Anterix Inc 10-Q for FY2021 Q2

Anterix Inc. (ATEX)

10-Q 2020-11-16 For: 2020-09-30

Added on April 11, 2026

About this 10-Q

Anterix Inc filed this 10-Q on November 16, 2020, covering the quarter ended September 30, 2020 (FY2021 Q2).

Headline figures

Quarter ended September 30, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $248K; down 41.4% from $423K a year earlier
Net loss: $16.28M; compared with a net loss of $7.72M 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
Item 1.	Consolidated Financial Statements	4
	Consolidated Balance Sheets as of September 30, 2020 (Unaudited) and March 31, 2019 (Audited)	4
	Unaudited Consolidated Statements of Operations for the three and six months ended September 30, 2020 and September 30, 2019	5
	Unaudited Consolidated Statement of Stockholders’ Equity for the three and six months ended September 30, 2020	6
	Unaudited Consolidated Statement of Stockholders’ Equity for the three and six months ended September 30, 2019	7
	Unaudited Consolidated Statements of Cash Flows for the six months ended September 30, 2020 and September 30, 2019	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	31
Item 4.	Controls and Procedures	32
PART II. OTHER INFORMATION		33
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
SIGNATURES		35


	September 30, 2020		March 31, 2020
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	116,210	$	137,453
Accounts receivable, net of allowance for doubtful accounts of $8 and $12, respectively		59		61
Prepaid expenses and other current assets		2,358		4,638
Total current assets		118,627		142,152
Property and equipment, net		4,755		7,000
Right of use assets, net		5,665		6,500
Intangible assets		117,341		111,526
Equity method investment		23		39
Other assets		210		180
Total assets	$	246,621	$	267,397
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	4,016	$	5,649
Due to related parties		114		110
Restructuring reserve		89		636
Operating lease liabilities		1,531		1,695
Deferred revenue		729		733
Total current liabilities		6,479		8,823
Noncurrent liabilities
Operating lease liabilities		6,254		7,051
Deferred revenue		2,368		2,733
Deferred income tax		3,240		3,084
Other liabilities		982		640
Total liabilities		19,323		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 September 30, 2020 and March 31, 2020		—		—
Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 17,487,201 shares issued and outstanding at September 30, 2020 and 17,184,712 shares issued and outstanding at March 31, 2020		2		2
Additional paid-in capital		464,620		450,978
Accumulated deficit		(237,324)		(205,914)
Total stockholders' equity		227,298		245,066
Total liabilities and stockholders' equity	$	246,621	$	267,397


	Three months ended September 30,				Six months ended September 30,
	2020		2019		2020		2019
Operating revenues
Service revenue	$	66	$	241	$	140	$	512
Spectrum revenue		182		182		364		364
Total operating revenues		248		423		504		876
Operating expenses
Direct cost of revenue (exclusive of depreciation and amortization)		515		699		1,063		1,617
General and administrative		5,582		4,557		11,320		9,405
Sales and support		631		759		1,292		1,973
Product development		805		555		1,497		1,236
Depreciation and amortization		1,190		636		2,398		1,277
Stock compensation expense		8,618		1,412		10,573		2,989
Restructuring costs		8		50		21		160
Impairment of long-lived assets		—		—		29		—
Total operating expenses		17,349		8,668		28,193		18,657
(Gain)/loss from disposal of intangible assets, net		(829)		—		3,849		—
(Gain)/loss from disposal of long-lived assets, net		(5)		61		(6)		62
Loss from operations		(16,267)		(8,306)		(31,532)		(17,843)
Interest income		31		634		72		988
Other income		113		113		222		214
(Loss)/income on equity method investment		(12)		15		(16)		15
Loss before income taxes		(16,135)		(7,544)		(31,254)		(16,626)
Income tax expense		145		171		156		463
Net loss	$	(16,280)	$	(7,715)	$	(31,410)	$	(17,089)
Net loss per common share basic and diluted	$	(0.94)	$	(0.46)	$	(1.82)	$	(1.09)
Weighted-average common shares used to compute basic and diluted net loss per share		17,350,386		16,634,154		17,279,349		15,702,673



	Number of Shares

	Common stock	Common stock		Additional paid-in capital		Accumulated deficit		Total
Balance at June 30, 2020	17,289,027	$	2	$	455,489	$	(221,044)	$	234,447
Equity based compensation*	167,975		—		8,618		—		8,618
Equity payment of prior year accrued employee related expenses	4,199		—		—		—		—
Stock option exercises	26,000		—		513		—		513
Shares withheld for taxes	—		—		—		—		—
Net loss	—		—		—		(16,280)		(16,280)
Balance at September 30, 2020	17,487,201	$	2	$	464,620	$	(237,324)	$	227,298



Balance at March 31, 2020	17,184,712	$	2	$	450,978	$	(205,914)	$	245,066
Equity based compensation*	206,440		—		10,573		—		10,573
Equity payment of prior year accrued employee related expenses	23,932		—		1,537		—		1,537
Stock option exercises	72,117		—		1,532		—		1,532
Shares withheld for taxes	—		—		—		—		—
Net loss	—		—		—		(31,410)		(31,410)
Balance at September 30, 2020	17,487,201	$	2	$	464,620	$	(237,324)	$	227,298


	Wireless Licenses
Balance at March 31, 2020	$	111,526
Acquisitions		10,864
Exchanges - licenses received		196
Exchanges - licenses surrendered		(262)
Cancellations		(4,983)
Balance at September 30, 2020	$	117,341


	Equity Method Investment
Equity method investment carrying value at March 31, 2020	$	39
Share of net loss from LLC		(16)
Equity method investment carrying value at September 30, 2020	$	23


	Restructuring Activities
Balance at March 31, 2020	$	565
Cash payments		(544)
Balance at September 30, 2020 (classified as current liabilities - restructuring reserve)	$	21


	Restructuring Activities
Balance at March 31, 2020	$	71
Severance costs		(3)
Cash payments		—
Balance at September 30, 2020 (classified as current liabilities - restructuring reserve)	$	68


	September 30, 2020		March 31, 2020
Non-current assets - right of use assets, net	$	5,665	$	6,500
Current liabilities - operating lease liabilities	$	1,531	$	1,695
Non-current liabilities - operating lease liabilities	$	6,254	$	7,051


		Operating
Fiscal Year		Leases
2021 (excluding the six months ended September 30, 2020)	$	1,276
2022		2,256
2023		2,105
2024		1,917
2025		1,524
After 2025		1,375
Total future minimum lease payments		10,453
Amount representing interest		(2,668)
Present value of net future minimum lease payments	$	7,785



		Weighted
		Average
	Restricted	Grant Day
	Stock	Fair Value
Non-vested restricted stock outstanding at March 31, 2020	352,194	$	37.93
Granted	252,419		48.79
Forfeited	—		—
Vested	(140,218)		39.91
Non-vested restricted stock outstanding at September 30, 2020	464,395	$	43.23



		Weighted
		Average
	Performance	Grant Day
	Stock	Fair Value
Performance stock outstanding at March 31, 2020	138,984	$	46.85
Granted	30,049		49.92
Forfeited	—		—
Vested	(91,216)		46.85
Performance stock outstanding at September 30, 2020	77,817	$	48.04



	Options	Weighted Average Exercise Price
Options outstanding at March 31, 2020	1,807,466	$	23.93
Options granted	60,558		49.92
Options exercised	(84,704)		(26.43)
Options forfeited/expired	—		—
Options outstanding at September 30, 2020	1,783,320	$	24.70


		Anterix Inc.

Date:	November 16, 2020	/s/ Robert H. Schwartz
		Robert H. Schwartz
		President and Chief Executive Officer (Principal Executive Officer)

Date:	November 16, 2020	/s/ Timothy A. Gray
		Timothy A. Gray
		Chief Financial Officer (Principal Financial and Principal Accounting Officer)


Participant:	__________	Employee ID:	__________
Date of Grant:	October 22, 2020
Target Number of Units:	[______] [100%]
Maximum Number of Units:	[______] [150%]
Vesting Conditions:	The Units shall vest based on the achievement of the Performance Criteria set forth below as determined following the close of the Company’s fiscal year ending March 31, 2021 (“FY 2021”). The “Performance Criteria” and the Units allocated to such criteria, shall be as follows for the Target Number of Shares:

Performance Criteria	Percentage of Units at Target	Percentage of Units at Stretch
Company Performance (qualitative)	30%	45%
Individual Performance (qualitative)	30%	45%
Company Cash Burn v. Budget (quantitative)	20%	30%
Company Adjusted EBITDA v. Budget (quantitative)	20%	30%
Total	100%	150%



	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	—		—
Performance Options outstanding at September 30, 2020	82,197	$	46.85


	Three months ended September 30,				Aggregate Change			Six months ended September 30,				Aggregate Change
(in thousands)	2020		2019		2020 from 2019			2020		2019		2020 from 2019
	(Unaudited)		(Unaudited)					(Unaudited)		(Unaudited)
Service revenue	$	66	$	241	$	(175)	-73%	$	140	$	512	$	(372)	-73%
Spectrum lease revenue		182		182		—	0%		364		364		—	0%
Total operating revenues	$	248	$	423	$	(175)	-41%	$	504	$	876	$	(372)	-42%




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.
10.1+	Senior Executive Form of Performance-Based Restricted Stock Units Agreement and Grant Notice (2021 Short-Term Incentive Plan) under the 2014 Stock Plan.
10.2+	Executive Form of Performance-Based Restricted Stock Units Agreement and Grant Notice (2021 Short-Term Incentive Plan) under the 2014 Stock Plan.
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


ANTERIX INC.		PARTICIPANT

By: ________________________________________		________________________________________
		Signature
		________________________________________
		Date
Address:	3 Garret Mountain	________________________________________
	Suite 401	Address
	Woodland Park, NJ 07424	________________________________________



Date: November 16, 2020	By:	/s/ Robert H. Schwartz
		Robert H. Schwartz President and Chief Executive Officer (Principal Executive Officer)



Date: November 16, 2020	By:	/s/ Timothy A. Gray
		Timothy A. Gray Chief Financial Officer (Principal Financial and Principal Accounting Officer)