0001304492FALSE00013044922025-02-112025-02-11

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): February 11, 2025
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 February 11, 2025, Anterix Inc. (the “Company”) announced its third quarter fiscal 2025 financial results for the three and nine months ended December 31, 2024.

Item 7.01 Regulation FD Disclosure.

On February 11, 2025 the Company released on its website at https://investors.anterix.com/Q32025, 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 February 11, 2025.
Demonstrated Intent Update, dated February 11, 2025.
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: February 11, 2025/s/ Timothy A. Gray
 Timothy A. Gray
 Chief Financial Officer 




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Anterix Inc. Reports
Third Quarter Fiscal Year 2025 Results

Woodland Park, NJ – February 11, 2025 – Anterix (NASDAQ: ATEX) today announced its third quarter fiscal 2025 results and filed its Form 10-Q for the three and nine months ended December 31, 2024. The Company also issued an update on its Demonstrated Intent metric which can be found on Anterix’s website at https://investors.anterix.com/Q32025.

Financial and Operational Highlights

–Tom Kuhn appointed as Executive Chairman of the Board following the retirement of Morgan O’Brien
–Industry engagement initiative announced in February 2025 to accelerate private wireless broadband opportunity
–Strategic review process initiated in February 2025 after receiving inbound interest in the Company
–Cash and cash equivalents of $28.8 million as of December 31, 2024
–Approximately $147 million of contracted proceeds outstanding with $1.0 million received from Ameren Corporation in October 2024 and $34.0 million received from Oncor Electric Delivery Company in January 2025
–Projected operating expenses run rate reduction of approximately 20% planned for fiscal 2026
–Approximately $3 billion pipeline of prospective contract opportunities across 60+ potential customers

Liquidity and Balance Sheet

At December 31, 2024, the Company had no debt and cash and cash equivalents of $28.8 million. In addition, the Company had a restricted cash balance of $7.6 million in escrow deposits.

The Company has an authorized share repurchase program for up to $250.0 million of the Company’s common stock on or before September 21, 2026. In the fiscal third quarter of 2025, Anterix had share repurchase activity of $4.4 million and approximately $229.6 million remains under the current share repurchase program as of December 31, 2024.

Conference Call Information

Anterix senior management will hold an analyst and investor conference call to provide a business update at 9:00 A.M. ET on Wednesday February 12, 2025. Participants interested in joining the call’s live question and answer session are required to pre-register by clicking here to obtain a dial-in number and unique PIN. It is recommended that you join the call at least 10 minutes before the conference call begins. The call is also being webcast live and will be accessible on the Investor Relations section of Anterix’s website at https://investors.anterix.com/events-presentations. Following the event, a replay of the call will also be available on the Anterix website.

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 Alaska, Hawaii, and Puerto Rico, we are uniquely positioned to enable private wireless broadband 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 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; (iii) Anterix’s ability to qualify for and timely secure broadband licenses; (iv) Anterix’s ability to execute on its industry engagement initiatives; (v) the timing and outcome of Anterix’s strategic review process; (vi) whether Anterix will be able to identify, develop or execute on any actions as a result of its strategic review process and (vii) competition in the market for spectrum and spectrum solutions offered by Anterix. 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
(in thousands, except share and per share data)

December 31, 2024March 31, 2024
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents$28,797$60,578
Spectrum receivable8,1478,521
Escrow deposits198—
Prepaid expenses and other current assets3,1393,912
Total current assets40,28173,011
Escrow deposits7,4337,546 
Property and equipment, net1,5792,062
Right of use assets, net4,7174,432
Intangible assets246,215216,743
Deferred broadband costs25,97619,772
Other assets4781,328
Total assets$326,679$324,894
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and other accrued expenses$9,009$8,631
Accrued severance and other related charges2,290—
Operating lease liabilities1,7451,850
Contingent liability5,3971,000
Deferred revenue5,9626,470
Total current liabilities24,40317,951
Operating lease liabilities3,6093,446
Contingent liability22,03315,000
Deferred revenue120,099115,742
Deferred gain on sale of intangible assets4,9114,911
Deferred income tax6,7366,281
Other liabilities143531
Total liabilities181,934163,862
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, 2024 and March 31, 2024
——
Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 18,586,786 shares issued and outstanding at December 31, 2024 and 18,452,892 shares issued and outstanding at March 31, 2024
22
Additional paid-in capital543,939533,203
Accumulated deficit(399,196)(372,173)
Total stockholders’ equity144,745161,032
Total liabilities and stockholders’ equity$326,679$324,894






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

Three months ended December 31,Nine months ended December 31,
2024202320242023
Spectrum revenue$1,566 $1,271 $4,642 $2,931 
Operating expenses
General and administrative9,203 11,252 33,451 34,830 
Sales and support1,309 1,380 4,516 3,965 
Product development1,120 1,238 4,646 3,454 
Severance and other related charges3,513 — 3,513 — 
Depreciation and amortization142 198 472 653 
Operating expenses15,287 14,068 46,598 42,902 
Gain on disposal of intangible assets, net(20,753)(13,737)(20,846)(33,035)
Gain on sale of intangible assets, net— (32)— (7,364)
Loss from disposal of long-lived assets, net— 3 — 39 
Gain (loss) from operations7,032 969 (21,110)389 
Interest income434 666 1,713 1,448 
Other income10 31 35 189 
Income (loss) before income taxes7,476 1,666 (19,362)2,026 
Income tax (benefit) expense(234)1,338 1,218 1,743 
Net income (loss)$7,710 $328 $(20,580)$283 
Net income (loss) per common share basic$0.41 $0.02 $(1.11)$0.02 
Net income (loss) per common share diluted$0.41 $0.02 $(1.11)$0.01 
Weighted-average common shares used to compute basic net income (loss) per share18,609,736 18,704,400 18,557,453 18,858,472 
Weighted-average common shares used to compute diluted net income (loss) per share18,783,445 18,916,246 18,557,453 19,082,867 



















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

Three months ended December 31,Nine months ended December 31,
2024202320242023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)$7,710 $328 $(20,580)$283 
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities
Depreciation and amortization142 198 472 653 
Stock compensation expense2,865 3,921 10,619 12,024 
Deferred income taxes(934)519 455 892 
Right of use assets394 (1,803)1,226 (1,258)
Gain on disposal of intangible assets, net(20,753)(13,737)(20,846)(33,035)
Gain on sale of intangible assets, net— (32)— (7,364)
Loss from disposal of long-lived assets, net— 3 — 39 
Changes in operating assets and liabilities
Prepaid expenses and other assets(260)(466)1,265 322 
Accounts payable and accrued expenses1,920 1,214 383 1,588 
Accrued severance and other related charges2,290 — 2,290 — 
Due to related parties— — — (533)
Operating lease liabilities(421)1,700 (1,453)941 
Contingent liability— 15,000 10,000 15,000 
Deferred revenue(566)26,795 3,849 46,301 
Other liabilities(86)— (388)— 
Net cash (used in) provided by operating activities(7,699)33,640 (12,708)35,853 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of intangible assets, including refundable deposits, retuning costs and swaps(1,717)(4,732)(12,621)(14,809)
Proceeds from sale of spectrum— 249 — 25,427 
Purchases of equipment— (55)(41)(267)
Net cash (used in) provided by investing activities(1,717)(4,538)(12,662)10,351 
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock option exercises— — 1,960 7 
Repurchases of common stock(4,416)(7,971)(6,443)(18,706)
Payments of withholding tax on net issuance of restricted stock(477)(115)(1,843)(1,137)
Net cash used in financing activities(4,893)(8,086)(6,326)(19,836)
Net change in cash and cash equivalents and restricted cash(14,309)21,016 (31,696)26,368 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents and restricted cash at beginning of the period50,737 48,534 68,124 43,182 
Cash and cash equivalents and restricted cash at end of the period$36,428 $69,550 $36,428 $69,550 


Three months ended December 31,Nine months ended December 31,
2024202320242023
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period:
Taxes paid, including excise tax$173 $— $1,058 $1 
Operating leases paid$533 $580 $1,732 $1,732 
Non-cash investing activity:
Network equipment provided in exchange for wireless licenses$— $48 $47 $616 
Narrowband spectrum licenses received in connection with the LCRA Agreement$1,430 $— $1,430 $— 
Deferred gain on sale of intangible assets$— $22 $— $4,911 
Derecognition of contingent liability related to sale of intangible assets$— $409 $— $19,249 
Right of use assets new leases$— $333 $290 $439 
Right of use assets modifications and renewals$124 $1,830 $1,221 $1,885 

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:
December 31, 2024September 30, 2024March 31, 2024
Cash and cash equivalents$28,797$43,129$60,578
Escrow deposits7,631 7,608 7,546 
Total cash and cash equivalents and restricted cash$36,428$50,737$68,124
December 31, 2023September 30, 2023March 31, 2023
Cash and cash equivalents$62,033$48,534$43,182
Escrow deposits7,517 — — 
Total cash and cash equivalents and restricted cash$69,550$48,534$43,182




















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

 Three months ended December 31,Nine months ended December 31,
 2024202320242023
Number of shares repurchased and retired132 230 195 563 
Average price paid per share*$33.59 $34.77 $32.83 $33.62 
Total cost to repurchase$4,416 $7,971 $6,443 $18,706 
*Average price paid per share includes costs associated with the repurchases.
As of December 31, 2024, $229.6 million is remaining under the share repurchase program.


February 11, 2025 Third quarter fiscal year 2025 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 November 2024 report. ANTERIX DEMONSTRATED INTENT SCORECARD UPDATE • • 18 utilities remain above 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 at some point in the future. This is not meant to indicate these contracts are imminent. These 18 utilities represent approximately $1B in potential contracted proceeds. • Estimated contracted proceeds both above and below the DI threshold remain consistent with the November 2024 report. No indicators were added to utilities’ scorecards that sit above the DI threshold and nine were added for those below the DI threshold. ANTERIX PIPELINE UPDATE As of this update, we have signed approximately $390M in contracts and have remaining in our pipeline approximately $3B of prospective contract opportunities. Approximately $500M in potential contracted proceeds resides in Phase 3. DEMONSTRATED INTENT OVERVIEW Since February 2023, 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 does it represent our basis for confidence in the market. As we have reported since 2023, 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,” and “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 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 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; (iii) Anterix’s ability to qualify for and timely secure broadband licenses; (iv) Anterix’s ability to execute on its customer engagement initiatives; (v) the timing and outcome of Anterix’s strategic review process; (vi) whether Anterix will be able to identify, develop or execute on any actions as a result of its strategic review process and (vii) competition in the market for spectrum and spectrum solutions offered by Anterix. 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.

 
~$3B potential contracted proceeds in phased pipeline, in addition to ~$390M 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. February 11, 2025 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 ~$390M Contracted Proceeds ~$2.0B ~$1.0B ~$390M Customer DI Threshold Phase 1 Prospecting & Qualification Phase 2 Pursuit & Proposal Phase 3 Negotiation & Commitment ~$3B Pipeline ~$1.4B ~$500M ~$1.4B ~$1.1B

 
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. February 11, 2025

 
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Cover
Feb. 11, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 11, 2025
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
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Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol ATEX
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