Anterix Inc.

Previous wording

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, 2025 and 2024. The following data should be read in conjunction with our Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report.

Current wording

A discussion and analysis of the primary factors contributing to our results of operations are presented below. The following tables summarize our results of operations and financial data for the three and six months ended September 30, 2025 and 2024. The following data should be read in conjunction with our Notes to the Unaudited Consolidated Financial Statements contained within this Quarterly Report.

Previous wording

Our net income for the three months ended June 30, 2025 increased by approximately $40.7 million to $25.2 million from a net loss of $15.5 million for the three months ended June 30, 2024. The increase in net income was primarily due to the following:

Current wording

Our net income for the three months ended September 30, 2025 increased by approximately $66.3 million to $53.5 million from a net loss of $12.8 million for the three months ended September 30, 2024. The increase in net income was primarily due to the following:

Previous wording

•Product development expenses decreased by $0.6 million, or -36%, to $1.1 million for the three months ended June 30, 2025 from $1.8 million for the three months ended June 30, 2024. The decrease primarily resulted from $0.6 million lower contract consulting fees and $0.4 million IT related costs, partially offset by $0.2 million in higher headcount related costs and $0.2 million stock compensation expense.

Current wording

•Product development expenses decreased by $0.6 million, or -32%, to $1.2 million for the three months ended September 30, 2025 from $1.8 million for the three months ended September 30, 2024. The decrease primarily resulted from $0.4 million lower contract consulting fees and $0.4 million IT related costs, partially offset by $0.2 million higher stock compensation expense.

Previous wording

•Severance and other related charges increased by $0.6 million, or 100%, to $0.6 million for the three months ended June 30, 2025 from zero for the three months ended June 30, 2024. The increase is primarily related to the retention of key employees and other related costs as a result of the reduction in workforce during Fiscal 2025.

Current wording

•Severance and other related charges increased by $0.7 million, or 100%, to $0.7 million for the three months ended September 30, 2025 from zero for the three months ended September 30, 2024. The increase is primarily related to severance from workforce reductions as well as the retention of key employees.

Previous wording

•Gain on sale of intangible assets, net increased by $1.0 million, or 100%, to $1.0 million for the three months ended June 30, 2025 from zero for the three months ended June 30, 2024. 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.

Current wording

•Gain on sale of intangible assets, net increased by $11.5 million, or 100%, to $11.5 million for the three months ended September 30, 2025 from zero for the three months ended September 30, 2024. During the three months ended September 30, 2025, we transferred to Lower Colorado River Authority (“LCRA”) 26 broadband licenses, and recorded a $11.5 million gain on sale of intangible assets on our Consolidated Statements of Operations. Refer to Note 5 Intangible Assets in the Notes to the Consolidated Financial Statements for further discussion on the sale of intangible assets. During the three months ended September 30, 2024, we did not transfer any broadband licenses.

Previous wording

•General and administrative expenses decreased by $2.4 million, or -19%, to $10.4 million for the three months ended June 30, 2025 from $12.9 million for the three months ended June 30, 2024. The decrease primarily resulted from $1.5 million lower headcount related costs, $0.9 million stock compensation expense, and $0.1 million contract consulting fees, partially offset by $0.1 million higher professional services.

Current wording

•General and administrative expenses decreased by $5.4 million, or -22%, to $18.8 million for the six months ended September 30, 2025 from $24.2 million for the six months ended September 30, 2024. The decrease primarily resulted from $2.5 million lower headcount related costs, $1.6 million stock compensation expense, $1.0 million professional services, and $0.3 million contract consulting fees.

Previous wording

•Sales and support expense decreased by $0.4 million, or -19%, to $1.5 million for the three months ended June 30, 2025 from $1.9 million for the three months ended June 30, 2024. The decrease primarily resulted from $0.3 million lower professional services, $0.2 million headcount related costs, and $0.1 million marketing expense, partially offset by $0.2 million higher contract consulting fees.

Current wording

•Sales and support expense decreased by $0.3 million, or -8%, to $2.9 million for the six months ended September 30, 2025 from $3.2 million for the six months ended September 30, 2024. The decrease primarily resulted from $0.3 million lower professional services and $0.3 million headcount related costs, partially offset by $0.3 million higher contract consulting fees.

Previous wording

•Gain on exchange of intangible assets, net increased by $33.8 million, or 36,369%, to $33.9 million for the three months ended June 30, 2025 from $0.1 million for the three months ended June 30, 2024. During the three months ended June 30, 2025, we exchanged our narrowband licenses for broadband licenses in 62 counties. In connection with the exchange, we recorded an accounting cost basis of $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 Federal Communications Commission’s (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. During the three months ended June 30, 2024, we exchanged our narrowband license for a broadband license in one county. In connection with the exchange, we recorded an accounting cost basis of $0.1 million for the new broadband license and relinquished to the FCC narrowband license for the same one county with de minimis value. As a result, we recorded a $0.1 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations.

Current wording

•Gain on exchange of intangible assets, net increased by $93.4 million, or 100,457%, to $93.5 million for the six months ended September 30, 2025 from $0.1 million for the six months ended September 30, 2024. During the six months ended September 30, 2025, we exchanged our narrowband licenses for broadband licenses in 161 counties. In connection with the exchange, we recorded an accounting cost basis of $115.0 million for the new broadband licenses and disposed of $21.5 million related to the value ascribed to the narrowband licenses we relinquished to the FCC for those same 161 counties. As a result, we recorded a $93.5 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations. During the six months ended September 30, 2024, we exchanged a narrowband license for a broadband license in one county. In connection with the exchange, we recorded an accounting cost basis of $0.1 million for the new broadband license and relinquished to the FCC a narrowband license for the same one county with de minimis value. As a result, we recorded a $0.1 million non-monetary gain on exchange of intangible assets on our Consolidated Statements of Operations.

Previous wording

•Interest income decreased by $0.3 million, or -36%, to $0.4 million for the three months ended June 30, 2025 from $0.7 million for the three months ended June 30, 2024. The decrease was primarily attributable to a lower average cash balance during the period and lower interest rates.

Current wording

•Interest income decreased by $0.5 million, or -36%, to $0.8 million for the six months ended September 30, 2025 from $1.3 million for the six months ended September 30, 2024. The decrease was primarily attributable to a lower average cash balance during the period and lower interest rates.

Previous wording

Our principal source of liquidity is our cash and cash equivalents generated from customer contract proceeds. At June 30, 2025, we had cash and cash equivalents of $41.4 million.

Current wording

Our principal source of liquidity is our cash and cash equivalents generated from customer contract proceeds. At September 30, 2025, we had cash and cash equivalents of $39.1 million.

Previous wording

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

Current wording

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

Previous wording

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:

Current wording

Net cash used in operating activities was approximately $1.7 million for the six months ended September 30, 2025. The net cash used in operating activities for the six months ended September 30, 2025 was primarily due to the following:

Previous wording

•$25.2 million increase related to our operating income, which includes a reduction of $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;

Current wording

•$78.7 million increase related to our operating income, which includes a reduction of $98.7 million of non-cash items primarily driven by the gain on exchange of intangible assets of $93.5 million and the gain on sale of $12.4 million. Refer to the Results of Operations;

Previous wording

•$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

Current wording

•$5.7 million increase in deferred revenue due to $4.9 million cash proceeds from Tampa Electric Company (“TECO”), $3.8 million cash proceeds from Xcel Energy related to our 900 MHz Broadband Spectrum contracts partially offset by $3.0 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and

Previous wording

•$1.1 million increase in contingent liability primarily related to the Oncor Agreement.

Current wording

•$7.4 million increase in contingent liability primarily related to the LCRA and Oncor Agreements.

Previous wording

Net cash used in operating activities was approximately $2.4 million for the three months ended June 30, 2024. The net cash used in operating activities for the three months ended June 30, 2024 was primarily due to the following:

Current wording

Net cash used in operating activities was approximately $5.0 million for the six months ended September 30, 2024. The net cash used in operating activities for the six months ended September 30, 2024 was primarily due to the following:

Previous wording

•$15.5 million decrease related to our operating loss, which includes $5.9 million of non-cash items. Refer to the Results of Operations;

Current wording

•$28.3 million decrease related to our operating loss, which includes $10.2 million of non-cash items. Refer to the Results of Operations;

Previous wording

•$1.6 million decrease in accounts payable and accrued expenses primarily due to annual bonus payments;

Current wording

•$1.5 million decrease in accounts payable and accrued expenses primarily due to annual bonus payments;

Previous wording

•$1.5 million decrease in deferred revenue due to revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and

Current wording

•$4.4 million increase in deferred revenue due to $7.5 million cash proceeds from Ameren Corporation related to our 900 MHz Broadband Spectrum contract partially offset by $3.1 million in revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum; and

Previous wording

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

Current wording

Our principal outflow of cash used in investing activities is our purchases of intangible assets, including refundable deposits, retuning costs and swaps, which represent our spectrum clearing efforts as we work toward the conversion from narrowband to broadband spectrum. The purchases of intangible assets may be offset by current period cash proceeds from the sale of intangible assets, with a potential non-cash derecognition of the contingent liability for any proceeds received and recognized in operating activities in a prior period. Payments received in the current period are reflected as investing activities on the Consolidated Statements of Cash Flows upon the sale of intangible assets. We expect net cash provided by (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 six months ended September 30, 2025 and 2024.

Previous wording

Net cash used in investing activities was $2.7 million and $5.4 million for the three months ended June 30, 2025 and 2024, respectively. For the three months ended June 30, 2025, net cash used in investing activities was primarily 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. For the three months ended June 30, 2024, net cash used in investing activities was from $5.4 million payments made to acquire, swap or retune wireless licenses in markets across the United States.

Current wording

Net cash used in investing activities was $3.3 million and $10.9 million for the six months ended September 30, 2025 and 2024, respectively. For the six months ended September 30, 2025, net cash used in investing activities was primarily from $17.1 million payments made to acquire, swap or retune wireless licenses in markets across the United States, partially offset by $13.9 million related to the proceeds from sale of spectrum. For the six months ended September 30, 2024, net cash used in investing activities was from $10.9 million payments made to acquire, swap or retune wireless licenses in markets across the United States.

Previous wording

Our principal outflow of cash used in financing activities is a result of our equity transactions, including repurchases of common stock and taxes and fees associated with the issuance of restricted stock awards, offset by proceeds from stock options exercised in the period. We expect net cash used in financing activities to be affected by the timing of future equity transactions including the timing of our repurchases of common stock. The following represents our changes in net cash used in financing activities for the three months ended June 30, 2025 and 2024.

Current wording

Our principal outflow of cash used in financing activities is a result of our equity transactions, including repurchases of common stock and taxes and fees associated with the issuance of restricted stock awards, offset by proceeds from stock options exercised in the period. We expect net cash used in financing activities to be affected by the timing of future equity transactions including the timing of our repurchases of common stock. The following represents our changes in net cash used in financing activities for the six months ended September 30, 2025 and 2024.

Previous wording

Net cash used in financing activities was $0.6 million and $1.1 million for the three months ended June 30, 2025 and 2024, respectively. 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. For the three months ended June 30, 2024, net cash used in financing activities was primarily for the repurchase of common stock of $2.0 million, payments of withholding tax on net issuance of restricted stock of $0.7 million, partially offset by the proceeds from stock option exercises of $1.6 million.

Current wording

Net cash used in financing activities was $1.5 million and $1.4 million for the six months ended September 30, 2025 and 2024, respectively. For the six months ended September 30, 2025, net cash used in financing activities was primarily for the repurchase of common stock of $1.0 million, payments of withholding tax on net issuance of restricted stock of $0.7 million, partially offset by the proceeds from stock option exercises of $0.2 million. For the six months ended September 30, 2024, net cash used in financing activities was primarily for the repurchase of common stock of $2.0 million, payments of withholding tax on net issuance of restricted stock of $1.4 million, partially offset by the proceeds from stock option exercises of $2.0 million.

Previous wording

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 through January 31, 2029, which includes a three to ten-year lease extension for our corporate headquarters. We have also entered into multiple lease agreements for tower space related to our spectrum holdings. These lease expiration dates range from July 31, 2025 to June 26, 2032. Total estimated payments for these lease agreements are approximately $6.0 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us). We also have an obligation to clear the tower site locations, for which we recorded an asset retirement obligation (the “ARO”). Total estimated payments as a result of the ARO is approximately $0.5 million. In addition to the lease payments and ARO for our tower site locations, we entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration. As of June 30, 2025, our total estimated future payments for these agreements with incumbents are approximately $44.2 million.

Current wording

We are obligated under certain lease agreements for office space with lease terms expiring on various dates from June 30, 2027 through January 31, 2029, which includes a three to ten-year lease extension for our corporate headquarters. We have also entered into multiple lease agreements for tower space related to our spectrum holdings. These lease expiration dates range from October 31, 2025 to June 26, 2032. Total estimated payments for these lease agreements are approximately $5.5 million (exclusive of real estate taxes, utilities, maintenance and other costs borne by us). We also have an obligation to clear the tower site locations, for which we recorded an asset retirement obligation (the “ARO”). Total estimated payments as a result of the ARO is approximately $0.2 million. In addition to the lease payments and ARO for our tower site locations, we entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration. As of September 30, 2025, our total estimated future payments for these agreements with incumbents are approximately $37.9 million.

Previous wording

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 $67.1 million in deferred revenue in connection with the prepayments received as of June 30, 2025. We commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first quarter of fiscal year 2024 and will continue through 2029. As of 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 performed to date.

Current wording

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 $70.9 million in deferred revenue in connection with the prepayments received as of September 30, 2025. We commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first quarter of fiscal year 2024 and will continue through 2029. As of September 30, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $64.1 million, reflecting a reduction in liability due to the obligations performed to date.

Previous wording

In June 2025, we entered into an agreement to retune and acquire wireless licenses for a total of $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 the Company has performed any obligations under the agreement, our 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.

Current wording

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 the Company has performed any obligations under the agreement, our liability and remaining obligations will extend only to the remaining obligations. As of September 30, 2025, the maximum potential liability of future undiscounted payments under this agreement is approximately $22.5 million.

Previous wording

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, we had no excise tax expense. For the three months ended June 30, 2024, excise tax expense was approximately $0.1 million.

Current wording

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 six months ended September 30, 2025, we had no excise tax expense. For the six months ended September 30, 2024, excise tax expense was approximately $0.1 million.

Previous wording

The following table presents the share repurchase activity for the three months ended June 30, 2025 and 2024 (in thousands, except per share data):

Current wording

The following table presents the share repurchase activity for the three and six months ended September 30, 2025 and 2024 (in thousands, except per share data):

Previous wording

As of June 30, 2025, $227.7 million is remaining under the 2023 Share Repurchase Program.

Current wording

As of September 30, 2025, $226.7 million is remaining under the 2023 Share Repurchase Program.