Anterix Inc. (ATEX) 2023年10-K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 31,2023OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934

2、For 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 Park,

3、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 Nasdaq

4、 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 NoIndicate by check mark if the registrant is not required to file reports pur

5、suant to Section 13 or Section 15(d)of the Act.Yes NoIndicate 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 of1934 during the preceding 12 months(or for such shorter period that the registrant was required to fi

6、le such reports),and(2)has been subject tosuch 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 Rule405 of Regulation S-T(232.405 of this chapter)during the prece

7、ding 12 months(or for such shorter period that the registrant was required tosubmit such files).Yes No2025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm1/108Indicate by check mark whether the registrant is a large accelerated filer,an acce

8、lerated filer,a non-accelerated filer,smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerginggrowth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filer Non-acce

9、lerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a)of the Ex

10、change Act.Indicate by check mark whether the registrant has filed a report on the attestation to its managements assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accountingfirm that

11、 prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,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 wh

12、ether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived 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(a

13、s defined in Rule 12b-2 of the Exchange Act).Yes NoThe aggregate market value of the registrants voting common and non-voting stock held by non-affiliates of the registrant based on the closingstock price of its common stock on the Nasdaq Capital Market on September 30,2022(the last business day of

14、its most recently completedsecond fiscal quarter)was$476,669,934.For purposes of this computation only,all executive officers,directors and 10%or greater stockholdershave been deemed affiliates of the registrant.As of June 09,2023,19,042,634 shares of the registrants common stock were outstanding.DO

15、CUMENTS INCORPORATED BY REFERENCEPortions of the registrants definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A inconnection with the registrants 2023 Annual Meeting of Stockholders,which will be filed subsequent to the date hereof,are incor

16、porated byreference into Part III of this Form 10-K where indicated.Such definitive proxy statement will be filed with the Securities and ExchangeCommission no later than 120 days following the end of the registrants fiscal year ended March 31,2023.2025/2/13 00:21atex-20230331https:/www.sec.gov/Arch

17、ives/edgar/data/1304492/000130449223000030/atex-20230331.htm2/108Anterix Inc.FORM 10-KFor the fiscal year ended March 31,2023 TABLE OF CONTENTS PART I.Item 1.Business3Item 1A.Risk Factors17Item 1B.Unresolved Staff Comments29Item 2.Properties29Item 3.Legal Proceedings29Item 4.Mine Safety Disclosures2

18、9PART II.Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities30Item 6.Reserved31Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures about Market Risk3

19、9Item 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 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections41PART III.Item 10.

20、Directors,Executive Officers and Corporate Governance42Item 11.Executive Compensation42Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters42Item 13.Certain Relationships and Related Transactions,and Director Independence42Item 14.Principal Accountan

21、t Fees and Services42PART IV.Item 15.Exhibit and Financial Statement Schedules43Item 16.Form 10-K Summary45SIGNATURES462025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm3/1082025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/dat

22、a/1304492/000130449223000030/atex-20230331.htm4/108Glossary of Selected TermsUnless otherwise noted or indicated by context,the following selected terms used in this Annual Report on Form 10-Khave the following meanings:4G:4th generation of long-term evolution of radio system architecture.5G:5th gen

23、eration of long-term evolution of radio system architecture.240 Channels:Equals 6 MHz of 900 MHz spectrum whether the individual 25 kHz channels are scattered throughout the5 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 Reportand O

24、rder.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 a total of 6MHz 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

25、 of spectrum,with 5 MHzdesignated for uplink transmissions and 5 MHz for downlink transmissions.600 MHz Auction:The Federal Communications Commissions(the“FCC”)2016“incentive auction”in which licenseesof television broadcast channels were incentivized to relinquish their spectrum for defined payment

26、s so the spectrum could berepurposed for licensed wireless services.900 MHz:The 900 MHz band frequency 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 broad

27、band applicant for any full or fractionalMHz less than six MHz if the applicant relinquishes less than 6 MHz(or 240 channels)of spectrum with the amount of thepayment based on the per MHz-pop 600 MHz Auction prices for the Partial Economic Area in which the county applied for by thebroadband applica

28、nt is included.B/ILT:Systems operated by,or spectrum licensed for,private land mobile use by business users.Complex System:As defined in the Report and Order,a Covered Incumbents system that consisted of 45 or morefunctionally integrated sites as of August 17,2020,when the new rules became effective

29、.Covered Incumbent:Any 900 MHz site-based licensee in the broadband segment that is required under section 90.621(b)to be protected by a broadband licensee with a base station at any location within the county,or any 900 MHz geographic-basedSMR licensee in the broadband segment whose license area co

30、mpletely or partially overlaps the county.Eligibility Certification:A document certified by an independent third party approved by the FCC as part of thebroadband application that lists the licenses the applicant holds in the 900 MHz band to demonstrate that it holds the licenses formore than 50%of

31、the total licensed 900 MHz spectrum for the relevant county,including credit for spectrum included in anapplication to acquire any covered incumbents filed on or after March 14,2019(i.e.,the 50%Licensed Spectrum Test)and todemonstrate that is holds the licenses for more than 90%of the total licensed

32、 900 MHz spectrum in the broadband segment in aparticular county and within 70 miles of the 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 SpectrumTest)

33、.FCC:The Federal Communications Commission,an independent U.S.government agency overseen by Congress,is theUnited States primary authority for communications law,regulation and technological innovation.The FCC regulates interstateand international communications by radio,television,wire,satellite an

34、d cable in all 50 states,the District of Columbia and U.S.territories.Licensed Channel:Any of the 399 25 kHz narrowband 900 MHz channels for which the FCC has issued a license to anentity.Some channels in the 900 MHz band remain in the FCC inventory.Mandatory Retuning:A process by which a broadband

35、licensee can mandatorily relocate a Covered Incumbent tochannels outside of the broadband segment if the replacement channels provide comparable facilities to the Covered Incumbentsexisting system and the broadband applicant pays all reasonable retuning costs.MTA:Major Trading Area;service areas bas

36、ed on the Rand McNally 1992 Commercial Atlas&Marketing Guide,thatdefine 900 MHz SMR 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 oneorganization.Only users

37、 authorized by that organization have access to the network.The organization determines coverage,2025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm5/1082025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223

38、000030/atex-20230331.htm6/108network performance,access and priority,the appropriate service level required for operations,and specific cyber and physicalsecurity specifications and policies required for the network.Retuning:Modifying a Covered Incumbents narrowband system to operate on channels out

39、side the broadband segmentestablished by the Report and Order.Swapping:Exchanging narrowband channels outside the broadband segment for the broadband segment channels held bya Covered Incumbent.Transition Plan:A document filed as part of the broadband application that demonstrates that the applicant

40、 holds or hasagreements to acquire,relocate or protect at least 90%of the licensed channels in the Broadband Segment of Covered Incumbentsin 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 serv

41、ices between participatingnetworks,including mutual aid,cybersecurity,shared infrastructure,and integration of distributed energy sources.2025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm7/108Table of ContentsCAUTIONARY STATEMENT CONCERNI

42、NG FORWARD-LOOKING STATEMENTSVarious statements contained in this Annual Report on Form 10-K(the“Annual Report”),including those that express abelief,expectation,or intention,as well as those that are not statements of historical fact,are forward-looking statements.Ourforward-looking statements are

43、generally,but not always,accompanied by words such as,but not limited to,“aim,”“anticipate,”“believe,”“can,”“continue,”“could,”“estimate,”“expect,”“goal,”“intend”“may,”“might,”“ongoing,”“plan,”“possible,”“potential,”“predict,”“project,”“seek,”“should,”“strategy,”“target,”“will,”“would”and similar ex

44、pressions or phrases,or thenegative of those expressions or phrases,or other words that convey the uncertainty of future events or outcomes,which areintended to identify forward-looking statements,although not all forward-looking statements contain these identifying words.Wehave based these forward-

45、looking statements on our current expectations,guidance and projections and related assumptions,aboutfuture events and financial trends.While our management considers these expectations,guidance,projections and assumptions tobe reasonable,they are inherently subject to significant business,economic,

46、competitive,regulatory and other risks,contingenciesand uncertainties,most of which are difficult to predict and many of which are beyond our control.There can be no assurance thatactual developments will be as we anticipate.Actual results may differ materially from those expressed or implied in the

47、sestatements as a result of significant risks and uncertainties,including,but not limited to:our ability to qualify for and obtain broadband licenses from the FCC in accordance with the requirements of the Reportand Order approved by the FCC on May 13,2020(the“Report and Order”);our ability to succe

48、ssfully commercialize our spectrum assets to our targeted utility and critical infrastructure customerson a timely basis and on commercially favorable terms,including our ability to monetize our spectrum on financialterms consistent with our business plan and assumptions;our ability to correctly est

49、imate our cash receipts,revenues and operating expenses and our future financial needs;our ability to achieve our operating and financial projections and guidance;our ability to support our future operations and business plans and return capital to our stockholders through our sharerepurchase progra

50、m with our existing cash resources and the proceeds we generate from our commercial operationswithout the need to raise additional 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,inflatio

51、n,regulatory and policy changes,and geopolitical matters,on our business and on our potential customers businesses;our ability to retune or relocate Covered Incumbents in a timely manner and on commercially reasonable terms,or atall;our ability to satisfy our obligations,including the delivery of cl

52、eared spectrum and broadband licenses,and the othercontingencies required by our commercial agreements with our customers on a timely basis and on commerciallyreasonable terms;whether federal and state agencies and commissions will support the deployment of broadband networks and servicesby our targ

53、eted customers;our ability to maintain any narrowband and broadband licenses that we own,acquire and/or obtain;government regulations or actions taken by governmental bodies could adversely affect our business prospects,liquidityand results of operations,including any changes by the FCC to the Repor

54、t and Order or to the FCC rules and regulationsgoverning the 900 MHz band;our ability to successfully compete against the 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 at

55、tract,retain and motivate qualified talent;our ability to successfully manage our planned growth;the ability to develop 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

56、and amount of purchases and the related impact to our common stock relating to our sharerepurchase program;andhow the concentrated ownership of our common stock may limit stockholders ability to influence corporate matters.These and other important factors,including those discussed under“Item 1.Busi

57、ness,”“Item 1A.Risk Factors”and“Item7.Managements Discussion and Analysis of Financial Condition and Results of Operations”within this Annual Report may causeour actual results,performance or achievements to differ materially from any future results,performance or achievementsexpressed or implied by

58、 these forward-looking statements.Therefore,you are cautioned not to place undue reliance on suchstatements.Further,any forward-looking statement speaks only as of the date on which it is made,and except to the extent requiredby applicable law,we undertake no obligation to update any forward-looking

59、 statement to reflect events or circumstances after thedate on which the statement is made or to reflect the occurrence of unanticipated events,whether as a result of new information,future events or otherwise.Page 12025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449

60、223000030/atex-20230331.htm8/108Table of ContentsSUMMARY OF RISK FACTORSWe have prepared the following summary of the principal risks to our business and the risks associated with ownership ofour common stock.This summary does not address all of the risks that we face.We encourage you to carefully r

61、eview the full riskfactors contained in this Annual Report in their entirety for additional information regarding the material factors that make aninvestment in our securities speculative or risky.These risks and uncertainties include,but are not limited to,the following:our plans to commercialize o

62、ur 900 MHz spectrum assets depend on our ability to qualify for and obtain broadbandlicenses 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 exempts Complex Systems from mandatoryretuning,may not allow

63、 us to retune or relocate some incumbents in a timely manner and on commercially reasonableterms,or at all;we may not be able to qualify for and utilize the Mandatory Retuning process established by the Report and Order toclear incumbents;we may not be successful in commercializing our spectrum asse

64、ts to our targeted utility and critical infrastructurecustomers,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 with our customers,including thedelivery of cleared spectrum

65、and broadband licenses on a timely basis,and as a result,there is no assurance that we willreceive payments from such customers in the amounts and on the timeline we currently expect,or that any payments wehave received to date will not be subject to repayment,or that we will not be subject to contr

66、act claims,including rightsof termination;we have limited operating history with our current business plan,which makes it difficult to evaluate our prospects andfuture financial results and our business activities,strategic approaches and plans may not be successful;our initiatives with the federal

67、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 governmental bodies could adversely affect our business prospects,liquidit

68、yand results of operations,including any changes by the FCC to the Report and Order or to the FCC rules and regulationsgoverning the 900 MHz band;the value of our spectrum assets may fluctuate significantly based on supply and demand,as well as technical andregulatory changes;we may not generate fun

69、ds through our commercialization operations as planned or correctly estimate our operatingexpenses or future revenues,which could lead to cash shortfalls,and may prevent us from returning capital to ourstockholders and require us to secure additional financing;our customers to date have preferred to

70、 prepay their license fees,resulting in operating cash flows that are significantlydisproportionate to our revenue and legal restrictions may limit our ability to return capital to our stockholders;many of the third parties who offer spectrum and communication technologies,products and solutions to

71、our targetedcustomers have existing long-term relationships with these targeted customers and have significantly more resourcesand greater political and regulatory influence than we do,and we may not be able to successfully compete with thesethird parties;if we are unable to attract new customers,ou

72、r 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 officers and key personnel and attract,retain and motivate qualified talent;we wil

73、l need to continue to expand our organization and we may experience difficulties in managing this growth,whichcould disrupt our operations and financial results;there is no assurance that a robust market in our common stock will develop or be sustained;our common stock prices may be volatile which c

74、ould 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 sharerepurchase program;concentration of ownership will limit our stockholders ability to influence corporate matters;andadverse market condition

75、s,including as the result of wars and inflation,may adversely affect our business and ourcommercialization efforts.Page 22025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm9/108Table of ContentsPART I.Item 1.Business OverviewAnterix Inc(“An

76、terix,”“we,”“our,”or the“Company”)is a wireless communications company focused oncommercializing our spectrum assets to enable our targeted utility and critical infrastructure customers to deploy private broadbandnetworks and on offering innovative broadband solutions to the same target customers.We

77、 are the largest holder of licensedspectrum in the 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 MHzband to increase its usability a

78、nd capacity by allowing it to be utilized for the deployment of broadband networks,technologies andsolutions.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

79、 FCC.At the same time,we are pursuingopportunities 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 900MHz band in

80、the United States.However,where spectrum is the highest priced,top 20 metropolitan market areas in the UnitedStates which cover approximately 38%of the U.S.population,we hold on average more than 6 MHz worth of spectrum.Weacquired the majority of our 900 MHz spectrum and certain related equipment fr

81、om Sprint in September 2014.In the 900 MHz band,the FCC historically allocated approximately 10 MHz of spectrum,sub-divided into 40 10-channelblocks(for a total of 399 contiguous channels)alternating between blocks designated for the operation of Specialized MobileRadio(“SMR”)commercial systems and

82、blocks designated for B/ILT,with the FCCs rules also enabling B/ILT licenses to beconverted 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 li

83、censees in those areas.CertainMTA licenses were not purchased at auction or have been returned to the FCC.In addition,the FCC never auctioned the 20 blocksof B/ILT spectrum in some parts of the United States,therefore no users acquired site-based licenses utilizing this spectrum.As aresult,the FCC i

84、s currently holding over 20%of 900 MHz narrowband spectrum in its inventory in most counties throughout theUnited States.Broadband licensesAs of March 31,2023 and 2022,we were granted by the FCC broadband licenses for 105 and 21 counties,respectively.Asa result,we relinquished to the FCC our narrowb

85、and licenses and made the necessary Anti-Windfall Payments for the same 105and 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 enterprisesincluding private wirele

86、ss connectivity on 900 MHz spectrum and next-generation communications platforms.We support digitaltransformations,infrastructure modernization,and cybersecurity strategies that will establish the new standard for performance andsafety.Leveraging Anterix solutions,critical infrastructure customers c

87、an tackle their most impactful opportunities,unlockingapplications from analytics to automation to edge monitoring and artificial intelligence.Together with Anterix,customers can buildsolutions that will scale and evolve with business needs.To that end,we are pursuing a two-pronged strategy focused

88、on:1)converting our nationwide narrowband 900 MHz spectrum position into valuable broadband spectrum;and 2)offering long-termleasing of broadband spectrum or other creative solutions in complex system areas to monetize spectrum and platform services andsolutions to utility and critical infrastructur

89、e enterprises nationwide.Converting 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

90、achieve this conversion,we are focused onintentionally clearing incumbents out of the broadband license segment and obtaining broadband licenses in those counties(i)inwhich we have customer contracts,(ii)where we believe we have near-term commercial prospects,or(iii)may be strategicallyadvantageous

91、to achieve optimum costs for 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 iseligible to hold a broadband license.As a result of this decision and our extensive accumulated spect

92、rum holdings,Anterixandonly Anterixis an essential party in every one of the nations 3,233 counties.And while we intend to continue toPage 32025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm10/108Table of Contentsprioritize our spectrum tr

93、ansactions in areas where we have customer opportunities,we also plan to pursue spectrum transactionsopportunistically to recognize a positive return on our investments in spectrum clearing costs.We have been proactive in this effortand to date have completed,and intend to continue to pursue,spectru

94、m transactions to support our efforts to satisfy the broadbandlicense eligibility requirements.Clear Covered IncumbentsWe have been proactive in our clearing efforts in preparation for the broadband licensing process.Our dedicated clearingteams are focused on negotiating agreements to move Covered I

95、ncumbents from the broadband segment of the 900 MHz spectrumband to the segments allocated for continued narrowband operations within the 900 MHz band or out of 900 MHz band entirely.Our team has worked with Covered Incumbents and negotiated and contracted approximately two-thirds of the transaction

96、srequired to clear the licensed broadband segment channels.Deploying our Commercial Business OfferingWith the Report and Order issued,paving the way for the deployment of broadband in the 900 MHz band,the second keyprong of our strategy is establishing our commercial positioning and accelerating ado

97、ption of our principal commercial businessoffering.We are implementing this strategy through targeted outreach and education by our sales,marketing,businessdevelopment,commercial sales operations and industry government affairs organizations,by participating in the UtilitiesBroadband Alliance(“UBBA”

98、)along with other industry associations,and by attracting vendors to the Anterix Active EcosystemProgram(“AAEP”).UBBA membership currently includes 30 electric utilities among its nearly 100 members.The AAEP includesparticipation of over 100 leading technology companies that provide deployment and a

99、pplication solutions for private broadbandtargeting our Nations electric grid innovators.We launched the AAEP to foster,strengthen,and expand the landscape of 900 MHzdevices,services and solutions.Participation from the broad range of technology innovators will bring extensive value to utilitiesand

100、other critical infrastructure providers who deploy PLTE.The primary intent of our business is to lease the broadband licenseswe secure to customers for long term-leases(generally 20 years or longer)containing additional long-term renewal options.Basedupon our analysis and discussions with current an

101、d potential customers to date,we are seeing strong and growing indications ofdemonstrated intent for PLTE networks using 900 MHz spectrum.To fulfill our business offering,we will be responsible for thecosts of securing the broadband licenses from the FCC,including the costs of clearing and acquiring

102、 sufficient spectrum to meetthe broadband requirements.By contrast,we expect that most of our customers will bear the costs of deploying and operating their private broadbandnetworks,technologies and solutions.And,beyond our principal commercial business offering,we are also exploring additionaloppo

103、rtunities to offer electric utility companies additional value-added services to support their network deployments andoperations.Accordingly,our approach to driving the second key prong of our strategy includes:1)advancing our potential customersthrough the pipeline by assisting them with their deci

104、sions and evaluation process of private wireless networks;2)encouragingfederal and state agencies to support the investment and deployment of PLTE solutions in the 900 MHz band by utilities andcritical infrastructure companies;3)participating in demonstrations and tests with laboratories such as Nat

105、ional Renewable EnergyLab(“NREL”)and National Institute of Standards and Technology(“NIST”)to validate the benefits of PLTE systems;4)developing expanded value-added business offerings;5)enabling and growing the AAEP;6)participating in UBBA and otherrelevant industry associations to promote our solu

106、tion;and 7)continually evaluating potential opportunities to expand theapplication of private wireless broadband networks built 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”).Morespe

107、cifically,these teams are working in coordination with representatives from our target customers,long-term evolution(“LTE”)infrastructure vendors,end-user device manufacturers,system integrators and other technology companies in addition toresponding to Requests for Information(“RFI”),Requests for P

108、roposals(“RFP”)and requests to support technology trials relatedto using our 900 MHz spectrum for broadband services.To date,there have been nine experimental licenses granted to IOUs ortheir subsidiaries(including Ameren Corporation(“Ameren”),Evergy,Inc.(“Evergy”),San Diego Gas&Electric Company,asu

109、bsidiary of Sempra Energy(“SDG&E”),and Xcel Energy Services Inc.(“Xcel Energy”),two experimental licenses to otherutilities 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 criti

110、cal infrastructure customers are highly regulated by both federal and state agencies.Electric utilities,for example,may be regulated by the Federal Energy Regulatory Commission,the Public Utilities Commissionswithin the states they serve and/or other state and municipal governance or regulatory bodi

111、es.Other agencies that guide utilityregulations include the Department of Energy,the Department of Homeland Security,and NIST,as well as regional transmissionorganizations and independent system operators.We are working with each of these agencies to educate2025/2/13 00:21atex-20230331https:/www.sec

112、.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm11/108Page 42025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm12/108Table of Contentsthem about the security,reliability and priority access benefits that private broadba

113、nd LTE networks,technologies and solutionscan offer to utilities.We are also working with a number of state agencies and commissions who regulate electric utilities and havea strong influence over electric utility investment decisions.Our goal with these state agencies and commissions is to ensure t

114、heyhave the right information and are properly educated on the immense benefits of utility-scale private wireless broadband networksfor end-use customers so they can confidently approve utilities to include the costs of leasing of our spectrum assets and deployingprivate broadband LTE networks,techn

115、ologies and solutions into their respective rate making filings.Utility control ofcommunications for grid modernization programs enhances their ability to provide safe,secure,reliable and resilient electricity forthe ratepayers.Broadband networks also support greater operating efficiencies,for examp

116、le,as multiple narrowband networks areunified and combined into one network.When included in rate bases,utilities are permitted to recover costs and earn a customaryrate of return on these prudent investments.Develop a Roadmap for Expanded ServicesThrough our day-to-day interactions with prospective

117、 utility and critical infrastructure customers,and our responses andsubsequent discussions related to RFIs and RFPs,we have identified additional areas of opportunity to support our current andprospective customers in the implementation and operation of PLTE networks.We are performing due diligence

118、to determine howbest to meet these customer needs,including using our internal expertise,collaborating with industry partners and working withspecific service providers.Enable the Anterix Active Ecosystem with U.S.Band 8Our spectrum assets are located in the international 3GPP global standard Band 8

119、 channel which is a frequency divisionduplex pair assigned to the 880-915/925-960 MHz spectrum bands.This pairing is aligned for use with both 4G and 5Gtechnologies and is currently being utilized with commercial LTE and 5G broadband networks globally in Asia,Europe,and otherparts of the world.Our e

120、fforts are ongoing to facilitate continued adoption of 900 MHz Band 8 radio access network equipmentand end-user devices in the U.S.by working with chipmakers and module and device vendors to help ensure that customers whoemploy 900MHz for PLTE have timely access to 3GPP standards-compliant Band 8 d

121、evices that meet the technical operatingspecifications established in the FCCs Report and Order.We also worked with an FCC certification testing lab to develop testingprotocols to enable quick certification of Band 8 devices for use in the United States.The benefit of working with a global standardi

122、s that many existing devices,network components,and solutions are well suited for the working environment of our targetedcritical infrastructure and enterprise customers.Global standards also provide a long-term evolution path for the technology chosenby our customers including forward and backward

123、compatibility.Identify and Evaluate New Opportunities for Our SpectrumThe wireless communications industry is highly competitive and subject to rapid regulatory,technological and marketchanges.A key part of our business strategy is to continually monitor changes in the wireless industry and to evalu

124、ate how thesechanges could enable us to maximize the value of our spectrum assets.Additionally,although we are initially focusing on theelectric utility industry,we have identified other customer groups,including ports,railroads,water,oil and gas facilities,andmining operations,where we believe ther

125、e is both customer demand and a good fit for 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 spectrumassets,two recent FCC spectrum auctions exceeded consensus valuation estimates and brou

126、ght in the first and third highest auctionproceeds 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 ou

127、r current andfuture broadband spectrum assets.We have identified the electric utility industry as our initial focused customer group.We believethat security,priority access,latency,redundancy,private ownership,control and unique coverage requirements are just some of thereasons utility and critical

128、infrastructure enterprises would be interested in obtaining rights to deploy the private wireless broadbandnetworks,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

129、and the drive toreduce carbon emissions have disrupted the need for utilities to build new large-scale,centralized facilities.Today,power isgenerated by smaller,more geographically distributed facilities that can switch from a power producer to a recipient of powergenerated by a variety of other dis

130、parate sources,including wind and solar installations.Grid architecture must now accommodateend-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 advance

131、ments have produced sensors and smartdevices to enable the new two-way grid and offer operators the ability to control and run the grid efficiently,safely andreliably.Wireless communication networks,technologies and solutions can help utilities move the large volumes of data generatedby these sensor

132、s and smart devices to their control systems for decision making,analytics and responsiveness toPage 52025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm13/108Table of Contentsmarket demand and emergencies.The legacy communications systems

133、utilized by many utilities have increasing interferenceand/or higher cyber threats,are not designed to handle this new data load,are inefficient and costly to maintain,and,in many cases,have associated equipment that is approaching end of life.Our targeted customers have historically built,maintaine

134、d and operated communication networks,including private LandMobile Radio(“LMR”)networks and supervisory control and data acquisition(“SCADA”)networks on narrowband frequencieslicensed exclusively to them by the FCC.Based on our discussions with these targeted customers,these entities commonly expres

135、stheir desire to retain the positive elements of their aging LMR and SCADA networks,namely private ownership,tight control andcustom features(such as specialized coverage and priority access),while adding the benefits of broadband and other advancedtechnologies(such as solving a broader set of use c

136、ases,including high-speed data transmission,video services and economies ofscale).However,due to the general unavailability of low band spectrum(i.e.,below 1 GHz),these entities have had limitedopportunities to license or acquire the spectrum required to deploy cost-effective wireless broadband or o

137、ther advancedtechnologies.In contrast to legacy systems,the wireless broadband networks,technologies and solutions that can be deployed utilizingour spectrum assets can address the communication demands of the modern grid,both now and in the future.Our licensed 900MHz Broadband Spectrum offers the a

138、ssurance of absolute control over access to and use of that spectrum,allowing our spectrumto be utilized to provide customers with guaranteed levels of service and the ability for customers to prescribe and enforce purpose-built“rules of the road”for the provision of those services.Our spectrum asse

139、ts can also serve as the foundational element to allowcustomers to implement LTE capabilities and evolve to 5G when there is a need.Recent FCC actions,including various auctions,have created significant opportunities for blocks of shared,unlicensed spectrum and/or licensed spectrum in the mid and hi

140、ghspectrum bands.The additional shared,unlicensed spectrum and/or licensed spectrum can enable future 5G networks,technologiesand solutions.While we intend to build our existing and future business strategies around our 900 MHz licensed spectrum,theability for our critical infrastructure and enterpr

141、ise customers to combine our licensed 900 MHz spectrum with additional spectrumin one or more licensed,shared and/or unlicensed bands can provide them with an advantageous solution.Business DevelopmentWe have invested in building our business development,sales,marketing and other supporting teams,wh

142、ich include bothexternal and internal resources,to help foster our evolving customer relationships in furtherance of growing and maturing ourpipeline.Since the FCCs issuance of the Report and Order,our sales and marketing efforts have been focused on pursuingspectrum lease arrangements and introduci

143、ng our integrated platform solutions to our targeted utility and critical infrastructurecustomers.Our business development,sales and marketing organizations exercise the following three key methods to grow andmature our pipeline:(i)direct account-based sales and marketing efforts to our targeted cus

144、tomers;(ii)regulatory outreach andsupport;and(iii)industry trade organization collaboration.These efforts are enhanced with sales and marketing partnerships with avariety of third parties,such as integrators and technology and equipment vendors,with whom we will seek active promotion ofour broadband

145、 spectrum assets and support for our broadband spectrum assets with their products,technologies,solutions andservices.Additionally,our senior executives,engineering,technology,commercial sales operations and marketing teams supportour sales efforts through presentations,branded participation through

146、 sponsorships and speaking engagements at major tradeevents,associations and organizations,customer meetings,collateral,and product demonstrations to expand our reach and brandawareness.Long-Term Leases of 900 MHz Broadband SpectrumAmeren AgreementsIn December 2020,we entered into our first long-ter

147、m 900 MHz Broadband Spectrum lease agreements(the“AmerenAgreements”)covering Amerens service territories.The Ameren Agreements will enable Ameren to deploy a PLTE network in itsservice territories in Missouri and Illinois,covering approximately 7.5 million people.Each Ameren Agreement is for an init

148、ialterm of 30 years with a 10-year renewal option for an additional payment.In August 2021,the FCC granted the first 900 MHzbroadband licenses to us for several counties in Amerens service territory,for which the Ameren Agreements were alsosubsequently approved by the FCC.The scheduled prepayments f

149、or 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 million in September 2021 and$17.2 million in October2021.The prepayments received to date encompass the initial upfront payment(s)due upon signing of the Ameren Agreements

150、 andpayments for delivery of the relevant 1.4 x 1.4 cleared spectrum in several metropolitan counties throughout Missouri and Illinois,in accordance with the terms of the Ameren Agreements.The remaining prepayments of$24.8 million,excluding potentialpenalties,for the 30-year initial term are due by

151、mid-2026,per the terms of the Ameren Agreements and as we deliver the relevantcleared 900 MHz Broadband Spectrum and the associated broadband licenses.The Ameren Agreements are subject to customaryprovisions regarding remedies for non-delivery,including refund of amounts paid and termination rights

152、if we fail to perform ourcontractual obligations,including failure to deliver the relevant cleared 900 MHz Broadband2025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm14/108Page 62025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar

153、/data/1304492/000130449223000030/atex-20230331.htm15/108Table of ContentsSpectrum in accordance with the terms of the Ameren Agreements.We are working with incumbents to clear the 900 MHzBroadband Spectrum allocation in Amerens service territory.In accordance with ASC 606 Revenue from Contracts with

154、Customers,the payments of prepaid fees under the Ameren Agreements will be accounted for as deferred revenue on ourConsolidated Balance Sheets.Revenue will be recognized over time as the performance obligations of clearing the 900 MHzBroadband Spectrum and the associated broadband licenses are deliv

155、ered by respective county,over the contractual term ofapproximately 30-years.The following table represents the contractual delivery milestones under the Ameren Agreements and the allocated valueascribed for each term of the milestone.AmerenMilestoneTotal allocated value(in millions)*Start of revenu

156、erecognition*Term*Upfront deposit$0.3 Q3 FY2230 yearsMilestone 11.7 Q3 FY223 yearsMilestone 221.0 Q1 FY2527 yearsMilestone 31.9 Q1 FY2527 yearsMilestone 422.8 Q1 FY2725 years*Total allocated value is subject to change based on final delivery date of the broadband licenses for the associated mileston

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

158、he revenuewill be recognized for the associated milestone.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 apo

159、pulation of approximately 3.9 million people.The Evergy Agreement is for an initial term of 20 years with two 10-year renewaloptions for additional payments.Prepayment in full of the$30.2 million for the 20-year initial term,which was due and payablewithin thirty(30)days after execution of the Everg

160、y Agreement,was received by us in October 2021.The Evergy Agreement issubject to customary provisions regarding remedies for non-delivery,including refund of amounts paid and termination rights if wefail to perform our contractual obligations,including failure to deliver the relevant cleared 900 MHz

161、 Broadband Spectrum inaccordance with the terms of the Evergy Agreement.We are working with incumbents to clear the 900 MHz Broadband Spectrumallocation covered by the Evergy Agreement.In accordance with ASC 606 Revenue from Contracts with Customers,the paymentsof prepaid fees under the Evergy Agree

162、ment 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 theassociated broadband licenses are delivered by respective county,over the contractual term of approx

163、imately 20-years.The following table represents the contractual delivery milestones under the Evergy Agreement and the allocated valueascribed for each term of the milestone.EvergyMilestoneTotal allocated value(in millions)*Start of revenuerecognition*Term*Milestone 1$0.9 Q2 FY231 yearMilestone 229.

164、3 Q2 FY2419 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 deliveries.*Revenue recognition occurs upon delivery of broadband licenses for the associated milestone

165、 which may differ from theestimates noted above.Term is calculated based on the expected delivery date,which correlates to the period of time the revenue isexpected to be recognized for the associated milestone.Xcel Energy AgreementIn October 2022,we entered into an agreement with Xcel Energy provid

166、ing Xcel Energy dedicated long-term usage of our900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energys service territory in eight states(the“XcelPage 72025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm16/108Table of Cont

167、entsEnergy Agreement”)including Colorado,Michigan,Minnesota,New Mexico,North Dakota,South Dakota,Texas and Wisconsin.The Xcel Energy Agreement also provides Xcel Energy an option to extend the agreement for two 10-year terms for additionalpayments.The Xcel Energy Agreement allows Xcel Energy to depl

168、oy a PLTE network to support its grid modernization initiativesfor the benefit of its approximately 3.7 million electricity customers and 2.1 million natural gas customers.The scheduledprepayments for the 20-year initial term of the Xcel Energy Agreement total$80.0 million,of which$8.0 million was r

169、eceived inDecember 2022.The Xcel Energy Agreement is subject to customary provisions regarding remedies for non-delivery,includingrefund of amounts paid and termination rights if we fail to perform our contractual obligations,including failure to deliver therelevant cleared 900 MHz Broadband Spectru

170、m in accordance with the terms of the Xcel Energy Agreement.The remainingprepayments for the 20-year initial term are due by mid-2028,per the terms of the Xcel Energy Agreement and as we deliver therelevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses.We are working with

171、incumbents to clearthe 900 MHz Broadband Spectrum allocation in Xcel Energy service territories.In accordance with ASC 606 Revenue fromContracts with Customers,the payments of prepaid fees under the Xcel Energy Agreement will be accounted for as deferredrevenue on our Consolidated Balance Sheets.Rev

172、enue will be recognized over time as the performance obligations of clearing the900 MHz Broadband Spectrum and the associated broadband licenses are delivered by respective county,over the contractual termof approximately 20 years.The following table represents the contractual delivery milestones un

173、der the Xcel Energy Agreement and the allocatedvalue ascribed for each term of the milestone.Xcel EnergyMilestoneTotal allocated value(in millions)*Start of revenuerecognition*Term*Milestone 1$36.5 Q2 FY2420 yearsMilestone 216.7 Q4 FY2420 yearsMilestone 310.9 Q1 FY2519 yearsMilestone 48.9 Q2 FY2618

174、yearsMilestone 57.0 Q2 FY2915 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 deliveries.*Revenue recognition occurs upon delivery of broadband licenses for the as

175、sociated milestone which may differ from theestimates noted above.Term is calculated based on the expected delivery date,which correlates to the period of time the revenue isexpected to be recognized for the associated milestone.Sales of 900 MHz Broadband SpectrumSDG&E AgreementIn February 2021,we e

176、ntered into an agreement with SDG&E to sell 900 MHz Broadband Spectrum throughoutSDG&Es California service territory,including San Diego and Imperial Counties and portions of Orange County(the“SDG&EAgreement”)for a total payment of$50.0 million.The SDG&E Agreement will support SDG&Es deployment of a

177、 PLTE networkfor its California service territory,with a population of approximately 3.6 million people.As part of the SDG&E Agreement,SDG&E and Anterix are collaborating to accelerate the utility industry momentum for private networks.The SDG&E Agreementincludes the assignment of 6 MHz of 900 MHz B

178、roadband Spectrum,936.5 939.5 MHz paired with 897.5 900.5 MHz,withinSDG&Es service territory following the FCCs issuance of the broadband licenses to us.We commenced delivery to SDG&E ofthe relevant 900 MHz Broadband Spectrum and the associated broadband licenses by county in the fiscal year ended 2

179、023(“Fiscal2023”)and delivery is scheduled for completion before the end of fiscal year 2024.The total payment of$50.0 million iscomprised of an initial payment of$20.0 million,received in February 2021 and the remaining$30.0 million payment,which isdue through fiscal year 2024 as we deliver the rel

180、evant cleared 900 MHz Broadband Spectrum and the associated broadbandlicenses to SDG&E.In September 2022,we delivered to SDG&E 1.4 x 1.4 cleared 900 MHz Broadband Spectrum and theassociated broadband license related to Imperial County and received a milestone payment of$0.2 million.The SDG&EAgreemen

181、t is subject to customary provisions regarding remedies for non-delivery,including refund of amounts paid andtermination rights if Anterix fails to perform its contractual obligations,including failure to deliver the relevant cleared 900 MHzBroadband Spectrum in accordance with the terms of the SDG&

182、E Agreement.A gain or loss on the sale of spectrum will berecognized for each county once we deliver the cleared 900 MHz Broadband Spectrum and the associated broadband licenses toSDG&E in full.2025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-2023033

183、1.htm17/108Page 82025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm18/108Table of ContentsLCRA AgreementIn April 2023,we entered into an agreement with Lower Colorado River Authority(“LCRA”)to sell 900 MHz BroadbandSpectrum covering 68 cou

184、nties and more than 30 cities in LCRAs wholesale electric,transmission,and water service 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

185、a host of capabilities including gridawareness,communications and operational intelligence that will enhance resilience and spur innovation at LCRA.The newlicenses will enable LCRA to move from narrowband to next generation broadband and provide mission-critical data and voiceservices within LCRA an

186、d to more than 100 external customers such as electric cooperatives,schools and transit authorities acrossmore than 73,000 square miles.The payment of$30.0 million is due through fiscal year 2026 as we deliver the relevant cleared 900MHz Broadband Spectrum and the associated broadband licenses to LC

187、RA.The LCRA Agreement is subject to customaryprovisions regarding remedies for non-delivery,including refund of amounts paid and termination rights if Anterix fails to performits contractual obligations,including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with t

188、heterms of the LCRA Agreement.A gain or loss on the sale of spectrum will be recognized for each county once we deliver thecleared 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 Spect

189、rum Agreement”)to lease a portion of our900 MHz licenses in exchange for an upfront,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.Motorolasinvestment in the Sub

190、sidiary was convertible,at the option of either party,into shares of our common stock at a price equal to$20.00 per share(the“Conversion Right”).In May 2022,Motorola exercised its Conversion Right,and we issued Motorola500,000 shares of our common stock(the“Shares”)in conversion of Motorolas ownersh

191、ip of 500,000 Class B Units(the“Units”)in our Subsidiary.In June 2022,we filed a Registration Statement on Form S-3(File No.333-265930)to register the 500,000shares of our common stock held by Motorola for resale or other disposition by Motorola(the“Resale Registration Statement”).The Resale Registr

192、ation Statement was declared effective by the SEC on July 15,2022.Motorola is not entitled to any profits,dividends,or other distribution from the operations of the Subsidiary.Under theterms of this lease agreement with Motorola,Motorola can use the leased channels to provide narrowband services to

193、certainqualified end-users.The end-users can only use the leased channels for their internal communication purposes.The end-userscannot sublease the channels to any other end-users or any commercial radio system operations or carriers.The lease agreementlimits the total number of channels that Motor

194、ola can lease in any market area.The lease agreement provides us with flexibilityregarding the future use and management of our spectrum,including relocation and repurposing policies designed to facilitate anynecessary realignment of frequencies that may be associated with our efforts to clear spect

195、rum for broadband uses.CompetitionOur competitors include retail wireless network providers,such as Verizon,AT&T,T-Mobile,Dish and UScellular,privateradio operators and other public and private companies who own spectrum,supply communication networks,technologies,products and solutions to our target

196、ed utility and critical infrastructure enterprises.Many of these competitors have a long trackrecord of providing technologies,products and solutions to our targeted customers and have greater political and regulatoryinfluence than we do.In addition,many of our competitors have more resources,substa

197、ntially greater product development andmarketing budgets,greater name and brand recognition,a significantly greater base of customers in which to spread their operatingcosts and more financial and personnel resources than we do.All of these factors could prevent,delay or increase the costs ofcommerc

198、ializing the broadband licenses we secure to our targeted customers.In addition,these and other competitors have developed or may develop services,technologies,products and solutions thatdirectly compete with the broadband networks,technologies,products and solutions that can be deployed with our sp

199、ectrum assets.If competitors offer services,technologies,products and solutions to our targeted customers at prices and terms that make thelicensing 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 a

200、dverse effect on our financial results and prospects.Further,the 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 tolic

201、ense our spectrum assets.For example,the federal government created and funded the First Responder Network Authority(“FRNA”),which the federal government authorized to help accomplish,fund,and oversee the deployment of a dedicatedNationwide Public Safety Broadband Network(“NPSBN”),which is marketed

202、as“FirstNet.”The NPSBN is an additional sourceof competition to utilizing our 900 MHz spectrum assets by our targeted utility and critical infrastructure enterprises.Page 92025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm19/108Table of Co

203、ntentsOur Historical FCC InitiativesJoint PetitionWhile our current licensed spectrum can support narrowband and wideband wireless services,the most significantbusiness opportunities we identified require contiguous spectrum that allows for greater bandwidth than allowed by the originalconfiguration

204、 of the 900 MHz band.In November 2014,in conjunction with the Enterprise Wireless Alliance(“EWA”),wesubmitted a Joint Petition for Rulemaking(the“Joint Petition”)to the FCC proposing a realignment of a portion of the 900 MHzband to create a 6 MHz broadband segment,while retaining 4 MHz for continued

205、 narrowband operations.In May 2015,we and theEWA filed proposed rules with the FCC related to our Joint Petition recommending procedural and technical operating parametersand processes related to the administration and technical sequencing of the proposed realignment of the 900 MHz band.Ourproposed

206、rules included the requirement for the broadband operator to provide comparable facilities to incumbent licensees,to paythe costs of their realignment and to utilize available filtering technologies to protect incumbents adjacent to the proposedbroadband portion of the 900 MHz band.Notice of Inquiry

207、In August 2017,the FCC issued a Notice of Inquiry(“NOI”)announcing that it had commenced a proceeding to examinewhether it would be in the public interest to change the existing rules governing the 900 MHz band to increase access to spectrum,improve spectrum efficiency and expand flexibility for a v

208、ariety of potential uses and applications,including broadband and otheradvanced technologies and services.We and EWA filed a joint response to the FCCs NOI in October 2017 and submitted replycomments in November 2017.Notice of Proposed RulemakingOn March 14,2019,the FCC unanimously adopted a Notice

209、of Proposed Rulemaking(“NPRM”)endorsing our objectiveof creating a broadband opportunity in the 900 MHz band for critical infrastructure and other enterprise users.In the NPRM,theFCC set to determine(i)what mechanism and requirements should be imposed before a broadband applicant can acquire the FCC

210、sinventory of spectrum,including how to mitigate a windfall that might be attributed to the broadband applicant by the FCCsaction;(ii)what mechanism should be used to enable the broadband applicant to clear sufficient spectrum to qualify for abroadband license,including how to prevent potential hold

211、outs;(iii)what size systems being operated by incumbents should bedeemed to be“Complex Systems”and exempt from any Mandatory Retuning requirements;and(v)what approaches,includingpotential overlay auctions,should be used in counties where the broadband segment cannot be cleared of incumbents.We filed

212、 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 and realign the 900 MHz band to increase itsusability and capacity by allowing it to be utilized for the deployment of broadb

213、and networks,technologies and solutions.In theReport and Order,the FCC reconfigured the 900 MHz band to create a 6 MHz broadband segment(240 channels)and twonarrowband segments,consisting of a 3 MHz narrowband segment(120 channels)and a 1 MHz narrowband segment(39channels).FIGURE I below illustrates

214、 the FCC realignment as outlined in the Report and Order.FIGURE I2025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm20/108Page 102025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm

215、21/108Table of ContentsThe Role of the CountyUnder the Report and Order,the FCC established the“county”as the base unit of measure in determining whether abroadband applicant is eligible to secure a broadband license.There are 3,233 counties in the United States,including Puerto Ricoand other U.S.te

216、rritories.Broadband License Eligibility RequirementsThe Report and Order establishes three eligibility requirements to obtain broadband licenses in a county,which we refer toherein as(i)the“50%Licensed Spectrum Test,”(ii)the“90%Broadband Segment Test”and(iii)the“240 Channel Requirement.”Treatment of

217、 Complex SystemsThe Report and Order exempts Complex Systems from the Mandatory Retuning process,even when a broadbandapplicant 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

218、.The Association of American RailroadsThe nations railroads,particularly the major freight lines,operate on six narrowband 900 MHz channels licensed to theirtrade association,the Association of American Railroads(“AAR”).Three of these narrowband channels are located in the 900 MHzbroadband segment c

219、reated by the FCC.In January 2020,we entered into an agreement with the AAR in which we agreed to cancellicenses in the 900 MHz band to enable the AAR to relocate its operations,including operations utilizing the three channels locatedin the 900 MHz broadband segment(the“AAR Agreement”).The FCC refe

220、renced the AAR agreement in the Report and Order andrequired us to cancel our licenses and return them to the FCC in accordance with the AAR Agreement.We cancelled these licensesin June 2020.The Report and Order provides that the FCC will make the channels associated with these licenses available to

221、 theAAR to enable the AAR to relocate their current operations within five years.The Report and Order also provides that the FCCwill credit us for our cancelled licenses for purposes of determining our eligibility to secure broadband licenses and the calculationof any Anti-Windfall Payments.Broadban

222、d Licensing ProcessIn May 2021,the FCCs Wireless Telecommunication Bureau released a Public Notice detailing the applicationrequirements and timeline for obtaining broadband licenses.The broadband licensing process includes filing an application withthe FCC used for new wireless licenses,completing

223、an Eligibility Certification and developing a Transition Plan describing theagreements the prospective broadband applicant has entered into with Covered Incumbents.We intend to pursue and filePage 112025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20

224、230331.htm22/1082025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm23/108Table of Contentsapplications based on the timing of customer opportunities,strategic initiatives and our spectrum clearing results and shortlythereafter surrender our

225、 underlying licenses.The Anti-Windfall Payment to the U.S.Treasury for any spectrum we obtain from theFCCs inventory to reach the 240 Channel Requirement will be made as soon as possible after the FCC provides us the amount duefor these channels.In cases where we have satisfied the 90%Broadband Segm

226、ent Test but have not reached an agreement with allCovered 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 applicantmust demonstrate that it holds more

227、 than 50%of the outstanding licensed channels in that county.As noted above,the 900 MHzband is made up of a maximum of 399 channels in each county.The FCC has licensed less than the maximum number of 399channels in all but the most populous counties.Because the 50%Licensed Spectrum Test is based on

228、licensed channels,anychannels that are not licensed by the FCC are not included in the denominator when determining whether the broadband applicanthas satisfied this test.As of the date of this filing,we alone satisfy the 50%Licensed Spectrum Test in approximately 3,200counties of the 3,233 counties

229、 in the United States and its territories.MAP 2 below illustrates our licensed channels by county inthe 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 balancebetween a voluntary market process to cle

230、ar any“Covered Incumbent”(i.e.,holders of licenses in the broadband segment)and theMandatory Retuning process established by the FCC in the Report and Order(which applies to all Covered Incumbents,except forthose Covered Incumbents operating Complex Systems.This test requires the broadband applicant

231、 to hold,have agreements withor protect Covered Incumbents equal to 90%or more of the licensed channels in the broadband segment in a particular county andwithin 70 miles of the countys boundaries before the FCC will issue a broadband license and therefore commence the mandatoryretuning period.The b

232、roadband segment in the 900 MHz band has a total of 240 channels.The 90%Broadband Segment Test iscalculated using outstanding licensed channels,which means that if the FCC has licensed all 240 channels,the broadband applicantwould be required to have control of,or agreements covering,216 channels wi

233、thin the broadband segment.In most counties in theUnited States,the FCC has licensed fewer than 240 channels in the broadband segment and these unlicensed channels are notincluded in the denominator when determining whether the broadband applicant has satisfied this 90%Broadband Segment Test.A broad

234、band applicant can satisfy the 90%Broadband Segment Test by purchasing channels from Covered Incumbentsfor cash or other consideration,by paying to relocate Covered Incumbents to replacement spectrum channels outside the broadbandsegment,or by demonstrating that the broadband applicants facilities w

235、ill be far enough from the Covered Incumbentsnarrowband system to allow the two types of networks to co-exist.Page 122025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm24/108Table of ContentsBefore filing for a broadband license,the broadba

236、nd applicant must satisfy the 90%Broadband Segment Test by utilizingits channel holdings and negotiating with Covered Incumbents on a purely voluntary basis for any additional channels it requires tosatisfy this test.Only after the 50%Licensed Spectrum Test and the 90%Broadband Segment Test are both

237、 satisfied will the FCCissue to the broadband applicant a broadband license and commence the“Mandatory Retuning”period.During this MandatoryRetuning period,any Covered Incumbents that remain in the broadband segment(other than Complex Systems)are required tonegotiate in good faith with the broadband

238、 applicant to sell their channels or otherwise clear the broadband segment,subject tointervention by the FCC if the parties cannot reach an agreement.MAP 3 below illustrates our licensed holdings and licensed holdings we have under contract by county in the 6 MHzbroadband segment created by the Repo

239、rt and Order.This map does not reflect licenses that may meet the protection criteria as thatis evaluated on a county basis as each broadband transition plan is prepared.3.240 Channel Requirement.The Report and Order requires the broadband applicant to surrender 6 MHz ofnarrowband spectrum(or 240 ch

240、annels)in the applicable county to the FCC in exchange for a broadband license.If the broadbandapplicant does not have sufficient channels in the county to return 240 channels to the FCC,it can elect to make an Anti-WindfallPayment to the U.S.Treasury to effectively purchase unlicensed channels in t

241、he FCCs inventory.The Anti-Windfall Payment forthese channels will be based on prices paid in the applicable county in the 600 MHz auction conducted by the FCC.To satisfy the240 Channel Requirement,the broadband applicant has the option on a county-by-county basis to determine whether it is morecost

242、-effective to make the Anti-Windfall Payment,purchase channels from incumbents(where available),or possibly acombination of both.Importantly,the markets where the FCC has channels in inventory and where we may need to make Anti-WindfallPayments to effectively return 240 channels to the FCC are gener

243、ally in smaller urban,suburban and rural markets.Our spectrumposition is greatest in the largest,most populated and therefore most expensive markets,with a few exceptions as shown in MAP 4below.Although we will need to make Anti-Windfall Payments to secure broadband licenses in some counties,the ave

244、rage cost inaggregate for the channels will be lower than the nationwide average amount of$0.93 per MHz of population covered(“POP”)paid in the FCCs 600 MHz auction.Page 132025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm25/108Table of Co

245、ntentsCosts of Securing Broadband LicensesAs discussed above,to obtain a broadband license in a county,the broadband applicant must satisfy(i)the 50%LicensedSpectrum Test,(ii)the 90%Broadband Segment Test and(iii)the 240 Channel Requirement.As the broadband applicant,we cansatisfy these channel requ

246、irements by including our existing licensed channels in the 900 MHz band and by acquiring or clearingadditional channels when necessary,through(i)spectrum purchases,(ii)spectrum retuning and/or(iii)by making Anti-WindfallPayments.Under the Report and Order,we have the option of using each of these o

247、ptions alone,or in any combination required,tosatisfy 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 variousmarkets in anticipation of the Report and Order.We have and will cont

248、inue to employ spectrum acquisition as a tool for thosesituations where a Covered Incumbent desires to exit the 900 MHz band.We may selectively acquire channels outside the 900MHz broadband segment and use them to swap for channels within the broadband segment.For purposes of our broadband2025/2/13

249、00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm26/108Page 142025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm27/108Table of Contentslicense eligibility,any potential acquisitions we ne

250、gotiate in the 900 MHz band may be included as part of our broadbandapplication,but the acquisition does not need to be consummated at the time we submit our broadband license application.2.Spectrum Retuning.Retuning is the exercise of modifying incumbents licenses to remove the broadbandsegment cha

251、nnels held by Covered Incumbents and swapping narrowband segments channels to facilitate a move to channelsoutside of the 900 MHz broadband segment established by the Report and Order.An agreement to retune adds to the number ofchannels we hold for computational purposes of the 90%Broadband Segment

252、Test.We began retuning channels with interestedCovered Incumbents in 2015 in anticipation of the Report and Order.We have continued retuning channels with CoveredIncumbents since that time.For purposes of broadband license eligibility,any potential spectrum retuning agreements we negotiatein the 900

253、 MHz band will be included as part of our broadband application,but the retune is not required to be completed beforewe submit our broadband license application.3.Anti-Windfall Payment.To obtain a 6 MHz broadband license,we must surrender 240 licensed channels in thecounty.As this band has been unde

254、rutilized historically,most counties in the United States do not have 240 outstandinglicensed channels that can be surrendered.To make up the difference,we may effectively pay for channels from the FCCsspectrum inventory by making an Anti-Windfall Payment.As noted above,the FCC will use a reference

255、per channel price based onthe 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 confidentiality provisions inour contracts,to protect our intellectual property.We have s

256、everal trademarks and service marks to protect our current and futurecorporate name,services offerings,goodwill and brand.There are currently no claims or litigation regarding these trademarks,patents,copyrights,or service marks.We also rely on trade secret protection of our intellectual property.We

257、 enter intoconfidentiality 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 United States,plus Hawaii,Alaska andPuerto Rico.The FCC regulates our wireless spectrum holdings,t

258、he issuance of broadband licenses in the 900 MHz band inaccordance with the Report and Order,our future leasing or sale of any broadband licenses we secure,and the future constructionand operation of wireless networks,technologies and solutions utilizing our spectrum assets.LicensingWe are authorize

259、d to provide our wireless communication services on specified frequencies within specified geographicareas and in doing so must comply with the rules,regulations and policies adopted by the FCC.The FCC issues each spectrumlicense for a fixed period,typically ten years in the case of the FCC narrowba

260、nd licenses we currently hold and 15 years for anybroadband licenses in accordance with the Report and Order.Any broadband licenses we secure will also have performancerequirements at the 6-and 12-year marks to demonstrate that the broadband spectrum is being used to serve the public interest.While

261、the FCC has generally renewed licenses held by operating companies like us,the FCC has the authority to both revoke alicense for cause and to deny a license renewal if it determines that license renewal is not in the public interest.Furthermore,wecould be subject to fines,forfeitures and other penal

262、ties 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,resultsof operations or financial condition.The Communications Act of 1934,as amended,and FCC rules and re

263、gulations require us to obtain the FCCs priorapproval before assigning or transferring control of wireless licenses,with limited exceptions.The FCCs rules and regulations alsogovern spectrum lease arrangements for a range of wireless radio service licenses,including the licenses we hold.These samere

264、quirements apply to any licenses or leases we may wish to enter into,transfer,or acquire as part of our broadband initiatives.TheFCC may prohibit or impose conditions on any proposed acquisitions,sales,or other transfers of control of licenses or leases.TheFCC engages in a case-by-case review of tra

265、nsactions that involve the consolidation or sale of spectrum licenses or leases and mayapply a spectrum“screen”in examining such transactions.Because an FCC license is necessary to lawfully provide the wirelessservices we plan to enable,if the FCC were to disapprove any such request to acquire,assig

266、n,or otherwise transfer a license orlease,our business plans would be adversely affected.Approval from the Federal Trade Commission and the Department of Justice,as well as state or local regulatory authorities,also may be required if we sell or acquire spectrum.FCC RegulationsThe FCC does not curre

267、ntly regulate rates for services offered by wireless providers.However,we may be subject to otherFCC regulations that impose obligations on wireless providers,such as Federal Universal Service Fund obligations,which requirecommunications providers to contribute to a fund that supports subsidized com

268、munications services to underserved areas and users;rules governing billing,subscriber privacy and customer proprietary network information;roaming obligations;Page 152025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm28/1082025/2/13 00:21a

269、tex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm29/108Table of Contentsrules that require wireless service providers to configure their networks to facilitate electronic surveillance by law enforcementofficials;rules governing spam,telemarketing and tru

270、th-in-billing and rules requiring us to offer equipment and services that areaccessible to and usable by persons with disabilities,among others.There are also pending proceedings that may affect spectrumaggregation limits and/or adjustment of the FCCs case-by-case spectrum screens;regulation surroun

271、ding the deployment ofadvanced wireless broadband infrastructure;the imposition of text-to-911 capabilities;and the transition to IP networks,amongothers.Some of these requirements and pending proceedings(of which the previous examples are not an exhaustive list)posetechnical and operational challen

272、ges for which we,and the industry as a whole,have not yet developed clear solutions.We areunable to predict how these pending or future FCC proceedings may affect our business,financial condition,or results ofoperations.Our failure to comply with any applicable FCC regulations could subject us to si

273、gnificant fines or forfeitures.State and Local RegulationIn addition to FCC regulation,we are subject to certain state regulatory 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 localgo

274、vernments,however,are permitted to manage public rights of way and can require fair and reasonable compensation fromwireless providers for use of those rights of way so long as the compensation required is publicly disclosed by the government.Thesiting of base stations also remains subject to some d

275、egree of control by state and local jurisdiction.Tower SitingOur current and future customers who deploy broadband networks will be required to comply with various federal,stateand local regulations that govern the siting,lighting and construction of transmitter towers and antennas,including require

276、mentsimposed by the FCC and the Federal Aviation Administration(“FAA”).Federal rules subject certain tower site locations toextensive zoning,environmental and historic preservation requirements and mandate consultation with various parties,includingState and Tribal Historic Preservation Offices,whic

277、h can make it more difficult and expensive to deploy facilities.The FCCantenna structure registration process also imposes public notice requirements when plans are made for construction of,ormodification to,antenna structures that require FAA approval,potentially adding to the delays and burdens as

278、sociated with towersiting,including potential challenges from special interest groups.To the extent governmental agencies continue to imposeadditional 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 t

279、ower siting“shot clock”that requires local authorities to address tower applications within aspecific timeframe,which can assist carriers in more rapid deployment of towers.More recently,the FCC also has adopted rulesintended to accelerate broadband deployment by removing barriers to infrastructure

280、investment,in particular for“small cell”equipment.Those rules have been challenged by certain municipalities and tribal 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,nationalsecurity an

281、d disaster recovery issues continue to receive attention at the federal,state and local levels.For example,Congress isexpected to again consider cyber security legislation to increase the security and resiliency of the nations digital infrastructure.Ourcurrent and future customers who deploy broadba

282、nd networks may be required to comply with potential federal,state and localregulations that govern elements of the 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 hav

283、e an experienced,talented,motivated and dedicated team.We are committed to supporting thedevelopment of all our employees and to continuing to build on our strong culture.As of March 31,2023,we had 82 full-timeemployees.We engage consultants and contract workers on an as-needed basis.We believe the

284、relations with our employees andconsultants are good.Company CultureWe are guided by our core values Integrity,Courage,Camaraderie,Transformative,and Excellence that express howwe aspire to be when we are at our best.With these values as the backbone of our corporate culture,we work tirelessly to ac

285、t asresponsible stewards to our employees,communities and other stakeholders who rely on us.In addition,we are committed togoverning 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 part

286、icipate in an initialEmployee Engagement by completing an anonymous survey.Eighty percent of our employees participated in the cultural surveyproviding a good basis to gauge employee sentiment.Our management team reviewed the feedback and shared thePage 162025/2/13 00:21atex-20230331https:/www.sec.g

287、ov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm30/108Table of Contentssurvey results with employees at a quarterly Town Hall meeting.The survey showed that we have a highly engaged workforce thatoverwhelmingly views our work environment favorably.Where our employees identified ar

288、eas for improvement,we worked withvarious functional areas to create and implement action plans to address any issues.Our second Employee Engagement survey isset to launch in Fall 2023.Diversity,Equity and InclusionWe are committed to hiring inclusively,providing training and development opportuniti

289、es,fostering an inclusive culture,ensuring equitable pay for employees,and focusing on attracting and retaining diverse representation at every level within theCompany.Anterix GROW was launched in February 2023.The focus of GROW is to embed inclusion into everyday life,personally and professionally.

290、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 organizations like INROADS and Talent Hue provide further avenues for rec

291、ruiting diverse talent.As ofMarch 31,2023,33%of our Board members and 28%of our workforce identify as diverse.In Fiscal 2023,31%of our new hireswere females and our overall workforce is 35%female.Employee Growth and DevelopmentWe offer a meaningful work environment with experiences and opportunities

292、 to grow and develop.This starts with theopportunity for continuous learning and the opportunity to do challenging,transformative work that helps our team build skills atall levels,including leadership opportunities,coaching,and mentoring.In addition to mandatory training on compliance mattersand po

293、licies,we provide and encourage employees to partake in optional career development,health and wellness,and employeeengagement activities and training.We conduct surveys that gauge employee sentiment in areas like career development,manager performance andinclusivity,and we are committed to taking s

294、teps 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 ouremployees,including a work-from-home policy.Following a shift to work from home in response to the global COVID-1

295、9pandemic crisis,we have moved to a hybrid model requiring employees to work from the office three days a week,three weeks amonth.We believe this approach balances the benefits of team development of office-based work with the personal andenvironmental benefits of working from home.Employees needing

296、 in-person access to laboratories or other resources onsite arenot eligible for hybrid work.We believe that we have learned to operate successfully in this unique environment,and we remaincommitted to supporting our teams new,more carbon-friendly,hybrid work program.Our Corporate InformationOur prin

297、cipal executive offices are located at 3 Garret Mountain Plaza,Suite 401,Woodland Park,New Jersey 07424 and8260 Greensboro Drive,Suite 501,McLean,Virginia.Our main telephone number is(973)771-0300.We were originallyincorporated in California in 1997 and reincorporated in Delaware in 2014.Our website

298、 is .Available InformationOur Annual Reports on From 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K and amendments toreports filed pursuant to Sections 13(a)and 15(d)of the Securities Exchange Act of 1934,as amended(the“Exchange Act”)aremade available free of charge on our website a

299、s soon as reasonably practicable after we electronically file such material with,orfurnish it to,the Securities and Exchange Commissions(“SEC”).The SEC maintains an internet site at www.sec.gov that containsreports,proxy and information statements,and other information regarding issuers that file el

300、ectronically with the SEC.We includeour website address in this Annual Report only as an inactive textual reference.The information on or accessible through ourwebsite is not incorporated into this Annual Report,and you should not consider any information on,or that can be accessedthrough,our websit

301、e 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 AnnualReport and our other reports and filings made with the SEC,in evaluating our business and prospec

302、ts.If any of the risks discussedin this Annual Report occur,our business,prospects,liquidity,financial condition and results of operations could be materially andadversely affected,in which case the trading price of our common stock could decline significantly.Some statements in this AnnualReport,in

303、cluding statements in the following risk factors,constitute forward-looking statements.Please refer to the section entitled“Cautionary Statement Concerning Forward-Looking Statements.”Page 172025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.h

304、tm31/1082025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm32/108Table of ContentsRisks Related to Obtaining Broadband Licenses,the Retuning Process and the Use of Our SpectrumOur plans to commercialize our 900 MHz spectrum assets depend on

305、 our ability to qualify for and obtain broadbandlicenses from the FCC in accordance with the requirements of the Report and Order.If we are unable to obtain broadbandlicenses on favorable terms and on a timely basis,our business,liquidity,results of operations and prospects will be materiallyadverse

306、ly affected.Our plans to commercialize our 900 MHz spectrum assets depend on our ability to obtain broadband licenses inaccordance with the requirements of the Report and Order.The Report and Order establishes three general eligibility requirementsto obtain a broadband license,which we refer to here

307、in as(i)the“50%Licensed Spectrum Test,”(ii)the“90%Broadband SegmentTest”and(iii)the“240 Channel Requirement.”We will need to satisfy all eligibility requirements in each county in the UnitedStates for which we desire to obtain a broadband license.Under the 50%Licensed Spectrum Test,we must demonstra

308、te that wehold more than 50%of the licensed channels in the 900 MHz band in the applicable county.Under the 90%Broadband SegmentTest,we must provide the FCC with a plan demonstrating that we hold,or have agreements with Covered Incumbents for,at least90%of the licensed channels in the 6 MHz broadban

309、d 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 narrowband spectrum(or 240 channels)in theapplicable county to the FCC.If we do not have a sufficient number of channels to satisfy any of these eligib

310、ility requirements,wewill be required to purchase the additional channels from incumbents in privately negotiated transactions,swap our existingchannels with incumbents(including any required retuning of the incumbent radio systems),demonstrate the ability to protectCovered Incumbents or effectively

311、 purchase channels not previously licensed by the FCC by making an Anti-Windfall Payment.The amount of spectrum we will be required to purchase and/or swap and the amount of any Anti-Windfall Payment will vary ineach county based on our existing spectrum holdings in such county.Our ability to acquir

312、e and/or swap the additional spectrumnecessary to secure broadband licenses in a desired county on a timely and cost-effective basis will depend on the incumbents whohold the additional spectrum we need to acquire or swap and their operations that we may need to retune or replace.Obtaining therequir

313、ed spectrum to qualify for broadband licenses may take longer and be more expensive than we currently anticipate.Inaddition,as discussed in 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 th

314、e FCC,we will not be able to utilize the Mandatory Retuning proceduresthe FCC established in the Report and Order.If we are unable to obtain broadband licenses on favorable terms and on a timelybasis,or at all,our business,liquidity,results of operations and prospects will be materially adversely af

315、fected.In addition,significant costs or delays beyond what we have anticipated in our business plan will further delay us from commercializing ourspectrum assets,and may prevent us from returning capital to stockholders(through dividends or stock repurchases)and require usto seek additional sources

316、of capital and liquidity in order to carry out our business and plans,which could cause significantdilution to our existing stockholders.See the risk factor entitled“We may not be able to correctly estimate our operating expensesor future revenues,which could lead to cash shortfalls,and may prevent

317、us from returning capital to our stockholders and requireus to secure additional financing.”The voluntary exchange process established by the FCC in the Report and Order may not allow us to clear or relocateincumbents in a timely manner and on commercially reasonable terms,or at all.The Report and O

318、rder establishes a market-driven,voluntary exchange process for clearing the channels in the broadbandsegment on a county-by-county 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 th

319、e licensed channels in the broadband segment beforewe can file for a broadband application,can lead to holdouts by Covered Incumbents.For example,a Covered Incumbent maydemand compensation in an amount that is disproportionate to the cost of relocating its system or any reasonable reflection of thev

320、alue of its spectrum holdings or may elect not to negotiate an agreement at all.In the Report and Order,the FCC has establishedthat a Broadband license can trigger a Mandatory Retuning process to help a broadband applicant clear the remaining channels inthe broadband segment.There is no assurance,ho

321、wever,that we can swap or acquire sufficient channels,including purchasingadditional spectrum,swapping spectrum or entering 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

322、satisfy the 90%Broadband Segment Test,as part of the Mandatory Retuning process we will be required to pay any costs associated with providingCovered Incumbents with comparable facilities and paying relocation costs.In addition,the FCC has exempted channels from the Mandatory Retuning process that a

323、re being utilized by incumbentsoperating Complex Systems.The FCC exempted Complex Systems from the Mandatory Retuning requirements because retuningthese systems could be complex and disruptive to the incumbent operators.Complex Systems are located in some of the largestbusiness and population center

324、s in the United States.Most are operated by electric utilities,including some utilities that activelyopposed our 900 MHz Broadband Spectrum initiatives that resulted in the Report and Order.This exemption effectively preventsus from obtaining broadband licenses in counties where these Complex System

325、s are located(or if a Complex System is beingoperated within 70 miles of a county boundary for which we are attempting to obtain a broadband license)without the incumbentsconsent,which could be withheld for any reason,or for no reason.As a result,the incumbentsPage 182025/2/13 00:21atex-20230331http

326、s:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm33/1082025/2/13 00:21atex-20230331https:/www.sec.gov/Archives/edgar/data/1304492/000130449223000030/atex-20230331.htm34/108Table of Contentsoperating Complex Systems can make demands that are not commercially reasonable(i

327、ncluding the commercial terms to obtain theuse of our spectrum),delay their decision or refuse to negotiate with us altogether.Our inability to obtain broadband licenses incounties where Complex Systems are currently being operated(or are being operated within 70 miles of a county boundary forwhich

328、we are attempting to obtain a broadband license)could have a material 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 licens

329、es.The AAR holds a nationwide geographic license for six non-contiguous channels in the 900 MHz band,three of which arelocated within the broadband segment established by the FCC in the Report and Order.These channels are used by freight railroadsfor Advanced Train Control System operations.We recog

330、nized from the outset of the 900 MHz proceedings the importance ofreaching agreements with the railroads about their relocation and worked with them throughout the FCC process.The Report andOrder acknowledged the agreement we had reached with the AAR.In January 2020,we formalized our AAR Agreement w

331、ith theAAR in which we agreed to provide licenses in the 900 MHz band to enable the AAR to relocate its operations,includingoperations utilizing the three channels located in the 900 MHz broadband segment.We cancelled these licenses in June 2020 inaccordance with the AAR Agreement and the FCC Report

332、 and Order.Delays by members of the AAR in clearing their channels inthe broadband segment could delay or hinder our ability to commercialize broadband licenses and the ability of our customers todeploy 3 x 3 MHz broadband networks in the affected area,which could cause delays,penalties or have a ma

333、terial adverse effecton our operations and business plan,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 businessplans and expectations.We have identified utilities and other critical infrastructure enterprises as our initial target customers.As of