atex-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

______________________

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-36827

______________________

Anterix Inc.

(Exact name of registrant as specified in its charter)

______________________


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)

(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	Name of each exchange on which registered
Common Stock, $0.0001 par value	ATEX	The Nasdaq Stock Market LLC (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
Non-accelerated filer	x	Smaller reporting company	x
Emerging growth company	o

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 November 8, 2024, 18,618,271 shares of the registrant’s common stock were outstanding.


PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	5
	Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and March 31, 2024	5
	Unaudited Consolidated Statements of Operations for the three and six months ended September 30, 2024 and 2023	6
	Unaudited Consolidated Statements of Stockholders’ Equity for the three and six months ended September 30, 2024 and 2023	7

	Unaudited Consolidated Statements of Cash Flows for the three and six months ended September 30, 2024 and 2023	9
	Notes to Unaudited Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4.	Controls and Procedures	27
PART II. OTHER INFORMATION		28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	29
Item 6.	Exhibits	30
SIGNATURES		31


	September 30, 2024		March 31, 2024
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	43,129	$	60,578
Spectrum receivable	12,063		8,521
Prepaid expenses and other current assets	1,582		3,912
Total current assets	56,774		73,011
Escrow deposits	7,608		7,546
Property and equipment, net	1,726		2,062
Right of use assets, net	4,987		4,432
Intangible assets	221,863		216,743
Deferred broadband costs	23,759		19,772
Other assets	520		1,328
Total assets	$	317,237	$	324,894
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	7,086	$	8,631

Operating lease liabilities	1,806		1,850
Contingent liability	1,000		1,000
Deferred revenue	5,915		6,470
Total current liabilities	15,807		17,951
Operating lease liabilities	3,845		3,446
Contingent liability	25,000		15,000
Deferred revenue	120,712		115,742
Deferred gain on sale of intangible assets	4,911		4,911
Deferred income tax	7,670		6,281
Other liabilities	229		531
Total liabilities	178,174		163,862
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, 2024 and March 31, 2024	—		—
Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 18,618,271 shares issued and outstanding at September 30, 2024 and 18,452,892 shares issued and outstanding at March 31, 2024	2		2
Additional paid-in capital	541,551		533,203
Accumulated deficit	(402,490)		(372,173)
Total stockholders’ equity	139,063		161,032
Total liabilities and stockholders’ equity	$	317,237	$	324,894


	Three months ended September 30,				Six months ended September 30,
	2024		2023		2024		2023

Spectrum revenue	$	1,551	$	1,052	$	3,076	$	1,660



Operating expenses

General and administrative	11,397		11,905		24,248		23,578
Sales and support	1,357		1,310		3,207		2,585
Product development	1,776		1,147		3,526		2,216
Depreciation and amortization	151		209		330		455

Operating expenses	14,681		14,571		31,311		28,834
Gain on disposal of intangible assets, net	—		(8,513)		(93)		(19,298)
Gain on sale of intangible assets, net	—		(7,332)		—		(7,332)
Loss from disposal of long-lived assets, net	—		67		—		36
(Loss) gain from operations	(13,130)		2,259		(28,142)		(580)
Interest income	585		396		1,279		782
Other income	9		63		25		158

(Loss) income before income taxes	(12,536)		2,718		(26,838)		360
Income tax expense	230		645		1,452		405
Net (loss) income	$	(12,766)	$	2,073	$	(28,290)	$	(45)
Net (loss) income per common share basic	$	(0.69)	$	0.11	$	(1.53)	$	—
Net (loss) income per common share diluted	$	(0.69)	$	0.11	$	(1.53)	$	—
Weighted-average common shares used to compute basic net (loss) income per share	18,586,075		18,921,126		18,531,169		18,935,929
Weighted-average common shares used to compute diluted net (loss) income per share	18,586,075		19,109,394		18,531,169		18,935,929


	Number of Shares
	Common stock	Common stock		Additional paid-in capital		Accumulated deficit		Total
Balance at June 30, 2024	18,581	$	2	$	538,505	$	(389,724)	$	148,783
Stock compensation expense	—	—		3,408		—		3,408
Restricted shares issued	40	—		—		—		—
Stock option exercises	15	—		343		—		343

Shares withheld for taxes	(18)	—		(705)		—		(705)
Retirement of common stock	—	—		—		—		—
Net loss	—	—		—		(12,766)		(12,766)
Balance at September 30, 2024	18,618	$	2	$	541,551	$	(402,490)	$	139,063

Balance at March 31, 2024	18,453	$	2	$	533,203	$	(372,173)	$	161,032
Stock compensation expense	—	—		7,754		—		7,754
Restricted shares issued	169	—		—		—		—
Stock option exercises	96	—		1,960		—		1,960

Shares withheld for taxes	(37)	—		(1,366)		—		(1,366)
Retirement of common stock	(63)	—		—		(2,027)		(2,027)
Net loss	—	—		—		(28,290)		(28,290)
Balance at September 30, 2024	18,618	$	2	$	541,551	$	(402,490)	$	139,063


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:
	September 30, 2024		March 31, 2024
Cash and cash equivalents	$	43,129	$	60,578
Escrow deposits	7,608		7,546
Total cash and cash equivalents and restricted cash	$	50,737	$	68,124

	September 30, 2023		March 31, 2023
Cash and cash equivalents	$	48,534	$	43,182
Escrow deposits	—		—
Total cash and cash equivalents and restricted cash	$	48,534	$	43,182


	2024		2023
Balance at the beginning of period	$	216,743	$	202,044
Acquisitions and transfers	5,027		8,022
Sale of intangible assets	—		(31,798)
Exchanges - licenses received	126		24,146
Exchanges - licenses surrendered	(33)		(4,848)
Balance at the end of period	$	221,863	$	197,566


	September 30, 2024		March 31, 2024
Non-current assets - right of use assets, net	$	4,987	$	4,432
Current liabilities - operating lease liabilities	$	1,806	$	1,850
Non-current liabilities - operating lease liabilities	$	3,845	$	3,446


Fiscal Year	Operating Leases
2025 (excluding the six months ended September 30, 2024)	$	1,139
2026	1,880
2027	1,478
2028	1,142
2029	586
After 2029	265
Total future minimum lease payments	6,490
Amount representing interest	(839)
Present value of net future minimum lease payments	$	5,651


	Six months ended September 30,
(in thousands)	2024		2023
	(Unaudited)		(Unaudited)
Net cash (used in) provided by operating activities	$	(5,009)	$	2,213
Net cash (used in) provided by investing activities	$	(10,945)	$	14,889
Net cash used in financing activities	$	(1,433)	$	(11,750)


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
July 1, 2024 through July 31, 2024
Open market and privately negotiated purchases	—	$	—	—	$	234,033
August 1, 2024 through August 31, 2024
Open market and privately negotiated purchases	—	—		—	234,033
September 1, 2024 through September 30, 2024
Open market and privately negotiated purchases	—	—		—	234,033
Total	—	$	—	—	$	234,033


	Three months ended September 30,				Six months ended September 30,
	2024		2023		2024		2023
Spectrum revenue
900 MHz Broadband Spectrum Revenue
Ameren Corporation	$	182	$	152	$	338	$	304
Evergy	385		274		771		548
Xcel Energy (1)	802		444		1,603		444
Narrowband Spectrum Revenue
Motorola	182		182		364		364
Total spectrum revenue (2)	$	1,551	$	1,052	$	3,076	$	1,660


	Six months ended September 30,
	2024	2023
Weighted average term - operating lease liabilities	3.55 years	2.65 years
Weighted average incremental borrowing rate - operating lease liabilities	9%	12%


Exhibit No.			Description of Exhibit
3.1(1)			Amended and Restated Certificate of Incorporation of the Company.
3.2(2)			Certificate of Amendment No. 1 of Amended and Restated Certificate of Incorporation of the Company.
3.3(3)			Certificate of Amendment No. 2 of Amended and Restated Certificate of Incorporation of the Company.
3.4(4)			Amended and Restated Bylaws of the Company.
3.5(5)			Amendment No. 1 to the Amended and Restated Bylaws of the Company.
10.1#+			Transition and Separation Agreement, dated as of October 20, 2024, by and between the Company and Robert H. Schwartz.
10.2#+			Offer Letter, dated as of October 6, 2024, by and between the Company and Scott A. Lang.
10.3#+			Subsequent Release Agreement, dated as of November 1, 2024, by and between the Company and Robert H. Schwartz.
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			Inline XBRL Instance Document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)