Anterix Inc. (ATEX)

CIK: 0001304492. SIC: 4813 Telephone Communications (No Radiotelephone). Latest 10-K as of: 2025-06-24.

SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > Communications > SIC 4813 Telephone Communications (No Radiotelephone)

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1304492. Latest filing source: 0001304492-25-000056.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-06-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001304492.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001304492.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001304492-26-000010.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-02-11. Report date: 2025-12-31.

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis of the financial condition and results of operations of Anterix Inc. (“Anterix,” the “Company”, “we”, “us”, or “our”) should be read in conjunction with our financial statements and notes thereto included in this Quarterly Report and the audited financial statements and notes thereto included in our 2025 Annual Report on Form 10-K for the year ended March 31, 2025, filed with the SEC on June 24, 2025. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors including, but not limited to, those identified or referenced in “Item 1A—Risk Factors” in Part II of this Quarterly Report. As a result, investors are urged not to place undue reliance on any forward-looking statements. Except as required by applicable law, we do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

Overview

Anterix Inc. is 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. Our mission is to transform how critical infrastructure stays connected. We are focused on commercializing our spectrum assets and expanding the advanced intelligent infrastructure solutions designed to enhance efficiency, strengthen resilience, and accelerate digital transformation to enable our targeted utility and critical infrastructure customers to deploy private broadband networks.

Refer to our 2025 Annual Report for a more complete description of the nature of our business, including details regarding the process and costs to secure our broadband licenses.

Business Developments

On January 30, 2026, we entered into a spectrum license sale agreement with CPS Energy (“CPS”) to provide 900 MHz broadband license covering Bexar County, Texas, (the “CPS Agreement”) for a total payment of $13.0 million, facilitating CPS to deploy a utility private wireless broadband network that will strengthen its grid operations, enhance reliability, and accelerate innovation at scale.

In November 2025, Anterix, Inc. and Crown Castle, one of the nation’s largest tower companies, announced a new turnkey tower service, TowerX, that helps utilities accelerate buildout timelines by providing access to pre-negotiated tower sites, centralized data and expert support.

Additionally, we also relaunched CatalyX, a turnkey SIM provisioning, connectivity management and roaming solution that helps utilities efficiently and securely activate and manage devices across public and private networks.

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Results of Operations

A discussion and analysis of the primary factors contributing to our results of operations are presented below. The following tables summarize our results of operations and financial data for the three and nine months ended December 31, 2025 and 2024. The following data should be read in conjunction with our Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report.

Three months ended December 31,

Nine months ended December 31,

2025

2024

2025

2024

Spectrum revenue

$

1,573 

$

1,566 

$

4,543 

$

4,642 

Operating expenses

General and administrative

8,656 

9,203 

27,503 

33,451 

Sales and support

1,439 

1,309 

4,381 

4,516 

Product development

1,104 

1,120 

3,436 

4,646 

Severance and other related charges

465 

3,513 

1,820 

3,513 

Depreciation and amortization

104 

142 

361 

472 

Operating expenses

11,768 

15,287 

37,501 

46,598 

Gain on exchange of intangible assets, net

(806)

(20,753)

(94,324)

(20,846)

Gain on sale of intangible assets, net

(329)

— 

(12,759)

— 

Loss from disposal of long-lived assets, net

1 

— 

30 

— 

(Loss) income from operations

(9,061)

7,032 

74,095 

(21,110)

Interest income

340 

434 

1,161 

1,713 

Other income

68 

10 

68 

35 

(Loss) income before income taxes

(8,653)

7,476 

75,324 

(19,362)

Income tax (benefit) expense

(2,052)

(234)

3,209 

1,218 

Net (loss) income

$

(6,601)

$

7,710 

$

72,115 

$

(20,580)

Summary

Our net loss for the three months ended December 31, 2025 increased by approximately $14.3 million to $6.6 million from a net income of $7.7 million for the three months ended December 31, 2024. The increase in net loss was primarily due to the following:

•General and administrative expenses decreased by $0.5 million, or -6%, to $8.7 million for the three months ended December 31, 2025 from $9.2 million for the three months ended December 31, 2024. The decrease primarily resulted from $0.3 million lower professional services, $0.2 million contract consulting fees, $0.1 million site related costs and $0.1 million headcount related costs, partially offset by $0.2 million higher stock compensation expense.

•Severance and other related charges decreased by $3.0 million, or -87%, to $0.5 million for the three months ended December 31, 2025 from $3.5 million for the three months ended December 31, 2024. The decrease is primarily attributable to higher severance and stock compensation expenses related to the separation of the Company’s former CEO (the “CEO Transition”) during the three months ended December 31, 2024.

•Gain on exchange of intangible assets, net decreased by $19.9 million, or 96%, to $0.8 million for the three months ended December 31, 2025 from $20.8 million for the three months ended December 31, 2024. During the three months ended December 31, 2025, we exchanged our narrowband licenses for broadband licenses in 12 counties. In connection with the exchange, we recorded an accounting cost basis of $6.2 million for the new broadband licenses and disposed of $5.4 million related to the value ascribed to the narrowband licenses we relinquished to The Federal Communications Commission (the “FCC”) for those same 12 counties (including additional clearing cost for previously exchanged narrowband licenses). As a result, we recorded a $0.8 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations. During the three months ended December 31, 2024, we exchanged our narrowband licenses for broadband licenses in 19 counties. In connection with the exchange, we recorded an estimated accounting cost basis of $23.7 million for the

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new broadband licenses and disposed of $3.0 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 19 counties (including additional clearing cost for previously exchanged narrowband licenses). As a result, we recorded a $20.8 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations.

•Gain on sale of intangible assets, net increased by $0.3 million, or 100%, to $0.3 million for the three months ended December 31, 2025 from zero for the three months ended December 31, 2024. During the three months ended December 31, 2025, we transferred to Lower Colorado River Authority (“LCRA”) 10 broadband licenses, and recorded a $0.3 million gain on sale of intangible assets on our Consolidated Statements of Operations. Refer to Note 5 Intangible Assets in the Notes to the Consolidated Financial Statements for further discussion on the sale of intangible assets. During the three months ended December 31, 2024, we did not transfer any broadband licenses.

•Income tax benefit increased by $1.8 million, or 777%, to $2.1 million for the three months ended December 31, 2025 from income tax benefit of $0.2 million for the three months ended December 31, 2024. The increase primarily resulted from lower provisions of $1.4 million for state and $0.4 million for federal driven by lower gain on sales and exchanges of intangible assets.

Our net income for the nine months ended December 31, 2025 increased by approximately $92.7 million to $72.1 million from a net loss of $20.6 million for the nine months ended December 31, 2024. The increase in net income was primarily due to the following:

•General and administrative expenses decreased by $5.9 million, or -18%, to $27.5 million for the nine months ended December 31, 2025 from $33.5 million for the nine months ended December 31, 2024. The decrease primarily resulted from $2.6 million lower headcount related costs, $1.4 million stock compensation expense, $1.3 million professional services and $0.5 million contract consulting fees.

•Product development expenses decreased by $1.2 million, or -26%, to $3.4 million for the nine months ended December 31, 2025 from $4.6 million for the nine months ended December 31, 2024. The decrease primarily resulted from $1.1 million lower contract consulting fees and $0.6 million IT related costs, partially offset by $0.4 million higher stock compensation expense.

•Severance and other related charges decreased by $1.7 million, or -48%, to $1.8 million for the nine months ended December 31, 2025 from $3.5 million for the nine months ended December 31, 2024. The decrease is primarily attributable to higher severance and stock compensation expenses related to the CEO Transition during the nine months ended December 31, 2024.

•Gain on exchange of intangible assets, net increased by $73.5 million, or 352%, to $94.3 million for the nine months ended December 31, 2025 from $20.8 million for the nine months ended December 31, 2024. During the nine months ended December 31, 2025, we exchanged our narrowband licenses for broadband licenses in 173 counties. In connection with the exchange, we recorded an accounting cost basis of $121.3 million for the new broadband licenses and disposed of $27.0 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 173 counties (including additional clearing cost for previously exchanged narrowband licenses). As a result, we recorded a $94.3 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations. During the nine months ended December 31, 2024, we exchanged our narrowband licenses for broadband licenses in 20 counties. In connection with the exchange, we recorded an accounting cost basis of $23.8 million for the new broadband licenses and disposed of $3.0 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 20 counties (including additional clearing cost for previously exchanged narrowband licenses). As a result, we recorded a $20.8 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations.

•Gain on sale of intangible assets, net increased by $12.8 million, or 100%, to $12.8 million for the nine months ended December 31, 2025 from zero for the nine months ended December 31, 2024. During the nine months ended December 31, 2025, we transferred to LCRA and Oncor Electric Delivery Company LLC (“Oncor”) 60 and three broadband licenses, respectively, and recorded a $12.8 million gain on sale of intangible assets on our Consolidated Statements of Operations. Refer to Note 5 Intangible Assets in the Notes to the Consolidated Financial Statements for further discussion on the sale of intangible assets. During the nine months ended December 31, 2024, we did not transfer any broadband licenses.

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•Interest income decreased by $0.6 million, or -32%, to $1.2 million for the nine months ended December 31, 2025 from $1.7 million for the nine months ended December 31, 2024. The decrease was primarily attributable to a lower average cash balance during the period and lower interest rates.

•Income tax expense increased by $2.0 mill

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-06-24. Report date: 2025-03-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis of financial condition and results of operations should be read in conjunction with our historical consolidated financial statements and the related notes. This management’s discussion and analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause our actual results or events to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section entitled “Risk Factors” included elsewhere in this Annual Report. Except as required by applicable law we do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

This management’s discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

Overview

Anterix Inc. is the utility industry’s partner, empowering enhanced visibility, control and security for a modern grid. Our vision is to deliver secure, scalable solutions enabled by private wireless broadband connectivity, for the benefit of utilities and the communities that they serve. 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 deliver solutions that support secure, resilient and customer-controlled operations. We are focused on commercializing our spectrum assets and expanding the benefits and solutions we offer to enable our targeted utility and critical infrastructure customers to deploy private broadband networks.

Refer to our Business Section of this Annual Report for a more complete description of the nature of our business, including details regarding the process and costs to secure our broadband licenses.

Business Developments

LCRA Expansion Agreement

In January 2025, we entered into the second agreement with LCRA (the “LCRA Expansion Agreement”) to sell 900 MHz Broadband Spectrum covering 34 additional counties in its service area, building upon the 68 counties covered by our first LCRA Agreement for total estimated consideration of $13.5 million.

Oncor Agreement

In June 2024, we entered into an agreement with Oncor to sell 900 MHz Broadband covering 95 counties to deploy a private wireless broadband network in its transmission and distribution service area for total estimated consideration of $102.5 million (the “Oncor Agreement”). The total payment of $102.5 million comprises an initial payment of $10.0 million received in June 2024 and remaining payments that are due to us for each county, at closing. The timing and rights to milestone payments could vary as 900 MHz broadband licenses are granted by the FCC, broadband licenses are assigned to Oncor and incumbents are cleared by us. Oncor operates more than 143,000 circuit miles of transmission and distribution lines in Texas, delivering electricity to more than four million homes and businesses across a service territory that has an estimated population of approximately 13 million people.

Corporate Developments

Executive Chairman Transition

In December 2024, we announced Morgan O’Brien’s retirement as a director, as Executive Chairman of the Board, and as an executive of the Company, each effective as of December 31, 2024. In addition, we entered into a consulting agreement with Mr. O’Brien. See Note 10 Related Party Transactions for further discussion.

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We appointed Thomas R. Kuhn, as the Chairman of the Board (the “Board Chair”), effective January 1, 2025. The Board also appointed Mr. Kuhn as the Chair of the newly established Utility Engagement Committee. This committee is responsible for overseeing and strengthening our relationships and commercialization efforts within the utility industry.

Subsequently, on January 22, 2025, we entered into an employment agreement with Mr. Kuhn naming him as Executive Chairman (the “Employment Agreement”). Due to his appointment as an executive of the Company, effective as of the date of his appointment, Mr. Kuhn resigned from serving on the Board’s Compensation Committee, Audit Committee and Nominating and Governance Committee.

Chief Executive Officer Transition

On October 8, 2024, we announced the appointment of Scott Lang as President and Chief Executive Officer, to succeed Robert Schwartz effective by November 1, 2024 (the “CEO Transition”). As part of the CEO Transition, the Board also designated Mr. Lang as our principal executive officer for purposes of the rules and regulations of the SEC. Due to his service as an executive, effective as of the date of his appointment, Mr. Lang resigned from serving on the Board’s Audit Committee and Nominating and Governance Committee.

In connection with Mr. Schwartz’s resignation, we negotiated a Transition and Separation Agreement (the “Transition Agreement”), which provided the following benefits (subject to effectiveness and the terms and conditions of the Transition Agreement), (i) two times the sum of his annualized salary and target bonus, for an aggregate amount of approximately $2.2 million, (ii) a pro-rata target bonus for fiscal year 2025, less any bonus amount previously paid for fiscal year 2025, for an aggregate amount of approximately $0.2 million and (iii) a subsidized COBRA continuation coverage for 18 months. Additionally, in connection with the Transition Agreement, a portion of Mr. Schwartz’s unvested time-based awards and performance-based awards accelerated and vested on a pro-rated basis, and Mr. Schwartz received an option exercise period extension. See Note 13 Stockholders’ Equity for further discussion.

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Results of Operations 

A discussion and analysis of the primary factors contributing to our results of operations are presented below. The following tables summarize our results of operations and financial data for the years ended March 31, 2025 (“Fiscal 2025”) and March 31, 2024 (“Fiscal 2024”). The following data should be read in conjunction with our Consolidated Financial Statements and the notes thereto included in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.

2025

2024

Spectrum revenue

$

6,031 

$

4,191 

Operating expenses

General and administrative

42,671 

44,423 

Sales and support

6,110 

5,693 

Product development

5,735 

5,697 

Severance and other related charges

3,771 

— 

Depreciation and amortization

548 

844 

Operating expenses

58,835 

56,657 

Gain on exchange of intangible assets, net

(22,799)

(35,024)

Gain on sale of intangible assets, net

(18,294)

(7,364)

Loss from disposal of long-lived assets, net

3 

44 

Loss from operations

(11,714)

(10,122)

Interest income

2,159 

2,374 

Other income

75 

233 

Loss before income taxes

(9,480)

(7,515)

Income tax expense

1,892 

1,613 

Net loss

$

(11,372)

$

(9,128)

Summary.

Our net loss for Fiscal 2025 increased by approximately $2.2 million, or 25%, to $11.4 million from $9.1 million in Fiscal 2024. The increase in net loss was primarily due to the following:

•Spectrum revenues increased by $1.8 million, or 44%, to $6.0 million in Fiscal 2025 from $4.2 million in Fiscal 2024. The increase in our spectrum revenue was primarily attributable to revenue recognized in connection with our agreement with Xcel Energy of approximately $1.3 million and our agreement with Evergy of approximately $0.6 million. For a discussion of our revenue recognition policy, refer to Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report.

•General and administrative expenses decreased by $1.8 million, or (4)%, to $42.7 million in Fiscal 2025 from $44.4 million in Fiscal 2024. The decrease resulted from $2.6 million lower stock compensation expense, $0.9 million lower consulting fees, $0.3 million lower regulatory fees and $0.2 million lower recruiting costs, partially offset by $0.5 million higher headcount related costs primarily driven by merit increases, $1.0 million due to fiscal 2024 executive bonuses related to the Oncor Agreement deemed fiscal 2025 compensation and $0.7 million higher professional services fees.

•Sales and support expense increased by $0.4 million, or 7%, to $6.1 million in Fiscal 2025 from $5.7 million in Fiscal 2024. The increase primarily resulted from $0.5 million higher headcount related costs, $0.3 million fees related to the Oncor Agreement, partially offset by $0.2 million in lower contract consulting fees and $0.2 million stock compensation expense.

•Severance and other related expenses increased by $3.8 million, or 100%, to $3.8 million in Fiscal 2025 from zero for Fiscal 2024. The increase is primarily attributable to severance and stock compensation expenses related to the CEO Transition and workforce reduction.

•Gain on exchange of intangible assets, net decreased by $12.2 million, or (35)%, to $22.8 million in Fiscal 2025 from $35.0 million for Fiscal 2024. During Fiscal 2025, we exchanged our narrowband licenses for broadband licenses in 67 counties. In connection with the exchange, we recorded an estimated accounting cost basis of $27.0 million for the new broadband licenses and disposed of $4.2 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 67 counties. As a result, we recorded a $$22.8 million

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non-monetary gain on exchange of the intangible assets on our Consolidated Statements of Operations. Refer to Note 7 Intangible Assets in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion on the exchanges.

•Gain on sale of intangible assets, net increased by $10.9 million, or 148%, to $18.3 million in Fiscal 2025 from $7.4 million for Fiscal 2024. During Fiscal 2025, we transferred to Oncor four broadband licenses and recorded a $18.3 million gain on sale of intangible assets on our Consolidated Statements of Operations. Refer to Note 7 Intangible Assets in the Notes to the Consolidated Financial Statements contained within this Annual Report for further discussion on the sale of intangible assets.

•Interest income decreased by $0.2 million, or (9)%, to $2.2 million in Fiscal 2025 as compared to $2.4 million from Fiscal 2024. The decrease was primarily attributable to a lower average cash balance during the period.

•Income tax expense increased by $0.3 million, or 17%, to $1.9 million in Fiscal 2025 from $1.6 million in Fiscal 2024. The increase was primarily attributable to higher state effective tax rate due to taxable income related to customer milestone payments.

Liquidity and Capital Resources 

Our principal source of liquidity is our cash and cash equivalents generated from customer contract proceeds. At March 31, 2025, we had cash and cash equivalents of $47.4 million.

We believe our cash and cash equivalents on hand, along with contracted proceeds from customers, will be sufficient to meet our financial obligations through at least 12 months from the date of this Annual Report. As noted above, our future capital requirements will depend on a number of factors, including among others, future customer contracts, the costs and timing of our spectrum retuning activities, spectrum acquisitions and the Anti-Windfall Payments to the U.S. Treasury, our operating activities, any cash proceeds we generate through our commercialization activities, our ability to timely deliver broadband licenses to our customers in accordance with our contractual obligations and our obligation to refund payments or pay penalties if we do not meet our commercial obligations. The repurchase of shares of our common stock under our share

repurchase program would also reduce our available cash and cash equivalents. We deploy this capital at our determined pace based on several key ongoing factors, including customer demand, market opportunity, and offsetting income from spectrum leases. We cannot reasonably estimate any potential impact to our results of operations, commercialization efforts and financial condition arising from changes to our macroeconomic, legal or regulatory environment, including potential legislation affecting the energy or utility industry, the telecommunications environment, or supply chains. We are actively managing our business to maintain our cash flow and believe that we currently have adequate liquidity. To implement our business plans and initiatives, however, we may need to raise additional capital. We cannot predict with certainty the exact amount or timing for any future capital raises. See “Risk Factors” in Item 1A of Part I of this Annual Report for a reference to the risks and uncertainties that could cause our costs to be more than we currently anticipate and/or our revenue and operating results to be lower than we currently anticipate. If required, we intend to raise additional capital through debt or equity financing or through some other financing arrangement. However, we cannot be sure that additional financing will be available if and when needed, or that, if available, we can obtain financing on terms favorable to our stockholders and to us. Any failure to obtain financing when required will have a material adverse effect on our business, operating results, financial condition and liquidity.

Cash Flows from Operating, Investing and Financing Activities

For the years ended March 31,

(in thousands)

2025

2024

Net cash (used in) provided by operating activities

$

(29,263)

$

41,993 

Net cash provided by investing activities

$

22,753 

$

8,089 

Net cash used in financing activities

$

(6,590)

$

(25,140)

Net cash (used in) provided by operating activities

Our principal source of cash provided by operating activities is our customer contract proceeds in the form of advanced payments. For spectrum revenue agreements, we record these advanced payments as deferred revenue on our Consolidated Balance Sheets and recognize revenue over the term of the lease, which is typically 20 to 30 years. For spectrum sale agreements, we record advanced payments as a contingent liability on our Consolidated Balance Sheets and derecognize this liability upon closing of the sale along with recording a gain or loss on sale. In addition, our cash flows reflect a non-cash gain or loss on disposal of intangible assets for the difference in cost basis as we exchange narrowband licenses for broadband licenses. We expect net cash (used in) provided by operating activities to be affected by the progress on our customer agreements as well as changes in other operating assets and liabilities. The following represents our changes in net cash (used in) provided by operating activities for Fiscal 2025 and Fiscal 2024.

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Net cash used in operating activities was approximately $29.3 million in Fiscal 2025. The net cash used in operating activities in Fiscal 2025 was primarily due to the following:

•$11.4 million decrease related to our operating loss, which includes a reduction of $25.0 million of non-cash items. Refer to the Results of Operations;

•$2.7 million increase in accrued severance and other related charges primarily due to the CEO Transition and workforce reduction offset by $0.4 million in cash payments;

• $2.5 million increase in deferred revenue due to $8.5 million cash proceeds from Ameren Corporation related to cash proceeds from our 900 MHz Broadband Spectrum customer prepayments offset by $6.0 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and

•$6.0 million increase in contingent liability related to the Oncor Agreement net of transferred broadband licenses for four counties.

Net cash provided by operating activities was approximately $42.0 million in Fiscal 2024. The net cash provided by operating activities in Fiscal 2024 was primarily due to the following:

•$9.1 million decrease related to our operating loss, which includes $23.6 million of non-cash items. Refer to the Results of Operations;

•$61.5 million increase in deferred revenue due to $66.0 million cash proceeds from our 900 MHz Broadband Spectrum customer prepayments offset by $4.2 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and

•$15.0 million increase in contingent liability related to the LCRA Agreement.

Net cash provided by investing activities

Our principal outflow of cash used in investing activities is our purchases of intangible assets, including refundable deposits, retuning costs and swaps, which represent our spectrum clearing efforts as we work toward the conversion from narrowband to broadband spectrum. The purchases of intangible assets may be offset by current period cash proceeds from the sale of intangible assets, with a potential non-cash derecognition of the contingent liability for any proceeds received and recognized in operating activities in a prior period. Payments received in the current period are reflected as investing activities on the Consolidated Statements of Cash Flows upon the sale of intangible assets. We expect net cash provided by investing activities to be affected by the timing of our spectrum clearing efforts and the closing of our sale transactions and the related transfer of broadband licenses. The following represents our changes in net cash provided by investing activities for Fiscal 2025 and Fiscal 2024.

Net cash provided by investing activities was approximately $22.8 million and $8.1 million in Fiscal 2025 and Fiscal 2024 respectively. For Fiscal 2025, the net cash provided by investing activities resulted from $40.9 million sale of spectrum related to our transfer of four broadband licenses to Oncor, offset by $18.1 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $0.1 million for purchases of equipment. For Fiscal 2024, the net cash provided by investing activities resulted from $25.4 million sale of spectrum related to our transfer of the San Diego County and Imperial County broadband license to SDG&E, offset by $17.0 million in payments made to acquire, swap or retune wireless licenses in markets across the United States and $0.3 million for purchases of equipment.

Net cash used in financing activities

Our principal outflow of cash used in financing activities is a result of our equity transactions, including repurchases of common stock and taxes and fees associated with the issuance of restricted stock awards, offset by proceeds from stock options exercised in the period. We expect net cash used in financing activities to be affected by the timing of future equity transactions including the timing of our repurchases of common stock. The following represents our changes in net cash used in financing activities for Fiscal 2025 and Fiscal 2024.

Net cash used in financing activities was approximately $6.6 million and $25.1 million in Fiscal 2025 and Fiscal 2024, respectively. For Fiscal 2025, net cash used in financing activities was primarily from the repurchase of common stock of $8.4 million, payments of withholding tax on net issuance of restricted stock of $1.8 million, partially offset by the proceeds from stock option exercises of $3.7 million. For Fiscal 2024, net cash used in financing activities was primarily from the repurchase of common stock of $24.7 million, payments of withholding tax on net issuance of restricted stock of $1.2 million, partially offset by the proceeds from stock option exercises of $0.8 million.

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Expected future cash proceeds

The following table illustrates the estimated contracted customer proceeds for Fiscal 2026 and thereafter (in thousands):

Customers

Fiscal 2026(1)

Thereafter(1)(2)

Ameren

$

— 

$

16,300 

SDG&E

— 

3,100 

Xcel Energy

7,500 

5,300 

LCRA

13,000 

15,500 

TECO

— 

27,600 

Oncor

58,300 

— 

Total

$

78,800 

$

67,800 

(1) Total cash proceeds are subject to change based on final delivery date of the broadband licenses for the associated milestone, which may include penalties associated with delayed deliveries.

(2) Thereafter expected cash proceeds range from FY27 through FY29.

Material Cash Requirements

Our future capital requirements will depend on many factors, including: costs and time related to the commercialization of our spectrum assets; and our ability to sign customer contracts and generate revenues from the license or transfer of any broadband licenses we secure; our ability to timely deliver broadband licenses and clear spectrum to our customers in accordance with our contractual obligation; any requirement to refund payments or pay penalties if we do not satisfy our contractual obligations; the timeline and costs to acquire broadband licenses pursuant to the Report and Order, including the costs to acquire additional spectrum, the costs related to retuning, or swapping spectrum held by 900 MHz site-based licensees in the broadband segment that is required under section 90.621(b) to be protected by a broadband licensee with a base station at any location within the county, or any 900 MHz geographic-based SMR licensee in the broadband segment whose license area completely or partially overlaps the county, and the costs of paying Anti-Windfall Payments.

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 through January 31, 2029, which includes a three to ten-year lease extension for our corporate headquarters. We have also entered into multiple lease agreements for tower space related to our spectrum holdings. These lease expiration dates range from April 9, 2025 to March 25, 2032. Total estimated payments for these lease agreements are approximately $6.2 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us). We also have an obligation to clear the tower site locations, for which we recorded an asset retirement obligation (the “ARO”). Total estimated payments as a result of the ARO is approximately $0.6 million. See Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report for further information on the ARO. In addition to the lease payments and ARO for our tower site locations, we entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration. As of March 31, 2025, our total estimated future payments for these agreements with incumbents are approximately $7.0 million.

Xcel Energy Guaranty

In October 2022, we entered into an agreement with Xcel Energy providing Xcel Energy dedicated long-term usage of our 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory in eight states the Xcel Energy Agreement. In connection with Xcel Energy Agreement, we entered into a guaranty agreement, under which we guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory in eight states along with other commercial obligations. In the event of default or non-delivery of the specific territory’s 900 MHz Broadband Spectrum, we are required to refund payments we have received. In addition, to the extent we have performed any obligations, our liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations. We recorded $67.1 million in deferred revenue in connection with the prepayments received as of March 31, 2025. We commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first quarter of fiscal year 2024 and will continue through 2029. As of March 31, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $62.0 million, reflecting a reduction in liability due to the obligations it has performed to date.

Share Repurchase Program

In September 2021, our Board authorized a share repurchase program pursuant to which we may repurchase up to $50.0 million of our common stock on or before September 29, 2023. We repurchased and subsequently retired a total of

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$33.9 million of our common stock under the 2021 Share Repurchase Program, including $10.7 million during fiscal year 2024. On September 21, 2023, our Board authorized the new 2023 Share Repurchase Program pursuant to which we may repurchase up to $250.0 million of our common stock on or before September 21, 2026. We repurchased and subsequently retired a total of $13.9 million of our common stock under the 2023 Share Repurchase Program during fiscal year 2024. We repurchased and subsequently retired a total of $8.4 million of our common stock under the 2023 Share Repurchase Program during fiscal year 2025. We may repurchase shares of our common stock via the open market and/or privately negotiated transactions. Repurchases will be made in accordance with applicable securities laws and may be effected pursuant to Rule 10b5-1 trading plans. The manner, timing and amount of any share repurchases will be determined by us based on a variety of factors, including, proceeds from customer contracts, the timing of which is unpredictable, as well as general business and market conditions, our capital position and other strategic considerations. The 2023 Share Repurchase Program does not obligate us to repurchase any particular amount of our common stock.

The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. For the year end March 31, 2025, we had no excise tax expense. For the year ended March 31, 2024, excise tax expense was approximately $0.2 million.

The following table presents the share repurchase activity for Fiscal 2025 and Fiscal 2024 (in thousands, except per share data):

For the years ended March 31,

2025

2024

Number of shares repurchased and retired

245 

736 

Average price paid per share*

$

33.71 

$

33.72 

Total cost to repurchase

$

8,398 

$

24,676 

* Average price paid per share includes costs associated with the repurchases, excluding excise taxes associated with the share repurchases.

As of March 31, 2025, $227.7 million is remaining under the 2023 Share Repurchase Program.

Critical Accounting Estimates 

The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Accordingly, our actual results could differ from those based on such estimates and assumptions. Further, to the extent that there are differences between our estimates and our actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. We believe that the accounting policies discussed below are critical to understanding our historical performance, as these policies relate to the more significant areas involving our judgments and estimates.

We believe that the areas described below are the most critical to aid in fully understanding and evaluating our reported financial results, as they require management’s significant judgments in the application of accounting policy or in making estimates and assumptions that are inherently uncertain and that may change in subsequent periods. Our significant accounting policies are set forth in Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report. Of those policies, we believe that the policy discussed below may involve a higher degree of judgment and may be more critical to an accurate reflection of our financial condition and results of operations.

Evaluation of Indefinite-Lived Intangible Assets for Impairment

Unit of accounting of wireless licenses not associated with closed deals is based on geographic markets. Unit of accounting of wireless licenses associated with closed deals is based on the deal markets. Our wireless licenses not associated with closed deals are tested for impairment based on the geographic markets, as we will be utilizing the existing wireless narrowband licenses, or broadband licenses if applicable, as part of facilitating broadband spectrum networks at a geographic market level. Our wireless licenses associated with closed deals are tested for impairment based at the deal market level. We use a market-based approach to estimate fair value for impairment testing purposes. We may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an intangible asset is less than its carrying value. If we do not perform the qualitative assessment, or if the qualitative assessment indicates it is more likely than not that the fair value of the intangible asset is less than its carrying amount, we will calculate the estimated fair value of the intangible asset. If the estimated fair value of the spectrum licenses is lower than their carrying amount, an impairment loss is recognized. We will use a market-based approach to estimate fair value for impairment testing purposes except for deals that were realized as of the valuation date, for which a transaction specific market approach will be used.

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The valuation approach used to estimate fair value for the purpose of impairment testing requires management to use complex assumptions and estimates such as population, discount rates, industry and market considerations, long-term market equity risk, as well as other factors. These assumptions and estimates depend on our ability to accurately predict forward looking assumptions including successfully applying for broadband licenses, commercializing our 900 MHz Broadband Spectrum and properly estimating favorable deal terms over the life of the contract. For impairment testing, estimated fair value of counties without an associated deal is determined using a market-based approach primarily using the 600 MHz auction price. The FCC will use the spectrum price based on the average price paid in the FCC’s 600 MHz auction to calculate the Anti-Windfall Payments. The estimated fair value of realized deals is determined using a transaction specific market approach based on the deal specific terms and adjusted for our rate of return and present value taking into consideration the timing of payments. In addition, we performed a sensitivity analysis to recent auctions and transactions noting that while in some cases the value was lower than the 600 MHz auction price, the values were well above our carrying value. Furthermore, if management determines that for impairment testing purposes, the 600 MHz auction price is not the appropriate market-based fair value, and the new estimated fair value is lower by over 50%, our intangible assets would still not be impaired as the current estimated fair value for impairment testing purposes exceeds book value by more than 50%.

During the years ended March 31, 2025 and 2024, we performed a step one quantitative approach impairment test as of January 1, 2025 and 2024, respectively, to determine if the fair value of the combined licenses by the associated geographical or deal market exceeds the carrying value for each geographical or deal market. We use Demonstrated Intent (“DI”) to allocate licenses by geographical region. DI determines how likely a deal is to close based on certain factors, like applying for an experimental license, entering into a request for proposal, joining certain utility board or publicly backing 900 MHz Broadband Spectrum and its application. Based on the results of the impairment test, there were no impairment charges recorded during the year ended March 31, 2025 and 2024.

Recent Accounting Pronouncements

Information regarding recent accounting pronouncements, including those recently adopted, is provided in Note 2 Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements contained within this Annual Report.