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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File Number 0-27266
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
750 N. COMMONS DRIVE, AURORA, IL 60504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (630) 898-2500
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check or mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
Indicate by check mark whether the registrant is an accelerated filer as defined
by rule 12b-2 of the Act. Yes No X
The number of shares outstanding of each of the issuer's classes of common stock
are:
Class A Common Stock, $0.01 Par Value - 49,183,816 shares at July 25, 2003 Class
B Common Stock, $0.01 Par Value - 17,550,860 shares at July 25, 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, 2003 and June 30, 2003 (unaudited)
Condensed Consolidated Statements of Operations (unaudited) 4
- Three months ended June 30, 2002 and 2003
Condensed Consolidated Statements of Cash Flows (unaudited) 5
- Three months ended June 30, 2002 and 2003
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 16
Item 4. Controls and Procedures 16
PART II OTHER INFORMATION
Item 1. Legal Proceedings 17
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, 2003. 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, June 30,
2003 2003
---------------- ----------------
(unaudited)
(in thousands)
Current assets:
Cash and cash equivalents........................................... $11,474 $13,862
Accounts receivable (net of allowance of $905,000 and $1,369,000
respectively)....................................................... 22,633 23,836
Inventories......................................................... 11,843 12,660
Prepaid expenses and other current assets........................... 1,532 999
Deferred income tax asset........................................... 2,300 2,300
---------------- ----------------
Total current assets............................................ 49,782 53,657
---------------- ----------------
Property and equipment:
Machinery and equipment............................................. 42,819 43,027
Office, computer and research equipment............................. 25,301 25,671
Leasehold improvements.............................................. 7,731 7,746
---------------- ----------------
75,851 76,444
Less accumulated depreciation and amortization...................... 55,417 57,577
---------------- ----------------
Property and equipment, net........................................ 20,434 18,867
---------------- ----------------
Goodwill.............................................................. 6,990 6,990
Intangibles, net...................................................... 8,408 8,045
Deferred income tax asset and other assets............................ 23,860 23,829
---------------- ----------------
Total assets.................................................... $ 109,474 $111,388
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................... $11,802 $11,677
Accrued expenses.................................................... 10,775 10,600
Accrued compensation................................................ 4,487 4,998
Current portion of long-term debt................................... 17,057 10,934
---------------- ----------------
Total current liabilities.......................................... 44,121 38,209
Long-term debt........................................................ 17,760 17,268
Other long-term liabilities........................................... 4,100 4,127
---------------- ----------------
Total liabilities............................................. 65,981 59,604
Stockholders' equity:
Class A common stock, par $0.01....................................... 460 491
Authorized - 109,000,000 shares
Issued and outstanding - 45,966,440 shares at March 31, 2003
and 49,058,629 shares at June 30, 2003
Class B common stock, par $0.01....................................... 190 176
Authorized - 25,000,000 shares
Issued and outstanding - 19,014,869 shares at March 31, 2003
and 17,550,860 shares at June 30, 2002
Preferred stock, par $0.01............................................ -- --
Authorized - 1,000,000 shares
Issued and outstanding - none
Deferred compensation................................................. 46 --
Additional paid-in capital............................................ 364,661 368,490
Treasury stock at cost - 93,000 shares................................ (247) (247)
Cumulative translation adjustment..................................... (168) (273)
Accumulated deficit................................................... (321,449) (316,853)
---------------- ----------------
Total stockholders' equity...................................... 43,493 51,784
---------------- ----------------
Total liabilities and stockholders' equity.................... $ 109,474 $ 111,388
================ ================
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
June 30,
---------------------------------------
2002 2003
---------------- ---------------
(unaudited)
(in thousands, except per share data)
---------------------------------------
Equipment revenue............................. $ 39,030 $ 43,706
Service revenue............................... 10,775 11,580
---------------- ---------------
Total revenues.............................. 49,805 55,286
Cost of equipment sales....................... 28,956 28,261
Cost of services.............................. 6,838 6,755
---------------- ---------------
Cost of goods sold.......................... 35,794 35,016
---------------- ---------------
Gross margin............................... 14,011 20,270
Operating expenses:
Sales and marketing......................... 4,333 5,426
Research and development.................... 3,446 4,435
General and administrative.................. 4,651 5,134
Intangible amortization..................... 389 364
---------------- ---------------
Total operating expenses.................. 12,819 15,359
---------------- ---------------
Operating profit............................ 1,192 4,911
Other income, net............................. (50) (44)
Interest expense.............................. 783 359
---------------- ---------------
Income before tax benefit..................... 459 4,596
Income taxes.................................. - -
---------------- ---------------
Net income.................................... $ 459 $ 4,596
================ ===============
Net income per common share:
Basic................................ $ 0.01 $ 0.07
================ ===============
Diluted.............................. $ 0.01 $ 0.07
================ ===============
Weighted average number of common shares outstanding:
Basic................................ 64,921 65,495
================ ===============
Diluted.............................. 64,922 69,014
================ ===============
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
4
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
June 30,
-----------------------------------------
2002 2003
----------------- -----------------
(unaudited)
(in thousands)
Cash flows from operating activities:
Net income......................................................... $ 459 $ 4,596
Reconciliation of net income to net cash provided by
(used in) operating activities:
Depreciation and amortization.................................... 3,594 2,469
Loss on sale of fixed assets..................................... 201 --
Changes in assets and liabilities:
Accounts receivable.............................................. (3,267) (1,309)
Inventory........................................................ 3,026 (817)
Prepaid expenses and other current assets........................ (766) 533
Other assets..................................................... -- 32
Accounts payable and accrued expenses............................ (6,700) (287)
Accrued compensation............................................. 406 510
----------------- -----------------
Net cash provided (used) in operating activities.............. (3,047) 5,727
----------------- -----------------
Cash flows from investing activities:
Purchases of property and equipment.............................. (473) (538)
Purchase of subsidiary stock..................................... -- (133)
----------------- -----------------
Net cash used in investing activities......................... (473) (671)
----------------- -----------------
Cash flows from financing activities:
Net borrowing (repayment) under revolving promissory notes....... 5,570 (3,616)
Net repayment of long-term debt and leases payable............... (1,469) (2,866)
Proceeds from the issuance of common stock....................... -- 3,799
----------------- -----------------
Net cash provided (used) in financing activities.............. 4,101 (2,683)
----------------- -----------------
Effect of exchange rate changes on cash............................ -- 15
Net increase in cash.......................................... 581 2,388
Cash and cash equivalents, beginning of period..................... 6,687 11,474
----------------- -----------------
Cash and cash equivalents, end of period........................... $ 7,268 $ 13,862
================= =================
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
5
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
in the United States 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, 2003.
In the opinion of management, the unaudited interim financial
statements included herein reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the Company's consolidated
financial position and the results of operations and cash flows at June 30,
2003, and for all periods presented. The results of operations for the three
month period ended June 30, 2003 are not necessarily indicative of the results
that may be expected for the fiscal year ending March 31, 2004 ("fiscal year
2004").
NOTE 2. COMPUTATION OF INCOME 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 following table sets forth the computation of basic and diluted earnings per
share:
Three months ended June 30,
---------------------------
Dollars in thousands, except per share amounts 2002 2003
------------- ------------
BASIC EARNINGS PER SHARE:
Net income $ 459 $ 4,596
Average basic shares outstanding 64,921 65,495
Basic net income per share $ 0.01 $ 0.07
DILUTED EARNINGS PER SHARE:
Net income $ 459 $ 4,596
Average basic shares outstanding 64,921 65,495
Effect of dilutive securities: stock options 1 3,519
and warrants
------------- ------------
Average diluted shares outstanding 64,922 69,014
------------- ------------
Diluted net income per share $ 0.01 $ 0.07
6
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. RESTRUCTURING CHARGE
The Company recognized restructuring costs of $2.9 million in the three
months ended March 31, 2000. Approximately $2.4 million of the total
restructuring cost had been accrued in connection with the purchase of Teltrend
Inc. and related primarily to the termination of approximately 30 Teltrend Inc.
employees. The remaining $0.5 million of the restructuring costs was 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 June 30, 2003, $2.7 million of these
restructuring costs had been paid leaving a balance of approximately $0.2
million.
The Company recognized a restructuring charge of $6.3 million in fiscal
year 2002. This charge included personnel, facility and certain development
contract costs. 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. During fiscal year 2003, a portion of a leased facility
previously vacated was sublet resulting in a reversal of $0.9 million of
facility lease costs accrued in fiscal 2002. As of June 30, 2003, $4.6 million
of the fiscal 2002 restructuring costs had been paid leaving a balance of
approximately $0.8 million.
The Company recognized a net restructuring expense of $1.7 million
consisting of a charge of $2.6 million offset by an $855,000 reversal in fiscal
year 2003. This charge included personnel and facility costs related primarily
to the closing of a Conference Plus, Inc. facility and personnel and facility
charges at Westell Limited. The reversal relates to a reduction in an accrual
for lease cost due to the sublet of a leased facility previously vacated by
Conference Plus, Inc. in fiscal 2002. Approximately 25 employees were impacted
by these reorganizations. As of June 30, 2003, the Company paid approximately
$0.9 million of these accrued restructuring costs leaving a balance of $1.6
million.
The Company's restructuring accrual balances and activity are presented
in the following table:
Paid in the
Balance quarter ended Balance
(in thousands) March 31, June 30, June 30,
2003 2003 2003
- --------------------------------------------------------------------------------
Employee Costs........... $ 769 $191 $ 578
Legal, facility & Other Costs 2,076 35 2,041
- --------------------------------------------------------------------------------
Total.................... $ 2,845 $226 $ 2,619
================================================================================
7
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4. INTERIM SEGMENT INFORMATION
Westell's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and market strategies. They consist of:
1) A telecommunications equipment manufacturer of local loop access
products, and
2) A multi-point telecommunications service bureau specializing in
audio teleconferencing, multi-point video conferencing, broadcast
fax and multimedia teleconference services.
Performance of these segments is evaluated utilizing revenue, operating
income and total asset measurements. The accounting policies of the segments are
the same as those for Westell Technologies, Inc. Segment information for the
three-month periods ended June 30, 2002 and 2003, are as follows:
Telecom Telecom Consolidated
(in thousands) Equipment Services Total
------------ ------------ ---------
Three months ended June 30, 2002
Revenues........................ $ 39,030 $ 10,775 $ 49,805
Operating income (loss) ........ (171) 1,363 1,192
Depreciation and amortization... 2,407 1,187 3,594
Total assets.................... 101,991 22,346 124,337
Three months ended June 30, 2003
Revenues........................ $ 43,706 $ 11,580 $ 55,286
Operating income ............... 3,671 1,240 4,911
Depreciation and amortization... 1,429 1,040 2,469
Total assets.................... 94,224 17,164 111,388
Reconciliation of Operating income for the reportable segments to
income before income taxes:
Three Months Ended
June 30,
--------------------------------
(in thousands) 2002 2003
------------- ------------
Operating income ..................... $ 1,192 $ 4,911
Other income, net..................... (50) (44)
Interest expense...................... 783 359
------------- ------------
Income before taxes ................. $ 459 $ 4,596
============= ============
NOTE 5. COMPREHENSIVE INCOME
The disclosure of comprehensive income (loss), which encompasses net
loss and foreign currency translation adjustments, is as follows:
Three Months Ended June 30,
-------------------------------
(in thousands) 2002 2003
-------------- ------------
Net income.................................... $ 459 $ 4,596
Other comprehensive income
Foreign currency translation adjustment.. (95) (105)
-------------- ------------
Comprehensive income.......................... $ 364 $ 4,491
============== ============
8
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 6. INVENTORIES
The components of inventories are as follows:
March 31, June 30,
---------------- -------------
(in thousands) 2003 2003
---------------- -------------
Raw material ............................... $ 9,340 $ 8,888
Work in process............................. 4 50
Finished goods.............................. 7,945 8,277
Reserve for excess and obsolete inventory
and net realizable value................ (5,446) (4,555)
---------------- -------------
$ 11,843 $ 12,660
================ =============
NOTE 7. STOCK OPTIONS
The Company has elected to follow Accounting Principle Board Opinion
No. 25 "Accounting for Stock Issued to Employees" (APB No. 25) and related
interpretations in accounting for its employee stock options and awards. Under
APB No. 25, employee stock options are valued using the intrinsic method, and no
compensation expense is recognized since the exercise price of the options
equals or is greater than the fair market value of the underlying stock as of
the date of the grant. The following table shows the effect on net income (loss)
and earnings (loss) per share if the Company had applied the fair value
recognition provisions of FASB Statement NO. 123, "Accounting for Stock Based
Compensation."
Three months ended June
30,
-------------------------
(in thousands, except per-share amounts) 2002 2003
----------- -----------
Net income, as reported ......................................................... $459 $4,596
Stock-based employee compensation expense included in reported net earnings, net
of related tax effects...................................................... -- --
Total stock-based employee compensation expense determined under fair value
based method for all awards, net of related tax effects ..................... (1,276) (902)
----------- -----------
Pro forma net income (loss) ..................................................... $(817) $3,694
Earnings (loss) per common share:
As reported................................................................. $0.01 $0.07
Pro forma ................................................................... $(0.01) $0.06
Earnings (loss) per common share, assuming dilution:
As reported ................................................................. $0.01 $0.07
Pro forma ................................................................... $(0.01) $0.05
The fair value of each option is estimated on the date of grant using
the Black-Scholes option pricing model. The estimate assumes, among other
things, a risk-free interest rate of 2.8%, no dividend yield, expected
volatility of 98% and an expected life of 7 years.
9
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 8. NEW ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities, an Interpretation of Accounting Research Bulletin
(ARB) No. 51 (FIN 46), which requires variable interest entities (commonly
referred to as SPEs) to be consolidated by the primary beneficiary of the entity
if certain criteria are met. FIN 46 is effective immediately for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 became effective for the Company during its first quarter
2004. The Company has not identified any variable interest entities.
In April 2003, the FASB issued Statement of Financial Accounting
Standards No. 149, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities. This statement amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts. FASB No. 149 is effective for contracts entered
into or modified after June 30, 2003. The Company does not expect that the
adoption of this statement will have a material effect on the Company's
financial statements.
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150, Accounting or Certain Financial Instruments with
Characteristics of both Liabilities and Equity. The Company does not expect that
the adoption of this statement will have a material effect on the Company's
financial statements.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATION
- ------------
OVERVIEW
The Company is comprised of two segments: equipment sales and
teleconference services. In the equipment segment, the Company designs,
manufactures, markets and services a broad range of digital and legacy analog
products used by telephone companies and other telecommunications service
providers to deliver broadband services primarily over existing copper telephone
wires that connect end users to a telephone company's central office. The
central office is a telephone company building where subscriber lines are joined
to switching equipment that can connect subscribers to each other. The copper
wires that connect users to these central offices are part of the telephone
companies' networks and are commonly referred to as the local loop or the local
access network.
Through its two broadband access product lines in its equipment
manufacturing 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 two
product lines include:
o Customer Networking Equipment: Westell's Customer Networking Equipment
(CNE) products enable the transport of high-speed data over existing local
telephone lines and allow telecommunications companies to provide
high-speed services using their current copper infrastructure. The
Company's CNE products also enable residential, small business and Small
Office Home Office (SOHO) users to network multiple computers, telephones
and other devices to access the Internet. Digital Subscriber Lines (DSL)
products make up the majority of the revenue in this product group.
o Network Service Access: Westell's Network Service Access (NSA) product
family (formerly known as TAP) consists of manageable and non-manageable
transmission equipment for telephone services, and an array of products
used for connecting telephone wires and cables. Network Interface Units
(NIU) and NIU mounting products make up the majority of revenue from this
product group.
Below is a table that compares equipment and service revenues for the
quarter ended June 30, 2002 with the quarter ended June 30, 2003 by product
line.
Three months ended June 30,
---------------------------------------------
(in thousands) 2002 % 2003 %
--------------------- ----------------------
CNE.................... $ 23,371 46.9% $ 30,160 54.6%
NSA.................... 15,659 31.5% 13,546 24.5%
-------------- --------------
Total equipment........ 39,030 78.4% 43,706 79.1%
Services............... 10,775 21.6% 11,580 20.9%
-------------- --------------
Total revenues......... $ 49,805 $ 55,286
============== ==============
The prices for the products within each product line 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
view of the Company's reliance on the emerging DSL market for growth and the
unpredictability of orders and subsequent revenues, the Company believes that
period to period comparisons of its financial results are not necessarily
meaningful and should not be relied upon as an indication of future performance.
Revenues from NSA 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
The Company's customer base is comprised primarily of the Regional Bell
Operating Companies (RBOCs), independent domestic local exchange carriers and
public telephone administrations located outside the U.S. Due to the stringent
quality specifications of its customers and the regulated environment in which
its customers operate, the Company must undergo lengthy approval and procurement
processes prior to selling its products. Accordingly, the Company must make
significant up-front investments in product and market development prior to
actual commencement of sales of new products. In addition, to remain
competitive, the Company must continue to invest in new product development and
invest in targeted sales and marketing efforts to cover new product lines.
Research and development and sales and marketing expenses decreased in fiscal
2003 as the Company focused its expenditures in these areas on targeted product
areas but the expenditures remained consistent as a percentage of revenue. The
Company was profitable in fiscal year 2003 and has increased spending in fiscal
2004 in operating expenses due primarily to the restoration of annual bonus and
profit sharing programs in the equipment segment of the business. The Company
believes continued investment in operating expenses is required to remain
competitive.
As a result of the recession, the Company has experienced competitive
pricing pressures and less than anticipated sales in both of its business
segments. Telephone companies have reduced spending on low speed NSA
transmission products although the Company believes that spending on Customer
Network Equipment has been impacted to a lesser extent by the economic downturn.
To offset the effects of the recession, in fiscal year 2003, the Company reduced
operating expenses, maintained a lower level of inventory and adjusted its
forecasting process to account for the impact of the recession. In the first
quarter of fiscal 2004, the Company's operating expenses have increased
primarily due to the restoration of annual bonus and profit sharing programs in
the equipment segment of the business. If the recession continues longer than
expected or worsens, then the Company could experience less than anticipated
unit sales and increased inventory balances, which would adversely affect the
Company's business. In addition, in fiscal 2003, the Company's operating results
were negatively impacted by the loss of a significant customer in the Company's
services segment. Additional customer losses or the inability to add new
customers could negatively impact the Company's business and results of
operations.
RESULTS OF OPERATIONS - Period ended June 30, 2003 compared to period ended June
30, 2002
Revenues. The Company's revenues increased 11.0% from $49.8 million in the three
months ended June 30, 2002 to $55.3 million in the three months ended June 30,
2003. This revenue increase was due to increased equipment revenue of $4.7
million and an increase in teleconference service revenue of $805,000. The
increased equipment revenue was due primarily to increased sales of the
Company's broadband products. Revenues from the Company's broadband products, in
the quarter ended June 30, 2003, increased to $30.2 million compared to $23.4
million in the same quarter one year ago. The revenue in the June 30, 2002
quarter includes a one-time product royalty of $1.7 million. The increase in
revenues from broadband products is due primarily to higher unit volume. Revenue
from the Company's NSA products in the equipment segment decreased from $15.7
million in the three months ended June 30, 2002 to $13.5 million in the three
months ended June 30, 2003. The decrease in NSA product revenue is due to
reduced demand resulting from the economic downturn in the telecommunications
industry and the migration by telephone companies to high-speed digital
transmission products. The increase in revenue in the services segment is
attributable to an increase in call minutes at the Company's Conference Plus,
Inc. subsidiary.
Gross Margin. Overall gross margin as a percentage of revenue increased from
28.1% in the three months ended June 30, 2002 to 36.7% in the three months ended
June 30, 2003. Margin in the equipment segment increased from 25.8% in the three
month period ended June 30, 2002 to 35.3% in the three months ended June 30,
2003. The June 30, 2002 margin includes the $1.7 million one-time product
royalty mentioned above. This increase in gross margin percent is due to reduced
material, labor, and handling costs in broadband products. Teleconference
service gross margin increased from 36.5% in the three months ended June 30,
2002 to 41.7% in the three months ended June 30, 2003. This increase in gross
margin percent is due to better overhead utilization gained from increased
revenue. The Company believes that continued pricing pressures and the continued
recession in the telecommunications industry affecting its equipment segment
will adversely impact sales prices and margins in the future. The Company
expects that these anticipated price reductions will be offset in part with
continued cost reductions and efficiencies within manufacturing.
12
Sales and Marketing. Sales and marketing expenses increased 25.2%, from $4.3
million in the three months ended June 30, 2002 to $5.4 million in the three
months ended June 30, 2003. Sales and marketing expenses also increased as a
percentage of revenues from 8.7% in the three months ended June 30, 2002 to 9.8%
in the three months ended June 30, 2003. The increase in sales and marketing
expenses was due an increase of $660,000 in the Company's services segment. This
increase was primarily a result of an increase of 13 sales and marketing
employees. The equipment segment costs increased by $443,000 resulting primarily
from increased salary and commission expense of $353,000. 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. 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.
Research and Development. Research and development expenses increased 28.7%,
from $3.4 million in the three months ended June 30, 2002 to $4.4 million in the
three months ended June 30, 2003. Research and development expenses also
increased as a percentage of revenues from 6.9% in the three months ended June
30, 2002 to 8.0% in the three months ended June 30, 2003. The increase in
research and development expense is primarily a result of $394,000 in expense
recorded for annual bonus and profit sharing plans in the Company's equipment
segment. To a lesser extent, research and development expenses increased 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 increased 10.4%,
from $4.7 million in the three months ended June 30, 2002 to $5.1 million in the
three months ended June 30, 2003. General and administrative expenses, as a
percentage of revenue, was 9.3% in the three months ended June 30, 2003 and June
30, 2002. The increase in general and administrative expenses was due to
recording $442,000 in expense related to annual bonus, profit sharing and
deferred compensation plans in the Company's equipment segment.
Intangible amortization. Intangible assets include product technology related to
the March 17, 2000 acquisition of Teltrend Inc. for 20.2 million shares of class
A common shares valued at $213.6 million. Intangible amortization expense was
$364,000 and $389,000 for the three months ended June 30, 2003 and 2002,
respectively.
Other income, net. Other income, net decreased from $50,000 in the three months
ended June 30, 2002 to $44,000 in the three months ended June 30, 2003. The
income for the period was primarily due to the recognition of foreign currency
gains on intercompany balances.
Interest expense. Interest expense decreased from $783,000 in the three months
ended June 30, 2002 to $359,000 in the three months ended June 30, 2003. The
decrease in interest expense during the current period is a result of lower net
obligations outstanding during the period under promissory notes, capital
leases, and vendor debt.
Income taxes. There was no benefit or provision for income taxes recorded for
both three-month periods ended June 30, 2003 and 2002. The Company will evaluate
on a quarterly basis its ability to utilize deferred tax assets.
13
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2003, the Company had $13.9 million in cash and cash
equivalents consisting primarily of federal government agency instruments and
the highest rated grade corporate commercial paper. At June 30, 2003, the
Company had $16.3 million outstanding and $6.8 million available under its
secured revolving credit facility.
On March 31, 2003, the Company had a revolving credit facility that
provided for maximum borrowings of up to $30 million. This asset based revolving
credit facility provided for total borrowings based upon 85% of eligible
accounts receivable and 30% of eligible inventory not to exceed $6.4 million as
of March 31, 2003. The $6.4 million inventory limitation is reduced by $0.1
million on the first day of each month. The Company also had a $5 million
non-amortizing term loan. Borrowings under this facility provide for the
interest to be paid by the Company at the prime rate plus 1%. The term loan was
secured by, among other things, a security interest in certain collateral
granted by certain stockholders consisting of trusts of Robert C. Penny III and
other family members. Trusts of Robert C. Penny III and other Penny family
members were participants to the amended revolving credit facility. The credit
facility requires the revolving loan to be paid in full before any payments are
applied to the term loan. This credit facility contains covenants regarding
EBITDA, tangible net worth and maximum capital expenditures. The Company was in
compliance with these covenants on June 30, 2003.
On June 26, 2003, the Company amended the revolving credit facility to
remove the $5 million non-amortizing term loan as well as the security interest
granted by certain stockholders. The term on the credit facility was extended to
June 30, 2006. Borrowings under this facility provide for the interest to be
paid by the Company at the prime rate or Libor rate plus 2.5%. The Company paid
a $300,000 restructuring fee to the lenders in connection with this amendment to
the credit facility. Management expects to be in compliance with the covenants
for the term of the debt. Amounts available under the revolving credit facility
at August 5, 2003 were $23.5 million. Due to this amendment, the Company has
classified the entire revolving credit facility as non-current in the March 31,
2003 and June 30, 2003 balance sheets.
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 was 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 August 5, 2003, a total of $8.7 million was
outstanding under the first and second notes. The third note in the amount of
$1.3 million note has been paid in full as of June 4, 2003.
In connection with the Company's management changes implemented at its
subsidiary Conference Plus, Inc., in fiscal 2003, the Company purchased 3.2% of
the outstanding shares of common stock of Conference Plus, Inc. from former
officers of Conference Plus, Inc. for approximately $1.6 million. The purchase
price was based upon the minority interest value set forth in the annual
appraisal of Conference Plus, Inc. obtained by the Company that is completed by
an independent financial advisor. As of June 30, 2003, the Company had paid
$592,000 in cash for these shares with the remainder to be paid over a one to
three year term.
At March 31, 2003 the Company had various operating leases for
facilities and equipment. The total minimum future rental payments are $4.6
million, $3.7 million, $3.5 million, $3.4 million, $3.4 million and $22.6
million for fiscal years 2004, 2005, 2006, 2007, 2008 and thereafter,
respectively.
14
The Company's operating activities provided cash of $5.7 million in the
three months ended June 30, 2003. This resulted primarily from net income,
non-cash depreciation and amortization, offset in part by increases in inventory
and accounts receivable. The increase in inventory was a result of building
ahead of potential demand for broadband products to even the production of
inventory in future months. The increase in accounts receivable is a result of
the timing of sales and collections. The Company also generated $3.8 million
from the issuance of stock as employees exercised stock options in the three
months ended June 30, 2003. The Company believes that its current inventory
level is necessary to satisfy ongoing business operations.
Capital expenditures for the three month period ended June 30, 2003
were approximately $538,000. Approximately $448,000 of the expenditures was in
the equipment segment with $90,000 spent in the services segment. The Company
expects to spend approximately $4.0 million for capital expenditures for the
remainder of fiscal year 2004 related primarily for machinery, computer and
research equipment purchases.
At June 30, 2003, the Company's principle sources of liquidity were
$13.9 million of cash and the secured revolving credit facility under which the
Company was eligible to borrow up to an additional $6.8 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.
In June 2002, the Company retained Robert W. Baird & Company to act as
an advisor on a possible divestiture of the Company's services subsidiary,
Conference Plus, Inc. At this time, the Company is not actively pursuing any
divestiture transactions but may do so in the future if adequate consideration
can be obtained and if the Company has use for the proceeds.
The Company had a deferred tax asset of approximately $82.7 million at
June 30, 2003. The Company has recorded a valuation allowance reserve of $57.5
million to reduce the recorded deferred tax asset to $25.2 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 tax operating losses in past 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 a potential sale of the Company's 91.5% owned
Conference Plus Inc. subsidiary that the Company might pursue depending upon its
strategic plans and cash needs. The estimated gain generated by the sales of
this business would generate sufficient taxable income to offset the recorded
deferred tax assets. The Company obtained an independent appraisal of the value
of the business in the fourth quarter of fiscal year 2003. This appraisal, which
is based on discounted future cash flows, was used in the Company's evaluation
of the recorded net deferred tax assets and it was determined that the tax
planning strategy was sufficient to support the realization of the recorded
deferred income tax assets. On a quarterly basis, management will assess whether
it remains more likely than not that the net deferred tax asset will be
realized. 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, a reduction in the valuation allowance will be
recorded.
CRITICAL ACCOUNTING POLICIES
There were no changes in critical accounting policies during the
quarter.
15
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 June 30, 2003, the balance in the cumulative foreign currency
translation adjustment account, which is a component of stockholders' equity,
was an unrealized loss of $273,000.
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. The Company's debt consists primarily of a floating-rate bank
line-of credit and subordinated term notes. Market risk is estimated as the
potential decrease in pretax earnings resulting from a hypothetical increase in
interest rates of 10% (i.e. from approximately 6.3% to approximately 6.9%)
average interest rate on the Company's debt. If such an increase occurred, the
Company would incur approximately $110,000 per annum in additional interest
expense based on the average debt borrowed during the twelve months ended June
30, 2003. 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
- --------------------------------
The Company's Chief Executive Officer and Chief Financial Officer have reviewed
and evaluated the effectiveness of the Company's disclosure controls and
procedures as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and
15d-15(e) as of the end of the period covered by of this quarterly report on
Form 10-Q (the "Evaluation Date"). Based on their review and evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that, as of
the Evaluation Date, the Company's disclosure controls and procedures were
adequate and effective to ensure that material information relating to the
Company and its consolidated subsidiaries would be made known to them by others
within those entities in a timely manner, particularly during the period in
which this quarterly report on Form 10-Q was being prepared, and that no changes
are required at this time.
16
PART II. OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
- -------------------------
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 this legal proceeding cannot be predicted with
certainty, the liability of the Company in connection with this legal proceeding
would not have a material adverse effect on the Company's financial position and
operating results.
The Company is involved in various other legal proceedings incidental
to the Company's business. Management believes that the outcome of such
proceedings will not have a material adverse effect on our consolidated
operations or financial condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------
Exhibit 31.1 Certification by the Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification by the Chief Financial Officer Pursuant to Pursuant
to Section 302 of the Sarbanes- Oxley Act of 2002
Exhibit 32 Certification by the Chief Executive Officer and 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: August 8, 2003 By: E. VAN CULLENS
---------------
E. VAN CULLENS Chief
Executive Officer
By: NICHOLAS C. HINDMAN, Sr.
------------------------
NICHOLAS C. HINDMAN, Sr.
Chief Financial Officer
18