs and $0.2 million stock compensation expense.
•Severance and other related charges increased by $0.6 million, or 100%, to $0.6 million for the three months ended June 30, 2025 from zero for the three months ended June 30, 2024. The increase is primarily related to the retention of key employees and other related costs as a result of the reduction in workforce during Fiscal 2025.
•Gain on exchange of intangible assets, net increased by $33.8 million, or 36,369%, to $33.9 million for the three months ended June 30, 2025 from $0.1 million for the three months ended June 30, 2024. During the three months ended June 30, 2025, we exchanged our narrowband licenses for broadband licenses in 62 counties. In connection with the exchange, we recorded an accounting cost basis of $40.6 million for the new broadband licenses and disposed of $6.7 million related to the value ascribed to the narrowband licenses we relinquished to The Federal Communications Commission’s (the “FCC”) for those same 62 counties. As a result, we recorded a $33.9 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations. During the three months ended June 30, 2024, we exchanged our narrowband license for a broadband license in one county. In connection with the exchange, we recorded an accounting cost basis of $0.1 million for the new broadband license and relinquished to the FCC narrowband license for the same one county with de minimis value. As a result, we recorded a $0.1 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations.
•Gain on sale of intangible assets, net increased by $1.0 million, or 100%, to $1.0 million for the three months ended June 30, 2025 from zero for the three months ended June 30, 2024. During the three months ended June 30, 2025, we transferred to Lower Colorado River Authority (“LCRA”) and Oncor Electric Delivery Company LLC (“Oncor”) 24 and three broadband licenses, respectively, and recorded a $1.0 million gain on sale of intangible assets on our Consolidated Statements of Operations. Refer to Note 5 Intangible Assets in the Notes to the Consolidated Financial Statements for further discussion on the sale of intangible assets.
•Interest income decreased by $0.3 million, or -36%, to $0.4 million for the three months ended June 30, 2025 from $0.7 million for the three months ended June 30, 2024. The decrease was primarily attributable to a lower average cash balance during the period and lower interest rates.
•Income tax benefit increased by $3.5 million, or 285%, to $2.3 million for the three months ended June 30, 2025 from income tax expense of $1.2 million for the three months ended June 30, 2024. The increase was primarily attributable to lower state effective tax rate due to the shift in state apportionment.
Liquidity and Capital Resources
Our principal source of liquidity is our cash and cash equivalents generated from customer contract proceeds. At June 30, 2025, we had cash and cash equivalents of $41.4 million.
We believe our cash and cash equivalents on hand, along with contracted proceeds from customers, will be sufficient to meet our financial obligations through at least 12 months from the date of this Quarterly Report. As noted above, our future capital requirements will depend on a number of factors, including among others, future customer contracts, the costs and
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timing of our spectrum retuning activities, spectrum acquisitions and the Anti-Windfall Payments to the U.S. Treasury, our operating activities, any cash proceeds we generate through our commercialization activities, our ability to timely deliver broadband licenses to our customers in accordance with our contractual obligations and our obligation to refund payments or pay penalties if we do not meet our commercial obligations. The repurchase of shares of our common stock under our share repurchase program would also reduce our available cash and cash equivalents. We deploy this capital at our determined pace based on several key ongoing factors, including customer demand, market opportunity, and offsetting income from spectrum leases. We cannot reasonably estimate any potential impact to our results of operations, commercialization efforts and financial condition arising from changes to our macroeconomic, legal or regulatory environment, including potential legislation affecting the energy or utility industry, the telecommunications environment, or supply chains. We are actively managing our business to maintain our cash flow and believe that we currently have adequate liquidity. To implement our business plans and initiatives, however, we may need to raise additional capital. We cannot predict with certainty the exact amount or timing for any future capital raises. See “Risk Factors” in Item 1A of Part II of this Quarterly Report for a reference to the risks and uncertainties that could cause our costs to be more than we currently anticipate and/or our revenue and operating results to be lower than we currently anticipate. If required, we intend to raise additional capital through debt or equity financing or through some other financing arrangement. However, we cannot be sure that additional financing will be available if and when needed, or that, if available, we can obtain financing on terms favorable to our stockholders and to us. Any failure to obtain financing when required will have a material adverse effect on our business, operating results, financial condition and liquidity.
Cash Flows from Operating, Investing and Financing Activities
| Three months ended June 30, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| (Unaudited) | (Unaudited) | ||||||||||
| Net cash used in operating activities | $ | (3,140) | $ | (2,361) | |||||||
| Net cash used in investing activities | $ | (2,665) | $ | (5,400) | |||||||
| Net cash used in financing activities | $ | (642) | $ | (1,071) | |||||||
Net cash used in operating activities
Our principal source of cash provided by operating activities is our customer contract proceeds in the form of advanced payments. For spectrum lease agreements, we record these advanced payments as deferred revenue on our Consolidated Balance Sheets and recognize revenue over the term of the lease, which is typically 20 to 30 years. For spectrum sale agreements, we record advanced payments as a contingent liability on our Consolidated Balance Sheets and derecognize this liability upon closing of the sale along with recording a gain or loss on sale. In addition, our cash flows reflect a non-cash gain or loss on disposal of intangible assets for the difference in cost basis as we exchange narrowband licenses for broadband licenses. We expect net cash provided by (used in) operating activities to be affected by the progress on our customer agreements as well as changes in other operating assets and liabilities. The following represents our changes in net cash used in operating activities for the three months ended June 30, 2025 and 2024.
Net cash used in operating activities was approximately $3.1 million for the three months ended June 30, 2025. The net cash used in operating activities for the three months ended June 30, 2025 was primarily due to the following:
•$25.2 million increase related to our operating income, which includes a reduction of $33.5 million of non-cash items primarily driven by the gain on exchange of intangible assets of $33.9 million. Refer to the Results of Operations;
•$2.9 million increase in non-trade receivables related to reimbursable clearing costs and Anti-Windfall Payments received from Oncor;
•$2.6 million decrease in accounts payable and other accrued expenses primarily due to annual bonus payments;
•$3.5 million increase in deferred revenue due to $4.9 million cash proceeds from Tampa Electric Company (“TECO”) related to our 900 MHz Broadband Spectrum contract partially offset by $1.4 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and
•$1.1 million increase in contingent liability primarily related to the Oncor Agreement.
Net cash used in operating activities was approximately $2.4 million for the three months ended June 30, 2024. The net cash used in operating activities for the three months ended June 30, 2024 was primarily due to the following:
•$15.5 million decrease related to our operating loss, which includes $5.9 million of non-cash items. Refer to the Results of Operations;
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•$1.6 million decrease in accounts payable and accrued expenses primarily due to annual bonus payments;
•$1.5 million decrease in deferred revenue due to revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and
•$10.0 million increase in contingent liability related to the Oncor Agreement.
Net cash used in investing activities
Our principal outflow of cash used in investing activities is our purchases of intangible assets, including refundable deposits, retuning costs and swaps, which represent our spectrum clearing efforts as we work toward the conversion from narrowband to broadband spectrum. The purchases of intangible assets may be offset by current period cash proceeds from the sale of intangible assets, with a potential non-cash derecognition of the contingent liability for any proceeds received and recognized in operating activities in a prior period. Payments received in the current period are reflected as investing activities on the Consolidated Statements of Cash Flows upon the sale of intangible assets. We expect net cash provided by (used in) investing activities to be affected by the timing of our spectrum clearing efforts and the closing of our sale transactions and the related transfer of broadband licenses. The following represents our changes in net cash used in investing activities for the three months ended June 30, 2025 and 2024.
Net cash used in investing activities was $2.7 million and $5.4 million for the three months ended June 30, 2025 and 2024, respectively. For the three months ended June 30, 2025, net cash used in investing activities was primarily from $4.0 million payments made to acquire, swap or retune wireless licenses in markets across the United States, partially offset by $1.3 million related to the proceeds from sale of spectrum. For the three months ended June 30, 2024, net cash used in investing activities was from $5.4 million payments made to acquire, swap or retune wireless licenses in markets across the United States.
Net cash used in financing activities
Our principal outflow of cash used in financing activities is a result of our equity transactions, including repurchases of common stock and taxes and fees associated with the issuance of restricted stock awards, offset by proceeds from stock options exercised in the period. We expect net cash used in financing activities to be affected by the timing of future equity transactions including the timing of our repurchases of common stock. The following represents our changes in net cash used in financing activities for the three months ended June 30, 2025 and 2024.
Net cash used in financing activities was $0.6 million and $1.1 million for the three months ended June 30, 2025 and 2024, respectively. For the three months ended June 30, 2025, net cash used in financing activities was primarily from the payments of withholding tax on net issuance of restricted stock of $0.6 million. For the three months ended June 30, 2024, net cash used in financing activities was primarily for the repurchase of common stock of $2.0 million, payments of withholding tax on net issuance of restricted stock of $0.7 million, partially offset by the proceeds from stock option exercises of $1.6 million.
Material Cash Requirements
Our future capital requirements will depend on many factors, including: costs and time related to the commercialization of our spectrum assets; and our ability to sign customer contracts and generate revenues from the license or transfer of any broadband licenses we secure; our ability to timely deliver broadband licenses and clear spectrum to our customers in accordance with our contractual obligation; any requirement to refund payments or pay penalties if we do not satisfy our contractual obligations; the timeline and costs to acquire broadband licenses pursuant to the Report and Order, including the costs to acquire additional spectrum, the costs related to retuning, or swapping spectrum held by 900 MHz site-based licensees in the broadband segment that is required under section 90.621(b) to be protected by a broadband licensee with a base station at any location within the county, or any 900 MHz geographic-based Specialized Mobile Radio licensee in the broadband segment whose license area completely or partially overlaps the county, and the costs of paying Anti-Windfall Payments.
We are obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 through January 31, 2029, which includes a three to ten-year lease extension for our corporate headquarters. We have also entered into multiple lease agreements for tower space related to our spectrum holdings. These lease expiration dates range from July 31, 2025 to June 26, 2032. Total estimated payments for these lease agreements are approximately $6.0 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us). We also have an obligation to clear the tower site locations, for which we recorded an asset retirement obligation (the “ARO”). Total estimated payments as a result of the ARO is approximately $0.5 million. In addition to the lease payments and ARO for our tower site locations, we entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless
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licenses for cash consideration. As of June 30, 2025, our total estimated future payments for these agreements with incumbents are approximately $44.2 million.
Guaranties
In October 2022, we entered into an agreement with Xcel Energy Services Inc. (“Xcel Energy”) providing Xcel Energy dedicated long-term usage of our 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states (the “Xcel Energy Agreement”). In connection with Xcel Energy Agreement, we entered into a guaranty agreement, under which we guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory in eight states along with other commercial obligations. In the event of default or non-delivery of the specific territory’s 900 MHz Broadband Spectrum, we are required to refund payments we have received. In addition, to the extent we have performed any obligations, our liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations. We recorded $67.1 million in deferred revenue in connection with the prepayments received as of June 30, 2025. We commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first quarter of fiscal year 2024 and will continue through 2029. As of June 30, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $61.2 million, reflecting a reduction in liability due to the obligations performed to date.
In June 2025, we entered into an agreement to retune and acquire wireless licenses for a total of $28.0 million. In connection with this agreement, we entered into a guaranty agreement with the incumbent, under which we guaranteed the payment and performance of all obligations under the agreement to the incumbent in the event of default. In addition, to the extent the Company has performed any obligations under the agreement, our liability and remaining obligations will extend only to the remaining obligations. As of June 30, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $28.0 million.
Share Repurchase Program
In September 2023, our Board authorized the 2023 Share Repurchase Program (the “2023 Share Repurchase Program”) pursuant to which we may repurchase up to $250.0 million of our common stock on or before September 21, 2026. We may repurchase shares of our common stock via the open market and/or privately negotiated transactions. Repurchases will be made in accordance with applicable securities laws and may be effected pursuant to Rule 10b5-1 trading plans. The manner, timing and amount of any share repurchases will be determined by us based on a variety of factors, including proceeds from customer contracts, the timing of which is unpredictable, as well as general business and market conditions, our capital position, and other strategic considerations. The 2023 Share Repurchase Program does not obligate us to repurchase any particular amount of our common stock.
The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. For the three months ended June 30, 2025, we had no excise tax expense. For the three months ended June 30, 2024, excise tax expense was approximately $0.1 million.
The following table presents the share repurchase activity for the three months ended June 30, 2025 and 2024 (in thousands, except per share data):
| Three months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Number of shares repurchased and retired | — | 63 | |||||||||||||||||||||
| Average price paid per share* | $ | — | $ | 32.47 | |||||||||||||||||||
| Total cost to repurchase | $ | — | $ | 2,027 | |||||||||||||||||||
*Average price paid per share includes costs associated with the repurchases, excluding excise taxes associated with the share repurchases
As of June 30, 2025, $227.7 million is remaining under the 2023 Share Repurchase Program.
Off-balance sheet arrangements
As of June 30, 2025 and March 31, 2025, we did not have and do not have any relationships with unconsolidated entities or financial partnerships that were established for the purpose of facilitating off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
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Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Our financial instruments consist of cash, cash equivalents, non-trade accounts receivable and accounts payable. We consider investments in highly liquid instruments purchased with original maturities of 90 days or less to be cash equivalents. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. However, because of the short-term nature of the highly liquid instruments in our portfolio, a 10% change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operations.
Foreign Currency Exchange Rate Fluctuations
Our operations are based in the United States and, accordingly, all of our transactions are denominated in U.S. dollars. We are currently not exposed to market risk from changes in foreign currency.
Inflation Risk
Inflationary factors may adversely affect our operating results. As a result of recent increases in inflation, certain of our operating expenses have increased. Additionally, although difficult to quantify, we believe that the current macroeconomic environment, including inflation, could have an adverse effect on our target customers’ businesses, which may harm our commercialization efforts and negatively impact our revenues. Continued periods of high inflation could have a material adverse effect on our business, operating results and financial condition if we are not able to control our operating costs or if our commercialization efforts are slowed or negatively impacted, continued periods of high inflation could have a material adverse effect on our business, operating results and financial condition.
We continue to monitor our market risk exposure, including any adverse impacts related to health pandemics or the current macroeconomic environment, which has resulted in significant market volatility.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our President and Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of such period.
Changes in Internal Control over Financial Reporting
In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, including our President and Chief Executive Officer and our Chief Financial Officer, concluded that no changes in our internal control over financial reporting occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our President and Chief Executive Officer and our Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and that the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain
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assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not involved in any material legal proceedings.
Item 1A. Risk Factors.
In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report as well as the risk factors disclosed in our 2025 Annual Report. There have been no material changes from the risk factors as previously disclosed in our 2025 Annual Report. Any of the risks discussed in this Quarterly Report, if any, and in our 2025 Annual Report, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations or financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information with respect to purchases of our common stock by the Company or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, during the three months ended June 30, 2025.
Issuer Purchases of Equity Securities (1)
(in thousands except for share and per share data)
| 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 | ||||||||||
| April 1, 2025 through April 30, 2025 | ||||||||||||||
| Open market and privately negotiated purchases | — | $ | — | — | $ | 227,662 | ||||||||
| May 1, 2025 through May 31, 2025 | ||||||||||||||
| Open market and privately negotiated purchases | — | — | — | 227,662 | ||||||||||
| June 1, 2025 through June 30, 2025 | ||||||||||||||
| Open market and privately negotiated purchases | — | — | — | 227,662 | ||||||||||
| Total | — | $ | — | — | $ | 227,662 | ||||||||
(1)In September 2023, our Board authorized the new 2023 Share Repurchase Program pursuant to which we may repurchase up to $250.0 million of our common stock on or before September 21, 2026. We may repurchase shares of our common stock via the open market and/or privately negotiated transactions. Repurchases will be made in accordance with applicable securities laws and may be effected pursuant to Rule 10b5-1 trading plans. The manner, timing and amount of any share repurchases will be determined by us based on a variety of factors, including proceeds from customer contracts, the timing of which is unpredictable, as well as general business and market conditions, our capital position, and other strategic considerations. The 2023 Share Repurchase Program does not obligate us to repurchase any particular amount of our common stock.
(2)Average price paid per share includes cost associated with the repurchases, excluding excise taxes associated with the share repurchases.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Director and Executive Officer Trading
During the three months ended June 30, 2025, no director or officer adopted terminated
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Item 6. Exhibits.
| Exhibit No. | Description of Exhibit | ||||
3.1(1) | |||||
3.2(2) | |||||
3.3(3) | |||||
3.4(4) | |||||
3.5(5) | |||||
| 31.1# | |||||
| 31.2# | |||||
| 32.1#* | |||||
| 32.2#* | |||||
| 101 | The following financial information from Anterix Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Changes in Stockholders Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
____________
(1)Incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-201156), filed with the SEC on December 19, 2014.
(2)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on November 5, 2015.
(3)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on August 6, 2019.
(4)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on June 27, 2017.
(5)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on May 8, 2020.
# Filed herewith.
*The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
+ Management Contract or Compensatory Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| Anterix Inc. | |||||
Date: August 12, 2025 | /s/ Scott A. Lang | ||||
| Scott A. Lang | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Date: August 12, 2025 | /s/ Timothy A. Gray | ||||
| Timothy A. Gray | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer and Principal Accounting Officer) | |||||
31
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Scott A. Lang, certify that:
1.I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2025 of Anterix Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 12, 2025 | By: | /s/ Scott A. Lang | ||||||
| Scott A. Lang | ||||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Timothy A. Gray, certify that:
1.I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2025 of Anterix Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 12, 2025 | By: | /s/ Timothy A. Gray | ||||||
| Timothy A. Gray | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Principal Accounting Officer) | ||||||||
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Anterix Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott A. Lang, President and Chief Executive Officer of the Company, certify, solely for purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 12, 2025 | By: | /s/ Scott A. Lang | ||||||
| Scott A. Lang | ||||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
A signed original of this written statement required by Section 906 has been provided to Anterix Inc. and will be retained by Anterix Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
This certification that accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission, and is not to be incorporated by reference into any filing of Anterix Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Anterix Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy A. Gray, Chief Financial Officer of the Company, certify, solely for purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: August 12, 2025 | By: | /s/ Timothy A. Gray | ||||||
| Timothy A. Gray | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial and Principal Accounting Officer) | ||||||||
A signed original of this written statement required by Section 906 has been provided to Anterix Inc. and will be retained by Anterix Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
This certification that accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission, and is not to be incorporated by reference into any filing of Anterix Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.