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 December 31, 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 February 4, 2003
Class B Common Stock, $0.01 Par Value - 19,014,869 shares at February 4, 2003
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 December 31, 2002 (unaudited)
Condensed Consolidated Statements of Operations (unaudited) 4
- Three months ended December 31, 2001 and 2002
- Nine months ended December 31, 2001 and 2002
Condensed Consolidated Statements of Cash Flows (unaudited) 5
- Nine months ended December 31, 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 11
Item 3. Quantitative and Qualitative Disclosures about Market Risks 15
Item 4. Controls and Procedures 15
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.
2
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, December 31,
2002 2002
---------------- ----------------
(unaudited)
(in thousands)
Current assets:
Cash and cash equivalents........................................... $6,687 $6,926
Accounts receivable (net of allowance of $1,531 and $1,049, 25,266 21,903
respectively).......................................................
Inventories......................................................... 18,174 12,583
Prepaid expenses and other current assets........................... 2,169 2,904
Deferred income tax asset........................................... 7,830 7,830
Land held for sale.................................................. 2,052 --
---------------- ----------------
Total current assets............................................ 62,178 52,146
---------------- ----------------
Property and equipment:
Machinery and equipment............................................. 45,148 44,652
Office, computer and research equipment............................. 30,873 26,960
Leasehold improvements.............................................. 7,634 7,719
---------------- ----------------
83,655 79,331
Less accumulated depreciation and amortization...................... 54,029 57,274
---------------- ----------------
Property and equipment, net........................................ 29,626 22,057
---------------- ----------------
Goodwill ............................................................. 5,938 6,770
Intangibles, net...................................................... 10,374 9,207
Deferred income tax asset and other assets............................ 18,037 18,415
---------------- ----------------
Total assets.................................................... $ 126,153 $108,595
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................... $15,702 $12,013
Accrued expenses.................................................... 16,105 10,808
Notes payable....................................................... - 19,904
Accrued compensation................................................ 2,374 2,911
Current portion of long-term debt................................... 11,186 11,737
---------------- ----------------
Total current liabilities.......................................... 45,367 57,373
Long-term debt........................................................ 39,469 5,633
Other long-term liabilities........................................... 5,044 5,952
---------------- ----------------
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
December 31, 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
December 31, 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) (167)
Accumulated deficit................................................... (328,723) (325,210)
---------------- ----------------
Total stockholders' equity...................................... 36,273 39,637
---------------- ----------------
Total liabilities and stockholders' equity.................... $ 126,153 $ 108,595
================ ================
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 Nine Months Ended
December 31, December 31,
------------------------------ ------------------------------
2001 2002 2001 2002
------------- ------------- ------------- -------------
(unaudited)
(in thousands, except per share data)
Equipment sales............................... $ 55,207 $ 39,121 $ 151,734 $ 124,386
Services...................................... 11,805 10,082 37,998 30,793
------------- ------------- ------------- -------------
Total revenues.............................. 67,012 49,203 189,732 155,179
Cost of equipment sales....................... 47,971 28,181 131,714 89,855
Cost of services.............................. 5,655 6,577 22,109 20,399
------------- ------------- ------------- -------------
Total cost of goods sold.................... 53,626 34,758 153,823 110,254
------------- ------------- ------------- -------------
Gross margin............................... 13,386 14,445 35,909 44,925
Operating expenses:
Sales and marketing......................... 4,740 3,535 15,460 12,483
Research and development.................... 3,543 4,097 17,469 11,721
General and administrative.................. 5,555 3,486 17,441 12,263
Restructuring............................... -- 180 2,200 1,922
Goodwill write-down.......................ll 90,500 -- 90,500 --
Goodwill and intangible amortization........ 7,953 389 23,859 1,167
------------- ------------- ------------- -------------
Total operating expenses.................. 112,291 11,687 166,929 39,556
------------- ------------- ------------- -------------
Operating income (loss)....................... (98,905) 2,758 (131,020) 5,369
Other (income) expense, net................... 259 (17) 532 (128)
Interest expense.............................. 1,650 517 4,217 1,984
------------- ------------- ------------- -------------
Income (loss) before taxes ................... (100,814) 2,258 (135,769) 3,513
Income taxes.................................. -- -- -- --
------------- ------------- ------------- -------------
Net income (loss)............................. $ (100,814) $ 2,258 $ (135,769) $ 3,513
============= ============= ============= =============
Net income (loss) per common share:...........
Basic............................ $ (1.55) $ 0.03 $ (2.12) $ 0.05
============= ============= ============= =============
Diluted.......................... $ (1.55) $ 0.03 $ (2.12) $ 0.05
============= ============= ============= =============
Weighted average number of common shares
outstanding:................................
Basic............................ 64,887 64,921 64,125 64,921
============= ============= ============= =============
Diluted.......................... 64,887 64,979 64,125 64,972
============= ============= ============= =============
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
Nine Months Ended
December 31,
-----------------------------------------
2001 2002
----------------- -----------------
(unaudited)
(in thousands)
Cash flows from operating activities:
Net income (loss).................................................. $ (135,769) $ 3,513
Reconciliation of net income (loss) to net cash provided by
operating activities:
Depreciation and amortization.................................... 34,910 0,205
Goodwill write down.............................................. 90,500 --
Deferred compensation............................................ 24 --
Restructuring ................................................... (1,648) (490)
Loss on sale of fixed assets..................................... 204 79
Changes in assets and liabilities:
Accounts receivable.............................................. 1,688 3,215
Inventory........................................................ 38,413 5,590
Prepaid expenses and deposits.................................... (69) (735)
Other assets..................................................... 350 (378)
Accounts payable and accrued expenses............................ (20,777) (7,536)
Accrued compensation............................................. (269) 537
----------------- -----------------
Net cash provided by operating activities..................... 7,557 14,000
----------------- -----------------
Cash flows from investing activities:
Purchases of property and equipment.............................. (7,503) (1,472)
Proceeds from sale of land, building and equipment............... 948 1,977
Purchase of subsidiary stock..................................... -- (256)
Decrease in other assets......................................... (172) --
----------------- -----------------
Net cash provided by (used in) investing activities........... (6,727) 249
----------------- -----------------
Cash flows from financing activities:
Net borrowing (repayment) under revolving promissory notes....... (2,174) (6,187)
Borrowing of long-term debt and leases payable................... 1,371 363
Repayment of long-term debt and leases payable................... (196) (8,134)
Purchase of treasury stock....................................... (8) --
Proceeds from the issuance of common stock....................... 6,000 --
----------------- -----------------
Net cash provided by (used in) financing activities........... 4,993 (13,958)
----------------- -----------------
Effect of exchange rate changes on cash............................ -- (52)
Net increase in cash.......................................... 5,823 239
Cash and cash equivalents, beginning of period..................... 405 6,687
----------------- -----------------
Cash and cash equivalents, end of period........................... $ 6,228 $ 6,926
================= =================
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
5
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 December 31,
2002, and for all periods presented. The results of operations for the three or
nine month periods ended December 31, 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 December 31, 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 and related to the termination of approximately 30 Teltrend Inc.
employees. The remaining $0.5 million of the restructuring costs has been
charged to operations and related to personnel, legal, and other related costs
incurred in order to eliminate redundant employees due to the acquisition of
Teltrend Inc. The goal of 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 December 31, 2002, $2.4 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
nine months ended December 31, 2002, the Company paid approximately $1.4 million
of these accrued restructuring costs.
The Company recognized a restructuring charge of $1.9 million in fiscal
year 2003. 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 December 31, 2002, the Company paid
approximately $0.6 million of these accrued restructuring costs.
The Company's restructuring balances and their utilization are
presented in the following table:
Charged Utilized
Balance through through Balance
(in thousands) March 31, December 31, December 31, December 31,
2002 2002 2002 2002
- ----------------------------------------------------------------------------------------------------------
Employee costs....................... $ 2,039 $ 510 $ 1,897 $ 652
Legal, facility & other costs........ 2,174 1,412 515 3,071
- ----------------------------------------------------------------------------------------------------------
Total................................ $ 4,213 $ 1,922 $ 2,412 $ 3,723
==========================================================================================================
6
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 nine-month periods ended December 31, 2001 and
2002, are as follows:
Telecom Telecom
(In thousands) Equipment Services Total
------------ ------------ ---------
Three months ended December 31, 2001
Revenues.......................... $55,207 $ 11,805 $ 67,012
Operating income (loss) (1)(4).... (101,858) 2,953 (98,905)
Depreciation and amortization..... 10,534 1,159 11,693
Total assets...................... 138,541 23,173 161,714
Three months ended December 31, 2002
Revenues.......................... $39,121 $ 10,082 $ 49,203
Operating income (5).............. 2,229 529 2,758
Depreciation and amortization..... 2,184 1,106 3,290
Total assets...................... 92,899 15,696 108,595
Nine months ended December 31, 2001
Revenues.......................... $151,734 $37,998 $ 189,732
Operating income (loss) (1)(3).... (138,269) 7,249 (131,020)
Depreciation and amortization..... 31,656 3,254 34,910
Total assets...................... 138,541 23,173 161,714
Nine months ended December 31, 2002
Revenues.......................... $124,386 $30,793 $155,179
Operating income (2).............. 4,573 796 5,369
Depreciation and amortization..... 6,822 3,383 10,205
Total assets...................... 92,899 15,696 108,595
(1) Operating income (loss) includes a $90.5 million goodwill impairment
charge related to the Teltrend acquisition in the telecom equipment
segment and a $1.2 million benefit recorded in the period that related
to the resolution of a disputed expense in the telecom services
segment.
(2) Operating income includes a $2 million reversal of reserves primarily
related to excess and obsolete modem inventory and $1.2 million of
intangible amortization in the telecom equipment segment and a
restructuring charge of $1.7 million in the telecom services segment.
(3) Operating income (loss) includes a restructuring charge of $2.2
million and goodwill and intangible amortization of $23.9 million in
the telecom equipment segment.
(4) Operating income (loss) includes $8.0 million of goodwill and
intangible amortization in the telecom equipment segment.
(5) Operating income includes intangible amortization of $389,000 in the
telecom equipment segment.
7
Reconciliation of Operating income (loss) from continuing operations for
the reportable segments to Income (loss) from continuing operations before
income taxes:
Three months ended Nine months ended
December 31, December 31,
2001 2002 2001 2002
---------- ---------- ---------- ----------
(In thousands)
Operating income (loss) ............................... $ (98,905) $ 2,758 $ (131,020) $ 5,369
Other (income) expense, net............................ 259 (17) 532 (128)
Interest expense....................................... 1,650 517 4,217 1,984
---------- ----------- ---------- -----------
Income (loss) before taxes ............................ $ (100,814) $ 2,258 $ (135,769) $ 3,513
========= ======== ========= =========
8
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. 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 Nine months ended December
December 31, 31,
----------------------------- -------------------------------
(In thousands, except per share amounts) 2001 2002 2001 2002
------------- ------------ ------------- -------------
Reported net income (loss).................... $(100,814) $ 2,258 $(135,769) $3,513
Add back: Goodwill amortization............... 3,915 11,745
------------- ------------ ------------- -------------
Adjusted Net income (loss).................... $(96,899) $ 2,258 $(124,024) $3,513
============= ============ ============= =============
Reported basic and diluted earnings per share. $ (1.55) $0.03 $ (2.12) $0.05
Add back: Goodwill amortization per share..... .06 0.19
------------- ------------ ------------- -------------
Adjusted basic and diluted earnings per share. $ (1.49) $0.03 $ (1.93) $0.05
============= ============ ============= =============
Goodwill increased by $0.8 million during the three month period ended December
31, 2002 due to the purchase of common stock of the Conference Plus, Inc.
subsidiary.
As of December 31, 2002, the Company has finite lived intangible assets with an
original carrying value of $32.9 million, accumulated amortization of $20.3
million and impairment expense of $3.4 million. These assets consist of product
technology acquired from Teltrend Inc. on March 17, 2000. At December 31, 2002,
the net carrying value of these assets was $9.2 million. These intangibles are
being amortized over a period of 5 to 7 years. Intangible amortization included
in expense for the three and nine months ended December 31, 2002 was $0.4
million and $1.2 million respectively. The remaining amortization expense for
fiscal 2003 is $0.4 million. The estimated amortization expense for the next
four years is $1.6 million per year.
On December 15, 2002, the Company adopted the Financial Accounting Standards
Board Statements of Interpretation No. 45, Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others. The Interpretation requires certain guarantees to be recorded at fair
value as well as expands disclosure requirements. The adoption of this standard
did not have a material effect on the Company's financial statements or
disclosures.
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 Nine months ended
December 31, December 31,
------------------------------ ------------------------------
(In thousands) 2001 2002 2001 2002
------------- ------------- ------------- -------------
Net income (loss)............................. $(100,814) $2,258 $(135,769) $3,513
Other comprehensive income (loss)
Foreign currency translation adjustment.. 17 (60) 22 (149)
------------- ------------- ------------- -------------
Comprehensive income (loss).................. $(100,797) $2,198 $(135,747) $3,364
============= ============= ============= =============
9
NOTE 7. INVENTORIES
The components of inventories are as follows:
March 31, December 31,
---------------- ---------------
(In thousands) 2002 2002
---------------- ---------------
Raw material ................................. $ 22,721 $ 10,676
Work in process............................... 39 50
Finished goods................................ 14,889 8,082
Reserve for excess and obsolete inventory and net
realizable value.............................. (19,475) (6,225)
---------------- ---------------
$ 18,174 $ 12,583
================ ===============
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.
In December 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for
Stock-Based Compensation Transition and Disclosure. SFAS 148 amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition to SFAS 123's fair value method of accounting for stock-based
employee compensation. SFAS 148 does not require companies to account for
employee stock options using the fair value method but does require additional
footnote disclosures. The Company will adopt these disclosure requirements
beginning in the fourth quarter of fiscal 2003.
The adoption of SFAS 148 will not impact the Company's results of operations.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATION
------------
OVERVIEW
Through its four broadband access product lines in its equipment
manufacturer segment, 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 telephone company 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
telephone company transmission, maintenance, and troubleshooting of
multiple broadband solutions (telephone company services such as, DS1, DS3,
HDSL2, HDSL4 , DDS and ISDN) from the customer access point to the serving
telephone company central office.
o OSP, Enclosures & Accessories(OSP): Westell Outside Plant products and
solutions focus on facilities equipment linking the telephone company'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 tracks revenue from these four product lines by two main
groups: Broadband Products and Telephone company Access Products ("TAP").
Broadband products include CNE and CTM product lines and TAP products include
CSA and OSP product lines.
The Company's services segment provides teleconferencing, multipoint video
conferencing, broadcast fax, and multimedia teleconferencing services to various
customers through its subsidiary called Conference Plus, Inc.
Below is a table that compares equipment and service revenues for the
three and nine month periods ended December 31, 2002 with the three and nine
month periods ended December 30, 2001 by product group.
Three months ended December 31, Nine months ended December 31,
--------------------------------------------- --------------------------------------------
(in thousands) 2001 % 2002 % 2001 % 2002 %
--------------------- ---------------------- -------------------- ---------------------
TAP.................... $ 20,198 30.1% $ 12,771 26.0% $70,370 37.1% $44,588 28.7%
Broadband.............. 35,009 52.2% 26,350 53.6% 81,364 42.9% 79,798 51.4%
-------------- -------------- ------------ --------------
Total equipment........ 55,207 82.4% 39,121 79.5% 151,734 80.0% 124,386 80.1%
Services............... 11,805 17.6% 10,082 20.5% 37,998 20.0% 30,793 19.9%
-------------- -------------- ------------ --------------
Total revenues......... $ 67,012 $ 49,203 $189,732 $155,179
============== ============== ============ ==============
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 and service providers.
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
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
telephone companies 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.
11
RESULTS OF OPERATIONS - Periods ended December 31, 2002 compared to periods
ended December 31, 2001
Revenues. The Company's revenues decreased 26.6% from $67.0 million in the three
months ended December 31, 2001 to $49.2 million in the three months ended
December 31, 2002. This revenue decrease was due to decreased equipment revenue
from the Company's Broadband and TAP products of $8.7 million and $7.4 million
respectively, when compared with the same period of the prior year. The
decreased equipment revenue from the Company's TAP products was due to overall
unit volume decreases. The decreased equipment revenue from the Company's
Broadband products was due a reduction in overall unit selling prices offset in
part by an increase in unit volume. Service revenue decreased in the three month
period by $1.7 million when compared with the same period of the prior year due
to a decrease in call minutes at the Company's Conference Plus, Inc. subsidiary.
The Company's revenues decreased 18.2% from $189.7 million in the nine months
ended December 31, 2001 to $155.2 million in the nine months ended December 31,
2002. This revenue decrease was primarily due to decreased equipment revenue
from the Company's TAP products of $25.8 million, or 36.6%, when compared with
the same period of the prior year. Equipment revenue from the Company's
Broadband products also decreased by $1.6 million, or 1.9%, when compared with
the same nine-month period of the prior year. The decreased equipment revenue in
the Company's TAP products was due to overall unit volume decreases . The
decreased equipment revenue in the Company's Broadband products was due to a
reduction in overall unit selling prices offset in part by an increase in unit
volume. Service revenue decreased in the nine month period by $7.2 million when
compared with the same period of the prior year due to a decrease in call
minutes at the Company's Conference Plus, Inc. subsidiary.
Gross Margin. Gross margin as a percentage of revenue increased from 20.0% in
the three months ended December 31, 2001 to 29.4% in the three months ended
December 31, 2002 and increased from 18.9% in the nine months ended December 31,
2001 to 29.0% in the nine months ended December 31, 2002. The increased margins
in the three and nine month periods ended December 31, 2002 was primarily due to
a reduction in material, labor and handling costs, particularly in our broadband
product lines. The three and nine month period ended December 31, 2001 contained
a $1.2 million benefit related to resolution of a disputed expense in the
Conference Plus Inc. subsidiary. Also impacting the nine month period ended
December 31, 2002 margin was a reversal of $2.0 million related to excess and
obsolete inventory reserves 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 26.6% in the nine month period ended
December 31, 2002. The Company believes that continued pricing pressures
affecting its equipment segment will adversely impact margins in the future. The
Company expects that these anticipated price reductions will be offset in part
with continued cost reductions and efficiencies.
Sales and Marketing. Sales and marketing expenses decreased 25.4%, or $1.2
million, to $3.5 million in the three months ended December 31, 2002 and
decreased 19.3%, or $3.0 million, to $12.5 million in the nine months ended
December 31, 2002 when compared to the same periods last year. The decrease in
sales and marketing expenses during the three and nine month periods was
primarily due to the fiscal 2002 reorganizations, which reduced employee related
expenses and outside consulting expenses. Sales and marketing expenses increased
as a percentage of revenues from 7.1% in the three months ended December 31,
2001 to 7.2% in the three months ended December 31, 2002. Sales and marketing
expenses decreased as a percentage of revenues from 8.1% in the nine months
ended December 31, 2001 to 8.0% in the nine months ended December 31, 2002. The
reduced revenue and expenses in the fiscal 2002 period was the primary cause of
the percentages remaining relatively unchanged from fiscal 2001. The Company
believes that sales and marketing expense in the future will continue to be a
significant percent of revenue and will be required to expand its product lines,
bring new products to market and service customers.
12
RESULTS OF OPERATIONS - continued
Research and Development. Research and development expenses increased 15.6%, or
$0.6 million, to $4.1 million in the three months ended December 31, 2002 when
compared to the same period last year. Research and development expenses
increased as a percentage of revenues from 5.3% in the three months ended
December 31, 2001 to 8.3% in the three months ended December 31, 2002. The
increase in research and development expenses during the three month period was
primarily due to $0.8 million received from a customer to fund engineering
projects in fiscal 2002. Research and development expenses decreased 32.9%, or
$5.7 million, to $11.7 million in the nine months ended December 31, 2002 when
compared to the same period last year. Research and development expenses
decreased as a percentage of revenues from 9.2% in the nine months ended
December 31, 2001 to 7.6% in the nine months ended December 31, 2002. The
decrease in expense is primarily a result of the fiscal 2002 reorganizations,
which reduced employee related expenses and outside consulting expenses. The
Company believes that research and development expense in the future will
continue to be a significant percent of revenue and will be required for the
Company to remain competitive.
General and Administrative. General and administrative expenses decreased 37.2%,
from $5.6 million in the three months ended December 31, 2001 to $3.5 million in
the three months ended December 31, 2002. General and administrative expenses
decreased 29.7%, from $17.4 million in the nine months ended December 31, 2001
to $12.3 million in the nine months ended December 31, 2002. General and
administrative expenses decreased as a percentage of revenues from 8.3% in the
three months ended December 31, 2001 to 7.1% in the three months ended December
31, 2002 and decreased from 9.2% in the nine months ended December 31, 2001 to
7.9% in the nine months ended December 31, 2002. The decrease in general and
administrative expenses was primarily due to cost reductions initiated in the
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 $1.2 million in the three and nine month periods
ended December 31, 2002.
Goodwill write down. After the fiscal 2002 reorganizations, and given the
current and expected market conditions in the T-1 line repeater and low speed
digital data products portion of the business acquired from Teltrend, it became
apparent that the goodwill acquired with the Teltrend acquisition was impaired.
In accordance with its policies, the Company completed an evaluation of the fair
value of the Teltrend long-lived assets (including goodwill) during the quarter
ended December 31, 2001 and reported a $90.5 million non-cash charge to reduce
the carrying value of these assets to their estimated fair value.
Other (income) expense, net. Other (income) expense, net was a loss of $259,000
in the three months ended December 31, 2001 compared to income of $17,000 in the
three months ended December 31, 2002 and was a loss of $532,000 in the nine
months ended December 31, 2001 compared to income of $128,000 in the nine months
ended December 31, 2002. Other (income) expense is primarily comprised of
interest income earned on temporary cash investments, and unrealized gains and
losses on intercompany balances denominated in foreign currency. A loss occurred
in fiscal 2002 due to a strengthening dollar and a income resulted in fiscal
2003 due to a weakening dollar.
Interest expense. Interest expense decreased from $1.7 million in the three
months ended December 31, 2001 to $0.5 million in the three months ended
December 31, 2002 and decreased from $4.2 million in the nine months ended
December 31, 2001 to $2.0 million in the nine months ended December 31, 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
nine 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 nine month periods ended December 31, 2001 and 2002. The
Company reversed valuation reserves for the entire expense generated during the
three and nine month periods ended December 31, 2002 of $1.3 million and $1.8
million, respectively. The Company will continue to evaluate on a quarterly
basis its ability to utilize recorded deferred tax assets.
13
RESULTS OF OPERATIONS - continued
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2002, the Company had $6.9 million in cash and cash
equivalents consisting primarily of federal government agency instruments and
the highest rated grade corporate commercial paper. As of December 31, 2002, the
Company had $5.0 million outstanding under its term loan and $14.9 million
outstanding and $5.6 million available under its secured revolving credit
facility. These amounts are shown as notes payable on the balance sheet.
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 borrowings based upon 85% of eligible accounts receivable and
30% of eligible inventory not to exceed $6.7 million as of December 31, 2002.
The $6.7 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 the prime rate plus 1%. The term loan is secured by,
among other things, a security interest in certain collateral granted by certain
stockholders consisting of trusts of Robert C. Penny III an other family
members. 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 December 31, 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 in the amount of $1.3 million made by the Company and payable to
Solectron Technology SDN BHD was entered into on June 3, 2002 and is payable
monthly over one year. This note was part of the settlement of litigation with
Celsian Technologies, Inc. All three notes bear interest at the prime rate plus
2.5%. As of December 31, 2002, $14.7 million was outstanding under these notes.
In connection with the Company's management changes implemented at its
subsidiary Conference Plus, Inc. (CPI), in December 2002, the Company purchased
2.5% of the outstanding shares of common stock of CPI from former officers of
CPI for approximately $1.3 million. The purchase price was based upon the
minority interest value set forth in the annual appraisal of CPI obtained by the
Company that is completed by an independent financial advisor. As of December
31, 2002, the Company had paid $256,000 for these shares with the remainder to
be paid over a three year term. The transaction resulted in additional goodwill
of approximately $0.8 million.
At December 31, 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, $3.5 million, $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 $14.0 million in
the nine months ended December 31, 2002. This resulted primarily from net income
net, non cash depreciation and amortization, reductions in inventory and
accounts receivable offset in part by decreases in accounts payable and accrued
expenses. The inventory reductions were achieved by selling products throughout
the year that were in inventory at March 31, 2002. The Company believes that its
current inventory level is necessary to satisfy ongoing business operations .
Capital expenditures for the nine month period ended December 31, 2002
were approximately $1.5 million. The Company expects to spend approximately $1.0
million for capital expenditures for the remainder of fiscal year 2003 related
primarily for machinery, computer and research equipment purchases.
At December 31, 2002, the Company's principle sources of liquidity were
$6.9 million of cash and the secured revolving credit facility under which the
Company was eligible to borrow up to an additional $5.6 million based upon
receivables and inventory levels. 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 believes that future cash requirements will be satisfied by cash
generated from operations and its current credit facility for the next twelve
months.
14
RESULTS OF OPERATIONS - continued
The Company had a deferred tax asset of approximately $91.1 million at
December 31, 2002. The Company has recorded a valuation allowance reserve of
$65.7 million to reduce the recorded deferred tax asset to $25.4 million. 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. The tax planning strategy upon which
the Company is relying involves the potential sale of the Company's 91% owned
Conference Plus Inc. subsidiary. The estimated gain generated by the sales of
this business would generate sufficient taxable income to offset the recorded
deferred tax assets. The Company obtains an annual independent appraisal of the
value of the business in the fourth quarter of each fiscal year. This appraisal,
which is based on discounted future cash flows, is used in the Company's
evaluation of the recorded net deferred tax assets. If the appraised value of
Conference Plus, Inc. 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 December 31, 2002, the net balance in the cumulative foreign
currency translation adjustment account, which is a component of stockholders'
equity, was an unrealized loss of $167,000.
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 $226,000 per annum in additional interest
expense based on the average debt borrowed during the twelve months ended
December 31, 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 .
15
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 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 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 2001, 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 December 4, 2001 in the United States District Court for the Northern
District of Illinois. 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 Federal 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 case is a consolidation of four cases
filed against Westell and certain of its officers and directors in 2000 and
2001. The parties are engaged in discovery and settlement negotiations. The case
is set for trial on November 3, 2003.
The action in which the Company was named in the Circuit Court of
DuPage County, Wheaton, Illinois entitled WTI(IL)QRS 12-36, Inc.("Landlord") v.
Westell, Inc.. and Westell Technologies, Inc. was dismissed with prejudice when
the parties reached a settlement agreement in November, 2002. In exchange for
the Company's payment of $625,000, the Landlord released all claims for breach
of covenant against the Company under the lease agreement. As part of this
settlement agreement, the Landlord also waived any financial covenants
incorporated in the Company's lease agreement for a period of ten years ending
on October 31, 2012.
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, under theories of direct
infringement and inducement of infringement by others. Westell seeks injunctive
relief, trebled damages for willful infringement, and attorney fees. HyperEdge
has asserted affirmative defenses and counterclaims that include, but are not
limited to, non-infringement, invalidity, and unfair competition. Westell has
moved to dismiss certain of HyperEdge's counterclaims. Westell's 5,444,776
patent relates to an innovative bridge circuit technology often used in network
interface units. 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.
16
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
17
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: February 14, 2003
By: E. VAN CULLENS
--------------
E. VAN CULLENS
Chief Executive Officer
By: NICHOLAS C. HINDMAN
-------------------
NICHOLAS C. HINDMAN
18