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 31,2024OR 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 No2025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm1/110Indicate 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 statements of the registrant includedin 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 30,2023(the last business day of
14、its most recently completedsecond fiscal quarter)was$410,855,335.For purposes of this computation only,all executive officers,directors and 10%or greater stockholdershave been deemed affiliates of the registrant.As of June 21,2024,18,569,297 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 2024 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 31,2024.2025/5/19 14:29atex-20240331https:/www.sec.gov/Arch
17、ives/edgar/data/1304492/000130449224000077/atex-20240331.htm2/110Anterix Inc.FORM 10-KFor the fiscal year ended March 31,2024 TABLE OF CONTENTS PART I.Item 1.Business5Item 1A.Risk Factors20Item 1B.Unresolved Staff Comments32Item 1C.Cybersecurity32Item 2.Properties32Item 3.Legal Proceedings32Item 4.M
18、ine Safety Disclosures32PART II.Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of EquitySecurities33Item 6.Reserved34Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations35Item 7A.Quantitative and Qualitative Disclos
19、ures about Market Risk42Item 8.Financial Statements and Supplementary Data42Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure42Item 9A.Controls and Procedures42Item 9B.Other Information43Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspect
20、ions43PART III.Item 10.Directors,Executive Officers and Corporate Governance44Item 11.Executive Compensation44Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters44Item 13.Certain Relationships and Related Transactions,and Director Independence44Item
21、 14.Principal Accountant Fees and Services44PART IV.Item 15.Exhibit and Financial Statement Schedules45Item 16.Form 10-K Summary47SIGNATURES482025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm3/1102025/5/19 14:29atex-20240331https:/www.sec
22、.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm4/110Glossary 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:240 Channels:Equals 6 MHz of 900 MHz spectrum whether the
23、 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 Order.3 x 3 or 6 MHz:The broadband segment of the 900 MHz band(897.5-900.5/936.5-939.5)is authorized for a total of 6M
24、Hz of spectrum,with 3 MHz designated for uplink transmissions and 3 MHz for downlink transmissions.5 x 5 or 10 MHz:The broadband segment of the 900 MHz band(896-901/935-940)is authorized for a total of 10MHz of spectrum,with 5 MHz designated for uplink transmissions and 5 MHz for downlink transmissi
25、ons.3GPP:The 3rd Generation Partnership Project is the standards organization that develops protocols for mobiletelecommunications,such as Radio Access Networks,Services and Systems Aspects,and Core Network and Terminals.4G:4th generation of long-term evolution of radio system architecture.5G:5th ge
26、neration of long-term evolution of radio system architecture.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 payments so the spectrum could berepurpose
27、d for licensed wireless services.900 MHz:The 900 MHz band frequency ranges between 896-901/935-940.900 MHz Broadband Spectrum or 900 MHz Broadband Segment:The 900 MHz band authorized for broadband(897.5-900.5/936.5-939.5).Anti-Windfall Payment:A payment to the U.S.Treasury from a 900 MHz broadband a
28、pplicant,if the applicantrelinquishes less than 6 MHz(or 240 channels)of spectrum for any full or fractional MHz less than 6 MHz.The payment is basedon the 600 MHz Auction prices for the Partial Economic Area in which the county applied for by the broadband applicant isincluded.B/ILT:Systems operate
29、d 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.Covered Incumbent:Any 900 MHz site-
30、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 completely or partially overlaps the c
31、ounty.Demonstrated Intent:Demonstrated Intent is a quantitative and fact based scorecard that combines public and privatedata which measures customers intent to move forward with 900 MHz Broadband Spectrum.Eligibility Certification:A document certified by an independent third party approved by the F
32、CC 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 the total licensed 900 MHz spectrum for the relevant county,including credit for spectrum contained in acontract to acquire any covered
33、incumbents filed on or after March 14,2019(i.e.,the 50%Licensed Spectrum Test)and that theapplicant has secured or holds licenses for 90%or more of the total licensed 900 MHz Broadband Spectrum in a particular countyand within 70 miles of the countys boundaries,including credit for spectrum included
34、 in a contract to acquire,relocate or protectany covered incumbents or application filed on or after March 14,2019(i.e.,the 90%Broadband Spectrum Test).FCC:The Federal Communications Commission,an independent U.S.government agency overseen by Congress,is theUnited States primary authority for commun
35、ications law,regulation and technological innovation.The FCC regulates interstateand international communications by radio,television,wire,satellite and cable in all 50 states,the District of Columbia and U.S.territories.Integrated Platform:A cloud-based 4G/5G core,enabling greater resilience and en
36、hanced services between participatingnetworks,including mutual aid,cybersecurity,shared infrastructure,and integration of distributed energy sources.Licensed Channel:Any of the 399 12.5 kHz narrowband 900 MHz channels for which there is a current,active FCClicense to an existing entity.Not all 900 M
37、Hz channels are currently licensed as some channels are held in the FCC inventory.TheFCC will provide credit to the broadband applicant for incumbent channels cancelled pursuant to a contract with the broadbandapplicant.2025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/00013
38、0449224000077/atex-20240331.htm5/1102025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm6/110Mandatory Retuning:A process by which a 900 MHz broadband licensee can mandatorily relocate a Covered Incumbentto channels outside of the 900 MHz Br
39、oadband Segment if the replacement channels provide comparable facilities to the CoveredIncumbents existing system and the broadband licensee pays all reasonable retuning costs.MTA:Major Trading Area;service areas based on the Rand McNally 1992 Commercial Atlas&Marketing Guide,thatdefine 900 MHz SMR
40、 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 authorized by that organization have access to the network.The organization determ
41、ines coverage,network performance,access and priority,the appropriate service level required for operations,specific cyber and physical securityspecifications and policies required for the network.Retuning:Modifying a Covered Incumbents narrowband system to operate on channels outside the 900 MHZ Br
42、oadbandSegment established by the Report and Order.Swapping:Exchanging narrowband channels outside the 900 MHz Broadband Segment for the broadband segmentchannels held by a Covered Incumbent.Transition Plan:A document filed as part of the broadband application that demonstrates that the broadband li
43、censeapplicant holds,or has agreements to acquire,relocate or protect,at least 90%of the licensed channels in the 900 MHz BroadbandSegment of Covered Incumbents in or within 70 miles of the county(i.e.,the 90%Broadband Segment Test).2025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/
44、1304492/000130449224000077/atex-20240331.htm7/110Table of ContentsCAUTIONARY STATEMENT CONCERNING 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
45、statements of historical fact,are forward-looking statements.Ourforward-looking statements are 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,”“
46、potential,”“predict,”“project,”“seek,”“should,”“strategy,”“target,”“will,”“would”and similar expressions 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
47、 not all forward-looking statements contain these words.We have basedthese forward-looking statements on our current expectations,guidance and projections and related assumptions,about futureevents and financial trends.While our management considers these expectations,guidance,projections and assump
48、tions to bereasonable,they are inherently subject to significant business,economic,competitive,regulatory and other risks,contingencies anduncertainties,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 ant
49、icipate.Actual results may differ materially from those expressed or implied in thesestatements as a result of significant risks and uncertainties,including,but not limited to:our ability to qualify for and obtain broadband licenses in a timely manner or at all from the FCC in accordance with thereq
50、uirements of the Report and Order approved by the FCC on May 13,2020(the“Report and Order”);our ability to successfully commercialize our spectrum assets to our targeted utility and critical infrastructure customerson a timely basis,including those customers that are above the Demonstrated Intent th
51、reshold,and on commerciallyfavorable terms,including our ability to monetize our spectrum on financial terms consistent with our business plan andassumptions;our ability to develop,market and sell new products and services,in addition to our spectrum assets,to our targeted andcritical infrastructure
52、 customers;our ability to correctly estimate 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 stockhol
53、ders through our sharerepurchase program with our existing cash resources and the proceeds we generate from our commercial operationswithout raising additional capital through the issuance of stock or debt securities;the extent and duration of the impact of macroeconomic pressures,including but not
54、limited to pandemics,inflation,regulatory and policy changes,and geopolitical matters,on our business and on our potential customers businesses;our ability to retune,protect or acquire Covered Incumbent narrowband licenses,including Complex Systems,in atimely manner and on commercially reasonable te
55、rms,or at all;our ability to satisfy our obligations,including the delivery of cleared 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 comm
56、issions will support the deployment of broadband networks and servicesby our targeted 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
57、,liquidityand 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;our ability to successfully compete against third parties who offer spectrum and communication technologies,productsand solutions to our targeted
58、 customers;our ability to retain executive officers and key personnel and attract,retain and motivate qualified talent;our ability to successfully manage our planned growth;the ability to develop and sustain a robust market for our common stock;we may not be able to predict,influence or control fact
59、ors that may cause volatility of our common stock price or causethe value of our common stock to decline;the expected timing,the amount of repurchases and the related impact to our common stock relating to our sharerepurchase program;andhow the concentrated ownership of our common stock may limit ot
60、her stockholders ability to influence corporatematters.These and other important factors,including those discussed under“Item 1.Business,”“Item 1A.Risk Factors”and“Item7.Managements Discussion and Analysis of Financial Condition and Results of Operations”within this Annual Report may causeour actual
61、 results,performance or achievements to differ materially from any future results,performance or achievementsexpressed or implied by 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
62、date on which it is made,and exceptPage 12025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm8/1102025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm9/110Table of Contentsto the ext
63、ent required by applicable law,we undertake no obligation to update any forward-looking statement to reflect events orcircumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events,whether as a resultof new information,future events or otherwise.Page
64、 22025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm10/110Table 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
65、 summary does not address all of the risks that we face.We encourage you to carefully review 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
66、uncertainties include,but are not limited to,the following:our plans to commercialize our 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
67、the Report and Order,which exempts Complex Systems from mandatoryretuning,may not allow us to retune or relocate incumbents in a timely manner and on commercially reasonable terms,or at all;we may not be able to qualify for or utilize the Mandatory Retuning process established by the Report and Orde
68、r toclear incumbents in a timely manner;we may not be successful in commercializing our spectrum assets to our targeted utility and critical infrastructurecustomers on a timely basis,including those customers that are above the Demonstrated Intent threshold,and oncommercially favorable terms,includi
69、ng our ability to monetize our spectrum on financial terms consistent with ourbusiness plan and assumptions;we may not be successful in developing,marketing,selling,and deploying new products and services to our targetedutility and critical infrastructure customers;our commercial agreements with our
70、 customers are subject to contingencies and obligations,including the delivery ofcleared spectrum and broadband licenses on a timely basis,and as a result,there is no assurance that we will receivepayments from such customers in the amounts and on the timeline we currently expect,or that any payment
71、s we havereceived to date will not be subject to repayment,or that we will not be subject to contract claims,including rights oftermination;we have limited operating history with our current business plan,which makes it difficult to evaluate our prospects andfuture financial results and our business
72、 activities,therefore our strategic approaches and plans may not be successful;our customers initiatives with the federal and state agencies and commissions that regulate electric utilities may not besuccessful,which may impact our commercialization efforts;we may not be able to maintain any narrowb
73、and and 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,liquidityand results of operations,including any changes by the FCC to the Report and Order or to the FCC rules and regulatio
74、nsgoverning 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 be successful in the petition filed with the FCC to expand the 900 MHz Broadband Segment from 6 MHz to10MHz;we may not generate f
75、unds through our commercialization operations as planned or correctly estimate our operatingexpenses,future cash proceeds or future revenues,which could lead to cash shortfalls,and may prevent us fromreturning capital to our stockholders and require us to secure additional financing;our customers to
76、 date have preferred to 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;several of the third parties who offer spectrum and communication technologies,
77、products and solutions to 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 t
78、o attract new customers,our results of operations and our business will be adversely affected;we have had net losses each year since our inception and may not achieve or maintain profitability in the future;we will need to retain our executive officers and key personnel and attract,retain and motiva
79、te qualified talent;we will 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 pric
80、es may be volatile which could cause the value of our common stock to decline;the expected timing and amount of repurchases 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
81、;andPage 32025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm11/110Table of Contentsadverse market conditions,including as the result of wars and inflation,may adversely affect our business and ourcommercialization efforts.Page 42025/5/19 1
82、4:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm12/110Table of ContentsPART I.Item 1.Business OverviewAnterix Inc(“Anterix,”“we,”“our,”or the“Company”)is the utility industrys partner,empowering enhanced visibility,control and security for a modern
83、 grid.Our vision is to deliver secure,scalable solutions enabled by private wireless broadbandconnectivity,for the benefit of utilities and the communities that they serve.As the largest holder of licensed spectrum in the 900MHz band(896-901/935-940 MHz)throughout the contiguous United States,plus H
84、awaii,Alaska and Puerto Rico,we areuniquely positioned to deliver solutions that support secure,resilient and customer-controlled operations.We are focused oncommercializing our spectrum assets and expanding the benefits and solutions we offer to enable our targeted utility and criticalinfrastructur
85、e customers to deploy private broadband networks.Fiscal 2024 Highlights and AccomplishmentsYielded positive cash flows primarily due to$106.5 million received in contracted cash proceeds from our customersEntered into a$30.0 million spectrum sale agreement with Lower Colorado River Authority(“LCRA”)
86、Entered into a$34.5 million spectrum lease agreement with Tampa Electric Company(“TECO”)Transferred the San Diego County and Imperial County broadband licenses to San Diego Gas&Electric Company andrecorded a$7.4 million gain on sale of intangible assetsExchanged narrowband for broadband licenses in
87、28 counties and recorded a$35.0 million gainRepurchased 735,646 shares of our stock to return capital to our stockholders for a total of$24.7 millionSuccessfully led and completed initiatives in 3GPP to secure enhancements to the US 900 MHz Broadband Spectrum tobenefit our customers,including the de
88、signation of a new Band 106 and n106,both for long-term evolution(“LTE”)and5GInitiated a petition with the FCC aimed at expanding the current paired 3 x 3 MHz broadband segment to a paired 5 x 5MHz broadband segment within the 900 MHz bandOur Business StrategyOur strategy is to provide transformativ
89、e broadband solutions for critical infrastructure industries and enterprisesincluding private wireless connectivity on 900 MHz spectrum and next-generation communications platforms.We support digitaltransformations,infrastructure modernization,and cybersecurity strategies that will enable the new st
90、andard for security,performance and safety.Leveraging Anterix solutions,critical infrastructure customers can tackle their most impactfulopportunities,unlocking applications from analytics to automation to edge monitoring and artificial intelligence.Together withAnterix,customers can build solutions
91、 that will scale and evolve with business needs.To that end,we are pursuing a two-prongedstrategy focused on:(i)converting our nationwide narrowband 900 MHz spectrum position into valuable broadband spectrum;and(ii)offering long-term leasing of broadband spectrum or other creative solutions in compl
92、ex system areas to monetize spectrumcoupled with platform services and solutions to utility and critical infrastructure enterprises nationwide.Our Spectrum AssetsOur spectrum is our most valuable owned asset.We hold licenses nationwide,over 52%of the 900 MHz band in theUnited States.However,where sp
93、ectrum is the highest priced,top 20 metropolitan market areas in the United States which coverapproximately 38%of the U.S.population,we hold on average more than 6 MHz worth of spectrum.We acquired the majority ofour 900 MHz spectrum and certain related equipment from Sprint in September 2014.In the
94、 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 blocks designated for B/ILT,with t
95、he 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 licensees in those areas.CertainMTA
96、licenses were not purchased at auction and have been returned to the FCC.In addition,the FCC never auctioned the 20blocks of B/ILT spectrum in some parts of the United States,therefore no users acquired site-based licenses utilizing thisspectrum.As a result,the FCC is currently holding over 24%of 90
97、0 MHz narrowband spectrum in its inventory in most countiesthroughout the United States.Broadband licensesAs of March 31,2024,we were cumulatively granted by the FCC broadband licenses for 133 counties.As a result,werelinquished to the FCC our narrowband licenses and made the necessary Anti-Windfall
98、 Payments for the same 133 counties,asrequired by the Report and Order.During fiscal year 2024,we transferred 2 FCC broadband licenses to our customer pursuant tothe terms of our spectrum sale agreement.As of March 31,2024,we held 131 FCC broadband licenses.2025/5/19 14:29atex-20240331https:/www.sec
99、.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm13/110Page 52025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm14/110Table of ContentsConverting our Nationwide Narrowband 900 MHz Spectrum Position to BroadbandConverting
100、 our spectrum from narrowband to broadband licenses nationwide is a foundational component of our two-pronged strategy as it provides the underpinning for achieving our business strategy.To achieve this conversion,we are focused onintentionally clearing incumbents out of the broadband license segmen
101、t and obtaining broadband licenses in counties(i)which wehave customer contracts,(ii)where we believe we have near-term commercial prospects,or(iii)may be strategically advantageousto achieve optimum costs for broadband licenses over time.Secure Broadband LicensesIn the Report and Order,the FCC chos
102、e 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 spectrum holdings,Anterixandonly Anterixis an essential party in every one of the nations 3,233 counties.And while we intend
103、 to continue to prioritize ourspectrum transactions 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
104、,and intend to continue to pursue,spectrum transactions to support our efforts to satisfy the broadbandlicense Eligibility Certification requirements.Clear Covered IncumbentsWe have been proactive in our clearing efforts in preparation for the broadband licensing process.Our dedicated clearingteam i
105、s focused on negotiating agreements to move Covered Incumbents 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 c
106、ontracted approximately three quarters of the transactionsrequired,inclusive of three Complex Systems,to clear the licensed 900 MHz Broadband Segment channels.Deploying our Commercial Business OfferingWith the initial Report and Order completed and the work Anterix has done since then to pave the wa
107、y for the deploymentof broadband in the 900 MHz band,we have moved into the second key prong of our strategy of establishing our commercialposition and accelerating adoption of our principal commercial business offering.We are implementing this strategy through:targeted outreach and education by our
108、 sales,marketing,business development,commercial operations and industrygovernment affairs organizations;participating in the Utilities Broadband Alliance(“UBBA”),other industry associations and industry events;attracting vendors to the Anterix Active Ecosystem Program(“AAEP”);andlaunching our Utili
109、ty Strategic Advisory(“USAB”).UBBA membership currently includes 34 electric utilities among its nearly 106 members.The AAEP includesparticipation of over 100 leading technology companies that provide deployment and application solutions for private broadbandtargeting our Nations electric grid innov
110、ators.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 other critical infrastructure providers who deploy PLTE.The primary intent of our b
111、usiness is to lease the broadband licenses we secure to customers for long term-leases(generally 20 years or longer)containing additional long-term renewal options.Based upon our analysis and discussions withcurrent and potential customers to date,we are seeing strong and growing indications of Demo
112、nstrated Intent for PLTE networksusing 900 MHz spectrum.To fulfill our business offering,we will be responsible for the costs of securing the broadband licensesfrom the FCC,including the costs of clearing and meeting the broadband Eligibility Certification requirements.By contrast,weexpect that most
113、 of our customers will bear the costs of deploying and operating their private broadband networks,technologiesand solutions.And,beyond our principal commercial business offering,we are also exploring additional opportunities to offerelectric utility companies additional value-added solutions and ser
114、vices to support their network deployments and operations,andgrid modernization initiatives.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 decisions and evaluation process of priva
115、te 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 National Renewable EnergyLab(“NREL”),Pac
116、ific Northwest National Lab and National Institute of Standards and Technology(“NIST”)to validate thebenefits of PLTE systems;4)developing expanded value-added business offerings;5)enabling and growing the AAEP;6)participating in UBBA and other relevant industry associations to promote our solution;
117、and 7)continually evaluating potentialopportunities to expand the application of private wireless broadband networks built on 900 MHz Broadband Spectrum.Page 62025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm15/110Table of ContentsContinu
118、e to Build the Customer PipelineOur sales and support teams are actively working with many of the largest Investor Owned Utilities(“IOU”).Morespecifically,these teams are working in coordination with representatives from our target customers,LTE infrastructure vendors,end-user device manufacturers,s
119、ystem integrators and other technology companies in addition to responding to Requests forInformation(“RFI”),Requests for Proposals(“RFP”)and requests to support technology trials related to using our 900 MHzspectrum for broadband services.Currently,there are five experimental licenses granted to no
120、n customer utilities and sixexperimental licenses to other vendors and labs to showcase and promote 900 MHz Broadband Spectrum.Build Support with Federal and State AgenciesThe vast majority of our targeted critical infrastructure customers are highly regulated by both federal and state agencies.Elec
121、tric 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 bodies.Other agencies that guide utilityregulations include the Department of Energy,the Depa
122、rtment of Homeland Security,and NIST,as well as regional transmissionorganizations and independent system operators.We are working with each of these agencies to educate them about the security,reliability and priority access benefits that private broadband wireless networks,technologies and solutio
123、ns can offer to utilities.Weare also working with a number of state agencies and commissions who regulate electric utilities and have a strong influence overelectric utility investment decisions.Our goal with these stakeholders is to ensure they have the right information and are properlyeducated on
124、 the immense benefits of utility-scale private wireless broadband networks for end-use customers so they canconfidently approve investments made by utilities including the costs of leasing of our spectrum assets and deploying privatebroadband LTE networks,technologies and solutions into their respec
125、tive rate making filings.Their understanding and appreciationthat utility control of communications for grid modernization programs enhances the utilities ability to provide safe,secure,reliable and resilient electricity for ratepayers is essential.When included in rate bases,utilities are permitted
126、 to recover costs andearn a customary rate of return on these prudent investments.Develop a Roadmap for Expanded ServicesThrough our day-to-day interactions with prospective utility and critical infrastructure customers,and our responses andsubsequent discussions related to RFIs and RFPs,we have ide
127、ntified additional areas of opportunity to support our current andprospective customers in the implementation and operation of PLTE networks.We are performing due diligence to determine howbest to meet these customer needs,including using our internal expertise,collaborating with industry partners a
128、nd working withspecific service providers.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 wi
129、reless industry and to evaluate 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 oper
130、ations,where we believe there 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 of the most recent FCC broadband spectrum auctio
131、ns exceeded consensus valuation estimates and brought in the firstand third highest auction proceeds ever for the U.S.Treasury.Additionally,T-Mobile has recently agreed to purchase 600 MHzbroadband spectrum from entities that hold broadband spectrum licenses for values that far exceeded the price pa
132、id for thesebroadband spectrum licenses at FCC auction,which we believe demonstrates the continued demand for licensed broadbandspectrum.CatalyXCatalyX is the first AAEP commercial service on our integrated platform.CatalyX is a turnkey connectivity managementsolution that helps utilities realize th
133、e benefits of private broadband networks,while leveraging commercial broadband networks.CatalyX simplifies connectivity management by integrating state-of-the-art SIM technology,device SIM management,and privateto public roaming to deliver the flexibility and security that utilities require.Utilitie
134、s can now efficiently and securely deploy and manage smart grid devices on a private network while optimizingbroadband coverage in their service territories.CatalyX provides control and visibility of devices,whether they are connected tothe private or public radio access network.With CatalyX,utiliti
135、es can manage each device SIM remotely,which can reduceoperational costs and risks.Through a single dashboard,all aspects of device connectivity can be monitored and managedincluding connecting to both public and private networks.Utilities can achieve available coverage at various service locations,
136、byconnecting to their PLTE network,or roaming on multiple carrier commercial networks.2025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm16/110Page 72025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/0001304492240000
137、77/atex-20240331.htm17/110Table of ContentsEnable the Anterix Active Ecosystem with U.S.Band 8Our spectrum assets are located in the international 3GPP global standard Band 8 channel which is a frequency divisionduplex pair assigned to the 880-915/925-960 MHz spectrum bands.This pairing is aligned f
138、or 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 efforts are ongoing to facilitate continued adoption of 900 MHz Band 8 radio access network equipmentand end-user devices in th
139、e U.S.by working with chipmakers and module and device vendors to help ensure that customers whodeploy 900 MHz for private wireless networks have timely access to 3GPP standards-compliant Band 8 devices that meet thetechnical operating specifications established in the FCCs Report and Order.We also
140、worked with an FCC certification testing labto develop testing protocols to enable quick certification of devices for use in the United States.The benefit of working with aglobal standard is that many existing devices,network components,and solutions are well suited for the working environment ofour
141、 targeted critical infrastructure and enterprise customers.Global standards also provide an LTE path for technology,ensuringforward and backward compatibility,all these benefits therefore extend to Anterix customers.Additionally,we successfully led andcompleted initiatives in 3GPP to secure enhancem
142、ents to the US 900 MHz spectrum to benefit our customers,including thedesignation of a new band,both for LTE and 5G,as well as a transition to 5G,which received worldwide wireless industry support.3GPP is approved and will incorporate Band 106 and n106,designated for LTE and 5G respectively,as a sub
143、set of Band 8 in theUS.Our Broadband Market OpportunityWe have currently identified utility and critical infrastructure enterprises as the primary customers for our current andfuture broadband spectrum assets.We have identified the electric utility industry as our initial focused customer group.We b
144、elievethat security,priority access,latency,redundancy,private ownership,control and unique coverage requirements are just some of thereasons utility and critical infrastructure enterprises would be interested in obtaining rights to deploy the private wireless broadbandnetworks,technologies and solu
145、tions that can be enabled through use of our licensed spectrum.The electric utility industry is undergoing a fundamental transformation.Grid modernization efforts and the drive toreduce carbon emissions have disrupted the need for utilities to build new large-scale,centralized facilities.Today,power
146、 isgenerated by smaller,more geographically distributed facilities that can switch from a power producer to a recipient of powergenerated by a variety of other disparate sources,including wind and solar installations.Grid architecture must now accommodateend-users that are both generators and consum
147、ers,converting back and forth rapidly and carrying power in both directions,something the existing grid was not originally designed to handle.Technological advancements have produced sensors and smartdevices to enable the new two-way grid and offer operators the ability to control and run the grid e
148、fficiently,safely andreliably.The legacy communications systems utilized by many utilities have increasing interference and/or higher cyber threats,arenot designed to handle this new data load,are inefficient and costly to maintain,and,in many cases,have associated equipment thatis approaching end o
149、f life.The 900 MHz private wireless network allows utilities to have full control of the design,construction,and operation of their network.Utility mission-critical applications are prioritized,even in situations when other networks becomeoverloaded or experience disruptions.Such control fosters hei
150、ghtened efficiency,resiliency,security,and responsiveness.This ismore relevant than ever in light of recent extreme weather events.Commercial SuccessWe have invested in building our business development,sales,marketing and other supporting teams,which include bothexternal and internal resources,to h
151、elp 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,creative spectrum solutions in markets where Complex Systems exis
152、t and introducing our integratedplatform solutions to our targeted utility and critical infrastructure customers.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 o
153、ur targeted customers;(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
154、ofour broadband spectrum assets and support for our broadband spectrum assets with their products,technologies,solutions andservices.Additionally,our senior executives,engineering,technology,commercial operations and marketing teams support oursales efforts through presentations,branded participatio
155、n through sponsorships and speaking engagements at major trade events,associations and organizations,customer meetings,collateral,and product demonstrations to expand our reach and brandawareness.2025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240
156、331.htm18/110Page 82025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm19/110Table of ContentsLong-Term Leases of 900 MHz Broadband SpectrumAmeren AgreementsIn December 2020,we entered into our first long-term 900 MHz Broadband Spectrum leas
157、e 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 initialterm of 30 years with a 10-yea
158、r 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 for the 30-year initial terms of t
159、he 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 andpayments for delivery of the
160、relevant 1.4 x 1.4 MHz cleared spectrum in several metropolitan counties throughout Missouri andIllinois,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 mid-2026,per the terms of the
161、Ameren Agreements and as we deliver the relevantcleared 900 MHz Broadband Spectrum and the associated broadband leases.The Ameren Agreements are subject to customaryprovisions regarding remedies for non-delivery,including refund of amounts paid and termination rights if we fail to perform ourcontrac
162、tual obligations,including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with theterms of the Ameren Agreements.We are working with the remaining incumbents to clear the 900 MHz Broadband Spectrumallocation in Amerens service territory.In accordance with ASC 606 Re
163、venue from Contracts with Customers,the payments ofprepaid fees under the Ameren Agreements 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 br
164、oadband leases are delivered by respective county,over the contractual term of approximately 30-years.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 A
165、greement are in Kansas and Missouri with apopulation 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
166、 thirty(30)days after execution of the Evergy 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 fai
167、lure to deliver the relevant cleared 900 MHz Broadband Spectrum inaccordance with the terms of the Evergy Agreement.We have cleared the 900 MHz Broadband Spectrum allocation covered by theEvergy Agreement.In accordance with ASC 606 Revenue from Contracts with Customers,the payments of prepaid fees u
168、nder theEvergy Agreement will be accounted for as deferred revenue on our Consolidated Balance Sheets.Revenue will be recognized overtime as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband leases aredelivered by respective county,over the contractu
169、al term of approximately 20-years.Xcel Energy AgreementIn October 2022,we entered into an agreement with Xcel Energy providing 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“Xcel EnergyAgreem
170、ent”)including Colorado,Michigan,Minnesota,New Mexico,North Dakota,South Dakota,Texas and Wisconsin.TheXcel 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 deploy a PLTE network
171、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 received inDecember
172、 2022.In July 2023 and November 2023,we delivered the cleared 900 MHz Broadband Spectrum and the associatedbroadband leases and received milestone payments of$21.2 million in each period.During the year ended March 31,2024,wedelivered the cleared 900 MHz Broadband Spectrum and the associated broadba
173、nd leases and received a milestone payment of$16.8 million in January 2024.The Xcel Energy Agreement is subject to customary provisions regarding remedies for non-delivery,including refund of amounts paid and termination rights if we fail to perform our contractual obligations,including failure tode
174、liver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Xcel Energy Agreement.Theremaining prepayments for the 20-year initial term are due by mid-2028,per the terms of the Xcel Energy Agreement and as wedeliver the relevant cleared 900 MHz Broadband Spectrum and th
175、e associated broadband leases.We are working with theremaining incumbents to clear the 900 MHz Broadband Spectrum allocation in Xcel Energy service territories.In accordance withASC 606 Revenue from Contracts with Customers,the payments of prepaid fees under the Xcel Energy Agreement will beaccounte
176、d for as deferred revenue on our Consolidated Balance Sheets.Revenue willPage 92025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm20/110Table of Contentsbe recognized over time as the performance obligations of clearing the 900 MHz Broadban
177、d Spectrum and the associatedbroadband leases are delivered by respective county,over the contractual term of approximately 20 years.TECO AgreementIn November 2023,we entered into an agreement with TECO to provide TECO the use of our 900 MHz BroadbandSpectrum for a term of 20 years throughout TECOs
178、service territory in West Central Florida(the“TECO Agreement”).The TECOAgreement also provides TECO an option to extend the agreement for two 10-year terms for additional payments.The TECOAgreement,which covers an approximately 2,000-square-mile service territory in West Central Florida,is expected
179、to enableTECO to deploy a PLTE network.The scheduled prepayments for the 20-year initial term of the TECO Agreement total$34.5 million,of which$6.9 million was received in December 2023.The remaining prepayments for the 20-year initial term aredue by fiscal year 2026,per the terms of the TECO Agreem
180、ent and as we deliver the relevant cleared 900 MHz BroadbandSpectrum and the associated broadband leases.The TECO Agreement is subject to customary provisions regarding remedies fornon-delivery,including refund of amounts paid and termination rights if we fail to perform our contractual obligations,
181、includingfailure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the TECO Agreement.We areworking with incumbents to clear the 900 MHz Broadband Spectrum allocation in TECO service territories.In accordance withASC 606 Revenue from Contracts with Customers,
182、the payments of prepaid fees under the TECO Agreement will be accounted foras deferred revenue on our Consolidated Balance Sheets.Revenue will be recognized over time as the performance obligations ofclearing the 900 MHz Broadband Spectrum and the associated broadband leases are delivered by respect
183、ive county,over thecontractual term of approximately 20 years.Contractual Delivery MilestonesThe following table represents the contractual delivery milestones under our customer lease agreements and the allocatedvalue ascribed for each term of the milestone.Start of revenue recognitionTotal allocat
184、ed value(in millions)TermQ3 FY22$0.3 30 yearsQ3 FY221.7 3 yearsQ2 FY230.9 1 yearQ2 FY2429.3 19 yearsQ2 FY2436.5 20 yearsQ4 FY2416.7 20 yearsQ1 FY2510.9 20 yearsQ1 FY2521.0 30 yearsQ3 FY250.5 0.5 yearsQ1 FY2634.0 19.5 yearsQ1 FY260.9 30 yearsQ2 FY268.9 20 yearsQ1 FY276.5 30 yearsQ1 FY2917.3 30 yearsQ
185、2 FY297.0 20 years Total allocated value is subject to change based on final delivery date of the broadband leases for the associated milestone,whichmay include penalties associated with delayed deliveries.Revenue recognition begins upon delivery of broadband leases for the associated milestone,whic
186、h may differ from the estimatesnoted above.Term is calculated based on the expected delivery date,which correlates to the period of time the revenue is expectedto be recognized for the associated milestone.Sales of 900 MHz Broadband SpectrumSDG&E AgreementIn February 2021,we entered into an agreemen
187、t 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 PLTE networkfor its Ca
188、lifornia 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(2)(1)(2)(1)(2)Page 102025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/
189、data/1304492/000130449224000077/atex-20240331.htm21/1102025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm22/110Table of ContentsSDG&E Agreement includes the assignment of 6 MHz of 900 MHz Broadband Spectrum,936.5 939.5 MHz paired with 897.
190、5 900.5 MHz,within SDG&Es service territory following the FCCs issuance of the broadband licenses to us.The total payment of$50.0 million is comprised of an initial payment of$20.0 million,received in February 2021 and the remaining payments which aredue as we deliver the relevant cleared 900 MHz Br
191、oadband Spectrum and the associated broadband licenses to SDG&E.TheSDG&E Agreement 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 re
192、levant cleared 900 MHzBroadband Spectrum in accordance with the terms of the SDG&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.In September 2022,we tran
193、sferred to SDG&E 1.4 x 1.4 MHz cleared 900 MHz Broadband Spectrum and the associatedbroadband license related to Imperial County and received a milestone payment of$0.2 million.In September 2023,we transferredto SDG&E the San Diego County broadband license and received a milestone payment net of del
194、ivery delay adjustments of$25.2 million.In December 2023,we transferred to SDG&E the remainder of the cleared 900 MHz Broadband Spectrum and theassociated broadband license related to Imperial County and received a milestone payment of$0.2 million.This resulted in therecognition of a gain on the sal
195、e of spectrum and derecognition of the contingent liability associated with San Diego County andImperial County.LCRA AgreementIn April 2023,we entered into an agreement with LCRA to sell 900 MHz Broadband Spectrum covering 68 counties andmore than 30 cities in LCRAs wholesale electric,transmission,a
196、nd water service area(the“LCRA Agreement”)for total paymentsof$30.0 million plus the contribution of select LCRA 900 MHz narrowband spectrum.The LCRA Agreement will support LCRAsdeployment of a PLTE network which will provide a host of capabilities including grid awareness,communications and operati
197、onalintelligence that will enhance resilience and spur innovation at LCRA.The new licenses will enable LCRA to move fromnarrowband to next generation broadband and provide mission-critical data and voice services within LCRA and to more than 100external customers such as electric cooperatives,school
198、s and transit authorities across more than 73,000 square miles.The paymentof$30.0 million is due through fiscal year 2026 as we deliver the relevant cleared 900 MHz Broadband Spectrum and theassociated broadband licenses to LCRA.During the year ended March 31,2024,we received an initial$15.0 million
199、 payment,ofwhich$7.5 million was deposited in an escrow account.The LCRA Agreement is subject to customary provisions regardingremedies for non-delivery,including refund of amounts paid and termination rights if Anterix fails to perform its contractualobligations,including failure to deliver the rel
200、evant cleared 900 MHz Broadband Spectrum in accordance with the terms of theLCRA Agreement.A gain or loss on the sale of spectrum will be recognized for each county once we deliver the cleared 900 MHzBroadband Spectrum and the associated broadband licenses to LCRA in full.Motorola LeaseIn 2014,we en
201、tered into an agreement with Motorola(the“2014 Motorola Spectrum 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
202、 our 900 MHz spectrum licenses.Motorolasinvestment in the Subsidiary 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 ou
203、r common stock(the“Shares”)in conversion of Motorolas ownership 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 Mo
204、torola(the“Resale Registration Statement”).The Resale Registration 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 c
205、an use the leased channels to provide narrowband services to 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
206、lease agreementlimits the total number of channels that Motorola 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 frequ
207、encies that may be associated with our efforts to clear spectrum for broadband uses.CompetitionOur competitors include retail wireless network providers,such as Verizon,AT&T,T-Mobile,and EchoStar,private radiooperators and other public and private companies who supply spectrum or other communication
208、 networks,technologies,productsand solutions to our targeted utility and critical infrastructure enterprises.Many of these competitors have a long track record ofproviding technologies,products and solutions to our targeted customers and have greater political and regulatory influence thanwe do.In a
209、ddition,many of our competitors have more resources,substantially greater product development and marketingbudgets,greater name and brand recognition,a significantly greater base of customers in which to spread their2025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449
210、224000077/atex-20240331.htm23/110Page 112025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm24/110Table of Contentsoperating costs and more financial and personnel resources than we do.All of these factors could prevent,delay or increase the
211、costs of commercializing 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 depl
212、oyed with our spectrum 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
213、 could have an adverse 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 o
214、ur ability tolicense 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”),wh
215、ich is marketed as“FirstNet.”The NPSBN is an additional sourceof competition to utilizing our 900 MHz spectrum assets by our targeted utility and critical infrastructure enterprises.Our FCC InitiativesFCC 5 x 5 proceedingJoint PetitionOn February 28,2024,the Company,along with several interested par
216、ties,including major utilities,and tradeassociations,filed a Petition for Rulemaking(the“Petition”)with the FCC.The Petition seeks the FCCs adoption of its previouslyconsidered expansion of the current paired 3 x 3 MHz broadband segment to a paired 5 x 5 MHz broadband segment at the 900MHz band.The
217、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 broadband networks,technologies and solutions.In theReport and Order,the FCC reconfigured t
218、he 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 the FCC realignment as outlined in the Report and Order.FIGURE IThe Role of the Coun
219、tyUnder 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.territories.Broadband License Eligibility Req
220、uirementsThe 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.”Page 122025/5/19 14:29atex-20240331https:/www.sec.gov/A
221、rchives/edgar/data/1304492/000130449224000077/atex-20240331.htm25/110Table of ContentsTreatment of 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 p
222、otentially be disruptive to the operators.MAP 1 below illustrates the remaining eight current Complex Systems.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
223、of American Railroads(“AAR”).Three of these narrowband channels are located in the 900 MHzBroadband Segment created by the FCC.In January 2020,we entered into an agreement with the AAR in which we agreed tocancel licenses in the 900 MHz band to enable the AAR to relocate its operations,including ope
224、rations utilizing the three channelslocated in the 900 MHz Broadband Segment(the“AAR Agreement”).The FCC referenced the AAR agreement in the Report andOrder and required us to cancel our licenses and return them to the FCC in accordance with the AAR Agreement.We cancelledthese licenses in June 2020.
225、The Report and Order provided the FCC to modify their license to provide the additional channels toAAR to enable the railroads to relocate their current operations.This modification to remove broadband segment channels is to becompleted in 2025.The Report and Order also provides that the FCC will cr
226、edit us for our cancelled licenses for purposes ofdetermining our eligibility to secure broadband licenses and the calculation of any Anti-Windfall Payments.Broadband Licensing ProcessIn May 2021,the FCCs Wireless Telecommunication Bureau released a Public Notice detailing the applicationrequirement
227、s and timeline for obtaining broadband licenses.The broadband licensing process includes filing an application withthe FCC used for new wireless licenses,completing an Eligibility Certification and developing a Transition Plan describing theagreements the prospective broadband applicant has entered
228、into with Covered Incumbents.We intend to pursue and fileapplications based on the timing of customer opportunities,strategic initiatives and our spectrum clearing results and shortlythereafter surrender our underlying licenses.The Anti-Windfall Payment to the U.S.Treasury for any spectrum we obtain
229、 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 Segment Test but have not reached an agreement with allCovered Incumbents,the Mandatory Retuning
230、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 than 50%of the outstanding licensed channels in that county.As noted above,the 900 MHzband i
231、s 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 licensed channels,anychannels that are not licensed by the FCC are not included in the denomi
232、nator when determining whether thePage 132025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm26/110Table of Contentsbroadband applicant has satisfied this test.As of the date of this filing,we alone satisfy the 50%Licensed Spectrum Test inap
233、proximately 3,200 counties of the 3,233 counties in the United States and its territories.MAP 2 below illustrates our licensedchannels by county in the entire 900 MHz band segment created by the Report and Order.2.90%Broadband Segment Test.The second test,the 90%Broadband Segment Test,addresses the
234、balancebetween a voluntary market process to clear 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 Sy
235、stems.This test requires the broadband applicant 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 there
236、fore commence the mandatoryretuning period.The broadband 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 c
237、ontrol of,or agreements covering,216 channels within 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
238、satisfied this 90%Broadband Segment Test.A broadband 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 demonstr
239、ating that the broadband applicants facilities will be far enough from the Covered Incumbentsnarrowband system to allow the two types of networks to co-exist.Before filing for a broadband license,the broadband applicant must satisfy the 90%Broadband Segment Test by utilizingits channel holdings and
240、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 satisfied will the FCCissue to the broadband applicant a broadband license and commence the“
241、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 applicant to sell their channels or otherwise clear the 900 MHz Broadband Segment,subject to
242、 intervention 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 Report and Order.This map does not reflect licenses that may meet the protection criteri
243、a as thatis evaluated on a county basis as each broadband transition plan is prepared.Page 142025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm27/110Table of Contents3.240 Channel Requirement.The Report and Order requires the broadband app
244、licant to surrender 6 MHz ofnarrowband spectrum(or 240 channels)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.
245、Treasury to effectively purchase unlicensed channels in the 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 c
246、ounty-by-county basis to determine whether it is morecost-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-WindfallPayment
247、s to effectively return 240 channels to the FCC are generally 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 Payme
248、nts to secure broadband licenses in some counties,the average 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 152025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304
249、492/000130449224000077/atex-20240331.htm28/110Table of ContentsCosts 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
250、 the broadband applicant,we cansatisfy these channel requirements 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 Rep
251、ort and Order,we have the option of using each of these options 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 a
252、nticipation of the Report and Order.We have and will continue 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
253、broadband segment.For purposes of our broadband licenseeligibility,any potential acquisitions we negotiate in the 900 MHz band may be included as part of our broadband application,butthe acquisition does not need to be consummated at the time we submit our broadband license application.Page 162025/5
254、/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm29/110Table of Contents2.Spectrum Retuning.Retuning is the exercise of modifying incumbents licenses to remove the broadbandsegment channels held by Covered Incumbents and swapping narrowband seg
255、ments 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 Test.We began retuning channels with interestedCovered Incum
256、bents 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 MHz band will be included as part of our broadband applicat
257、ion,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 underutilized historically,most counties in the United States do
258、 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 per channel price based onthe average price paid in the FCCs
259、 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 several trademarks and service marks to protect our current a
260、nd 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 enter intoconfidentiality agreements with third parties,emp
261、loyees 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,the issuance of broadband licenses in the 900 MHz band inacco
262、rdance 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 authorized to provide our wireless communication services on specifie
263、d 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 narrowband licenses we currently hold and 15 years for anybroadband
264、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 the FCC has generally renewed licenses held by operating com
265、panies 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 penalties for failure to comply with FCC regulations,even if any
266、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 regulations require us to obtain the FCCs priorapproval before
267、 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 samerequirements apply to any licenses or leases we may wish to en
268、ter 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 transactions that involve the consolidation or sale of spectrum
269、 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,assign,or otherwise transfer a license orlease,our business plans
270、 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 currently regulate rates for services offered by wireless provide
271、rs.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 communications services to underserved areas and users;rules go
272、verning billing,subscriber privacy and customer proprietary network information;roaming obligations;rules that requirewireless service providers to configure their networks to facilitate electronic surveillance by law enforcement officials;rulesgoverning spam,telemarketing and truth-in-billing and r
273、ules requiring us to offer equipment and services that are accessible to andusable by persons with disabilities,among others.There are also pending proceedings that may affect2025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm30/110Page 172
274、025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm31/110Table of Contentsspectrum aggregation limits and/or adjustment of the FCCs case-by-case spectrum screens;regulation surrounding the deploymentof advanced wireless broadband infrastruct
275、ure;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 challenges for which we,and the industry as a whole,have not yet dev
276、eloped 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 significant fines or forfeitures.State and Local RegulationIn a
277、ddition 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 localgovernments,however,are permitted to manage public rights of wa
278、y 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 degree of control by state and local jurisdiction.Tower Siting
279、Our 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 requirementsimposed by the FCC and the Federal Aviation Administrati
280、on(“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,which can make it more difficult and expensive to deploy faciliti
281、es.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 associated with towersiting,including potential challenges from
282、 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 tower siting“shot clock”that requires local authorities to add
283、ress 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 investment,in particular for“small cell”equipment.Those rules
284、 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 and disaster recovery issues continue to receive attention at t
285、he 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 broadband networks may be required to comply with potential federal,
286、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 ManagementOur peopleThe real foundation for our success goes far beyond our spectrum ass
287、ets,technology and broadband resources.At Anterix,we believe our people are the real basis for our success;they are the game-changers.As architects of a new vision that sees digitaltransformation paving the way for critical infrastructure modernization,we know that our thought leaders will innovate
288、and drivechangereal change.We are doers and thinkers,and going forward,a voice to be reckoned with.We will combine our deep industry expertise and operational know-how to deliver solutions that will redefine what ispossible for the industries and utilities we serve.We deliver at the highest level an
289、d build on the pioneering legacy and success thatour team brought to workforce communications.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 c
290、orporate culture,we work tirelessly to act asresponsible stewards to our employees,communities and other stakeholders who rely on us.To ensure we provide a rich experience for our employees,we are focused on regular evaluation of our culture.We engageindependent third parties to conduct cultural and
291、 employee engagement surveys.These include corporate culturePage 182025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm32/110Table of Contentsassessments,as well as real-time feedback on employee engagement and a holistic approach survey on
292、employee well-beingfocused on physical,emotional,social and financial health.Where our employees identified areas for improvement,we work withvarious functional areas to create and implement action plans to address any issues.Our next all-employee engagement survey isset to launch in Fall 2024.Diver
293、sity,Equity and InclusionIn 2023,we launched Anterix GROW.The focus of Grow is to embed inclusion into everyday life,personally andprofessionally.We are committed to fostering a culture of inclusivity by providing actionable opportunities and resources,including days of service,lunch and learns,and
294、inclusion tools.We are committed to hiring inclusively,providing training and development opportunities,fostering an inclusive culture,ensuring equitable pay,and focusing on attracting and retaining diverse representation at every level within the Company.Weembrace this commitment to diversity at al
295、l levels of the organization where,as of March 31,2024,our workforce was 29%racially or ethnically diverse and made up of 35%women and our Board of Directors(“Board”)was 22%racially or ethnicallydiverse.Employee Growth and DevelopmentWe offer a meaningful work environment with experiences and opport
296、unities 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 ethics and compli
297、ancematters,we provide and encourage employees to partake in optional career development,employee engagement activities andtraining.We conduct surveys that gauge employee sentiment in areas like career development,manager performance andinclusivity,and we are committed to taking steps to address are
298、as needing improvement.Employee WellbeingWe strive to provide a balanced workplace environment and have implemented policies to support the health andwellbeing of our employees,including a remote work policy.We have moved to a hybrid model where employees work from theoffice three days a week,three
299、weeks a month.We believe this approach balances the benefits of team development of office-basedwork with the personal and environmental benefits of working remotely.Employees needing in-person access to networklaboratories or onsite resources are not eligible for hybrid work.We believe that we have
300、 learned to operate successfully in thishybrid model,and we remain committed to supporting our teams carbon-friendly,hybrid work model.At Anterix,we care about our employees wellbeing.Anterix partners with ADP Lifecare and conducts an annual mentalhealth workshop.In addition,Anterix sponsors various
301、 wellness events,such as,our semiannual employee run walk event.EmployeesAs of March 31,2024,we had 86 full-time employees.Our Corporate InformationOur principal executive offices are located at 3 Garret Mountain Plaza,Suite 401,Woodland Park,New Jersey 07424 and8260 Greensboro Drive,Suite 501,McLea
302、n,Virginia.Our main telephone number is(973)771-0300.We were originallyincorporated in California in 1997 and reincorporated in Delaware in 2014.Our website is .Available InformationOur Annual Reports on From 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K and amendments toreports fi
303、led 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 as soon as reasonably practicable after we electronically file such material with,orfurnish it to,the Securities and Exchange Commissions(“SEC”).
304、The SEC maintains an internet site at www.sec.gov that containsreports,proxy and information statements,and other information regarding issuers that file electronically with the SEC.We includeour website address in this Annual Report only as an inactive textual reference.The information on or access
305、ible through ourwebsite is not incorporated into this Annual Report,and you should not consider any information on,or that can be accessedthrough,our website a part of this Annual Report or our other filings with the SEC.2025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/0001
306、30449224000077/atex-20240331.htm33/110Page 192025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm34/110Table of ContentsItem 1A.Risk Factors.You should carefully consider the following risk factors,together with the other information contain
307、ed in this AnnualReport and our other reports and filings made with the SEC,in evaluating our business and prospects.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 wh
308、ich case the trading price of our common stock could decline significantly.Some statements in this AnnualReport,including statements in the following risk factors,constitute forward-looking statements.Please refer to the section entitled“Cautionary Statement Concerning Forward-Looking Statements.”Ri
309、sks Related to Obtaining Broadband Licenses,the Retuning Process and the Use of Our SpectrumOur plans to commercialize our 900 MHz spectrum assets depend on our ability to qualify for and obtain broadbandlicenses from the FCC in accordance with the requirements of the Report and Order.If we are unab
310、le to obtain broadbandlicenses on favorable terms and on a timely basis,our business,liquidity,results of operations and prospects will be materiallyadversely affected.Our plans to commercialize our 900 MHz spectrum assets depend on our ability to obtain broadband licenses inaccordance with the requ
311、irements of the Report and Order.The Report and Order establishes three general eligibility requirementsto obtain a broadband license,which we refer to herein as(i)the“50%Licensed Spectrum Test,”(ii)the“90%Broadband SegmentTest”and(iii)the“240 Channel Requirement.”We will need to satisfy all eligibi
312、lity requirements in each county in the UnitedStates for which we desire to obtain a broadband license.Under the 50%Licensed Spectrum Test,we must demonstrate 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 pro
313、vide 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 broadband segment designated by the FCC and within 70 miles of the county boundary.Under the 240 Channel Requirement,we must surrender 6 MHz of broadban
314、d 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 eligibility requirements,wewill be required to purchase the additional channels from incumbents in privately negotiated transactions,swap our existing
315、channels with incumbents(including any required retuning of the incumbent radio systems),demonstrate the ability to protectCovered Incumbents or effectively purchase channels not previously licensed by the FCC by making an Anti-Windfall Payment.The amount of spectrum we will be required to purchase
316、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 acquire and/or swap the additional spectrumnecessary to secure broadband licenses in a desired county on a timely and cost-effective basis will depend
317、 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 therequired spectrum to qualify for broadband licenses may take longer and be more expensive than we currently anticipate.Inaddition,as discussed in more
318、 detail below,incumbents may elect not to sell or swap their existing channels on reasonable terms,or at all,and until we obtain a broadband license from the FCC,we will not be able to utilize the Mandatory Retuning proceduresthe FCC established in the Report and Order.If we are unable to obtain bro
319、adband licenses on favorable terms and on a timelybasis,or at all,our business,liquidity,results of operations and prospects will be materially adversely affected.In addition,significant costs or delays beyond what we have anticipated in our business plan will further delay us from commercializing o
320、urspectrum assets,may prevent us from returning capital to stockholders(through dividends or stock repurchases),and require us toseek additional sources of capital and liquidity in order to carry out our business and plans,which could cause significant dilutionto our existing stockholders.See the ri
321、sk factor entitled“We may not be able to correctly estimate our operating expenses or futurerevenues,which could lead to cash shortfalls,and may prevent us from returning capital to our stockholders and require us tosecure additional financing.”The voluntary exchange process established by the FCC i
322、n 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 Order establishes a market-driven,voluntary exchange process for clearing the channels in the broadbandsegment.When we apply for a broadband license
323、,we will need to demonstrate that we satisfy the 90%Broadband Segment Test.The fact that we will need to account for 90%of the licensed channels in the broadband segment before we can file for a broadbandapplication,can lead to holdouts by Covered Incumbents.For example,a Covered Incumbent may deman
324、d compensation in anamount that is disproportionate to the cost of relocating its system or any reasonable reflection of the value of its spectrum holdingsor may elect not to negotiate an agreement at all.There is no assurance,however,that we can swap or acquire sufficient channels,including purchas
325、ing additional spectrum,swapping spectrum or entering into protective agreements with Covered Incumbents,tosatisfy the 90%Broadband Segment Test on a timely basis and on commercially reasonable terms,or at all.Further,even if wesatisfy the 90%Broadband Segment Test,as part of the Mandatory Retuning
326、process we will be required to pay any costsassociated with providing Covered Incumbents with comparable facilities and paying relocation costs.In the Report and Order,theFCC has established that a Broadband license can trigger a Mandatory Retuning process to help a broadband applicant clear therema
327、ining channels in the broadband segment.Page 202025/5/19 14:29atex-20240331https:/www.sec.gov/Archives/edgar/data/1304492/000130449224000077/atex-20240331.htm35/110Table of ContentsIn addition,the FCC has exempted channels from the Mandatory Retuning process that are being utilized by incumbentsoper
328、ating 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 centers in the United States.Most are ope
329、rated 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 Systems are located(or if a Complex Syste
330、m 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 incumbents operating Complex Systems canmake demands that are not commercially reaso
331、nable(including the commercial terms to obtain the use of our spectrum),delaytheir decision or refuse to negotiate with us altogether.Our inability to obtain broadband licenses in counties where ComplexSystems are currently being operated(or are being operated within 70 miles of a county boundary fo
332、r which we are attempting toobtain a broadband license)could have a material adverse effect on our operations and business plan,our future prospects andopportunities and on our ability to develop a profitable business.The members of the AAR may delay or hinder our ability to commercialize broadband
333、licenses.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 recognized from the outset of the 900 MHz proceedings the importance ofreaching agreements with the
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