Financial Performance - Total operating revenues for the three months ended December 31, 2019, were $361,000, a decrease from $1,502,000 for the same period in 2018, representing a decline of 76%[9] - Service revenue for the nine months ended December 31, 2019, was $690,000, down 82% from $3,798,000 in the same period of 2018[9] - Net loss for the three months ended December 31, 2019, was $8,811,000, compared to a net loss of $8,350,000 for the same period in 2018, indicating a 5.5% increase in losses[9] - Anterix Inc. reported a net loss of $25.9 million for the nine months ended December 31, 2019, compared to a net loss of $32.4 million for the same period in 2018, indicating a reduction in losses[17] - Total operating revenues decreased by $1.1 million, or 76%, to $0.4 million for the three months ended December 31, 2019, compared to $1.5 million for the same period in 2018[155] - Service revenue dropped by $1.0 million, or 85%, to $0.2 million for the three months ended December 31, 2019, from $1.2 million in the prior year[155] Assets and Liabilities - Total current assets increased to $152,337,000 as of December 31, 2019, from $78,346,000 as of March 31, 2019, reflecting a growth of 94%[7] - Total liabilities decreased to $20,575,000 as of December 31, 2019, from $15,989,000 as of March 31, 2019, showing a reduction of 29.8%[7] - Total stockholders' equity increased to $255,254,000 as of December 31, 2019, from $180,764,000 as of March 31, 2019, reflecting a growth of 41.1%[7] - Cash and cash equivalents rose to $150,243,000 as of December 31, 2019, compared to $76,722,000 as of March 31, 2019, marking an increase of 96%[7] - Cash and cash equivalents increased to $150.2 million at the end of the year, up from $82.3 million at the beginning of the year, reflecting a net change of $73.5 million[17] Expenses - General and administrative expenses for the three months ended December 31, 2019, were $4,740,000, slightly down from $5,216,000 in the same period of 2018, a decrease of 9.1%[9] - The company reported a direct cost of revenue of $631,000 for the three months ended December 31, 2019, down from $974,000 in the same period of 2018, a reduction of 35.2%[9] - Depreciation and amortization expenses were $2.4 million for the nine months ended December 31, 2019, compared to $2.1 million for the same period in 2018[17] - Depreciation and amortization increased by $0.4 million, or 63%, to $1.1 million for the three months ended December 31, 2019, from $0.7 million in the prior year[162] - Stock compensation expense related to restricted stock was approximately $1.1 million and $3.1 million for the three and nine months ended December 31, 2019, respectively[109] Cash Flow - Net cash used by operating activities was $21.3 million for the three months ended December 31, 2019, compared to $17.0 million for the same period in 2018[174] - Net cash provided by financing activities was $96.0 million for the nine months ended December 31, 2019, primarily from a follow-on offering[176] - The company completed a follow-on offering in July 2019, selling 2,222,223 shares at $45.00 per share, resulting in net proceeds of approximately $94.2 million[177] - Net cash used in investing activities was approximately $1.2 million for the nine months ended December 31, 2019, compared to $1.4 million in the same period of 2018[175] Regulatory and Strategic Initiatives - Anterix holds approximately 60% of the channels in the 900 MHz band in the top 20 metropolitan areas in the United States, positioning itself as a leader in this spectrum[19] - The company is pursuing regulatory proceedings with the FCC to modernize and realign the 900 MHz band for broadband deployment[19] - The company is engaged in initiatives to commercialize its spectrum assets among critical infrastructure and enterprise customers, focusing on private broadband networks[139] - The company plans to lease its spectrum to customers for terms of 20 years or longer, with customers bearing the costs of deploying and operating their networks[142] - The company is actively engaging with the FCC and other stakeholders to support its initiatives in the 900 MHz band[143] Internal Controls and Governance - A material weakness in internal control over financial reporting was identified, which is currently being remediated[185] - Management identified a material weakness in internal control over financial reporting due to inadequate controls related to new tax laws[187] - A material weakness is defined as a deficiency that could lead to material misstatements in financial statements[188] - To remediate the material weakness, management implemented new controls, additional training programs, and revised policies regarding tax guidelines[189] - As of December 31, 2019, management believes proper policies and controls have been established to address the material weakness[190] Stock and Equity - The company had 17,146,680 shares issued and outstanding as of December 31, 2019, compared to 14,739,145 shares as of March 31, 2019, an increase of 16.3%[11] - The Company’s board of directors reserved 3,805,223 shares of common stock for issuance under its 2014 Stock Plan as of December 31, 2019[108] - As of December 31, 2019, the company had 352,584 non-vested restricted stock units outstanding, with a weighted average grant date fair value of $35.45[109] - The company had approximately $2.8 million of unrecognized compensation cost related to non-vested stock options as of December 31, 2019[118] Legal and Compliance - The company is not involved in any material legal proceedings[192]

Financial Data and Key Metrics Changes - The company reported a net loss of $7.7 million or negative $0.46 per share for the second fiscal quarter, an improvement from a net loss of $11.8 million or negative $0.81 per share in the same quarter of the previous year [29] - Adjusted EBITDA for the second quarter was negative $6.2 million, compared to negative $7.6 million for the same period last year, indicating improved performance due to lower restructuring charges [29] Business Line Data and Key Metrics Changes - The company is focusing on the electric utility industry for its broadband spectrum offerings, which is seen as a compelling opportunity for wide-scale adoption of LTE broadband technology [11][12] - The company has engaged with approximately 400 incumbent licensees that will need to be retuned or relocated to clear the proposed broadband segment [8] Market Data and Key Metrics Changes - There is increasing interest from electric utilities and other industrial sectors in private LTE networks, which are seen as essential for mission-critical communications [15][16] - The company has seen a rise in demand for private LTE solutions, with utilities developing business cases for enhanced telecom capabilities [17] Company Strategy and Development Direction - The company is actively preparing for the regulatory process and has prioritized hiring staff for the retuning process, with a team now in place that has a combined 250 years of experience [7][8] - The company aims to enhance its spectrum position by acquiring MTA agreements, with seven out of eleven licenses in active discussions or signed agreements [10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the regulatory process and the potential for a favorable decision from the FCC regarding broadband allocation [5][6] - The company acknowledges the patience required from investors due to the lengthy regulatory process but sees increasing attention on private broadband opportunities as a positive sign [12] Other Important Information - The company completed an equity raise in July, providing $94 million in net proceeds to support its business plans [28] - The company is debt-free and had $157.5 million in available cash as of September 30, 2019 [28] Q&A Session Summary Question: Changes in revenue model expectations for spectrum leases - Management indicated no changes in expectations for revenue models, emphasizing long-term spectrum leases as the core offering [33] Question: Quantification of parties working on retuning - Management confirmed sufficient interest from parties to make retuning worthwhile, with many players in place for discussions [35] Question: Timing of FCC report and order - Management noted uncertainty in predicting the timing of the FCC report, suggesting it could be bundled with other spectrum-related issues [38] Question: Use case examples for utilities with broadband in place - Management discussed enhanced capabilities for fire detection and prevention, as well as improved command and control for power shutoffs [42] Question: Other potential users of the spectrum - Management mentioned interest from sectors such as oil and gas, and railroads, highlighting an awakening to the value of broadband technology [50][52]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________ FORM 10-Q ____________________________________ (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36827 _________________________ ...

Financial Data and Key Metrics Changes - The company successfully raised $100 million in equity funding, which is expected to accelerate efforts to clear the spectrum and monetize this asset [5][20] - As of June 30, 2019, the company had $69 million in available cash and is debt-free, with a cash position decrease of $7.7 million from the previous quarter [36][37] - The net proceeds from the equity raise provided additional strength to the balance sheet, allowing for opportunistic retuning in advance of the FCC's final order [35] Business Line Data and Key Metrics Changes - The company is focused on serving critical infrastructure needs through advanced private broadband solutions using its 900 megahertz spectrum [19][31] - The customer pipeline has expanded to nearly 40 potential customers, with growing interest from various sectors including electric utilities, water, oil and gas, and transportation [22][60] - The pilot program with Ameren has demonstrated 14 different use cases, showcasing the value of utilizing a private broadband network [23] Market Data and Key Metrics Changes - The company is actively engaging with incumbent licensees to clear the proposed 900 megahertz broadband allocation, prioritizing markets with the earliest commercial opportunities [7][21] - Support for the FCC's proposal has been noted from various stakeholders, including Southern California Edison and the National Rural Electric Cooperative Association, indicating a strong market interest [9][11] Company Strategy and Development Direction - The company aims to enable transformative broadband capabilities needed to modernize critical infrastructure for energy, transportation, and logistics [20][32] - The strategic focus includes building a network of networks to support advanced capabilities and addressing the convergence of telecommunications needs in the utility sector [33] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism regarding the FCC proceeding, noting strong support and the absence of unanticipated issues [8][16] - The company anticipates a final order from the FCC before the end of the year, which would facilitate the monetization of its spectrum [17][36] Other Important Information - The company has launched the Utilities Broadband Alliance (UBBA) to promote the advancement of private broadband networks for critical infrastructure [25][26] - The first members summit of UBBA is planned for October, focusing on the challenges and opportunities for utilities [27] Q&A Session Summary Question: What incentives exist for early adopters like Southern and Ameren? - Management noted that while the utility industry is generally conservative, there are ways to incentivize early adopters through lease terms [39][40] Question: Is the recent filing by Florida Power & Light a positive sign? - Management confirmed that the filing suggests a consideration of moving to 800 megahertz as 900 megahertz becomes more available for broadband [44] Question: What is the likelihood of the FCC ruling being finalized? - Management expressed confidence in the process, noting that the FCC has shown unanimous support for the proposed rulemaking [46][47] Question: Are there links between the 900 megahertz process and other FCC spectrum matters? - Management indicated that while there are no explicit linkages, the prioritization of the 900 megahertz proceeding is essential for attention from the FCC [51] Question: What is the status of the retuning process? - Management confirmed that the retuning process has started, with hiring underway and a focus on completing the task efficiently [56][57] Question: How is the customer acceptance of the revenue model progressing? - Management reported good traction with the long-term leasing model, emphasizing the need for education on spectrum costs [62][64]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________ FORM 10-Q ____________________________________ (Mark one) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36827 ______________________________ ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________________ FORM 10-K ______________________________________________ (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36827 _________________ ...

pdvWireless, Inc. (PDVW) Q3 2019 Earnings Conference Call February 8, 2019 8:30 AM ET Company Participants Natasha Vecchiarelli - Director of Corporate Communications Morgan O'Brien - Chief Executive Officer Rob Schwartz - President and Chief Operating Officer Timothy Gray - Chief Financial Officer Conference Call Participants George Sutton - Craig-Hallum Mike Crawford - B. Riley FBR Operator Good morning, ladies and gentlemen, and welcome to the pdvWireless Third Quarter Update Conference Call. At this tim ...

[Explanatory Note](index=2&type=section&id=Explanatory%20Note) The company restated financial statements for FY2018 and Q4 2017 due to an incorrect interpretation of the TCJA regarding net operating losses, leading to a material deferred tax benefit adjustment - The restatement was necessary because the company incorrectly interpreted the effective dates of the Tax Cuts and Jobs Act of 2017 (TCJA) regarding its Net Operating Losses (NOLs)[4](index=4&type=chunk) - Under the correct interpretation, NOLs generated in Fiscal 2018 have an indefinite carryforward period and are not subject to the 80% usage limitation, a "double benefit" the company initially thought was unintended by Congress[4](index=4&type=chunk)[5](index=5&type=chunk)[6](index=6&type=chunk) - This correction led to the recognition of an additional deferred tax benefit of **$5.6 million** for the quarter ended December 31, 2017, and **$6.0 million** for the fiscal year ended March 31, 2018, which was deemed a material impact[30](index=30&type=chunk) [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) The consolidated financial statements for the nine months ended December 31, 2018, show a net loss of $32.4 million, decreased cash, and significant restructuring activities, reflecting ASC 606 adoption and internal control weaknesses [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2018, total assets decreased to $203.7 million from $220.3 million, primarily due to reduced cash, while liabilities increased and equity decreased from net losses Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2018 (Unaudited) | Mar 31, 2018 (Restated) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $82,349 | $98,318 | | Total current assets | $84,700 | $100,276 | | Intangible assets | $107,543 | $106,606 | | **Total assets** | **$203,678** | **$220,340** | | **Liabilities & Equity** | | | | Total current liabilities | $7,912 | $5,229 | | Total liabilities | $15,452 | $11,811 | | Accumulated deficit | $(158,903) | $(127,239) | | **Total stockholders' equity** | **$188,226** | **$208,529** | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) For the nine months ended December 31, 2018, the net loss widened to $32.4 million from $16.2 million, driven by $8.5 million in restructuring costs and a $0.7 million impairment charge, despite increased operating revenues Statement of Operations Summary (in thousands) | Metric | Nine Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2017 | | :--- | :--- | :--- | | Total operating revenues | $5,199 | $4,579 | | Gross loss | $(363) | $(1,049) | | Restructuring costs | $8,540 | $0 | | Impairment of long-lived assets | $730 | $0 | | Total operating expenses | $33,132 | $22,122 | | Loss from operations | $(33,495) | $(23,171) | | **Net loss** | **$(32,432)** | **$(16,210)** | | **Net loss per share** | **$(2.23)** | **$(1.12)** | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended December 31, 2018, operating cash usage was $17.0 million, investing cash usage decreased, and financing activities provided cash, resulting in a $16.0 million decrease in cash and cash equivalents Cash Flow Summary (in thousands) | Activity | Nine Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2017 | | :--- | :--- | :--- | | Net cash used by operating activities | $(16,960) | $(16,906) | | Net cash used by investing activities | $(1,434) | $(2,678) | | Net cash provided by (used by) financing activities | $2,425 | $(255) | | **Net change in cash and cash equivalents** | **$(15,969)** | **$(19,839)** | | **Cash and cash equivalents, end of period** | **$82,349** | **$104,244** | [Notes to Unaudited Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail the company's strategic shift to 900 MHz spectrum, restructuring of TeamConnect and pdvConnect businesses, adoption of ASC 606, $8.5 million in restructuring costs, $0.7 million asset impairments, and a material weakness in tax accounting controls - The company's primary focus is on regulatory initiatives at the FCC to modernize the 900 MHz band for broadband deployment, transferring its TeamConnect and pdvConnect businesses as part of this strategic shift[26](index=26&type=chunk) - On April 1, 2018, the company adopted the new revenue standard ASC 606, recording a cumulative-effect adjustment that reduced the opening accumulated deficit by **$0.8 million**, primarily due to the capitalization of contract acquisition costs (e.g., sales commissions)[47](index=47&type=chunk) - For the nine months ended Dec 31, 2018, the company recorded **$8.5 million** in restructuring costs, mainly from CEO transition agreements and employee severance, and a **$0.7 million** non-cash impairment charge on radio assets[62](index=62&type=chunk)[64](index=64&type=chunk) - Subsequent to the quarter end, in January 2019, the company entered into agreements with A BEEP LLC and Goosetown Enterprises, Inc. to transfer its TeamConnect and pdvConnect customer bases and related operations[81](index=81&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's strategic focus on 900 MHz spectrum initiatives, a significant restructuring plan including business transfers and workforce reduction to cut $2.1 million in annual costs, and a wider net loss, while affirming sufficient liquidity for the next 12 months [Spectrum Initiatives](index=38&type=section&id=Spectrum%20Initiatives) The company's primary strategic initiative involves a regulatory proceeding at the FCC to modernize the 900 MHz spectrum for broadband use, with proposals submitted to address interference, though timing and outcome remain uncertain - The company is pursuing a regulatory proceeding at the FCC to realign the 900 MHz band to enable broadband and other advanced technologies[95](index=95&type=chunk) - In response to an FCC Notice of Inquiry (NOI), the company and EWA proposed shifting the broadband allocation by **400 kHz** to address potential interference concerns from incumbents[96](index=96&type=chunk)[97](index=97&type=chunk) - The company is awaiting the next step from the FCC, which could be a Notice of Proposed Rulemaking, but the timing and ultimate outcome are not guaranteed[97](index=97&type=chunk) [Restructuring and Realignment Plan](index=42&type=section&id=Restructuring%20and%20Realignment%20Plan) To focus on spectrum initiatives, the company transferred TeamConnect and pdvConnect businesses, eliminated 20 positions (30% of workforce), and closed its San Diego office, expecting $2.1 million in annualized operating cost reductions - The company entered into agreements with A BEEP and Goosetown to transfer its TeamConnect and pdvConnect businesses, allowing it to focus on its core spectrum initiatives[100](index=100&type=chunk) - In connection with the business transfers, the company eliminated **20 positions** (**30% of workforce**) and closed its San Diego office[104](index=104&type=chunk) - The restructuring actions are expected to decrease operating costs by approximately **$2.1 million** on an annualized basis[104](index=104&type=chunk) [Results of Operations](index=48&type=section&id=Results%20of%20Operations) For the nine months ended December 31, 2018, operating revenues increased 13.5% to $5.2 million, but the net loss widened to $32.4 million due to $8.5 million in restructuring costs and a $0.7 million asset impairment, despite reduced sales and support expenses Comparison of Operations (in thousands) | Metric | Nine Months Ended Dec 31, 2018 | Nine Months Ended Dec 31, 2017 | | :--- | :--- | :--- | | Total operating revenues | $5,199 | $4,579 | | Gross loss | $(363) | $(1,049) | | General and administrative | $18,882 | $15,341 | | Sales and support | $3,116 | $5,009 | | Restructuring costs | $8,540 | $0 | | **Net loss** | **$(32,432)** | **$(16,210)** | [Liquidity and Capital Resources](index=50&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2018, the company had $82.3 million in cash, with $17.0 million used in operations for the nine months, and management believes current cash is sufficient for at least the next 12 months, supported by cost reductions - The company held **$82.3 million** in cash and cash equivalents at December 31, 2018[112](index=112&type=chunk) - Net cash used in operating activities was **$17.0 million** for the nine months ended December 31, 2018, primarily driven by a net loss of **$32.4 million**, offset by non-cash charges like stock-based compensation[112](index=112&type=chunk) - Management believes current cash is sufficient to fund operations for at least the next **12 months**[115](index=115&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's market risk is limited to immaterial interest income sensitivity from short-term cash investments, with no exposure to foreign currency risk as all operations are U.S. dollar-denominated - The company's primary market risk is interest rate sensitivity on its cash and cash equivalents, which is considered immaterial due to the short-term nature of the instruments[119](index=119&type=chunk) - There is no exposure to foreign currency risk as all transactions are in U.S. dollars[119](index=119&type=chunk) [Controls and Procedures](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of December 31, 2018, due to a material weakness in internal control over financial reporting related to tax law interpretation, leading to a financial restatement, with a remediation plan in progress - Management concluded that disclosure controls and procedures were not effective as of December 31, 2018[120](index=120&type=chunk) - A material weakness exists in internal control over financial reporting due to an error in interpreting the Tax Cuts and Jobs Act of 2017 (TCJA), which resulted in a restatement of prior financial statements[121](index=121&type=chunk) - A remediation plan, including new controls and training, has been implemented but was not yet deemed effective as of the report date[122](index=122&type=chunk)[123](index=123&type=chunk) [PART II. OTHER INFORMATION](index=57&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings - The company is not involved in any material legal proceedings at this time[126](index=126&type=chunk) [Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) An updated risk factor highlights the potential failure to effectively execute the transfer of TeamConnect and pdvConnect businesses, which could lead to higher costs, lower revenues, and increased reliance on successful spectrum initiatives - An updated risk factor warns that the company may fail to effectively execute the transfer of its TeamConnect and pdvConnect businesses[128](index=128&type=chunk) - Potential negative outcomes include higher costs, lower-than-anticipated revenues, higher customer churn, and potential litigation if partners fail to meet obligations[130](index=130&type=chunk)[131](index=131&type=chunk) - The transfer of these businesses increases the company's reliance on a successful outcome of its current spectrum initiatives with the FCC[131](index=131&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) As of December 31, 2018, the company has used approximately $24.0 million of the $64.8 million net proceeds from its May 2015 public offering, with no material change to the expected use of remaining funds - From a May 2015 public offering that raised **$64.8 million**, the company has used approximately **$24.0 million** through December 31, 2018[132](index=132&type=chunk)