SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File Number 0-27266
-------
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
750 N. COMMONS DRIVE, AURORA, IL 60504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 898-2500
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed
since last report)
Indicate by check or mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
----- -----
The number of shares outstanding of each of the issuer's classes of common stock
are:
Class A Common Stock, $0.01 Par Value - 45,907,065 shares at August 2, 2002
Class B Common Stock, $0.01 Par Value - 19,014,869 shares at August 2, 2002
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION: Page No.
--------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
- As of March 31, 2002 and June 30, 2002 (unaudited)
Condensed Consolidated Statements of Operations (unaudited) 4
- Three months ended June 30, 2001 and 2002
Condensed Consolidated Statements of Cash Flows (unaudited) 5
- Three months ended June 30, 2001 and 2002
Notes to the Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risks 14
PART II OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 6. Exhibits and Reports on Form 8-K 15
SAFE HARBOR STATEMENT
Certain statements contained in this Quarterly Report of Form 10-Q regarding
matters that are not historical facts or that contain the words "believe",
"expect", "intend", "anticipate" or derivatives thereof, are forward looking
statements. Because such forward-looking statements include risks and
uncertainties, actual results may differ materially from those expressed in or
implied by such forward-looking statements. Factors that could cause actual
results to differ materially include, but are not limited to, those discussed
under "Risk Factors" set forth in Westell Technologies, Inc.'s Annual Report on
Form 10-K for the fiscal year ended March 31, 2002. Westell Technologies, Inc.
("Westell" or the "Company") undertakes no obligation to publicly update these
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
2
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, June 30,
2002 2002
---------------- ----------------
(unaudited)
(in thousands)
Current assets:
Cash and cash equivalents........................................... $6,687 $7,268
Accounts receivable (net of allowance of $1,531,000 and $1,520,000,
respectively)....................................................... 25,266 28,439
Inventories......................................................... 18,174 15,148
Prepaid expenses and other current assets........................... 2,169 2,947
Deferred income tax asset........................................... 7,830 7,830
Land and building held for sale..................................... 2,052 1,881
---------------- ----------------
Total current assets............................................ 62,178 63,513
---------------- ----------------
Property and equipment:
Machinery and equipment............................................. 45,148 43,968
Office, computer and research equipment............................. 30,873 26,895
Leasehold improvements.............................................. 7,634 7,682
---------------- ----------------
83,655 78,545
Less accumulated depreciation and amortization...................... 54,029 51,681
---------------- ----------------
Property and equipment, net........................................ 29,626 26,864
---------------- ----------------
Goodwill and intangibles, net......................................... 16,312 15,923
Deferred income tax asset and other assets............................ 18,037 18,037
---------------- ----------------
Total assets.................................................... $ 126,153 $124,337
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................... $15,702 $12,583
Accrued expenses.................................................... 16,105 12,563
Notes payable....................................................... - 31,660
Accrued compensation................................................ 2,374 2,780
Current portion of long-term debt................................... 11,186 11,177
---------------- ----------------
Total current liabilities.......................................... 45,367 70,763
---------------- ----------------
Long-term debt........................................................ 39,469 11,919
Other long-term liabilities........................................... 5,044 5,018
Stockholders' equity:
Class A common stock, par $0.01....................................... 459 459
Authorized - 109,000,000 shares
Issued and outstanding - 45,907,065 shares at March 31, 2002 and
June 30, 2002
Class B common stock, par $0.01....................................... 190 190
Authorized - 25,000,000 shares
Issued and outstanding - 19,014,869 shares at March 31, 2000 and
June 30, 2002
Preferred stock, par $0.01............................................ -- --
Authorized - 1,000,000 shares
Issued and outstanding - none
Deferred compensation................................................. 46 46
Additional paid-in capital............................................ 364,566 364,566
Treasury stock at cost - 93,000 shares................................ (247) (247)
Cumulative translation adjustment..................................... (18) (113)
Accumulated deficit................................................... (328,723) (328,264)
---------------- ----------------
Total stockholders' equity...................................... 36,273 36,637
---------------- ----------------
Total liabilities and stockholders' equity.................... $ 126,153 $ 124,337
================ ================
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
June 30,
---------------------------------------
2001 2002
---------------- ---------------
(unaudited)
(in thousands, except per share data)
---------------------------------------
Equipment revenue............................. $ 50,207 $ 39,030
Service revenue............................... 13,091 10,775
---------------- ---------------
Total revenues.............................. 63,298 49,805
Cost of equipment sales....................... 43,105 28,956
Cost of services.............................. 7,875 6,838
---------------- ---------------
Cost of goods sold.......................... 50,980 35,794
---------------- ---------------
Gross margin............................... 12,318 14,011
Operating expenses:
Sales and marketing......................... 5,915 4,333
Research and development.................... 7,990 3,446
General and administrative.................. 5,680 4,651
Goodwill and intangible amortization........ 7,953 389
---------------- ---------------
Total operating expenses.................. 27,538 12,819
---------------- ---------------
Operating profit (loss)..................... (15,220) 1,192
Other (income) expense, net................... 257 (50)
Interest expense.............................. 1,359 783
---------------- ---------------
Income (loss) before tax benefit.............. (16,836) 459
Income taxes.................................. - -
---------------- ---------------
Net income (loss)............................. $(16,836) $ 459
================ ===============
Net income (loss) per common share:
Basic................................ $ (0.27) $ 0.01
================ ===============
Diluted.............................. $ (0.27) $ 0.01
================ ===============
Weighted average number of common shares outstanding:
Basic................................ 62,641 64,921
================ ===============
Diluted.............................. 62,641 64,922
================ ===============
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
4
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
June 30,
-----------------------------------------
2001 2002
----------------- -----------------
(unaudited)
(in thousands)
Cash flows from operating activities:
Net income (loss).................................................. $ (16,836) $ 459
Reconciliation of net income (loss) to net cash
used in operating activities:
Depreciation and amortization.................................... 11,516 3,594
Loss on sale of fixed assets..................................... - 201
Other............................................................ 121
Changes in assets and liabilities:
Accounts receivable.............................................. (2,570) (3,267)
Inventory........................................................ 14,757 3,026
Prepaid expenses and other current assets........................ (340) (766)
Other assets..................................................... (40) --
Accounts payable and accrued expenses............................ (6,387) (6,700)
Accrued compensation............................................. (633) 406
----------------- -----------------
Net cash used in operating activities......................... (412) (3,047)
----------------- -----------------
Cash flows from investing activities:
Purchases of property and equipment.............................. (4,943) (473)
Proceeds from the sale of land and building...................... 893 --
----------------- -----------------
Net cash used in investing activities......................... (4,050) (473)
----------------- -----------------
Cash flows from financing activities:
Net borrowing (repayment) under revolving promissory notes....... (2,296) 5,570
Net borrowing (repayment) of long-term debt and leases payable... 878 (1,469)
Proceeds from the issuance of common stock....................... 5,945 --
----------------- -----------------
Net cash provided in financing activities.................... 4,527 4,101
----------------- -----------------
Effect of exchange rate changes on cash............................ (9) --
Net increase in cash.......................................... 56 581
Cash and cash equivalents, beginning of period..................... 405 6,687
----------------- -----------------
Cash and cash equivalents, end of period........................... $ 461 $ 7,268
================= =================
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
5
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. It is suggested that these condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended March 31, 2002.
In the opinion of management, the unaudited interim financial
statements included herein reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the Company's consolidated
financial position and the results of operations and cash flows at June 30,
2002, and for all periods presented. The results of operations for the three
month period ended June 30, 2002 are not necessarily indicative of the results
that may be expected for the fiscal year ending March 31, 2003 ("fiscal year
2003").
NOTE 2. COMPUTATION OF INCOME (LOSS) PER SHARE
The computation of basic earnings per share is computed using the
weighted average number of common shares outstanding during the period. Diluted
earnings per share includes the number of additional common shares that would
have been outstanding if the dilutive potential common shares had been issued.
The effect of this computation on the number of outstanding shares is
antidilutive for the period ended June 30, 2001 and therefore the net loss per
basic and diluted earnings per share are the same.
NOTE 3. RESTRUCTURING CHARGE
The Company recognized a restructuring charge of $2.9 million in the
three months ended March 31, 2000. Approximately $2.4 million of the total cost
has been capitalized as part of the purchase of Teltrend Inc. primarily related
to approximately 30 Teltrend Inc. employees involuntarily terminated with the
remaining $.5 million charged to operations. This charge was for personnel,
legal, and other related costs to eliminate redundant employees due to the
acquisition of Teltrend Inc. The restructuring plan was to combine and
streamline the operations of the two companies and to achieve synergies related
to the manufacture and distribution of common product lines. As of March 31,
2002, $2.0 million of these restructuring cost had been paid leaving a balance
of approximately $.9 million. As of June 30, 2002, $2.2 million of these costs
have been paid.
The Company recognized a restructuring charge of $6.3 million in fiscal
year 2002. The fiscal 2002 restructuring plan was to decrease costs primarily by
workforce reduction where approximately 200 employees were impacted and to
realign the Company's cost structure with the anticipated business outlook. As
of March 31, 2002, $3.0 million of the fiscal 2002 restructuring cost had been
paid leaving a balance of approximately $3.3 million. During the three months
ended June 30, 2002, the Company paid approximately $1.1 million of these
accrued restructuring costs.
The Company's restructuring balances and their utilization are
presented in the following table:
Utilized
Balance through Balance
(in thousands) March 31, June 30, June 30,
2002 2002 2002
- --------------------------------------------------------------------------------
Employee Costs........... $ 2,039 $1,017 $ 1,022
Legal, facility & Other Costs 2,174 265 1,909
- --------------------------------------------------------------------------------
Total.................... $ 4,213 $1,282 $ 2,931
================================================================================
6
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4. INTERIM SEGMENT INFORMATION
Westell's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and market strategy. They consist of:
1) A telecommunications equipment manufacturer of local loop access
products, and
2) A multi-point telecommunications service bureau specializing in
audio teleconferencing, multi-point video conferencing, broadcast
fax and multimedia teleconference services.
Performance of these segments is evaluated utilizing, revenue,
operating income and total asset measurements. The accounting policies of the
segments are the same as those for Westell Technologies, Inc. Segment
information for the three-month periods ended June 30, 2001 and 2002, are as
follows:
Telecom Telecom Consolidated
(in thousands) Equipment Services Total
----------- ---------- ------------
Three months ended June 30, 2001
Revenues........................ $ 50,207 $ 13,091 $ 63,298
Operating income (loss)......... (17,871) 2,651 (15,220)
Depreciation and amortization... 10,551 965 11,516
Total assets.................... 272,312 23,566 295,878
Three months ended June 30, 2002
Revenues........................ $ 39,030 $ 10,775 $ 49,805
Operating income (loss) ........ (171) 1,363 1,192
Depreciation and amortization... 2,407 1,187 3,594
Total assets.................... 101,991 22,346 124,337
Reconciliation of Operating income (loss) for the reportable segments
to Income (loss) before income taxes:
Three Months Ended
June 30,
--------------------------------
(in thousands) 2001 2002
-------------- -------------
Operating income (loss) .................. $ (15,220) $ 1,192
Other (income) expense , net.............. 257 (50)
Interest expense.......................... 1,359 783
-------------- -------------
Income (loss) before tax benefit ......... $ (16,836) $ 459
7
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5. ADOPTION OF NEW ACCOUNTING POLICIES
On April 1, 2002, the Company adopted the Financial Accounting Standards Board
Statements of Financial Accounting Standards (FASB) No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible Assets. Under the new
rules, goodwill and other indefinite-lived intangibles are no longer amortized
but subject to annual impairment tests. Other intangible assets will continue to
be amortized over their useful lives. Goodwill amortization included in sales
and administrative expense in fiscal years 2000, 2001 and 2002 was $1.3 million,
$31.8 million and $25.5 million, respectively. Goodwill amortization included in
sales and administrative expense for the first quarter of fiscal year 2002 was
$0.4 million. Upon adoption of this standard the Company was required to perform
an impairment test of goodwill. This test showed no impairment of goodwill. The
adoption of the provisions for amortization of intangible assets did not impact
the Company's amortization of these assets. The following table discloses pro
forma results for net income and earnings per share as if the non-amortization
of goodwill provisions of FASB Statement No. 142 were adopted at the beginning
of fiscal year 2002.
Three Months Ended June 30,
----------------------------
(in thousands, except per share amounts) 2001 2002
------------- ----------
Reported Net income (loss).................... $ (16,836) $ 459
Add back: Goodwill amortization............... 3,915
------------- ----------
Adjusted Net income (loss).................... (12,921) $ 459
============= ==========
Reported basic and diluted earnings per share. $ (0.27) $ 0.01
Add back: Goodwill amortization per share..... .06
------------- ----------
Adjusted basic and diluted earnings per share. $ (0.21) $ 0.01
============= ==========
NOTE 6. COMPREHENSIVE INCOME
The disclosure of comprehensive income (loss), which encompasses net
loss and foreign currency translation adjustments, is as follows:
Three Months Ended June 30,
-----------------------------
(in thousands) 2001 2002
------------- ------------
Net income (loss)............................. $ (16,836) $ 459
Other comprehensive income (loss)
Foreign currency translation adjustment.. 43 (95)
------------- ------------
Comprehensive income (loss)................... $ (16,793) $ 364
============= ============
NOTE 7. INVENTORIES
The components of inventories are as follows:
March 31, June 30,
------------ -------------
(in thousands) 2002 2002
------------ -------------
Raw material ................................. $ 22,721 $ 15,388
Work in process............................... 39 149
Finished goods................................ 14,889 12,906
Reserve for excess and obsolete inventory and net
realizable value.............................. (19,475) (13,295)
------------ -------------
$ 18,174 $ 15,148
============ =============
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATION
- ------------
OVERVIEW
Through its four broadband access product lines, the Company offers a broad
range of products that facilitate the broadband transmission of high-speed
digital and analog data between a telephone company's central office and
end-user customers. These four product lines include:
o Customer Networking Equipment: Westell Customer Networking Equipment (CNE)
products and solutions enable residential, small business and Small Office
Home Office (SOHO) users to network multiple computers, telephones and
other devices to access the Internet through the power of broadband xDSL
solutions.
o Carrier Transport & Multiplexer: Westell's Carrier Transport and
Multiplexer (CTM) products enable our customers to deliver and manage a
range of broadband services from the telco central office with interfaces
with other carriers such as wireless as well as enterprise customers.
o Carrier Service Access: Westell Carrier Service Access (CSA) products
enable telco transmission, maintenance, and troubleshooting of multiple
broadband solutions (telco services such as, DS1, DS3, HDSL2, HDSL4 , DDS,
ISDN) from the customer access point to the serving telco central office.
o OSP, Enclosures & Accessories: Westell Outside Plant (OSP) products and
solutions focus on facilities equipment linking the telco's central office
to the communications subscriber through various transmission technologies,
such as analog, digital data, traditional repeatered T1, HDSL, HDSL2, and
HDSL4.
The Company reports results from these four product lines by two main
groups; Broadband Products and Telco Access Products ("TAP"). Broadband products
include CNE and CTM product lines and TAP products include CSA and OSP product
lines.
Below is a table that compares equipment and service revenues for the
quarter ended June 30, 2001 with the quarter ended June 30, 2002 by business
unit.
June 30, June 30,
(in thousands) 2001 2002
------------ ------------
TAP.......................... $ 26,903 $ 15,659
Broadband.................... 23,304 23,371
------------ ------------
Total equipment.............. 50,207 39,030
Services..................... 13,091 10,775
Total revenues............... $ 63,298 $ 49,805
============ ============
The prices for the products within each market group varies based upon
volume, customer specifications and other criteria and are subject to change due
to competition among telecommunications manufacturers. Increasing competition,
in terms of the number of entrants and their size, and increasing size of the
Company's customers because of mergers, continues to exert downward pressure on
prices for the Company's products. The Company has also elected to eliminate
some products and exit some markets based on an analysis of current and future
prospects.
Westell's net revenues decreased 21.3% in the three months ended June
30, 2002 when compared to the same period last year due to a 22.3% decrease in
equipment revenue combined with a 17.7% decrease in service revenue. The
decrease in equipment revenue is due primarily to the decreased sales of the
Company's TAP and Broadband products and a decrease in service revenue.
Broadband product sales were favorably effected by earning a one-time product
royalty of $1.7 million in the period ended June 30, 2002. The decrease in
service revenue is a result of decreased teleconference call minutes due to the
loss of a significant customer.
The Company expects to continue to evaluate new product opportunities
and engage in extensive research and development activities. This will require
the Company to continue to invest heavily in research and development and sales
and marketing, which could adversely affect short-term results of operations.
9
In view of the Company's reliance on the emerging DSL market for growth and the
unpredictability of orders and subsequent revenues, the Company believes that
period to period comparisons of its financial results are not necessarily
meaningful and should not be relied upon as an indication of future performance.
Revenues from TAP products such as NIUs have declined in recent years as telcos
continue to move to networks that deliver higher speed digital transmission
services. Failure to increase revenues from new products, whether due to lack of
market acceptance, competition, technological change or otherwise, would have a
material adverse effect on the Company's business and results of operations.
10
RESULTS OF OPERATIONS - Period ended June 30, 2002 compared to period ended June
30, 2001.
Revenues. The Company's revenues decreased 21.3% from $63.3 million in the three
months ended June 30, 2001 to $49.8 million in the three months ended June 30,
2002. This revenue decrease was due to decreased equipment revenue of $11.2
million and a decrease in teleconference service revenue of $2.3 million. The
decreased equipment revenue was due primarily to decreased sales of the
Company's TAP products. Revenues from the Company's TAP product line, in the
quarter ended June 30, 2002, decreased to $15.6 million compared to $26.9
million in the same quarter one year ago. The decrease in revenues from TAP
products is due primarily to lower unit volume. The Company's teleconference
service revenue of $10.8 million for the quarter ended June 30, 2002 decreased
$2.3 million or 17.7% from $13.1 million in the same quarter one year ago. This
decrease in revenue is attributable to a reduction in call minutes and to a
lesser extent, price repression at the Company's subsidiary Conference Plus,
Inc. Revenue from our Broadband products increased slightly to $23.4 million for
the three months ended June 30, 2002 compared to $23.3 million for the quarter
ending June 30, 2001 due to earning a one-time product royalty of $1.7 million.
Excluding the one-time royalty, Broadband revenue decreased by approximately
$1.6 million due to lower unit selling prices offset in part by higher unit
volumes.
Gross Margin. Gross margin as a percentage of revenue increased from 19.5% in
the three months ended June 30, 2001 to 28.1% in the three months ended June 30,
2002. This increase in gross margin includes the one-time product royalty
mentioned above and is also due to extensive efforts to reduce material and
labor and handling costs of our products, particularly in our broadband product
lines. Excluding the one-time royalty, gross margin as a percentage of revenue
would have been 24.7% in the period ended June 30, 2002. Teleconference service
gross margin decreased in the three months ended June 30, 2002 due primarily to
the reduced call volume and to a lesser extent, price repression.
Sales and Marketing. Sales and marketing expenses decreased 26.7%, from $5.9
million in the three months ended June 30, 2001 to $4.3 million in the three
months ended June 30, 2002. Sales and marketing expenses also decreased as a
percentage of revenues from 9.3% in the three months ended June 30, 2001 to 8.7%
in the three months ended June 30, 2002. The decrease in sales and marketing
expenses was primarily due to cost reductions initiated in fiscal 2002
reorganizations. The Company believes that continued investment in sales and
marketing will be required to expand its product lines, bring new products to
market and service customers.
Research and Development. Research and development expenses decreased 56.9%,
from $8.0 million in the three months ended June 30, 2001 to $3.4 million in the
three months ended June 30, 2002. Research and development expenses also
decreased as a percentage of revenues from 12.6% in the three months ended June
30, 2001 to 6.9% in the three months ended June 30, 2002. The decrease in
research and development expense is primarily a result of cost reductions
initiated in fiscal 2002 reorganizations. To a lesser extent, research and
development expenses decreased because the Company earned $250,000 in the three
months ended June 30, 2002 from a customer to fund engineering projects which
were offset against research and development expenses. The Company believes that
a continued commitment to research and development will be required for the
Company to remain competitive.
General and Administrative. General and administrative expenses decreased 18.1%,
from $5.7 million in the three months ended June 30, 2001 to $4.7 million in the
three months ended June 30, 2002. General and administrative expenses increased
as a percentage of revenue from 9.0% in the three months ended June 30, 2001 to
9.3% in the three months ended June 30, 2002. The decrease in general and
administrative expenses was primarily due to cost reductions initiated in fiscal
2002 reorganizations.
Goodwill and intangible amortization. Goodwill and intangible amortization
expense decreased due to the adoption of the Statements of Financial Accounting
Standards (SFAS) 142 issued by the Financial Accounting Standards Board (FASB).
Under the new rules, goodwill and other indefinite lived intangibles are no
longer amortized but are subject to annual impairment tests. The Company
performed the first impairment test as of April 1, 2002 and no write down was
required. The amortization of other identifiable intangible assets was
approximately $389,000 in the quarter ended June 30, 2002.
11
RESULTS OF OPERATIONS - continued
Other (income) expense, net. Other (income) expense, net decreased from expense
of $257,000 in the three months ended June 30, 2001 to income of $50,000 in the
three months ended June 30, 2002. The income for the period was primarily due to
the recognition of foreign currency gains/losses on intercompany balances.
Interest expense. Interest expense decreased from $1.4 million in the three
months ended June 30, 2001 to $783,000 in the three months ended June 30, 2002.
The interest expense during the current period is a result of interest incurred
on net obligations outstanding during the period under promissory notes, capital
leases, and vendor debt.
Income taxes. There was no benefit or provision for income taxes recorded for
both three-month periods ended June 30, 2002 and 2001. The Company reversed
valuation reserves for the entire expense generated during the current quarter
of $0.3 million. The Company will evaluate on a quarterly basis it's ability to
utilize deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2002, the Company had $7.3 million in cash and cash
equivalents consisting primarily of federal government agency instruments and
the highest rated grade corporate commercial paper. As of June 30, 2002, the
Company had $5.0 million outstanding under its term loan and $26.7 million
outstanding and $3.3 million available under its secured revolving credit
facility.
On June 28, 2002, the Company amended the revolving credit facility.
The amendment provides for a $5 million non-amortizing term loan and a $30
million revolving credit facility, both due June 30, 2003. The asset based
revolving credit facility provides for total borrowing based upon 85% of
eligible accounts receivable and 30% of eligible inventory not to exceed $7.6
million. The $7.6 million inventory limitation is reduced by $0.1 million on the
first day of each month. Borrowings under this facility provide for the interest
to be paid by the Company at prime plus 1%. The term loan is secured by, among
other things, a security interest in certain collateral granted by certain
stockholders. The amendment also terminates the $10 million guarantee provided
by trusts of Robert C. Penny III and other Penny family members. Trusts of
Robert C. Penny III and other Penny family members are participants to the
amended revolving credit facility. This new amendment provides for covenants
regarding EBITDA, tangible net worth and maximum capital expenditures. The
Company was in compliance with the covenants at June 30, 2002. Management
expects to be in compliance with the covenants for the term of the debt. The
Company had $5.0 million outstanding under its term loan and $13.3 million
outstanding under its revolving credit facility and was eligible to borrow an
additional $8.1 million as of August 2, 2002.
On May 30, 2002, the Company signed two subordinated promissory notes
with Solectron Technology SDN BHD. One note in the amount of $5.0 million is for
the payment of inventory held by Solectron that the Company is committed to buy.
The second note in the amount of $16.6 million is for the payment of accounts
payable and accrued interest. Both notes require a weekly principal and monthly
interest payment and are payable over 2.3 years. A third subordinated secured
promissory note between the parties was signed on June 3, 2002 in the amount of
$1.3 million and is payable monthly over one year. This note was part of the
settlement of litigation with Celsian. All three notes bear interest at a rate
of prime plus 2.5%.
12
RESULTS OF OPERATIONS - continued
At June 30, 2002 the Company had various operating leases for
facilities and equipment. The total minimum future rental payments are $5.3
million, $4.3 million, $3.5 million, $3.5million, $3.4 million and $26.0 million
for fiscal years 2003, 2004, 2005, 2006, 2007 and thereafter, respectively.
The Company's operating activities used cash of $3.0 million in the
three months ended June 30, 2002. This resulted primarily from reductions in
accounts payable and accrued expenses.
Capital expenditures for the three month period ended June 30, 2002
were approximately $0.5 million. The Company expects to spend approximately $4.0
million for capital expenditures for the remainder of fiscal year 2002 related
primarily for machinery, computer and research equipment purchases.
At June 30, 2002, the Company's principle sources of liquidity were
$7.3 million of cash and the secured revolving promissory note facility under
which the Company was eligible to borrow up to an additional $3.3 million based
upon receivables and inventory levels. To meet the Company's cash needs for
fiscal year 2003, the Company is exploring various alternatives including the
sale of non-strategic assets. Cash in excess of operating requirements, if any,
will be used to pay down debt or invested on a short-term basis in federal
government agency instruments and the highest rated grade commercial paper.
The Company had a deferred tax asset of approximately $92.9 million at
June 30, 2002. The net operating loss carryforward begins to expire in 2012.
Realization of deferred tax assets associated with the Company's future
deductible temporary differences, net operating loss carryforwards and tax
credit carryforwards is dependent upon generating sufficient taxable income
prior to their expiration. Although realization of the deferred tax asset is not
assured as the Company has incurred operating losses for the 2000, 2001 and 2002
fiscal years, management believes that it is more likely than not that it will
generate taxable income sufficient to realize a portion of the tax benefit.
Portions of these deferred tax assets are expected to be utilized, prior to
their expiration, through a tax planning strategy available to the Company.
Management will continue to periodically assess whether it remains more likely
than not that the deferred tax asset will be realized. If the tax planning
strategy is not sufficient to generate taxable income to recover the deferred
tax benefit recorded, an increase in the valuation allowance will be required
through a charge to the income tax provision. However, if the Company achieves
sufficient profitability or has available additional tax planning strategies to
utilize a greater portion of the deferred tax asset, an income tax benefit would
be recorded to decrease the valuation allowance.
13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
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Westell is subject to certain market risks, including foreign currency
and interest rates. The Company has foreign subsidiaries in the United Kingdom
and Ireland that develop and sell products and services in those respective
countries. The Company is exposed to potential gains and losses from foreign
currency fluctuations affecting net investments and earnings denominated in
foreign currencies. The Company's future primary exposure is to changes in
exchange rates for the U.S. dollar versus the British pound and the Irish pound.
As of June 30, 2002, the balance in the cumulative foreign currency
translation adjustment account, which is a component of stockholders' equity,
was an unrealized loss of $113,000.
The Company does not have significant exposure to interest rate risk
related to its debt obligations, which are primarily U.S. Dollar denominated.
The Company's market risk is the potential loss arising from adverse changes in
interest rates. As further described in Note 2 to the Consolidated Financial
Statements included herein at Part II, Item 8 of this Annual Report, the
Company's debt consists primarily of a floating-rate bank line-of credit and
subordinated term notes. Market risk is estimated as the potential decrease in
pretax earnings resulting from a hypothetical increase in interest rates of 10%
(i.e. from approximately 6.5% to approximately 7.2%) average interest rate on
the Company's debt. If such an increase occurred, the Company would incur
approximately $130,000 per annum in additional interest expense based on the
average debt borrowed during the twelve months ended June 30, 2002. The Company
does not feel such additional expense is significant.
The Company does not currently use any derivative financial instruments relating
to the risk associated with changes in interest rates.
PART II. OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
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Westell Technologies, Inc. and certain of its officers and directors
have been named in the following class actions:
1. Schumaster v. Westell Technologies, Inc., et al., No. 00C7991 (filed
December 26, 2000);
2. Barton v. Westell Technologies, Inc., et al., No. 00C7765 (filed
December 12, 2000);
3. Hoffman v. Westell Technologies, Inc., et al., No. 00C7624 (filed
December 4, 2000);
4. PAS Mgmt. & Consulting Serv., Inc. v. Westell Technologies, Inc., et
al., No. 00C7605 (filed December 4, 2000);
5. Abdelnour v. Westell Technologies, Inc., et al., No. 00C7308 (filed
November 20, 2000);
6. Feinstein v. Westell Technologies, Inc., et al., No. 00C7247 (filed
November 16, 2000);
7. Lefkowitz v. Westell Technologies, Inc., et al., No. 00 C 6881 (filed
November 2, 2000);
8. Greif v. Westell Technologies, Inc., et al., No. 00 C 7046 (filed
November 8, 2000);
9. Seplow v. Westell Technologies, Inc., et al., No. 00 C 7019 (filed
November 7, 2000);
10. Llanes v. Westell Technologies, Inc., et al., No. 00 C 6780 (filed
October 30, 2000); and
11. Bergh v. Westell Technologies, Inc., et al., No. 00 C 6735 (filed
October 27, 2000).
Each of these cases was filed in the United States District Court for the
Northern District of Illinois and alleges generally that the defendants violated
the antifraud provisions of the federal securities laws by allegedly issuing
material false and misleading statements and/or allegedly omitting material
facts necessary to make the statements made not misleading thereby allegedly
inflating the price of Westell stock for certain time periods. Each of these
cases allegedly arises from the same set of operative facts and seeks the same
relief -- damages allegedly sustained by plaintiffs and the class by reason of
the acts and transactions alleged in the complaints as well as interest on any
damage award, reasonable attorneys' fees, expert fees, and other costs.
On January 11, 2001 Judge George W. Lindbergh of the federal district
court for the Northern District of Illinois consolidated these cases into one
lawsuit, captioned In re Westell Technologies, Inc., No 00 C 6735 (filed
February 1, 2001). The parties are engaged in discovery and settlement
negotiations. The case is set for trial on November 3, 2003.
Certain of Westell Technologies, Inc.'s officers and directors have
been named in the following derivative actions:
14
1. The Ceyda Foundation Trust v. Zionts, et al, No. 01C2826 (filed April 20,
2001);
2. Vukovich v. Zionts, et al., No. 18647 (filed January 26, 2001);
3. Dollens v. Zionts, et al., No. 18533 NC (filed December 4, 2000); and
4. Rothchild v. Zionts, et al., No. 01LK259.
On December 4, 2001, these cases were consolidated in the United
District Court for the Northern District of Illinois. Each case alleges
generally that the defendants issued material false and misleading statements
and/or allegedly omitted material facts necessary to make the statements made
not misleading thereby inflating the price of Westell stock for certain time
periods, engaged in insider trading, misappropriated corporate information, and
beached their fiduciary duties to the Company's shareholders. Each case
allegedly arises from the same set of operative facts and seeks the same relief
- -- damages allegedly sustained by the Company by reason of the acts and
transactions alleged in the complaints, a constructive trust for the amount of
profits the individual defendants made on insider sales, reasonable attorneys'
fees, expert fees, and other costs. The Court appointed Dollens and Vukovich as
lead plaintiffs. On January 15, 2002, defendants filed a motion to dismiss the
consolidated derivative action. There has been no ruling yet on the motion to
dismiss. The parties are engaged in discovery and settlement negotiations. The
case is set for trial on November 3, 2003. On July 24, 2002, Judge Lefkow
granted in part and denied in part defendants' motion to dismiss the complaint.
The Court dismissed those portions of the complaint based on an alleged breach
of the duty of care or based on any alleged misrepresentations or omissions,
except as to Defendant Zionts. The Court also dismissed the claims for damages
based on exposure to defending the related class action and loss of Westell's
integrity in the market and goodwill. Accordingly, the Court essentially limited
the case to allegations of insider trading and damages from the profits from
insider trading.
The Company was named in a declaratory judgment action in the Circuit
Court of DuPage County, Wheaton, Illinois entitled WTI (IL) QRS 12-36, Inc.
("Landlord") vs. Westell, Inc. and Westell Technologies, Inc. Landlord is the
lessor of the Company's leased facilities in Aurora, Illinois. The covenants
under the lease agreement incorporate the covenants under the Company's credit
facility. Any amendments to the credit facility are deemed accepted by Landlord
as long as Landlord receives a corresponding fee based upon any amendment
consideration paid to the lenders by the Company. Landlord claims that it is
entitled to additional consideration in connection with the June 29, 2001
amendment due to the Penny family trusts' guarantee entered into on that date,
that it is thus not bound by the amendments on that date, and that the Company
is therefore in breach of its covenants under the lease. Landlord seeks
declaratory judgment that Landlord is due a $4,981,3000 secured guaranty by the
Penny family members, and that Landlord may declare the lease in default and
pursue any defaults remedies available thereunder. The Company has filed a
motion to dismiss on the grounds that the guaranties at issue have been released
by the senior lender.
In the opinion of the Company, although the outcome of any legal
proceedings set forth above cannot be predicted with certainty, the liability of
the Company in connection with its legal proceedings could have a material
effect on the Company's financial position.
In May 2002, the Company filed a patent infringement lawsuit against
HyperEdge Corporation in the U.S. District Court for the Northern District of
Illinois. The complaint charges HyperEdge with infringing Westell's U.S. Patent
Number 5,444,776, which relates to an innovative bridge circuit technology often
used in a network interface unit and seeks injunctive relief and $6 million in
damages.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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Exhibit 99.1 Certification by the Chief Executive Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
Exhibit 99.2 Certification by the Chief Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
WESTELL TECHNOLOGIES, INC.
--------------------------
(Registrant)
DATE: August 14, 2002 By: E. VAN CULLENS
---------------
E. VAN CULLENS
Chief Executive Officer
By: NICHOLAS C. HINDMAN
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NICHOLAS C. HINDMAN
Chief Financial Officer