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<SEC-DOCUMENT>0001157523-03-006561.txt : 20031112
<SEC-HEADER>0001157523-03-006561.hdr.sgml : 20031112
<ACCEPTANCE-DATETIME>20031112161455
ACCESSION NUMBER:		0001157523-03-006561
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031112
ITEM INFORMATION:		Other events
FILED AS OF DATE:		20031112

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AIRNET COMMUNICATIONS CORP
		CENTRAL INDEX KEY:			0000944163
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
		IRS NUMBER:				593218138
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-28217
		FILM NUMBER:		03994135

	BUSINESS ADDRESS:	
		STREET 1:		3950 DOW ROAD
		STREET 2:		-
		CITY:			MELBOURNE
		STATE:			FL
		ZIP:			32934
		BUSINESS PHONE:		3219841990

	MAIL ADDRESS:	
		STREET 1:		3950 DOW ROAD
		STREET 2:		-
		CITY:			MELBOURNE
		STATE:			FL
		ZIP:			32934
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a4514975.txt
<DESCRIPTION>AIRNET   8-K
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): November 12, 2003

                        AirNet Communications Corporation
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)


              000-28217                               59-3218138
        (Commission File Number)           (IRS Employer Identification No.)


                     3950 Dow Road, Melbourne, Florida 32934
               (Address of Principal Executive Offices) (Zip Code)

                                 (321) 984-1990
              (Registrant's Telephone Number, Including Area Code)



<PAGE>

                              ITEM 5. OTHER EVENTS

On November 12, 2003, the Registrant reported financial results for the quarter
ended September 30, 2003.

A press release dated November 12, 2003 announcing this event is attached hereto
as Exhibit 99.1.




<PAGE>

                    ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)              Exhibits:


Exhibit
Number           Exhibit Title
- -------          -------------

 99.1            Press Release dated November 12, 2003





<PAGE>



                                   SIGNATURES


Pursuant to the requirement of the Securities  Exchange Act of 1934, as amended,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             AirNet Communications Corporation


                                             By:
                                               ---------------------------------
                                                 Stuart P. Dawley
                                                 Vice President, General Counsel
                                                 & Secretary
Date:    November 12, 2003





<PAGE>


                                  EXHIBIT INDEX



Exhibit Number   Exhibit Title
- --------------   -------------


   99.1           Press Release dated November 12, 2003





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>a4514975_ex991.txt
<DESCRIPTION>AIRNET    EXHIBIT 99.1
<TEXT>
                                                                   Exhibit 99.1

         AirNet Announces Third Quarter 2003 Financial Results

    MELBOURNE, Fla.--(BUSINESS WIRE)--Nov. 12, 2003--AirNet
Communications Corporation (Nasdaq:ANCC):

    THIRD QUARTER FINANCIAL HIGHLIGHTS:

    --  Net Revenue was $4.5M, exceeding forecast

    --  Gross Margins were $1.4M or 31% up from 25% in Q3, 2002

    --  Loss from Operations was ($3.2M) which included $1.2M of
        non-cash stock option charges compared with our Q2, 2003 loss,
        which was our best performance since going public, of ($2.5M)

    --  Net Loss Attributable to Common Stock was $20.2M or ($0.56)
        per share and included $16.9M (EPS impact of $0.47) of
        non-cash charges associated with the $16M Senior Secured Debt
        financing consummated in the quarter and $1.2M (EPS impact of
        $0.03) of non-cash stock option charges

    --  Cash Flow from Operations was ($3.6M) vs. ($4.0M) in Q3, 2002

    RECENT BUSINESS DEVELOPMENTS:

    --  Signed OEM Reseller Agreement with a "Top 5" communications
        equipment company

    --  Signed a Master Purchase Agreement with a North American
        customer for the sale of $4.0M in AdaptaCell SuperCapacity
        adaptive array base stations and related products over the
        next two years with $0.5M scheduled for shipment in 1Q04

    --  Secured approximately $6.0M of new customer purchase orders,
        which includes only $0.5M of the above noted adaptive array
        contract, so far in Q4, 2003

    --  Notified of 2004 budget appropriation earmarked for a
        governmental entity to purchase approximately $2.0M in AirNet
        products

    AirNet Communications Corporation (Nasdaq:ANCC) today reported
financial results for its third quarter ended September 30, 2003.

    Financial Results

    The Company reported net revenue of $4.5 million in the third
quarter, compared to $7.3 million in the third quarter of 2002. The
Loss from Operations was ($3.2 million) which included $1.2 million of
non-cash stock option charges that resulted from the funding
transaction compared to a loss of ($2.8 million) including $0.1
million of non-cash stock option charges in the third quarter of 2002.
The Q2, 2003 loss from operations of ($2.5 million), which included
$0.003 million of non-cash stock options charges, was the lowest loss
from operations since going public. Gross margins for the third
quarter were $1.4 million or 31% compared to year ago gross margins of
$1.8 million or 25%. The Q3, 2003 Net Loss Attributable to Common
Stock was ($20.2 million) or ($0.56) per share vs. ($3.8 million) or
($0.16) per share in Q3, 2002. The Q3, 2003 loss included non-cash
charges totaling $18.1 million with an EPS impact of ($0.50) per
share. The components of that charge include: $9.0 million associated
with the conversion feature of the debt; $7.9 million associated with
the Series "B" Preferred conversion inducement; and $1.2 million of
stock option compensation expense.
    Cash Used in Operating Activities for the third quarter was $3.6
million, compared to a use of cash of $4.0 million in the third
quarter of 2002. Financing activity for the quarter generated $2.2M of
cash primarily from the $16M Senior Debt Financing completed in August
2003.
    Per share amounts for the third quarter of 2003 results were based
on 36.1 million weighted average shares and excludes shares issuable
upon the conversion of the Senior Secured Convertible Debt and shares
underlying outstanding options because the effect of including those
shares would be anti-dilutive.

    Management's Discussion of Financial Results and Outlook

    Net revenue for the three months ended September 30, 2003
decreased $2.8 million or 39% to $4.5 million compared to $7.3 million
for the three months ended September 30, 2002. This decrease was
largely attributed to decreased revenue from our projects in Asia and
Africa.
    Gross profit for the three months ended September 30, 2003
decreased $0.4 million or 25% to $1.4 million as compared to $1.8
million for the three-month period ended September 30, 2002. The gross
profit margin percentages increased and were 31% and 25% for the three
months ended September 30, 2003 and 2002, respectively. The gross
profit percentage increase was attributable to a more favorable
revenue mix. Q3, 2003 operating expenses were $4.5 million, which
included $1.2 million of non-cash stock option compensation expense
compared to Q3, 2002 operating expenses, which were $4.7 million and
included a $0.7 million gain on vendor settlements.
    The Company also announced that the outlook for fiscal year 2004
was improving. The Company was informed that a governmental entity had
received a Congressional appropriation in the approximate amount of $2
million in the 2004 U.S. Budget to purchase AirNet products. The
Company also announced today that it had executed an OEM agreement
with a "Top 5" Communications Equipment company (based on market
equipment market share) for the resale of AirNet products in North
America and this new OEM customer has purchased an AirNet "showcase
system" for approximately $500 thousand. This agreement marked the
first time in AirNet's history that it had signed such an OEM
agreement with a "Top 5" Communications Equipment company. The Company
has now received purchase orders in 4Q03 totaling approximately $6.0
million for delivery commencing in the fourth quarter of this year and
continuing through the first nine months of fiscal year 2004. The
Company also announced it has signed a Master Purchase Agreement with
a North American customer for the sale of approximately $4.0M in
AdaptaCell SuperCapacity adaptive array base stations and related
products over the next two years. Approximately $0.5 million of the
adaptive array sale is scheduled for shipment in the first quarter
next year. Only $0.5 million of the $4.0 million adaptive array
commitment has been included in the $6.0 million in 4Q03 orders noted
above.
    "We focused our efforts in the third quarter on developing a
number of strategic business opportunities, and we are starting to see
the benefits," said Glenn Ehley, President & CEO for AirNet
Communications. "The Company's product portfolio and business is
aligned for growth and capturing new customers. We are cautiously
optimistic as we approach fiscal year 2004."

    Conference Call

    AirNet's management will host a conference call at 4:15 p.m. ET
today to discuss the results and provide an outlook for the third
quarter. Those interested in listening to the conference call should
dial 785/832-1508, Conference ID: AIRNET. For those who cannot
participate in the live conference call, a replay will be available
beginning at 8 p.m. ET on Wednesday, November 12, 2003, until midnight
ET on November 21, 2003. The replay number for the conference call is
402/220-1123.

    About AirNet

    AirNet Communications Corporation is a leader in wireless base
stations and other telecommunications equipment that allow service
operators to cost-effectively and simultaneously offer high-speed
wireless Internet and voice services to mobile subscribers. AirNet's
patented broadband, software-defined AdaptaCell(TM) base station
solution provides a high-capacity base station with a software upgrade
path to the wireless Internet. The Company's AirSite(R) Backhaul
Free(TM) base station carries wireless voice and data signals back to
the wireline network, eliminating the need for a physical backhaul
link, thus reducing operating costs. AirNet has 69 patents issued or
filed and has received the coveted World Award for Best Technical
Innovation from the GSM Association, representing over 400 operators
around the world. More information about AirNet may be obtained by
calling 321/984-1990, or by visiting the AirNet Web site at
http://www.airnetcom.com.

    Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995 and Other Applicable Law
    Certain statements in this news release may constitute
forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995 (the Reform Act),
Section 27A of the United States Securities Act of 1933 and Section
21E of the United States Securities and Exchange Act of 1934. These
forward-looking statements may relate to anticipated financial
performance, management's plans and objectives for future operations,
business prospects, market conditions, financial forecasts and other
matters. All statements contained in this news release that do not
relate to matters of historical fact should be considered
forward-looking statements, and are generally identified by words such
as "anticipate," "believe," "estimate," "expect," "intend," "plan" and
"objective" and other similar expressions. Readers should not place
undue reliance on the forward-looking statements contained in this
news release. Such statements are based on management's beliefs and
assumptions and on information currently available to management and
are subject to risks, uncertainties and changes in condition,
significance, value and effect. Such risks or uncertainties are that
there can be no assurance that the Company will be successful in
obtaining new business or that the "Top 5" communications equipment
manufacturer, discussed above, will purchase any products from the
Company; that there can be no assurance that the governmental entity
and the Company will finalize a purchase contract for AirNet products;
that the Company's lenders may foreclose on all assets of the Company
(including all intellectual property rights) in the event of a default
under the security agreement associated with the debt financing, that
installment payments on the notes sold in the financing may not be
paid when due, and that the company may not be able to continue to
operate as a going concern even after the consummation of the
financing. These and other risks are detailed in reports and documents
filed by the Company with the United States Securities and Exchange
Commission. Such risks, uncertainties and changes in condition,
significance, value and effect, many of which are beyond the Company's
control, could cause the Company's actual results and other future
events to differ materially from those anticipated. The Company does
not, however, assume any obligation to update these forward-looking
statements to reflect actual results, changes in assumptions or
changes in other factors affecting such forward-looking statements.

    The stylized AirNet mark, AirNet(R) and AirSite(R) are registered
trademarks with the U.S. Patent and Trademark Office., AdaptaCell(TM),
Super Capacity(TM), Backhaul Free(TM), are trademarks of AirNet
Communications Corporation. Other names are registered trademarks or
trademarks of their respective companies or organizations.


Financial Schedules
- --  Condensed Statement of Operations
- --  Cash flow Summary
- --  Condensed Balance Sheets


                         FINANCIAL STATEMENTS
 (all numbers in $000's except per share data and shares outstanding)
          (All financial information included is unaudited.)
                  CONDENSED STATEMENT OF OPERATIONS

                        For the three months     For the nine months
                               ended                   ended
                            September 30,           September 30,
                           2003        2002        2003        2002
                       ----------- ----------- ----------- -----------
NET REVENUES               $4,461      $7,305     $10,696     $21,026
COST OF REVENUES            3,072       5,457       7,811      15,441
WRITE-DOWN OF EXCESS
 AND OBSOLETE INVENTORY        11           -         207           -
                       ----------- ----------- ----------- -----------
    Gross profit            1,378       1,848       2,678       5,585
OPERATING EXPENSES:
 Research and
  development               2,170       3,046       6,759       9,688
 Sales and marketing          514       1,391       1,869       4,353
 General and
  administrative            1,862         912       3,670       3,500
 Gain on vendor
  settlement                    -        (673)          -        (704)
                       ----------- ----------- ----------- -----------
     Total costs and
      expenses              4,546       4,676      12,298      16,837
                       ----------- ----------- ----------- -----------
LOSS FROM OPERATIONS       (3,168)     (2,828)     (9,620)    (11,252)
                       ----------- ----------- ----------- -----------
TOTAL OTHER (EXPENSE)
 INCOME                    (9,141)        159      (9,210)        352
                       ----------- ----------- ----------- -----------
NET LOSS                  (12,309)     (2,669)    (18,830)    (10,900)
ACCRETION OF ISSUANCE
 COSTS -  REDEEMABLE
 PREFERRED STOCK                -        (511)          -      (1,450)
PREFERRED DIVIDENDS             -        (600)          -      (1,800)
CONVERSION CHARGE          (7,895)          -      (7,895)          -
                       ----------- ----------- ----------- -----------
NET LOSS ATTRIBUTABLE
 TO COMMON STOCK         $(20,204)    $(3,780)   $(26,725)   $(14,150)
                       =========== =========== =========== ===========
NET LOSS PER SHARE
 ATTRIBUTABLE TO
 COMMON STOCKHOLDERS-
 BASIC AND DILUTED         $(0.56)     $(0.16)     $(0.93)     $(0.59)
                       =========== =========== =========== ===========
WEIGHTED AVERAGE SHARES
 OUTSTANDING - USED
 IN CALCULATING BASIC
 AND DILUTED LOSS
 PER SHARE             36,087,523  23,833,296  28,745,715  23,815,218
                       =========== =========== =========== ===========



                          CASH FLOW SUMMARY

                         For the three months     For the nine months
                               ended                   ended
                             September 30,           September 30,
                           2003        2002        2003        2002
                       ----------- ----------- ----------- -----------

CASH USED IN OPERATING
 ACTIVITIES               $(3,648)    $(4,035)    $(6,712)      $(185)
CASH PROVIDED BY
 (USED BY) INVESTING
 ACTIVITIES                   (88)         70        (186)         43
CASH PROVIDED BY
 (USED BY) FINANCING
 ACTIVITIES                 2,228         (82)      8,196        (217)
                       ----------- ----------- ----------- -----------
NET CHANGE IN CASH        $(1,508)    $(4,047)     $1,298       $(359)
                       =========== =========== =========== ===========


                       CONDENSED BALANCE SHEETS

                                                 Sept. 30,    Dec. 31,
                                                   2003        2002
                                               ----------- -----------
ASSETS
 Cash and cash equivalents                         $4,503      $3,205
 Accounts receivable - net                          2,781         569
 Inventories                                       12,494      14,459
 Notes receivable                                     495         923
 Other current assets                                 740       1,063
                                               ----------- -----------
 TOTAL CURRENT ASSETS                              21,013      20,219
 PROPERTY AND EQUIPMENT, NET                        6,130       8,160
 OTHER LONG-TERM ASSETS                             2,428       2,451
                                               ----------- -----------
 TOTAL ASSETS                                     $29,571     $30,830
                                               =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
 Accounts payable                                  $2,326      $2,801
 Accrued expenses                                   3,357       3,597
 Current portion of capital lease obligations          92          53
 Customer deposits                                    763         102
 Deferred revenues                                    628       1,403
                                               ----------- -----------
 TOTAL CURRENT LIABILITIES                          7,166       7,956
 TOTAL LONG-TERM LIABILITIES                        9,714         837
 TOTAL STOCKHOLDERS' EQUITY                        12,691      22,037
                                               ----------- -----------
 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY         $29,571     $30,830
                                               =========== ===========



    CONTACT: AirNet Communications Corporation, Melbourne
             Stuart Dawley, 321/953-6783
             sdawley@airnetcom.com


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
