Anterix Inc.
For the period ended Jun 30, 2026. Filed Aug 11, 2026.
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Jun 30, 2026 · Filed Aug 11, 2026
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Notes to Unaudited Consolidated Financial Statements
Notes to Consolidated Financial Statements
(Unaudited)
- Nature of Operations and Basis of Presentation
Anterix Inc. (the “Company”) is the nation’s largest holder of licensed 900 MHz spectrum (896-901/935-940 MHz) with coverage spanning the contiguous United States, Hawaii, Alaska, and Puerto Rico. The Company’s mission is to transform critical infrastructure connectivity, commercialize its spectrum assets and deliver advanced intelligent infrastructure solutions, including private broadband networks, tower access, and turnkey connectivity management, to utility and critical infrastructure enterprises seeking to enhance operational efficiency, strengthen grid resilience, and accelerate digital transformation.
During fiscal 2026, the Company evolved its business strategy. Building on its foundational 900 MHz spectrum position, the Company transitioned from a model focused predominantly on long-term spectrum leasing to a broader operating model. In the ordinary course of business, the Company now secures and expands its spectrum position, clears and retunes spectrum, monetizes spectrum through both sales and long-term leases, and develops a growing portfolio of products and services offerings around its spectrum that are designed to generate recurring revenue. Together, these activities form the foundation of how the Company generates revenue today and how it expects to generate revenue over time.
Basis of Presentation and Use of Estimates
The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Pursuant to the rules and regulations of the SEC, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, filed with the SEC on June 25, 2026 (the “2026 Annual Report”). In the Company’s opinion, all normal and recurring adjustments considered necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented have been included. The Company believes that the disclosures made in the unaudited consolidated interim financial statements are adequate to make the information not misleading. The results of operations for the interim periods presented are not necessarily indicative of the results for the year. The Company is also required to make certain estimates and assumptions that affect the reported amounts. These estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the financial statements in the applicable period. Accordingly, actual results could materially differ from those estimates.
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Business Developments
On April 16, 2026, the Company entered into a 10 MHz 900 MHz spectrum license sale agreement with Public Utility District No. 1 of Benton County (“Benton PUD”) to provide 900 MHz Broadband Spectrum in the 10 MHz broadband configuration, covering Benton County, Washington, (the “Benton Agreement”) for a total consideration of $0.8 million. This will enable Benton PUD to deploy a private wireless broadband network that will provide the taxpayer-owned utility and the community it serves with transformative communications capabilities to support its energy leadership, cooperation, and stewardship.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures and subsequently amended with ASU 2025-01, which was issued in January 2025. This update requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement expense line items in the notes to the financial statements. This update is effective for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively or retroactively. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update improves the navigability and applicability of the required interim disclosures. This update provides additional guidance on what disclosures should be provided in interim reporting periods and requires public business entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. This update is effective for interim periods within annual periods beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively or retroactively. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments in this ASU include technical corrections and other amendments intended to clarify and improve the Accounting Standards Codification across various topics. The amendments related to Accounting Standards Codification, Earnings per Share (“ASC 260”) are required to be applied retrospectively, while all other amendments may be applied either prospectively or retrospectively. This update is effective for annual periods beginning after December 15, 2026, and interim periods within those annual periods. Early adoption is permitted and should be applied either prospectively or retroactively. The Company is currently evaluating the impact of the new standard on the Company’s consolidated financial statements and related disclosures.
- Revenue
The following table provides information regarding the Company’s revenue for each of the services it provides pursuant to its spectrum revenue agreements for the three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Spectrum revenue | ||
| 900 MHz Broadband Spectrum Lease Revenue | ||
| Ameren Corporation (“Ameren”) | $206 | $206 |
| Evergy Services, Inc. (“Evergy”) | 385 | 385 |
| Xcel Energy Services Inc. (“Xcel Energy”) | 935 | 801 |
| Tampa Electric Company (“TECO”) (1) | 432 | 26 |
| Total spectrum revenue | $1,958 | $1,418 |
- The Company commenced revenue recognition in connection with the delivery of cleared 900 MHz Broadband Spectrum and the associated broadband licenses to TECO during the three months ended June 30, 2025.
900 MHz Broadband Spectrum Lease Agreements
The following table provides information regarding the Company’s spectrum lease agreements (as defined in the table below and collectively referred to as the “Spectrum Lease Agreements”) as of June 30, 2026:
| Spectrum Lease Agreements (1) | Agreement Date | Initial Term | Renewal Options | Total Consideration (2) | Payments Received | Payments Remaining |
|---|---|---|---|---|---|---|
| Ameren | December 2020 | 30 - years | 10 - years | $47.7 million | $45.2 million | $2.5 million (3) |
| Evergy | September 2021 | 20 - years | 2 x 10 - years | $30.2 million | $30.2 million | $— |
| Xcel Energy | October 2022 | 20 - years | 2 x 10 - years | $80.0 million | $76.0 million | $4.0 million (4) |
| TECO | November 2023 | 20 - years | 2 x 10 - years | $34.5 million | $34.5 million | $— |
The Spectrum Lease Agreements are subject to customary provisions regarding remedies for non-delivery, including termination rights and refund of amounts paid, if the Company fails to perform its other contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Agreements.
In accordance with ASC 606, the payments of prepaid fees under the spectrum lease agreements will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets. Revenue is recognized over time as the performance obligations of clearing the 900 MHz Broadband Spectrum and the associated broadband leases are delivered by the respective county, over the contractual term.
The remaining payments of $2.5 million, excluding potential penalties, for the 30-year initial term are due in the second half of 2026, per the terms of the Ameren Agreements and as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.
The remaining payments of $4.0 million, excluding potential penalties, for the 20-year initial term are due by mid-2028, per the terms of the Xcel Energy Agreement and as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases.
900 MHz Broadband Spectrum Sale Agreements
The following table provides information regarding the Company’s spectrum sale agreements (as defined in the table below and collectively referred to as the “Spectrum Sale Agreements”) as of June 30, 2026:
| Spectrum Sale Agreements (1) | Agreement Date | Total Consideration (2) | Payments Received | Payments remaining | Broadband license(s) delivered | Broadband license(s) remaining |
|---|---|---|---|---|---|---|
| CPS Energy (“CPS”) | January 2026 | $13.0 million | $6.5 million | $6.5 million | — | 1 |
| Texas-New Mexico Power Company (“TNMP”) | March 2026 | $3.2 million | $1.6 million | $1.6 million | — | 2 |
| NorthWestern Energy (“NWE”) | March 2026 | $7.7 million | $0.1 million | $7.6 million | — | 65 |
| Benton County (“Benton PUD”) | April 2026 | $0.8 million | $0.2 million | $0.6 million | — | 1 |
The Spectrum Sale Agreements are subject to customary provisions regarding remedies for non-delivery, including termination rights and refund of amounts paid, if the Company fails to perform its other contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Agreements.
In accordance with ASC 606, the payments of prepaid fees under the spectrum sale agreements will be accounted for as deferred revenue on the Company’s Consolidated Balance Sheets. Revenue will be recognized for each county once we deliver the cleared 900 MHz Broadband Spectrum and the associated broadband licenses.
Capitalized Contract Costs
The Company capitalizes incremental costs associated with obtaining a spectrum agreement with a customer, which generally include sales commissions, when it expects the benefit of those costs to extend beyond one year. The Company determined that certain sales commissions met the criteria for capitalization upon its adoption of Accounting Standards Codification, Revenue from Contracts with Customers (“ASC 606”). Capitalized incremental costs are amortized over the contractual term beginning on the first delivery of a broadband lease. The Company's capitalized contract costs consisted of the following activity during the three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | |||
|---|---|---|---|
| 2026 · 2025 | |||
| Balance at the beginning of the period | $505 | $1,241 | |
| Additions | — | 49 | |
| Amortization | (6) | (19) | |
| Balance at the beginning of the end | 499 | 1,271 | |
| Less amount classified as current assets (1) | (24) | (24) | |
| Noncurrent assets (1) | $475 | $1,247 | |
- Current assets are recorded as prepaid expenses and other current assets and noncurrent assets are recorded as other assets on the Company’s Consolidated Balance Sheets.
Contract Liabilities
Contract liabilities primarily relate to advanced consideration received from customers in connection with spectrum revenue agreements, for which revenue is recognized over the term of each delivered broadband lease or upon delivery of a broadband license associated with a sale agreement. The Company’s contract liabilities consisted of the following activity during the three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Balance at the beginning of the period | $161,178 | $124,672 |
| Net additions (1) | 15,693 | 4,960 |
| Revenue recognized | (1,958) | (1,418) |
| Balance at the end of the period | 174,913 | 128,214 |
| Less amount classified as current liabilities (2) | (14,331) | (6,343) |
| Noncurrent liabilities (2) | $160,582 | $121,871 |
Represents milestone payments received from customer contracts pursuant to the terms of the associated spectrum revenue agreements, net of delivery delay adjustments.
Current liabilities and noncurrent liabilities are recorded as deferred revenue on the Company’s Consolidated Balance Sheets.
Remaining Performance Obligations
Revenue allocated to remaining performance obligations of the Company’s contracts represents contracted revenue that will be recognized in future periods. Total performance obligations include deferred revenue (i.e., contract liabilities) as well as amounts that will be invoiced and recognized in future periods. Revenue allocated to remaining performance obligations was $197.8 million as of June 30, 2026, which will be recognized over the remaining contract terms up to 30 years for lease agreements and upon delivery of a broadband license associated with a sale agreement.
- Segment Reporting
The Company operates as a single operating and reportable segment. The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer, who manages the business on a consolidated basis. All of the Company’s identifiable assets are located in the United States. The Company did not generate any revenue from sources outside of the United States. Accounting Standards Codification, Segment Reporting (“ASC 280”) defines operating segments as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM in deciding how to allocate resources and assess performance.
The measure of segment profit or loss for the Company’s single segment is net income (loss). Additionally, the CODM uses cash and cash equivalents as a measure of segment assets, which is included on the Company’s consolidated financial statements. Cash and cash equivalents and Net income (loss) are reviewed and monitored by CODM to ensure enough capital is available for investing in purchases of intangible assets, refundable deposits, retuning costs and swaps, and the Company’s share repurchase program. Segment expenses were disaggregated based on the information the CODM is provided on a quarterly basis considering both quantitative and qualitative factors.
The table below summarizes significant segment expenses and other items, which represent the difference between segment revenue and segment net income during three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Spectrum revenue | $1,958 | $1,418 |
| Significant segment expenses and other segment items | ||
| Adjusted general and administrative (1) | 6,895 | 7,156 |
| Adjusted sales and support (2) | 1,564 | 1,364 |
| Adjusted product development (3) | 1,014 | 910 |
| Depreciation and amortization | 101 | 124 |
| Gain on exchange of intangible assets, net | (10,653) | (33,916) |
| Gain on sale of intangible assets, net | — | (961) |
| Interest income | 845 | 442 |
| Other income | 15 | — |
| Income tax expense (benefit) | 374 | (2,257) |
| Other segment items (4) | 3,283 | 4,260 |
| Net income | $240 | $25,180 |
Adjusted general and administrative includes expenses related to certain corporate functions, such as, executive, legal, finance, information technology, human resources and others, public company costs, bonus expense for all employees, insurance costs and other costs.
Adjusted sales and support includes expenses related to sales and marketing functions.
Adjusted product development includes expenses related to technology and product development functions.
Other segment items include items not deemed significant or regularly provided to the CODM, such as severance and other related charges, stock compensation and loss from disposal of long-lived assets.
Escrow Deposits
Escrow deposits are considered restricted cash as the deposits are restricted from use until the terms of the escrow agreement are met. Restricted cash is recorded as escrow deposits and a contingent liability on the Company’s Consolidated Balance Sheets. A reduction in the contingent liability and escrow deposits will be recognized for each county as the Company delivers the cleared 900 MHz Broadband Spectrum and the associated broadband licenses. Escrow deposits classified as current assets on the Company’s Consolidated Balance Sheets are related to the portion of the obligations of the escrow agreement that are expected to be met within a twelve-month period beginning June 30, 2026. Obligations not expected to be completed within this twelve-month period are classified as non-current assets.
In connection with the Lower Colorado River Authority Agreement in April 2023 (the “LCRA Agreement”), the Company and Lower Colorado River Authority (“LCRA”) entered into an escrow agreement. Pursuant to the escrow agreement, the escrow funds deposited from LCRA payments to the Company shall be held and invested in a money market deposit account. All interest and other income earned shall be allocated to the Company, payable with the final distribution of the escrow funds. The escrow funds shall be distributed upon written request by both the Company and LCRA pursuant to the terms within the original LCRA Agreement. In December 2023, the Company received $15.0 million, of which $7.5 million was deposited in an escrow account. As of June 30, 2026, the Company has classified $0.4 million as short-term escrow deposits, respectively, on the Consolidated Balance Sheets, inclusive of accrued interest and escrow releases for delivered 900 MHz Broadband Spectrum and the associated broadband licenses.
In June 2025, the Company entered into an agreement with an incumbent to retune and acquire wireless licenses for approximately $28.0 million. In connection with this agreement, the Company entered into an escrow agreement. Pursuant to the escrow agreement, the escrow funds deposited from the Company payments due to the incumbent shall be held and invested in a money market deposit account. All interest and other income earned shall be allocated to the incumbent, payable with the final distribution of the escrow funds. The escrow funds shall be distributed upon written request by both the Company and the incumbent pursuant to the terms within the escrow agreement. Once the escrow funds are distributed to the incumbent, the payments are recorded as spectrum receivable on the Company’s Consolidated Balance Sheets. As of June 30, 2026, the Company has deposited $18.3 million into the escrow account. As of June 30, 2026, the Company has classified $3.5 million as short-term escrow deposits on the
Consolidated Balance Sheets, inclusive of accrued interest and escrow releases to the incumbent, which are subsequently recorded as spectrum receivable on the Company’s Consolidated Balance Sheets.
- Intangible Assets
Wireless licenses are considered indefinite-lived intangible assets. Indefinite-lived intangible assets are not subject to amortization but instead are tested for impairment annually, or more frequently if an event indicates that the asset might be impaired. There wereno impairment charges related to the Company’s indefinite-lived intangible assets during the three months ended June 30, 2026 and 2025.
Intangible assets consist of the following activity for the three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Balance at the beginning of period | $310,712 | $228,983 |
| Acquisitions | 1,920 | 3,932 |
| Sale of intangible assets | — | (1,512) |
| Exchanges - licenses received | 13,522 | 40,618 |
| Exchanges - licenses surrendered | (2,869) | (6,702) |
| Balance at the end of period | 323,285 | 265,319 |
| Less: licenses classified as held for sale | (13,000) | — |
| Intangible assets | $310,285 | $265,319 |
Purchases of intangible assets and other related costs
During the three months ended June 30, 2026 and 2025, the Company entered into agreements with several third parties in multiple U.S. markets to acquire, retune or swap wireless licenses for cash consideration (“deals”) and made Anti-Windfall Payments to the U.S. Treasury Department. The initial deposits to incumbents are recorded as spectrum receivable on the Company’s Consolidated Balance Sheets and are refundable if the FCC does not approve the sale, retuning or swap of the spectrum. The initial deposits are transferred to deferred broadband costs or intangible assets on the Company’s Consolidated Balance Sheets, as applicable, upon meeting the relevant deal milestones. The final payments related to closed retuning or swap deals are recorded as deferred broadband costs on the Company’s Consolidated Balance Sheets. The final payments for license purchases or Anti-Windfall Payments are recorded as intangible assets on the Company’s Consolidated Balance Sheets.
Broadband License Exchanges
At times, the Company exchanges its narrowband licenses for broadband licenses related to spectrum agreements. Upon receipt of FCC approval, the spectrum licenses acquired as part of an exchange of nonmonetary assets are recorded at their fair value as of the exchange date (i.e., the lower of the 600 MHz auction or estimated contract price for non-contracted counties and contract price for counties associated with a signed deal). The difference between the fair value of the spectrum licenses obtained, carrying value of the spectrum licenses transferred and cash paid, if any, is recognized as a gain or loss on exchange of intangible assets reported separately on the Company’s Consolidated Statements of Operations.
During the three months ended June 30, 2026, the FCC granted the Company broadband licenses for 6 counties. The Company recorded the new broadband licenses received in the amount of $13.5 million. In connection with receiving the broadband licenses, the Company disposed of $2.9 million, related to the value ascribed to the narrowband licenses it relinquished to the FCC for the same 6 counties. The total carrying value of the narrowband licenses included the cost to acquire the original narrowband licenses, Anti-Windfall Payments paid to cover the shortfall in each county and the clearing costs (including additional clearing cost for previously exchanged narrowband licenses). As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on exchange of intangible assets of $10.7 million for the three months ended June 30, 2026.
During the three months ended June 30, 2025, the FCC granted the Company broadband licenses for 62 counties. The Company recorded the new broadband licenses received in the amount of $40.6 million. In connection with receiving the broadband licenses, the Company disposed of $6.7 million, related to the value ascribed to the narrowband licenses it relinquished to the FCC for the same 62 counties. The total carrying value of the narrowband licenses included the cost to acquire the original narrowband licenses, Anti-Windfall Payments paid to cover the shortfall in each county and the clearing costs (including additional clearing cost for previously exchanged narrowband licenses). As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on exchange of intangible assets of $33.9 million for the three months ended June 30, 2025.
Broadband License Sale
During the three months ended June 30, 2026, the Company didnot transfer any 900 MHz Broadband Spectrum and associated broadband licenses. As a result, the Company didnot recognize a reduction in intangible assets or record any gain on sale of intangible assets for the three months ended June 30, 2026.
During the three months ended June 30, 2025, the Company transferred to LCRA the 900 MHz Broadband Spectrum and the associated broadband licenses related to 24 counties for the total consideration of $2.2 million. The total consideration included a $1.1 million milestone payment received in April 2025 and $1.1 million reduction of contingent liability. As a result, the Company recognized a reduction in intangible assets of $1.2 million and recorded a $1.0 million gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.
During the three months ended June 30, 2025, the Company transferred to Oncor Electric Delivery Company LLC (“Oncor”) the 900 MHz Broadband Spectrum and the associated broadband licenses related tothree counties for the total consideration of $0.3 million which was received in May 2025. As a result, the Company recognized a reduction in intangible assets of $0.3 million and recorded a $8 thousand gain on sale of intangible assets on the Company’s Consolidated Statements of Operations.
Broadband License Held for Sale
During the three months ended June 30, 2026, the Company transferred $13.0 million of intangible assets to held for sale as the broadband license is associated with a county included in a signed sale agreement, which is expected to close within one year. During the three months ended June 30, 2025, no intangibles assets met the criteria of held for sale.
- Accrued Severance and Other Related Charges
Total accrued severance and other related charges for the three months ended June 30, 2026 and 2025 were as follows (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Balance at the beginning of the period | $2,810 | $2,265 |
| Cash accruals (1) | — | 620 |
| Cash payments | (1,177) | (525) |
| Balance at the end of the period (2) | $1,633 | $2,360 |
Cash accruals are related to severance from workforce reductions as well as the retention of key employees during Fiscal 2026.
The Company expects to make disbursements totaling $1.2 million over the next 12 months.
Related Party Transactions
Refer to the Company’s 2026 Annual Report for a more complete description of the nature of its related party transactions prior to March 31, 2026. There wereno related party activity during the three months ended June 30, 2026.
- Leases
All the leases in which the Company is the lessee are comprised of corporate office space and tower space. The Company is obligated under certain lease agreements for office space with lease terms expiring on various dates from April 30, 2028 through June 30, 2030, which includes lease extensions for its corporate offices ranging from three toten years. The Company entered into multiple lease agreements for tower space. The lease expiration dates range from July 08, 2026 to May 31, 2033.
All of the Company’s leases are classified as operating leases. Operating lease agreements are required to be recognized on the Company’s Consolidated Balance Sheets as right of use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
Weighted-average remaining lease term and incremental borrowing rate for the Company’s operating leases are as follows:
| Three months ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Weighted average term - operating lease liabilities | 3.62 years | 3.83 years |
| Weighted average incremental borrowing rate - operating lease liabilities | 8% | 8% |
The following table presents total lease cost for the three months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Total operating lease cost* | $411 | $498 |
*Total operating lease cost is included in general and administrative expenses on the Company’s Consolidated Statements of Operations.
The following table presents supplemental balance sheet information as of June 30, 2026 and March 31, 2026 (in thousands):
| June 30, 2026 | March 31, 2026 | |
|---|---|---|
| Non-current assets - right of use assets, net | $3,757 | $4,069 |
| Current liabilities - operating lease liabilities | $1,447 | $1,424 |
| Non-current liabilities - operating lease liabilities | $2,641 | $2,995 |
Future minimum payments under existing non-cancellable leases for office and tower spaces (exclusive of real estate tax, utilities, maintenance and other costs borne by the Company) for the remaining terms of the leases following the three months ended June 30, 2026, are as follows (in thousands):
| Fiscal Year | OperatingLeases |
|---|---|
| 2027 (excluding the three months ended June 30, 2026) | $1,185 |
| 2028 | 1,584 |
| 2029 | 900 |
| 2030 | 462 |
| 2031 | 405 |
| After 2031 | 365 |
| Total future minimum lease payments | 4,901 |
| Amount representing interest | (813) |
| Present value of net future minimum lease payments | $4,088 |
- Income Taxes
The Company used a discrete effective tax rate method to calculate taxes for the three months ended June 30, 2026 and 2025, which were a result of its inability to use some portion of its federal and state net operating losses (“NOLs”) carryforwards against the deferred tax liability created by the amortization of indefinite-lived intangible assets and the change in the state effective tax rate. The Company determined that applying an estimate of the annual effective tax rate would not provide a reasonable estimate as small changes in estimated “ordinary” loss could result in significant changes in the estimated annual effective tax rate. Accordingly, for the three months ended June 30, 2026, the Company recorded a total tax expense of $0.4 million. For the three months ended June 30, 2025, the Company recorded a total tax benefit of $2.3 million. The effective income tax rates for the three months ended June 30, 2026 and 2025 were 25.3% and -21.7%, respectively. The increase in the effective tax rate was the result of higher state effective tax rate due to taxable income related to customer milestone payments.
The Company’s NOLs generated after March 31, 2018 may be used as an indefinite-lived asset to offset its deferred tax liability but are limited to 80% of future taxable income. The deferred tax liabilities as of June 30, 2026 are approximately $4.3 million for federal and $2.2 million for state. The deferred tax liabilities as of March 31, 2026 were approximately $4.0 million for federal and $2.3 million for state.
- Stockholders’ Equity
The Company established the 2023 Stock Plan (the “2023 Stock Plan”) to attract, retain and reward individuals who contribute to the achievement of the Company’s goals and objectives. This 2023 Stock Plan superseded previous stock plans. The 2023 Stock Plan permits the Company to grant equity compensation awards to employees, consultants and non-employee directors of the Company. The 2023 Stock Plan authorizes 1,350,000 shares of common stock of the Company (the “Shares”) for grant, plus remaining available for issuance under previous plans. As of June 30, 2026, under the 2023 Stock Plan,279,420 Shares are available for future issuance.
During the three months ended June 30, 2026 and the year ended March 31, 2026, a total of 636,077 and 344,642 shares, respectively, were issued in connection with the vesting, conversion and or exercise of grants under the 2023 Stock Plan.
Share Repurchase Program
In September 2023, the Board authorized the 2023 Share Repurchase Program (the “2023 Share Repurchase Program”) pursuant to which the Company may repurchase up to $250.0 million of the Company’s common stock on or before September 21, 2026. The Company may repurchase shares of its common stock via the open market and/or privately negotiated transactions. Repurchases will be made in accordance with applicable securities laws and may be effected pursuant to Rule 10b5-1 trading plans. The manner, timing and amount of any share repurchases will be determined by the Company based on a variety of factors, including proceeds from customer contracts, the timing of which is unpredictable, as well as general business and market conditions, the Company’s capital position, and other strategic considerations. The 2023 Share Repurchase Program does not obligate the Company to repurchase any particular amount of its common stock.
The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022. For the three months ended June 30, 2026 and 2025, the Company didnot incur any excise tax expense.
During the three months ended June 30, 2026 and 2025, the Company hadno share repurchase activity.
As of June 30, 2026, $226.7 million is remaining under the 2023 Share Repurchase Program.
- Net Income Per Share of Common Stock
Basic net income per common share is calculated by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. For purposes of the diluted net income per share calculation, stock options, restricted stock units and awards are considered to be potentially dilutive securities. Diluted earnings per share is computed using the treasury stock method.
The following table reconciles net income and weighted-average common shares used to compute basic and diluted net income per share:
| Three months ended June 30, | ||
|---|---|---|
| 2026 | 2025 | |
| Net income: | $240 | $25,180 |
| Weighted-average common shares: | ||
| Basic weighted-average shares | 19,085,714 | 18,621,701 |
| Add: dilutive effect of stock options and restricted stock units | 541,798 | 82,430 |
| Diluted weighted-average common shares | 19,627,512 | 18,704,131 |
For the three months ended June 30, 2026 and 2025, there were 216,492 and 1,898,083, respectively, stock options and restricted stock units outstanding, excluded from the calculation of diluted weighted-average shares because the effect was anti-dilutive.
- Contingencies and Guaranty
Contingent Liabilities
Spectrum Sale Agreements
The following table provides information regarding the Company’s spectrum sale agreements (as defined in the table below and collectively referred to as the “Spectrum Sale Agreements”) as of June 30, 2026:
| Spectrum Sale Agreements (1) | Agreement Date | Total Consideration | Payments Received (2) | Payments remaining | Broadband license(s) delivered | Broadband license(s) remaining |
|---|---|---|---|---|---|---|
| San Diego Gas & Electric (“SDG&E”) Agreement | February 2021 | $50.0 million | $45.6 million (3) | $3.1 million | 2 | 1 |
| LCRA Agreement | April 2023 | $30.0 million | $29.3 million | $0.7 million | 64 | 4 |
| LCRA Expansion Agreement | January 2025 | $13.5 million | $6.0 million | $6.5 million (4) | — | 34 |
The Spectrum Sale Agreements are subject to customary provisions regarding remedies for non-delivery, including termination rights and refund of amounts paid, if the Company fails to perform its other contractual obligations, including failure to deliver the relevant cleared 900 MHz Broadband Spectrum in accordance with the terms of the Agreements. A gain or loss on the sale of spectrum will be recognized for each county once we deliver the cleared 900 MHz Broadband Spectrum and the associated broadband licenses. See Note 5 Intangible Assets for further discussion on the sale of intangible assets.
The payment of prepaid fees under the spectrum sale agreements entered into in the non-ordinary course of business, will be accounted for as contingent liability on the Company’s Consolidated Balance Sheets.
Net of delivery delay adjustments.
Includes a $1.0 million credit, which was applied against the remaining balance pursuant to the LCRA Expansion Agreement in recognition of their contributions to our business efforts.
The following table summarizes the Company’s short-term and long-term contingent liabilities related to spectrum sale agreements entered into in the non-ordinary course of business based on the estimated timing of license deliveries (in thousands) as of June 30, 2026 and March 31, 2026:
| June 30, 2026 | March 31, 2026 | |||
|---|---|---|---|---|
| Spectrum Sale Agreements | Current | Long Term | Current | Long Term |
| SDG&E | $1,000 | $— | $1,000 | $— |
| LCRA Agreement | 1,220 | — | 1,220 | — |
| LCRA Expansion Agreement | — | 6,000 | — | 6,000 |
| Total contingent liabilities (1) | $2,220 | $6,000 | $2,220 | $6,000 |
- As these contracts were entered into outside the ordinary course of business, a reduction in the contingent liability and a gain or loss on the sale of spectrum will be recognized for each county once the Company delivers the 900 MHz Broadband Spectrum and the associated broadband licenses. See Note 5 Intangible Assets for further discussion on the sale of intangible assets.
Guaranties
In October 2022, the Company entered into an agreement with Xcel Energy providing Xcel Energy dedicated long-term usage of the Company’s 900 MHz Broadband Spectrum for a term of 20 years throughout Xcel Energy’s service territory ineight states (the “Xcel Energy Agreement”). In connection with the Xcel Energy Agreement, the Company entered into a guaranty agreement, under which the Company guaranteed the delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses in Xcel Energy’s service territory ineight states along with other commercial obligations. In the event of default or non-delivery of the specific territory’s 900 MHz Broadband Spectrum, the Company is required to refund payments it has received. In addition, to the extent the Company has performed any obligations, the Company’s liability and remaining obligations under the Xcel Energy Agreement will extend only to the remaining unperformed obligations. The Company recorded $76.0 million in deferred revenue in connection with the prepayments received as of June 30, 2026. The Company commenced delivery of the relevant cleared 900 MHz Broadband Spectrum and the associated broadband leases in the first quarter of fiscal year 2024 and will continue through 2029. As of June 30, 2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $66.5 million, reflecting a reduction in liability due to the obligations it has performed to date and revenue recognized.
In June 2025, the Company entered into an agreement to retune and acquire wireless licenses for approximately $28.0 million. In connection with this agreement, the Company entered into a guaranty agreement with the incumbent, under which the Company guaranteed the payment and performance of all obligations under the agreement to the incumbent in the event of default. In addition, to the extent the Company has performed any obligations under the agreement, the Company’s liability and remaining obligations will extend only to the remaining obligations. As of June 30, 2026, the maximum potential liability of future undiscounted payments under this agreement is approximately $13.1 million.
Defined Contribution Plan - Employer Contributions
The Company sponsors defined contribution plans (the “Plans”) that cover our employees following the completion of an eligibility period. Under the Plans, participating employees may defer a portion of their pretax and post tax earnings up to the limits provided by local statutory requirements. The Company makes matching contributions, subject to limits of the base compensation that a participant contributes to the Plan. The Company records its portion of matching contributions within general and administrative expenses on the Company’s Consolidated Statement of Operations. The Company contributed $0.1 million and $0.2 million for the three months ended June 30, 2026 and 2025, respectively.
Litigation
From time to time, the Company may be involved in litigation that arises from the ordinary operations of the business, such as contractual or employment disputes or other general actions. The Company is not involved in any material legal proceedings at this time.
- Concentrations of Credit Risk and Significant Customers
Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and temporary cash investments with financial institutions for which credit loss is not anticipated. As of June 30, 2026 and March 31, 2026, substantially all of the Company’s cash balance exceeded the federally insured limits. For the three months ended June 30, 2026, each of the Company’s customers accounted for greater than 10% of total revenue. For the three months ended June 30, 2025, each of the Company’s customers accounted for greater than 10% of total revenue, except TECO.
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