Anterix Inc. (ATEX) 2023年年度報告「NASDAQ」.pdf

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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_ FORM 10-K _(Mark one)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended March 31,2023 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1

2、934For the transition period from to Commission file number:001-36827 _Anterix Inc.(Exact name of registrant as specified in its charter)_Delaware 33-0745043(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)3 Garret Mountain Plaza 07424Suite 401Woodland P

3、ark,New Jersey(Address of principal executive offices)(Zip Code)(973)771-0300(Registrants telephone number,including area code)_Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading symbolName of each exchange on which registeredCommon Stock,$0.0001 par valueATEXThe Na

4、sdaq Stock Market LLC(Nasdaq Capital Market)Securities registered pursuant to Section 12(g)of the Act:None.Indicate by check mark if the registrant is a well-known seasoned issuer,as defined Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file report

5、s pursuant to Section 13 or Section 15(d)of the Act.Yes No 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 require

6、d to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes NoIndicate 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

7、the preceding 12 months(or for such shorter period that the registrant was required to submit such files).Yes NoIndicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smaller reporting company,or an emerging growth company.See the defi

8、nitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by

9、 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.Indicate by check mark whether the registrant has filed a report on the attestation to its ma

10、nagements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,

11、indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-b

12、ased compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes NoThe aggregate market value of the registrants voti

13、ng common and non-voting stock held by non-affiliates of the registrant based on the closing stock price of its common stock on the Nasdaq Capital Market on September 30,2022(the last business day of its most recently completed second fiscal quarter)was$476,669,934.For purposes of this computation o

14、nly,all executive officers,directors and 10%or greater stockholders have been deemed affiliates of the registrant.As of June 09,2023,19,042,634 shares of the registrants common stock were outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants definitive proxy statement to be file

15、d with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the registrants 2023 Annual Meeting of Stockholders,which will be filed subsequent to the date hereof,are incorporated by reference into Part III of this Form 10-K where indicated.Such definitive proxy statem

16、ent will be filed with the Securities and Exchange Commission no later than 120 days following the end of the registrants fiscal year ended March 31,2023.Anterix Inc.FORM 10-KFor the fiscal year ended March 31,2023 TABLE OF CONTENTS PART I.Item 1.Business3Item 1A.Risk Factors17Item 1B.Unresolved Sta

17、ff Comments29Item 2.Properties29Item 3.Legal Proceedings29Item 4.Mine Safety Disclosures29PART II.Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities30Item 6.Reserved31Item 7.Managements Discussion and Analysis of Financial Condition and

18、Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk39Item 8.Financial Statements and Supplementary Data40Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure40Item 9A.Controls and Procedures40Item 9B.Other Information41Item

19、 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections41PART III.Item 10.Directors,Executive Officers and Corporate Governance42Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters42Item 13.Certain Rel

20、ationships and Related Transactions,and Director Independence42Item 14.Principal Accountant Fees and Services42PART IV.Item 15.Exhibit and Financial Statement Schedules43Item 16.Form 10-K Summary45SIGNATURES46This page intentionally left blank Glossary of Selected TermsUnless otherwise noted or indi

21、cated by context,the following selected terms used in this Annual Report on Form 10-K have the following meanings:4G:4th generation of long-term evolution of radio system architecture.5G:5th generation of long-term evolution of radio system architecture.240 Channels:Equals 6 MHz of 900 MHz spectrum

22、whether the individual 25 kHz channels are scattered throughout the 5 x 5 or 10 MHz 900 MHz band or are contained within the contiguous 3 x 3 or 6 MHz broadband segment created by the Report and Order.3 x 3 or 6 MHz:The broadband segment of the 900 MHz band(897.5-900.5/936.5-939.5)is authorized for

23、a total of 6 MHz of spectrum,with 3 MHz designated for uplink transmissions and 3 MHz for downlink transmissions.5 x 5 or 10 MHz:The 900 MHz band(896-901/935-940)is authorized for a total of 10 MHz of spectrum,with 5 MHz designated for uplink transmissions and 5 MHz for downlink transmissions.600 MH

24、z Auction:The Federal Communications Commissions(the“FCC”)2016“incentive auction”in which licensees of television broadcast channels were incentivized to relinquish their spectrum for defined payments so the spectrum could be repurposed for licensed wireless services.900 MHz:The 900 MHz band frequen

25、cy ranges between 896-901/935-940.900 MHz Broadband Spectrum:The 900 MHz band authorized for broadband(897.5-900.5/936.5-939.5).Anti-Windfall Payment:A payment to the U.S.Treasury from a 900 MHz broadband applicant for any full or fractional MHz less than six MHz if the applicant relinquishes less t

26、han 6 MHz(or 240 channels)of spectrum with the amount of the payment based on the per MHz-pop 600 MHz Auction prices for the Partial Economic Area in which the county applied for by the broadband applicant is included.B/ILT:Systems operated by,or spectrum licensed for,private land mobile use by busi

27、ness users.Complex System:As defined in the Report and Order,a Covered Incumbents system that consisted of 45 or more functionally integrated sites as of August 17,2020,when the new rules became effective.Covered Incumbent:Any 900 MHz site-based licensee in the broadband segment that is required und

28、er section 90.621(b)to be protected by a broadband licensee with a base station at any location within the county,or any 900 MHz geographic-based SMR licensee in the broadband segment whose license area completely or partially overlaps the county.Eligibility Certification:A document certified by an

29、independent third party approved by the FCC as part of the broadband application that lists the licenses the applicant holds in the 900 MHz band to demonstrate that it holds the licenses for more than 50%of the total licensed 900 MHz spectrum for the relevant county,including credit for spectrum inc

30、luded in an application to acquire any covered incumbents filed on or after March 14,2019(i.e.,the 50%Licensed Spectrum Test)and to demonstrate that is holds the licenses for more than 90%of the total licensed 900 MHz spectrum in the broadband segment in a particular county and within 70 miles of th

31、e countys boundaries,including credit for spectrum included in a contract to acquire,relocate or protect any covered incumbents or application filed on or after March 14,2019(i.e.,the 90%Broadband Spectrum Test).FCC:The Federal Communications Commission,an independent U.S.government agency overseen

32、by Congress,is the United States primary authority for communications law,regulation and technological innovation.The FCC regulates interstate and international communications by radio,television,wire,satellite and cable in all 50 states,the District of Columbia and U.S.territories.Licensed Channel:

33、Any of the 399 25 kHz narrowband 900 MHz channels for which the FCC has issued a license to an entity.Some channels in the 900 MHz band remain in the FCC inventory.Mandatory Retuning:A process by which a broadband licensee can mandatorily relocate a Covered Incumbent to channels outside of the broad

34、band segment if the replacement channels provide comparable facilities to the Covered Incumbents existing system and the broadband applicant pays all reasonable retuning costs.MTA:Major Trading Area;service areas based on the Rand McNally 1992 Commercial Atlas&Marketing Guide,that define 900 MHz SMR

35、 geographic licenses.Narrowband Channel:A 900 MHz 25 kHz bandwidth channel.PLTE:A private long-term evolution wireless network that is deployed and controlled specifically for the benefit of one organization.Only users authorized by that organization have access to the network.The organization deter

36、mines coverage,network performance,access and priority,the appropriate service level required for operations,and specific cyber and physical security specifications and policies required for the network.Retuning:Modifying a Covered Incumbents narrowband system to operate on channels outside the broa

37、dband segment established by the Report and Order.Swapping:Exchanging narrowband channels outside the broadband segment for the broadband segment channels held by a Covered Incumbent.Transition Plan:A document filed as part of the broadband application that demonstrates that the applicant holds or h

38、as agreements to acquire,relocate or protect at least 90%of the licensed channels in the Broadband Segment of Covered Incumbents in or within 70 miles of the county(i.e.,the 90%Broadband Segment Test).Integrated Platform:A cloud-based 4G/5G core,enabling greater resilience and enhanced services betw

39、een participating networks,including mutual aid,cybersecurity,shared infrastructure,and integration of distributed energy sources.CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSVarious statements contained in this Annual Report on Form 10-K(the“Annual Report”),including those that express

40、 a belief,expectation,or intention,as well as those that are not statements of historical fact,are forward-looking statements.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,”“

41、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 outcome

42、s,which are intended to identify forward-looking statements,although not all forward-looking statements contain these identifying words.We have based these forward-looking statements on our current expectations,guidance and projections and related assumptions,about future events and financial trends

43、.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 be

44、yond 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 qualify for and obtain

45、broadband licenses from the FCC in accordance with the requirements of the Report and Order approved by the FCC on May 13,2020(the“Report and Order”);our ability to successfully commercialize our spectrum assets to our targeted utility and critical infrastructure customers on a timely basis and on c

46、ommercially favorable terms,including our ability to monetize our spectrum on financial terms consistent with our business plan and assumptions;our ability to correctly estimate our cash receipts,revenues and operating expenses and our future financial needs;our ability to achieve our operating and

47、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 the need to raise additi

48、onal capital through the issuance of stock or debt securities;the extent and duration of the impact of macroeconomic pressures,including but not limited to pandemics,inflation,regulatory and policy changes,and geopolitical matters,on our business and on our potential customers businesses;our ability

49、 to retune or relocate Covered Incumbents in a timely manner and on commercially reasonable terms,or at all;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

50、 a timely basis and on commercially reasonable terms;whether federal and state agencies and commissions will support 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;government

51、regulations or actions taken by governmental bodies could adversely affect 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;our ability to successfully compete against th

52、e third parties who offer spectrum and communication technologies,products and solutions to our targeted customers;our ability to retain executive officers and key personnel and attract,retain and motivate qualified talent;our ability to successfully manage our planned growth;the ability to develop

53、and sustain a robust market for our common stock;factors that may cause our common stock price to be volatile or cause the value of our common stock to decline;the expected timing and amount of purchases and the related impact to our common stock relating to our share repurchase program;andhow the c

54、oncentrated ownership of our common stock may limit stockholders ability to influence corporate matters.These and other important factors,including those discussed under“Item 1.Business,”“Item 1A.Risk Factors”and“Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operat

55、ions”within this Annual Report may cause our actual results,performance or achievements to differ materially from any future results,performance or achievements expressed or implied by these forward-looking statements.Therefore,you are cautioned not to place undue reliance on such statements.Further

56、,any forward-looking statement speaks only as of the date on which it is made,and except to the extent required by applicable law,we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occu

57、rrence of unanticipated events,whether as a result of new information,future events or otherwise.Page 1SUMMARY OF RISK FACTORSWe have prepared the following summary of the principal risks to our business and the risks associated with ownership of our common stock.This summary does not address all of

58、 the risks that we face.We encourage you to carefully review the full risk factors contained in this Annual Report in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky.These risks and uncertainties include,but are

59、not limited to,the following:our plans to commercialize our 900 MHz spectrum assets depend on our ability to qualify for and obtain broadband licenses from the FCC in accordance with the requirements of the Report and Order;the clearing process established by the FCC in the Report and Order,which ex

60、empts Complex Systems from mandatory retuning,may not allow us to retune or relocate some incumbents in a timely manner and on commercially reasonable terms,or at all;we may not be able to qualify for and utilize the Mandatory Retuning process established by the Report and Order to clear incumbents;

61、we may not be successful in commercializing our spectrum assets to our targeted utility and critical infrastructure customers,on a timely basis,on favorable terms or in accordance with our business plans and expectations;we are subject to contingencies and obligations under our commercial agreements

62、 with our customers,including the delivery of cleared spectrum and broadband licenses on a timely basis,and as a result,there is no assurance that we will receive payments from such customers in the amounts and on the timeline we currently expect,or that any payments we have received to date will no

63、t be subject to repayment,or that we will not be subject to contract claims,including rights of termination;we have limited operating history with our current business plan,which makes it difficult to evaluate our prospects and future financial results and our business activities,strategic approache

64、s and plans may not be successful;our initiatives with the federal and state agencies and commissions that regulate electric utilities may not be successful;we may not be able to maintain any broadband licenses that we own and/or obtain from the FCC;government regulations or actions taken by governm

65、ental bodies could adversely affect 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 value of our spectrum assets may fluctuate significantly based on supply and dema

66、nd,as well as technical and regulatory changes;we may not generate funds through our commercialization operations as planned or correctly estimate our operating expenses or future revenues,which could lead to cash shortfalls,and may prevent us from returning capital to our stockholders and require u

67、s to secure additional financing;our customers to date have preferred to prepay their license fees,resulting in operating cash flows that are significantly disproportionate to our revenue and legal restrictions may limit our ability to return capital to our stockholders;many of the third parties who

68、 offer spectrum and communication technologies,products and solutions to our targeted customers have existing long-term relationships with these targeted customers and have significantly more resources and greater political and regulatory influence than we do,and we may not be able to successfully c

69、ompete with these third parties;if we are unable to attract new customers,our results of operations and our business will be adversely affected;we have had net losses each year since our inception and may not achieve or maintain profitability in the future;we will need to retain our executive office

70、rs and key personnel and attract,retain and motivate qualified talent;we will need to continue to expand our organization and we may experience difficulties in managing this growth,which could disrupt our operations and financial results;there is no assurance that a robust market in our common stock

71、 will develop or be sustained;our common stock prices may be volatile which could cause the value of our common stock to decline;the expected timing and amount of purchases and the related impact to our common stock relating to our share repurchase program;concentration of ownership will limit our s

72、tockholders ability to influence corporate matters;andadverse market conditions,including as the result of wars and inflation,may adversely affect our business and our commercialization efforts.Page 2PART I.Item 1.Business OverviewAnterix Inc(“Anterix,”“we,”“our,”or the“Company”)is a wireless commun

73、ications company focused on commercializing our spectrum assets to enable our targeted utility and critical infrastructure customers to deploy private broadband networks and on offering innovative broadband solutions to the same target customers.We are the largest holder of licensed spectrum in the

74、900 MHz band(896-901/935-940 MHz)with nationwide coverage throughout the contiguous United States,Hawaii,Alaska and Puerto Rico.On May 13,2020,the FCC approved the Report and Order to modernize and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the

75、deployment of broadband networks,technologies and solutions.The Report and Order was published in the Federal Register on July 16,2020 and became effective on August 17,2020.We are now engaged in qualifying for and securing broadband licenses from the FCC.At the same time,we are pursuing opportuniti

76、es to monetize the broadband spectrum we secure to our targeted utility and critical infrastructure customers.Our Spectrum AssetsOur spectrum is our most valuable owned asset.We hold licenses nationwide,including approximately 50%of the 900 MHz band in the United States.However,where spectrum is the

77、 highest priced,top 20 metropolitan market areas in the United States which cover approximately 38%of the U.S.population,we hold on average more than 6 MHz worth of spectrum.We acquired the majority of our 900 MHz spectrum and certain related equipment from Sprint in September 2014.In the 900 MHz ba

78、nd,the FCC historically allocated approximately 10 MHz of spectrum,sub-divided into 40 10-channel blocks(for a total of 399 contiguous channels)alternating between blocks designated for the operation of Specialized Mobile Radio(“SMR”)commercial systems and blocks designated for B/ILT,with the FCCs r

79、ules also enabling B/ILT licenses to be converted to SMR use.Subsequently,the FCC conducted overlay auctions on the SMR designated blocks that awarded geographic-based licenses on an MTA basis while affording operational protection to incumbent,site-based licensees in those areas.Certain MTA license

80、s were not purchased at auction or have been returned to the FCC.In addition,the FCC never auctioned the 20 blocks of B/ILT spectrum in some parts of the United States,therefore no users acquired site-based licenses utilizing this spectrum.As a result,the FCC is currently holding over 20%of 900 MHz

81、narrowband spectrum in its inventory in most counties throughout the United States.Broadband licensesAs of March 31,2023 and 2022,we were granted by the FCC broadband licenses for 105 and 21 counties,respectively.As a result,we relinquished to the FCC our narrowband licenses and made the necessary A

82、nti-Windfall Payments for the same 105 and 21 counties,respectively,as required by the Report and Order.Our Business StrategyOur mission is to provide transformative broadband solutions for critical infrastructure industries and enterprises including private wireless connectivity on 900 MHz spectrum

83、 and next-generation communications platforms.We support digital transformations,infrastructure modernization,and cybersecurity strategies that will establish the new standard for performance and safety.Leveraging Anterix solutions,critical infrastructure customers can tackle their most impactful op

84、portunities,unlocking applications from analytics to automation to edge monitoring and artificial intelligence.Together with Anterix,customers can build solutions that will scale and evolve with business needs.To that end,we are pursuing a two-pronged strategy focused on:1)converting our nationwide

85、narrowband 900 MHz spectrum position into valuable broadband spectrum;and 2)offering long-term leasing of broadband spectrum or other creative solutions in complex system areas to monetize spectrum and platform services and solutions to utility and critical infrastructure enterprises nationwide.Conv

86、erting our Nationwide Narrowband 900 MHz Spectrum Position to BroadbandConverting our spectrum from narrowband to broadband licenses nationwide is a foundational component of our two-pronged strategy as it provides the underpinning for achieving our business strategy.To achieve this conversion,we ar

87、e focused on intentionally clearing incumbents out of the broadband license segment and obtaining broadband licenses in those counties(i)in which we have customer contracts,(ii)where we believe we have near-term commercial prospects,or(iii)may be strategically advantageous to achieve optimum costs f

88、or broadband licenses over time.Secure Broadband LicensesIn the Report and Order,the FCC chose to make counties the“base unit of measure”for calculating whether an entity is eligible to hold a broadband license.As a result of this decision and our extensive accumulated spectrum holdings,Anterixand o

89、nly Anterixis an essential party in every one of the nations 3,233 counties.And while we intend to continue to Page 3prioritize our spectrum transactions in areas where we have customer opportunities,we also plan to pursue spectrum transactions opportunistically to recognize a positive return on our

90、 investments in spectrum clearing costs.We have been proactive in this effort and to date have completed,and intend to continue to pursue,spectrum transactions to support our efforts to satisfy the broadband license eligibility requirements.Clear Covered IncumbentsWe have been proactive in our clear

91、ing efforts in preparation for the broadband licensing process.Our dedicated clearing teams are focused on negotiating agreements to move Covered Incumbents from the broadband segment of the 900 MHz spectrum band to the segments allocated for continued narrowband operations within the 900 MHz band o

92、r out of 900 MHz band entirely.Our team has worked with Covered Incumbents and negotiated and contracted approximately two-thirds of the transactions required to clear the licensed broadband segment channels.Deploying our Commercial Business OfferingWith the Report and Order issued,paving the way fo

93、r the deployment of broadband in the 900 MHz band,the second key prong of our strategy is establishing our commercial positioning and accelerating adoption of our principal commercial business offering.We are implementing this strategy through targeted outreach and education by our sales,marketing,b

94、usiness development,commercial sales operations and industry government affairs organizations,by participating in the Utilities Broadband Alliance(“UBBA”)along with other industry associations,and by attracting vendors to the Anterix Active Ecosystem Program(“AAEP”).UBBA membership currently include

95、s 30 electric utilities among its nearly 100 members.The AAEP includes participation of over 100 leading technology companies that provide deployment and application solutions for private broadband targeting our Nations electric grid innovators.We launched the AAEP to foster,strengthen,and expand th

96、e landscape of 900 MHz devices,services and solutions.Participation from the broad range of technology innovators will bring extensive value to utilities and other critical infrastructure providers who deploy PLTE.The primary intent of our business is to lease the broadband licenses we secure to cus

97、tomers for long term-leases(generally 20 years or longer)containing additional long-term renewal options.Based upon our analysis and discussions with current and potential customers to date,we are seeing strong and growing indications of demonstrated intent for PLTE networks using 900 MHz spectrum.T

98、o fulfill our business offering,we will be responsible for the costs of securing the broadband licenses from the FCC,including the costs of clearing and acquiring sufficient spectrum to meet the broadband requirements.By contrast,we expect that most of our customers will bear the costs of deploying

99、and operating their private broadband networks,technologies and solutions.And,beyond our principal commercial business offering,we are also exploring additional opportunities to offer electric utility companies additional value-added services to support their network deployments and operations.Accor

100、dingly,our approach to driving the second key prong of our strategy includes:1)advancing our potential customers through the pipeline by assisting them with their decisions and evaluation process of private wireless networks;2)encouraging federal and state agencies to support the investment and depl

101、oyment of PLTE solutions in the 900 MHz band by utilities and critical infrastructure companies;3)participating in demonstrations and tests with laboratories such as National Renewable Energy Lab(“NREL”)and National Institute of Standards and Technology(“NIST”)to validate the benefits of PLTE system

102、s;4)developing expanded value-added business offerings;5)enabling and growing the AAEP;6)participating in UBBA and other relevant industry associations to promote our solution;and 7)continually evaluating potential opportunities to expand the application of private wireless broadband networks built

103、on 900 MHz spectrum.Continue to Build the Customer PipelineOur sales and support teams are actively working with many of the largest Investor Owned Utilities(“IOU”).More specifically,these teams are working in coordination with representatives from our target customers,long-term evolution(“LTE”)infr

104、astructure vendors,end-user device manufacturers,system integrators and other technology companies in addition to responding to Requests for Information(“RFI”),Requests for Proposals(“RFP”)and requests to support technology trials related to using our 900 MHz spectrum for broadband services.To date,

105、there have been nine experimental licenses granted to IOUs or their subsidiaries(including Ameren Corporation(“Ameren”),Evergy,Inc.(“Evergy”),San Diego Gas&Electric Company,a subsidiary of Sempra Energy(“SDG&E”),and Xcel Energy Services Inc.(“Xcel Energy”),two experimental licenses to other utilitie

106、s and six experimental licenses to vendors and labs to showcase and promote 900 MHz broadband.Build Support with Federal and State AgenciesThe vast majority of our targeted critical infrastructure customers are highly regulated by both federal and state agencies.Electric utilities,for example,may be

107、 regulated by the Federal Energy Regulatory Commission,the Public Utilities Commissions within the states they serve and/or other state and municipal governance or regulatory bodies.Other agencies that guide utility regulations include the Department of Energy,the Department of Homeland Security,and

108、 NIST,as well as regional transmission organizations and independent system operators.We are working with each of these agencies to educate Page 4them about the security,reliability and priority access benefits that private broadband LTE networks,technologies and solutions can offer to utilities.We

109、are also working with a number of state agencies and commissions who regulate electric utilities and have a strong influence over electric utility investment decisions.Our goal with these state agencies and commissions is to ensure they have the right information and are properly educated on the imm

110、ense benefits of utility-scale private wireless broadband networks for end-use customers so they can confidently approve utilities to include the costs of leasing of our spectrum assets and deploying private broadband LTE networks,technologies and solutions into their respective rate making filings.

111、Utility control of communications for grid modernization programs enhances their ability to provide safe,secure,reliable and resilient electricity for the ratepayers.Broadband networks also support greater operating efficiencies,for example,as multiple narrowband networks are unified and combined in

112、to one network.When included in rate bases,utilities are permitted to recover costs and earn a customary rate of return on these prudent investments.Develop a Roadmap for Expanded ServicesThrough our day-to-day interactions with prospective utility and critical infrastructure customers,and our respo

113、nses and subsequent discussions related to RFIs and RFPs,we have identified additional areas of opportunity to support our current and prospective customers in the implementation and operation of PLTE networks.We are performing due diligence to determine how best to meet these customer needs,includi

114、ng using our internal expertise,collaborating with industry partners and working with specific service providers.Enable the Anterix Active Ecosystem with U.S.Band 8Our spectrum assets are located in the international 3GPP global standard Band 8 channel which is a frequency division duplex pair assig

115、ned to the 880-915/925-960 MHz spectrum bands.This pairing is aligned for use with both 4G and 5G technologies and is currently being utilized with commercial LTE and 5G broadband networks globally in Asia,Europe,and other parts of the world.Our efforts are ongoing to facilitate continued adoption o

116、f 900 MHz Band 8 radio access network equipment and end-user devices in the U.S.by working with chipmakers and module and device vendors to help ensure that customers who employ 900MHz for PLTE have timely access to 3GPP standards-compliant Band 8 devices that meet the technical operating specificat

117、ions established in the FCCs Report and Order.We also worked with an FCC certification testing lab to develop testing protocols to enable quick certification of Band 8 devices for use in the United States.The benefit of working with a global standard is that many existing devices,network components,

118、and solutions are well suited for the working environment of our targeted critical infrastructure and enterprise customers.Global standards also provide a long-term evolution path for the technology chosen by our customers including forward and backward compatibility.Identify and Evaluate New Opport

119、unities for Our SpectrumThe wireless communications industry is highly competitive and subject to rapid regulatory,technological and market changes.A key part of our business strategy is to continually monitor changes in the wireless industry and to evaluate how these changes could enable us to maxi

120、mize the value of our spectrum assets.Additionally,although we are initially focusing on the electric utility industry,we have identified other customer groups,including ports,railroads,water,oil and gas facilities,and mining operations,where we believe there is both customer demand and a good fit f

121、or the private wireless broadband networks,technologies,and solutions that our spectrum assets could support.As proof of the potential demand for and value of our spectrum assets,two recent FCC spectrum auctions exceeded consensus valuation estimates and brought in the first and third highest auctio

122、n proceeds ever for the U.S.Treasury,which we believe demonstrates the continued demand for licensed broadband spectrum.Our Broadband Market OpportunityWe have currently identified utility and critical infrastructure enterprises as the primary customers for our current and future broadband spectrum

123、assets.We have identified the electric utility industry as our initial focused customer group.We believe that security,priority access,latency,redundancy,private ownership,control and unique coverage requirements are just some of the reasons utility and critical infrastructure enterprises would be i

124、nterested in obtaining rights to deploy the private wireless broadband networks,technologies and solutions that can be enabled through use of our licensed spectrum.The electric utility industry is undergoing a fundamental transformation.Grid modernization efforts and the drive to reduce carbon emiss

125、ions have disrupted the need for utilities to build new large-scale,centralized facilities.Today,power is generated by smaller,more geographically distributed facilities that can switch from a power producer to a recipient of power generated by a variety of other disparate sources,including wind and

126、 solar installations.Grid architecture must now accommodate end-users that are both generators and consumers,converting back and forth rapidly and carrying power in both directions,something the existing grid was not originally designed to handle.Technological advancements have produced sensors and

127、smart devices to enable the new two-way grid and offer operators the ability to control and run the grid efficiently,safely and reliably.Wireless communication networks,technologies and solutions can help utilities move the large volumes of data generated by these sensors and smart devices to their

128、control systems for decision making,analytics and responsiveness to Page 5market demand and emergencies.The legacy communications systems utilized by many utilities have increasing interference and/or higher cyber threats,are not designed to handle this new data load,are inefficient and costly to ma

129、intain,and,in many cases,have associated equipment that is approaching end of life.Our targeted customers have historically built,maintained and operated communication networks,including private Land Mobile Radio(“LMR”)networks and supervisory control and data acquisition(“SCADA”)networks on narrowb

130、and frequencies licensed exclusively to them by the FCC.Based on our discussions with these targeted customers,these entities commonly express their desire to retain the positive elements of their aging LMR and SCADA networks,namely private ownership,tight control and custom features(such as special

131、ized coverage and priority access),while adding the benefits of broadband and other advanced technologies(such as solving a broader set of use cases,including high-speed data transmission,video services and economies of scale).However,due to the general unavailability of low band spectrum(i.e.,below

132、 1 GHz),these entities have had limited opportunities to license or acquire the spectrum required to deploy cost-effective wireless broadband or other advanced technologies.In contrast to legacy systems,the wireless broadband networks,technologies and solutions that can be deployed utilizing our spe

133、ctrum assets can address the communication demands of the modern grid,both now and in the future.Our licensed 900 MHz Broadband Spectrum offers the assurance of absolute control over access to and use of that spectrum,allowing our spectrum to be utilized to provide customers with guaranteed levels o

134、f service and the ability for customers to prescribe and enforce purpose-built“rules of the road”for the provision of those services.Our spectrum assets can also serve as the foundational element to allow customers to implement LTE capabilities and evolve to 5G when there is a need.Recent FCC action

135、s,including various auctions,have created significant opportunities for blocks of shared,unlicensed spectrum and/or licensed spectrum in the mid and high spectrum bands.The additional shared,unlicensed spectrum and/or licensed spectrum can enable future 5G networks,technologies and solutions.While w

136、e intend to build our existing and future business strategies around our 900 MHz licensed spectrum,the ability for our critical infrastructure and enterprise customers to combine our licensed 900 MHz spectrum with additional spectrum in one or more licensed,shared and/or unlicensed bands can provide

137、 them with an advantageous solution.Business Development We have invested in building our business development,sales,marketing and other supporting teams,which include both external and internal resources,to help foster our evolving customer relationships in furtherance of growing and maturing our p

138、ipeline.Since the FCCs issuance of the Report and Order,our sales and marketing efforts have been focused on pursuing spectrum lease arrangements and introducing our integrated platform solutions to our targeted utility and critical infrastructure customers.Our business development,sales and marketi

139、ng organizations exercise the following three key methods to grow and mature our pipeline:(i)direct account-based sales and marketing efforts to our targeted customers;(ii)regulatory outreach and support;and(iii)industry trade organization collaboration.These efforts are enhanced with sales and mark

140、eting partnerships with a variety of third parties,such as integrators and technology and equipment vendors,with whom we will seek active promotion of our broadband spectrum assets and support for our broadband spectrum assets with their products,technologies,solutions and services.Additionally,our

141、senior executives,engineering,technology,commercial sales operations and marketing teams support our sales efforts through presentations,branded participation through sponsorships and speaking engagements at major trade events,associations and organizations,customer meetings,collateral,and product d

142、emonstrations to expand our reach and brand awareness.Long-Term Leases of 900 MHz Broadband SpectrumAmeren AgreementsIn December 2020,we entered into our first long-term 900 MHz Broadband Spectrum lease agreements(the“Ameren Agreements”)covering Amerens service territories.The Ameren Agreements will

143、 enable Ameren to deploy a PLTE network in its service territories in Missouri and Illinois,covering approximately 7.5 million people.Each Ameren Agreement is for an initial term of 30 years with a 10-year renewal option for an additional payment.In August 2021,the FCC granted the first 900 MHz broa

144、dband licenses to us for several counties in Amerens service territory,for which the Ameren Agreements were also subsequently approved by the FCC.The scheduled prepayments for the 30-year initial terms of the Ameren Agreements total$47.7 million,of which$0.3 million we received in February 2021,$5.4

145、 million in September 2021 and$17.2 million in October 2021.The prepayments received to date encompass the initial upfront payment(s)due upon signing of the Ameren Agreements and payments for delivery of the relevant 1.4 x 1.4 cleared spectrum in several metropolitan counties throughout Missouri and

146、 Illinois,in accordance with the terms of the Ameren Agreements.The remaining prepayments of$24.8 million,excluding potential penalties,for the 30-year initial term are due by mid-2026,per the terms of the Ameren Agreements and as we deliver the relevant cleared 900 MHz Broadband Spectrum and the as

147、sociated broadband licenses.The Ameren Agreements are subject to customary provisions regarding remedies for non-delivery,including refund of amounts paid and termination rights if we fail to perform our contractual obligations,including failure to deliver the relevant cleared 900 MHz Broadband Page

148、 6Spectrum in accordance with the terms of the Ameren Agreements.We are working with incumbents to clear the 900 MHz Broadband Spectrum allocation in Amerens service territory.In accordance with ASC 606 Revenue from Contracts with Customers,the payments of prepaid fees under the Ameren Agreements wi

149、ll be accounted for as deferred revenue on our Consolidated Balance Sheets.Revenue will be recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband licenses are delivered by respective county,over the contractual term of approximatel

150、y 30-years.The following table represents the contractual delivery milestones under the Ameren Agreements and the allocated value ascribed for each term of the milestone.AmerenMilestoneTotal allocated value(in millions)*Start of revenue recognition*Term*Upfront deposit$0.3 Q3 FY2230 yearsMilestone 1

151、 1.7 Q3 FY223 yearsMilestone 2 21.0 Q1 FY2527 yearsMilestone 3 1.9 Q1 FY2527 yearsMilestone 4 22.8 Q1 FY2725 years*Total allocated value is subject to change based on final delivery date of the broadband licenses for the associated milestone,which may include penalties associated with delayed delive

152、ries.*Revenue recognition occurs upon delivery of broadband licenses for the associated milestone,which may differ from the estimates noted above.Term is calculated based on the expected delivery date,which correlates to the period of time the revenue will be recognized for the associated milestone.

153、Evergy AgreementIn September 2021,we entered into a long-term lease agreement of 900 MHz Broadband Spectrum with Evergy,(the“Evergy Agreement”).The Evergy service territories covered by the Evergy Agreement are in Kansas and Missouri with a population of approximately 3.9 million people.The Evergy A

154、greement is for an initial term of 20 years with two 10-year renewal options for additional payments.Prepayment in full of the$30.2 million for the 20-year initial term,which was due and payable within thirty(30)days after execution of the Evergy Agreement,was received by us in October 2021.The Ever

155、gy Agreement is subject to customary provisions regarding remedies for non-delivery,including refund of amounts paid and termination rights if we fail to perform our contractual obligations,including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of t

156、he Evergy Agreement.We are working with incumbents to clear the 900 MHz Broadband Spectrum allocation covered by the Evergy Agreement.In accordance with ASC 606 Revenue from Contracts with Customers,the payments of prepaid fees under the Evergy Agreement will be accounted for as deferred revenue on

157、our Consolidated Balance Sheets.Revenue will be recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband licenses are delivered by respective county,over the contractual term of approximately 20-years.The following table represents t

158、he contractual delivery milestones under the Evergy Agreement and the allocated value ascribed for each term of the milestone.EvergyMilestoneTotal allocated value(in millions)*Start of revenue recognition*Term*Milestone 1$0.9 Q2 FY231 yearMilestone 2 29.3 Q2 FY2419 years*Total allocated value is sub

159、ject to change based on final delivery date of the broadband licenses for the associated milestone,which may include penalties associated with delayed deliveries.*Revenue recognition occurs upon delivery of broadband licenses for the associated milestone which may differ from the estimates noted abo

160、ve.Term is calculated based on the expected delivery date,which correlates to the period of time the revenue is expected to be recognized for the associated milestone.Xcel Energy AgreementIn October 2022,we entered into an agreement with Xcel Energy providing Xcel Energy dedicated long-term usage of

161、 our 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energys service territory in eight states(the“Xcel Page 7Energy Agreement”)including Colorado,Michigan,Minnesota,New Mexico,North Dakota,South Dakota,Texas and Wisconsin.The Xcel Energy Agreement also provides Xcel Energy an opti

162、on to extend the agreement for two 10-year terms for additional payments.The Xcel Energy Agreement allows Xcel Energy to deploy a PLTE network to support its grid modernization initiatives for the benefit of its approximately 3.7 million electricity customers and 2.1 million natural gas customers.Th

163、e scheduled prepayments for the 20-year initial term of the Xcel Energy Agreement total$80.0 million,of which$8.0 million was received in December 2022.The Xcel Energy Agreement is subject to customary provisions regarding remedies for non-delivery,including refund of amounts paid and termination ri

164、ghts if we fail to perform our contractual obligations,including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Xcel Energy Agreement.The remaining prepayments for the 20-year initial term are due by mid-2028,per the terms of the Xcel Energy Ag

165、reement and as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses.We are working with incumbents to clear the 900 MHz Broadband Spectrum allocation in Xcel Energy service territories.In accordance with ASC 606 Revenue from Contracts with Customers,the pa

166、yments of prepaid fees under the Xcel Energy Agreement will be accounted for as deferred revenue on our Consolidated Balance Sheets.Revenue will be recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband licenses are delivered by re

167、spective county,over the contractual term of approximately 20 years.The following table represents the contractual delivery milestones under the Xcel Energy Agreement and the allocated value ascribed for each term of the milestone.Xcel EnergyMilestoneTotal allocated value(in millions)*Start of reven

168、ue recognition*Term*Milestone 1$36.5 Q2 FY2420 yearsMilestone 2 16.7 Q4 FY2420 yearsMilestone 3 10.9 Q1 FY2519 yearsMilestone 4 8.9 Q2 FY2618 yearsMilestone 5 7.0 Q2 FY2915 years*Total allocated value is subject to change based on final delivery date of the broadband licenses for the associated mile

169、stone,which may include penalties associated with delayed deliveries.*Revenue recognition occurs upon delivery of broadband licenses for the associated milestone which may differ from the estimates noted above.Term is calculated based on the expected delivery date,which correlates to the period of t

170、ime the revenue is expected to be recognized for the associated milestone.Sales of 900 MHz Broadband SpectrumSDG&E AgreementIn February 2021,we entered into an agreement with SDG&E to sell 900 MHz Broadband Spectrum throughout SDG&Es California service territory,including San Diego and Imperial Coun

171、ties and portions of Orange County(the“SDG&E Agreement”)for a total payment of$50.0 million.The SDG&E Agreement will support SDG&Es deployment of a PLTE network for its California service territory,with a population of approximately 3.6 million people.As part of the SDG&E Agreement,SDG&E and Anterix

172、 are collaborating to accelerate the utility industry momentum for private networks.The SDG&E Agreement includes the assignment of 6 MHz of 900 MHz Broadband Spectrum,936.5 939.5 MHz paired with 897.5 900.5 MHz,within SDG&Es service territory following the FCCs issuance of the broadband licenses to

173、us.We commenced delivery to SDG&E of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses by county in the fiscal year ended 2023(“Fiscal 2023”)and delivery is scheduled for completion before the end of fiscal year 2024.The total payment of$50.0 million is comprised of an in

174、itial payment of$20.0 million,received in February 2021 and the remaining$30.0 million payment,which is due through fiscal year 2024 as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E.In September 2022,we delivered to SDG&E 1.4 x 1.4 cleared

175、900 MHz Broadband Spectrum and the associated broadband license related to Imperial County and received a milestone payment of$0.2 million.The SDG&E Agreement is subject to customary provisions regarding remedies for non-delivery,including refund of amounts paid and termination rights if Anterix fai

176、ls to perform its contractual obligations,including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the SDG&E Agreement.A gain or loss on the sale of spectrum will be recognized for each county once we deliver the cleared 900 MHz Broadband Spectrum

177、and the associated broadband licenses to SDG&E in full.Page 8LCRA AgreementIn April 2023,we entered into an agreement with Lower Colorado River Authority(“LCRA”)to sell 900 MHz Broadband Spectrum covering 68 counties and more than 30 cities in LCRAs wholesale electric,transmission,and water service

178、area(the“LCRA Agreement”)for total payments of$30.0 million plus the contribution of select LCRA 900 MHz narrowband spectrum.The LCRA Agreement will support LCRAs deployment of a PLTE network which will provide a host of capabilities including grid awareness,communications and operational intelligen

179、ce that will enhance resilience and spur innovation at LCRA.The new licenses will enable LCRA to move from narrowband to next generation broadband and provide mission-critical data and voice services within LCRA and to more than 100 external customers such as electric cooperatives,schools and transi

180、t authorities across more than 73,000 square miles.The payment of$30.0 million is due through fiscal year 2026 as we deliver the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to LCRA.The LCRA Agreement is subject to customary provisions regarding remedies for non-

181、delivery,including refund of amounts paid and termination rights if Anterix fails to perform its contractual obligations,including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the LCRA Agreement.A gain or loss on the sale of spectrum will be reco

182、gnized for each county once we deliver the cleared 900 MHz Broadband Spectrum and the associated broadband licenses to LCRA in full.Motorola LeaseIn 2014,we entered into an agreement with Motorola(the“2014 Motorola Spectrum Agreement”)to lease a portion of our 900 MHz licenses in exchange for an upf

183、ront,fully paid lease fee of$7.5 million and a$10 million investment in our subsidiary,PDV Spectrum Holding Company,LLC(the“Subsidiary”),which we formed to hold our 900 MHz spectrum licenses.Motorolas investment in the Subsidiary was convertible,at the option of either party,into shares of our commo

184、n stock at a price equal to$20.00 per share(the“Conversion Right”).In May 2022,Motorola exercised its Conversion Right,and we issued Motorola 500,000 shares of our common stock(the“Shares”)in conversion of Motorolas ownership of 500,000 Class B Units(the“Units”)in our Subsidiary.In June 2022,we file

185、d a Registration Statement on Form S-3(File No.333-265930)to register the 500,000 shares of our common stock held by Motorola for resale or other disposition by Motorola(the“Resale Registration Statement”).The Resale Registration Statement was declared effective by the SEC on July 15,2022.Motorola i

186、s not entitled to any profits,dividends,or other distribution from the operations of the Subsidiary.Under the terms of this lease agreement with Motorola,Motorola can use the leased channels to provide narrowband services to certain qualified end-users.The end-users can only use the leased channels

187、for their internal communication purposes.The end-users cannot sublease the channels to any other end-users or any commercial radio system operations or carriers.The lease agreement limits the total number of channels that Motorola can lease in any market area.The lease agreement provides us with fl

188、exibility regarding the future use and management of our spectrum,including relocation and repurposing policies designed to facilitate any necessary realignment of frequencies that may be associated with our efforts to clear spectrum for broadband uses.CompetitionOur competitors include retail wirel

189、ess network providers,such as Verizon,AT&T,T-Mobile,Dish and UScellular,private radio operators and other public and private companies who own spectrum,supply communication networks,technologies,products and solutions to our targeted utility and critical infrastructure enterprises.Many of these comp

190、etitors have a long track record of providing technologies,products and solutions to our targeted customers and have greater political and regulatory influence than we do.In addition,many of our competitors have more resources,substantially greater product development and marketing budgets,greater n

191、ame and brand recognition,a significantly greater base of customers in which to spread their operating costs and more financial and personnel resources than we do.All of these factors could prevent,delay or increase the costs of commercializing the broadband licenses we secure to our targeted custom

192、ers.In addition,these and other competitors have developed or may develop services,technologies,products and solutions that directly compete with the broadband networks,technologies,products and solutions that can be deployed with our spectrum assets.If competitors offer services,technologies,produc

193、ts and solutions to our targeted customers at prices and terms that make the licensing of our spectrum assets unattractive,we may be unable to attract customers at prices or on terms that would be favorable,or at all,which could have an adverse effect on our financial results and prospects.Further,t

194、he FCC and other federal,state and local governmental authorities could adopt new regulations or take actions,including making additional spectrum available that can be utilized by our targeted customers,which could harm our ability to license our spectrum assets.For example,the federal government c

195、reated and funded the First Responder Network Authority(“FRNA”),which the federal government authorized to help accomplish,fund,and oversee the deployment of a dedicated Nationwide Public Safety Broadband Network(“NPSBN”),which is marketed as“FirstNet.”The NPSBN is an additional source of competitio

196、n to utilizing our 900 MHz spectrum assets by our targeted utility and critical infrastructure enterprises.Page 9Our Historical FCC InitiativesJoint PetitionWhile our current licensed spectrum can support narrowband and wideband wireless services,the most significant business opportunities we identi

197、fied require contiguous spectrum that allows for greater bandwidth than allowed by the original configuration of the 900 MHz band.In November 2014,in conjunction with the Enterprise Wireless Alliance(“EWA”),we submitted a Joint Petition for Rulemaking(the“Joint Petition”)to the FCC proposing a reali

198、gnment of a portion of the 900 MHz band to create a 6 MHz broadband segment,while retaining 4 MHz for continued narrowband operations.In May 2015,we and the EWA filed proposed rules with the FCC related to our Joint Petition recommending procedural and technical operating parameters and processes re

199、lated to the administration and technical sequencing of the proposed realignment of the 900 MHz band.Our proposed rules included the requirement for the broadband operator to provide comparable facilities to incumbent licensees,to pay the costs of their realignment and to utilize available filtering

200、 technologies to protect incumbents adjacent to the proposed broadband portion of the 900 MHz band.Notice of InquiryIn August 2017,the FCC issued a Notice of Inquiry(“NOI”)announcing that it had commenced a proceeding to examine whether it would be in the public interest to change the existing rules

201、 governing the 900 MHz band to increase access to spectrum,improve spectrum efficiency and expand flexibility for a variety of potential uses and applications,including broadband and other advanced technologies and services.We and EWA filed a joint response to the FCCs NOI in October 2017 and submit

202、ted reply comments in November 2017.Notice of Proposed RulemakingOn March 14,2019,the FCC unanimously adopted a Notice of Proposed Rulemaking(“NPRM”)endorsing our objective of creating a broadband opportunity in the 900 MHz band for critical infrastructure and other enterprise users.In the NPRM,the

203、FCC set to determine(i)what mechanism and requirements should be imposed before a broadband applicant can acquire the FCCs inventory of spectrum,including how to mitigate a windfall that might be attributed to the broadband applicant by the FCCs action;(ii)what mechanism should be used to enable the

204、 broadband applicant to clear sufficient spectrum to qualify for a broadband license,including how to prevent potential holdouts;(iii)what size systems being operated by incumbents should be deemed to be“Complex Systems”and exempt from any Mandatory Retuning requirements;and(v)what approaches,includ

205、ing potential overlay auctions,should be used in counties where the broadband segment cannot be cleared of incumbents.We filed our comments to the NPRM in June 2019 and submitted reply comments in July 2019.The 900 MHz Report and OrderOn May 13,2020,the FCC approved the Report and Order to modernize

206、 and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the deployment of broadband networks,technologies and solutions.In the Report and Order,the FCC reconfigured the 900 MHz band to create a 6 MHz broadband segment(240 channels)and two narrowband seg

207、ments,consisting of a 3 MHz narrowband segment(120 channels)and a 1 MHz narrowband segment(39 channels).FIGURE I below illustrates the FCC realignment as outlined in the Report and Order.FIGURE IPage 10The Role of the CountyUnder the Report and Order,the FCC established the“county”as the base unit o

208、f measure in determining whether a broadband applicant is eligible to secure a broadband license.There are 3,233 counties in the United States,including Puerto Rico and other U.S.territories.Broadband License Eligibility RequirementsThe Report and Order establishes three eligibility requirements to

209、obtain broadband licenses in a county,which we refer to herein as(i)the“50%Licensed Spectrum Test,”(ii)the“90%Broadband Segment Test”and(iii)the“240 Channel Requirement.”Treatment of Complex SystemsThe Report and Order exempts Complex Systems from the Mandatory Retuning process,even when a broadband

210、 applicant meets the 90%Broadband Segment Test,because retuning these systems would potentially be disruptive to the operators.MAP 1 below illustrates the nine current Complex Systems.The Association of American RailroadsThe nations railroads,particularly the major freight lines,operate on six narro

211、wband 900 MHz channels licensed to their trade association,the Association of American Railroads(“AAR”).Three of these narrowband channels are located in the 900 MHz broadband segment created by the FCC.In January 2020,we entered into an agreement with the AAR in which we agreed to cancel licenses i

212、n the 900 MHz band to enable the AAR to relocate its operations,including operations utilizing the three channels located in the 900 MHz broadband segment(the“AAR Agreement”).The FCC referenced the AAR agreement in the Report and Order and required us to cancel our licenses and return them to the FC

213、C in accordance with the AAR Agreement.We cancelled these licenses in June 2020.The Report and Order provides that the FCC will make the channels associated with these licenses available to the AAR to enable the AAR to relocate their current operations within five years.The Report and Order also pro

214、vides that the FCC will credit us for our cancelled licenses for purposes of determining our eligibility to secure broadband licenses and the calculation of any Anti-Windfall Payments.Broadband Licensing ProcessIn May 2021,the FCCs Wireless Telecommunication Bureau released a Public Notice detailing

215、 the application requirements and timeline for obtaining broadband licenses.The broadband licensing process includes filing an application with the FCC used for new wireless licenses,completing an Eligibility Certification and developing a Transition Plan describing the agreements the prospective br

216、oadband applicant has entered into with Covered Incumbents.We intend to pursue and file Page 11applications based on the timing of customer opportunities,strategic initiatives and our spectrum clearing results and shortly thereafter surrender our underlying licenses.The Anti-Windfall Payment to the

217、U.S.Treasury for any spectrum we obtain from the FCCs inventory to reach the 240 Channel Requirement will be made as soon as possible after the FCC provides us the amount due for these channels.In cases where we have satisfied the 90%Broadband Segment Test but have not reached an agreement with all

218、Covered Incumbents,the Mandatory Retuning process will commence after we receive the broadband license.1.50%Licensed Spectrum Test.To be eligible for a broadband license in a particular county,a broadband applicant must demonstrate that it holds more than 50%of the outstanding licensed channels in t

219、hat county.As noted above,the 900 MHz band is made up of a maximum of 399 channels in each county.The FCC has licensed less than the maximum number of 399 channels in all but the most populous counties.Because the 50%Licensed Spectrum Test is based on licensed channels,any channels that are not lice

220、nsed by the FCC are not included in the denominator when determining whether the broadband applicant has satisfied this test.As of the date of this filing,we alone satisfy the 50%Licensed Spectrum Test in approximately 3,200 counties of the 3,233 counties in the United States and its territories.MAP

221、 2 below illustrates our licensed channels by county in the entire 900 MHz band segment created by the Report and Order.2.90%Broadband Segment Test.The second test,the 90%Broadband Segment Test,addresses the balance between a voluntary market process to clear any“Covered Incumbent”(i.e.,holders of l

222、icenses in the broadband segment)and the Mandatory Retuning process established by the FCC in the Report and Order(which applies to all Covered Incumbents,except for those Covered Incumbents operating Complex Systems.This test requires the broadband applicant to hold,have agreements with or protect

223、Covered Incumbents equal to 90%or more of the licensed channels in the broadband segment in a particular county and within 70 miles of the countys boundaries before the FCC will issue a broadband license and therefore commence the mandatory retuning period.The broadband segment in the 900 MHz band h

224、as a total of 240 channels.The 90%Broadband Segment Test is calculated using outstanding licensed channels,which means that if the FCC has licensed all 240 channels,the broadband applicant would be required to have control of,or agreements covering,216 channels within the broadband segment.In most c

225、ounties in the United States,the FCC has licensed fewer than 240 channels in the broadband segment and these unlicensed channels are not included in the denominator when determining whether the broadband applicant has satisfied this 90%Broadband Segment Test.A broadband applicant can satisfy the 90%

226、Broadband Segment Test by purchasing channels from Covered Incumbents for cash or other consideration,by paying to relocate Covered Incumbents to replacement spectrum channels outside the broadband segment,or by demonstrating that the broadband applicants facilities will be far enough from the Cover

227、ed Incumbents narrowband system to allow the two types of networks to co-exist.Page 12Before filing for a broadband license,the broadband applicant must satisfy the 90%Broadband Segment Test by utilizing its channel holdings and negotiating with Covered Incumbents on a purely voluntary basis for any

228、 additional channels it requires to satisfy this test.Only after the 50%Licensed Spectrum Test and the 90%Broadband Segment Test are both satisfied will the FCC issue to the broadband applicant a broadband license and commence the“Mandatory Retuning”period.During this Mandatory Retuning period,any C

229、overed Incumbents that remain in the broadband segment(other than Complex Systems)are required to negotiate in good faith with the broadband applicant to sell their channels or otherwise clear the broadband segment,subject to intervention by the FCC if the parties cannot reach an agreement.MAP 3 bel

230、ow illustrates our licensed holdings and licensed holdings we have under contract by county in the 6 MHz broadband segment created by the Report and Order.This map does not reflect licenses that may meet the protection criteria as that is evaluated on a county basis as each broadband transition plan

231、 is prepared.3.240 Channel Requirement.The Report and Order requires the broadband applicant to surrender 6 MHz of narrowband spectrum(or 240 channels)in the applicable county to the FCC in exchange for a broadband license.If the broadband applicant does not have sufficient channels in the county to

232、 return 240 channels to the FCC,it can elect to make an Anti-Windfall Payment to the U.S.Treasury to effectively purchase unlicensed channels in the FCCs inventory.The Anti-Windfall Payment for these channels will be based on prices paid in the applicable county in the 600 MHz auction conducted by t

233、he FCC.To satisfy the 240 Channel Requirement,the broadband applicant has the option on a county-by-county basis to determine whether it is more cost-effective to make the Anti-Windfall Payment,purchase channels from incumbents(where available),or possibly a combination of both.Importantly,the marke

234、ts where the FCC has channels in inventory and where we may need to make Anti-Windfall Payments to effectively return 240 channels to the FCC are generally in smaller urban,suburban and rural markets.Our spectrum position is greatest in the largest,most populated and therefore most expensive markets

235、,with a few exceptions as shown in MAP 4 below.Although we will need to make Anti-Windfall Payments to secure broadband licenses in some counties,the average cost in aggregate for the channels will be lower than the nationwide average amount of$0.93 per MHz of population covered(“POP”)paid in the FC

236、Cs 600 MHz auction.Page 13Costs of Securing Broadband LicensesAs discussed above,to obtain a broadband license in a county,the broadband applicant must satisfy(i)the 50%Licensed Spectrum Test,(ii)the 90%Broadband Segment Test and(iii)the 240 Channel Requirement.As the broadband applicant,we can sati

237、sfy these channel requirements by including our existing licensed channels in the 900 MHz band and by acquiring or clearing additional channels when necessary,through(i)spectrum purchases,(ii)spectrum retuning and/or(iii)by making Anti-Windfall Payments.Under the Report and Order,we have the option

238、of using each of these options alone,or in any combination required,to satisfy the broadband license eligibility requirements for a particular county.1.Spectrum Purchase.In 2015,we began acquiring targeted additional channels in the 900 MHz band in various markets in anticipation of the Report and O

239、rder.We have and will continue to employ spectrum acquisition as a tool for those situations where a Covered Incumbent desires to exit the 900 MHz band.We may selectively acquire channels outside the 900 MHz broadband segment and use them to swap for channels within the broadband segment.For purpose

240、s of our broadband Page 14license eligibility,any potential acquisitions we negotiate in the 900 MHz band may be included as part of our broadband application,but the acquisition does not need to be consummated at the time we submit our broadband license application.2.Spectrum Retuning.Retuning is t

241、he exercise of modifying incumbents licenses to remove the broadband segment channels held by Covered Incumbents and swapping narrowband segments channels to facilitate a move to channels outside of the 900 MHz broadband segment established by the Report and Order.An agreement to retune adds to the

242、number of channels we hold for computational purposes of the 90%Broadband Segment Test.We began retuning channels with interested Covered Incumbents in 2015 in anticipation of the Report and Order.We have continued retuning channels with Covered Incumbents since that time.For purposes of broadband l

243、icense eligibility,any potential spectrum retuning agreements we negotiate in the 900 MHz band will be included as part of our broadband application,but the retune is not required to be completed before we submit our broadband license application.3.Anti-Windfall Payment.To obtain a 6 MHz broadband l

244、icense,we must surrender 240 licensed channels in the county.As this band has been underutilized historically,most counties in the United States do not have 240 outstanding licensed channels that can be surrendered.To make up the difference,we may effectively pay for channels from the FCCs spectrum

245、inventory by making an Anti-Windfall Payment.As noted above,the FCC will use a reference per channel price based on the average price paid in the FCCs 600 MHz auction in each given county.Our Intellectual PropertyWe rely on a combination of patent,copyright,trademark and trade-secret laws,as well as

246、 confidentiality provisions in our contracts,to protect our intellectual property.We have several trademarks and service marks to protect our current and future corporate name,services offerings,goodwill and brand.There are currently no claims or litigation regarding these trademarks,patents,copyrig

247、hts,or service marks.We also rely on trade secret protection of our intellectual property.We enter into confidentiality agreements with third parties,employees and consultants when appropriate.Regulation of Our BusinessWe hold FCC spectrum licenses in the 900 MHz band throughout the contiguous Unite

248、d States,plus Hawaii,Alaska and Puerto Rico.The FCC regulates our wireless spectrum holdings,the issuance of broadband licenses in the 900 MHz band in accordance with the Report and Order,our future leasing or sale of any broadband licenses we secure,and the future construction and operation of wire

249、less networks,technologies and solutions utilizing our spectrum assets.LicensingWe are authorized to provide our wireless communication services on specified frequencies within specified geographic areas and in doing so must comply with the rules,regulations and policies adopted by the FCC.The FCC i

250、ssues each spectrum license for a fixed period,typically ten years in the case of the FCC narrowband licenses we currently hold and 15 years for any broadband licenses in accordance with the Report and Order.Any broadband licenses we secure will also have performance requirements at the 6-and 12-yea

251、r marks to demonstrate that the broadband spectrum is being used to serve the public interest.While the FCC has generally renewed licenses held by operating companies like us,the FCC has the authority to both revoke a license for cause and to deny a license renewal if it determines that license rene

252、wal is not in the public interest.Furthermore,we could be subject to fines,forfeitures and other penalties for failure to comply with FCC regulations,even if any such non-compliance is unintentional.The loss of any licenses,or any related fines or forfeitures,could adversely affect our business,resu

253、lts of operations or financial condition.The Communications Act of 1934,as amended,and FCC rules and regulations require us to obtain the FCCs prior approval before assigning or transferring control of wireless licenses,with limited exceptions.The FCCs rules and regulations also govern spectrum leas

254、e arrangements for a range of wireless radio service licenses,including the licenses we hold.These same requirements apply to any licenses or leases we may wish to enter into,transfer,or acquire as part of our broadband initiatives.The FCC may prohibit or impose conditions on any proposed acquisitio

255、ns,sales,or other transfers of control of licenses or leases.The FCC engages in a case-by-case review of transactions that involve the consolidation or sale of spectrum licenses or leases and may apply a spectrum“screen”in examining such transactions.Because an FCC license is necessary to lawfully p

256、rovide the wireless services we plan to enable,if the FCC were to disapprove any such request to acquire,assign,or otherwise transfer a license or lease,our business plans would be adversely affected.Approval from the Federal Trade Commission and the Department of Justice,as well as state or local r

257、egulatory authorities,also may be required if we sell or acquire spectrum.FCC RegulationsThe FCC does not currently regulate rates for services offered by wireless providers.However,we may be subject to other FCC regulations that impose obligations on wireless providers,such as Federal Universal Ser

258、vice Fund obligations,which require communications providers to contribute to a fund that supports subsidized communications services to underserved areas and users;rules governing billing,subscriber privacy and customer proprietary network information;roaming obligations;Page 15rules that require w

259、ireless service providers to configure their networks to facilitate electronic surveillance by law enforcement officials;rules governing spam,telemarketing and truth-in-billing and rules requiring us to offer equipment and services that are accessible to and usable by persons with disabilities,among

260、 others.There are also pending proceedings that may affect spectrum aggregation limits and/or adjustment of the FCCs case-by-case spectrum screens;regulation surrounding the deployment of advanced wireless broadband infrastructure;the imposition of text-to-911 capabilities;and the transition to IP n

261、etworks,among others.Some of these requirements and pending proceedings(of which the previous examples are not an exhaustive list)pose technical and operational challenges for which we,and the industry as a whole,have not yet developed clear solutions.We are unable to predict how these pending or fu

262、ture FCC proceedings may affect our business,financial condition,or results of operations.Our failure to comply with any applicable FCC regulations could subject us to significant fines or forfeitures.State and Local RegulationIn addition to FCC regulation,we are subject to certain state regulatory

263、requirements.The Communications Act of 1934,as amended,preempts state and local regulation of the entry of,or the rates charged by,any wireless provider.State and local governments,however,are permitted to manage public rights of way and can require fair and reasonable compensation from wireless pro

264、viders for use of those rights of way so long as the compensation required is publicly disclosed by the government.The siting of base stations also remains subject to some degree of control by state and local jurisdiction.Tower SitingOur current and future customers who deploy broadband networks wil

265、l be required to comply with various federal,state and local regulations that govern the siting,lighting and construction of transmitter towers and antennas,including requirements imposed by the FCC and the Federal Aviation Administration(“FAA”).Federal rules subject certain tower site locations to

266、extensive zoning,environmental and historic preservation requirements and mandate consultation with various parties,including State and Tribal Historic Preservation Offices,which can make it more difficult and expensive to deploy facilities.The FCC antenna structure registration process also imposes

267、 public notice requirements when plans are made for construction of,or modification to,antenna structures that require FAA approval,potentially adding to the delays and burdens associated with tower siting,including potential challenges from special interest groups.To the extent governmental agencie

268、s continue to impose additional requirements like this on the tower siting process,the time and cost to construct towers could be negatively impacted.The FCC has,however,imposed a tower siting“shot clock”that requires local authorities to address tower applications within a specific timeframe,which

269、can assist carriers in more rapid deployment of towers.More recently,the FCC also has adopted rules intended to accelerate broadband deployment by removing barriers to infrastructure investment,in particular for“small cell”equipment.Those rules have been challenged by certain municipalities and trib

270、al nations both at the FCC and in court.National SecurityWith a range of weather-related and cyber security impacts on the nations grid over the last several years,national security and disaster recovery issues continue to receive attention at the federal,state and local levels.For example,Congress

271、is expected to again consider cyber security legislation to increase the security and resiliency of the nations digital infrastructure.Our current and future customers who deploy broadband networks may be required to comply with potential federal,state and local regulations that govern elements of t

272、he electric grid.Report and OrderThe FCC regulates the issuance of broadband licenses in the 900 MHz band in accordance with the Report and Order.Human Capital ManagementWe believe we have an experienced,talented,motivated and dedicated team.We are committed to supporting the development of all our

273、employees and to continuing to build on our strong culture.As of March 31,2023,we had 82 full-time employees.We engage consultants and contract workers on an as-needed basis.We believe the relations with our employees and consultants are good.Company CultureWe are guided by our core values Integrity

274、,Courage,Camaraderie,Transformative,and Excellence that express how we aspire to be when we are at our best.With these values as the backbone of our corporate culture,we work tirelessly to act as responsible stewards to our employees,communities and other stakeholders who rely on us.In addition,we a

275、re committed to governing and operating our business with the highest levels of integrity and ethics.We are focused on regular evaluation of our culture.In 2021,we invited all employees to participate in an initial Employee Engagement by completing an anonymous survey.Eighty percent of our employees

276、 participated in the cultural survey providing a good basis to gauge employee sentiment.Our management team reviewed the feedback and shared the Page 16survey results with employees at a quarterly Town Hall meeting.The survey showed that we have a highly engaged workforce that overwhelmingly views o

277、ur work environment favorably.Where our employees identified areas for improvement,we worked with various functional areas to create and implement action plans to address any issues.Our second Employee Engagement survey is set to launch in Fall 2023.Diversity,Equity and Inclusion We are committed to

278、 hiring inclusively,providing training and development opportunities,fostering an inclusive culture,ensuring equitable pay for employees,and focusing on attracting and retaining diverse representation at every level within the Company.Anterix GROW was launched in February 2023.The focus of GROW is t

279、o embed inclusion into everyday life,personally and professionally.We are committed to fostering a culture of inclusivity by providing more actionable opportunities,and resources including days of service,employee resource groups,more lunch and learns and new inclusion tools.Partnerships with organi

280、zations like INROADS and Talent Hue provide further avenues for recruiting diverse talent.As of March 31,2023,33%of our Board members and 28%of our workforce identify as diverse.In Fiscal 2023,31%of our new hires were females and our overall workforce is 35%female.Employee Growth and DevelopmentWe o

281、ffer a meaningful work environment with experiences and opportunities to grow and develop.This starts with the opportunity for continuous learning and the opportunity to do challenging,transformative work that helps our team build skills at all levels,including leadership opportunities,coaching,and

282、mentoring.In addition to mandatory training on compliance matters and policies,we provide and encourage employees to partake in optional career development,health and wellness,and employee engagement activities and training.We conduct surveys that gauge employee sentiment in areas like career develo

283、pment,manager performance and inclusivity,and we are committed to taking steps to address areas needing improvement.Employee Health and SafetyWe strive to provide a safe workplace environment and have implemented policies to support the health and safety of our employees,including a work-from-home p

284、olicy.Following a shift to work from home in response to the global COVID-19 pandemic crisis,we have moved to a hybrid model requiring employees to work from the office three days a week,three weeks a month.We believe this approach balances the benefits of team development of office-based work with

285、the personal and environmental benefits of working from home.Employees needing in-person access to laboratories or other resources onsite are not eligible for hybrid work.We believe that we have learned to operate successfully in this unique environment,and we remain committed to supporting our team

286、s new,more carbon-friendly,hybrid work program.Our Corporate InformationOur principal executive offices are located at 3 Garret Mountain Plaza,Suite 401,Woodland Park,New Jersey 07424 and 8260 Greensboro Drive,Suite 501,McLean,Virginia.Our main telephone number is(973)771-0300.We were originally inc

287、orporated in California in 1997 and reincorporated in Delaware in 2014.Our website is .Available InformationOur Annual Reports on From 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K and amendments to reports filed pursuant to Sections 13(a)and 15(d)of the Securities Exchange Act of

288、1934,as amended(the“Exchange Act”)are made available free of charge on our website as soon as reasonably practicable after we electronically file such material with,or furnish it to,the Securities and Exchange Commissions(“SEC”).The SEC maintains an internet site at www.sec.gov that contains reports

289、,proxy and information statements,and other information regarding issuers that file electronically with the SEC.We include our website address in this Annual Report only as an inactive textual reference.The information on or accessible through our website is not incorporated into this Annual Report,

290、and you should not consider any information on,or that can be accessed through,our website a part of this Annual Report or our other filings with the SEC.Item 1A.Risk Factors.You should carefully consider the following risk factors,together with the other information contained in this Annual Report

291、and our other reports and filings made with the SEC,in evaluating our business and prospects.If any of the risks discussed in this Annual Report occur,our business,prospects,liquidity,financial condition and results of operations could be materially and adversely affected,in which case the trading p

292、rice of our common stock could decline significantly.Some statements in this Annual Report,including statements in the following risk factors,constitute forward-looking statements.Please refer to the section entitled“Cautionary Statement Concerning Forward-Looking Statements.”Page 17Risks Related to

293、 Obtaining Broadband Licenses,the Retuning Process and the Use of Our SpectrumOur plans to commercialize our 900 MHz spectrum assets depend on our ability to qualify for and obtain broadband licenses from the FCC in accordance with the requirements of the Report and Order.If we are unable to obtain

294、broadband licenses on favorable terms and on a timely basis,our business,liquidity,results of operations and prospects will be materially adversely affected.Our plans to commercialize our 900 MHz spectrum assets depend on our ability to obtain broadband licenses in accordance with the requirements o

295、f the Report and Order.The Report and Order establishes three general eligibility requirements to obtain a broadband license,which we refer to herein as(i)the“50%Licensed Spectrum Test,”(ii)the“90%Broadband Segment Test”and(iii)the“240 Channel Requirement.”We will need to satisfy all eligibility req

296、uirements in each county in the United States for which we desire to obtain a broadband license.Under the 50%Licensed Spectrum Test,we must demonstrate that we hold more than 50%of the licensed channels in the 900 MHz band in the applicable county.Under the 90%Broadband Segment Test,we must provide

297、the FCC with a plan demonstrating that we hold,or have agreements with Covered Incumbents for,at least 90%of the licensed channels in the 6 MHz broadband segment designated by the FCC and within 70 miles of the county boundary.Under the 240 Channel Requirement,we must surrender 6 MHz of broadband or

298、 narrowband spectrum(or 240 channels)in the applicable county to the FCC.If we do not have a sufficient number of channels to satisfy any of these eligibility requirements,we will be required to purchase the additional channels from incumbents in privately negotiated transactions,swap our existing c

299、hannels with incumbents(including any required retuning of the incumbent radio systems),demonstrate the ability to protect Covered Incumbents or effectively purchase channels not previously licensed by the FCC by making an Anti-Windfall Payment.The amount of spectrum we will be required to purchase

300、and/or swap and the amount of any Anti-Windfall Payment will vary in each county based on our existing spectrum holdings in such county.Our ability to acquire and/or swap the additional spectrum necessary to secure broadband licenses in a desired county on a timely and cost-effective basis will depe

301、nd on the incumbents who hold the additional spectrum we need to acquire or swap and their operations that we may need to retune or replace.Obtaining the required spectrum to qualify for broadband licenses may take longer and be more expensive than we currently anticipate.In addition,as discussed in

302、 more detail below,incumbents may elect not to sell or swap their existing channels on reasonable terms,or at all,and until we obtain a broadband license from the FCC,we will not be able to utilize the Mandatory Retuning procedures the FCC established in the Report and Order.If we are unable to obta

303、in broadband licenses on favorable terms and on a timely basis,or at all,our business,liquidity,results of operations and prospects will be materially adversely affected.In addition,significant costs or delays beyond what we have anticipated in our business plan will further delay us from commercial

304、izing our spectrum assets,and may prevent us from returning capital to stockholders(through dividends or stock repurchases)and require us to seek additional sources of capital and liquidity in order to carry out our business and plans,which could cause significant dilution to our existing stockholde

305、rs.See the risk factor entitled“We may not be able to correctly estimate our operating expenses or future revenues,which could lead to cash shortfalls,and may prevent us from returning capital to our stockholders and require us to secure additional financing.”The voluntary exchange process establish

306、ed by the FCC in the Report and Order may not allow us to clear or relocate incumbents in a timely manner and on commercially reasonable terms,or at all.The Report and Order establishes a market-driven,voluntary exchange process for clearing the channels in the broadband segment on a county-by-count

307、y basis.When we apply for a broadband license,we will need to demonstrate that we satisfy the 90%Broadband Segment Test.The fact that we will need to account for 90%of the licensed channels in the broadband segment before we can file for a broadband application,can lead to holdouts by Covered Incumb

308、ents.For example,a Covered Incumbent may demand compensation in an amount that is disproportionate to the cost of relocating its system or any reasonable reflection of the value of its spectrum holdings or may elect not to negotiate an agreement at all.In the Report and Order,the FCC has established

309、 that a Broadband license can trigger a Mandatory Retuning process to help a broadband applicant clear the remaining channels in the broadband segment.There is no assurance,however,that we can swap or acquire sufficient channels,including purchasing additional spectrum,swapping spectrum or entering

310、into protective agreements with Covered Incumbents,to satisfy the 90%Broadband Segment Test on a timely basis and on commercially reasonable terms,or at all.Further,even if we satisfy the 90%Broadband Segment Test,as part of the Mandatory Retuning process we will be required to pay any costs associa

311、ted with providing Covered Incumbents with comparable facilities and paying relocation costs.In addition,the FCC has exempted channels from the Mandatory Retuning process that are being utilized by incumbents operating Complex Systems.The FCC exempted Complex Systems from the Mandatory Retuning requ

312、irements because retuning these systems could be complex and disruptive to the incumbent operators.Complex Systems are located in some of the largest business and population centers in the United States.Most are operated by electric utilities,including some utilities that actively opposed our 900 MH

313、z Broadband Spectrum initiatives that resulted in the Report and Order.This exemption effectively prevents us from obtaining broadband licenses in counties where these Complex Systems are located(or if a Complex System is being operated within 70 miles of a county boundary for which we are attemptin

314、g to obtain a broadband license)without the incumbents consent,which could be withheld for any reason,or for no reason.As a result,the incumbents Page 18operating Complex Systems can make demands that are not commercially reasonable(including the commercial terms to obtain the use of our spectrum),d

315、elay their decision or refuse to negotiate with us altogether.Our inability to obtain broadband licenses in counties where Complex Systems are currently being operated(or are being operated within 70 miles of a county boundary for which we are attempting to obtain a broadband license)could have a ma

316、terial adverse effect on our operations and business plan,our future prospects and opportunities and on our ability to develop a profitable business.The members of the AAR may delay or hinder our ability to commercialize broadband licenses.The AAR holds a nationwide geographic license for six non-co

317、ntiguous channels in the 900 MHz band,three of which are located within the broadband segment established by the FCC in the Report and Order.These channels are used by freight railroads for Advanced Train Control System operations.We recognized from the outset of the 900 MHz proceedings the importan

318、ce of reaching agreements with the railroads about their relocation and worked with them throughout the FCC process.The Report and Order acknowledged the agreement we had reached with the AAR.In January 2020,we formalized our AAR Agreement with the AAR in which we agreed to provide licenses in the 9

319、00 MHz band to enable the AAR to relocate its operations,including operations utilizing the three channels located in the 900 MHz broadband segment.We cancelled these licenses in June 2020 in accordance with the AAR Agreement and the FCC Report and Order.Delays by members of the AAR in clearing thei

320、r channels in the broadband segment could delay or hinder our ability to commercialize broadband licenses and the ability of our customers to deploy 3 x 3 MHz broadband networks in the affected area,which could cause delays,penalties or have a material adverse effect on our operations and business p

321、lan,our future prospects and opportunities and on our ability to develop a profitable business.We may not be successful in commercializing our spectrum assets on a timely basis or in accordance with our business plans and expectations.We have identified utilities and other critical infrastructure en

322、terprises as our initial target customers.As of the date of this filing,we have signed long-term leases of our spectrum assets with Ameren,Evergy and Xcel Energy and have entered into agreements to sell our spectrum assets to SDG&E and LCRA.Although we are in discussions with other utilities and cri

323、tical infrastructure enterprises,there is no assurance that these discussions will continue to progress or eventually result in contracts with these entities or that we will be successful in our efforts to commercialize our spectrum assets and other service offerings.For example,utilities or other c

324、ritical infrastructure enterprises may not elect to acquire use of any broadband licenses we secure on terms satisfactory to us or for a consideration that represents what we believe is the fair market value for the rights to our spectrum,on a timely basis,or at all.Similarly,there is no assurance t

325、hat utilities or other critical infrastructure customers will retain us for any other value-added services we offer them.As a result,our prospects must be considered in light of the uncertainties,risks,expenses and difficulties frequently encountered by companies in their early stages of implementin

326、g a new business plan and pursuing opportunities in highly competitive and rapidly developing markets.In addition,under our current business plan,we generally intend to enter into long-term leasing or other transfer arrangements for our spectrum assets in one county with one customer,or a limited nu

327、mber of customers,in each geographic area.We also expect that our customers will pay what we believe is the fair market value for rights to our spectrum and bear the costs of deploying and operating their private broadband networks.As a result,many geographic areas may have only one or a limited num

328、ber of potential customers and if we are not successful with this customer or limited number of customers,our spectrum may not be utilized,and we will not be able to generate revenues from owning spectrum in that geographic area.In addition,even if we enter a long-term lease or transfer arrangement

329、for a geographic area,we expect payments by our customer in such area will be contingent on our ability to clear incumbents and take the other necessary actions to secure broadband licenses on a timely basis.Our customers also will typically require rights to all spectrum we have in its geographic o

330、perating area.Because of this,we may not have additional spectrum assets to lease in such geographical area to other potential customers.Further,other than our lease or transfer arrangements,we will not generate revenue from the operation of the broadband networks or technologies deployed by our cus

331、tomers.As a result,there is considerable uncertainty as to whether we can generate sufficient revenues to develop a profitable business from leasing or otherwise transferring our licensed 900 MHz spectrum on a timely basis,or at all.Our ability to successfully commercialize our spectrum assets will

332、also depend on the commercial availability of technology,products and solutions that can both utilize the broadband licenses we secure and satisfy our customers demands.Our spectrum assets are located within the 3GPP global standard of Band 8(also known as the E-GSM band,or 880-915 MHz paired with 9

333、25-960 MHz).Band 8 has been internationally approved and is currently being utilized with LTE broadband networks.However,we may not be able to continue to convince chipmakers and other technology,product and solution manufacturers and vendors to develop the technology,products and solutions required to satisfy our customers various use cases and meet the technical specifications established in the