Anterix(ATEX) - 2024 Q2 - Quarterly Report

General Information Filing Information Anterix Inc. filed its Form 10-Q for the period ended September 30, 2023, as a non-accelerated filer on Nasdaq - Anterix Inc. filed its Quarterly Report on Form 10-Q for the period ended September 30, 2023[3] Filing Details | Indicator | Detail | | :---------- | :----- | | Filing Type | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | | Period Ended | September 30, 2023 | | Trading Symbol | ATEX | | Exchange | The Nasdaq Stock Market LLC (Nasdaq Capital Market) | | Filer Status | Non-accelerated filer, Smaller reporting company | | Common Stock Outstanding (Nov 10, 2023) | 18,769,676 shares | Cautionary Statement Regarding Forward-Looking Statements The report's forward-looking statements are subject to significant business, economic, and regulatory risks and uncertainties - Forward-looking statements are subject to significant business, economic, competitive, regulatory, and other risks, contingencies, and uncertainties[8] - Key risks include the ability to qualify for and obtain broadband licenses from the FCC, successfully commercialize spectrum assets, correctly estimate financial needs, achieve operating and financial projections, and manage macroeconomic pressures[8] - Investors are urged not to place undue reliance on forward-looking statements, which reflect views and assumptions only as of the date made[11] PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements This section presents unaudited financial statements, highlighting changes in cash, intangible assets, and a shift to near break-even Consolidated Balance Sheets Consolidated Balance Sheet Highlights (in thousands) | Item | Sep 30, 2023 | Mar 31, 2023 | Change (Absolute) | Change (%) | | :------------------------------------- | :----------- | :----------- | :---------------- | :--------- | | Cash and cash equivalents | $48,534 | $43,182 | $5,352 | 12.4% | | Total current assets | $62,112 | $59,459 | $2,653 | 4.5% | | Intangible assets | $197,566 | $202,044 | $(4,478) | -2.2% | | Total assets | $279,876 | $278,558 | $1,318 | 0.5% | | Total current liabilities | $15,298 | $31,900 | $(16,602) | -52.0% | | Deferred revenue (non-current) | $74,984 | $57,990 | $16,994 | 29.3% | | Total liabilities | $103,775 | $98,765 | $5,010 | 5.1% | | Total stockholders' equity | $176,101 | $179,793 | $(3,692) | -2.1% | Unaudited Consolidated Statements of Operations Consolidated Statements of Operations Highlights (in thousands, except per share data) | Item | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change (YoY) | 6 Months Ended Sep 30, 2023 | 6 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------------------------- | :-------------------------- | :-------------------------- | :----------- | :-------------------------- | :-------------------------- | :----------- | | Spectrum revenues | $1,052 | $398 | 164.3% | $1,660 | $733 | 126.5% | | Operating expenses | $14,571 | $13,943 | 4.5% | $28,834 | $27,996 | 3.0% | | Gain on disposal of intangible assets, net | $(8,513) | $(2,905) | 193.0% | $(19,298) | $(3,553) | 443.2% | | Gain on sale of intangible assets, net | $(7,332) | $0 | N/A | $(7,332) | $0 | N/A | | Loss from operations | $(10,660) | $(10,660) | 0.0% | $(580) | $(23,732) | -97.6% | | Net income (loss) | $(10,643) | $(10,643) | 0.0% | $(45) | $(23,839) | -99.8% | | Net income (loss) per common share basic | $(0.56) | $(0.56) | 0.0% | $0.00 | $(1.27) | -100.0% | Unaudited Consolidated Statements of Stockholders' Equity Consolidated Statements of Stockholders' Equity Highlights (in thousands) | Item | Balance at Mar 31, 2023 | Balance at Sep 30, 2023 | Change (Absolute) | | :------------------------------------- | :---------------------- | :---------------------- | :---------------- | | Common stock (shares) | 18,922 | 18,768 | (154) | | Additional paid-in capital | $518,160 | $525,248 | $7,088 | | Accumulated deficit | $(338,369) | $(349,149) | $(10,780) | | Total stockholders' equity | $179,793 | $176,101 | $(3,692) | - Equity-based compensation for the six months ended September 30, 2023, was $8.1 million, contributing to the increase in additional paid-in capital[19] - The company repurchased and retired 333,000 common shares for $10.7 million during the six months ended September 30, 2023[19] Unaudited Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | 6 Months Ended Sep 30, 2023 | 6 Months Ended Sep 30, 2022 | Change (YoY) | | :------------------------------------- | :-------------------------- | :-------------------------- | :----------- | | Net cash provided by (used in) operating activities | $2,213 | $(17,948) | $20,161 | | Net cash provided by (used in) investing activities | $14,889 | $(12,373) | $27,262 | | Net cash used in financing activities | $(11,750) | $(5,189) | $(6,561) | | Net change in cash and cash equivalents | $5,352 | $(35,510) | $40,862 | | Cash and cash equivalents, end of period | $48,534 | $70,114 | $(21,580) | - Operating cash flow significantly improved, moving from a net use of $17.9 million in 2022 to a net provision of $2.2 million in 2023, primarily due to increased deferred revenue from customer prepayments and reduced net loss[25][107][108] - Investing activities shifted from a net use of $12.4 million in 2022 to a net provision of $14.9 million in 2023, driven by $25.2 million proceeds from spectrum sales, partially offset by intangible asset purchases[25][109] - Financing activities used more cash, increasing from $5.2 million in 2022 to $11.8 million in 2023, mainly due to higher common stock repurchases ($10.7 million in 2023 vs $4.7 million in 2022)[25][110] Notes to Unaudited Consolidated Financial Statements 1. Nature of Operations and Basis of Presentation Anterix commercializes its 900 MHz spectrum for private broadband networks and has secured key customer agreements - Anterix Inc. is a wireless communications company commercializing 900 MHz spectrum for private broadband networks for utility and critical infrastructure customers[28] - The company launched CatalyX, an integrated platform offering public network roaming management and secure, remote SIM provisioning to enhance utilities' resiliency and collaboration[28] - Key agreements include a $30.0 million sale of 900 MHz Broadband Spectrum to LCRA (April 2023), an $80.0 million long-term usage agreement with Xcel Energy (October 2022), and a $50.0 million sale to SDG&E (February 2021), with a $25.2 million milestone payment received from SDG&E in Q3 2023[29][30][31] - The company adopted the Anterix Inc. 2023 Stock Plan and authorized a new $250.0 million share repurchase program on September 21, 2023, extending through September 21, 2026[32] 2. Revenue Spectrum revenues grew significantly, driven by new agreements, leading to a substantial increase in deferred revenue Spectrum Revenues (in thousands) | Revenue Source | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 6 Months Ended Sep 30, 2023 | 6 Months Ended Sep 30, 2022 | | :--------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Ameren Corporation | $152 | $152 | $304 | $305 | | Evergy | $274 | $64 | $548 | $64 | | Xcel Energy | $444 | $0 | $444 | $0 | | Motorola (Narrowband) | $182 | $182 | $364 | $364 | | Total spectrum revenue | $1,052 | $398 | $1,660 | $733 | - Total spectrum revenue increased by 164% for the three months and 126% for the six months ended September 30, 2023, primarily due to new revenue recognition from Evergy and Xcel Energy agreements[38] Contract Liabilities (Deferred Revenue) (in thousands) | Item | Sep 30, 2023 | Mar 31, 2023 | | :------------------------------------- | :----------- | :----------- | | Balance at beginning of period (6 months) | $60,759 | $54,678 | | Additions (6 months) | $21,166 | $0 | | Revenue recognized (6 months) | $(1,660) | $(733) | | Balance at end of period (6 months) | $80,265 | $53,945 | | Noncurrent liabilities | $74,984 | $51,431 | - Contract liabilities (deferred revenue) increased significantly, with a $21.2 million addition from Xcel Energy's milestone payment during the six months ended September 30, 2023[42] 3. Intangible Assets Intangible assets decreased due to spectrum sales and exchanges, resulting in significant recognized gains Intangible Assets Activity (in thousands) | Item | Wireless Licenses (Mar 31, 2023) | Wireless Licenses (Sep 30, 2023) | | :------------------------------------- | :------------------------------- | :------------------------------- | | Balance at March 31, 2023 | $202,044 | | | Acquisitions | $8,022 | | | Sale of intangible assets | $(31,798) | | | Exchanges – licenses received | $24,146 | | | Exchanges – licenses surrendered | $(4,848) | | | Balance at September 30, 2023 | | $197,566 | - The company recorded a $19.3 million non-monetary gain on disposal of intangible assets for the six months ended September 30, 2023, from exchanging narrowband for broadband licenses in 14 counties[49] - A $7.3 million gain on sale of intangible assets was recognized for the six months ended September 30, 2023, from transferring the San Diego County broadband license to SDG&E[51] Purchases of Intangible Assets (in thousands) | Item | 6 Months Ended Sep 30, 2023 | 6 Months Ended Sep 30, 2022 | | :------------------------------------- | :-------------------------- | :-------------------------- | | Refundable deposits | $1,613 | $2,665 | | Retuning cost and Swaps | $442 | $3,815 | | Purchases and Anti-Windfall Payments | $8,022 | $4,748 | | Total | $10,077 | $11,228 | 4. Related Party Transactions The company withdrew from its LLC agreement with Goosetown, resulting in no related party payments or liabilities in the current period - Anterix Inc. withdrew as a member of TeamConnect LLC in February 2023 for no consideration[52] - No payments were incurred to related parties for the three and six months ended September 30, 2023, compared to $15,000 and $30,000 respectively in 2022[53] - As of September 30, 2023, the company had no outstanding liabilities to related parties[53] 5. Leases The company's operating leases for office and tower space resulted in ROU assets of $2.8 million and total liabilities of $3.9 million - Substantially all of the company's leases are classified as operating leases for corporate office space and tower space[55] Lease Financials (in thousands) | Item | Sep 30, 2023 | Mar 31, 2023 | | :------------------------------------- | :----------- | :----------- | | Right of use assets, net | $2,826 | $3,371 | | Current operating lease liabilities | $1,610 | $1,725 | | Non-current operating lease liabilities | $2,278 | $2,922 | | Total Operating Lease Liabilities | $3,888 | $4,647 | Net Lease Cost (in thousands) | Item | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 6 Months Ended Sep 30, 2023 | 6 Months Ended Sep 30, 2022 | | :------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Operating lease cost | $471 | $445 | $978 | $894 | | Short term lease cost | $0 | $3 | $0 | $7 | | Net lease cost | $471 | $448 | $978 | $901 | - The weighted-average remaining lease term for operating leases is 2.65 years (Sep 30, 2023), with a weighted-average incremental borrowing rate of 12%[56] 6. Income Taxes The company recorded deferred tax expenses due to the inability to fully utilize NOL carryforwards against certain deferred tax liabilities - The company recorded deferred tax expenses of $0.6 million for the three months and $0.4 million for the six months ended September 30, 2023[63] - This is primarily due to the inability to use some portion of federal and state NOL carryforwards against deferred tax liabilities created by the amortization of indefinite-lived intangible assets[63] - Deferred tax liabilities as of September 30, 2023, were approximately $2.9 million for federal and $2.9 million for state[64] 7. Stockholders' Equity The company adopted a new stock plan and authorized a new $250.0 million share repurchase program - The Anterix Inc. 2023 Stock Plan was adopted on August 8, 2023, authorizing 250,000 shares for grant, with 603,542 shares available for future issuance as of September 30, 2023[65][66] - A new $250.0 million share repurchase program was authorized on September 21, 2023, replacing the 2021 program, with $250.0 million remaining as of September 30, 2023[67][70] Share Repurchase Activity (in thousands, except per share data) | Item | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 6 Months Ended Sep 30, 2023 | 6 Months Ended Sep 30, 2022 | | :------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Number of shares repurchased and retired | 333 | 54 | 333 | 110 | | Average price paid per share | $32.69 | $36.73 | $32.69 | $48.42 | | Total cost to repurchase | $10,735 | $2,000 | $10,735 | $4,725 | - An excise tax of approximately $45 thousand was accrued for stock repurchases for the three and six months ended September 30, 2023, due to the Inflation Reduction Act of 2022[68] 8. Net Income (Loss) Per Share of Common Stock Net loss per share for the six-month period improved significantly to near zero from a loss of $(1.27) in the prior year Net Income (Loss) Per Share (in thousands, except per share data) | Item | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | 6 Months Ended Sep 30, 2023 | 6 Months Ended Sep 30, 2022 | | :------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net income (loss) | $2,073 | $(10,643) | $(45) | $(23,839) | | Basic weighted-average shares | 18,921,126 | 18,953,044 | 18,935,929 | 18,786,928 | | Diluted weighted-average common shares | 19,109,394 | 18,953,044 | 18,935,929 | 18,786,928 | | Net income (loss) per common share basic | $0.11 | $(0.56) | $0.00 | $(1.27) | | Net income (loss) per common share diluted | $0.11 | $(0.56) | $0.00 | $(1.27) | - For the three months ended September 30, 2023, 1,176,107 stock options and restricted stock units were excluded from diluted EPS calculation due to anti-dilutive effect[73] - For the six months ended September 30, 2023, 193,437 potentially dilutive securities were excluded due to the company reporting a net loss[73] 9. Contingencies and Guaranty The company has contingent liabilities related to SDG&E refund obligations and a guaranty for spectrum delivery to Xcel Energy - SDG&E refund obligations represent a contingent liability, with $1.4 million remaining as a short-term liability after the delivery of the San Diego County broadband license[74][75] - The company has a guaranty agreement with Xcel Energy for 900 MHz Broadband Spectrum delivery, with a maximum potential liability of approximately $28.8 million as of September 30, 2023[76][77] - The company is not involved in any material legal proceedings[78] 10. Concentrations of Credit Risk Credit risk is concentrated in cash equivalents, while operating revenue is secured through upfront payments with no outstanding receivables - The company's primary credit risk is concentrated in cash and cash equivalents, which are placed with financial institutions where credit loss is not anticipated[80] - Operating revenue is entirely from upfront, fully paid fees from spectrum customers[80] - As of September 30, 2023, there were no outstanding accounts receivable[80] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes financial results, highlighting revenue growth, expense changes, and the company's liquidity position Overview - Anterix Inc. is a wireless communications company focused on commercializing its 900 MHz spectrum assets to enable utility and critical infrastructure customers to deploy private broadband networks[83] - The company is the largest holder of licensed spectrum in the 900 MHz band with nationwide coverage and is actively securing broadband licenses from the FCC following the 2020 Report and Order[83] - Anterix launched CatalyX, an integrated platform offering public network roaming management and secure, remote SIM provisioning to enhance utilities' resiliency and collaboration[83] Business Developments - In April 2023, Anterix entered into an agreement with Lower Colorado River Authority (LCRA) to sell 900 MHz Broadband Spectrum for $30.0 million, supporting LCRA's PLTE network deployment[84] - In October 2022, Anterix signed an agreement with Xcel Energy for dedicated long-term usage of 900 MHz Broadband Spectrum for $80.0 million, with a $21.2 million milestone payment received in July 2023[85][86] - Anterix transferred the San Diego County broadband license to SDG&E in Q3 2023, receiving a $25.2 million milestone payment as part of the $50.0 million SDG&E Agreement[87] - The company adopted the Anterix Inc. 2023 Stock Plan and authorized a new $250.0 million share repurchase program on September 21, 2023[88][89] Results of Operations Spectrum Revenues Spectrum Revenues (in thousands) | Period | 2023 | 2022 | Aggregate Change (2023 from 2022) | Change % | | :-------------------------- | :----- | :----- | :-------------------------------- | :------- | | Three months ended Sep 30 | $1,052 | $398 | $654 | 164% | | Six months ended Sep 30 | $1,660 | $733 | $927 | 126% | - The increase in spectrum revenues for both periods was primarily due to revenue recognized from agreements with Evergy (approx $0.3M for 3 months, $0.5M for 6 months) and Xcel Energy (approx $0.4M for both periods)[91] Operating Expenses Operating Expenses (in thousands) | Expense Category | 3 Months Ended Sep 30, 2023 | 3 Months Ended Sep 30, 2022 | Change % | 6 Months Ended Sep 30, 2023 | 6 Months Ended Sep 30, 2022 | Change % | | :------------------------------------- | :-------------------------- | :-------------------------- | :------- | :-------------------------- | :-------------------------- | :------- | | General and administrative | $11,905 | $11,427 | 4% | $23,578 | $22,786 | 3% | | Sales and support | $1,310 | $1,164 | 13% | $2,585 | $2,400 | 8% | | Product development | $1,147 | $980 | 17% | $2,216 | $2,076 | 7% | | Depreciation and amortization | $209 | $372 | -44% | $455 | $734 | -38% | | Total Operating expenses | $14,571 | $13,943 | 5% | $28,834 | $27,996 | 3% | - General and administrative expenses increased due to higher contract consulting costs, professional service expenses, and headcount, partially offset by lower stock compensation expense[93] - Sales and support expenses increased primarily due to higher headcount and related costs[94] - Product development expenses rose due to higher IT-related expenses and headcount, partially offset by lower contract consulting costs[95] - Depreciation and amortization decreased significantly as certain assets became fully depreciated[96] Gain on Disposal of Intangible Assets, Net Gain on Disposal of Intangible Assets, Net (in thousands) | Period | 2023 | 2022 | Aggregate Change (2023 from 2022) | Change % | | :-------------------------- | :------- | :------- | :-------------------------------- | :------- | | Three months ended Sep 30 | $(8,513) | $(2,905) | $(5,608) | 193% | | Six months ended Sep 30 | $(19,298) | $(3,553) | $(15,745) | 443% | - The significant increase in gain was due to the exchange of narrowband licenses for broadband licenses in 5 counties (3 months) and 14 counties (6 months) in 2023, resulting in non-monetary gains of $8.5 million and $19.3 million, respectively[97] Gain on Sale of Intangible Assets, Net Gain on Sale of Intangible Assets, Net (in thousands) | Period | 2023 | 2022 | Aggregate Change (2023 from 2022) | Change % | | :-------------------------- | :------- | :----- | :-------------------------------- | :------- | | Three months ended Sep 30 | $(7,332) | $0 | $(7,332) | 100% | | Six months ended Sep 30 | $(7,332) | $0 | $(7,332) | 100% | - A $7.3 million gain was recognized for the three and six months ended September 30, 2023, from the transfer of the San Diego County broadband license to SDG&E[99] - A $4.9 million deferred gain on sale of intangible assets was recorded related to SDG&E's option to pursue additional spectrum, expiring in September 2028[99] Loss on Disposal of Long-Lived Assets, Net Loss on Disposal of Long-Lived Assets, Net (in thousands) | Period | 2023 | 2022 | Aggregate Change (2023 from 2022) | Change % | | :-------------------------- | :----- | :----- | :-------------------------------- | :------- | | Three months ended Sep 30 | $67 | $20 | $47 | 236% | | Six months ended Sep 30 | $36 | $22 | $14 | 63% | Interest Income Interest Income (in thousands) | Period | 2023 | 2022 | Aggregate Change (2023 from 2022) | Change % | | :-------------------------- | :----- | :----- | :-------------------------------- | :------- | | Three months ended Sep 30 | $396 | $244 | $152 | 62% | | Six months ended Sep 30 | $782 | $261 | $521 | 200% | - The increase in interest income for both periods was attributable to higher interest rates[101] Other Income (Expense) Other Income (Expense) (in thousands) | Period | 2023 | 2022 | Aggregate Change (2023 from 2022) | Change % | | :-------------------------- | :----- | :----- | :-------------------------------- | :------- | | Three months ended Sep 30 | $63 | $(12) | $75 | -623% | | Six months ended Sep 30 | $158 | $47 | $111 | 236% | Income Tax Expense Income Tax Expense (in thousands) | Period | 2023 | 2022 | Aggregate Change (2023 from 2022) | Change % | | :-------------------------- | :----- | :----- | :-------------------------------- | :------- | | Three months ended Sep 30 | $645 | $215 | $430 | 200% | | Six months ended Sep 30 | $405 | $415 | $(10) | -2% | - The change in income tax expense is due to the inability to use some federal and state NOL carryforwards against deferred tax liability from intangible asset amortization and changes in the state effective tax rate[103] Liquidity and Capital Resources - Anterix Inc. had $48.5 million in cash and cash equivalents as of September 30, 2023[104] - The company believes its current cash and contracted customer proceeds will be sufficient to meet financial obligations for at least 12 months[105] - Future capital requirements depend on customer contracts, spectrum retuning costs, acquisitions, Anti-Windfall Payments, and the ability to timely deliver broadband licenses[105] - Net cash provided by operating activities was $2.2 million for the six months ended September 30, 2023, a significant improvement from a $17.9 million use in the prior year, driven by customer prepayments and reduced net loss[106][107] - Net cash provided by investing activities was $14.9 million for the six months ended September 30, 2023, primarily from $25.2 million in spectrum sales proceeds, offsetting intangible asset purchases[106][109] - Net cash used in financing activities increased to $11.8 million for the six months ended September 30, 2023, mainly due to $10.7 million in common stock repurchases[106][110] Material Cash Requirements - Future capital requirements are influenced by costs and time related to spectrum commercialization, customer contracts, timely delivery of broadband licenses, and potential refunds/penalties[111] - Total estimated payments for lease agreements (office and tower spaces) are approximately $4.5 million, with lease expiration dates ranging from October 2023 to July 2030[112][113] - An asset retirement obligation (ARO) for clearing tower site locations is estimated at approximately $0.6 million[113] - The Xcel Energy guaranty has a maximum potential liability of approximately $28.8 million as of September 30, 2023, related to deferred revenue from prepayments[114] - The 2023 Share Repurchase Program authorizes up to $250.0 million in common stock repurchases by September 21, 2026, with $250.0 million remaining as of September 30, 2023[115][117] Off-balance sheet arrangements - As of September 30, 2023, and March 31, 2023, Anterix Inc. did not have any relationships with unconsolidated entities or financial partnerships for off-balance sheet arrangements[119] Item 3. Quantitative and Qualitative Disclosures about Market Risk The company's primary market risks include interest rate fluctuations and inflation, with no foreign currency exposure - Primary market risk exposure is interest income sensitivity, but a 10% change in U.S. interest rates is not expected to materially impact financial condition due to the short-term nature of highly liquid investments[120] - The company is not exposed to foreign currency exchange rate fluctuations as all transactions are denominated in U.S. dollars[121] - Inflationary factors may adversely affect operating results by increasing costs and potentially harming commercialization efforts and revenues if not controlled[122] Interest Rate Risk - The company's primary exposure to market risk is interest income sensitivity, affected by changes in U.S. interest rates[120] - A 10% change in market interest rates is not expected to have a material impact due to the short-term nature of highly liquid instruments[120] Foreign Currency Exchange Rate Fluctuations - The company's operations are based in the United States, and all transactions are denominated in U.S. dollars, resulting in no exposure to foreign currency exchange rate fluctuations[121] Inflation Risk - Inflationary factors have increased operating expenses and could adversely affect target customers' businesses, potentially harming commercialization efforts and revenues[122] - Continued high inflation could materially affect the business, operating results, and financial condition if higher operating costs are not controlled or commercialization efforts are negatively impacted[122] Item 4. Controls and Procedures Management concluded that disclosure controls and internal controls over financial reporting were effective as of September 30, 2023 - Management concluded that disclosure controls and procedures were effective as of September 30, 2023[124] - No material changes in internal control over financial reporting occurred during the period[125] - Control systems provide only reasonable assurance and are subject to inherent limitations, including faulty judgments, simple errors, circumvention by individual acts or collusion, and management override[126][127] Disclosure Controls and Procedures - Management, including the CEO and CFO, evaluated and concluded that disclosure controls and procedures were effective as of the end of the reporting period[124] Changes in Internal Control over Financial Reporting - No changes in internal control over financial reporting occurred during the period that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[125] Inherent Limitations on Effectiveness of Controls - Management acknowledges that control systems provide only reasonable assurance and cannot prevent or detect all errors and fraud due to inherent limitations[126] - Limitations include faulty judgments, simple errors, circumvention by individuals or collusion, and management override[127] PART II. OTHER INFORMATION Item 1. Legal Proceedings Anterix Inc. is not currently involved in any material legal proceedings - The company is not involved in any material legal proceedings[129] Item 1A. Risk Factors No material changes to risk factors have occurred since the company's 2023 Annual Report on Form 10-K - No material changes have occurred from the risk factors previously disclosed in the 2023 Annual Report on Form 10-K[130] - Investors should carefully consider the disclosed risks, as well as additional unknown risks, which could materially and adversely affect the company's results of operations or financial condition[130] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The company repurchased $10.7 million of its common stock under its share repurchase programs Issuer Purchases of Equity Securities (in thousands except for share and per share data) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Dollar Value of Shares that May Yet be Purchased Under Publicly Announced Plans or Programs | | :------------------------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------------------- | :------------------------------------------------------------------------------------------------ | | July 1, 2023 through July 31, 2023 | — | $— | — | $26,815 | | August 1, 2023 through August 31, 2023 | 235,849 | $32.31 | 235,849 | $19,289 | | September 1, 2023 through Sep 30, 2023 | 96,730 | $33.27 | 96,730 | $250,000 | | Total | 332,579 | $32.69 | 332,579 | $250,000 | - The company repurchased 332,579 shares of common stock at an average price of $32.69 per share during the three months ended September 30, 2023[132] - A new $250.0 million share repurchase program was authorized on September 21, 2023, replacing the prior program, with repurchases to be made via open market and/or privately negotiated transactions[133] Item 3. Defaults Upon Senior Securities Anterix Inc. reported no defaults upon senior securities during the period - There were no defaults upon senior securities[134] Item 4. Mine Safety Disclosures Mine Safety Disclosures are not applicable to Anterix Inc - Mine Safety Disclosures are not applicable[135] Item 5. Other Information Anterix Inc. reported no other information requiring disclosure under this item - No other information is reported under this item[135] Item 6. Exhibits This section lists all exhibits filed with the Quarterly Report, including governance documents, stock plans, and required certifications - Exhibits include corporate governance documents such as Amended and Restated Certificate of Incorporation and Bylaws, and their amendments[137] - The Anterix Inc. 2023 Stock Plan is filed as Exhibit 10.1[137] - Certifications from the Principal Executive Officer and Principal Financial Officer (pursuant to Rules 13a-14, 15d-14, and 18 U.S.C. Section 1350) are included[137] - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents) and the Cover Page Interactive Data File are also part of the exhibits[137] Signatures The report was duly signed by the CEO and CFO on November 13, 2023 - The report was signed on November 13, 2023[140] - Signatories include Robert H. Schwartz (President and Chief Executive Officer) and Timothy A. Gray (Chief Financial Officer and Principal Accounting Officer)[140]