0001304492-22-000028 | 10-Q | XBRL Viewer

^[1]

295,000

^[1]

6,371

^[1]

(20,000)

^[1]

(1,000)

Ending balance (in shares) at Jun. 30, 2021

(12,010)

18,018,000

Ending balance at Jun. 30, 2021

209,165

$ 2

482,521

(273,358)

Beginning balance (in shares) at Mar. 31, 2022

18,378,000

Beginning balance at Mar. 31, 2022

186,298

$ 2

500,125

(313,829)

Equity based compensation

4,128

Restricted shares issued (in shares)

104,000

37,000

Motorola shares (in shares)

872

500,000

Shares withheld for taxes (in shares)

(19,000)

Shares withheld for taxes

(827)

(56,000)

(2,725)

Ending balance (in shares) at Jun. 30, 2022

(13,196)

18,944,000

Ending balance at Jun. 30, 2022

$ 174,550

$ 2

$ 504,298

$ (329,750)

[1]	Includes approximately $1.0 million, or 20,132 shares, received associated with a non-cash exercise of stock options and subsequent retirement. See Note 7 Stockholders’ Equity.

Consolidated Statement of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	May 31, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Stockholders' Equity [Abstract]
Shares repurchased	$ 1,000
Number of shares repurchased (in shares)	20,132	56,000	0

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (13,196)	$ (12,010)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	362	338
Non-cash compensation expense attributable to stock awards	4,128	3,296
Deferred income taxes	200	146
Gain from disposal of intangible assets, net	(648)	0
Loss on disposal of long-lived assets, net	2	18
Changes in operating assets and liabilities
Accounts receivable	0	4
Prepaid expenses and other assets	1,180	55
Right of use assets	238	300
Accounts payable and accrued expenses	(1,460)	(1,206)
Due to related parties	24	(32)
Operating lease liabilities	(327)	(377)
Deferred revenue	(335)	(182)
Other liabilities	0	(13)
Net cash used in operating activities	(9,832)	(9,663)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of intangible assets, including refundable deposits	(6,650)	(6,191)
Purchases of equipment	(6)	(156)
Net cash used in investing activities	(6,656)	(6,347)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock option exercises	872	5,371
Repurchase of common stock	(2,725)	0
Payments of withholding tax on net issuance of restricted stock	(827)	0
Net cash (used in) provided by financing activities	(2,680)	5,371
Net change in cash and cash equivalents	(19,168)	(10,639)
CASH AND CASH EQUIVALENTS
Beginning of the period	105,624	117,538
End of the period	86,456	106,899
Cash paid during the period:
Taxes paid	0	0
Non-cash investing activity:
Network equipment provided in exchange for wireless licenses	4	18
Non-cash financing activities:
Shares surrendered from stock option exercises	$ 0	$ 1,000

Nature of Operations and Basis of Presentation

3 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Nature of Operations and Basis of Presentation

Anterix Inc. (the “Company”) is a wireless communications company focused on commercializing its spectrum assets to enable its targeted utility and critical infrastructure customers to deploy private broadband networks, technologies and solutions. The Company is the largest holder of licensed spectrum in the 900 MHz band (896 - 901 / 935 - 940 MHz) with nationwide coverage throughout the contiguous United States, Hawaii, Alaska and Puerto Rico. On May 13, 2020, the Federal Communications Commission (the “FCC”) approved the Report and Order (the “Report and Order”) to modernize and realign the 900 MHz band to increase its usability and capacity by allowing it to be utilized for the deployment of broadband networks, technologies and solutions. The Report and Order was published in the Federal Register on July 16, 2020 and became effective on August 17, 2020. The Company is now engaged in qualifying for and securing broadband licenses from the FCC. At the same time, the Company is pursuing opportunities to lease the broadband spectrum it secures to its targeted utility and critical infrastructure customers.

The Company was originally incorporated in California in 1997 and reincorporated in Delaware in 2014. In November 2015, the Company changed its name from Pacific DataVision, Inc. to pdvWireless, Inc. In August 2019, the Company changed its name from pdvWireless, Inc. to Anterix Inc. The Company maintains offices in Woodland Park, New Jersey, McLean, Virginia and Abilene, Texas.

Business Developments

On May 18, 2022, the Company issued Motorola 500,000 shares of its common stock (the “Shares”). Motorola received the Shares by electing to convert 500,000 Class B Units (the “Units”) it held in the Company’s subsidiary, PDV Spectrum Holding Company, LLC (the “Subsidiary”). Motorola acquired the Units in September 2014 in connection with a Spectrum Lease Agreement between Motorola and the Subsidiary (the “2014 Motorola Spectrum Agreement”). Under the 2014 Motorola Spectrum Agreement, Motorola leased a portion of the Company’s narrowband spectrum, which was held by the Subsidiary, in consideration for an upfront, fully-paid leasing fee of $7.5 million and a $10.0 million investment in the Units. Motorola had the right at any time to convert its Units into the Shares, representing a conversion price of $20.00 per share.

Basis of Presentation and Use of Estimates

The unaudited 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 U.S. Securities and Exchange Commission (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.

Because certain information and footnote disclosures 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, 2022, filed with the SEC on May 26, 2022 (the “2022 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 report 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 significant intercompany accounts and transactions have been eliminated in consolidation.

Correction of Immaterial Errors

Depreciation, disposals and impairments

In connection with preparing its financial statements for the quarter ended December 31, 2021, the Company determined that it understated depreciation and overstated loss on disposal of long-lived assets in its Consolidated Statement of Operations for the three months ended June 30, 2021.

In March 2021, the Company classified idled assets as Held for Future Use and suspended the depreciation for these assets. The Company determined that the depreciation should have been recognized evenly over the life of the asset without regard to whether the assets have been placed in service or in use. Additionally, the Company reported disposals of assets that were in-use and misclassified certain disposals as impairments in the Consolidated Statement of Operations for the three months ended June 30, 2021.

The following table is a comparison of the results of operations for the three months ended June 30, 2021, as a result of the correction of the immaterial error (in thousands except per share data):


	For the Three months ended June 30, 2021
	Impact of Prior Period Errors
Consolidated Statement of Operations
Depreciation and amortization	$	60
Impairment of long-lived assets	(15)
Loss/(gain) from disposal of long-lived assets	15
Net loss	60
Net loss per common share basic and diluted	0.01

Share retirement

In connection with preparing its financial statements for the quarter ended December 31, 2021, the Company determined that it incorrectly presented additional paid-in capital and accumulated deficit in its Consolidated Balance Sheets and Consolidated Statement of Stockholders’ Equity for the period ended June 30, 2021.

The Company previously reported the retirement of shares from a May 2021 option exercise as a reduction to additional paid-in capital. The retirement of shares should have been reported as an increase to accumulated deficit. This transaction was presented in the stock option exercises line within the Consolidated Statement of Stockholders’ Equity. However, the Company should have reported this transaction in a separate line, retirement of common stock, along with the retirement of shares from the Company’s share repurchase program (refer to Note 7 Stockholders’ Equity for further discussion on the Company’s share repurchase program). Additionally, as a result of this error, the Company incorrectly omitted the shares surrendered from stock option exercises non-cash disclosure.

The following table is a comparison of the reported financial position, changes to stockholders’ equity and cash flows as of June 30, 2021, as a result of the correction of immaterial errors (in thousands):


	For the period ended June 30, 2021
	Impact of Prior Period Errors
Consolidated Balance Sheets
Additional paid-in capital	$	1,000
Accumulated deficit	(1,000)


	For the period ended June 30, 2021
	Impact of Prior Period Errors
	Number of Shares Common Stock	Additional paid-in capital		Accumulated deficit
Consolidated Statement of Stockholders’ Equity
Stock option exercises	20	$	1,000	$	—
Retirement of common stock	(20)	—		(1,000)

Recently Adopted Accounting Guidance

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, and has subsequently modified several areas of the Accounting Standards Codification 326, Financial Instruments – Credit Losses, in order to provide additional clarity and improvements. The new standard requires entities to use a Current Expected Credit Loss impairment model based on expected losses rather than incurred losses. Under this model, an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost within the scope of the standard. The entity’s estimate would consider relevant information about past events, current conditions and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses. As the Company was previously a smaller reporting company, the standard updates would have been effective beginning April 2023, however, due to the transition to a large accelerated filer during the 2022 fiscal year, the updates were effective for the Company as of the fiscal year end 2022. The Company adopted the new standard effective March 31, 2022, and the adoption did not have a material impact on its consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

While there have been accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date, these updates are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

Revenue

3 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

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, 2022 and 2021 (in thousands):


	Three months ended June 30,
	2022		2021
Spectrum revenues
900 MHz Broadband Spectrum Revenue
Ameren	$	153	$	—
Narrowband Spectrum Revenue
Motorola	182		182
Total spectrum revenue	$	335	$	182

Refer to the 2022 Annual Report for a description of the Company's spectrum revenue agreements.

Contract Assets

The Company recognizes a contract asset for the incremental costs of obtaining a contract with a customer. These costs include sales commissions. These costs are amortized ratably using the portfolio approach over the estimated customer contract period. The Company will review the contract asset on a periodic basis to determine if an impairment exists, and subsequent to the Company’s adoption of ASU 2016-13, will review the contract assets for potential credit loss exposure. If it is determined that there is an impairment, or a potential credit loss, the Company will expense the contract asset.

For the three months ended June 30, 2022, the Company incurred commission costs related to activities to obtain its long-term 900 MHz Broadband Spectrum lease agreements amounting to approximately $56,000,which was capitalized and will be amortized over the contractual term upon the commencement of the associated agreements.

The following table presents the activity for the Company’s contract assets (in thousands):


	Contract Assets
Balance at March 31, 2022	$	638
Additions	56
Amortization	(3)
Impairment	—
Balance at June 30, 2022	691
Less amount classified as current assets - prepaid expenses and other current assets	(294)
Noncurrent assets - included in other assets	$	397

Contract liabilities

Contract liabilities primarily relate to advance consideration received from customers for spectrum services, for which revenue is recognized over time, as the services are performed. These contract liabilities are recorded as deferred revenue on the balance sheet.

The following table presents the activity for the Company’s contract liabilities (in thousands):


	Contract Liabilities
Balance at March 31, 2022	$	54,678
Additions	—
Revenue recognized	(335)
Balance at June 30, 2022	54,343
Less amount classified as current liabilities	(2,192)
Noncurrent liabilities	$	52,151

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Intangible Assets

3 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

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 were no triggering events indicating impairment during the three months ended June 30, 2022.

During the three months ended June 30, 2022, the Company acquired wireless licenses for cash consideration of $3.1 million, after receiving FCC approval, of which $2.9 million was spent on licenses acquired, including costs associated with license swaps, by entering into agreements with several third parties in multiple U.S. markets and $0.2 million was paid to the U.S. Treasury for Anti-Windfall payments, i.e. payments to secure the broadband channels to cover any shortfall of channels needed in a given county to reach the requisite 240 channels to be surrendered to secure a broadband license for such county. As of June 30, 2022 and March 31, 2022, the Company recorded initial deposits to incumbents amounting to approximately $10.7 million and $8.0 million, respectively, that are refundable if the FCC does not approve the sale, swap or retuning of the spectrum. Of the $10.7 million initial refundable deposit balance as of June 30, 2022, $10.3 million was included in prepaid expenses and other current assets and the remaining $0.4 million in other assets in the Consolidated Balance Sheets. Of the $8.0 million initial refundable deposit balance as of March 31, 2022, $7.6 million was included in prepaid expenses and other current assets and the remaining $0.4 million in other assets in the Consolidated Balance Sheets. As of June 30, 2022 and March 31, 2022, the Company recorded deferred charges of $4.3 million and $3.4 million, respectively, related to closed retuning deals, of which $0.4 million and $0.2 million was recorded in prepaid expenses and other current assets and $3.9 million and $3.1 million, respectively, was recorded in other assets.

During the three months ended June 30, 2022, the Company applied for, and was granted by the FCC, broadband licenses for 11 counties in connection with the long-term lease agreement with Evergy. The Company recorded the new broadband licenses collectively at their estimated accounting cost basis of approximately $0.9 million. In connection with receiving the broadband licenses, the Company disposed of $0.2 million, which represents the value ascribed to the narrowband licenses it relinquished to the FCC for the same 11 counties. The total carrying value of 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. As a result of the exchange of narrowband licenses for broadband licenses, the Company recorded a gain on disposal of intangible assets of $0.6 million, for the three months ended June 30, 2022.

Intangible assets consist of the following activity for the three months ended June 30, 2022 (in thousands):


	Wireless Licenses
Balance at March 31, 2022	$	151,169
Acquisitions	3,063
Exchanges – broadband licenses received	873
Exchanges – narrowband licenses surrendered	(225)
Balance at June 30, 2022	$	154,880

Related Party Transactions	3 Months Ended
Related Party Transactions	Jun. 30, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Refer to the Company’s 2022 Annual Report for a more complete description of the nature of its related party transactions prior to March 31, 2022. The following reflects the related party activity during the three months ended June 30, 2022. In connection with the Service Revenue Transfer, the Company was obligated to pay a monthly service fee for a 24-month period that ended on January 7, 2021, for its assumption of the Company’s support obligations under the transfer agreements. The Company is also obligated to pay a certain portion of the billed revenue received by the Company from pdvConnect customers for a 48-month period. For the three months ended June 30, 2022 and 2021, the Company incurred payments of $15,000 and $15,000, respectively. As of June 30, 2022 and March 31, 2022, the Company did not have outstanding liabilities to the related parties associated with the service transfer. In connection with the 2014 Motorola Spectrum Agreement, the Company has the ability to purchase equipment from Motorola while also leasing the Company’s narrowband spectrum. During the three months ended June 30, 2022 and 2021, respectively, the Company did not purchase any equipment from Motorola under this agreement. As of June 30, 2022 and March 31, 2022, the Company owed $120,000 to Motorola at the end of each period, unrelated to the 2014 Motorola Spectrum Agreement. During 2020, the Company entered into a consulting agreement with Rachelle B. Chong under which Ms. Chong will serve as a Senior Advisor to the Company’s management team, subsequent to her resignation from the Company’s Board and as a member of the Board’s Nominating and Corporate Governance Committee. The Company extended the agreement by an additional twelve (12) months with a new termination date of May 14, 2023. For the three months ended June 30, 2022 and 2021, the Company incurred $36,000 in consulting fees to Ms. Chong in each period. As of June 30, 2022, the Company owed $24,000 to Ms. Chong. As of March 31, 2022, the Company did not have any outstanding liabilities to Ms. Chong. During 2020, the Company entered into an annual consulting agreement with Brian D. McAuley under which Mr. McAuley will serve as a Senior Advisor to the Company’s management team and provide strategic, corporate governance and Board advisory services, subsequent to his resignation as Executive Chairman of the Board. The Consulting Agreement was effective as of September 2, 2020, with an original expiration date of September 1, 2021. The Company extended the agreement by an additional twenty four (24) months with a new termination date of September 1, 2023. For the three months ended June 30, 2022 and 2021, the Company incurred $10,000 each period, in consulting fees to Mr. McAuley. As of June 30, 2022 and March 31, 2022, the Company did not have any outstanding liabilities to Mr. McAuley.

Leases

3 Months Ended

Jun. 30, 2022

Leases [Abstract]

Leases

Substantially 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 October 31, 2023 through June 30, 2027, which includes lease extensions for its corporate headquarters ranging from three to ten years. The Company entered into multiple lease agreements for tower space. The lease expiration dates range from July 31, 2022 to April 30, 2028.

Substantially all of the Company’s leases are classified as operating leases, and as such, were previously not recognized on the Company’s Consolidated Balance Sheet. With the adoption of ASC 842, operating lease agreements are required to be recognized on the Consolidated Balance Sheet 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 discount rate for the Company’s operating leases are as follows:


	Three months ended June 30,
	2022	2021
Weighted average term - operating lease liabilities	3.37 years	4.24 years
Weighted average incremental borrowing rate - operating lease liabilities	13%	13%

Rent expense amounted to approximately $0.5 million and $0.5 million, respectively, for the three months ended June 30, 2022 and 2021, of which is included in general and administrative expenses in the Consolidated Statement of Operations.

The following table presents net lease cost for the three months ended June 30, 2022 and 2021 (in thousands):


	Three months ended June 30,
	2022		2021
Lease cost
Operating lease cost (cost resulting from lease payments)	$	449	$	513
Short term lease cost	4		4

Net lease cost	$	453	$	517

The following table presents supplemental cash flow and non-cash activity information for the three months ended June 30, 2022 and 2021 (in thousands):


	Three months ended June 30,
	2022		2021
Cash paid activity:
Operating lease - operating cash flows (fixed payments)	$	543	$	587
Operating lease - operating cash flows (liability reduction)	$	327	$	377
Non-cash activity:
Right of use assets obtained in exchange for new operating lease liabilities	$	50	$	66

The following table presents supplemental balance sheet information as of June 30, 2022 and March 31, 2022 (in thousands):


	June 30, 2022		March 31, 2022
Non-current assets - right of use assets, net	$	3,809	$	4,047
Current liabilities - operating lease liabilities	$	1,571	$	1,512
Non-current liabilities - operating lease liabilities	$	3,791	$	4,177

Future minimum payments under non-cancelable 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, 2022, are as follows (in thousands):


Fiscal Year	Operating Leases
2023 (excluding the three months ended June 30, 2022)	$	1,615
2024	1,999
2025	1,565
2026	871
2027	464
After 2027	129
Total future minimum lease payments	6,643
Amount representing interest	(1,281)
Present value of net future minimum lease payments	$	5,362

Income Taxes	3 Months Ended
Income Taxes	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s net operating losses (“NOLs”) generated after March 31, 2018 may be used as an indefinite-lived asset to offset its deferred tax liability but limited to 80% of future taxable income. The deferred tax liabilities as of June 30, 2022 are approximately $2.4 million for federal and $2.0 million for state. For the year ended March 31, 2022, the Company had federal and state NOL carryforwards of approximately $330.7 million and $191.8 million, respectively. Of these federal and state NOLs, approximately $90.3 million and $154.5 million respectively, are expiring in various amounts from 2023 through 2038. The remaining federal and state NOLs of approximately $240.4 million and $37.3 million, respectively, have an indefinite life but the federal NOLs may only offset 80% of taxable income when used. For the three months ended June 30, 2022, the Company incurred federal and state operating losses of approximately $16.2 million and $9.7 million, respectively, to offset future taxable income, of which $18.2 million can be carried forward indefinitely but can only offset 80% of taxable income when used. The Company used a discrete effective tax rate method to calculate taxes for the three months ended June 30, 2022. 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 would result in significant changes in the estimated annual effective tax rate. Accordingly, for the three months ended June 30, 2022, the Company recorded a total deferred tax expense of $0.2 million due to the inability to use some portion of federal and state NOL carryforwards against the deferred tax liability created by amortization of indefinite-lived intangibles.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Stockholders’ Equity

3 Months Ended

Jun. 30, 2022

Equity [Abstract]

Stockholders’ Equity

Stockholders’ Equity The Company established the 2014 Stock Plan (the “2014 Stock Plan”) to attract, retain and reward individuals who contribute to the achievement of the Company’s goals and objectives. This 2014 Stock Plan superseded previous stock plans.

The Board has reserved 5,027,201 shares of common stock for issuance under the 2014 Stock Plan as of June 30, 2022, of which 775,332 shares are available for future issuance. Historically, the number of shares reserved under the 2014 Stock Plan were increased, based on Board approval, each January 1 through January 1, 2024 by an amount equal to the lesser of (i) 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) a lesser amount determined by the Board (the “evergreen provision”). Effective January 1, 2021, the Board elected to increase the shares authorized under the 2014 Stock Plan by 879,216 shares, which represented 5% of the of the Company’s common stock issued and outstanding as of December 31, 2020. On June 14, 2021, the Compensation Committee of the Board approved Amendment No. 1 to 2014 Stock Plan to eliminate the evergreen provision for all future years (i.e., January 1, 2022 through January 1, 2024).

During the three months ended June 30, 2022 and the year ended March 31, 2022, a total of 122,624 and 979,320 shares, respectively, were issued in connection with the vesting, conversion and or exercise of grants under the Company’s 2014 Stock Plan.

Share retirement

In May 2021, the Company reacquired 20,132 shares when a participant surrendered already-owned shares of the Company’s common stock to cover the exercise price of an outstanding stock option exercised by the participant. The 20,132 shares surrendered were constructively retired by the Company as of June 30, 2021, which resulted in the non-cash reduction of approximately $1.0 million in accumulated deficit in the Consolidated Statement of Stockholders’ Equity. As discussed in Note 1 Nature of Operations and Basis of Presentation, the Company has reclassified the reduction to additional paid in capital to accumulated deficit and presented this as a correction of an error.

Share repurchase program

In September 2021, the Board authorized a share repurchase program (the “share repurchase program”) pursuant to which the Company may repurchase up to $50.0 million of the Company’s common stock on or before September 29, 2023. The manner, timing and amount of any share repurchases will be determined by the Company based on a variety of factors, including price, general business and market conditions and alternative investment opportunities. The share repurchase program authorization does not obligate the Company to acquire any specific number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

The following table presents the share repurchase activity for the three months ended June 30, 2022 and 2021 (in thousands, except per share data):


	Three months ended June 30,
	2022		2021

Number of shares repurchased	56		—
Average price paid per share*	$	49.70	$	—
Total cost to repurchase	$	2,725	$	—

*Average price paid per share includes costs associated with the repurchase.

Motorola Shares

On September 15, 2014, Motorola invested $10.0 million to purchase 500,000 Class B Units of the Company’s Subsidiary (at a price equal to $20.00 per unit). The Company owns 100% of the Class A Units in the Subsidiary. Motorola had the right at any time to convert its 500,000 Class B Units into 500,000 shares of the Company’s common stock and on May 18, 2022, Motorola exercised such right to convert its 500,000 Class B Units into 500,000 shares of the Company’s common stock. On June 30, 2022, the Company filed a Registration Statement on Form S-3 to register the 500,000 shares of the Company’s Common Stock held by Motorola for the resale or other disposition of such shares by Motorola (the “Resale Registration Statement”). The Resale Registration Statement was declared effective by the SEC on July 15, 2022.

Net Loss Per Share of Common Stock	3 Months Ended
Net Loss Per Share of Common Stock	Jun. 30, 2022
Earnings Per Share [Abstract]
Net Loss Per Share of Common Stock	Net Loss Per Share of Common Stock Basic net loss per common share is calculated by dividing the net loss 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 loss per share calculation, preferred stock, stock options, restricted stock and warrants are considered to be potentially dilutive securities. Because the Company has reported a net loss for the three months ended June 30, 2022 and 2021, respectively, diluted net loss per common share is the same as basic net loss per common share for those periods. Common stock equivalents resulting from potentially dilutive securities approximated 503,000 and 1,488,000 at June 30, 2022 and 2021, respectively, and have not been included in the dilutive weighted average shares of common stock outstanding, as their effects are anti-dilutive.

Contingencies	3 Months Ended
Contingencies	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Contingencies	Contingencies Contingent Liability In February 2021, the Company entered into an agreement with SDG&E to sell 900 MHz Broadband Spectrum throughout SDG&E’s California service territory, including San Diego and Imperial Counties and portions of Orange County (the “SDG&E Agreement”), for a total payment of $50.0 million. The SDG&E Agreement will support SDG&E’s deployment of a private LTE network for its California service territory, with a population of approximately 3.6 million people. Delivery of the relevant 900 MHz Broadband Spectrum and the associated broadband licenses by county to SDG&E is expected to commence in fiscal year 2023 and is scheduled for completion before the end of fiscal year 2024. The total payment of $50.0 million is comprised of an initial payment of $20.0 million received in February 2021 and the remaining $30.0 million payment, which is due through fiscal year 2024 as the Company delivers the relevant cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E. The SDG&E Agreement is subject to customary provisions regarding remedies, including reduced payment amounts and/or refund of amounts paid, and termination rights, if a party fails to perform its contractual obligations. A gain or loss on the sale of spectrum will be recognized for each county once the Company delivers the cleared 900 MHz Broadband Spectrum and the associated broadband licenses to SDG&E. As the Company is required to refund the initial payment in the event of termination or non-delivery of the 900 MHz Broadband Spectrum, it recorded $20.0 million for the upfront payment received from SDG&E in February 2021 as contingent liability in the Consolidated Balance Sheet as of March 31, 2022. There were no changes to the contingent liability incurred for the quarter ended June 30, 2022. 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. COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic and COVID-19 continues to cause significant disruptions throughout the world. The ultimate extent of the impact of COVID-19 on future financial performance of the Company will depend on ongoing developments, all of which remain uncertain and cannot be predicted. The Company continues to closely monitor the risks posed by COVID-19 and adjusts its practices accordingly. In December 2020, the Company deferred payroll taxes under the Coronavirus Aid Relief and Economic Security Act, which was signed into law on March 27, 2020. The deferral amounted to approximately $0.3 million, which has assisted the Company in managing the financial impact caused by the pandemic. Of the total deferred, approximately $0.2 million was remitted to the IRS during Fiscal 2022, with the remaining amount due by December 31, 2022.

Concentrations of Credit Risk	3 Months Ended
Concentrations of Credit Risk	Jun. 30, 2022
Risks and Uncertainties [Abstract]
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The cash balance at times may exceed federally insured limits, however, the Company places its cash and temporary cash investments with financial institutions for which credit loss is not anticipated. For the three months ended June 30, 2022 and 2021, the Company’s operating revenue was entirely from upfront, fully paid fees received from Motorola and Ameren, as discussed in Note 2 Revenue. As of June 30, 2022 and March 31, 2022, the Company does not have an outstanding accounts receivable balance.

Nature of Operations and Basis of Presentation (Policies)	3 Months Ended
	Jun. 30, 2022
Accounting Policies [Abstract]
Basis of Presentation and Use of Estimates	Basis of Presentation and Use of Estimates The unaudited 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 U.S. Securities and Exchange Commission (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. Because certain information and footnote disclosures 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, 2022, filed with the SEC on May 26, 2022 (the “2022 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 report 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 significant intercompany accounts and transactions have been eliminated in consolidation.
Share Retirement	Share retirement In connection with preparing its financial statements for the quarter ended December 31, 2021, the Company determined that it incorrectly presented additional paid-in capital and accumulated deficit in its Consolidated Balance Sheets and Consolidated Statement of Stockholders’ Equity for the period ended June 30, 2021. The Company previously reported the retirement of shares from a May 2021 option exercise as a reduction to additional paid-in capital. The retirement of shares should have been reported as an increase to accumulated deficit. This transaction was presented in the stock option exercises line within the Consolidated Statement of Stockholders’ Equity. However, the Company should have reported this transaction in a separate line, retirement of common stock, along with the retirement of shares from the Company’s share repurchase program
Recently Adopted Accounting Guidance and Recently Issued Accounting Pronouncements	Recently Adopted Accounting Guidance In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, and has subsequently modified several areas of the Accounting Standards Codification 326, Financial Instruments – Credit Losses, in order to provide additional clarity and improvements. The new standard requires entities to use a Current Expected Credit Loss impairment model based on expected losses rather than incurred losses. Under this model, an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost within the scope of the standard. The entity’s estimate would consider relevant information about past events, current conditions and reasonable and supportable forecasts, which will result in recognition of lifetime expected credit losses. As the Company was previously a smaller reporting company, the standard updates would have been effective beginning April 2023, however, due to the transition to a large accelerated filer during the 2022 fiscal year, the updates were effective for the Company as of the fiscal year end 2022. The Company adopted the new standard effective March 31, 2022, and the adoption did not have a material impact on its consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements While there have been accounting standards that have been issued or proposed by the FASB or other standard-setting bodies that do not require adoption until a future date, these updates are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

Nature of Operations and Basis of Presentation (Tables)

3 Months Ended

Jun. 30, 2022

Accounting Policies [Abstract]

Summary of Errors Corrections

The following table is a comparison of the results of operations for the three months ended June 30, 2021, as a result of the correction of the immaterial error (in thousands except per share data):


	For the Three months ended June 30, 2021
	Impact of Prior Period Errors
Consolidated Statement of Operations
Depreciation and amortization	$	60
Impairment of long-lived assets	(15)
Loss/(gain) from disposal of long-lived assets	15
Net loss	60
Net loss per common share basic and diluted	0.01


	For the period ended June 30, 2021
	Impact of Prior Period Errors
Consolidated Balance Sheets
Additional paid-in capital	$	1,000
Accumulated deficit	(1,000)


	For the period ended June 30, 2021
	Impact of Prior Period Errors
	Number of Shares Common Stock	Additional paid-in capital		Accumulated deficit
Consolidated Statement of Stockholders’ Equity
Stock option exercises	20	$	1,000	$	—
Retirement of common stock	(20)	—		(1,000)

Revenue (Tables)

3 Months Ended

Jun. 30, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue


	Three months ended June 30,
	2022		2021
Spectrum revenues
900 MHz Broadband Spectrum Revenue
Ameren	$	153	$	—
Narrowband Spectrum Revenue
Motorola	182		182
Total spectrum revenue	$	335	$	182

Schedule of Contract Assets

The following table presents the activity for the Company’s contract assets (in thousands):


	Contract Assets
Balance at March 31, 2022	$	638
Additions	56
Amortization	(3)
Impairment	—
Balance at June 30, 2022	691
Less amount classified as current assets - prepaid expenses and other current assets	(294)
Noncurrent assets - included in other assets	$	397

Schedule of Contract Liabilities

The following table presents the activity for the Company’s contract liabilities (in thousands):


	Contract Liabilities
Balance at March 31, 2022	$	54,678
Additions	—
Revenue recognized	(335)
Balance at June 30, 2022	54,343
Less amount classified as current liabilities	(2,192)
Noncurrent liabilities	$	52,151

Intangible Assets (Tables)

3 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Indefinite-Lived Intangible Assets

Intangible assets consist of the following activity for the three months ended June 30, 2022 (in thousands):


	Wireless Licenses
Balance at March 31, 2022	$	151,169
Acquisitions	3,063
Exchanges – broadband licenses received	873
Exchanges – narrowband licenses surrendered	(225)
Balance at June 30, 2022	$	154,880

Leases (Tables)

3 Months Ended

Jun. 30, 2022

Leases [Abstract]

Additional Lease Cost Information

Weighted-average remaining lease term and discount rate for the Company’s operating leases are as follows:


	Three months ended June 30,
	2022	2021
Weighted average term - operating lease liabilities	3.37 years	4.24 years
Weighted average incremental borrowing rate - operating lease liabilities	13%	13%

Lease Cost

The following table presents net lease cost for the three months ended June 30, 2022 and 2021 (in thousands):


	Three months ended June 30,
	2022		2021
Lease cost
Operating lease cost (cost resulting from lease payments)	$	449	$	513
Short term lease cost	4		4

Net lease cost	$	453	$	517

Supplemental Lease Information

The following table presents supplemental cash flow and non-cash activity information for the three months ended June 30, 2022 and 2021 (in thousands):


	Three months ended June 30,
	2022		2021
Cash paid activity:
Operating lease - operating cash flows (fixed payments)	$	543	$	587
Operating lease - operating cash flows (liability reduction)	$	327	$	377
Non-cash activity:
Right of use assets obtained in exchange for new operating lease liabilities	$	50	$	66

The following table presents supplemental balance sheet information as of June 30, 2022 and March 31, 2022 (in thousands):


	June 30, 2022		March 31, 2022
Non-current assets - right of use assets, net	$	3,809	$	4,047
Current liabilities - operating lease liabilities	$	1,571	$	1,512
Non-current liabilities - operating lease liabilities	$	3,791	$	4,177

Future Minimum Payments


Fiscal Year	Operating Leases
2023 (excluding the three months ended June 30, 2022)	$	1,615
2024	1,999
2025	1,565
2026	871
2027	464
After 2027	129
Total future minimum lease payments	6,643
Amount representing interest	(1,281)
Present value of net future minimum lease payments	$	5,362

Stockholders’ Equity (Tables)

3 Months Ended

Jun. 30, 2022

Equity [Abstract]

Share Repurchase Program

The following table presents the share repurchase activity for the three months ended June 30, 2022 and 2021 (in thousands, except per share data):


	Three months ended June 30,
	2022		2021

Number of shares repurchased	56		—
Average price paid per share*	$	49.70	$	—
Total cost to repurchase	$	2,725	$	—

*Average price paid per share includes costs associated with the repurchase.

Nature of Operations and Basis of Presentation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	May 18, 2022	Sep. 15, 2014	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2014
Conversion of Stock [Line Items]
Shares issued on conversion (in shares)	500,000
Shares converted (in shares)	500,000
Prepaid expenses and other current assets			$ 11,880	$ 10,147
Conversion price (in dollars per share)	$ 20.00
Common Class B \| Pdv Spectrum Holding Company Llc
Conversion of Stock [Line Items]
Equity method investee, cumulative proceeds received on all transactions		$ 10,000
Spectrum revenue
Conversion of Stock [Line Items]
Prepaid expenses and other current assets					$ 7,500

Nature of Operations and Basis of Presentation - Comparison of Reported Results of Operations and Cash Flows as a Result of Reclassifications (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

Jun. 30, 2022

Jun. 30, 2021

Mar. 31, 2022

Depreciation and amortization

$ 362

$ 338

Loss from disposal of long-lived assets, net

Net loss per common share diluted (in dollars per share)

$ 13,196

$ 12,010

$ (0.71)

$ (0.68)

Net loss per common share basic (in dollars per share)

$ (0.71)

$ (0.68)

Consolidated Balance Sheets

Additional paid-in capital

$ 504,298

$ 500,125

Accumulated deficit

(329,750)

$ (313,829)

872

$ 6,371

^[1]

Impact of Prior Period Errors

$ 2,725

1,000

^[1]

Depreciation and amortization

Loss from disposal of long-lived assets, net

Net loss per common share diluted (in dollars per share)

$ 60

$ 0.01

Net loss per common share basic (in dollars per share)

$ 0.01

Consolidated Balance Sheets

Additional paid-in capital

$ 1,000

Accumulated deficit

$ (1,000)

Common ‎stock

295

^[1]

Common ‎stock | Impact of Prior Period Errors

(56)

(20)

^[1]

Additional ‎paid-in ‎capital

(20)

Additional ‎paid-in ‎capital | Impact of Prior Period Errors

$ 872

$ 6,371

^[1]

1,000

Accumulated ‎deficit

13,196

12,010

Accumulated ‎deficit | Impact of Prior Period Errors

$ 2,725

1,000

^[1]