Anterix (NASDAQ: ATEX) grows spectrum revenue but Q1 2026 profit shrinks
Anterix Inc. reported results for the quarter ended June 30, 2026. Spectrum revenue rose to $1.96 million from $1.42 million, driven mainly by Xcel Energy and Tampa Electric contracts. Operating expenses were $12.86 million, with general and administrative costs declining modestly.
The company recorded a non‑cash $10.65 million gain on exchange of spectrum licenses, well below the $33.92 million gain a year earlier, resulting in net income of only $0.24 million versus $25.18 million. Deferred revenue and other contract liabilities grew, with revenue allocated to remaining performance obligations of $197.8 million. Cash and cash equivalents increased to $116.0 million, aided by $20.27 million of stock option exercise proceeds, and net cash from operations was $2.05 million. Anterix continues to build its 900 MHz broadband spectrum position through acquisitions, exchanges, and spectrum sale and lease agreements, while maintaining $226.7 million of capacity under its share repurchase program.
Positive
- Spectrum revenue grew 38% to $1.96 million from $1.42 million, reflecting increased monetization of 900 MHz broadband contracts.
- Cash and cash equivalents rose to $116.0 million from $98.5 million, supported by $2.05 million operating cash inflow and $20.27 million from stock option exercises.
- Contracted future revenue is sizable, with $197.8 million allocated to remaining performance obligations and $174.9 million recorded as deferred revenue.
- General and administrative expenses declined by 8% year over year, indicating some cost discipline as the business scales its spectrum platform.
Negative
- Net income fell sharply to $0.24 million from $25.18 million, mainly due to a much smaller non‑cash gain on spectrum license exchanges.
- Net cash used in investing activities increased to $6.74 million from $2.67 million, reflecting higher cash outlays to acquire, retune, and swap spectrum licenses.
- Customer concentration remains high, as each major utility customer represented more than 10% of quarterly revenue, increasing reliance on a small number of counterparties.
Filing Explained
Existing holders face a larger share denominator, while spectrum contracts still require future license deliveries and payments.
This Form 10-Q is an unaudited quarterly report covering the three months ended
Stock-plan activity during the quarter included 636,077 shares issued, alongside stock-option exercises, restricted shares issued, and shares withheld for taxes. The company also reports four spectrum sale agreements with payments remaining of
The filing estimates
A Rule 10b5-1 plan is a written trading plan adopted in advance that executes trades on a schedule or formula. The CEO’s plan adopted
Key Figures
Spectrum revenue: $1,958,000
Net income: $240,000
Cash and cash equivalents: $116,010,000
+5 more
8 metrics
Spectrum revenue
$1,958,000
Three months ended June 30, 2026
Net income
$240,000
Three months ended June 30, 2026
Cash and cash equivalents
$116,010,000
Balance at June 30, 2026
Deferred revenue
$174,913,000
Contract liabilities at June 30, 2026
Remaining performance obligations
$197,800,000
Revenue to be recognized over up to 30 years
Gain on exchange of intangible assets
$10,653,000
Non‑cash gain in the quarter ended June 30, 2026
Operating cash flow
$2,045,000
Net cash provided by operating activities, Q1 2026
Share repurchase capacity
$226,700,000
Remaining under 2023 Share Repurchase Program at June 30, 2026
Key Terms
900 MHz Broadband Spectrum, Deferred revenue, Remaining performance obligations, Indefinite-lived intangible assets, +2 more
6 terms
900 MHz Broadband Spectrum technical
"to provide 900 MHz Broadband Spectrum in the 10 MHz broadband configuration"
Deferred revenue financial
"payments of prepaid fees under the spectrum lease agreements will be accounted for as deferred revenue"
Cash a company has already received for goods or services it has promised but not yet delivered; it's recorded as a liability because the company still owes that product, service, or future revenue recognition. For investors, deferred revenue signals upcoming work or deliveries that will convert into reported sales over time and affects short-term obligations, cash flow quality, and how quickly a firm can grow recognized revenue—think of it like prepaid subscriptions or gift cards a business must honor later.
Remaining performance obligations financial
"Revenue allocated to remaining performance obligations was $197.8 million as of June 30, 2026"
Remaining performance obligations are the work a company still needs to complete for its customers, like finishing a service or delivering a product. It’s important because it shows how much future income the company has coming in from current agreements, giving a clearer picture of its ongoing business.
Indefinite-lived intangible assets financial
"Wireless licenses are considered indefinite-lived intangible assets"
Indefinite-lived intangible assets are non-physical items such as brand names, trademarks, or perpetual rights that a company expects to keep indefinitely and therefore does not amortize over time. They matter to investors because their value stays on the balance sheet until shown to be impaired, so sudden write-downs can sharply reduce reported earnings and book value; think of them like a family recipe that retains value until someone proves it no longer sells.
Anti-Windfall Payments regulatory
"made Anti-Windfall Payments to the U.S. Treasury Department"
Contingent liability financial
"recorded as escrow deposits and a contingent liability on the Company’s Consolidated Balance Sheets"
A contingent liability is a potential financial obligation that may or may not happen, depending on the outcome of a future event. It’s like a promise to pay if certain circumstances occur, such as if a court rules against a company or a loan guarantee is called upon. For investors, understanding these liabilities helps gauge possible risks that could affect a company's financial health.
Earnings Snapshot
Spectrum revenue: $1,958,000
Three months ended June 30, 2026
Spectrum revenue
$1,958,000
up from $1,418,000 in the prior-year quarter
Net income
$240,000
down from $25,180,000 in the prior-year quarter
Operating cash flow
$2,045,000
improved from net cash used of $3,140,000 in the prior-year quarter
Cash and cash equivalents
$116,010,000
increased from $98,533,000 at March 31, 2026
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FAQ
How did Anterix (ATEX) perform financially in the quarter ended June 30, 2026?
Anterix reported net income of $0.24 million on spectrum revenue of $1.96 million. Results were much lower than the prior year, when net income was $25.18 million, primarily because non‑cash gains on spectrum exchanges were smaller.
What is the current cash position and liquidity profile of Anterix (ATEX)?
Anterix ended the quarter with $116.0 million in cash and cash equivalents and $119.9 million including escrow deposits. Net cash from operations was $2.05 million, and the company believes existing cash plus contracted proceeds will cover obligations for at least 12 months.
How large are Anterix’s (ATEX) deferred revenue and remaining performance obligations?
Deferred revenue and related contract liabilities totaled $174.9 million, of which $14.3 million is current. Revenue allocated to remaining performance obligations was $197.8 million, to be recognized over contract terms up to 30 years and upon license deliveries.
What spectrum sale and lease agreements are driving Anterix (ATEX) revenue?
Key lease agreements include Ameren, Evergy, Xcel Energy and TECO with total considerations of $47.7M, $30.2M, $80.0M and $34.5M. Recent sale agreements with CPS, TNMP, NWE and Benton PUD total $24.7 million, recognized as licenses are delivered.
How is Anterix (ATEX) investing in its 900 MHz spectrum portfolio?
Anterix spent $6.70 million during the quarter on purchases, retuning and swaps of wireless licenses and recorded $13.5 million of new broadband licenses via exchanges. Intangible assets were $310.3 million, excluding $13.0 million classified as held for sale.
Does Anterix (ATEX) have an active share repurchase program and how much remains?
Anterix has a $250.0 million share repurchase program authorized through September 21, 2026. There were no repurchases during the quarter, and $226.7 million of capacity remained available as of June 30, 2026.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-Q
______________________
(Mark One)
For the quarterly period ended June 30, 2026
OR
For the transition period from __________ to __________
Commission File Number: 001-36827
______________________
(Exact name of registrant as specified in its charter)
______________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (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(s) | Name of each exchange on which registered | ||||||
The (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 | ||||||||
| x | Smaller reporting company | ||||||||||
| 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. 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 August 6, 2026, 19,609,786 shares of the registrant’s common stock were outstanding.
Table of Contents
Anterix Inc.
FORM 10-Q
For the quarterly period ended June 30, 2026
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION | ||||||||
Item 1. | Consolidated Financial Statements | 5 | ||||||
Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and March 31, 2026 | 5 | |||||||
Unaudited Consolidated Statements of Operations for the three months ended June 30, 2026 and 2025 | 6 | |||||||
Unaudited Consolidated Statements of Stockholders’ Equity for the three months ended June 30, 2026 and 2025 | 7 | |||||||
Unaudited Consolidated Statements of Cash Flows for the three months ended June 30, 2026 and 2025 | 8 | |||||||
Notes to Unaudited Consolidated Financial Statements | 10 | |||||||
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 | 26 | ||||||
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 | 28 | ||||||
Item 6. | Exhibits | 30 | ||||||
SIGNATURES | 31 | |||||||
Table of Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) includes statements of our expectations, intentions, plans, projections, guidance and beliefs that constitute “forward-looking statements.” These forward-looking statements are principally, but not solely, contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements include, but are not limited to, statements about our strategies, plans, objectives, expectations, projections, guidance, intentions, expenditures and assumptions and other statements contained herein that are not historical facts. Our forward-looking statements are generally, but not always, accompanied by words such as, but not limited to, “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “ongoing,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” and similar expressions or phrases, or the negative of those expressions or phrases, or other words that convey the uncertainty of future events or outcomes, which are intended to identify forward-looking statements, although not all forward-looking statements contain these words. We have based these forward-looking statements on our current expectations, guidance and projections and related assumptions about future events and financial trends. While our management considers these expectations, guidance, projections and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. There can be no assurance that actual developments will be as we anticipate. Actual results may differ materially from those expressed or implied in these statements as a result of significant risks and uncertainties, including, but not limited to:
•our ability to successfully commercialize our spectrum assets to our targeted utility and critical infrastructure customers on a timely basis, and on commercially favorable terms, including our ability to monetize our spectrum on financial terms consistent with our business plan and assumptions;
•our ability to satisfy our obligations, including the delivery of cleared spectrum and broadband licenses, and the other contingencies required by our commercial agreements with our customers on a timely basis and on commercially reasonable terms;
•our ability to develop, market and sell and deliver new products and services offerings, in addition to our spectrum assets, to our targeted and critical infrastructure customers;
•our ability to successfully compete against third parties who offer spectrum and communication technologies, products and solutions to our targeted customers;
•our ability to successfully manage our business in light of macroeconomic pressures, including but not limited to inflation, regulatory and policy changes, and geopolitical matters;
•our ability to correctly estimate our cash receipts, revenues and operating expenses and our future financial needs;
•our ability to achieve our operating and financial projections and guidance;
•our ability to support our future operations and business plans and return capital to our stockholders through our share repurchase program with our existing cash resources and the proceeds we generate from our commercial operations without raising additional capital through the issuance of stock or debt securities;
•our ability to qualify for and obtain broadband licenses in a timely manner or at all from The Federal Communications Commission’s (the “FCC”) in accordance with the requirements of the Report and Order approved by the FCC on May 13, 2020 (the “2020 Report and Order”) and the Report and Order approved by the FCC on February 18, 2026 (the “2026 Report and Order”, collectively, the “Report and Order”);
•our ability to retune, protect, cancel or acquire Covered Incumbent narrowband channels, including Complex Systems, in a timely manner and on commercially reasonable terms, or at all;
•our expectations with respect to our efforts to encourage federal and state agencies and commissions supporting the deployment of broadband networks and services by our targeted customers;
•our ability to maintain any narrowband and broadband licenses that we own, acquire and/or obtain;
•our ability to respond to changes in government regulations or actions and the impact of such changes on our business prospects, liquidity and results of operations, including any changes by the FCC to the Report and Order or to the FCC rules and regulations governing the 900 MHz band;
•the expected timing, the amount of repurchases and the related impact to our common stock relating to our share repurchase program;
•our expectations regarding our ability to maintain an effective system of internal controls; and
•our statements regarding the factors that may impact our financial results and stock price.
3
Table of Contents
The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Many of these risks, uncertainties and other factors are beyond our ability to control, influence, or predict. The most significant of these risks, uncertainties and other factors are described in “Item 1A—Risk Factors” in Part II of this Quarterly Report and in our Annual Report (the “2026 Annual Report”) on Form 10-K for the year ended March 31, 2026, filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 25, 2026. As a result, investors are urged not to place undue reliance on any forward-looking statements. These forward-looking statements reflect our views and assumptions only as of the date such forward-looking statements were made. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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PART I. FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements
Anterix Inc.
Consolidated Balance Sheets
(Unaudited, in thousands, except share and per share data)
| June 30, 2026 | March 31, 2026 | ||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Spectrum receivable | |||||||||||
| Broadband licenses held for sale | |||||||||||
| Escrow deposits | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Right of use assets, net | |||||||||||
| Intangible assets | |||||||||||
| Deferred broadband costs | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable and other accrued expenses | $ | $ | |||||||||
| Accrued severance and other related charges | |||||||||||
| Operating lease liabilities | |||||||||||
| Contingent liability | |||||||||||
| Deferred revenue | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Contingent liability | |||||||||||
| Deferred revenue | |||||||||||
| Deferred gain on sale of intangible assets | |||||||||||
| Deferred income tax | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (See Note 12) | |||||||||||
| Stockholders’ equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
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Anterix Inc.
Consolidated Statements of Operations
(Unaudited, in thousands, except share and per share data)
| Three months ended June 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Spectrum revenue | $ | $ | |||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||||||||||||||
| Sales and support | |||||||||||||||||||||||||||||||||||
| Product development | |||||||||||||||||||||||||||||||||||
| Severance and other related charges | |||||||||||||||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| Gain on exchange of intangible assets, net | ( | ( | |||||||||||||||||||||||||||||||||
| Gain on sale of intangible assets, net | ( | ||||||||||||||||||||||||||||||||||
| Loss from disposal of long-lived assets, net | |||||||||||||||||||||||||||||||||||
(Loss) income from operations | ( | ||||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Other income | |||||||||||||||||||||||||||||||||||
Income before income taxes | |||||||||||||||||||||||||||||||||||
Income tax expense (benefit) | ( | ||||||||||||||||||||||||||||||||||
Net income | $ | $ | |||||||||||||||||||||||||||||||||
Net income per common share basic | $ | $ | |||||||||||||||||||||||||||||||||
Net income per common share diluted | $ | $ | |||||||||||||||||||||||||||||||||
| Weighted-average common shares used to compute basic net income per share | |||||||||||||||||||||||||||||||||||
Weighted-average common shares used to compute diluted net income per share | |||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
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Anterix Inc.
Consolidated Statements of Stockholders’ Equity
(Unaudited, in thousands)
| Number of Shares | |||||||||||||||||||||||||||||
| Common stock | Common stock | Additional paid-in capital | Accumulated deficit | Total | |||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Stock compensation expense | — | — | — | ||||||||||||||||||||||||||
| Restricted shares issued | — | — | — | — | |||||||||||||||||||||||||
| Stock option exercises | — | — | |||||||||||||||||||||||||||
| Shares withheld for taxes | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
Balance at June 30, 2026 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
| Stock compensation expense | — | — | — | ||||||||||||||||||||||||||
| Restricted shares issued | — | — | — | — | |||||||||||||||||||||||||
| Shares withheld for taxes | ( | — | ( | — | ( | ||||||||||||||||||||||||
| Net income | — | — | — | ||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
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Anterix Inc.
Consolidated Statements of Cash Flows
(Unaudited, in thousands)
| Three months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock compensation expense | |||||||||||
| Deferred income taxes | ( | ||||||||||
| Right of use assets | |||||||||||
| Gain on exchange of intangible assets, net | ( | ( | |||||||||
| Gain on sale of intangible assets, net | ( | ||||||||||
| Loss from disposal of long-lived assets, net | |||||||||||
| Changes in operating assets and liabilities | |||||||||||
| Non-trade receivable | |||||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable and other accrued expenses | ( | ( | |||||||||
| Accrued severance and other related charges | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Contingent liability | |||||||||||
| Deferred revenue | |||||||||||
| Other liabilities | ( | ||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Purchases of intangible assets and other related costs | ( | ( | |||||||||
| Proceeds from sale of spectrum | |||||||||||
| Purchases of equipment | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from stock option exercises | |||||||||||
| Payments of withholding tax on net issuance of restricted stock | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Net change in cash and cash equivalents and restricted cash | ( | ||||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | |||||||||||
| Cash and cash equivalents and restricted cash at beginning of the period | |||||||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | $ | |||||||||
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| Three months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | |||||||||||
| Cash paid during the period: | |||||||||||
| Taxes paid, including excise tax | $ | $ | |||||||||
| Operating leases paid | $ | $ | |||||||||
| Non-cash investing activity: | |||||||||||
| Capitalized change in estimated asset retirement obligations | $ | $ | ( | ||||||||
| Derecognition of contingent liability related to sale of intangible assets | $ | $ | |||||||||
| Right of use assets new leases | $ | $ | |||||||||
| Right of use assets modifications and renewals | $ | ( | $ | ||||||||
| 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: | |||||||||||
| June 30, 2026 | March 31, 2026 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Escrow deposits | |||||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | |||||||||
| June 30, 2025 | March 31, 2025 | ||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Escrow deposits | |||||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
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Anterix Inc.
Notes to Consolidated Financial Statements
(Unaudited)
1. Nature of Operations and Basis of Presentation
Anterix Inc. (the “Company”) is the nation’s largest holder of licensed 900 MHz spectrum (896-901/935-940 MHz) with coverage spanning the contiguous United States, Hawaii, Alaska, and Puerto Rico. The Company’s mission is to transform critical infrastructure connectivity, commercialize its spectrum assets and deliver advanced intelligent infrastructure solutions, including private broadband networks, tower access, and turnkey connectivity management, to utility and critical infrastructure enterprises seeking to enhance operational efficiency, strengthen grid resilience, and accelerate digital transformation.
During fiscal 2026, the Company evolved its business strategy. Building on its foundational 900 MHz spectrum position, the Company transitioned from a model focused predominantly on long-term spectrum leasing to a broader operating model. In the ordinary course of business, the Company now secures and expands its spectrum position, clears and retunes spectrum, monetizes spectrum through both sales and long-term leases, and develops a growing portfolio of products and services offerings around its spectrum that are designed to generate recurring revenue. Together, these activities form the foundation of how the Company generates revenue today and how it expects to generate revenue over time.
Basis of Presentation and Use of Estimates
The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Pursuant to the rules and regulations of the SEC, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the SEC on June 25, 2026 (the “2026 Annual Report”). In the Company’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. The Company believes that the disclosures made in the unaudited consolidated interim financial statements are adequate to make the information not misleading. The results of operations for the interim periods presented are not necessarily indicative of the results for the year. The Company is also required to make certain estimates and assumptions that affect the reported amounts. These estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the applicable period. Accordingly, actual results could materially differ from those estimates.
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Business Developments
On April 16, 2026, the Company entered into a 10 MHz 900 MHz spectrum license sale agreement with Public Utility District No. 1 of Benton County (“Benton PUD”) to provide 900 MHz Broadband Spectrum in the 10 MHz broadband configuration, covering Benton County, Washington, (the “Benton Agreement”) for a total consideration of $0.8 million. This will enable Benton PUD to deploy a private wireless broadband network that will provide the taxpayer-owned utility and the community it serves with transformative communications capabilities to support its energy leadership, cooperation, and stewardship.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures and subsequently amended with ASU 2025-01, which was issued in January 2025. This update requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. This update is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively or retroactively. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.
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In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update improves the navigability and applicability of the required interim disclosures. This update provides additional guidance on what disclosures should be provided in interim reporting periods and requires public business entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This update is effective for interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively or retroactively. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments in this ASU include technical corrections and other amendments intended to clarify and improve the Accounting Standards Codification across various topics. The amendments related to Accounting Standards Codification, Earnings per Share (“ASC 260”) are required to be applied retrospectively, while all other amendments may be applied either prospectively or retrospectively. This update is effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted and should be applied either prospectively or retroactively. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.
2. Revenue
The following table provides information regarding the Company’s revenue for each of the services it provides pursuant to its spectrum revenue agreements for the three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Spectrum revenue | |||||||||||||||||||||||
| 900 MHz Broadband Spectrum Lease Revenue | |||||||||||||||||||||||
| Ameren Corporation (“Ameren”) | $ | $ | |||||||||||||||||||||
| Evergy Services, Inc. (“Evergy”) | |||||||||||||||||||||||
| Xcel Energy Services Inc. (“Xcel Energy”) | |||||||||||||||||||||||
Tampa Electric Company (“TECO”) (1) | |||||||||||||||||||||||
| Total spectrum revenue | $ | $ | |||||||||||||||||||||
1.The Company commenced revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum and the associated broadband licenses to TECO during the three months ended June 30, 2025.
900 MHz Broadband Spectrum Lease Agreements
The following table provides information regarding the Company’s spectrum lease agreements (as defined in the table below and collectively referred to as the “Spectrum Lease Agreements”) as of June 30, 2026:
Spectrum Lease Agreements (1) | Agreement Date | Initial Term | Renewal Options | Total Consideration (2) | Payments Received | Payments Remaining | ||||||||||||||
| Ameren | December 2020 | $ | $ | $ | ||||||||||||||||
| Evergy | September 2021 | $ | $ | $ | ||||||||||||||||
| Xcel Energy | October 2022 | $ | $ | $ | ||||||||||||||||
| TECO | November 2023 | $ | $ | $ | ||||||||||||||||
1.The Spectrum Lease Agreements are subject to customary provisions regarding remedies for non-delivery, including termination rights and refund of amounts paid, if the Company fails to perform its other contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Agreements.
2.In accordance with ASC 606, the payments of prepaid fees under the spectrum lease agreements will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets. Revenue is recognized over
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time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband leases are delivered by the respective county, over the contractual term.
3.The remaining payments of $2.5 million, excluding potential penalties, for the 30 -year initial term are due in the second half of 2026, per the terms of the Ameren Agreements and as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.
4.The remaining payments of $4.0 million, excluding potential penalties, for the 20 -year initial term are due by mid-2028, per the terms of the Xcel Energy Agreement and as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.
900 MHz Broadband Spectrum Sale Agreements
The following table provides information regarding the Company’s spectrum sale agreements (as defined in the table below and collectively referred to as the “Spectrum Sale Agreements”) as of June 30, 2026:
Spectrum Sale Agreements (1) | Agreement Date | Total Consideration (2) | Payments Received | Payments remaining | Broadband license(s) delivered | Broadband license(s) remaining | ||||||||||||||
| CPS Energy (“CPS”) | January 2026 | $ | $ | $ | ||||||||||||||||
| Texas-New Mexico Power Company (“TNMP”) | March 2026 | $ | $ | $ | ||||||||||||||||
| NorthWestern Energy (“NWE”) | March 2026 | $ | $ | $ | ||||||||||||||||
| Benton County (“Benton PUD”) | April 2026 | $ | $ | $ | ||||||||||||||||
1.The Spectrum Sale Agreements are subject to customary provisions regarding remedies for non-delivery, including termination rights and refund of amounts paid, if the Company fails to perform its other contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Agreements.
2.In accordance with ASC 606, the payments of prepaid fees under the spectrum sale agreements will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets. Revenue will be recognized for each county once we deliver the cleared 900 MHz Broadband Spectrum and the associated broadband licenses.
Capitalized Contract Costs
The Company capitalizes incremental costs associated with obtaining a spectrum agreement with a customer, which generally include sales commissions, when it expects the benefit of those costs to extend beyond one year. The Company determined that certain sales commissions met the criteria for capitalization upon its adoption of Accounting Standards Codification, Revenue from Contracts with Customers (“ASC 606”). Capitalized incremental costs are amortized over the contractual term beginning on the first delivery of a broadband lease. The Company's capitalized contract costs consisted of the following activity during the three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Balance at the beginning of the period | $ | $ | |||||||||||||||||||||
| Additions | |||||||||||||||||||||||
| Amortization | ( | ( | |||||||||||||||||||||
| Balance at the beginning of the end | |||||||||||||||||||||||
Less amount classified as current assets (1) | ( | ( | |||||||||||||||||||||
Noncurrent assets (1) | $ | $ | |||||||||||||||||||||
1.Current assets are recorded as prepaid expenses and other current assets and noncurrent assets are recorded as other assets on the Company’s Consolidated Balance Sheets.
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Contract Liabilities
Contract liabilities primarily relate to advanced consideration received from customers in connection with spectrum revenue agreements, for which revenue is recognized over the term of each delivered broadband lease or upon delivery of a broadband license associated with a sale agreement. The Company’s contract liabilities consisted of the following activity during the three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Balance at the beginning of the period | $ | $ | |||||||||||||||||||||
Net additions (1) | |||||||||||||||||||||||
| Revenue recognized | ( | ( | |||||||||||||||||||||
| Balance at the end of the period | |||||||||||||||||||||||
Less amount classified as current liabilities (2) | ( | ( | |||||||||||||||||||||
Noncurrent liabilities (2) | $ | $ | |||||||||||||||||||||
1.Represents milestone payments received from customer contracts pursuant to the terms of the associated spectrum revenue agreements, net of delivery delay adjustments.
2.Current liabilities and noncurrent liabilities are recorded as deferred revenue on the Company’s Consolidated Balance Sheets.
Remaining Performance Obligations
Revenue allocated to remaining performance obligations of the Company’s contracts represents contracted revenue that will be recognized in future periods. Total performance obligations include deferred revenue (i.e., contract liabilities) as well as amounts that will be invoiced and recognized in future periods. Revenue allocated to remaining performance obligations was $197.8 million as of June 30, 2026, which will be recognized over the remaining contract terms up to 30 years for lease agreements and upon delivery of a broadband license associated with a sale agreement.
3. Segment Reporting
The Company operates as a single operating and reportable segment. The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer, who manages the business on a consolidated basis. All of the Company’s identifiable assets are located in the United States. The Company did not generate any revenue from sources outside of the United States. Accounting Standards Codification, Segment Reporting (“ASC 280”) defines operating segments as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM in deciding how to allocate resources and assess performance.
The table below summarizes significant segment expenses and other items, which represent the difference between segment revenue and segment net income during three months ended June 30, 2026 and 2025 (in thousands):
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| Three months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Spectrum revenue | $ | $ | |||||||||
| Significant segment expenses and other segment items | |||||||||||
Adjusted general and administrative (1) | |||||||||||
Adjusted sales and support (2) | |||||||||||
Adjusted product development (3) | |||||||||||
| Depreciation and amortization | |||||||||||
| Gain on exchange of intangible assets, net | ( | ( | |||||||||
| Gain on sale of intangible assets, net | ( | ||||||||||
| Interest income | |||||||||||
| Other income | |||||||||||
| Income tax expense (benefit) | ( | ||||||||||
Other segment items (4) | |||||||||||
| Net income | $ | $ | |||||||||
1.Adjusted general and administrative includes expenses related to certain corporate functions, such as, executive, legal, finance, information technology, human resources and others, public company costs, bonus expense for all employees, insurance costs and other costs.
2.Adjusted sales and support includes expenses related to sales and marketing functions.
3.Adjusted product development includes expenses related to technology and product development functions.
4.Other segment items include items not deemed significant or regularly provided to the CODM, such as severance and other related charges, stock compensation and loss from disposal of long-lived assets.
4. Escrow Deposits
Escrow deposits are considered restricted cash as the deposits are restricted from use until the terms of the escrow agreement are met. Restricted cash is recorded as escrow deposits and a contingent liability on the Company’s Consolidated Balance Sheets. A reduction in the contingent liability and escrow deposits will be recognized for each county as the Company delivers the cleared 900 MHz Broadband Spectrum and the associated broadband licenses. Escrow deposits classified as current assets on the Company’s Consolidated Balance Sheets are related to the portion of the obligations of the escrow agreement that are expected to be met within a twelve-month period beginning June 30, 2026. Obligations not expected to be completed within this twelve-month period are classified as non-current assets.
In connection with the Lower Colorado River Authority Agreement in April 2023 (the “LCRA Agreement”), the Company and Lower Colorado River Authority (“LCRA”) entered into an escrow agreement. Pursuant to the escrow agreement, the escrow funds deposited from LCRA payments to the Company shall be held and invested in a money market deposit account. All interest and other income earned shall be allocated to the Company, payable with the final distribution of the escrow funds. The escrow funds shall be distributed upon written request by both the Company and LCRA pursuant to the terms within the original LCRA Agreement. In December 2023, the Company received $15.0 million, of which $7.5 million was deposited in an escrow account. As of June 30, 2026, the Company has classified $0.4 million as short-term escrow deposits, respectively, on the Consolidated Balance Sheets, inclusive of accrued interest and escrow releases for delivered 900 MHz Broadband Spectrum and the associated broadband licenses.
In June 2025, the Company entered into an agreement with an incumbent to retune and acquire wireless licenses for approximately $28.0 million. In connection with this agreement, the Company entered into an escrow agreement. Pursuant to the escrow agreement, the escrow funds deposited from the Company payments due to the incumbent shall be held and invested in a money market deposit account. All interest and other income earned shall be allocated to the incumbent, payable with the final distribution of the escrow funds. The escrow funds shall be distributed upon written request by both the Company and the incumbent pursuant to the terms within the escrow agreement. Once the escrow funds are distributed to the incumbent, the payments are recorded as spectrum receivable on the Company’s Consolidated Balance Sheets. As of June 30, 2026, the Company has deposited $18.3 million into the escrow account. As of June 30, 2026, the Company has classified $3.5 million as short-term escrow deposits on the
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Consolidated Balance Sheets, inclusive of accrued interest and escrow releases to the incumbent, which are subsequently recorded as spectrum receivable on the Company’s Consolidated Balance Sheets.
5. Intangible Assets
Wireless licenses are considered indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization but instead are tested for impairment annually, or more frequently if an event indicates that the asset might be impaired. There were no
Intangible assets consist of the following activity for the three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Balance at the beginning of period | $ | $ | |||||||||
| Acquisitions | |||||||||||
| Sale of intangible assets | ( | ||||||||||
| Exchanges - licenses received | |||||||||||
| Exchanges - licenses surrendered | ( | ( | |||||||||
| Balance at the end of period | |||||||||||
| Less: licenses classified as held for sale | ( | ||||||||||
| Intangible assets | $ | $ | |||||||||
Purchases of intangible assets and other related costs
During the three months ended June 30, 2026 and 2025, the Company entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration (“deals”) and made Anti-Windfall Payments to the U.S. Treasury Department. The initial deposits to incumbents are recorded as spectrum receivable on the Company’s Consolidated Balance Sheets and are refundable if the FCC does not approve the sale, retuning or swap of the spectrum. The initial deposits are transferred to deferred broadband costs or intangible assets on the Company’s Consolidated Balance Sheets, as applicable, upon meeting the relevant deal milestones. The final payments related to closed retuning or swap deals are recorded as deferred broadband costs on the Company’s Consolidated Balance Sheets. The final payments for license purchases or Anti-Windfall Payments are recorded as intangible assets on the Company’s Consolidated Balance Sheets.
Broadband License Exchanges
At times, the Company exchanges its narrowband licenses for broadband licenses related to spectrum agreements. Upon receipt of FCC approval, the spectrum licenses acquired as part of an exchange of nonmonetary assets are recorded at their fair value as of the exchange date (i.e., the lower of the 600 MHz auction or estimated contract price for non-contracted counties and contract price for counties associated with a signed deal). The difference between the fair value of the spectrum licenses obtained, carrying value of the spectrum licenses transferred and cash paid, if any, is recognized as a gain or loss on exchange of intangible assets reported separately on the Company’s Consolidated Statements of Operations.
During the three months ended June 30, 2026, the FCC granted the Company broadband licenses for 6 counties. The Company recorded the new broadband licenses received in the amount of $13.5 million. In connection with receiving the broadband licenses, the Company disposed of $2.9 million, related to the value ascribed to the narrowband licenses it relinquished to the FCC for the same 6 counties. The total carrying value of the narrowband licenses included the cost to acquire the original narrowband licenses, Anti-Windfall Payments paid to cover the shortfall in each county and the clearing costs (including additional clearing cost for previously exchanged narrowband licenses). As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on exchange of intangible assets of $10.7 million for the three months ended June 30, 2026.
During the three months ended June 30, 2025, the FCC granted the Company broadband licenses for 62 counties. The Company recorded the new broadband licenses received in the amount of $40.6 million. In connection with receiving the broadband licenses, the Company disposed of $6.7 million, related to the value ascribed to the narrowband licenses it relinquished to the FCC for the same 62 counties. The total carrying value of the narrowband licenses included the cost to acquire the original narrowband licenses, Anti-Windfall Payments paid to cover the shortfall in each county and the clearing costs (including additional clearing cost for previously exchanged
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narrowband licenses). As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on exchange of intangible assets of $33.9 million for the three months ended June 30, 2025.
Broadband License Sale
During the three months ended June 30, 2026, the Company did not transfer any 900 MHz Broadband Spectrum and associated broadband licenses. As a result, the Company did not recognize a reduction in intangible assets or record any gain on sale of intangible assets for the three months ended June 30, 2026.
During the three months ended June 30, 2025, the Company transferred to LCRA the 900 MHz Broadband Spectrum and the associated broadband licenses related to 24 counties for the total consideration of $2.2 million. The total consideration included a $1.1 million milestone payment received in April 2025 and $1.1 million reduction of contingent liability. As a result, the Company recognized a reduction in intangible assets of $1.2 million and recorded a $1.0 million gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.
During the three months ended June 30, 2025, the Company transferred to Oncor Electric Delivery Company LLC (“Oncor”) the 900 MHz Broadband Spectrum and the associated broadband licenses related to three counties for the total consideration of $0.3 million which was received in May 2025. As a result, the Company recognized a reduction in intangible assets of $0.3 million and recorded a $8 thousand gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.
Broadband License Held for Sale
During the three months ended June 30, 2026, the Company transferred $13.0 million of intangible assets to held for sale as the broadband license is associated with a county included in a signed sale agreement, which is expected to close within one year. During the three months ended June 30, 2025, no intangibles assets met the criteria of held for sale.
6. Accrued Severance and Other Related Charges
Total accrued severance and other related charges for the three months ended June 30, 2026 and 2025 were as follows (in thousands):
| Three months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Balance at the beginning of the period | $ | $ | |||||||||
Cash accruals (1) | |||||||||||
| Cash payments | ( | ( | |||||||||
Balance at the end of the period (2) | $ | $ | |||||||||
1.Cash accruals are related to severance from workforce reductions as well as the retention of key employees during Fiscal 2026.
2.The Company expects to make disbursements totaling $1.2
7. Related Party Transactions
Refer to the Company’s 2026 Annual Report for a more complete description of the nature of its related party transactions prior to March 31, 2026. There were no related party activity during the three months ended June 30, 2026.
8. Leases
All the leases in which the Company is the lessee are comprised of corporate office space and tower space. The Company is obligated under certain lease agreements for office space with lease terms expiring on various dates from April 30, 2028 through June 30, 2030, which includes lease extensions for its corporate offices ranging from three to ten years . The Company entered into multiple lease agreements for tower space. The lease expiration dates range from July 08, 2026 to May 31, 2033.
All of the Company’s leases are classified as operating leases. Operating lease agreements are required to be recognized on the Company’s Consolidated Balance Sheets as right of use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The
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lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
Weighted-average remaining lease term and incremental borrowing rate for the Company’s operating leases are as follows:
| Three months ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Weighted average term - operating lease liabilities | |||||||||||
| Weighted average incremental borrowing rate - operating lease liabilities | |||||||||||
The following table presents total lease cost for the three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Total operating lease cost* | $ | $ | |||||||||||||||||||||
*Total operating lease cost is included in general and administrative expenses on the Company’s Consolidated Statements of Operations.
The following table presents supplemental balance sheet information as of June 30, 2026 and March 31, 2026 (in thousands):
| June 30, 2026 | March 31, 2026 | ||||||||||
| Non-current assets - right of use assets, net | $ | $ | |||||||||
| Current liabilities - operating lease liabilities | $ | $ | |||||||||
| Non-current liabilities - operating lease liabilities | $ | $ | |||||||||
Future minimum payments under existing non-cancellable leases for office and tower spaces (exclusive of real estate tax, utilities, maintenance and other costs borne by the Company) for the remaining terms of the leases following the three months ended June 30, 2026, are as follows (in thousands):
| Fiscal Year | Operating Leases | ||||
2027 (excluding the three months ended June 30, 2026) | $ | ||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
After 2031 | |||||
| Total future minimum lease payments | |||||
| Amount representing interest | ( | ||||
| Present value of net future minimum lease payments | $ | ||||
9. Income Taxes
The Company used a discrete effective tax rate method to calculate taxes for the three months ended June 30, 2026 and 2025, which were a result of its inability to use some portion of its federal and state net operating losses (“NOLs”) carryforwards against the deferred tax liability created by the amortization of indefinite-lived intangible assets and the change in the state effective tax rate. The Company determined that applying an estimate of the annual effective tax rate would not provide a reasonable estimate as small changes in estimated “ordinary” loss could result in significant changes in the estimated annual effective tax rate. Accordingly, for the three months ended June 30, 2026, the Company recorded a total tax expense of $0.4 million. For the three months ended June 30, 2025, the Company recorded a total tax benefit of $2.3 million. The effective income tax rates for the three months ended June 30, 2026 and 2025 were 25.3 % and -21.7 %, respectively. The increase in the effective tax rate was the result of higher state effective tax rate due to taxable income related to customer milestone payments.
The Company’s NOLs generated after March 31, 2018 may be used as an indefinite-lived asset to offset its deferred tax liability but are limited to 80% of future taxable income. The deferred tax liabilities as of June 30, 2026 are
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approximately $4.3 million for federal and $2.2 million for state. The deferred tax liabilities as of March 31, 2026 were approximately $4.0 million for federal and $2.3 million for state.
10. Stockholders’ Equity
The Company established the 2023 Stock Plan (the “2023 Stock Plan”) to attract, retain and reward individuals who contribute to the achievement of the Company’s goals and objectives. This 2023 Stock Plan superseded previous stock plans. The 2023 Stock Plan permits the Company to grant equity compensation awards to employees, consultants and non-employee directors of the Company. The 2023 Stock Plan authorizes 1,350,000 shares of common stock of the Company (the “Shares”) for grant, plus remaining available for issuance under previous plans. As of June 30, 2026, under the 2023 Stock Plan, 279,420 Shares are available for future issuance.
During the three months ended June 30, 2026 and the year ended March 31, 2026, a total of 636,077 and 344,642 shares, respectively, were issued in connection with the vesting, conversion and or exercise of grants under the 2023 Stock Plan.
Share Repurchase Program
In September 2023, the Board authorized the 2023 Share Repurchase Program (the “2023 Share Repurchase Program”) pursuant to which the Company may repurchase up to $250.0 million of the Company’s common stock on or before September 21, 2026. The Company may repurchase shares of its 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 the Company 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, the Company’s capital position, and other strategic considerations. The 2023 Share Repurchase Program does not obligate the Company to repurchase any particular amount of its 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 three months ended June 30, 2026 and 2025, the Company did not
During the three months ended June 30, 2026 and 2025, the Company had no
As of June 30, 2026, $226.7 million is remaining under the 2023 Share Repurchase Program.
11. Net Income Per Share of Common Stock
Basic net income per common share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. For purposes of the diluted net income per share calculation, stock options, restricted stock units and awards are considered to be potentially dilutive securities. Diluted earnings per share is computed using the treasury stock method.
The following table reconciles net income and weighted-average common shares used to compute basic and diluted net income per share:
| Three months ended June 30, | |||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||
| Net income: | $ | $ | |||||||||||||||||||||
| Weighted-average common shares: | |||||||||||||||||||||||
| Basic weighted-average shares | |||||||||||||||||||||||
| Add: dilutive effect of stock options and restricted stock units | |||||||||||||||||||||||
| Diluted weighted-average common shares | |||||||||||||||||||||||
For the three months ended June 30, 2026 and 2025, there were 216,492 and 1,898,083 , respectively, stock options and restricted stock units outstanding, excluded from the calculation of diluted weighted-average shares because the effect was anti-dilutive.
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12. Contingencies and Guaranty
Contingent Liabilities
Spectrum Sale Agreements
The following table provides information regarding the Company’s spectrum sale agreements (as defined in the table below and collectively referred to as the “Spectrum Sale Agreements”) as of June 30, 2026:
Spectrum Sale Agreements (1) | Agreement Date | Total Consideration | Payments Received (2) | Payments remaining | Broadband license(s) delivered | Broadband license(s) remaining | ||||||||||||||
| San Diego Gas & Electric (“SDG&E”) Agreement | February 2021 | $ | $ | $ | ||||||||||||||||
| LCRA Agreement | April 2023 | $ | $ | $ | ||||||||||||||||
| LCRA Expansion Agreement | January 2025 | $ | $ | $ | ||||||||||||||||
1.The Spectrum Sale Agreements are subject to customary provisions regarding remedies for non-delivery, including termination rights and refund of amounts paid, if the Company fails to perform its other contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Agreements. A gain or loss on the sale of spectrum will be recognized for each county once we deliver the cleared 900 MHz Broadband Spectrum and the associated broadband licenses. See Note 5 Intangible Assets for further discussion on the sale of intangible assets.
2.The payment of prepaid fees under the spectrum sale agreements entered into in the non-ordinary course of business, will be accounted for as contingent liability on the Company’s Consolidated Balance Sheets.
3.Net of delivery delay adjustments.
4.Includes a $1.0 million credit, which was applied against the remaining balance pursuant to the LCRA Expansion Agreement in recognition of their contributions to our business efforts.
The following table summarizes the Company’s short-term and long-term contingent liabilities related to spectrum sale agreements entered into in the non-ordinary course of business based on the estimated timing of license deliveries (in thousands) as of June 30, 2026 and March 31, 2026:
| June 30, 2026 | March 31, 2026 | ||||||||||||||||||||||||||||
| Spectrum Sale Agreements | Current | Long Term | Current | Long Term | |||||||||||||||||||||||||
| SDG&E | $ | $ | $ | $ | |||||||||||||||||||||||||
| LCRA Agreement | |||||||||||||||||||||||||||||
| LCRA Expansion Agreement | |||||||||||||||||||||||||||||
Total contingent liabilities (1) | $ | $ | $ | $ | |||||||||||||||||||||||||
1.As these contracts were entered into outside the ordinary course of business, a reduction in the contingent liability and a gain or loss on the sale of spectrum will be recognized for each county once the Company delivers the 900 MHz Broadband Spectrum and the associated broadband licenses. See Note 5 Intangible Assets for further discussion on the sale of intangible assets.
Guaranties
In October 2022, the Company entered into an agreement with Xcel Energy providing Xcel Energy dedicated long-term usage of the Company’s 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 the Xcel Energy Agreement, the Company entered into a guaranty agreement, under which the Company 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, the Company is required to refund payments it has received. In addition, to the extent the Company has performed any obligations, the Company’s liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations. The Company recorded $76.0 million in deferred revenue in connection with the prepayments received as of June 30, 2026. The Company commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first
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quarter of fiscal year 2024 and will continue through 2029. As of June 30, 2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $66.5 million, reflecting a reduction in liability due to the obligations it has performed to date and revenue recognized.
In June 2025, the Company entered into an agreement to retune and acquire wireless licenses for approximately $28.0 million. In connection with this agreement, the Company entered into a guaranty agreement with the incumbent, under which the Company guaranteed the payment and performance of all obligations under the agreement to the incumbent in the event of default. In addition, to the extent the Company has performed any obligations under the agreement, the Company’s liability and remaining obligations will extend only to the remaining obligations. As of June 30, 2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $13.1 million.
Defined Contribution Plan - Employer Contributions
The Company sponsors defined contribution plans (the “Plans”) that cover our employees following the completion of an eligibility period. Under the Plans, participating employees may defer a portion of their pretax and post tax earnings up to the limits provided by local statutory requirements. The Company makes matching contributions, subject to limits of the base compensation that a participant contributes to the Plan. The Company records its portion of matching contributions within general and administrative expenses on the Company’s Consolidated Statement of Operations. The Company contributed $0.1 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively.
Litigation
13. Concentrations of Credit Risk and Significant Customers
Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with financial institutions for which credit loss is not anticipated. As of June 30, 2026 and March 31, 2026, substantially all of the Company’s cash balance exceeded the federally insured limits. For the three months ended June 30, 2026, each of the Company’s customers accounted for greater than 10 % of total revenue. For the three months ended June 30, 2025, each of the Company’s customers accounted for greater than 10 % of total revenue, except TECO.
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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 2026 Annual Report on Form 10-K for the year ended March 31, 2026, filed with the SEC on June 25, 2026. 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 nation’s largest holder of licensed 900 MHz spectrum (896-901/935-940 MHz) with coverage spanning the contiguous United States, Hawaii, Alaska, and Puerto Rico. Our mission is to transform critical infrastructure connectivity, commercialize our spectrum assets and deliver advanced intelligent infrastructure solutions, including private broadband networks, tower access, and turnkey connectivity management, to utility and critical infrastructure enterprises seeking to enhance operational efficiency, strengthen grid resilience, and accelerate digital transformation.
During fiscal 2026, we evolved our business strategy. Building on our foundational 900 MHz spectrum position, we transitioned from a model focused predominantly on long-term spectrum leasing to a broader operating model. In the ordinary course of business, we now secure and expand our spectrum position, clear and retune spectrum, monetize spectrum through both sales and long-term leases, and develop a growing portfolio of products and services offerings around our spectrum that are designed to generate recurring revenue. Together, these activities form the foundation of how we generate revenue today and how we expect to generate revenue over time.
Refer to our 2026 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 April 16, 2026, we entered into a 10 MHz 900 MHz spectrum license sale agreement with Public Utility District No. 1 of Benton County (“Benton PUD”) to provide 900 MHz Broadband Spectrum in the 10 MHz broadband configuration, covering Benton County, Washington, (the “Benton Agreement”) for a total consideration of $0.8 million. This will enable Benton PUD to deploy a private wireless broadband network that will provide the taxpayer-owned utility and the community it serves with transformative communications capabilities to support its energy leadership, cooperation, and stewardship.
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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 months ended June 30, 2026 and 2025. 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 June 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Spectrum revenue | $ | 1,958 | $ | 1,418 | |||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| General and administrative | 9,624 | 10,449 | |||||||||||||||||||||||||||||||||
| Sales and support | 1,911 | 1,493 | |||||||||||||||||||||||||||||||||
| Product development | 1,220 | 1,120 | |||||||||||||||||||||||||||||||||
| Severance and other related charges | — | 620 | |||||||||||||||||||||||||||||||||
| Depreciation and amortization | 101 | 124 | |||||||||||||||||||||||||||||||||
| Operating expenses | 12,856 | 13,806 | |||||||||||||||||||||||||||||||||
| Gain on exchange of intangible assets, net | (10,653) | (33,916) | |||||||||||||||||||||||||||||||||
| Gain on sale of intangible assets, net | — | (961) | |||||||||||||||||||||||||||||||||
| Loss from disposal of long-lived assets, net | 1 | 8 | |||||||||||||||||||||||||||||||||
(Loss) income from operations | (246) | 22,481 | |||||||||||||||||||||||||||||||||
| Interest income | 845 | 442 | |||||||||||||||||||||||||||||||||
| Other income | 15 | — | |||||||||||||||||||||||||||||||||
Income before income taxes | 614 | 22,923 | |||||||||||||||||||||||||||||||||
Income tax expense (benefit) | 374 | (2,257) | |||||||||||||||||||||||||||||||||
Net income | $ | 240 | $ | 25,180 | |||||||||||||||||||||||||||||||
Summary
Our net income for the three months ended June 30, 2026 decreased by approximately $24.9 million to $0.2 million from a net income of $25.2 million for the three months ended June 30, 2025. The decrease in net income was primarily due to the following:
•General and administrative expenses decreased by $0.8 million, or -8%, to $9.6 million for the three months ended June 30, 2026 from $10.4 million for the three months ended June 30, 2025. The decrease primarily resulted from $0.6 million lower stock compensation expense and $0.3 million headcount related costs, partially offset by $0.1 million higher travel and entertainment expense.
•Sales and support expense increased by $0.4 million, or 28%, to $1.9 million for the three months ended June 30, 2026 from $1.5 million for the three months ended June 30, 2025. The increase primarily resulted from $0.2 million higher headcount related costs, $0.2 million stock compensation expense and $0.1 million marketing expense, partially offset by $0.1 million lower contract consulting fees.
•Severance and other related charges decreased by $0.6 million, or -100%, to zero for the three months ended June 30, 2026 from $0.6 million for the three months ended June 30, 2025. During the three months ended June 30, 2026, we had no reduction in workforce or other related expenses. During the three months ended June 30, 2025, we recorded $0.6 million related to the retention of key employees and other related costs as a result of the reduction in workforce during Fiscal 2025.
•Gain on exchange of intangible assets, net decreased by $23.3 million, or -69%, to $10.7 million for the three months ended June 30, 2026 from $33.9 million for the three months ended June 30, 2025. During the three months ended June 30, 2026, we exchanged our narrowband licenses for broadband licenses in 6 counties. In connection with the exchange, we recorded $13.5 million for the new broadband licenses and disposed of $2.9 million related to the value ascribed to the narrowband licenses we relinquished to The Federal Communications Commission’s (the “FCC”) for those same 6 counties. As a result, we recorded a $10.7 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations. During the three months ended June 30, 2025, we exchanged our narrowband licenses for broadband licenses in 62 counties. In connection with
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the exchange, we recorded $40.6 million for the new broadband licenses and disposed of $6.7 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 62 counties. As a result, we recorded a $33.9 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations.
•Gain on sale of intangible assets, net decreased by $1.0 million, or 100%, to zero for the three months ended June 30, 2026 from $1.0 million for the three months ended June 30, 2025. During the three months ended June 30, 2026, we did not transfer any broadband licenses. During the three months ended June 30, 2025, we transferred to Lower Colorado River Authority (“LCRA”) and Oncor Electric Delivery Company LLC (“Oncor”) 24 and three broadband licenses, respectively, and recorded a $1.0 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.
•Interest income increased by $0.4 million, or 91%, to $0.8 million for the three months ended June 30, 2026 from $0.4 million for the three months ended June 30, 2025. The increase primarily attributable to a higher average cash balance during the period.
•Income tax expense increased by $2.6 million, or 117%, to $0.4 million for the three months ended June 30, 2026 from income tax benefit of $2.3 million for the three months ended June 30, 2025. The increase primarily resulted from higher provisions of $0.2 million for federal and $2.4 million for state driven by 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 June 30, 2026, we had cash and cash equivalents of $116.0 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 Quarterly 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 II of this Quarterly 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
| Three months ended June 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| (Unaudited) | (Unaudited) | ||||||||||
| Net cash provided by (used in) operating activities | $ | 2,045 | $ | (3,140) | |||||||
| Net cash used in investing activities | $ | (6,739) | $ | (2,665) | |||||||
| Net cash provided by (used in) financing activities | $ | 19,951 | $ | (642) | |||||||
Net cash provided by (used in) operating activities
Our principal source of cash provided by operating activities is our customer contract proceeds in the form of advanced, milestone or closing payments. For spectrum lease agreements and spectrum sale agreements entered into in the ordinary
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course of business, we record these advanced payments as deferred revenue on our Consolidated Balance Sheets and recognize revenue over the contractual term of up to 30 years for lease agreements or upon delivery of a broadband license associated with a sale agreement. For spectrum sale agreements entered into in the non-ordinary course of business, we recorded advanced payments as a contingent liability on our Consolidated Balance Sheets and will 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 our exchange of narrowband licenses for broadband licenses. We expect net cash provided by (used in) 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 provided by (used in) operating activities for the three months ended June 30, 2026 and 2025.
Net cash provided by operating activities was approximately $2.0 million for the three months ended June 30, 2026. The net cash provided by operating activities for the three months ended June 30, 2026 was primarily due to the following:
•$0.2 million of net income, which includes $6.8 million of non-cash items primarily driven by the gain on exchange of intangible assets of $10.7 million. Refer to the Results of Operations;
•$1.1 million increase in prepaid expenses and other assets primarily attributable to employee receivables related to stock option exercises;
•$2.5 million decrease in accounts payable and other accrued expenses primarily due to annual bonus payments;
•$1.2 million decrease in accrued severance and other related costs due to cash payments; and
•$13.7 million increase in deferred revenue due to $13.8 million cash proceeds from Ameren Corporation, $1.6 million cash proceeds from Texas-New Mexico Power Company (“TNMP”), $0.2 million cash proceeds from Benton County (“Benton PUD”) and $0.1 million cash proceeds from NorthWestern Energy (“NWE”) related to our 900 MHz Broadband Spectrum contracts partially offset by $2.0 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum.
Net cash used in operating activities was approximately $3.1 million for the three months ended June 30, 2025. The net cash used in operating activities for the three months ended June 30, 2025 was primarily due to the following:
•$25.2 million of net income, which includes $33.5 million of non-cash items primarily driven by the gain on exchange of intangible assets of $33.9 million. Refer to the Results of Operations;
•$2.9 million increase in non-trade receivables related to reimbursable clearing costs and Anti-Windfall Payments received from Oncor;
•$2.6 million decrease in accounts payable and other accrued expenses primarily due to annual bonus payments;
•$3.5 million increase in deferred revenue due to $4.9 million cash proceeds from Tampa Electric Company (“TECO”) related to our 900 MHz Broadband Spectrum contract partially offset by $1.4 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and
•$1.1 million increase in contingent liability related to the Oncor Agreement.
Net cash used in 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 for closed sale agreements entered into in the non-ordinary course of business are reflected as investing activities in the Consolidated Statements of Cash Flows. We expect net cash provided by (used in) 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 used in investing activities for the three months ended June 30, 2026 and 2025.
Net cash used in investing activities was $6.7 million and $2.7 million for the three months ended June 30, 2026 and 2025, respectively. For the three months ended June 30, 2026, net cash used in investing activities was primarily from $6.7 million payments made to acquire, swap or retune wireless licenses in markets across the United States. For the three months ended June 30, 2025, net cash used in investing activities was from $4.0 million payments made to acquire, swap or retune wireless licenses in markets across the United States, partially offset by $1.3 million related to the proceeds from sale of spectrum.
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Net cash provided by (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 provided by (used in) financing activities for the three months ended June 30, 2026 and 2025.
Net cash provided by (used in) financing activities was $20.0 million and $0.6 million for the three months ended June 30, 2026 and 2025, respectively. For the three months ended June 30, 2026, net cash provided by financing activities was primarily from the proceeds from stock option exercises of $20.3 million, partially offset by the payments of withholding tax on net issuance of restricted stock of $0.3 million. For the three months ended June 30, 2025, net cash used in financing activities was primarily from the payments of withholding tax on net issuance of restricted stock of $0.6 million.
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 Specialized Mobile Radio 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 April 30, 2028 through June 30, 2030, which includes a three to ten-year lease extension for our corporate offices. We have also entered into multiple lease agreements for tower space related to our spectrum holdings. These lease expiration dates range from July 08, 2026 to May 31, 2033. Total estimated payments for these lease agreements are approximately $4.9 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us). In addition to the lease payments and 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 June 30, 2026, our total estimated future payments for these agreements with incumbents are approximately $39.0 million.
Guaranties
In October 2022, we entered into an agreement with Xcel Energy Services Inc. (“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 $76.0 million in deferred revenue in connection with the prepayments received as of June 30, 2026. 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 June 30, 2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $66.5 million, reflecting a reduction in liability due to the obligations performed to date and revenue recognized.
In June 2025, we entered into an agreement to retune and acquire wireless licenses for approximately $28.0 million. In connection with this agreement, we entered into a guaranty agreement with the incumbent, under which we guaranteed the payment and performance of all obligations under the agreement to the incumbent in the event of default. In addition, to the extent we have performed any obligations under the agreement, our liability and remaining obligations will extend only to the remaining obligations. As of June 30, 2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $13.1 million.
Share Repurchase Program
In September 2023, our Board authorized the 2023 Share Repurchase Program (the “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
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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 three months ended June 30, 2026 and 2025, we did not incur any excise tax expense.
During the three months ended June 30, 2026 and 2025, we had no share repurchase activity.
As of June 30, 2026, $226.7 million is remaining under the 2023 Share Repurchase Program.
Off-balance sheet arrangements
As of June 30, 2026 and March 31, 2026, we did not have and do not have any relationships with unconsolidated entities or financial partnerships that were established for the purpose of facilitating off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
Our financial instruments consist of cash, cash equivalents, non-trade accounts receivable and accounts payable. We consider investments in highly liquid instruments purchased with original maturities of 90 days or less to be cash equivalents. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates. However, because of the short-term nature of the highly liquid instruments in our portfolio, a 10% change in market interest rates would not be expected to have a material impact on our financial condition and/or results of operations.
Foreign Currency Exchange Rate Fluctuations
Our operations are based in the United States and, accordingly, all of our transactions are denominated in U.S. dollars. We are currently not exposed to market risk from changes in foreign currency.
Inflation Risk
Inflationary factors may adversely affect our operating results. As a result of recent increases in inflation, certain of our operating expenses have increased. Additionally, although difficult to quantify, we believe that the current macroeconomic environment, including inflation, could have an adverse effect on our target customers’ businesses, which may harm our commercialization efforts and negatively impact our revenues. Continued periods of high inflation could have a material adverse effect on our business, operating results and financial condition if we are not able to control our operating costs or if our commercialization efforts are slowed or negatively impacted, continued periods of high inflation could have a material adverse effect on our business, operating results and financial condition.
We continue to monitor our market risk exposure, including any adverse impacts related to public health emergencies or the current macroeconomic environment, which has resulted in significant market volatility.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our President and Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of such period.
Changes in Internal Control over Financial Reporting
In connection with the evaluation required by Exchange Act Rule 13a-15(d), our management, including our President and Chief Executive Officer and our Chief Financial Officer, concluded that no changes in our internal control over financial reporting occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Inherent Limitations on Effectiveness of Controls
Our management, including our President and Chief Executive Officer and our Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints and that the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
We are not involved in any material legal proceedings.
Item 1A. Risk Factors.
In evaluating us and our common stock, we urge you to carefully consider the risks and other information in this Quarterly Report as well as the risk factors disclosed in our 2026 Annual Report. There have been no material changes from the risk factors as previously disclosed in our 2026 Annual Report. Any of the risks discussed in this Quarterly Report, if any, and in our 2026 Annual Report, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations or financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information with respect to purchases of our common stock by the Company or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, during the three months ended June 30, 2026.
Issuer Purchases of Equity Securities (1)
(in thousands except for share and per share data)
| 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 | ||||||||||
| April 1, 2026 through April 30, 2026 | ||||||||||||||
| Open market and privately negotiated purchases | — | $ | — | — | $ | 226,672 | ||||||||
| May 1, 2026 through May 31, 2026 | ||||||||||||||
| Open market and privately negotiated purchases | — | — | — | 226,672 | ||||||||||
| June 1, 2026 through June 30, 2026 | ||||||||||||||
| Open market and privately negotiated purchases | — | — | — | 226,672 | ||||||||||
| Total | — | $ | — | — | $ | 226,672 | ||||||||
(1)In September 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 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.
(2)Average price paid per share includes cost associated with the repurchases, excluding excise taxes associated with the share repurchases.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Director and Executive Officer Trading
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During the three months ended June 30, 2026, the following executive officers adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (as defined in Item 408 of Regulation S-K):
| Name | Title of Director or Officer | Adoption Date (1) | Expiration Date (2) | Aggregate Number of Securities to be Sold or Purchased (3) | ||||||||||
1.Trading arrangements are intended to satisfy the affirmative defense in Rule 10b5-1(c). The Rule 10b5-1 Plans were adopted and precleared in accordance with the Company’s Insider Trading Policy and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in future Section 16 filings with the SEC.
2.Set to expire on termination date or on such earlier date that all transactions under the trading plan are completed.
3.The actual number of shares sold may vary from the approximate number provided, due to factors such as the vesting of certain restricted stock equity awards and the number of shares withheld by the Company to satisfy its income tax withholding obligations.
Other than as disclosed above, no other officer or director adopted , modified or terminated
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Item 6. Exhibits.
| 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. | ||||
| 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 | The following financial information from Anterix Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Changes in Stockholders Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
____________
(1)Incorporated by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-201156), filed with the SEC on December 19, 2014.
(2)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on November 5, 2015.
(3)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on August 6, 2019.
(4)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on June 27, 2017.
(5)Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-36827), filed with the SEC on May 8, 2020.
# Filed herewith.
*The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
+ Management Contract or Compensatory Plan.
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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 thereunto duly authorized.
| Anterix Inc. | |||||
Date: August 11, 2026 | /s/ Scott A. Lang | ||||
| Scott A. Lang | |||||
| President and Chief Executive Officer | |||||
| (Principal Executive Officer) | |||||
Date: August 11, 2026 | /s/ Elena Marquez | ||||
| Elena Marquez | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer and Principal Accounting Officer) | |||||
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