Anterix Inc 10-Q for FY2021 Q3

Anterix Inc. (ATEX)

10-Q 2021-02-08 For: 2020-12-31

Added on April 11, 2026

About this 10-Q

Anterix Inc filed this 10-Q on February 8, 2021, covering the quarter ended December 31, 2020 (FY2021 Q3).

Headline figures

Quarter ended December 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $236K; down 34.6% from $361K a year earlier
Net loss: $12.09M; compared with a net loss of $8.81M a year earlier

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Delaware	33-0745043
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

3 Garret Mountain Plaza Suite 401 Woodland Park, New Jersey	07424
(Address of principal executive offices)	(Zip Code)



Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, $0.0001 par value	ATEX	The NASDAQ Stock Market LLC



Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐


PART I. FINANCIAL INFORMATION		4
Item 1.	Consolidated Financial Statements	4
	Consolidated Balance Sheets as of December 31, 2020 (Unaudited) and March 31, 2019 (Audited)	4
	Unaudited Consolidated Statements of Operations for the three and nine months ended December 31, 2020 and December 31, 2019	5
	Unaudited Consolidated Statement of Stockholders’ Equity for the three and nine months ended December 31, 2020	6
	Unaudited Consolidated Statement of Stockholders’ Equity for the three and nine months ended December 31, 2019	7
	Unaudited Consolidated Statements of Cash Flows for the nine months ended December 31, 2020 and December 31, 2019	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4.	Controls and Procedures	33
PART II. OTHER INFORMATION		34
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		36


	December 31, 2020		March 31, 2020
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	108,486	$	137,453
Accounts receivable, net of allowance for doubtful accounts of $8 and $12, respectively		19		61
Prepaid expenses and other current assets		4,527		4,638
Total current assets		113,032		142,152
Property and equipment, net		3,752		7,000
Right of use assets, net		5,404		6,500
Intangible assets		118,066		111,526
Equity method investment		16		39
Other assets		845		180
Total assets	$	241,115	$	267,397
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	7,347	$	5,649
Due to related parties		121		110
Restructuring reserve		36		636
Operating lease liabilities		1,529		1,695
Deferred revenue		729		733
Total current liabilities		9,762		8,823
Noncurrent liabilities
Operating lease liabilities		5,928		7,051
Deferred revenue		2,186		2,733
Deferred income tax		3,395		3,084
Other liabilities		677		640
Total liabilities		21,948		22,331
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized and no shares outstanding at December 31, 2020 and March 31, 2020		—		—
Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 17,584,332 shares issued and outstanding at December 31, 2020 and 17,184,712 shares issued and outstanding at March 31, 2020		2		2
Additional paid-in capital		468,578		450,978
Accumulated deficit		(249,413)		(205,914)
Total stockholders' equity		219,167		245,066
Total liabilities and stockholders' equity	$	241,115	$	267,397


	Three months ended December 31,				Nine months ended December 31,
	2020		2019		2020		2019
Operating revenues
Service revenue	$	53	$	178	$	193	$	690
Spectrum revenue		183		183		547		547
Total operating revenues		236		361		740		1,237
Operating expenses
Direct cost of revenue (exclusive of depreciation and amortization)		543		631		1,606		2,248
General and administrative		6,300		4,740		17,620		14,145
Sales and support		612		949		1,904		2,922
Product development		1,098		610		2,595		1,846
Depreciation and amortization		1,020		1,135		3,418		2,412
Stock compensation expense		2,672		1,404		13,245		4,393
Restructuring costs		44		35		65		195
Impairment of long-lived assets		11		33		40		33
Total operating expenses		12,300		9,537		40,493		28,194
(Gain)/loss from disposal of intangible assets, net		—		140		3,849		140
(Gain)/loss from disposal of long-lived assets, net		—		—		(6)		62
Loss from operations		(12,064)		(9,316)		(43,596)		(27,159)
Interest income		27		517		99		1,505
Other income		110		142		332		356
(Loss)/income on equity method investment		(7)		(23)		(23)		(8)
Loss before income taxes		(11,934)		(8,680)		(43,188)		(25,306)
Income tax expense		155		131		311		594
Net loss	$	(12,089)	$	(8,811)	$	(43,499)	$	(25,900)
Net loss per common share basic and diluted	$	(0.69)	$	(0.52)	$	(2.51)	$	(1.60)
Weighted-average common shares used to compute basic and diluted net loss per share		17,492,539		17,093,133		17,350,671		16,167,845



	Number of Shares

	Common stock	Common stock		Additional paid-in capital		Accumulated deficit		Total
Balance at September 30, 2020	17,487,201	$	2	$	464,620	$	(237,324)	$	227,298
Equity based compensation*	22,907		—		2,672		—		2,672
Equity payment of prior year accrued employee related expenses	4,199		—		—		—		—
Stock option exercises	70,025		—		1,286		—		1,286
Shares withheld for taxes	—		—		—		—		—
Net loss	—		—		—		(12,089)		(12,089)
Balance at December 31, 2020	17,584,332	$	2	$	468,578	$	(249,413)	$	219,167



Balance at March 31, 2020	17,184,712	$	2	$	450,978	$	(205,914)	$	245,066
Equity based compensation*	229,347		—		13,245		—		13,245
Equity payment of prior year accrued employee related expenses	28,131		—		1,537		—		1,537
Stock option exercises	142,142		—		2,818		—		2,818
Shares withheld for taxes	—		—		—		—		—
Net loss	—		—		—		(43,499)		(43,499)
Balance at December 31, 2020	17,584,332	$	2	$	468,578	$	(249,413)	$	219,167


	Contract Assets
Balance at March 31, 2020	$	—
Additions		126
Amortization		—
Impairment		—
Balance at December 31, 2020		126
Less amount classified as current assets - included in prepaid expenses and other current assets		(4)
Noncurrent assets - included in other assets	$	122


	Wireless Licenses
Balance at March 31, 2020	$	111,526
Acquisitions		11,589
Exchanges - licenses received		196
Exchanges - licenses surrendered		(262)
Cancellations		(4,983)
Balance at December 31, 2020	$	118,066


	Equity Method Investment
Equity method investment carrying value at March 31, 2020	$	39
Share of net loss from LLC		(23)
Equity method investment carrying value at December 31, 2020	$	16


	Restructuring Activities
Balance at March 31, 2020	$	565
Cash payments		(565)
Balance at December 31, 2020	$	—


	Restructuring Activities
Balance at March 31, 2020	$	71
Severance costs		42
Cash payments		(77)
Balance at December 31, 2020	$	36


	December 31, 2020		March 31, 2020
Non-current assets - right of use assets, net	$	5,404	$	6,500
Current liabilities - operating lease liabilities	$	1,529	$	1,695
Non-current liabilities - operating lease liabilities	$	5,928	$	7,051


		Operating
Fiscal Year		Leases
2021 (excluding the nine months ended December 31, 2020)	$	637
2022		2,297
2023		2,132
2024		1,930
2025		1,524
After 2025		1,373
Total future minimum lease payments		9,893
Amount representing interest		(2,436)
Present value of net future minimum lease payments	$	7,457



		Weighted
		Average
	Restricted	Grant Day
	Stock	Fair Value
Non-vested restricted stock outstanding at March 31, 2020	352,194	$	37.93
Granted	286,155		47.10
Forfeited	(7,350)		36.75
Vested	(165,494)		40.15
Non-vested restricted stock outstanding at December 31, 2020	465,505	$	42.80



	Options	Weighted Average Exercise Price
Options outstanding at March 31, 2020	1,807,466	$	23.93
Options granted	123,058		42.04
Options exercised	(154,729)		(22.78)
Options forfeited/expired	(2,500)		(20.00)
Options outstanding at December 31, 2020	1,773,295	$	25.30



	Performance Options	Weighted Average Exercise Price
Performance Options outstanding at March 31, 2020	82,197	$	46.85
Performance Options granted	—		—
Performance Options exercised	—		—
Performance Options forfeited/expired	(33,780)		46.85
Performance Options outstanding at December 31, 2020	48,417	$	46.85


		Anterix Inc.

Date: February 8, 2021		/s/ Robert H. Schwartz
		Robert H. Schwartz
		President and Chief Executive Officer (Principal Executive Officer)

Date: February 8, 2021		/s/ Timothy A. Gray
		Timothy A. Gray
		Chief Financial Officer (Principal Financial and Principal Accounting Officer)



		Weighted
		Average
	Performance	Grant Day
	Stock	Fair Value
Performance stock outstanding at March 31, 2020	138,984	$	46.85
Granted	60,098		43.76
Forfeited/cancelled	(77,817)		48.04
Vested	(91,216)		46.85
Performance stock outstanding at December 31, 2020	30,049	$	37.60


	Three months ended December 31,				Aggregate Change			Nine months ended December 31,				Aggregate Change
(in thousands)	2020		2019		2020 from 2019			2020		2019		2020 from 2019
	(Unaudited)		(Unaudited)					(Unaudited)		(Unaudited)
Service revenue	$	53	$	178	$	(125)	-70%	$	193	$	690	$	(497)	-72%
Spectrum lease revenue		183		183		—	0%		547		547		—	0%
Total operating revenues	$	236	$	361	$	(125)	-35%	$	740	$	1,237	$	(497)	-40%




Exhibit No.	Description of Exhibit
3.1(1)	Amended and Restated Certificate of Incorporation of Anterix Inc. (the “Company”).
3.2(2)	Certificate of Amendment No. 1 to Amended and Restated Certificate of Incorporation of the Company.
3.3(3)	Certificate of Amendment No. 2 to Amended and Restated Certificate of Incorporation of the Company.
4(4)	Amended and Restated Bylaws of the Company.
4.1(5)	Amendment No. 1 to the Amended and Restated ByLaws of the Company.
4.2(1)	Form of Common Stock Certificate of the Company.
31.1	Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated pursuant to the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document