0001304492FALSE00013044922023-11-132023-11-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2023
Anterix Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-36827 33-0745043
(State or other jurisdiction  (Commission File Number) (IRS Employer
of incorporation)   Identification No.)
3 Garret Mountain Plaza 
Suite 40107424
Woodland Park, NJ
(Address of principal executive offices) (Zip Code)
(973) 771-0300
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of Each Exchange on which registered
Common Stock, $0.0001 par valueATEX The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐




Item 2.02 Results of Operations and Financial Condition.

On November 13, 2023, Anterix Inc. (the “Company”) announced its second quarter fiscal 2024 financial results for the three and six months ended September 30, 2023.

Item 7.01 Regulation FD Disclosure.

On November 13, 2023 the Company released on its website at https://www.investors.anterix.com/Q22024, an update on its Demonstrated Intent key performance indicator. The contents of that site are not incorporated by reference in, or otherwise a part of, this filing.

Copies of the earnings release and the Demonstrated Intent Update are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

The information in this Current Report and in Exhibits 99.1 and Exhibit 99.2 of Item 9.01 below is being “furnished” pursuant to Item 2.02 and Item 7.01 of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Accordingly, the information in Item 2.02 and Item 7.01 will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or under the Exchange Act, unless specifically identified therein as being incorporated therein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Description
Anterix Inc. Earnings Release, dated November 13, 2023.
Demonstrated Intent Update, dated November 13, 2023.
104Cover Page Interactive Data File (formatted as Inline XBRL).






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 Anterix Inc.
  
Date: November 13, 2023/s/ Timothy A. Gray
 Timothy A. Gray
 Chief Financial Officer 





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Anterix Inc. Reports
Second Quarter Fiscal Year 2024 Results

Woodland Park, NJ – November 13, 2023 – Anterix (NASDAQ: ATEX) today announced its second quarter fiscal 2024 results and filed its 10-Q for the three and six months ended September 30, 2023.

Second quarter fiscal 2024 Financial Highlights

–Cash and cash equivalents of $48.5 million as of September 30, 2023
–Transferred the San Diego County broadband license to San Diego Gas & Electric Company and recorded a $7.3 million gain on sale of intangible assets
–Exchanged narrowband for broadband licenses in 5 counties and recorded a gain on exchange of narrowband licenses for broadband licenses of $8.5 million
–Repurchased $10.7 million of ATEX stock
–Incurred spectrum clearing costs of $4.9 million

The Company also issued an update on its Demonstrated Intent metric which can be found on Anterix’s website at
https://www.investors.anterix.com/Q22024.

About Anterix Inc.

At Anterix, we partner with leading utilities and technology companies to harness the power of 900 MHz broadband for modernized grid solutions. Leading an ecosystem of more than 100 members, we offer utility-first solutions to modernize the grid and solve the challenges that utilities are facing today. 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 enable private LTE solutions that support cutting-edge advanced communications capabilities for a cleaner, safer, and more secure energy future. To learn more and join the 900 MHz movement, please visit www.anterix.com.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future events or achievements such as statements in this press release related to the Anterix’s business or financial results or outlook. Actual events or results may differ materially from those contemplated in this press release. Forward-looking statements speak only as of the date they are made and readers are cautioned not to put undue reliance on such statements, as they are subject to a number of risks and uncertainties that could cause Anterix’s actual future results to differ materially from results indicated in the forward-looking statement. Such statements are based on assumptions that could cause actual results to differ materially from those in the forward-looking statements, including: (i) the timing of payments under customer agreements, (ii) Anterix’s ability to clear the 900 MHz Broadband Spectrum on a timely basis and on commercially reasonable terms; and (iii) Anterix’s ability to qualify for and timely secure broadband licenses. Actual events or results may differ materially from those contemplated in this press release. Anterix’s filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at http://www.sec.gov, discuss some of the important risk factors that may affect the company’s financial outlook, business, results of operations and financial condition. Anterix undertakes no obligation to update publicly or revise any forward-looking statements contained herein.

Shareholder Contact

Natasha Vecchiarelli
Vice President, Investor Relations & Corporate Communications
Anterix
973-531-4397
nvecchiarelli@anterix.com



Anterix Inc.
Earnings Release Tables
Consolidated Balance Sheets
(Unaudited, thousands, except share data)

September 30, 2023March 31, 2023
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents$48,534$43,182
Prepaid expenses and other current assets13,57816,277
Total current assets62,11259,459
Property and equipment, net2,3233,606
Right of use assets, net2,8263,371
Intangible assets197,566202,044
Other assets15,04910,078
Total assets$279,876$278,558
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses$6,998$6,624
Due to related parties—533
Operating lease liabilities1,6101,725
Contingent liability1,40920,249
Deferred revenue5,2812,769
Total current liabilities15,29831,900
Operating lease liabilities2,2782,922
Deferred revenue74,98457,990
Deferred gain on sale of intangible assets4,889—
Deferred income tax5,8135,440
Other liabilities513513
Total liabilities103,77598,765
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, 2023 and March 31, 2023
——
Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 18,768,491 shares issued and outstanding at September 30, 2023 and 18,921,999 shares issued and outstanding at March 31, 2023
22
Additional paid-in capital525,248518,160
Accumulated deficit(349,149)(338,369)
Total stockholders’ equity176,101179,793
Total liabilities and stockholders’ equity$279,876$278,558











Anterix Inc.
Earnings Release Tables
Consolidated Statements of Operations
(Unaudited, in thousands, except share and per share data)

Three months ended September 30,Six months ended September 30,
2023202220232022
Spectrum revenues$1,052 $398 $1,660 $733 
Operating expenses
General and administrative11,905 11,427 23,578 22,786 
Sales and support1,310 1,164 2,585 2,400 
Product development1,147 980 2,216 2,076 
Depreciation and amortization209 372 455 734 
Operating expenses14,571 13,943 28,834 27,996 
Gain on disposal of intangible assets, net(8,513)(2,905)(19,298)(3,553)
Gain on sale of intangible assets, net(7,332)— (7,332)— 
Loss on disposal of long-lived assets, net67 20 3622 
Gain (loss) from operations2,259 (10,660)(580)(23,732)
Interest income396 244 782 261 
Other income (expense)63 (12)158 47 
Income (loss) before income taxes2,718 (10,428)360 (23,424)
Income tax expense 645 215 405 415 
Net income (loss)$2,073 $(10,643)$(45)$(23,839)
Net income (loss) per common share basic$0.11 $(0.56)$— $(1.27)
Net income (loss) per common share diluted$0.11 $(0.56)$— $(1.27)
Weighted-average common shares used to compute basic net income (loss) per share18,921,126 18,953,044 18,935,929 18,786,928 
Weighted-average common shares used to compute diluted net income (loss) per share19,109,394 18,953,044 18,935,929 18,786,928 



















Anterix Inc.
Earnings Release Tables
Consolidated Statements of Cash Flows
(Unaudited, in thousands)

Three months ended September 30,Six months ended September 30,
2023202220232022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)$2,073 $(10,643)$(45)$(23,839)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation and amortization209 372 455 734 
Non-cash compensation expense attributable to stock awards3,838 4,691 8,103 8,819 
Deferred income taxes645 203 373 403 
Gain on disposal of intangible assets, net(8,513)(2,905)(19,298)(3,553)
Gain on sale of intangible assets, net(7,332)— (7,332)— 
Loss on disposal of long-lived assets, net67 20 36 22 
Changes in operating assets and liabilities
Prepaid expenses and other assets225 83 788 1,263 
Right of use assets262 280 545 518 
Accounts payable and accrued expenses(795)328 374 (1,132)
Due to related parties— (24)(533)— 
Operating lease liabilities(371)(372)(759)(699)
Contingent Liability— 249 — 249 
Deferred revenue20,114 (398)19,506 (733)
Net cash provided by (used in) operating activities10,422 (8,116)2,213 (17,948)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of intangible assets, including refundable deposits(4,907)(4,578)(10,077)(11,228)
Proceeds from sale of spectrum25,178 — 25,178 — 
Purchases of equipment(187)(1,139)(212)(1,145)
Net cash provided by (used in) investing activities20,084 (5,717)14,889 (12,373)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock option exercises— — 7 872 
Repurchase of common stock(10,735)(2,000)(10,735)(4,725)
Payments of withholding tax on net issuance of restricted stock(270)(509)(1,022)(1,336)
Net cash used in financing activities(11,005)(2,509)(11,750)(5,189)
Net change in cash and cash equivalents19,501 (16,342)5,352 (35,510)
CASH AND CASH EQUIVALENTS
Beginning of the period29,033 86,456 43,182 105,624 
End of the period$48,534 $70,114 $48,534 $70,114 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period:
Taxes paid$— $12 $1 $12 
Non-cash investing activity:
Network equipment provided in exchange for wireless licenses$130 $25 $568 $29 
Deferred gain on sale of intangible assets$4,889 $— $4,889 $— 
Derecognition of contingent liability related to sale of intangible assets$18,840 $— $18,840 $— 



Anterix Inc.
Earnings Release Tables
Other Financial Information
(Unaudited, in thousands except per share data)

 Three Months Ended September 30,Six Months Ended September 30,
 2023202220232022
Number of shares repurchased and retired333 54 333 110 
Average price paid per share*$32.69 $36.73 $32.69 $48.42 
Total cost to repurchase$10,735 $2,000 $10,735 $4,725 
*Average price paid per share includes costs associated with the repurchases.
As of September 30, 2023, $250.0 million is remaining under the share repurchase program.


$3B+ potential contracted proceeds in phased pipeline, in addition to ~$240M contracted proceeds from signed deals Demonstrated Intent (DI) measures customers from the pipeline demonstrating their intent to move forward with Anterix 900 MHz. 900 MHz Private Wireless Broadband: A HIGHLY VALUABLE OPPORTUNITY A quantitative and fact based scorecard that combines public and private data to measure Anterix’s relative confidence of each potential customer securing an agreement with Anterix for 900 MHz spectrum. November 13, 2023 Customers in the pipeline with the Highest Demonstrated Intent Score Contracted Proceeds Customers in the pipeline with graduated scores of Demonstrated Intent but not yet at the DI threshold ~$240M Contracted Proceeds ~$500M ~$1.1B ~$1.5B $2.1B+ ~$900M ~$240M Customer DI Threshold Phase 1 Prospecting & Qualification Phase 2 Pursuit & Proposal Phase 3 Negotiation & Commitment $3B+ Pipeline ~$1.1B

 
November 13, 2023 Second quarter fiscal year 2024 marked continued maturation of our pipeline as well as additional activity across our Demonstrated Intent (DI) Scorecard. The following are the key updates since our August 2023 report. ANTERIX DEMONSTRATED INTENT SCORECARD UPDATE • Currently, 16 utilities have crossed the DI threshold, a point at which we believe indicates a high degree of confidence that a customer has demonstrated intent to move forward with Anterix on a 900 MHz contract. • These 16 utilities represent approximately $900 million in potential contracted proceeds. All reside in phases 2 or 3 of our pipeline (discussed below). • Of the utilities below the DI threshold, 7 have added a net total of 11 DI indicators to their scorecard. • Since the DI Scorecard was introduced three quarters ago, we have recorded positive movement by customers on more than 60 new measurable indicators of intent. ANTERIX PIPELINE UPDATE As of this update, the three phases of our pipeline continue to represent more than 90% of our addressable market totaling in excess of $3 billion. Approximately $500 million in potential contracted proceeds resides in Phase 3. DEMONSTRATED INTENT OVERVIEW Since our FY2023 third quarter earnings call in February, we have committed to share with our investors data regarding both the three phases of our pipeline as well as updates on our DI scorecard, a fact-based analysis that allows investors to understand how we assess utilities’ intent to move forward with 900 MHz private wireless broadband. Utilities’ passage through the phases of our pipeline does not provide a sufficiently full picture of customer progress nor represents our basis for confidence in the market. As we reported in February, there is a complementary, clearer, more transparent way to show investors the progress we are making in achieving our goal of being the de facto provider of private wireless broadband to utilities. The analysis behind our DI scorecard includes tracking of 20 individual pre-determined indicators for each customer in our pipeline; scoring each indicator based on our fixed assessment of its relative importance; and then calculating a combined “Demonstrated Intent” score for each prospective customer. The 20 individual indicators do not change from quarter to quarter. If the sum of the analysis places a utility over a certain threshold, we conclude that we have high confidence that a customer has demonstrated an intent to move forward with Anterix on a 900 MHz contract. A number of these indicators are based on publicly available information, while others are based on the information utilities have shared with us pursuant to a Non-Disclosure Agreement. Examples of the data and information that is publicly available include categories such as “regulatory or rate case filings” or “public statements of intent made through participation on panels or in interviews and articles,” “membership in our Utility Strategic Advisory Board,” “active participation in the Utility Broadband Alliance,” “filing for 900 MHz Experimental Licenses.” For those indicators supported by private data, many are definitive and measurable, such as “whether the utility has requested and received 900 MHz spectrum pricing,” “whether the utility has issued an RFP where 900 MHz is defined as the primary spectrum band,” “whether there is a verbal agreement on deal terms,” “whether the utility has pursued BIL funding to support a private LTE project,” or one of the top indicators, “whether we have engaged in contract negotiations.” While the significance of the indicators does vary, several are highly validating all on their own but in isolation don’t confirm a contract is highly likely with Anterix. It is the totality of activity that lets us know whether the DI threshold has been crossed and, in turn, informs our confidence level that a utility is demonstrating its intent to proceed with deploying 900 MHz spectrum. The DI scorecard enables us to quantify and weigh the tangible investments of time and resources our target customers make well before entering into a contract. Collectively, the indicators of customer investment of time and resources in 900 MHz broadband, as reflected in our DI scorecard, are the signs that we regularly see, and that you hear us referencing when we say that we see momentum increasing. The attached graphic provides a high-level summary of both the pipeline and the DI scorecard. Forward Looking Statements Certain statements contained in this fact sheet constitute forward- looking statements within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future events or achievements such as statements in this fact sheet related to Anterix’s business or financial results or outlook. Actual events or results may differ materially from those contemplated in this fact sheet. Forward-looking statements speak only as of the date they are made and readers are cautioned not to put undue reliance on such statements, as they are subject to a number of risks and uncertainties that could cause Anterix’s actual future results to differ materially from results indicated in the forward-looking statement. Such statements are based on assumptions that could cause actual results to differ materially from those in the forward-looking statements, including: (i) the significance of Demonstrated Intent Scores and our ability to measure Demonstrated Intent, (ii) the timing of payments under customer agreements, (iii) Anterix’s ability to clear the 900 MHz Broadband Spectrum on a timely basis and on commercially reasonable terms; and (iv) Anterix’s ability to qualify for and timely secure broadband licenses. Actual events or results may differ materially from those contemplated in this fact sheet. Anterix’s filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at http://www. sec.gov, discuss some of the important risk factors that may affect the company’s financial outlook, business, results of operations and financial condition. Anterix undertakes no obligation to update publicly or revise any forward-looking statements contained herein.

 
November 13, 2023 Demonstrated Intent is a key performance indicator used by Anterix management to track and score business development. Customers with a high DI score have not contractually committed to doing business with Anterix. Anticipated contracted proceeds are derived from Anterix benchmarking of spectrum lease transactions of similar size to anticipated customer contracts. There can be no assurance that Anterix will enter into agreements with any customer in its pipeline, including customers who have some level of DI or those customers with the highest DI, or realize the potential contracted proceeds indicated herein.

 
v3.23.3
Cover
Nov. 13, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 13, 2023
Entity Registrant Name Anterix Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36827
Entity Tax Identification Number 33-0745043
Entity Address, Address Line One 3 Garret Mountain Plaza
Entity Address, Address Line Two Suite 401
Entity Address, Postal Zip Code 07424
Entity Address, City or Town Woodland Park
Entity Address, State or Province NJ
City Area Code 973
Local Phone Number 771-0300
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol ATEX
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001304492
Amendment Flag false
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