Anterix Inc.
For the period ended Jun 30, 2025. Filed Aug 12, 2025.
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Jun 30, 2025 · Filed Aug 12, 2025
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Notes to Unaudited Consolidated Financial Statements
Notes to Consolidated Financial Statements
(Unaudited)
- Nature of Operations and Basis of Presentation
Anterix Inc. (the “Company”) is the utility industry’s partner, empowering enhanced visibility, control and security for a modern grid. The Company’s vision is to deliver secure, scalable solutions enabled by private wireless broadband connectivity, for the benefit of utilities and the communities that they serve. As the largest holder of licensed spectrum in the 900 MHz band (896-901/935-940 MHz) throughout the contiguous United States, plus Hawaii, Alaska and Puerto Rico, the Company is uniquely positioned to deliver solutions that support secure, resilient and customer-controlled operations. The Company is focused on commercializing its spectrum assets and expanding the benefits and solutions it offers to enable the Company’s targeted utility and critical infrastructure customers to deploy private broadband networks.
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, 2025, filed with the SEC on June 24, 2025 (the “2025 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 significant intercompany accounts and transactions have been eliminated in consolidation.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board, (“FASB”) issued Accounting Standards Updates (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid and to improve the effectiveness of income tax disclosures. This update is effective for annual periods beginning after December 15, 2024. The Company has not yet determined the impact of this pronouncement on its consolidated financial statements and related disclosures.
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 has not yet determined the impact of this pronouncement on its consolidated financial statements.
- 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, 2025 and 2024 (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Spectrum revenue | ||
| 900 MHz Broadband Spectrum Revenue | ||
| Ameren Corporation | $206 | $156 |
| Evergy | 385 | 386 |
| Xcel Energy | 801 | 801 |
| TECO (1) | 26 | — |
| Narrowband Spectrum Revenue | ||
| Motorola (2) | — | 182 |
| Total spectrum revenue (3) | $1,418 | $1,525 |
The Company commenced revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum and the associated broadband licenses to Tampa Electric Company (“TECO”) during the three months ended June 30, 2025.
As of December 31, 2024, the Company recognized all the revenue associated with the 2014 Motorola spectrum agreement.
Revenue recognized during the three months ended June 30, 2025 and 2024 was included in deferred revenue at the beginning of the respective periods.
Spectrum Revenue Agreements
Refer to the Company’s 2025 Annual Report for a description of the Company’s spectrum revenue agreements entered into prior to March 31, 2025.
Capitalized Contract Costs
The Company capitalizes incremental costs associated with obtaining a spectrum revenue agreement with a customer, which generally includes sales commissions. 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, 2025 and 2024 (in thousands):
| Three months ended June 30, | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Balance at the beginning of the period | $1,241 | $1,027 | |
| Additions | 49 | 26 | |
| Amortization | (19) | (30) | |
| Balance at the end of the period | 1,271 | 1,023 | |
| Less amount classified as current assets (1) | (24) | (586) | |
| Noncurrent assets (1) | $1,247 | $437 | |
- 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.
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. The Company’s contract liabilities consisted of the following activity during the three months ended June 30, 2025 and 2024 (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at the beginning of the period | $124,672 | $122,212 |
| Net additions (1) | 4,960 | — |
| Revenue recognized | (1,418) | (1,525) |
| Balance at the end of the period | 128,214 | 120,687 |
| Less amount classified as current liabilities (2) | (6,343) | (5,968) |
| Noncurrent liabilities (2) | $121,871 | $114,719 |
Represents milestone payments received from customer contracts pursuant to the terms of the associated spectrum revenue agreements, net of delivery delay adjustments.
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 represent 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 $180.1 million as of June 30, 2025, which will be recognized over the remaining contract terms up to 30 years.
- 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 measure of segment profit or loss for the Company’s single segment is net income (loss). Additionally, the CODM uses cash and cash equivalents as a measure of segment assets, which is included on the Company’s consolidated financial statements. Cash and cash equivalents are reviewed and monitored by CODM to ensure enough capital is available for investing in purchases of intangible assets, refundable deposits, retuning costs and swaps, and the Company’s share repurchase program. Segment expenses were disaggregated based on the information the CODM uses to assess performance and allocate resources considering both quantitative and qualitative factors.
The table below summarizes significant segment expenses and other items, which represent the difference between segment revenue and segment net income (loss) (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Spectrum revenue | $1,418 | $1,525 |
| Significant segment expenses and other segment items | ||
| Adjusted general and administrative (1) | 7,156 | 8,669 |
| Adjusted sales and support (2) | 1,364 | 1,763 |
| Adjusted product development (3) | 910 | 1,673 |
| Depreciation and amortization | 124 | 179 |
| Gain on exchange of intangible assets, net | (33,916) | (93) |
| Gain on sale of intangible assets, net | (961) | — |
| Interest income | 442 | 694 |
| Other income | — | 16 |
| Income tax expense | (2,257) | 1,222 |
| Other segment items (4) | 4,260 | 4,346 |
| Net income (loss) | $25,180 | $(15,524) |
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.
Adjusted sales and support includes expenses related to sales and marketing functions.
Adjusted product development includes expenses related to technology and product development functions.
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.
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, 2025. 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 (the “LCRA Agreement”), the Company and Lower Colorado River Authority (“LCRA”) entered into an escrow agreement. Pursuant to the escrow agreement, the escrow funds 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 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, 2025, the Company has classified $5.2 million and $1.9 million as short-term and long-term escrow deposit, respectively, on the Consolidated Balance Sheets, inclusive of accrued interest and escrow releases for delivered 900 MHz Broadband Spectrum and the associated broadband.
- 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 wereno impairment charges related to the Company’s indefinite-lived intangible assets during the three months ended June 30, 2025 and 2024.
Intangible assets consist of the following activity for the three months ended June 30, 2025 and 2024 (in thousands):
| Three months ended June 30, | |||
|---|---|---|---|
| 2025 · 2024 | |||
| Balance at the beginning of period | $228,983 | $216,743 | |
| Acquisitions | 3,932 | 2,940 | |
| Sale of intangible assets | (1,512) | — | |
| Exchanges - licenses received | 40,618 | 126 | |
| Exchanges - licenses surrendered | (6,702) | (33) | |
| Balance at the end of period | $265,319 | $219,776 | |
Purchases of intangible assets, including refundable deposits, retuning costs and swaps
During the three months ended June 30, 2025 and 2024, 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 new accounting cost basis as of the exchange date. The difference between the accounting cost basis 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, 2025, the FCC granted the Company broadband licenses for 62 counties. The Company recorded the new broadband licenses at their accounting cost basis of approximately $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. 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.
During the three months ended June 30, 2024, the FCC granted the Company a broadband license forone county. The Company recorded the new broadband license at its accounting cost basis of approximately$0.1 million. In connection with receiving the broadband license, the Company disposed of a de minimis amount related to the value ascribed to the narrowband license it relinquished to the FCC for the sameone county. The total carrying value of the narrowband license included the cost to acquire the original narrowband license, Anti-Windfall Payments paid to cover the shortfall in this county and the clearing costs. As a result of the exchange of the narrowband license for the broadband license, the Company recorded a gain on exchange of intangible assets of$0.1 million for the three months ended June 30, 2024.
Broadband License Sale
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 tothree 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.
- Accrued Severance and Other Related Charges
Total accrued severance and other related charges for the three months ended June 30, 2025 and 2024 were as follows (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at the beginning of the period | $2,265 | $— |
| Cash accruals* | 620 | — |
| Cash payments | (525) | — |
| Balance at the end of the period | $2,360 | $— |
- Increase in cash accruals is related to the retention of key employees and other related costs as a result of the reduction in workforce during Fiscal 2025.
- Related Party Transactions
Refer to the Company’s 2025 Annual Report for a more complete description of the nature of its related party transactions prior to March 31, 2025. The following reflects the related party activity during the three months ended June 30, 2025 and 2024.
In connection with Morgan O’Brien’s retirement as Executive Chairman of the Board, the Company entered into a consulting agreement with Mr. O’Brien under which he has agreed to provide consulting services to the Company for a minimum ofsix months and receive cash compensation of $30 thousand per month beginning on January 1, 2025 through June 30, 2025 (the “minimum term”), and continuing thereafter on a month-to month basis until terminated by either party (the “Consulting Agreement”). As of June 30, 2025, Mr. O’Brien’s consulting agreement was terminated.
During the three months ended June 30, 2025, the Company incurred $0.1 million in consulting fees to Mr. O’Brien included in general and administrative expenses on the Company’s Consolidated Statements of Operations. For the three months ended June 30, 2024, the company didnot incur any consulting fees. As of June 30, 2025 and March 31, 2025, the Company had $30 thousand and $30 thousand in outstanding liabilities to Mr. O’Brien included in due to related parties on the Company’s Consolidated Balance Sheets.
- 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 June 30, 2027 through January 31, 2029, which includes lease extensions for its corporate headquarters ranging from three toten years. The Company entered into multiple lease agreements for tower space. The lease expiration dates range from July 31, 2025 to June 26, 2032.
Substantially 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 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, | ||
|---|---|---|
| 2025 | 2024 | |
| Weighted average term - operating lease liabilities | 3.83 years | 3.66 years |
| Weighted average incremental borrowing rate - operating lease liabilities | 8% | 9% |
The following table presents total lease cost for the three months ended June 30, 2025 and 2024 (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Total operating lease cost* | $498 | $501 |
*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, 2025 and March 31, 2025 (in thousands):
| June 30, 2025 | March 31, 2025 | |
|---|---|---|
| Non-current assets - right of use assets, net | $4,716 | $4,829 |
| Current liabilities - operating lease liabilities | $1,531 | $1,643 |
| Non-current liabilities - operating lease liabilities | $3,673 | $3,747 |
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, 2025, are as follows (in thousands):
| Fiscal Year | OperatingLeases |
|---|---|
| 2026 (excluding the three months ended June 30, 2025) | $1,875 |
| 2027 | 1,632 |
| 2028 | 1,146 |
| 2029 | 622 |
| 2030 | 367 |
| After 2030 | 402 |
| Total future minimum lease payments | 6,044 |
| Amount representing interest | (840) |
| Present value of net future minimum lease payments | $5,204 |
- Income Taxes
The Company used a discrete effective tax rate method to calculate taxes for the three months ended June 30, 2025 and 2024, 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, 2025, the Company recorded a total tax benefit of $2.3 million. For the three months ended June 30, 2024, the Company recorded a total tax expense of $1.2 million. The effective income tax rates for the three months ended June 30, 2025 and 2024 were -21.7% and -26.5%, respectively. The decrease in the effective tax rate was the result of lower state effective tax rate due to the shift in state apportionment.
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, 2025 are approximately $3.9 million for federal and $0.2 million for state. The deferred tax liabilities as of March 31, 2025 were approximately $3.7 million for federal and $2.9 million for state.
- 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, 2025, under the 2023 Stock Plan,488,598 Shares are available for future issuance.
During the three months ended June 30, 2025 and the year ended March 31, 2025, a total of 83,070 and 405,204 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, 2025, the Company hadno excise tax expense. For the three months ended June 30, 2024, excise tax expense was approximately $0.1 million.
The following table presents the share repurchase activity for the three months ended June 30, 2025 and 2024 (in thousands, except per share data):
| Three months ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Number of shares repurchased and retired | — | 63 |
| Average price paid per share* | $— | $32.47 |
| Total cost to repurchase | $— | $2,027 |
*Average price paid per share includes costs associated with the repurchases, excluding excise taxes associated with the share repurchases.
As of June 30, 2025, $227.7 million is remaining under the 2023 Share Repurchase Program.
- Net Income (Loss) Per Share of Common Stock
Basic net income (loss) per common share is calculated by dividing the net income (loss) 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 (loss) 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 (loss) and weighted-average common shares used to compute basic and diluted net income (loss) per share:
| Three months ended June 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Net income (loss): | $25,180 | $(15,524) |
| Weighted-average common shares: | ||
| Basic weighted-average shares | 18,621,701 | 18,486,964 |
| Add: dilutive effect of stock options and restricted stock units | 82,430 | — |
| Diluted weighted-average common shares | 18,704,131 | 18,486,964 |
For the three months ended June 30, 2025, there were 1,898,083 stock options and restricted stock units outstanding, excluded from the calculation of diluted weighted-average shares because the effect was anti-dilutive. For the three months ended June 30, 2024, there were 215,423 potentially dilutive stock options and restricted stock units outstanding, excluded from the calculation of diluted weighted-average shares as the effect was anti-dilutive because the Company reported a net loss.
- Contingencies and Guaranty
Contingent Liabilities
SDG&E Refund Obligations
In February 2021, the Company entered into the SDG&E Agreement with SDG&E, to sell 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County, for a total payment of $50.0 million. As the Company is required to refund payments it has received from SDG&E in the event of termination or non-delivery of the specific county’s full 900 MHz Broadband Spectrum, it recorded the payments received as contingent liability on the Company’s Consolidated Balance Sheets. 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 full cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E.
During Fiscal 2023 and 2022, the Company transferred to SDG&E the cleared 900 MHz Broadband Spectrum and the associated broadband license related to Imperial County and San Diego County. This resulted in the recognition of a gain on the sale of spectrum and derecognition of the contingent liability associated with San Diego County and Imperial County.
Subsequent to the derecognition of the contingent liability related to the delivery of San Diego County and Imperial County licenses, the remaining contingent liability related to SDG&E of $1.0 million for Orange County is classified as a short-term liability due to the expected timing of delivery.
LCRA Refund Obligation
In April 2023, the Company entered into the LCRA Agreement for a total payment of $30.0 million, to be paid through fiscal year 2026 pursuant to the terms of the agreement. In November 2024, the Company received the agreed upon narrowband spectrum licenses from LCRA with a fair value of $1.4 million. As the Company is required to refund the deposit it has received from LCRA in the event of termination or non-delivery of the specific county’s full cleared 900 MHz Broadband Spectrum, it recorded the payments and licenses received as contingent liability on the Company’s Consolidated Balance Sheets. 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 full cleared 900 MHz Broadband Spectrum and the associated broadband licenses to LCRA.
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 which resulted in a $1.1 million reduction in contingent liability inclusive of $0.1 million related to the narrowband spectrum licenses previously received. See Note 5 Intangible Assets for further discussion on the sale of intangible assets.
As of June 30, 2025, the Company has classified $11.0 million and $4.2 million as short-term and long-term contingent liability, respectively, based on the estimated timing of license delivery associated with the LCRA Agreement.
Oncor Refund Obligation
In June 2024, the Company entered into the Oncor Agreement for a total payment of $102.5 million, to be paid through fiscal year 2026 pursuant to the terms of the agreement. As the Company is required to refund the deposit it has received from Oncor in the event of termination or non-delivery of the specific county’s full cleared 900 MHz Broadband Spectrum, it recorded the payments received as contingent liability on the Company’s Consolidated Balance Sheets. 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 to Oncor.
During Fiscal 2025, the Company transferred to Oncor the 900 MHz Broadband Spectrum and the associated broadband licenses related tofour counties and received a milestone payment of $34.0 million. In addition, during the three months ended June 30, 2025, the Company received $2.9 million related to reimbursable clearing costs and Anti-Windfall Payments made in connection with the transfer of the associated broadband licenses.
During the three months ended June 30, 2025, the Company transferred to Oncor the 900 MHz Broadband Spectrum and the associated broadband licenses related tothree counties and received a milestone payment of $0.3 million inclusive of $20 thousand related to reimbursable clearing costs and Anti-Windfall Payments made in connection with the transfer of the associated broadband licenses. See Note 5 Intangible Assets for further discussion on the sale of intangible assets.
As of June 30, 2025, the Company has classified $7.0 million as short-term contingent liability, based on the estimated timing of license delivery associated with the Oncor Agreement.
Guaranties
In October 2022, the Company entered into an agreement with Xcel Energy Services Inc. (“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 $67.1 million in deferred revenue in connection with the prepayments received as of June 30, 2025. The Company 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, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $61.2 million, reflecting a reduction in liability due to the obligations it has performed to date.
In June 2025, the Company entered into an agreement to retune and acquire wireless licenses for a total of $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, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $28.0 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 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 $0.2 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively.
Litigation
From time to time, the Company may be involved in litigation that arises from the ordinary operations of the business, such as contractual or employment disputes or other general actions. The Company is not involved in any material legal proceedings at this time.
- 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, 2025 and March 31, 2025, substantially all of the Company’s cash balance exceeded the federally insured limits. For the three months ended June 30, 2025 and 2024, each of the Company’s customers accounted for greater than 10% of total revenue, except for TECO.
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