Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Dec. 31, 2013 | Jan. 15, 2014 | Jan. 15, 2014 | |
Class A Common Stock | Class B Common Stock | ||
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Entity Registrant Name | 'WESTELL TECHNOLOGIES INC | ' | ' |
Entity Central Index Key | '0001002135 | ' | ' |
Current Fiscal Year End Date | '--03-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 45,443,602 | 13,937,151 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $69,649 | $88,233 |
Restricted cash | 0 | 2,500 |
Short-term investments | 17,159 | 24,349 |
Accounts receivable (net of allowance of $20 and $10 at December 31, 2013, and March 31, 2013, respectively) | 12,357 | 6,689 |
Inventories | 20,544 | 12,223 |
Prepaid expenses and other current assets | 1,991 | 1,804 |
Assets available-for-sale | 1,044 | ' |
Total current assets | 122,744 | 135,798 |
Property and equipment, gross | 17,689 | 17,336 |
Less accumulated depreciation and amortization | -16,422 | -16,255 |
Property and equipment, net | 1,267 | 1,081 |
Goodwill | 8,025 | 0 |
Intangible assets, net | 17,447 | 5,063 |
Other non-current assets | 435 | 495 |
Total assets | 149,918 | 142,437 |
Current liabilities: | ' | ' |
Accounts payable | 6,471 | 4,126 |
Accrued expenses | 2,535 | 2,957 |
Accrued compensation | 2,994 | 996 |
Contingent consideration | 1,793 | ' |
Deferred revenue | 236 | ' |
Total current liabilities | 14,029 | 8,079 |
Deferred revenue non-current | 738 | ' |
Tax contingency reserve non-current | 40 | 33 |
Contingent consideration non-current | 785 | 2,333 |
Other non-current liabilities | 1,068 | 915 |
Total liabilities | 16,660 | 11,360 |
Commitments and contingencies (Note 10) | ' | ' |
Stockholdersb equity: | ' | ' |
Preferred stock, par $0.01, Authorized - 1,000,000 shares. Issued and outstanding - none | 0 | 0 |
Additional paid-in capital | 408,643 | 406,638 |
Treasury stock at cost b 17,122,170 and 16,969,296 shares at December 31, 2013, and March 31, 2013, respectively | -34,165 | -33,848 |
Cumulative translation adjustment | 608 | 608 |
Accumulated deficit | -242,421 | -242,910 |
Total stockholdersb equity | 133,258 | 131,077 |
Total liabilities and stockholdersb equity | 149,918 | 142,437 |
Class A Common Stock | ' | ' |
Stockholdersb equity: | ' | ' |
Common stock, value | 454 | 450 |
Class B Common Stock | ' | ' |
Stockholdersb equity: | ' | ' |
Common stock, value | $139 | $139 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance | $20 | $10 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 17,122,170 | 16,969,296 |
Class A Common Stock | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 109,000,000 | 109,000,000 |
Common stock, shares outstanding | 45,424,852 | 44,969,841 |
Class B Common Stock | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 13,937,151 | 13,937,151 |
Common stock, shares outstanding | 13,937,151 | 13,937,151 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Income Statement [Abstract] | ' | ' | ' | ' | ||||
Revenue | $25,236 | $8,873 | $77,652 | $28,145 | ||||
Cost of goods sold | 13,001 | 5,783 | 44,218 | 18,833 | ||||
Gross profit | 12,235 | 3,090 | 33,434 | 9,312 | ||||
Operating expenses: | ' | ' | ' | ' | ||||
Sales and marketing | 3,508 | 1,862 | 10,812 | 5,568 | ||||
Research and development | 2,527 | 1,375 | 7,845 | 4,372 | ||||
General and administrative | 3,402 | 2,135 | 10,200 | 6,837 | ||||
Restructuring | 38 | 0 | 273 | 149 | ||||
Intangible amortization | 737 | 234 | 3,588 | 652 | ||||
Total operating expenses | 10,212 | 5,606 | 32,718 | 17,578 | ||||
Operating income (loss) | 2,023 | -2,516 | 716 | -8,266 | ||||
Other income (expense) | -31 | 43 | -63 | 134 | ||||
Income (loss) before income taxes and discontinued operations | 1,992 | -2,473 | 653 | -8,132 | ||||
Income tax benefit (expense) | -38 | 1,295 | -125 | 3,219 | ||||
Net income (loss) from continuing operations | 1,954 | -1,178 | 528 | -4,913 | ||||
Discontinued Operations (Note 14): | ' | ' | ' | ' | ||||
Income (loss) from discontinued operations, net of tax benefit of $0 for the three and nine months ended December 31, 2013, and $990 and $1098 for the three and nine months ended December 31, 2012, respectively | -29 | -787 | -39 | -967 | ||||
Net income (loss) | $1,925 | ($1,965) | $489 | ($5,880) | ||||
Basic net income (loss) per share: | ' | ' | ' | ' | ||||
Basic net income (loss) from continuing operations | $0.03 | ($0.02) | $0.01 | ($0.08) | ||||
Basic net income (loss) from discontinued operations | $0 | ($0.01) | $0 | ($0.02) | ||||
Basic net income (loss) per share | $0.03 | ($0.03) | $0.01 | ($0.10) | ||||
Diluted net income (loss) per share: | ' | ' | ' | ' | ||||
Diluted net income (loss) from continuing operations | $0.03 | ($0.02) | $0.01 | ($0.08) | ||||
Diluted net income (loss) from discontinued operations | $0 | ($0.01) | $0 | ($0.02) | ||||
Diluted net income (loss) per share | $0.03 | ($0.03) | $0.01 | ($0.10) | ||||
Weighted-average number of common shares outstanding: | ' | ' | ' | ' | ||||
Basic | 58,834 | 58,693 | 58,678 | 60,541 | ||||
Effect of dilutive securities: restricted stock, restricted stock units, performance stock units and stock options | 1,816 | [1] | 0 | [1] | 1,087 | [1] | 0 | [1] |
Diluted | 60,650 | 58,693 | 59,765 | 60,541 | ||||
[1] | The Company had 43 thousand and 85 thousand shares represented by options for the three and nine months ended December 31, 2013, respectively, which were not included in the computation of average dilutive shares outstanding because they were anti-dilutive. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Income tax benefit (expense) from discontinued operations | $0 | $0 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 43 | 85 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income (loss) | $1,925 | ($1,965) | $489 | ($5,880) |
Other comprehensive income (loss): | ' | ' | ' | ' |
Foreign currency translation adjustment | ' | ' | ' | -11 |
Total other comprehensive income (loss) | ' | ' | ' | -11 |
Total comprehensive income (loss) | $1,925 | ($1,965) | $489 | ($5,891) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $489 | ($5,880) |
Reconciliation of net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 4,034 | 1,023 |
Stock-based compensation | 1,293 | 1,062 |
Loss (gain) on sale of fixed assets | 3 | -9 |
Restructuring | 273 | 149 |
Deferred taxes | 0 | -3,696 |
Exchange rate loss | 96 | 2 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | -1,614 | 772 |
Inventories | -3,276 | -1,286 |
Prepaid expenses and other current assets | 585 | -1,063 |
Other assets and liabilities | 164 | -241 |
Deferred revenue | -1,989 | -102 |
Accounts payable and accrued expenses | -746 | 1,138 |
Accrued compensation | 1,379 | -74 |
Net cash provided by (used in) operating activities | 691 | -8,205 |
Cash flows from investing activities: | ' | ' |
Maturities of held-to-maturity short-term debt securities | 24,228 | 12,401 |
Maturities of other short-term investments | 3,682 | 5,816 |
Purchases of held-to-maturity short-term debt securities | -19,244 | -24,568 |
Purchases of other short-term investments | -1,476 | -4,417 |
Purchases of property and equipment | -399 | -320 |
Acquisitions, net of cash acquired | -28,945 | -2,524 |
Proceeds from sale or disposal of fixed assets | 0 | 15 |
Changes in restricted cash | 2,500 | 3,347 |
Net cash provided by (used in) investing activities | -19,654 | -10,250 |
Cash flows from financing activities: | ' | ' |
Purchases of treasury stock | -319 | -12,642 |
Proceeds from stock options exercised | 718 | 85 |
Net cash provided by (used in) financing activities | 399 | -12,557 |
Gain (loss) of exchange rate changes on cash | -20 | 3 |
Net increase (decrease) in cash and cash equivalents | -18,584 | -31,009 |
Cash and cash equivalents, beginning of period | 88,233 | 120,832 |
Cash and cash equivalents, end of period | $69,649 | $89,823 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
Description of Business | |
Westell Technologies, Inc. (the “Company”) is a holding company. Its wholly owned subsidiary, Westell, Inc., designs and distributes telecommunications products which are sold primarily to major telephone companies. Noran Tel, Inc. is a wholly owned subsidiary of Westell, Inc. Noran Tel's operations focus on power distribution product development and sales of Westell products in Canada. On April 1, 2013, Westell, Inc. acquired 100% of the outstanding shares of Kentrox, Inc. ("Kentrox"). Kentrox designs and distributes intelligent site management solutions that provide comprehensive monitoring, management and control of any site. The assets and liabilities acquired and the results of operations relating to Kentrox are included in the Company's Condensed Consolidated Financial Statements from the date of acquisition. | |
Sale of Conference Plus, Inc. | |
On December 31, 2011, the Company sold its wholly owned subsidiary, Conference Plus, Inc., including Conference Plus Global Services, Ltd. ("CGPS"), a wholly owned subsidiary of ConferencePlus (collectively, "ConferencePlus") to Arkadin, Inc. for $40.3 million in cash (the “ConferencePlus sale”). Of the total purchase price, $4.1 million was placed in escrow at closing for one year as security for certain indemnity obligations of the Company. The Company subsequently agreed to extend the escrow with a final settlement occurring in the third quarter of fiscal year 2014. During the three months ended December 31, 2012, the Company recorded a contingent liability of $1.5 million, pre-tax, relating to claims raised by Arkadin under the indemnity provisions of the purchase sales agreement. The escrow has been released with $3.0 million returned to the Company and $1.1 million paid to Arkadin. The escrow amount has been classified as Restricted cash on the Condensed Consolidated Balance Sheets as of March 31, 2013. | |
Customer Networking Solutions (CNS) Asset Sale | |
On April 15, 2011, the Company sold certain assets and transferred certain liabilities of the CNS segment to NETGEAR, Inc. for $36.7 million in cash (the “CNS asset sale”). The Company retained a major CNS customer relationship and contract, and also retained the Homecloud product development program. The Company completed the remaining contractually required product shipments under the retained contract in December 2011. | |
As part of the agreement, the Company agreed to indemnify NETGEAR following the closing of the sale against specified losses in connection with the CNS business and generally retain responsibility for various legal liabilities that may accrue. In the three months ended December 31, 2012, the Company resolved, through arbitration, a dispute with NETGEAR regarding an interpretation of the asset purchase agreement covering the CNS asset sale for $0.9 million. Prior to fiscal year 2013, the Company recorded a $0.4 million contingency reserve for this claim at the time of the sale and recorded an additional expense of $0.5 million during the three months ended September 30, 2012. | |
The Company discontinued the operations of the CNS segment in the first quarter of fiscal year 2014. The Condensed Consolidated Statement of Operations for the three and nine months ended December 31, 2012, has been restated to present the operating results of the CNS segment as discontinued operations. The Condensed Consolidated Statements of Cash Flows include discontinued operations. | |
Basis of Presentation and Reporting | |
The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Condensed Consolidated Financial Statements have been prepared using generally accepted accounting principles (GAAP) in the United States for interim financial reporting, and consistent with the instructions of Form 10-Q and Article 10 of Regulation S-X, and accordingly they do not include all of the information and footnotes required in the annual consolidated financial statements and accompanying footnotes. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2013. All intercompany accounts and transactions have been eliminated in consolidation. | |
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 condensed consolidated financial position and the results of operations, comprehensive income (loss) and cash flows at December 31, 2013, and for all periods presented. The results of operations for the periods presented are not necessarily indicative of the results that may be expected for fiscal year 2014. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and that affect revenue and expenses during the period reported. Estimates are used when accounting for the allowance for uncollectible accounts receivable, net realizable value of inventory including excess and obsolete inventory, product warranty accrued, relative selling prices, stock-based compensation, goodwill and intangible asset fair value, depreciation, income taxes, contingent consideration and contingencies, among other things. These estimates are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. | |
Recently Adopted Accounting Pronouncements | |
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). Prior to ASU 2013-11, Topic 740, Income Taxes, did not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The objective of ASU 2013-11 is to eliminate that diversity in practice in the presentation of unrecognized tax benefits in those cases. ASU 2013-11 generally requires that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. Effective for the first quarter of fiscal year 2014, the Company elected the early adoption of this provision with retrospective application. As a result, the Condensed Consolidated Balance Sheet as of March 31, 2013, reflects an adjustment to the previously issued audited financial statements to reclassify $2.7 million of unrecognized tax benefits from tax contingency reserve long-term to deferred income taxes non-current. This balance sheet reclassification had no impact on the historical condensed consolidated statements of operations or accumulated deficit. | |
Update to Significant Accounting Policies | |
A complete description of the Company’s significant accounting policies is discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2013. There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K for the year ended March 31, 2013, except as set forth below. | |
Revenue Recognition and Deferred Revenue | |
The Company's revenue is derived from the sale of products, software, and services. The Company records revenue from product sales transactions when title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, delivery has occurred and/or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. | |
Revenue recognition on equipment where software is incidental to the product as a whole, or where software is essential to the equipment’s functionality and falls under software accounting scope exceptions, generally occurs when products are shipped, risk of loss has transferred to the customer, objective evidence exists that customer acceptance provisions have been met, no significant obligations remain, collection is reasonably assured and warranty can be estimated. | |
Revenue recognition where software that is more than incidental to the product as a whole or where software is sold on a standalone basis is recognized when the software is delivered and ownership and risk of loss are transferred. | |
The Company also recognizes revenue from deployment services, maintenance agreements, training and professional services. Deployment services revenue results from installation of products at customer sites. Deployment services, which generally occur over a short time period, are not services required for the functionality of products, because customers do not have to purchase installation services from the Company, and may install products themselves, or hire third parties to perform the installation services. Revenue for deployment services, training and professional services are recognized upon completion. Revenue from maintenance agreements is recognized ratably over the service period. | |
When a multiple element arrangement exists, the fee from the arrangement is allocated to the various deliverables so that the proper amount can be recognized as revenue as each element is delivered. Based on the composition of the arrangement, the Company analyzes the provisions of the accounting guidance to determine the appropriate model that is applied towards accounting for the multiple element arrangement. If the arrangement includes a combination of elements that fall within different applicable guidance, the Company follows the provisions of the hierarchal literature to separate those elements from each other and apply the relevant guidance to each. | |
If deliverables do not fall within the software revenue recognition guidance, the fair value of each element is established using the relative selling price method, which requires the Company to use vendor-specific objective evidence ("VSOE"), reliable third-party objective evidence or management's best estimate of selling price, in that order. | |
If deliverables fall within the software revenue recognition guidance, the fee is allocated to the various elements based on VSOE of fair value. If sufficient VSOE of fair value does not exist for the allocation of revenue to all the various elements in a multiple element arrangement, all revenue from the arrangement is deferred until the earlier of the point at which such sufficient VSOE of fair value is established or all elements within the arrangement are delivered. If VSOE of fair value exists for all undelivered elements, but does not exist for one or more delivered elements, the arrangement consideration is allocated to the various elements of the arrangement using the residual method of accounting. Under the residual method, the amount of the arrangement consideration allocated to the delivered elements is equal to the total arrangement consideration less the aggregate fair value of the undelivered elements. Using this method, any potential discount on the arrangement is allocated entirely to the delivered elements, which ensures that the amount of revenue recognized at any point in time is not overstated. Under the residual method, if VSOE of fair value exists for the undelivered element, generally maintenance, the fair value of the undelivered element is deferred and recognized ratably over the term of the maintenance contract, and the remaining portion of the arrangement is recognized as revenue upon delivery, which generally occurs upon delivery of the product. | |
The Company’s product return policy allows customers to return unused equipment for partial credit if the equipment is non-custom product, returned within specified time limits, and currently being manufactured and sold. Credit is not offered on returned products that are no longer manufactured and sold. The Company’s reserve for returns is not significant. | |
The Company records revenue net of taxes in accordance with ASC topic 605, Revenue Recognition (“ASC 605”). | |
Reclassification | |
In addition to the balance sheet reclassification for the adoption of ASU 2013-11 disclosed above, certain amounts in the Condensed Consolidated Financial Statements for prior periods have been reclassified to conform to the current period presentation. Previously reported amounts in the Condensed Consolidated Statement of Operations have been restated for the effects of the discontinued operations described in Note 14. The reclassifications related to discontinued operations had no impact on total assets, total liabilities, total stockholders’ equity or net income as previously reported. |
Acquisitions
Acquisitions | 9 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||||||
Business Combination Disclosure [Text Block] | ' | |||||||||||||||||||||||
Acquisitions | ||||||||||||||||||||||||
Kentrox Business Acquisition | ||||||||||||||||||||||||
On April 1, 2013, the Company's wholly-owned subsidiary, Westell, Inc. acquired 100% of the outstanding shares of Kentrox, Inc. ("Kentrox") for a purchase price of $30.0 million in cash, plus a $1.3 million working capital adjustment, pursuant to an agreement dated March 15, 2013. Kentrox is a worldwide leader in intelligent site management solutions, providing comprehensive monitoring, management and control of any site. The machine-to-machine communications Kentrox provides enable service providers, tower operators, and other network operators to reduce operating costs while improving network performance. Kentrox provides solutions to customers in North and South America, Australia, Africa, and Europe. The acquisition was attractive to the Company as it adds a highly complementary product line that is wireless focused, software centric and globally deployed. | ||||||||||||||||||||||||
The Company incurred $0.3 million of related acquisition costs in the fourth quarter of fiscal year 2013 which were reflected in general and administrative costs in the Condensed Consolidated Statement of Operations. | ||||||||||||||||||||||||
The results of Kentrox's operations have been included in the Condensed Consolidated Financial Statements since the date of acquisition and are reported as a separate operating segment. Kentrox contributed $14.7 million and $42.8 million to revenue and $5.2 million and$9.5 million to operating income in the three and nine months ended December 31, 2013, respectively. Operating income reflects amortization of intangibles based on the estimated fair value. | ||||||||||||||||||||||||
The following unaudited summary information is presented on a consolidated pro forma basis as if the Kentrox acquisition had occurred on April 1, 2012. | ||||||||||||||||||||||||
(in thousands) | Nine months ended December 31, 2013 | Nine months ended December 31, 2012 | ||||||||||||||||||||||
Consolidated pro forma revenue | $ | 79,250 | $ | 52,548 | ||||||||||||||||||||
Consolidated pro forma operating income (loss) | $ | 4,660 | $ | (12,400 | ) | |||||||||||||||||||
The pro forma amounts reflect conforming accounting adjustments, amortization of intangibles based on the estimated fair value and the impact of other fair value purchase accounting impacts such as inventory valuation step-up, deferred revenue reduction and the add back of interest expense. The pro forma results are not necessarily indicative of the combined results had the acquisition been completed at April 1, 2012, nor are they indicative of future combined results. | ||||||||||||||||||||||||
In accordance with the acquisition method of accounting for business combinations, the Company preliminarily allocated the total purchase consideration transferred to identifiable tangible and intangible assets acquired and liabilities assumed at the acquisition date based on each element’s estimated fair value with the remaining unallocated amounts recorded as goodwill. Certain estimated values are not yet finalized and are subject to change, which could be significant. Specifically, amounts for deferred taxes are pending finalization of valuation efforts. During the three months ended September 30, 2013, the Company obtained new information regarding the acquisition date fair value of certain assets acquired and liabilities assumed that resulted in a $54,000 increase to goodwill in the quarter. The most significant adjustment was a result of a change in estimate on the life of the trade name, from indefinite to 7 years. The Company expects to finalize these amounts as soon as possible but no later than one year from the acquisition date. Purchased intangibles will be amortized over their respective estimated useful lives. Goodwill represents the expected synergies and other benefits from this acquisition that relate to the Company’s market position, customer relationships and supply chain capabilities. All goodwill recorded on the Kentrox acquisition is expected to be amortized and deductible for U.S. federal and state income tax purposes. | ||||||||||||||||||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed on the April 1, 2013, acquisition date: | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Cash | $ | 2,355 | ||||||||||||||||||||||
Inventory | 5,045 | |||||||||||||||||||||||
Accounts receivable | 4,325 | |||||||||||||||||||||||
Assets available-for-sale | 1,044 | |||||||||||||||||||||||
Other assets | 882 | |||||||||||||||||||||||
Intangible assets | 15,980 | |||||||||||||||||||||||
Deferred revenue | (2,963 | ) | ||||||||||||||||||||||
Accounts payable and accruals | (3,393 | ) | ||||||||||||||||||||||
Goodwill | 8,025 | |||||||||||||||||||||||
Total consideration | $ | 31,300 | ||||||||||||||||||||||
The fair value of intangible assets is as follows: | ||||||||||||||||||||||||
(in thousands) | Fair Value | Life in years | ||||||||||||||||||||||
Backlog | $ | 1,440 | 1 | |||||||||||||||||||||
Customer relationships | 8,960 | 10 | ||||||||||||||||||||||
Trade name | 1,170 | 7 | ||||||||||||||||||||||
Developed technology | 4,410 | 9 | ||||||||||||||||||||||
Total intangible assets | $ | 15,980 | ||||||||||||||||||||||
Intangibles will be amortized over the consumption period based on expected cash flows from the underlying intangible asset. The expected amortization by fiscal year is as follows: | ||||||||||||||||||||||||
(in thousands) | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||
Intangible amortization | $ | 3,268 | $ | 2,390 | $ | 2,107 | $ | 1,857 | $ | 1,654 | $ | 4,704 | ||||||||||||
expense | ||||||||||||||||||||||||
ANTONE Business Acquisition | ||||||||||||||||||||||||
On May 15, 2012, the Company acquired certain assets and liabilities of ANTONE Wireless Corporation (“ANTONE”), including rights to ANTONE products, for $2.5 million cash, subject to an adjustment for working capital, plus contingent cash consideration of up to an additional $3.5 million (the "ANTONE acquisition"). The contingent consideration is based upon profitability of the acquired products for post-closing periods through June 30, 2016, and may be offset by working capital adjustments and indemnification claims. The acquisition included inventories, property and equipment, contract rights, customer relationships, technology, and certain specified operating liabilities that existed at the closing date. ANTONE products include high-performance tower-mounted amplifiers, and cell-site antenna sharing products which are sold through the Company's Westell segment. The acquisition qualified as a business combination and is accounted for using the acquisition method of accounting. | ||||||||||||||||||||||||
The results of ANTONE’s operations have been included in the Condensed Consolidated Financial Statements since the date of acquisition and are reported as part of the Westell segment. | ||||||||||||||||||||||||
In accordance with the acquisition method of accounting for business combinations, the Company allocated the total purchase consideration transferred to identifiable tangible and intangible assets acquired and liabilities assumed at the acquisition date based on each element’s estimated fair value with the remaining unallocated amounts recorded as goodwill. Purchased intangibles are being amortized over their respective estimated useful lives. Goodwill represents the expected synergies and other benefits from this acquisition that relate to the Company’s market position, customer relationships and supply chain capabilities. All goodwill recorded on the ANTONE acquisition is expected to be amortized and deductible for U.S. federal and state income tax purposes. In the fourth quarter of fiscal year 2013, the Company's annual goodwill test concluded that this goodwill, which was evaluated on the basis of the Westell reporting segment as a whole, was impaired and recorded as a charge to Results of Operation in that quarter. | ||||||||||||||||||||||||
The following table summarizes the fair values of the assets and liabilities assumed on the May 15, 2012, acquisition date: | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Inventories | $ | 326 | ||||||||||||||||||||||
Deposit | 3 | |||||||||||||||||||||||
Intangibles | 3,230 | |||||||||||||||||||||||
Liabilities | (612 | ) | ||||||||||||||||||||||
Goodwill | 2,086 | |||||||||||||||||||||||
Net assets acquired | $ | 5,033 | ||||||||||||||||||||||
Cash consideration transferred | $ | 2,524 | ||||||||||||||||||||||
Contingent consideration | 3,038 | |||||||||||||||||||||||
Working capital adjustment (shortfall) | (529 | ) | ||||||||||||||||||||||
Total consideration | $ | 5,033 | ||||||||||||||||||||||
The identifiable intangible assets include $2.8 million designated to technology and $0.4 million designated to customer relationships, each with an estimated useful life of 8 years. The Company calculated values based on the present value of the future estimated cash flows derived from operations attributable to technology and existing customer contracts and relationships. | ||||||||||||||||||||||||
In the three months ended September 30, 2012, the Company recorded a $303,000 warranty obligation for pre-acquisition sales made by ANTONE related to a specific product failure. See Note 7, Product Warranties. Pre-acquisition warranty costs in excess of $25,000 are indemnified by the seller and have been adjusted in the valuation of the contingent consideration. Refer to further discussion of the contingent consideration in Note 12, Fair Value Measurements. |
Restructuring_Charge
Restructuring Charge | 9 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Restructuring Charges [Abstract] | ' | |||||||||||
Restructuring Charge | ' | |||||||||||
Restructuring Charge | ||||||||||||
Kentrox Restructuring | ||||||||||||
In the first quarter of fiscal year 2014, the Company acquired Kentrox and identified redundant employees who will exit the business after a period of time. The Company recognized restructuring expense of $38,000 and $273,000 in the three and nine months ended December 31, 2013, respectively, for retention awards and severance for these transitional employees. The total cost of this action is anticipated to be approximately $276,000. The restructuring is expected to be completed during the fourth quarter of fiscal year 2014. | ||||||||||||
As of December 31, 2013, the unpaid restructuring accrual balance of $77,000 is presented on the Condensed Consolidated Balance Sheet within Accrued compensation. | ||||||||||||
Noran Tel Restructuring | ||||||||||||
In fiscal year 2013, the Company completed the relocation of the majority of its Noran Tel operations in Regina, Canada to the Company's location in Aurora, Illinois, with the intent to optimize operations (the "Noran Tel relocation"). In the nine months ended December 31, 2012, the Company recognized restructuring expense of $149,000 for personnel costs related to severance and other relocation costs for the Noran Tel relocation. There were no related expenses in the three months ended December 31, 2012 or the three and nine months ended December 31, 2013. The total cost of this action was $424,000. The relocation was completed during the quarter ended September 30, 2012. All actions under the Noran Tel relocation are complete and have been paid. | ||||||||||||
Total restructuring charges and their utilization for the nine months ended December 31, 2013, are summarized as follows: | ||||||||||||
(in thousands) | Employee-related | Other costs | Total | |||||||||
Liability at March 31, 2013 | $ | 6 | $ | — | $ | 6 | ||||||
Charged | 273 | — | 273 | |||||||||
Paid | (202 | ) | — | (202 | ) | |||||||
Liability at December 31, 2013 | $ | 77 | $ | — | $ | 77 | ||||||
Interim_Segment_Information
Interim Segment Information | 9 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Interim Segment Information | ' | |||||||||||||
Interim Segment Information | ||||||||||||||
Westell’s Chief Executive Officer is the chief operating decision maker (“CODM”). In the first quarter of fiscal 2014, the Company revised its segment reporting structure to realign internal reporting as a result of the Kentrox acquisition and the discontinued operations of the CNS segment. In the second quarter of fiscal year 2014, the CODM further refined the structure and defined segment profit as gross profit less research and development expenses because of the integration of sales and marketing and general and administrative functions. In order to provide information that is comparable year to year, fiscal 2013 segment information has been restated to reflect the new segment profit measurement and the required reallocation of G&A costs previously allocated to the discontinued CNS segment. The accounting policies of the segments are the same as those for Westell Technologies, Inc. described in the summary of significant accounting policies. | ||||||||||||||
The Company’s two reportable segments are as follows: | ||||||||||||||
Kentrox: The Company's Kentrox segment designs, distributes, markets and services intelligent site management solutions, which provide comprehensive monitoring, management and control of a broad range of devices. The Company's Kentrox products provide a suite of remote monitoring and control devices, which when combined with its Optima management system, provide a comprehensive, bi-directional site management solution. The Kentrox solution addresses customer needs such as power management (generator management, battery, fuel, and rectifier monitoring, tenant power metering, etc.), environmental management (HVAC monitoring, energy monitoring and control, aircraft warning light management, and environmental monitoring), security management (access management, asset tampering, and surveillance), and communications management (microwave and distributed antenna systems management). Customers include major wireless and fixed-line telecommunications carriers, tower providers, cable and broadband network providers, utility companies, and enterprises. Kentrox provides solutions to customers in North and South America, Australia, Africa, and Europe. | ||||||||||||||
Westell: The Company’s Westell product family consists of indoor and outdoor cabinets, enclosures and mountings; power distribution products; network interface devices ("NIDs") for time-division multiplexing/synchronous optical networks ("TDM/SONET") and service demarcation; span powering equipment; copper/fiber connectivity panels; managed Ethernet switches for utility and industrial networks; Ethernet extension devices for providing native Ethernet service handoff in carrier applications; signal conditioning and monitoring products for distributed antenna systems ("DAS"); wireless signal conditioning and monitoring products for cellular networks; tower-mounted amplifiers; multi-carrier power amplifier boosters; cell site antenna-sharing products for cell site optimization; and custom systems integration (“CSI”) services. The Westell segment customer base is highly concentrated and comprised primarily of major telecommunications service providers including local exchange carriers ("LECs") (“telephone companies”), independent operating domestic local exchange carriers ("IOCs"), multiple system operators ("MSOs"), and public telephone administrations located in North America. | ||||||||||||||
Segment information for the three and nine months ended December 31, 2013, and 2012 is set forth below: | ||||||||||||||
Three months ended December 31, 2013 | ||||||||||||||
(in thousands) | Kentrox | Westell | Total | |||||||||||
Revenue | $ | 14,705 | $ | 10,531 | $ | 25,236 | ||||||||
Cost of goods sold | 5,906 | 7,095 | 13,001 | |||||||||||
Gross profit | 8,799 | 3,436 | 12,235 | |||||||||||
Gross margin | 59.8 | % | 32.6 | % | 48.5 | % | ||||||||
Research and development | 912 | 1,615 | 2,527 | |||||||||||
Segment profit | $ | 7,887 | $ | 1,821 | 9,708 | |||||||||
Operating expenses: | ||||||||||||||
Sales and marketing | 3,508 | |||||||||||||
General and administrative | 3,402 | |||||||||||||
Restructuring | 38 | |||||||||||||
Intangible amortization | 737 | |||||||||||||
Operating income (loss) | 2,023 | |||||||||||||
Other income (expense) | (31 | ) | ||||||||||||
Income tax benefit (expense) | (38 | ) | ||||||||||||
Net income (loss) from continuing operations | $ | 1,954 | ||||||||||||
Three months ended December 31, 2012 | ||||||||||||||
(in thousands) | Westell | Total | ||||||||||||
Revenue | $ | 8,873 | $ | 8,873 | ||||||||||
Cost of goods sold | 5,783 | 5,783 | ||||||||||||
Gross profit | 3,090 | 3,090 | ||||||||||||
Gross margin | 34.8 | % | 34.8 | % | ||||||||||
Research and development | 1,375 | 1,375 | ||||||||||||
Segment profit | $ | 1,715 | 1,715 | |||||||||||
Operating expenses: | ||||||||||||||
Sales and marketing | 1,862 | |||||||||||||
General and administrative | 2,135 | |||||||||||||
Restructuring | — | |||||||||||||
Intangible amortization | 234 | |||||||||||||
Operating income (loss) | (2,516 | ) | ||||||||||||
Other income (expense) | 43 | |||||||||||||
Income tax benefit (expense) | 1,295 | |||||||||||||
Net income (loss) from continuing operations | $ | (1,178 | ) | |||||||||||
Nine months ended December 31, 2013 | ||||||||||||||
(in thousands) | Kentrox | Westell | Total | |||||||||||
Revenue | $ | 42,812 | $ | 34,840 | $ | 77,652 | ||||||||
Cost of goods sold | 20,686 | 23,532 | 44,218 | |||||||||||
Gross profit | 22,126 | 11,308 | 33,434 | |||||||||||
Gross margin | 51.7 | % | 32.5 | % | 43.1 | % | ||||||||
Research and development | 2,757 | 5,088 | 7,845 | |||||||||||
Segment profit | $ | 19,369 | $ | 6,220 | 25,589 | |||||||||
Operating expenses: | ||||||||||||||
Sales and marketing | 10,812 | |||||||||||||
General and administrative | 10,200 | |||||||||||||
Restructuring | 273 | |||||||||||||
Intangible amortization | 3,588 | |||||||||||||
Operating income (loss) | 716 | |||||||||||||
Other income (expense) | (63 | ) | ||||||||||||
Income tax benefit (expense) | (125 | ) | ||||||||||||
Net income (loss) from continuing operations | $ | 528 | ||||||||||||
Nine months ended December 31, 2012 | ||||||||||||||
(in thousands) | Westell | Total | ||||||||||||
Revenue | $ | 28,145 | $ | 28,145 | ||||||||||
Cost of goods sold | 18,833 | 18,833 | ||||||||||||
Gross profit | 9,312 | 9,312 | ||||||||||||
Gross margin | 33.1 | % | 33.1 | % | ||||||||||
Research and development | 4,372 | 4,372 | ||||||||||||
Segment profit | $ | 4,940 | 4,940 | |||||||||||
Operating expenses: | ||||||||||||||
Sales and marketing | 5,568 | |||||||||||||
General and administrative | 6,837 | |||||||||||||
Restructuring | 149 | |||||||||||||
Intangible amortization | 652 | |||||||||||||
Operating income (loss) | (8,266 | ) | ||||||||||||
Other income (expense) | 134 | |||||||||||||
Income tax benefit (expense) | 3,219 | |||||||||||||
Net income (loss) from continuing operations | $ | (4,913 | ) | |||||||||||
Asset information, although available, is not reported to or used by the CODM. |
Inventories
Inventories | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory, Net [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories are stated at the lower of first-in, first-out cost or market value. The components of inventories are as follows: | ||||||||
(in thousands) | December 31, 2013 | 31-Mar-13 | ||||||
Raw materials | $ | 9,347 | $ | 6,252 | ||||
Finished goods and sub-assemblies | 11,197 | 5,971 | ||||||
Total inventories | $ | 20,544 | $ | 12,223 | ||||
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||
Stock-Based Compensation | ||||||||||||||||
The following table is a summary of total stock-based compensation resulting from stock options, restricted stock, restricted stock units (“RSUs”) and performance stock units ("PSUs"), excluding the impact of discontinued operations, during the three and nine months ended December 31, 2013, and 2012: | ||||||||||||||||
Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Stock-based compensation expense | $ | 553 | $ | 326 | $ | 1,293 | $ | 1,044 | ||||||||
Income tax expense | — | — | — | — | ||||||||||||
Total stock-based compensation expense after taxes | $ | 553 | $ | 326 | $ | 1,293 | $ | 1,044 | ||||||||
The stock option, restricted stock and restricted stock unit awards granted in the nine months ended December 31, 2013, vest in equal annual installments over four years. PSUs earned vest over the performance period, as described below. | ||||||||||||||||
Stock Options | ||||||||||||||||
Stock option activity for the nine months ended December 31, 2013 is as follows: | ||||||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate | |||||||||||||
Exercise Price Per | Remaining | Intrinsic Value (a) (in | ||||||||||||||
Share | Contractual Term | thousands) | ||||||||||||||
(in years) | ||||||||||||||||
Outstanding on March 31, 2013 | 2,114,446 | $ | 2.07 | 2.8 | $ | 868 | ||||||||||
Granted | 630,000 | 2.45 | ||||||||||||||
Exercised | (395,885 | ) | 1.81 | |||||||||||||
Forfeited | (7,333 | ) | 1.57 | |||||||||||||
Expired | (94,100 | ) | 5.62 | |||||||||||||
Outstanding on December 31, 2013 | 2,247,128 | $ | 2.08 | 3.5 | $ | 4,465 | ||||||||||
(a) | The intrinsic value for the stock options is calculated based on the difference between the exercise price of the underlying awards and the average of the high and low Westell Technologies’ stock price as of the reporting date. | |||||||||||||||
The weighted-average fair value of stock options granted during the nine months ended December 31, 2013, was $0.91 per share. | ||||||||||||||||
Restricted Stock | ||||||||||||||||
The following table sets forth restricted stock activity for the nine months ended December 31, 2013: | ||||||||||||||||
Shares | Weighted-Average | |||||||||||||||
Grant Date Fair | ||||||||||||||||
Value | ||||||||||||||||
Non-vested as of March 31, 2013 | 738,500 | $ | 1.65 | |||||||||||||
Granted | 90,000 | 2.33 | ||||||||||||||
Vested | (348,000 | ) | 1.49 | |||||||||||||
Forfeited | (63,000 | ) | 1.43 | |||||||||||||
Non-vested as of December 31, 2013 | 417,500 | $ | 1.95 | |||||||||||||
RSUs | ||||||||||||||||
The following table sets forth the RSU activity for the nine months ended December 31, 2013: | ||||||||||||||||
Shares | Weighted-Average | |||||||||||||||
Grant Date Fair | ||||||||||||||||
Value | ||||||||||||||||
Non-vested as of March 31, 2013 | 875,000 | $ | 2.68 | |||||||||||||
Granted | 752,000 | 2.72 | ||||||||||||||
Vested | (185,000 | ) | 2.74 | |||||||||||||
Forfeited | (156,000 | ) | 2.67 | |||||||||||||
Non-vested as of December 31, 2013 | 1,286,000 | $ | 2.66 | |||||||||||||
PSUs | ||||||||||||||||
PSUs vest in annual increments based on the achievement of pre-established Company performance goals and continued employment. The number of PSUs earned, if any, can range between 0% to 200% of the target amount, depending on actual performance for fiscal years 2014 through 2017. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis. | ||||||||||||||||
The following table sets forth the PSU activity for the nine months ended December 31, 2013: | ||||||||||||||||
Shares | Weighted-Average Grant Date Fair Value | |||||||||||||||
Non-vested as of March 31, 2013 | — | $ | — | |||||||||||||
Granted, at target | 285,000 | 2.45 | ||||||||||||||
Vested | — | — | ||||||||||||||
Forfeited | — | — | ||||||||||||||
Non-vested as of December 31, 2013 | 285,000 | $ | 2.45 | |||||||||||||
Product_Warranties
Product Warranties | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Product Warranties Disclosures [Abstract] | ' | |||||||||||||||
Product Warranties | ' | |||||||||||||||
Product Warranties | ||||||||||||||||
Most of the Company’s products carry a limited warranty ranging up to seven years for the products within the Westell segment and typically one year for products within the Kentrox segment. The specific terms and conditions of those warranties vary depending upon the customer and the products sold. Factors that enter into the estimate of the Company’s warranty reserve include: the number of units shipped, anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the reserve as necessary. The current portions of the warranty reserve were $284,000 and $94,000 as of December 31, 2013, and March 31, 2013, respectively, and are presented on the Condensed Consolidated Balance Sheets as Accrued expenses. The non-current portions of the warranty reserve were $73,000 and $58,000 as of December 31, 2013, and March 31, 2013, respectively, and are presented on the Condensed Consolidated Balance Sheets in Other non-current liabilities. | ||||||||||||||||
In the nine months ended December 31, 2012, the Company recorded a $303,000 warranty obligation for pre-acquisition sales made by ANTONE related to a specific product failure. This specific warranty obligation was settled as of June 30, 2013. A corresponding indemnification claim of $303,000 for this warranty obligation was adjusted in the valuation of the contingent consideration related to the ANTONE acquisition (see Notes 2, 10, and 12). | ||||||||||||||||
The following table presents the changes in the Company’s product warranty reserve: | ||||||||||||||||
Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Total product warranty reserve at the beginning of the | $ | 325 | $ | 498 | $ | 152 | $ | 243 | ||||||||
period | ||||||||||||||||
Warranty reserve from business acquisitions | — | — | 54 | 25 | ||||||||||||
Specific pre-acquisition ANTONE product warranty in | — | — | — | 303 | ||||||||||||
excess of acquired limit | ||||||||||||||||
Warranty expense (reversal) | 73 | (11 | ) | 343 | (16 | ) | ||||||||||
Utilization | (41 | ) | (231 | ) | (192 | ) | (299 | ) | ||||||||
Total product warranty reserve at the end of the period | $ | 357 | $ | 256 | $ | 357 | $ | 256 | ||||||||
Variable_Interest_Entity_and_G
Variable Interest Entity and Guarantee | 9 Months Ended |
Dec. 31, 2013 | |
Guarantees [Abstract] | ' |
Equity Method Investment [Text Block] | ' |
Variable Interest Entity and Guarantee | |
The Company, through Kentrox Inc., has a 50% equity ownership in AccessTel Kentrox Australia PTY LTD ("AKA"). AKA distributes network management solutions provided by the Company and the other 50% owner to one customer. The Company holds equal voting control with the other owner. All actions of AKA are decided at the board level by majority vote. The Company evaluated ASC topic 810, Consolidations, and concluded that AKA is a variable interest entity ("VIE"). The Company has concluded that it is not the primary beneficiary of AKA and therefore consolidation is not required. | |
The Company has $0.2 million of accounts receivables due from AKA and $1.0 million of deferred revenue relating to maintenance contracts due to AKA as of December 31, 2013. The Company also has a guarantee for the performance of the other 50% owner in AKA, who primarily provides support and engineering services to the customer. The guarantee will stay in place as long as the contract between AKA and the customer is in place. The Company would have recourse against the other 50% owner in AKA in the event the guarantee is triggered. The Company determined that it could perform on the obligation it guaranteed at a positive rate of return and therefore did not assign value to the guarantee. The Company's exposure to loss as a result of its involvement with AKA, exclusive of lost profits, is limited to the items noted above. |
Income_Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2013 | |
Income Tax Expense (Benefit) [Abstract] | ' |
Income Taxes | ' |
Income Taxes | |
At the end of each interim period, the Company makes its best estimate of the effective tax rate expected to be applicable for the full fiscal year and uses that rate to provide for income taxes on a current year-to-date basis before discrete items. If a reliable estimate cannot be made, the Company may make a reasonable estimate of the annual effective tax rate, including use of the actual effective rate for the year-to-date. The impact of discrete items is recorded in the quarter in which they occur. The Company utilizes the liability method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the enacted tax laws. The Company evaluates the need for valuation allowances on the net deferred tax assets under the rules of ASC 740 Income Taxes. In assessing the realizability of the Company's deferred tax assets, the Company considered whether it is more likely than not that some or all of the deferred tax assets will be realized though the generation of future taxable income. In making this determination, the Company assessed all of the evidence available at the time including recent earnings, forecasted income projections and historical performance. In fiscal year 2013, the Company determined that the negative evidence outweighed the objectively verifiable positive evidence and recorded a full valuation allowance against deferred tax assets. The Company will continue to reassess realizability going forward. | |
The Company recorded $38,000 and $125,000 of income tax expense in the three and nine months ended December 31, 2013, respectively, using an effective income tax rate of 19.1%. The estimate of the annual effective tax rate for the full fiscal year did not result in a reliable estimate for the nine months ended December 31, 2013 and consequently the Company has used the actual effective tax rate for the nine months ended December 31, 2013. The expense resulted primarily from state income tax for Kentrox and a state tax based on gross margin, not pre-tax income. | |
In the three and nine months ended December 31, 2012, the Company recorded a net tax benefit of $1.3 million and $3.2 million, respectively, which resulted from an estimated annual effective tax rate of 39.6% for the fiscal year plus the effects of a discrete item. For the three and nine months ended December 31, 2012, there was $304,000 and $123,000 of discrete tax benefit, respectively, resulting primarily from the deferred state tax impact of estimated changes in state apportionment factors offset by tax shortfalls related to settlements of share-based compensation. An income tax benefit of $1.0 million and $1.1 million was included in discontinued operations for the three and nine months ended December 31, 2012, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Commitments and Contingencies | ' | |||||||||||||||||||||||||||
Commitments and Contingencies | ||||||||||||||||||||||||||||
Obligations | ||||||||||||||||||||||||||||
Future obligations and commitments, which are comprised of future minimum lease payments, inventory purchase obligations, and contingent consideration increased $1.0 million in the nine months ended December 31, 2013, to $20.0 million, from $19.0 million at March 31, 2013. The Kentrox segment accounted for $0.8 million of the increase. The Westell segment increase resulted primarily from cell site and DAS product purchase obligations. | ||||||||||||||||||||||||||||
Purchase obligations consist of inventory that arises in the normal course of business operations. Future obligations and commitments as of December 31, 2013, consisted of the following: | ||||||||||||||||||||||||||||
Payments due within | ||||||||||||||||||||||||||||
(in thousands) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Thereafter | Total | |||||||||||||||||||||
Purchase obligations | $ | 9,297 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 9,297 | ||||||||||||||
Future minimum operating lease | 2,774 | 2,131 | 2,152 | 1,086 | — | — | 8,143 | |||||||||||||||||||||
payments | ||||||||||||||||||||||||||||
Contingent consideration | 1,793 | 785 | — | — | — | — | 2,578 | |||||||||||||||||||||
Future obligations and | $ | 13,864 | $ | 2,916 | $ | 2,152 | $ | 1,086 | $ | — | $ | — | $ | 20,018 | ||||||||||||||
commitments | ||||||||||||||||||||||||||||
Litigation and Contingency Reserves | ||||||||||||||||||||||||||||
The Company and its subsidiaries are involved in various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including patent infringement suits involving technologies that may be incorporated in the Company’s products, which are being handled and defended in the ordinary course of business. These matters are in various stages of investigation and litigation, and they are being vigorously defended. Although the Company does not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations, litigation is inherently unpredictable. Therefore, judgments could be rendered, or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period. The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and it records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. | ||||||||||||||||||||||||||||
As of December 31, 2013, and March 31, 2013, the Company had total contingency reserves of $0.7 million and $1.7 million, respectively, related to certain intellectual property and indemnification claims. The contingency reserves relate to the discontinued operations of ConferencePlus and are classified as Accrued expenses on the Condensed Consolidated Balance Sheets. In the nine months ended December 31, 2013, the Company paid $1.1 million relating to an indemnification claim. | ||||||||||||||||||||||||||||
Additionally, the Company has a contingent cash consideration payable related to the ANTONE acquisition. The ANTONE contingent consideration becomes payable based upon the profitability of the acquired products for post-closing periods through June 30, 2016, and is offset by working capital adjustments and other indemnification claims. The maximum earn-out that could be paid before offsets is $3.5 million. As of December 31, 2013, and March 31, 2013, the fair value of the contingent consideration liability after offsetting a working capital adjustment and an indemnification claim for warranty obligations was $2.6 million and $2.3 million, respectively (see Notes 7 and 12). |
Shortterm_Investments
Short-term Investments | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Short-term Investments [Abstract] | ' | |||||||
Short-term Investments | ' | |||||||
Short-term Investments | ||||||||
The following table presents short-term investments as of December 31, 2013, and March 31, 2013: | ||||||||
(in thousands) | December 31, 2013 | March 31, 2013 | ||||||
Certificates of deposit | $ | 1,476 | $ | 3,682 | ||||
Held-to-maturity, pre-refunded municipal bonds | 15,683 | 20,667 | ||||||
Total short-term investments | $ | 17,159 | $ | 24,349 | ||||
The fair value of investments approximates their carrying amounts due to the short-term nature of these financial assets. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Fair value is defined by ASC 820 as the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: | |||||||||||||||||
• | Level 1 – Quoted prices in active markets for identical assets and liabilities. | ||||||||||||||||
• | Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | ||||||||||||||||
• | Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. | ||||||||||||||||
The Company’s money market funds are measured using Level 1 inputs. The ANTONE contingent consideration described in Note 2 is measured using Level 3 inputs. | |||||||||||||||||
The following table presents financial assets and non-financial liabilities measured at fair value on a recurring basis and their related valuation inputs as of December 31, 2013: | |||||||||||||||||
(in thousands) | Total Fair Value | Quoted Prices in | Significant Other | Significant | Balance Sheet | ||||||||||||
of Asset or | Active Markets | Observable Inputs | Unobservable | Classification | |||||||||||||
Liability | for Identical Assets | (Level 2) | Inputs | ||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 55,878 | $ | 55,878 | — | — | Cash and cash | ||||||||||
equivalents | |||||||||||||||||
Liabilities: | |||||||||||||||||
Contingent consideration, current | $ | 1,793 | — | — | $ | 1,793 | Contingent | ||||||||||
consideration | |||||||||||||||||
Contingent consideration, non- | $ | 785 | — | — | $ | 785 | Contingent | ||||||||||
current | consideration | ||||||||||||||||
non-current | |||||||||||||||||
The following table presents financial assets and liabilities measured at fair value on a recurring basis and their related valuation inputs as of March 31, 2013: | |||||||||||||||||
(in thousands) | Total Fair Value | Quoted Prices in | Significant Other | Significant | Balance Sheet | ||||||||||||
of Asset or | Active Markets | Observable Inputs | Unobservable | Classification | |||||||||||||
Liability | for Identical Assets | (Level 2) | Inputs | ||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 52,849 | $ | 52,849 | — | — | Cash and cash | ||||||||||
equivalents | |||||||||||||||||
Liabilities: | |||||||||||||||||
Contingent consideration, non- | $ | 2,333 | — | — | $ | 2,333 | Contingent | ||||||||||
current | consideration | ||||||||||||||||
non-current | |||||||||||||||||
The fair value of the money market funds approximates their carrying amounts due to the short-term nature of these financial assets. | |||||||||||||||||
In connection with the ANTONE acquisition in the quarter ended June 30, 2012, payment of a portion of the purchase price is contingent upon the profitability of the acquired products for post-closing periods through June 30, 2016, and may be offset by working capital adjustments and other indemnification claims. The Company estimates the fair value of contingent consideration as the present value of the expected payments over the term of the arrangement based on financial forecasts of future profitability of the acquired products, and reaching the forecast. This estimate is subject to ongoing evaluation. The actual cash payment may range from $0 to $2.7 million. | |||||||||||||||||
The fair value measurement of contingent consideration as of December 31, 2013, encompasses the following significant unobservable inputs: | |||||||||||||||||
($ in thousands) | Unobservable Inputs | ||||||||||||||||
Estimated earn-out contingent consideration | $ | 3,500 | |||||||||||||||
Working capital and other adjustment | (444 | ) | |||||||||||||||
Indemnification related to warranty claims | (303 | ) | |||||||||||||||
Discount rate | 7.5 | % | |||||||||||||||
Approximate timing of cash flows | 1.86 years | ||||||||||||||||
The following table summarizes contingent consideration activity: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Balance as of March 31, 2013 | $ | 2,333 | |||||||||||||||
Contingent consideration – payments | — | ||||||||||||||||
Contingent consideration – change in fair value in G&A expense | 245 | ||||||||||||||||
Balance as of December 31, 2013 | $ | 2,578 | |||||||||||||||
Share_Repurchases
Share Repurchases | 9 Months Ended |
Dec. 31, 2013 | |
Payments for Repurchase of Equity [Abstract] | ' |
Share Repurchases | ' |
Share Repurchases | |
In August 2011, the Board of Directors authorized a share repurchase program whereby the Company may repurchase up to an aggregate of $20.0 million of its outstanding Class A Common Stock (the "authorization”). During the three and nine months ended December 31, 2012, approximately 1.4 million and 5.6 million shares were repurchased under the authorization with a weighted-average per share purchase price of $2.04 and $2.20, respectively. There were no shares repurchased under this authorization during the nine months ended December 31, 2013. There was approximately $0.1 million remaining for additional share repurchases under this program as of December 31, 2013. | |
Additionally, in the nine months ended December 31, 2013, and 2012, the Company repurchased 152,874 and 124,404 shares of Class A Common Stock, respectively, from certain employees that were surrendered to satisfy the minimum statutory tax withholding obligations on the vesting of restricted stock and restricted stock units. These repurchases are not included in the authorized share repurchase program and had a weighted-average purchase price of $2.08 and $2.36 per share, respectively. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Discontinued Operations [Abstract] | ' | |||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | |||||||||||||||
Discontinued Operations | ||||||||||||||||
CNS Discontinued Operations | ||||||||||||||||
In the first quarter of fiscal year 2014, the Company discontinued the operations of the former Customer Networking Solutions ("CNS") segment. In fiscal year 2012, the Company completed the CNS asset sale, retained a major CNS customer relationship and contract, and completed the remaining contracted product shipments. In fiscal year 2013, the Company continued to provide warranty services under its contractual obligations and to sell ancillary products and software on a project basis to the retained customer. The Company also retained the Homecloud product development program. By the end of fiscal year 2013, the Homecloud product development and sales were the only remaining activity in the CNS segment other than indemnification obligations that remain with the Company. The Company ceased development and sales of the Homecloud product in the first quarter of fiscal year 2014. | ||||||||||||||||
ConferencePlus Discontinued Operations | ||||||||||||||||
In fiscal year 2012, ConferencePlus, which was sold on December 31, 2011, was reported as discontinued operations. During the three months ended December 31, 2012, the Company recorded a contingent liability of $1.5 million, pre-tax, relating to claims by Arkadin under the indemnity provisions of the purchase sales agreement. | ||||||||||||||||
The following table represents the operating results of the CNS and ConferencePlus discontinued operations: | ||||||||||||||||
Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenue from discontinued operations | $ | — | $ | 55 | $ | — | $ | 1,235 | ||||||||
Operating profit (loss) discontinued operations | $ | (29 | ) | $ | (1,777 | ) | $ | (39 | ) | $ | (2,065 | ) |
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended | |
Dec. 31, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Condensed consolidated financial statements | ' | |
The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Condensed Consolidated Financial Statements have been prepared using generally accepted accounting principles (GAAP) in the United States for interim financial reporting, and consistent with the instructions of Form 10-Q and Article 10 of Regulation S-X, and accordingly they do not include all of the information and footnotes required in the annual consolidated financial statements and accompanying footnotes. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2013. All intercompany accounts and transactions have been eliminated in consolidation. | ||
Use of Estimates | ' | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and that affect revenue and expenses during the period reported. Estimates are used when accounting for the allowance for uncollectible accounts receivable, net realizable value of inventory including excess and obsolete inventory, product warranty accrued, relative selling prices, stock-based compensation, goodwill and intangible asset fair value, depreciation, income taxes, contingent consideration and contingencies, among other things. These estimates are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. | ||
New Accounting Pronouncements, Policy | ' | |
Recently Adopted Accounting Pronouncements | ||
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). Prior to ASU 2013-11, Topic 740, Income Taxes, did not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The objective of ASU 2013-11 is to eliminate that diversity in practice in the presentation of unrecognized tax benefits in those cases. ASU 2013-11 generally requires that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. Effective for the first quarter of fiscal year 2014, the Company elected the early adoption of this provision with retrospective application. As a result, the Condensed Consolidated Balance Sheet as of March 31, 2013, reflects an adjustment to the previously issued audited financial statements to reclassify $2.7 million of unrecognized tax benefits from tax contingency reserve long-term to deferred income taxes non-current. This balance sheet reclassification had no impact on the historical condensed consolidated statements of operations or accumulated deficit. | ||
Revenue Recognition, Policy | ' | |
Revenue Recognition and Deferred Revenue | ||
The Company's revenue is derived from the sale of products, software, and services. The Company records revenue from product sales transactions when title and risk of loss are passed to the customer, there is persuasive evidence of an arrangement for sale, delivery has occurred and/or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. | ||
Revenue recognition on equipment where software is incidental to the product as a whole, or where software is essential to the equipment’s functionality and falls under software accounting scope exceptions, generally occurs when products are shipped, risk of loss has transferred to the customer, objective evidence exists that customer acceptance provisions have been met, no significant obligations remain, collection is reasonably assured and warranty can be estimated. | ||
Revenue recognition where software that is more than incidental to the product as a whole or where software is sold on a standalone basis is recognized when the software is delivered and ownership and risk of loss are transferred. | ||
The Company also recognizes revenue from deployment services, maintenance agreements, training and professional services. Deployment services revenue results from installation of products at customer sites. Deployment services, which generally occur over a short time period, are not services required for the functionality of products, because customers do not have to purchase installation services from the Company, and may install products themselves, or hire third parties to perform the installation services. Revenue for deployment services, training and professional services are recognized upon completion. Revenue from maintenance agreements is recognized ratably over the service period. | ||
When a multiple element arrangement exists, the fee from the arrangement is allocated to the various deliverables so that the proper amount can be recognized as revenue as each element is delivered. Based on the composition of the arrangement, the Company analyzes the provisions of the accounting guidance to determine the appropriate model that is applied towards accounting for the multiple element arrangement. If the arrangement includes a combination of elements that fall within different applicable guidance, the Company follows the provisions of the hierarchal literature to separate those elements from each other and apply the relevant guidance to each. | ||
If deliverables do not fall within the software revenue recognition guidance, the fair value of each element is established using the relative selling price method, which requires the Company to use vendor-specific objective evidence ("VSOE"), reliable third-party objective evidence or management's best estimate of selling price, in that order. | ||
If deliverables fall within the software revenue recognition guidance, the fee is allocated to the various elements based on VSOE of fair value. If sufficient VSOE of fair value does not exist for the allocation of revenue to all the various elements in a multiple element arrangement, all revenue from the arrangement is deferred until the earlier of the point at which such sufficient VSOE of fair value is established or all elements within the arrangement are delivered. If VSOE of fair value exists for all undelivered elements, but does not exist for one or more delivered elements, the arrangement consideration is allocated to the various elements of the arrangement using the residual method of accounting. Under the residual method, the amount of the arrangement consideration allocated to the delivered elements is equal to the total arrangement consideration less the aggregate fair value of the undelivered elements. Using this method, any potential discount on the arrangement is allocated entirely to the delivered elements, which ensures that the amount of revenue recognized at any point in time is not overstated. Under the residual method, if VSOE of fair value exists for the undelivered element, generally maintenance, the fair value of the undelivered element is deferred and recognized ratably over the term of the maintenance contract, and the remaining portion of the arrangement is recognized as revenue upon delivery, which generally occurs upon delivery of the product. | ||
The Company’s product return policy allows customers to return unused equipment for partial credit if the equipment is non-custom product, returned within specified time limits, and currently being manufactured and sold. Credit is not offered on returned products that are no longer manufactured and sold. The Company’s reserve for returns is not significant. | ||
The Company records revenue net of taxes in accordance with ASC topic 605, Revenue Recognition (“ASC 605”). | ||
Inventory | ' | |
Inventories are stated at the lower of first-in, first-out cost or market value. | ||
Fair Value Measurement | ' | |
Fair value is defined by ASC 820 as the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: | ||
• | Level 1 – Quoted prices in active markets for identical assets and liabilities. | |
• | Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
• | Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | |||||||||||||||||||||||
The following unaudited summary information is presented on a consolidated pro forma basis as if the Kentrox acquisition had occurred on April 1, 2012. | ||||||||||||||||||||||||
(in thousands) | Nine months ended December 31, 2013 | Nine months ended December 31, 2012 | ||||||||||||||||||||||
Consolidated pro forma revenue | $ | 79,250 | $ | 52,548 | ||||||||||||||||||||
Consolidated pro forma operating income (loss) | $ | 4,660 | $ | (12,400 | ) | |||||||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||||||||||
Schedule of Acquired Finite and Indifinite Lived Intangible Assets [Table Text Block] | ' | |||||||||||||||||||||||
The fair value of intangible assets is as follows: | ||||||||||||||||||||||||
(in thousands) | Fair Value | Life in years | ||||||||||||||||||||||
Backlog | $ | 1,440 | 1 | |||||||||||||||||||||
Customer relationships | 8,960 | 10 | ||||||||||||||||||||||
Trade name | 1,170 | 7 | ||||||||||||||||||||||
Developed technology | 4,410 | 9 | ||||||||||||||||||||||
Total intangible assets | $ | 15,980 | ||||||||||||||||||||||
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | ' | |||||||||||||||||||||||
Intangibles will be amortized over the consumption period based on expected cash flows from the underlying intangible asset. The expected amortization by fiscal year is as follows: | ||||||||||||||||||||||||
(in thousands) | 2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | ||||||||||||||||||
Intangible amortization | $ | 3,268 | $ | 2,390 | $ | 2,107 | $ | 1,857 | $ | 1,654 | $ | 4,704 | ||||||||||||
expense | ||||||||||||||||||||||||
Antone [Member] | ' | |||||||||||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||||||||||
Schedule of Purchase Price Allocation [Table Text Block] | ' | |||||||||||||||||||||||
The following table summarizes the fair values of the assets and liabilities assumed on the May 15, 2012, acquisition date: | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Inventories | $ | 326 | ||||||||||||||||||||||
Deposit | 3 | |||||||||||||||||||||||
Intangibles | 3,230 | |||||||||||||||||||||||
Liabilities | (612 | ) | ||||||||||||||||||||||
Goodwill | 2,086 | |||||||||||||||||||||||
Net assets acquired | $ | 5,033 | ||||||||||||||||||||||
Cash consideration transferred | $ | 2,524 | ||||||||||||||||||||||
Contingent consideration | 3,038 | |||||||||||||||||||||||
Working capital adjustment (shortfall) | (529 | ) | ||||||||||||||||||||||
Total consideration | $ | 5,033 | ||||||||||||||||||||||
Kentrox [Member] | ' | |||||||||||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||||||||||
Schedule of Purchase Price Allocation [Table Text Block] | ' | |||||||||||||||||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed on the April 1, 2013, acquisition date: | ||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Cash | $ | 2,355 | ||||||||||||||||||||||
Inventory | 5,045 | |||||||||||||||||||||||
Accounts receivable | 4,325 | |||||||||||||||||||||||
Assets available-for-sale | 1,044 | |||||||||||||||||||||||
Other assets | 882 | |||||||||||||||||||||||
Intangible assets | 15,980 | |||||||||||||||||||||||
Deferred revenue | (2,963 | ) | ||||||||||||||||||||||
Accounts payable and accruals | (3,393 | ) | ||||||||||||||||||||||
Goodwill | 8,025 | |||||||||||||||||||||||
Total consideration | $ | 31,300 | ||||||||||||||||||||||
Restructuring_Charge_Tables
Restructuring Charge (Tables) | 9 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Restructuring Charges [Abstract] | ' | |||||||||||
Restructuring charges | ' | |||||||||||
Total restructuring charges and their utilization for the nine months ended December 31, 2013, are summarized as follows: | ||||||||||||
(in thousands) | Employee-related | Other costs | Total | |||||||||
Liability at March 31, 2013 | $ | 6 | $ | — | $ | 6 | ||||||
Charged | 273 | — | 273 | |||||||||
Paid | (202 | ) | — | (202 | ) | |||||||
Liability at December 31, 2013 | $ | 77 | $ | — | $ | 77 | ||||||
Interim_Segment_Information_Ta
Interim Segment Information (Tables) | 9 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Segment information | ' | |||||||||||||
Segment information for the three and nine months ended December 31, 2013, and 2012 is set forth below: | ||||||||||||||
Three months ended December 31, 2013 | ||||||||||||||
(in thousands) | Kentrox | Westell | Total | |||||||||||
Revenue | $ | 14,705 | $ | 10,531 | $ | 25,236 | ||||||||
Cost of goods sold | 5,906 | 7,095 | 13,001 | |||||||||||
Gross profit | 8,799 | 3,436 | 12,235 | |||||||||||
Gross margin | 59.8 | % | 32.6 | % | 48.5 | % | ||||||||
Research and development | 912 | 1,615 | 2,527 | |||||||||||
Segment profit | $ | 7,887 | $ | 1,821 | 9,708 | |||||||||
Operating expenses: | ||||||||||||||
Sales and marketing | 3,508 | |||||||||||||
General and administrative | 3,402 | |||||||||||||
Restructuring | 38 | |||||||||||||
Intangible amortization | 737 | |||||||||||||
Operating income (loss) | 2,023 | |||||||||||||
Other income (expense) | (31 | ) | ||||||||||||
Income tax benefit (expense) | (38 | ) | ||||||||||||
Net income (loss) from continuing operations | $ | 1,954 | ||||||||||||
Three months ended December 31, 2012 | ||||||||||||||
(in thousands) | Westell | Total | ||||||||||||
Revenue | $ | 8,873 | $ | 8,873 | ||||||||||
Cost of goods sold | 5,783 | 5,783 | ||||||||||||
Gross profit | 3,090 | 3,090 | ||||||||||||
Gross margin | 34.8 | % | 34.8 | % | ||||||||||
Research and development | 1,375 | 1,375 | ||||||||||||
Segment profit | $ | 1,715 | 1,715 | |||||||||||
Operating expenses: | ||||||||||||||
Sales and marketing | 1,862 | |||||||||||||
General and administrative | 2,135 | |||||||||||||
Restructuring | — | |||||||||||||
Intangible amortization | 234 | |||||||||||||
Operating income (loss) | (2,516 | ) | ||||||||||||
Other income (expense) | 43 | |||||||||||||
Income tax benefit (expense) | 1,295 | |||||||||||||
Net income (loss) from continuing operations | $ | (1,178 | ) | |||||||||||
Nine months ended December 31, 2013 | ||||||||||||||
(in thousands) | Kentrox | Westell | Total | |||||||||||
Revenue | $ | 42,812 | $ | 34,840 | $ | 77,652 | ||||||||
Cost of goods sold | 20,686 | 23,532 | 44,218 | |||||||||||
Gross profit | 22,126 | 11,308 | 33,434 | |||||||||||
Gross margin | 51.7 | % | 32.5 | % | 43.1 | % | ||||||||
Research and development | 2,757 | 5,088 | 7,845 | |||||||||||
Segment profit | $ | 19,369 | $ | 6,220 | 25,589 | |||||||||
Operating expenses: | ||||||||||||||
Sales and marketing | 10,812 | |||||||||||||
General and administrative | 10,200 | |||||||||||||
Restructuring | 273 | |||||||||||||
Intangible amortization | 3,588 | |||||||||||||
Operating income (loss) | 716 | |||||||||||||
Other income (expense) | (63 | ) | ||||||||||||
Income tax benefit (expense) | (125 | ) | ||||||||||||
Net income (loss) from continuing operations | $ | 528 | ||||||||||||
Nine months ended December 31, 2012 | ||||||||||||||
(in thousands) | Westell | Total | ||||||||||||
Revenue | $ | 28,145 | $ | 28,145 | ||||||||||
Cost of goods sold | 18,833 | 18,833 | ||||||||||||
Gross profit | 9,312 | 9,312 | ||||||||||||
Gross margin | 33.1 | % | 33.1 | % | ||||||||||
Research and development | 4,372 | 4,372 | ||||||||||||
Segment profit | $ | 4,940 | 4,940 | |||||||||||
Operating expenses: | ||||||||||||||
Sales and marketing | 5,568 | |||||||||||||
General and administrative | 6,837 | |||||||||||||
Restructuring | 149 | |||||||||||||
Intangible amortization | 652 | |||||||||||||
Operating income (loss) | (8,266 | ) | ||||||||||||
Other income (expense) | 134 | |||||||||||||
Income tax benefit (expense) | 3,219 | |||||||||||||
Net income (loss) from continuing operations | $ | (4,913 | ) | |||||||||||
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory, Net [Abstract] | ' | |||||||
Components of inventories | ' | |||||||
Inventories are stated at the lower of first-in, first-out cost or market value. The components of inventories are as follows: | ||||||||
(in thousands) | December 31, 2013 | 31-Mar-13 | ||||||
Raw materials | $ | 9,347 | $ | 6,252 | ||||
Finished goods and sub-assemblies | 11,197 | 5,971 | ||||||
Total inventories | $ | 20,544 | $ | 12,223 | ||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||||
Stock-based compensation expense | ' | |||||||||||||||
The following table is a summary of total stock-based compensation resulting from stock options, restricted stock, restricted stock units (“RSUs”) and performance stock units ("PSUs"), excluding the impact of discontinued operations, during the three and nine months ended December 31, 2013, and 2012: | ||||||||||||||||
Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Stock-based compensation expense | $ | 553 | $ | 326 | $ | 1,293 | $ | 1,044 | ||||||||
Income tax expense | — | — | — | — | ||||||||||||
Total stock-based compensation expense after taxes | $ | 553 | $ | 326 | $ | 1,293 | $ | 1,044 | ||||||||
Stock option activity | ' | |||||||||||||||
Stock option activity for the nine months ended December 31, 2013 is as follows: | ||||||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate | |||||||||||||
Exercise Price Per | Remaining | Intrinsic Value (a) (in | ||||||||||||||
Share | Contractual Term | thousands) | ||||||||||||||
(in years) | ||||||||||||||||
Outstanding on March 31, 2013 | 2,114,446 | $ | 2.07 | 2.8 | $ | 868 | ||||||||||
Granted | 630,000 | 2.45 | ||||||||||||||
Exercised | (395,885 | ) | 1.81 | |||||||||||||
Forfeited | (7,333 | ) | 1.57 | |||||||||||||
Expired | (94,100 | ) | 5.62 | |||||||||||||
Outstanding on December 31, 2013 | 2,247,128 | $ | 2.08 | 3.5 | $ | 4,465 | ||||||||||
(a) | The intrinsic value for the stock options is calculated based on the difference between the exercise price of the underlying awards and the average of the high and low Westell Technologies’ stock price as of the reporting date. | |||||||||||||||
Restricted stock activity | ' | |||||||||||||||
Restricted Stock | ||||||||||||||||
The following table sets forth restricted stock activity for the nine months ended December 31, 2013: | ||||||||||||||||
Shares | Weighted-Average | |||||||||||||||
Grant Date Fair | ||||||||||||||||
Value | ||||||||||||||||
Non-vested as of March 31, 2013 | 738,500 | $ | 1.65 | |||||||||||||
Granted | 90,000 | 2.33 | ||||||||||||||
Vested | (348,000 | ) | 1.49 | |||||||||||||
Forfeited | (63,000 | ) | 1.43 | |||||||||||||
Non-vested as of December 31, 2013 | 417,500 | $ | 1.95 | |||||||||||||
RSUs | ||||||||||||||||
The following table sets forth the RSU activity for the nine months ended December 31, 2013: | ||||||||||||||||
Shares | Weighted-Average | |||||||||||||||
Grant Date Fair | ||||||||||||||||
Value | ||||||||||||||||
Non-vested as of March 31, 2013 | 875,000 | $ | 2.68 | |||||||||||||
Granted | 752,000 | 2.72 | ||||||||||||||
Vested | (185,000 | ) | 2.74 | |||||||||||||
Forfeited | (156,000 | ) | 2.67 | |||||||||||||
Non-vested as of December 31, 2013 | 1,286,000 | $ | 2.66 | |||||||||||||
PSUs | ||||||||||||||||
PSUs vest in annual increments based on the achievement of pre-established Company performance goals and continued employment. The number of PSUs earned, if any, can range between 0% to 200% of the target amount, depending on actual performance for fiscal years 2014 through 2017. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis. | ||||||||||||||||
The following table sets forth the PSU activity for the nine months ended December 31, 2013: | ||||||||||||||||
Shares | Weighted-Average Grant Date Fair Value | |||||||||||||||
Non-vested as of March 31, 2013 | — | $ | — | |||||||||||||
Granted, at target | 285,000 | 2.45 | ||||||||||||||
Vested | — | — | ||||||||||||||
Forfeited | — | — | ||||||||||||||
Non-vested as of December 31, 2013 | 285,000 | $ | 2.45 | |||||||||||||
Product_Warranties_Tables
Product Warranties (Tables) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Product Warranties Disclosures [Abstract] | ' | |||||||||||||||
Changes in Company's product warranty reserve | ' | |||||||||||||||
The following table presents the changes in the Company’s product warranty reserve: | ||||||||||||||||
Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Total product warranty reserve at the beginning of the | $ | 325 | $ | 498 | $ | 152 | $ | 243 | ||||||||
period | ||||||||||||||||
Warranty reserve from business acquisitions | — | — | 54 | 25 | ||||||||||||
Specific pre-acquisition ANTONE product warranty in | — | — | — | 303 | ||||||||||||
excess of acquired limit | ||||||||||||||||
Warranty expense (reversal) | 73 | (11 | ) | 343 | (16 | ) | ||||||||||
Utilization | (41 | ) | (231 | ) | (192 | ) | (299 | ) | ||||||||
Total product warranty reserve at the end of the period | $ | 357 | $ | 256 | $ | 357 | $ | 256 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | ' | |||||||||||||||||||||||||||
Future obligations and commitments as of December 31, 2013, consisted of the following: | ||||||||||||||||||||||||||||
Payments due within | ||||||||||||||||||||||||||||
(in thousands) | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Thereafter | Total | |||||||||||||||||||||
Purchase obligations | $ | 9,297 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 9,297 | ||||||||||||||
Future minimum operating lease | 2,774 | 2,131 | 2,152 | 1,086 | — | — | 8,143 | |||||||||||||||||||||
payments | ||||||||||||||||||||||||||||
Contingent consideration | 1,793 | 785 | — | — | — | — | 2,578 | |||||||||||||||||||||
Future obligations and | $ | 13,864 | $ | 2,916 | $ | 2,152 | $ | 1,086 | $ | — | $ | — | $ | 20,018 | ||||||||||||||
commitments | ||||||||||||||||||||||||||||
Shortterm_Investments_Tables
Short-term Investments (Tables) | 9 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Short-term Investments [Abstract] | ' | |||||||
Short-term investments | ' | |||||||
The following table presents short-term investments as of December 31, 2013, and March 31, 2013: | ||||||||
(in thousands) | December 31, 2013 | March 31, 2013 | ||||||
Certificates of deposit | $ | 1,476 | $ | 3,682 | ||||
Held-to-maturity, pre-refunded municipal bonds | 15,683 | 20,667 | ||||||
Total short-term investments | $ | 17,159 | $ | 24,349 | ||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ||||||||||||||||
The following table presents financial assets and non-financial liabilities measured at fair value on a recurring basis and their related valuation inputs as of December 31, 2013: | |||||||||||||||||
(in thousands) | Total Fair Value | Quoted Prices in | Significant Other | Significant | Balance Sheet | ||||||||||||
of Asset or | Active Markets | Observable Inputs | Unobservable | Classification | |||||||||||||
Liability | for Identical Assets | (Level 2) | Inputs | ||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 55,878 | $ | 55,878 | — | — | Cash and cash | ||||||||||
equivalents | |||||||||||||||||
Liabilities: | |||||||||||||||||
Contingent consideration, current | $ | 1,793 | — | — | $ | 1,793 | Contingent | ||||||||||
consideration | |||||||||||||||||
Contingent consideration, non- | $ | 785 | — | — | $ | 785 | Contingent | ||||||||||
current | consideration | ||||||||||||||||
non-current | |||||||||||||||||
The following table presents financial assets and liabilities measured at fair value on a recurring basis and their related valuation inputs as of March 31, 2013: | |||||||||||||||||
(in thousands) | Total Fair Value | Quoted Prices in | Significant Other | Significant | Balance Sheet | ||||||||||||
of Asset or | Active Markets | Observable Inputs | Unobservable | Classification | |||||||||||||
Liability | for Identical Assets | (Level 2) | Inputs | ||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 52,849 | $ | 52,849 | — | — | Cash and cash | ||||||||||
equivalents | |||||||||||||||||
Liabilities: | |||||||||||||||||
Contingent consideration, non- | $ | 2,333 | — | — | $ | 2,333 | Contingent | ||||||||||
current | consideration | ||||||||||||||||
non-current | |||||||||||||||||
Fair value measurement of contingent consideration | ' | ||||||||||||||||
The fair value measurement of contingent consideration as of December 31, 2013, encompasses the following significant unobservable inputs: | |||||||||||||||||
($ in thousands) | Unobservable Inputs | ||||||||||||||||
Estimated earn-out contingent consideration | $ | 3,500 | |||||||||||||||
Working capital and other adjustment | (444 | ) | |||||||||||||||
Indemnification related to warranty claims | (303 | ) | |||||||||||||||
Discount rate | 7.5 | % | |||||||||||||||
Approximate timing of cash flows | 1.86 years | ||||||||||||||||
Summarizes contingent consideration activity | ' | ||||||||||||||||
The following table summarizes contingent consideration activity: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Balance as of March 31, 2013 | $ | 2,333 | |||||||||||||||
Contingent consideration – payments | — | ||||||||||||||||
Contingent consideration – change in fair value in G&A expense | 245 | ||||||||||||||||
Balance as of December 31, 2013 | $ | 2,578 | |||||||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 9 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Discontinued Operations [Abstract] | ' | |||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | |||||||||||||||
The following table represents the operating results of the CNS and ConferencePlus discontinued operations: | ||||||||||||||||
Three months ended December 31, | Nine months ended December 31, | |||||||||||||||
(in thousands) | 2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenue from discontinued operations | $ | — | $ | 55 | $ | — | $ | 1,235 | ||||||||
Operating profit (loss) discontinued operations | $ | (29 | ) | $ | (1,777 | ) | $ | (39 | ) | $ | (2,065 | ) |
Basis_of_Presentation_Details_
Basis of Presentation (Details Textual) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Mar. 31, 2012 | Apr. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Sale of Conference Plus, Inc [Member] | Sale of Conference Plus, Inc [Member] | Sale of Customer Networking Solutions Assets [Member] | Sale of Customer Networking Solutions Assets [Member] | Kentrox [Member] | Westell [Member] | Arkadin [Member] | Arkadin [Member] | |||
Sale of Conference Plus, Inc [Member] | Sale of Conference Plus, Inc [Member] | |||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' |
Sale of conference plus | ' | ' | ' | $40,300,000 | ' | ' | ' | ' | ' | ' |
Escrow deposit made | ' | ' | ' | 4,100,000 | ' | ' | ' | ' | ' | ' |
DISCO Loss Contingency, Loss in Period | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' |
Escrow Deposit Released | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | 1,100,000 | 1,100,000 |
Proceeds from CNS asset sale | ' | ' | ' | ' | ' | 36,700,000 | ' | ' | ' | ' |
Litigation Settlement, Gross | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' |
Loss Contingency Accrual, at Carrying Value | 700,000 | 1,700,000 | ' | ' | ' | 400,000 | ' | ' | ' | ' |
Additional expense related to CNS claim | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' |
Unrecognized Tax Benefits | ' | $2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Details
Acquisitions (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ' | ' |
Revenue | $79,250 | $52,548 |
Operating income (loss) | $4,660 | ($12,400) |
Acquistions_Details_2
Acquistions (Details 2) (Kentrox [Member], USD $) | Apr. 02, 2013 |
In Thousands, unless otherwise specified | |
Kentrox [Member] | ' |
Business Acquisition [Line Items] | ' |
Cash | $2,355 |
Inventory | 5,045 |
Accounts receivable | 4,325 |
Assets available-for-sale | 1,044 |
Other assets | 882 |
Intangible assets | 15,980 |
Deferred revenue | -2,963 |
Accounts payable and accruals | -3,393 |
Goodwill | 8,025 |
Total consideration | $31,300 |
Acquisitions_Details_3
Acquisitions (Details 3) (Kentrox [Member], USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Apr. 02, 2013 |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | ' | $15,980 |
Order or Production Backlog [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | ' | 1,440 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '1 year | ' |
Customer Relationships [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | ' | 8,960 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '10 years | ' |
Trade Names [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | ' | 1,170 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '7 years | ' |
Technology [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | ' | $4,410 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '9 years | ' |
Acquisitions_Details_4
Acquisitions (Details 4) (Kentrox [Member], USD $) | Apr. 02, 2013 |
In Thousands, unless otherwise specified | |
Kentrox [Member] | ' |
Business Acquisition [Line Items] | ' |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $3,268 |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 2,390 |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 2,107 |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 1,857 |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 1,654 |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | $4,704 |
Acquisitions_Details_5
Acquisitions (Details 5) (Antone [Member], USD $) | 15-May-12 |
In Thousands, unless otherwise specified | |
Antone [Member] | ' |
Business Acquisition [Line Items] | ' |
Inventory | $326 |
Deposit | 3 |
Intangible assets | 3,230 |
Accounts payable and accruals | -612 |
Goodwill | 2,086 |
Net assets acquired | 5,033 |
Business Acquisition, Cost of Acquired Entity, Cash Paid | 2,524 |
Estimated earn-out contingent consideration | 3,038 |
Working capital adjustment (shortfall) | -529 |
Total consideration | $5,033 |
Acquisitions_Details_Textual
Acquisitions (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Apr. 02, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | 15-May-12 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 02, 2013 | Dec. 31, 2013 | Apr. 02, 2013 | Dec. 31, 2013 | 15-May-12 | Dec. 31, 2013 | Apr. 02, 2013 | Dec. 31, 2013 | 15-May-12 | |
Kentrox [Member] | Kentrox [Member] | Kentrox [Member] | Antone [Member] | Antone [Member] | Antone [Member] | Kentrox [Member] | Kentrox [Member] | Trade Names [Member] | Trade Names [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Technology [Member] | Technology [Member] | Technology [Member] | Technology [Member] | |||||
Kentrox [Member] | Kentrox [Member] | Kentrox [Member] | Kentrox [Member] | Antone [Member] | Antone [Member] | Kentrox [Member] | Kentrox [Member] | Antone [Member] | Antone [Member] | |||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Cost of Acquired Entity, Cash Paid | ' | ' | ' | ' | ' | ' | $30,000,000 | ' | ' | $2,524,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working Capital Adjustment | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Acquisition Related Costs | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | 25,236,000 | 8,873,000 | 77,652,000 | 28,145,000 | ' | ' | ' | ' | ' | ' | 14,705,000 | 42,812,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating income (loss) | 2,023,000 | -2,516,000 | 716,000 | -8,266,000 | ' | ' | ' | ' | ' | ' | 5,200,000 | 9,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, Purchase Accounting Adjustments | ' | ' | ' | ' | 54,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum ANTONE earn-out that could be paid before offsets | 3,500,000 | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | 15,980,000 | ' | ' | 3,230,000 | ' | ' | ' | 1,170,000 | ' | 8,960,000 | ' | 400,000 | ' | 4,410,000 | ' | 2,800,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | '10 years | ' | '8 years | ' | '9 years | ' | '8 years | ' |
Specific pre-acquisition ANTONE product warranty in excess of acquired limit | ' | ' | ' | 303,000 | ' | ' | ' | 303,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pre Acquisition Warranty Costs | ' | ' | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring_Charge_Details
Restructuring Charge (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring charges | ' | ' | ' | ' |
Liability at March 31, 2013 | ' | ' | $6 | ' |
Charged | 38 | 0 | 273 | 149 |
Paid | ' | ' | -202 | ' |
Liability at December 31, 2013 | 77 | ' | 77 | ' |
Other Restructuring [Member] | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' |
Liability at March 31, 2013 | ' | ' | 0 | ' |
Charged | ' | ' | 0 | ' |
Paid | ' | ' | 0 | ' |
Liability at December 31, 2013 | 0 | ' | 0 | ' |
Employee Severance [Member] | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' |
Liability at March 31, 2013 | ' | ' | 6 | ' |
Charged | ' | ' | 273 | ' |
Paid | ' | ' | -202 | ' |
Liability at December 31, 2013 | 77 | ' | 77 | ' |
Kentrox [Member] | ' | ' | ' | ' |
Restructuring charges | ' | ' | ' | ' |
Charged | 38 | ' | 273 | ' |
Liability at December 31, 2013 | $77 | ' | $77 | ' |
Restructuring_Charge_Details_T
Restructuring Charge (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 |
Kentrox [Member] | Kentrox [Member] | Noran Tel Restructuring [Member] | Noran Tel Restructuring [Member] | ||||||
Restructuring Charge (Textual) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring | $38 | $0 | $273 | $149 | ' | $38 | $273 | $149 | ' |
Restructuring and Related Cost, Expected Cost | ' | ' | ' | ' | ' | ' | 276 | ' | 424 |
Unpaid balance of restructuring charges | $77 | ' | $77 | ' | $6 | $77 | $77 | ' | ' |
Interim_Segment_Information_De
Interim Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
segments | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Number of Reportable Segments | ' | ' | 2 | ' |
Segment information | ' | ' | ' | ' |
Revenue | $25,236 | $8,873 | $77,652 | $28,145 |
Cost of goods sold | 13,001 | 5,783 | 44,218 | 18,833 |
Gross profit | 12,235 | 3,090 | 33,434 | 9,312 |
Gross margin | 48.50% | 34.80% | 43.10% | 33.10% |
Research and development | 2,527 | 1,375 | 7,845 | 4,372 |
Segment Profit Loss | 9,708 | 1,715 | 25,589 | 4,940 |
Operating expenses: | ' | ' | ' | ' |
Sales and marketing | 3,508 | 1,862 | 10,812 | 5,568 |
General and administrative | 3,402 | 2,135 | 10,200 | 6,837 |
Intangible amortization | 737 | 234 | 3,588 | 652 |
Restructuring | 38 | 0 | 273 | 149 |
Operating income (loss) | 2,023 | -2,516 | 716 | -8,266 |
Other income (expense) | -31 | 43 | -63 | 134 |
Income tax benefit (expense) | -38 | 1,295 | -125 | 3,219 |
Net income (loss) from continuing operations | 1,954 | -1,178 | 528 | -4,913 |
Kentrox [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenue | 14,705 | ' | 42,812 | ' |
Cost of goods sold | 5,906 | ' | 20,686 | ' |
Gross profit | 8,799 | ' | 22,126 | ' |
Gross margin | 59.80% | ' | 51.70% | ' |
Research and development | 912 | ' | 2,757 | ' |
Segment Profit Loss | 7,887 | ' | 19,369 | ' |
Operating expenses: | ' | ' | ' | ' |
Operating income (loss) | 5,200 | ' | 9,500 | ' |
Westell [Member] | ' | ' | ' | ' |
Segment information | ' | ' | ' | ' |
Revenue | 10,531 | 8,873 | 34,840 | 28,145 |
Cost of goods sold | 7,095 | 5,783 | 23,532 | 18,833 |
Gross profit | 3,436 | 3,090 | 11,308 | 9,312 |
Gross margin | 32.60% | 34.80% | 32.50% | 33.10% |
Research and development | 1,615 | 1,375 | 5,088 | 4,372 |
Segment Profit Loss | $1,821 | $1,715 | $6,220 | $4,940 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components of inventories | ' | ' |
Raw materials | $9,347 | $6,252 |
Finished goods and sub-assemblies | 11,197 | 5,971 |
Total inventories | $20,544 | $12,223 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock-based compensation expense | ' | ' | ' | ' |
Stock-based compensation expense | $553 | $326 | $1,293 | $1,044 |
Income tax expense | 0 | 0 | 0 | 0 |
Total stock-based compensation expense after taxes | $553 | $326 | $1,293 | $1,044 |
StockBased_Compensation_Detail1
Stock-Based Compensation (Details 1) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | |
Stock option activity | ' | |
Outstanding on March 31, 2013 | 2,114,446 | |
Granted | 630,000 | |
Exercised | -395,885 | |
Forfeited | -7,333 | |
Expired | -94,100 | |
Outstanding on December 31, 2013 | 2,247,128 | |
Weighted-Average Exercise Price Per Share, Outstanding on March 31, 2013 | $2.07 | |
Weighted-Average Exercise Price Per Share, Granted | $2.45 | |
Weighted-Average Exercise Price Per Share, Exercised | $1.81 | |
Weighted-Average Exercise Price Per Share, Forfeited | $1.57 | |
Weighted-Average Exercise Price Per Share, Expired | $5.62 | |
Weighted-Average Exercise Price Per Share, Outstanding on December 31, 2013 | $2.08 | |
Weighted-Average Remaining Contractual Term (in years), Outstanding on March 31, 2013 | '2 years 9 months 18 days | |
Weighted-Average Remaining Contractual Term (in years), Outstanding on December 31, 2013 | '3 years 5 months 16 days | |
Aggregate Intrinsic Value, Outstanding on March 31, 2013 | $868 | [1] |
Aggregate Intrinsic Value, Outstanding on December 31, 2013 | $4,465 | [1] |
[1] | (a)The intrinsic value for the stock options is calculated based on the difference between the exercise price of the underlying awards and the average of the high and low Westell Technologiesb stock price as of the reporting date. |
StockBased_Compensation_Detail2
Stock-Based Compensation (Details 2) (USD $) | 9 Months Ended |
Dec. 31, 2013 | |
Restricted Stock [Member] | ' |
Restricted stock activity | ' |
Non-vested as of March 31, 2013 | 738,500 |
Granted | 90,000 |
Vested | -348,000 |
Forfeited | -63,000 |
Non-vested as of December 31, 2013 | 417,500 |
Weighted-Average Grant Date Fair Value, Non-vested as of March 31, 2013 | $1.65 |
Weighted-Average Grant Date Fair Value, Granted | $2.33 |
Weighted-Average Grant Date Fair Value, Vested | $1.49 |
Weighted-Average Grant Date Fair Value, Forfeited | $1.43 |
Weighted-Average Grant Date Fair Value, Non-vested as of December 31, 2013 | $1.95 |
Restricted Stock Units (RSUs) [Member] | ' |
Restricted stock activity | ' |
Non-vested as of March 31, 2013 | 875,000 |
Granted | 752,000 |
Vested | -185,000 |
Forfeited | -156,000 |
Non-vested as of December 31, 2013 | 1,286,000 |
Weighted-Average Grant Date Fair Value, Non-vested as of March 31, 2013 | $2.68 |
Weighted-Average Grant Date Fair Value, Granted | $2.72 |
Weighted-Average Grant Date Fair Value, Vested | $2.74 |
Weighted-Average Grant Date Fair Value, Forfeited | $2.67 |
Weighted-Average Grant Date Fair Value, Non-vested as of December 31, 2013 | $2.66 |
Performance Shares [Member] | ' |
Restricted stock activity | ' |
Non-vested as of March 31, 2013 | 0 |
Granted | 285,000 |
Vested | 0 |
Forfeited | 0 |
Non-vested as of December 31, 2013 | 285,000 |
Weighted-Average Grant Date Fair Value, Non-vested as of March 31, 2013 | $0 |
Weighted-Average Grant Date Fair Value, Granted | $2.45 |
Weighted-Average Grant Date Fair Value, Vested | $0 |
Weighted-Average Grant Date Fair Value, Forfeited | $0 |
Weighted-Average Grant Date Fair Value, Non-vested as of December 31, 2013 | $2.45 |
StockBased_Compensation_Detail3
Stock-Based Compensation (Details Textual) (USD $) | 9 Months Ended |
Dec. 31, 2013 | |
Stock-Based Compensation (Textual) [Abstract] | ' |
Vesting schedule of equal annual installments over four years | '4 years |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $0.91 |
Minimum [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Potential PSU attainment range | 0.00% |
Maximum [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Potential PSU attainment range | 200.00% |
Product_Warranties_Details
Product Warranties (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Changes in Company's product warranty reserve | ' | ' | ' | ' |
Total product warranty reserve at the beginning of the period | $325 | $498 | $152 | $243 |
Warranty reserve from business acquisitions | ' | ' | 54 | 25 |
Specific pre-acquisition ANTONE product warranty in excess of acquired limit | ' | ' | ' | 303 |
Warranty expense (reversal) | 73 | -11 | 343 | -16 |
Utilization | -41 | -231 | -192 | -299 |
Total product warranty reserve at the end of the period | $357 | $256 | $357 | $256 |
Product_Warranties_Details_Tex
Product Warranties (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Westell [Member] | Kentrox [Member] | |||||
Maximum [Member] | ||||||
Product Warranties (Textual) [Abstract] | ' | ' | ' | ' | ' | ' |
Standard Product Warranty Description | ' | ' | ' | ' | 'P7Y | 'P1Y |
Current portions of warranty reserve | ' | ' | $284 | $94 | ' | ' |
Non-current portions of the warranty reserve | ' | ' | 73 | 58 | ' | ' |
Specific pre-acquisition ANTONE product warranty in excess of acquired limit | ' | 303 | ' | ' | ' | ' |
Indemnification related to warranty claims | ' | ' | $303 | ' | ' | ' |
Variable_Interest_Entity_and_G1
Variable Interest Entity and Guarantee (Details) (USD $) | Dec. 31, 2013 | Apr. 02, 2013 |
In Millions, unless otherwise specified | AKA [Member] | AKA [Member] |
Concentration Risk [Line Items] | ' | ' |
Equity Method Investment, Ownership Percentage | ' | 50.00% |
Accounts Receivable, Net, Current | $0.20 | ' |
Deferred Revenue | $1 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes (Textual) [Abstract] | ' | ' | ' | ' |
Income tax benefit (expense) | ($38) | $1,295 | ($125) | $3,219 |
Effective tax rate | ' | ' | 19.10% | 39.60% |
Discrete tax benefit (expense) | ' | 304 | ' | 123 |
Income tax benefit (expense) from discontinued operations | $0 | $990 | $0 | $1,098 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Purchase Obligation, Due in Next Twelve Months | $9,297 | ' |
Purchase Obligation | 9,297 | ' |
Future minimum operating lease payments Due, Next Twelve Months | 2,774 | ' |
Future minimum operating lease payments, Due in Two Years | 2,131 | ' |
Future minimum operating lease payments, Due in Three Years | 2,152 | ' |
Future minimum operating lease payments, Due in Four Years | 1,086 | ' |
Future minimum operating lease payments, Due in Five Years | ' | ' |
Future minimum operating lease payments Due | 8,143 | ' |
Contingent consideration, Due in Next Twelve Months | 1,793 | ' |
Contingent consideration, Due in Second Year | 785 | ' |
Contingent consideration, Due in Third Year | ' | ' |
Contingent consideration, Due in Fourth Year | ' | ' |
Contingent consideration, Due in Fifth Year | ' | ' |
Congingent consideration, Due after Fifth Year | ' | ' |
Contingent Consideration | 2,578 | ' |
Future obligations and commitments, Due in Next Twelve Months | 13,864 | ' |
Future obligations and commitments, Due in Second Year | 2,916 | ' |
Future obligations and commitments, Due in Third Year | 2,152 | ' |
Future obligations and commitments, Due in Fourth Year | 1,086 | ' |
Future obligations and commitments, Due in Fifth Year | ' | ' |
Future obligations and commitments | $20,018 | $19,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 9 Months Ended | |
Dec. 31, 2013 | Mar. 31, 2013 | |
Loss Contingencies [Line Items] | ' | ' |
Future obligations and commitments | $20,018,000 | $19,000,000 |
Total contingent reserves related to intellectual property and indemnification claims | 700,000 | 1,700,000 |
Maximum ANTONE earn-out that could be paid before offsets | 3,500,000 | ' |
Fair value of contingent consideration liability after offset of working capital adjustment and indemnification claim | 2,578,000 | 2,333,000 |
Increase (decrease) in future obligations and commitments | 1,000,000 | ' |
Kentrox [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Increase (decrease) in future obligations and commitments | 800,000 | ' |
Arkadin [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Escrow Deposit Released | $1,100,000 | ' |
Shortterm_Investments_Details
Short-term Investments (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Investments [Line Items] | ' | ' |
Certificates of deposit | $1,476 | $3,682 |
Held-to-maturity, pre-refunded municipal bonds | 15,683 | 20,667 |
Total short-term investments | $17,159 | $24,349 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Contingent consideration | $1,793 | ' |
Recurring [Member] | Cash and cash equivalents [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Money market funds | 55,878 | 52,849 |
Recurring [Member] | Accrued Liabilities [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Contingent consideration | 1,793 | ' |
Recurring [Member] | Contingent consideration non-current [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Business Acquisition, Contingent Consideration, at Fair Value, Noncurrent | 785 | 2,333 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Cash and cash equivalents [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Money market funds | 55,878 | 52,849 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Accrued Liabilities [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Contingent consideration | 0 | ' |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Contingent consideration non-current [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Business Acquisition, Contingent Consideration, at Fair Value, Noncurrent | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Cash and cash equivalents [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Money market funds | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Accrued Liabilities [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Contingent consideration | 0 | ' |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Contingent consideration non-current [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Business Acquisition, Contingent Consideration, at Fair Value, Noncurrent | 0 | 0 |
Recurring [Member] | Unobservable Inputs (Level 3) [Member] | Cash and cash equivalents [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Money market funds | 0 | 0 |
Recurring [Member] | Unobservable Inputs (Level 3) [Member] | Accrued Liabilities [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Contingent consideration | 1,793 | ' |
Recurring [Member] | Unobservable Inputs (Level 3) [Member] | Contingent consideration non-current [Member] | ' | ' |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ' | ' |
Business Acquisition, Contingent Consideration, at Fair Value, Noncurrent | $785 | $2,333 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Unobservable Inputs (Level 3) [Member] | ||
Fair value measurement of contingent consideration | ' | ' | ' |
Estimated earn-out contingent consideration | $785 | $2,333 | $3,500 |
Working capital and other adjustment | ' | ' | -444 |
Indemnification related to warranty claims | ($303) | ' | ($303) |
Discount rate | ' | ' | 7.50% |
Approximate timing of cash flows | ' | ' | '1 year 10 months 10 days |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 2) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Summarizes contingent consideration activity | ' |
Balance as of March 31, 2013 | $2,333 |
Contingent consideration b payments | 0 |
Contingent consideration b change in fair value in G&A expense | 245 |
Balance as of December 31, 2013 | $2,578 |
Share_Repurchases_Details
Share Repurchases (Details) (Class A Common Stock [Member], USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
In Millions, except Share data, unless otherwise specified | Aug. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
August 2011 authorization [Member] | ' | ' | ' | ' |
Share Repurchases (Textual) [Abstract] | ' | ' | ' | ' |
Stock Repurchase Program | $20 | ' | ' | ' |
Treasury Stock, Shares, Acquired | ' | 1,400,000 | 0 | 5,600,000 |
Stock Repurchase Program Remaining Authorized Repurchases Amount | ' | ' | $0.10 | ' |
Treasury stock acquired volume weighted-average price | ' | $2.04 | ' | $2.20 |
Outside of Publically Announced Repurchase Program [Member] | ' | ' | ' | ' |
Share Repurchases (Textual) [Abstract] | ' | ' | ' | ' |
Treasury Stock, Shares, Acquired | ' | ' | 152,874 | 124,404 |
Treasury stock acquired volume weighted-average price | ' | ' | $2.08 | $2.36 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenue from discontinued operations | $25,236 | $8,873 | $77,652 | $28,145 |
Segment, Discontinued Operations [Member] | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' |
Revenue from discontinued operations | ' | 55 | ' | 1,235 |
Operating profit (loss) discontinued operations | ($29) | ($1,777) | ($39) | ($2,065) |
Discontinued_Operations_Discon
Discontinued Operations Discontinued Operations (Details Textual) (ConferencePlus [Member], USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
ConferencePlus [Member] | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' |
DISCO Loss Contingency, Loss in Period | $1.50 |