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UNITED STATES
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 September 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)
(630) 898-2500
Registrant's telephone number, including area code
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 .
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class A Common Stock, $0.01 Par Value - 45,907,065 shares at November 1, 2002
Class B Common Stock, $0.01 Par Value - 19,014,869 shares at November 1, 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 September 30, 2002 (unaudited)
Condensed Consolidated Statements of Operations (unaudited) 4
- Three months ended September 30, 2001 and 2002
- Six months ended September 30, 2001 and 2002
Condensed Consolidated Statements of Cash Flows (unaudited) 5
- Six months ended September 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 10
Item 3. Quantitative and Qualitative disclosures about market risks 15
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports on Form 8-K 17
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. Our actual results may
differ from these forward-looking statements. Westell Technologies, Inc.
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.
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, September 30,
2002 2002
---------------- ----------------
(unaudited)
(in thousands)
Current assets:
Cash and cash equivalents........................................... $6,687 $8,358
Accounts receivable (net of allowance of $1,531 and $1,290,
respectively)....................................................... 25,266 28,559
Inventories......................................................... 18,174 13,807
Prepaid expenses and other current assets........................... 2,169 1,439
Deferred income tax asset........................................... 7,830 7,830
Land held for sale.................................................. 2,052 -
---------------- ----------------
Total current assets............................................ 62,178 59,993
---------------- ----------------
Property and equipment:
Machinery and equipment............................................. 45,148 44,193
Office, computer and research equipment............................. 30,873 26,984
Leasehold improvements.............................................. 7,634 7,711
---------------- ----------------
83,655 78,888
Less accumulated depreciation and amortization...................... 54,029 54,679
----------------
----------------
Property and equipment, net........................................ 29,626 24,209
---------------- ----------------
Goodwill and intangibles, net......................................... 16,312 15,534
Deferred income tax asset and other assets............................ 18,037 17,809
----------------
----------------
Total assets.................................................... $ 126,153 $117,545
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................... $15,702 $13,893
Accrued expenses.................................................... 16,105 11,816
Notes payable....................................................... - 27,252
Accrued compensation................................................ 2,374 2,005
Current portion of long-term debt................................... 11,186 11,137
---------------- ----------------
Total current liabilities.......................................... 45,367 66,103
---------------- ----------------
Long-term debt........................................................ 39,469 7,852
Other long-term liabilities........................................... 5,044 6,151
---------------- ----------------
Total liabilities.................................................. 89,880 80,106
---------------- ----------------
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
September 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, 2002 and
September 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) (107)
Accumulated deficit................................................... (328,723) (327,468)
---------------- ----------------
Total stockholders' equity...................................... 36,273 37,439
---------------- ----------------
Total liabilities and stockholders' equity.................... $ 126,153 $ 117,545
================ ================
The accompanying notes are an integral part of these Condensed
Consolidated Financial Statements.
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
September 30, September 30,
---------------------------- ----------------------------
2001 2002 2001 2002
------------ ------------ ------------ ------------
(unaudited) (in
thousands, except
per share data)
Equipment sales............................... $ 46,319 $ 46,235 $ 96,527 $ 85,265
Services...................................... 13,102 9,936 26,193 20,711
------------ ------------ ------------ ------------
Total revenues.............................. 59,421 56,171 122,720 105,976
Cost of equipment sales....................... 40,637 32,717 83,743 61,673
Cost of services.............................. 8,579 6,984 16,454 13,822
------------ ------------ ------------ ------------
Total cost of goods sold.................... 49,216 39,701 100,197 75,495
------------ ------------ ------------ ------------
Gross margin............................... 10,205 16,470 22,523 30,481
Operating expenses:
Sales and marketing......................... 4,806 4,615 10,720 8,948
Research and development.................... 5,935 4,178 13,925 7,624
General and administrative.................. 6,207 4,126 11,887 8,777
Restructuring............................... 2,200 1,742 2,200 1,742
Goodwill amortization....................... 7,953 389 15,906 778
------------ ------------ ------------ ------------
Total operating expenses.................. 27,101 15,050 54,638 27,869
------------ ------------ ------------ ------------
Operating income (loss)....................... (16,896) 1,420 (32,115) 2,612
Other (income) expense, net................... 16 (61) 273 (111)
Interest expense.............................. 1,208 685 2,567 1,468
------------ ------------ ------------ ------------
Income (loss) before tax benefit.............. (18,120) 796 (34,955) 1,255
Income taxes.................................. -- -- -- --
------------ ------------ ------------ ------------
Net income (loss)............................. $ (18,120) $ 796 $ (34,955) $ 1,255
============ ============ ============ ============
Net income (loss) per common share:...........
Basic............................ $ (0.28) $ 0.01 $ (0.55) $ 0.02
============ ============ ============ ============
Diluted.......................... $ (0.28) $ 0.01 $ (0.55) $ 0.02
============ ============ ============ ============
Weighted average number of common shares
outstanding:................................
Basic............................ 64,846 64,921 63,743 64,921
============ ============ ============ ============
Diluted.......................... 64,846 64,967 63,743 64,969
============ ============ ============ ============
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
September 30,
-----------------------------------------
2001 2002
----------------- -----------------
(unaudited)
(in thousands)
Cash flows from operating activities:
Net income (loss).................................................. $ (34,955) $ 1,255
Reconciliation of net income (loss) to net cash provided by
operating activities:
Depreciation and amortization.................................... 23,217 6,915
Deferred compensation............................................ 24 --
Restructuring ................................................... (279) 105
Loss on sale of fixed assets..................................... 244 111
Changes in assets and liabilities:
Accounts receivable.............................................. (1,243) (3,383)
Inventory........................................................ 28,678 4,367
Prepaid expenses and deposits.................................... 133 730
Other assets..................................................... (255) 228
Accounts payable and accrued expenses............................ (6,291) (5,110)
Accrued compensation............................................. (1,564) (369)
----------------- -----------------
Net cash provided by operating activities..................... 7,709 4,849
----------------- -----------------
Cash flows from investing activities:
Purchases of property and equipment.............................. (6,542) (756)
Proceeds from sale of land, building and equipment............... 932 1,978
----------------- -----------------
Net cash provided by (used in) investing activities........... (5,610) 1,222
----------------- -----------------
Cash flows from financing activities:
Net borrowing (repayment) under revolving promissory notes....... (7,954) 1,162
(Repayment) borrowing of long-term debt and leases payable....... 1,314 (5,576)
Proceeds from the issuance of common stock....................... 5,955 --
----------------- -----------------
Net cash used in financing activities......................... (685) (4,414)
----------------- -----------------
Effect of exchange rate changes on cash............................ 32 14
Net increase in cash.......................................... 1,446 1,671
Cash and cash equivalents, beginning of period..................... 405 6,687
----------------- -----------------
Cash and cash equivalents, end of period........................... $ 1,851 $ 8,358
================= =================
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
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 September 30,
2002, and for all periods presented. The results of operations for the three or
six month periods ended September 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 NET 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 September 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
restructuring cost has been capitalized as part of the purchase of Teltrend Inc.
primarily related to approximately 30 Teltrend Inc. employees involuntarily
terminated. The remaining $0.5 million of the restructuring costs has been
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 costs had been paid leaving a balance of approximately $0.9
million. As of September 30, 2002, $2.3 million of these restructuring costs
have been paid.
The Company recognized a restructuring charge of $6.3 million in fiscal
year 2002. The purpose of the fiscal 2002 restructuring plan was to decrease
costs primarily by a workforce reduction of approximately 200 employees and to
realign the Company's cost structure with the Company's anticipated business
outlook. As of March 31, 2002, $3.0 million of the fiscal 2002 restructuring
costs had been paid leaving a balance of approximately $3.3 million. During the
six months ended September 30, 2002, the Company paid approximately $1.3 million
of these accrued restructuring costs.
The Company recognized a restructuring charge of $1.7 million in
September 2002. This charge included personnel and facility costs related
primarily to the closing of a Conference Plus, Inc. facility. Approximately 25
employees were impacted by this closing. As of September 30, 2002, none of these
costs have been paid.
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Company's restructuring balances and their utilization are
presented in the following table:
Charged Utilized
Balance through through Balance
(in thousands) March 31, September 30, September 30, September 30,
2002 2002 2002 2002
- ----------------------------------------------------------------------------------------------------------
Employee Costs....................... $ 2,039 $ 351 $ 1,298 $ 1,092
Legal, facility & Other Costs........ 2,174 1,391 339 3,226
- ----------------------------------------------------------------------------------------------------------
Total................................ $ 4,213 $ 1,742 $ 1,637 $ 4,318
==========================================================================================================
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 and six-month periods ended September 30, 2001 and
2002, are as follows:
Telecom Telecom
(In thousands) Equipment Services Total
--------- -------- -----
Three months ended September 30, 2001
Revenues.......................... $46,319 $ 13,102 $ 59,421
Operating income (loss)........... (18,541) 1,645 (16,896)
Depreciation and amortization..... 10,571 1,130 11,701
Total assets...................... 248,767 22,626 271,393
Three months ended September 30, 2002
Revenues.......................... $46,235 $ 9,936 $ 56,171
Operating income (loss)........... 2,516 (1,096) 1,420
Depreciation and amortization..... 2,181 1,140 3,321
Total assets...................... 100,131 17,414 117,545
Six months ended September 30, 2001
Revenues.......................... $96,527 $26,193 $ 122,720
Operating income (loss)........... (36,410) 4,295 (32,115)
Depreciation and amortization..... 21,122 2,095 23,217
Total assets...................... 248,767 22,626 271,393
Six months ended September 30, 2002
Revenues.......................... $85,265 $20,711 $105,976
Operating income.................. 2,345 267 2,612
Depreciation and amortization..... 4,638 2,277 6,915
Total assets...................... 100,131 17,414 117,545
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Reconciliation of Operating income (loss) from continuing operations for
the reportable segments to Income (loss) from continuing operations before
income taxes:
Three months ended Six months ended
September 30, September 30,
2001 2002 2001 2002
---- ---- ---- ----
(In thousands)
Operating income (loss) ............................... $ (16,896) $ 1,420 $ (32,115) $ 2,612
Other (income) expense, net............................ 16 (61) 273 (111)
Interest expense....................................... 1,208 685 2,567 1,468
--------- ------- --------- -------
Income (loss) before taxes ............................ $ (18,120) $ 796 $ (34,955) $ 1,255
========= ======== ========= =========
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 expense in fiscal
years 2000, 2001 and 2002 was $1.3 million, $31.8 million and $25.5 million,
respectively. Goodwill amortization included in expense for the three and six
months ended September 30, 2002 was $0.4 million and $0.8 million respectively.
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 Six months ended September
September 30, 30,
----------------------------- -------------------------------
(in thousands, except per share amounts) 2001 2002 2001 2002
------------- ------------ ------------- -------------
Reported Net income (loss).................... $ (18,120) $ 796 $(34,955) $1,255
Add back: Goodwill amortization............... 3,915 7,829
------------- ------------ ------------- -------------
Adjusted Net income (loss).................... $ (14,205) $ 796 $(27,126) $1,255
============= ============ ============= =============
Reported basic and diluted earnings per share. $ (0.28) $0.01 $ (0.55) $0.02
Add back: Goodwill amortization per share..... .06 0.12
------------- ------------ ------------- -------------
Adjusted basic and diluted earnings per share. $ (0.22) $0.01 $ (0.43) $0.02
============= ============ ============= =============
NOTE 6. COMPREHENSIVE INCOME:
The disclosure of comprehensive income (loss), which encompasses net income
(loss) and foreign currency translation adjustments, is as follows:
Three months ended Six months ended September
September 30, 30,
----------------------------- -----------------------------
(in thousands) 2001 2002 2001 2002
------------ ------------ ------------ ------------
Net income (loss)............................. $(18,120) $796 $(34,955) $1,255
Other comprehensive Income (loss)
Foreign currency translation adjustment.. (38) 6 5 (89)
------------ ------------ ------------ ------------
Comprehensive income (loss).................. $(18,158) $802 $(34,950) $1,166
============ ============ ============ ============
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7. INVENTORIES
The components of inventories are as follows:
March 31, September 30,
-------------- ---------------
(in thousands) 2002 2002
-------------- ---------------
Raw material ................................. $ 22,721 $ 13,866
Work in process............................... 39 52
Finished goods................................ 14,889 9,312
Reserve for excess and obsolete inventory and
net realizable value.......................... (19,475) (9,423)
-------------- ---------------
$ 18,174 $ 13,807
============== ===============
NOTE 8. NEW ACCOUNTING PRONOUNCEMENTS
In June 2002, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, effective for exit or disposal
activities initiated after December 31, 2002. The Company's current
restructuring plan, initiated in September of 2002, was not accounted for under
SFAS 146. The Company accrued a pre-tax charge of $1.7 million when Company
management approved the current restructuring plan. If the Company had accounted
for this restructuring plan under SFAS 146, $1.3 million of the $1.7 million
charge would have been recognized as incurred and not accrued in the second
quarter of fiscal 2003.
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(CNE): Westell Customer Networking Equipment
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(CTM): Westell's Carrier Transport and
Multiplexer 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(CSA): Westell Carrier Service Access products enable
telco transmission, maintenance, and troubleshooting of multiple broadband
solutions (telco services such as, DS1, DS3, HDSL2, HDSL4 , DDS and ISDN)
from the customer access point to the serving telco central office.
o OSP, Enclosures & Accessories(OSP): Westell Outside Plant 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.
The Company's services organization provides teleconferencing, multipoint
video conferencing, broadcast fax, and multimedia teleconferencing services to
various customers.
Below is a table that compares equipment and service revenues for the
three and six month periods ended September 30, 2001 with the three and six
month periods ended September 30, 2002 by business unit.
Three Months ended Six months ended
September 30, September 30,
------------------------------ -----------------------------
(in thousands) 2001 2002 2001 2002
-------------- -------------- ------------- --------------
TAP.................... $ 23,268 $ 16,158 $50,172 $31,817
Broadband.............. 23,051 30,077 46,355 53,448
-------------- -------------- ------------- --------------
Total equipment........ 46,319 46,235 96,527 85,265
Services............... 13,102 9,936 26,193 20,711
-------------- -------------- ------------- --------------
Total revenues......... $ 59,421 $ 56,171 $122,720 $105,976
============== ============== ============= ==============
The prices for the products within each market group vary 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.
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. In
RESULT OF OPERATIONS - continued
view of the Company's reliance on the DSL market for revenues and the
unpredictability of orders and pricing pressures, 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.
Revenues. The Company's revenues decreased 5.5% from $59.4 million in the three
months ended September 30, 2001 to $56.2 million in the three months ended
September 30, 2002. This revenue decrease was due to decreased equipment revenue
from the Company's TAP products of $7.1 million and a decrease in teleconference
service revenue of $3.1 million when compared with the same period of the prior
year. Equipment revenue from the Company's Broadband products increased by $7.0
million when compared with the same three-month period of the prior year. The
decrease in revenues from TAP products was due primarily to lower unit volume.
The decrease in service revenue is attributable to a reduction in call minutes
and to a lesser extent, price repression at the Company's subsidiary Conference
Plus, Inc. The increase in revenue from Broadband products is due to higher unit
volume, offset in part by lower unit selling prices.
The Company's revenues decreased 13.6% from $122.7 million in the six months
ended September 30, 2001 to $106.0 million in the six months ended September 30,
2002. This revenue decrease was primarily due to decreased equipment revenue
from the Company's TAP products of $18.3 million when compared with the same
period of the prior year. Equipment revenue from the Company's Broadband
products increased by $7.1 million when compared with the same six-month period
of the prior year. The decrease in revenue from TAP products was due to overall
unit volume decreases and lower unit selling prices. The increase in revenue
from Broadband products is due to earning a one-time product royalty of $1.7
million as well as to higher unit volume, offset in part by lower unit selling
prices. Service revenue decreased in the six month period by $5.5 million when
compared with the same period of the prior year due to a reduction in call
minutes, and to a lesser extent, price repression at the Company's Conference
Plus, Inc. subsidiary.
Gross Margin. Gross margin as a percentage of revenue increased from 17.2% in
the three months ended September 30, 2001 to 29.3% in the three months ended
September 30, 2002 and increased from 18.4% in the six months ended September
30, 2001 to 28.8% in the six months ended September 30, 2002. The increased
margins in the three and six month periods ended September 30, 2002 were
primarily due to reduced material, labor and handling costs of our products,
particularly in our broadband product lines, a reversal of $2.0 million excess
and obsolete inventory reserve, and the recording of a $1.7 million product
royalty. These increases were offset in part by decreased margin dollars
generated by the Company's Conference Plus, Inc. subsidiary. Excluding the
one-time royalty and the reversal of excess and obsolete inventory reserves,
gross margin as a percentage of revenue would have been 25.8% and 25.3% in the
three and six months ended September 30, 2002.
Sales and Marketing. Sales and marketing expenses decreased 4.0%, or $191,000,
to $4.6 million in the three months ended September 30, 2002 and decreased
16.5%, or $1.8 million, to $8.9 million in the six months ended September 30,
2002 when compared to the same period last year. Sales and marketing expenses
increased as a percentage of revenues from 8.1% in the three months ended
September 30, 2001 to 8.2% in the three months ended September 30, 2002. Sales
and marketing expenses decreased as a percentage of revenues from 8.7% in the
six months ended September 30, 2001 to 8.4% in the six months ended September
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 29.6%, or
$1.8 million, to $4.2 million in the three months ended September 30, 2002 and
decreased 45.2%, or $6.3 million, to $7.6 million in the six months ended
September 30, 2002 when compared to the same period last year. Research and
development expenses decreased as a percentage of revenues from 10.0% in the
three months ended September 30, 2001 to 7.4% in the three months ended
September 30, 2002. Research and development expenses also decreased as a
percentage of revenues from 11.3% in the six months ended September 30, 2001 to
7.2% in the six months ended September 30, 2002. The decrease in research and
RESULTS OF OPERATIONS - continued
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 33.5%,
from $6.2 million in the three months ended September 30, 2001 to $4.1 million
in the three months ended September 30, 2002. General and administrative
expenses decreased 26.2%, from $11.9 million in the six months ended September
30, 2001 to $8.8 million in the six months ended September 30, 2002. General and
administrative expenses decreased as a percentage of revenues from 10.4% in the
three months ended September 30, 2001 to 7.3% in the three months ended
September 30, 2002. General and administrative expenses also decreased as a
percentage of revenues from 9.7% in the six months ended September 30, 2001 to
8.3% in the six months ended September 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 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 and $778,000 in the three and six month periods ended
September 30, 2002.
Other (income) expense, net. Other (income) expense, net changed from a loss of
$16,000 in the three months ended September 30, 2001 to income of $61,000 in the
three months ended September 30, 2002 and changed from a loss of $273,000 in the
six months ended September 30, 2001 to income of $111,000 in the six months
ended September 30, 2002. Other (income) expense is primarily comprised of
interest income earned on temporary cash investments and the elimination of
minority interest and unrealized gains or losses on intercompany balances
denominated in foreign currency. The expense for the fiscal 2001 periods was
primarily due to the recognition of foreign currency losses on intercompany
balances.
Interest expense. Interest expense decreased from $1.2 million in the three
months ended September 30, 2001 to $685,000 in the three months ended September
30, 2002 and decreased from $2.6 million in the six months ended September 30,
2001 to $1.5 million in the six months ended September 30, 2002. 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. The reduction in interest expense for the three and six
month periods were due to lower debt and lower interest rates on debt.
Income taxes. There was no benefit or expense for income taxes recorded for
either the three or the six month periods ended September 30, 2001 and 2002. The
Company reversed valuation reserves for the entire expense generated during the
three and six month periods ended September 30, 2002 of $0.5 million and $0.8
million, respectively. The Company will evaluate on a quarterly basis its
ability to utilize deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2002, the Company had $8.4 million in cash and cash
equivalents consisting primarily of federal government agency instruments and
the highest rated grade corporate commercial paper. As of September 30, 2002,
the Company had $5.0 million outstanding under its term loan and $22.3 million
outstanding and $6.3 million available under its secured revolving credit
facility.
The Company's revolving credit facility, as amended, provides for a $5
million non-amortizing term loan and a $30 million asset based 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 $7.3 million. The $7.3 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
RESULTS OF OPERATIONS - continued
certain collateral granted by certain stockholders. Trusts of Robert C. Penny
III and other Penny family members are participants to the amended revolving
credit facility. This credit facility contains covenants regarding EBITDA,
tangible net worth and maximum capital expenditures. The Company was in
compliance with the covenants contained in the credit facility at September 30,
2002. Management expects to be in compliance with the covenants for the term of
the credit facility.
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%.
At September 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 provided cash of $4.8 million in the
six months ended September 30, 2002. This resulted primarily from net income net
of non cash depreciation and amortization and reductions in inventory offset in
part by decreases in accounts payable and accrued expenses and increases in
account receivable.
Capital expenditures for the six month period ended September 30, 2002
were approximately $0.8 million. The Company expects to spend approximately $3.5
million for capital expenditures for the remainder of fiscal year 2003 related
primarily for machinery, computer and research equipment purchases.
At September 30, 2002, the Company's principle sources of liquidity
were $8.4 million of cash and the secured revolving promissory note facility
under which the Company was eligible to borrow up to an additional $6.3 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 $92.4 million at
September 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
- ---------------------------------------------------------------------
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 September 30, 2002, the net balance in the cumulative foreign
currency translation adjustment account, which is a component of stockholders'
equity, was an unrealized loss of $107,000.
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 1 of the Company's 10-K for the
period ended March 31, 2002, the Company's debt consists primarily of a
floating-rate bank line-of credit. 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 6.50% to approximately 7.15%) of the
average interest rate on the Company's debt. If such an increase occurred, the
Company would incur approximately $195,000 per annum in additional interest
expense based on the average debt borrowed during the twelve months ended
September 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.
ITEM 4. CONTROLS AND PROCEDURES.
- ---------------------------------
Our Chief Executive Officer and Chief Financial Officer have concluded, based on
their evaluation within 90 days of the filing date of this report, that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's
rules and forms.
There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
the previously mentioned evaluation.
PART II. OTHER INFORMATION
- --------------------------
ITEM 1. LEGAL PROCEEDINGS
- -------------------------
Westell Technologies, Inc. and certain of its officers and directors
have been named in a class action titled In re Westell Technologies, Inc.
Securities Litigation, No 00 C 6735 (cons. complaint filed February 1, 2001),
filed in the United States District Court for the Northern District of Illinois.
This case is a consolidation of eleven class action cases filed against Westell
and certain of its officers and directors in the United States District Court of
the Northern District of Illinois in 2000. The case 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.
The case claims that, in 2000, certain officers of Westell allegedly reassured
analysts that Westell's sales were on track to meet forecasts for the second
quarter of fiscal 2001, when they knew that Westell was experiencing a
substantial shortfall in second quarter modem sales due to decreased orders from
a major customer, SBC Communications, Inc. The case seeks 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. The parties are engaged in
discovery and settlement negotiations. The case is set for trial on November 3,
2003.
Certain of Westell's officers and directors have been named in
a derivative action titled Dollens and Vukovich v. Zionts, et al., No. 01C2826,
filed August 2, 2001 in the United States District Court for the Northern
District of Illinois. The case is a consolidation of four cases filed against
certain Westell officers and directors in 2000 and 2001. The 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, and misappropriated corporate information.
The allegations in support of the claims are identical to the allegations in the
class action case described above. The case seeks damages allegedly sustained by
Westell by reason of the acts and transactions alleged in the complaint, a
constructive trust for the amount of profits the individual defendants made on
insider sales, reasonable attorneys' fees, expert fees and other costs. The
parties are engaged in discovery and settlement negotiations. The case is set
for trial on November 3, 2003.
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") v. 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 of Westell's credit agreement due to the Penny family trusts'
guarantee entered into on that date. Further, the Landlord claims that it is
therefore not bound by the amendments on that date, and that the Company is
consequently 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 May 2002, the Company filed a patent infringement lawsuit against
HyperEdge Corporation in the U.S. District Court for the Northern District of
Illinois (Civil Action No. 02-C-3496). 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. HyperEdge has filed
affirmative defenses, counterclaims that include unfair competition, laches and
estoppel, and invalidity of the patent claims. The case is currently in
discovery.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDS.
On September 26, 2002, our annual meeting of stockholders was held and the
following matter was voted on:
1. The following individuals were elected to the board of directors to
serve until the 2003 annual meeting of shareholders and thereafter
until their successors are duly elected and qualified:
Nominee Votes For Votes abstained
- ------- --------- ---------------
John W. Seazholtz..................... 115,244,235 457,952
Paul A. Dwyer, Jr..................... 115,243,335 458,852
E. Van Cullens........................ 112,513,793 3,188,394
Robert C. Penny III................... 115,240,435 455,752
Roger L. Plummer...................... 115,241,735 460,452
Thomas A. Reynolds, III............... 115,159,265 542,922
Bernard E. Sergesketter............... 115,243,212 458,974
Melvin J. Simon....................... 115,160,065 542,122
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------
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
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: November 14, 2002
By: E. VAN CULLENS
----------------------
E. VAN CULLENS Chief
Executive Officer
By: NICHOLAS C. HINDMAN
----------------------
NICHOLAS C. HINDMAN
Chief Financial Officer
CERTIFICATIONS
- --------------
I, E. Van Cullens, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Westell
Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 14, 2002
/s/ E. Van Cullens
----------------------------------------
E. Van Cullens
President and Chief Executive Officer
I, Nicholas C. Hindman, Sr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Westell
Technologies, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 14, 2002
/s/ Nicholas C. Hindman, Sr.
----------------------------------------
Nicholas C. Hindman, Sr.
Treasurer, Secretary, Senior Vice
President and Chief Financial Officer