- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
March 19 2010 - 5:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Airvana, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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This filing consists of a press release dated March 19, 2010 of Airvana, Inc.
Airvana Reports Preliminary First Quarter 2010 Financial Results
CHELMSFORD, Mass., March 19, 2010
Airvana, Inc. (NASDAQ: AIRV), a leading provider of mobile broadband network
infrastructure products, today announced preliminary financial results for the first quarter ending April 4, 2010.
Airvana expects that GAAP Revenue for the first quarter will be in a range of $2.5 million to $3.0 million, compared
with $9 million for the first quarter of 2009. In addition, the Company expects first quarter 2010 Deferred Revenue to
increase by $57 million to $60 million to $233 million to $236 million, from $176 million as of January 3, 2010.
Non-GAAP Product and Service Billings (Billings) are expected to be in the range of $60 million to $63 million,
compared with Pro Forma Billings of $34 million in the first quarter of 2009. During the first quarter of 2010,
Airvana has experienced stronger than anticipated demand for its EV-DO products, while shipments of its femtocell
products have been slower than expected.
As previously disclosed, the Companys principal EV-DO customer, Nortel Networks, Inc., entered bankruptcy proceedings
in January 2009 as a result of which Telefon AB L.M. Ericsson acquired Nortels CDMA business in November 2009. The
Company expects that approximately half of its Billings for the first quarter of 2010 will be attributable to shipments
made by Ericsson to its customers in December 2009, following the acquisition from Nortel. Airvana has not changed its
projection of $200 million in total Billings for full-year 2010, as set forth in its Proxy Statement dated March 11,
2010. Higher sales of EV-DO products are expected to be offset by continued weakness in sales of femtocell products,
resulting in EV-DO sales accounting for a larger proportion of total Billings in 2010 than previously anticipated.
Separately, Airvana announced today that the Special Committee of the Board of Directors has determined not to modify
in any respect or to withdraw its recommendation that the proposed merger with 72 Mobile Holdings, LLC, is fair to,
advisable and in the best interest of the company and its unaffiliated stockholders.
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The preliminary financial information presented in this news release reflects the extent of Airvanas most current
understanding of its financial results. This information is subject to change and is based on managements estimates
derived from information available at this time. In addition, the financial information presented in this news release
has not yet been reviewed by Airvanas independent registered public accounting firm.
A description of Airvanas revenue recognition policy is contained in its annual report on Form 10-K, and definitive
proxy statement filed on March 11, 2010, each filed with the Securities and Exchange Commission.
Non-GAAP Financial Measures
To supplement Airvanas condensed consolidated financial statements presented on a GAAP basis, Airvana uses the
non-GAAP measures Product and Service Billings (Billings) and Pro Forma Billings as a supplement to GAAP revenue and
cash flow from operations in evaluating Airvanas performance. Billings reflects the amount invoiced for products and
services in a period and equals GAAP revenue plus the change in deferred revenue in the period. At the time of
Nortels bankruptcy filing in January 2009, Airvana had total pre-bankruptcy filing outstanding invoices to Nortel of
$21.8 million for the quarter ended December 28, 2008 and $14.6 million for the quarter ended March 29, 2009. The
collection of the total amount of $36.4 million was subject to Nortels bankruptcy process. As a result, Airvana
excluded these amounts from Billings as of December 28, 2008 and March 29, 2009. This $36.4 million was accounted for
on a cash basis when collected and included in Billings for the three months ended January 3, 2010. Pro Forma Billings
amounts reflect the pre-bankruptcy invoices in the periods originally invoiced.
The financial measures Billings and Pro Forma Billings are presented with the intent of providing both management and
investors with a more complete understanding of Airvanas underlying operating performance and trends. Airvana
believes that these non-GAAP financial measures enhance the overall understanding of its past financial performance and
also its prospects for the future. These non-GAAP measures provide an indication of Airvanas financial results based
upon sales activity in the period and are considered by management for the purpose of making operational decisions. In
addition, these non-GAAP measures are indicators that management uses as a basis for Airvanas planning and forecasting
of future periods.
Management believes investors may find the non-GAAP measures Billings and Pro Forma Billings useful for understanding
Airvanas operations, but cautions that they should not be considered a substitute for disclosure in accordance with
GAAP.
About Airvana, Inc.
Airvana helps operators transform the mobile experience for users worldwide. The companys high-performance technology
and products, from comprehensive femtocell solutions to core mobile network infrastructure, enable operators to deliver
compelling and consistent broadband services to mobile subscribers, wherever they are. Airvanas products are deployed
in 70 commercial networks on six continents. The company is headquartered in Chelmsford, Mass., USA, with offices
worldwide. For more information, please visit www.airvana.com.
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Safe Harbor Statement
Any statements in this press release that are not historical facts constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These statements typically contain words such as
believes, anticipates, plans, expects, will, continue, outlook and similar terms, and include, without
limitation, statements regarding anticipated Billings
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statements regarding the expected timing of the merger
of Airvana, statements regarding the ability to complete the merger and statements underlying any of the foregoing.
Actual results may differ materially from those indicated by such forward-looking statements as a result of various
important factors, including without limitation uncertainties as to the timing of the merger of Airvana, Airvanas
ability to maintain its relationship with Ericsson, the timing and rate of femtocell market acceptance and growth,
operator femtocell deployment plans, the highly competitive and rapidly evolving market in which Airvana competes,
Airvanas limited operating history, the fluctuation of its past operating results and its reliance on sales through
Ericsson for a significant portion of its revenues and product and service Billings and other factors discussed in
Airvanas filings with the Securities and Exchange Commission. In addition, the forward-looking statements included in
this press release represent Airvanas views as of the date of this press release. Airvana anticipates that subsequent
events and developments may cause its views to change. While Airvana may elect to update these forward-looking
statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking
statements should not be relied upon as representing Airvanas views as of any date subsequent to the date of this
press release.
IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED WITH THE SEC
This news release is for informational purposes only. It is not a solicitation of a proxy. On March 11, 2010 Airvana,
Inc. filed with the SEC and subsequently mailed to its stockholders a definitive proxy statement containing important
information about Airvana, Inc., 72 Mobile Holdings, LLC, the proposed merger and related matters. Investors and
security holders are urged to read the proxy statement carefully.
Investors and security holders may obtain free copies of the proxy statement and other documents filed with the SEC by
72 Mobile Holdings, LLC and Airvana, Inc. through the web site maintained by the SEC at www.sec.gov. In addition,
investors and security holders may obtain free copies of the proxy statement from Airvana, Inc. by contacting Investor
Relations at (978) 250-3000.
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Airvana, Inc., its directors and executive officers may be deemed to be participants in the solicitation of proxies
from Airvana, Inc.s stockholders with respect to the transactions contemplated by the merger agreement. Information
regarding Airvana, Inc.s directors and executive officers is contained in Airvana, Inc.s Annual Report on Form 10-K
for the year ended January 3, 2010 and definitive proxy statement dated March 11, 2010, which are filed with the SEC.
Investor contact:
David Reichman
Sharon Merrill Associates
617-542-5300
AIRV@InvestorRelations.com
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