8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2023

Anterix Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36827	33-0745043
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

3 Garret Mountain Plaza
Suite 401	07424
Woodland Park, NJ
(Address of principal executive offices)	(Zip Code)

(973) 771-0300

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of Each Exchange on which registered
Common Stock, $0.0001 par value	ATEX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 2, 2023, Anterix Inc. (the “Company”) announced its first quarter fiscal 2024 financial results for the three months ended June 30, 2023.

Item 7.01 Regulation FD Disclosure.

On August 2, 2023 the Company released on its website at https://www.investors.anterix.com/Q12024, an update on its Demonstrated Intent key performance indicator. The contents of that site are not incorporated by reference in, or otherwise a part of, this filing.

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

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

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Anterix Inc. Earnings Release, dated August 2, 2023.
99.2	Demonstrated Intent Update, dated August 2, 2023.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Anterix Inc.
Date: August 2, 2023	/s/ Timothy A. Gray
	Timothy A. Gray
	Chief Financial Officer

EX-99.1

Anterix Inc. Reports

First Quarter Fiscal Year 2024 Results

Woodland Park, NJ – August 2, 2023 – Anterix (NASDAQ: ATEX) today announced its first quarter fiscal 2024 results and filed its 10-Q for the three months ended June 30, 2023.

First quarter fiscal 2024 Financial Highlights

–Cash and cash equivalents of $29.0 million as of June 30, 2023

–Entered into a $30.0 million spectrum sale agreement with Lower Colorado River Authority

–Exchanged narrowband for broadband licenses in 9 counties and recorded a gain on exchange of narrowband licenses for broadband licenses of $10.8 million

–Cash used in operations was $8.2 million

–Incurred spectrum clearing costs of $5.2 million

The Company also issued an update on its Demonstrated Intent metric which can be found on Anterix’s website at

https://www.investors.anterix.com/Q12024.

About Anterix Inc.

At Anterix, we are focused on delivering transformative private broadband that enables the modernization of critical infrastructure for the energy, transportation, logistics and other sectors of our economy. As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska, and Puerto Rico, we are uniquely positioned to enable the private LTE solutions that support secure, resilient and customer-controlled operations. For more information, visit: www.anterix.com.

Forward-Looking Statements

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

Shareholder Contact

Natasha Vecchiarelli

Vice President, Investor Relations & Corporate Communications

Anterix

973-531-4397

nvecchiarelli@anterix.com

Anterix Inc.

Earnings Release Tables

Consolidated Balance Sheets

June 30, 2023 and March 31, 2023

(Unaudited, thousands, except share data)

	June 30, 2023		March 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	29,033	$	43,182
Prepaid expenses and other current assets	14,803		16,277
Total current assets	43,836		59,459
Property and equipment, net	2,541		3,606
Right of use assets, net	3,088		3,371
Intangible assets	215,795		202,044
Other assets	14,068		10,078
Total assets	$	279,328	$	278,558
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	7,793	$	6,624
Due to related parties	—		533
Operating lease liabilities	1,662		1,725
Contingent liability	20,249		20,249
Deferred revenue	2,896		2,769
Total current liabilities	32,600		31,900
Operating lease liabilities	2,597		2,922
Deferred revenue	57,255		57,990
Deferred income tax	5,168		5,440
Other liabilities	513		513
Total liabilities	98,133		98,765
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized and no shares outstanding at June 30, 2023 and March 31, 2023	—		—
Common stock, $0.0001 par value per share, 100,000,000 shares authorized and 19,047,159 shares issued and outstanding at June 30, 2023 and 18,921,999 shares issued and outstanding at March 31, 2023	2		2
Additional paid-in capital	521,680		518,160
Accumulated deficit	(340,487)		(338,369)
Total stockholders’ equity	181,195		179,793
Total liabilities and stockholders’ equity	$	279,328	$	278,558

Anterix Inc.

Earnings Release Tables

Consolidated Statements of Operations

(Unaudited, in thousands, except share and per share data)

	Three months ended June 30,
	2023		2022
Spectrum revenues	$	608	$	335
Operating expenses
General and administrative	11,673		11,359
Sales and support	1,275		1,236
Product development	1,069		1,096
Depreciation and amortization	246		362
Operating expenses	14,263		14,053
Gain from disposal of intangible assets, net	(10,785)		(648)
(Gain) loss from disposal of long-lived assets, net	(31)		2
Loss from operations	(2,839)		(13,072)
Interest income	386		17
Other income	95		59
Loss before income taxes	(2,358)		(12,996)
Income tax (benefit) expense	(240)		200
Net loss	$	(2,118)	$	(13,196)
Net loss per common share basic and diluted	$	(0.11)	$	(0.71)
Weighted-average common shares used to compute basic and diluted net loss per share	18,951,046		18,619,459

Anterix Inc.

Earnings Release Tables

Consolidated Statements of Cash Flows

(Unaudited, in thousands)

	Three months ended June 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,118)	$	(13,196)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	246		362
Non-cash compensation expense attributable to stock awards	4,265		4,128
Deferred income taxes	(272)		200
Gain from disposal of intangible assets, net	(10,785)		(648)
(Gain) loss on disposal of long-lived assets, net	(31)		2
Changes in operating assets and liabilities
Prepaid expenses and other assets	563		1,180
Right of use assets	283		238
Accounts payable and accrued expenses	1,169		(1,460)
Due to related parties	(533)		24
Operating lease liabilities	(388)		(327)
Deferred revenue	(608)		(335)
Net cash used in operating activities	(8,209)		(9,832)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of intangible assets, including refundable deposits	(5,170)		(6,650)
Purchases of equipment	(25)		(6)
Net cash used in investing activities	(5,195)		(6,656)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock option exercises	7		872
Repurchase of common stock	—		(2,725)
Payments of withholding tax on net issuance of restricted stock	(752)		(827)
Net cash used in financing activities	(745)		(2,680)
Net change in cash and cash equivalents	(14,149)		(19,168)
CASH AND CASH EQUIVALENTS
Beginning of the period	43,182		105,624
End of the period	$	29,033	$	86,456
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period:
Taxes paid	$	1	$	—
Non-cash investing activity:
Network equipment provided in exchange for wireless licenses	$	438	$	4

EX-99.2

$3B+ potential contracted proceeds in phased pipeline, in addition to ~$240M contracted proceeds from signed deals Demonstrated Intent (DI) measures customers from the pipeline demonstrating their intent to move forward with Anterix 900 MHz. 900 MHz Private Wireless Broadband: A HIGHLY VALUABLE OPPORTUNITY A quantitative and fact based scorecard that combines public and private data to measure Anterix’s relative confidence of each potential customer securing an agreement with Anterix for 900 MHz spectrum. Demonstrated Intent is a key performance indicator used by Anterix management to track and score business development. Customers with a high DI score have not contractually committed to doing business with Anterix. Anticipated contracted proceeds are derived from Anterix benchmarking of spectrum lease transactions of similar size to anticipated customer contracts. There can be no assurance that Anterix will enter into agreements with any customer in its pipeline, including customers with the highest DI, or realize the potential contracted proceeds indicated herein. August 2, 2023 Customers in the pipeline with the Highest Customer Demonstrated Intent Score Contracted Proceeds Customers in the pipeline with graduated scores of Customer Demonstrated Intent but not yet at the DI threshold ~$240M Contracted Proceeds ~$500M $1.2B+ $1.3B+ $2.2B+ $850M+ ~$240M Customer DI Threshold Phase 1 Prospecting & Qualification Phase 2 Pursuit & Proposal Phase 3 Negotiation & Commitment $3B+ Pipeline ~$1.1B

August 2, 2023 First quarter fiscal year 2024 marked continued maturation of our pipeline as well as additional activity across our Demonstrated Intent Scorecard. The following are the key updates since our June 2023 report. ANTERIX DEMONSTRATED INTENT SCORECARD UPDATE • A total of 15 utilities are currently above the DI threshold, a point at which we believe indicates a high degree of confidence that a customer has demonstrated intent to move forward with Anterix on a 900 MHz contract. • Those 15 utilities represent more than $850 million in potential contracted proceeds. • All 15 of these companies reside in phases 2 or 3 of our pipeline (discussed below). • Of the utilities below the DI threshold, 8 have added a net total of 13 demonstrated intent indicators to their scorecard. ANTERIX PIPELINE UPDATE The three phases of our pipeline continue to represent more than 90% of our addressable market, totaling in excess of $3 billion in potential contracted proceeds. We have lost no opportunities from the pipeline. As of this update, approximately $500 million in potential contracted proceeds resides in Phase 3 (nearest to contract) and more than $1.3 billion in potential contracted proceeds resides in Phase 2. DEMONSTRATED INTENT OVERVIEW Since our FY2023 third quarter earnings call in February, we have committed to share with our investors data regarding both the three phases of our pipeline as well as updates on our DI scorecard, a fact-based analysis that allows investors to understand how we assess utilities’ intent to move forward with 900 MHz private wireless broadband. Utilities’ passage through the phases of our pipeline does not provide a sufficiently full picture of customer progress nor represents our basis for confidence in the market. As we reported in February, there is a complementary, clearer, more transparent way to show investors the progress we are making in achieving our goal of being the de facto provider of private wireless broadband to utilities. The analysis behind our DI scorecard includes tracking of 20 individual pre-determined indicators for each customer in our pipeline; scoring each indicator based on our fixed assessment of its relative importance; and then calculating a combined “Demonstrated Intent” score for each prospective customer. The 20 individual indicators do not change from quarter to quarter. If the sum of the analysis places a utility over a certain threshold, we conclude that we have high confidence that a customer has demonstrated an intent to move forward with Anterix on a 900 MHz contract. A number of these indicators are based on publicly available information, while others are based on the information utilities have shared with us pursuant to a Non-Disclosure Agreement. Examples of the data and information that is publicly available include categories such as “regulatory or rate case filings” or “public statements of intent made through participation on panels or in interviews and articles,” “membership in our Utility Strategic Advisory Board,” “active participation in the Utility Broadband Alliance,” “filing for 900 MHz Experimental Licenses,” etc. For those indicators supported by private data, many are definitive and measurable, such as “whether the utility has requested and received 900 MHz spectrum pricing,” “whether the utility has issued an RFP where 900 MHz is defined as the primary spectrum band,” “whether there is a verbal agreement on deal terms,” “whether the utility has pursued BIL funding to support a private LTE project,” or one of the top indicators, “whether we have engaged in contract negotiations.” While the significance of the indicators does vary, several are highly validating all on their own but in isolation don’t confirm a contract is highly likely with Anterix. It is the totality of activity that lets us know whether the DI threshold has been crossed and, in turn, informs our confidence level that a utility is demonstrating its intent to proceed with deploying 900 MHz spectrum. The DI scorecard enables us to quantify and weigh the tangible investments of time and resources our target customers make well before entering into a contract. Collectively, the indicators of customer investment of time and resources in 900 MHz broadband, as reflected in our DI scorecard, are the signs that we regularly see, and that you hear us referencing when we say that we see momentum increasing. The attached graphic provides a high-level summary of both the pipeline and the scorecard. Forward Looking Statements Certain statements contained in this fact sheet constitute forward- looking statements within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future events or achievements such as statements in this fact sheet related to Anterix’s business or financial results or outlook. Actual events or results may differ materially from those contemplated in this fact sheet. Forward-looking statements speak only as of the date they are made and readers are cautioned not to put undue reliance on such statements, as they are subject to a number of risks and uncertainties that could cause Anterix’s actual future results to differ materially from results indicated in the forward-looking statement. Such statements are based on assumptions that could cause actual results to differ materially from those in the forward-looking statements, including: (i) the significance of Demonstrated Intent Scores, (ii) the timing of payments under customer agreements, (iii) Anterix’s ability to clear the 900 MHz Broadband Spectrum on a timely basis and on commercially reasonable terms; and (iv) Anterix’s ability to qualify for and timely secure broadband licenses. Actual events or results may differ materially from those contemplated in this fact sheet. Anterix’s filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at https://www. sec.gov, discuss some of the important risk factors that may affect the company’s financial outlook, business, results of operations and financial condition. Anterix undertakes no obligation to update publicly or revise any forward-looking statements contained herein.

XML

Cover	Aug. 02, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Aug. 02, 2023
Entity Registrant Name	Anterix Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36827
Entity Tax Identification Number	33-0745043
Entity Address, Address Line One	3 Garret Mountain Plaza
Entity Address, Address Line Two	Suite 401
Entity Address, Postal Zip Code	07424
Entity Address, City or Town	Woodland Park
Entity Address, State or Province	NJ
City Area Code	973
Local Phone Number	771-0300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	ATEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001304492
Amendment Flag	false