UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File Number 0-27266
-------
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
750 N. COMMONS DRIVE, AURORA, IL 60504
(Address of principal executive offices) (Zip Code)
(630) 898-2500
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check or mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class A Common Stock, $0.01 Par Value - 45,859,939 shares at November 1, 2001
Class B Common Stock, $0.01 Par Value - 19,014,869 shares at November 1, 2001
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION: Page No.
--------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
- As of March 31, 2001 and September 30, 2001 (unaudited)
Condensed Consolidated Statements of Operations (unaudited) 4
- Three months ended September 30, 2000 and 2001
- Six months ended September 30, 2000 and 2001
Condensed Consolidated Statements of Cash Flows (unaudited) 5
- Six months ended September 30, 2000 and 2001
Notes to the Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
Item 3. Quantitative and Qualitative disclosures about market risks 13
PART II OTHER INFORMATION
Item 1. Litigation 14
Item 4. Other events 15
Item 5. Exhibits and Reports on Form 8-K 15
SAFE HARBOR STATEMENT
Certain statements contained in this Quarterly Report of Form 10-Q regarding
matters that are not historical facts (as such term is defined in the rules
promulgated pursuant to the Securities Act of 1933, as amended (the "Securities
Act")) or that contain the words "believe", "expect", "intend", "anticipate" or
derivatives thereof, are forward looking statements. Because such
forward-looking statements include risks and uncertainties, actual results may
differ materially from those expressed in or implied by such forward-looking
statements. Factors that could cause actual results to differ materially
include, but are not limited to, those discussed herein under "Risk Factors" set
forth in Westell Technologies, Inc.'s Annual Report on Form 10-K for the fiscal
year ended March 31, 2001. Westell Technologies, Inc. ("Westell" or the
"Company") undertakes no obligation to publicly update these forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
2
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, September 30,
2001 2001
---------------- ----------------
(unaudited)
(in thousands)
Current assets:
Cash and cash equivalents........................................... $405 $1,851
Accounts receivable (net of allowance of $1,363,000 and $1,615,000,
respectively)....................................................... 34,906 36,132
Inventories......................................................... 73,068 44,379
Prepaid expenses and other current assets........................... 2,124 1,992
Deferred income tax asset........................................... 10,500 10,500
Land and building held for sale..................................... 2,980 2,087
---------------- ----------------
Total current assets............................................ 123,983 96,941
---------------- ----------------
Property and equipment:
Machinery and equipment............................................. 42,077 45,871
Office, computer and research equipment............................. 29,847 30,830
Leasehold improvements.............................................. 6,032 7,583
---------------- ----------------
77,956 84,284
Less accumulated depreciation and amortization...................... 41,726 49,107
---------------- ----------------
Property and equipment, net........................................ 36,230 35,177
---------------- ----------------
Goodwill and intangibles, net......................................... 139,373 123,467
Deferred income tax asset and other assets............................ 15,553 15,808
---------------- ----------------
Total assets.................................................... $ 315,139 $271,393
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................... $57,577 $47,428
Accrued expenses.................................................... 22,838 26,246
Notes payable....................................................... - 20,446
Accrued compensation................................................ 4,687 3,122
Current portion of long-term debt................................... 103 508
---------------- ----------------
Total current liabilities.......................................... 85,205 97,750
---------------- ----------------
Long-term debt........................................................ 28,451 961
---------------- ----------------
Other long-term liabilities........................................... 3,658 3,829
---------------- ----------------
Stockholders' equity:
Class A common stock, par $0.01....................................... 425 459
Authorized - 85,000,000 shares
Issued and outstanding - 42,472,781 shares at March 31, 2001 and 45,859,939
shares at September 30, 2001
Class B common stock, par $0.01....................................... 190 190
Authorized - 25,000,000 shares
Issued and outstanding - 19,014,869 shares at March 31, 2001 and
September 30, 2001
Preferred stock, par $0.01............................................ -- --
Authorized - 1,000,000 shares
Issued and outstanding - none
Deferred compensation................................................. 854 877
Additional paid-in capital............................................ 357,684 363,606
Accumulated other comprehensive loss.................................. (34) (29)
Accumulated deficit................................................... (161,294) (196,250)
---------------- ----------------
Total stockholders' equity...................................... 197,825 168,853
---------------- ----------------
Total liabilities and stockholders' equity.................... $ 315,139 $ 271,393
================ ================
The accompanying notes are an integral part of these Condensed
Consolidated Financial Statements.
3
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
September 30, September 30,
---------------------------- ----------------------------
2000 2001 2000 2001
------------ ------------ ------------ ------------
(unaudited)
(in thousands, except per share data)
Equipment sales............................... $ 96,041 $ 46,319 $ 189,995 $ 96,527
Services...................................... 9,961 13,102 19,350 26,193
------------ ------------ ------------ ------------
Total revenues.............................. 106,002 59,421 209,345 122,720
Cost of equipment sales....................... 79,221 40,637 154,832 83,743
Cost of services.............................. 6,011 8,579 11,750 16,454
------------ ------------ ------------ ------------
Total cost of goods sold.................... 85,232 49,216 166,582 100,197
------------ ------------ ------------ ------------
Gross margin............................... 20,770 10,205 42,763 22,523
Operating expenses:
Sales and marketing......................... 6,362 4,806 14,561 10,720
Research and development.................... 7,509 5,935 14,947 13,925
General and administrative.................. 6,539 6,207 12,203 11,887
Restructuring............................... - 2,200 - 2,200
Goodwill amortization....................... 7,958 7,953 15,916 15,906
------------ ------------ ------------ ------------
Total operating expenses.................. 28,368 27,101 57,627 54,638
------------ ------------ ------------ ------------
Operating loss................................ (7,598) (16,896) (14,864) (32,115)
Other (income) expense, net................... 105 16 (64) 273
Interest expense.............................. 331 1,208 450 2,567
------------ ------------ ------------ ------------
Loss before tax benefit....................... (8,034) (18,120) (15,250) (34,955)
Benefit for income taxes...................... -- -- -- --
------------ ------------ ------------ ------------
Loss before cumulative effect of change in
accounting principle.......................... (8,034) (18,120) (15,250) (34,955)
Cumulative effect of change in accounting
principle..................................... -- -- 400 --
------------ ------------ ------------ ------------
Net loss...................................... $ (8,034) $ (18,120) $ (15,650) $ (34,955)
============ ============ ============ ============
Net loss per basic and diluted common share... $ (0.13) $ (0.28) $ (0.26) $ (0.55)
============ ============ ============ ============
Weighted average number of basic and diluted
common shares outstanding................... 61,188 64,846 60,697 63,743
============ ============ ============ ============
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
4
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended
September 30,
-----------------------------------------
2000 2001
----------------- -----------------
(unaudited)
(in thousands)
Cash flows from operating activities:
Net loss........................................................... $ (15,650) $ (34,955)
Reconciliation of net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization.................................... 21,350 23,217
Deferred compensation............................................ 99 24
Non-cash interest expense on debentures.......................... 135 --
Loss on sale of fixed assets..................................... -- 244
Changes in assets and liabilities:
Increase in accounts receivable.................................. (30,184) (1,243)
(Increase) decrease in inventory................................. (64,396) 28,678
(Increase) decrease in prepaid expenses and deposits............. (1,010) 133
Decrease (increase) in other assets.............................. 445 (255)
Increase (decrease) in accounts payable and accrued expenses..... 53,015 (6,291)
Decrease in restructuring accrual................................ (1,121) (279)
Decrease in accrued compensation................................. (1,528) (1,564)
----------------- -----------------
Net cash (used in) provided by operating activities........... (38,845) 7,709
----------------- -----------------
Cash flows from investing activities:
Purchases of property and equipment.............................. (13,481) (6,542)
Proceeds from sale of land, building and equipment............... 166 932
Decrease in short term investments............................... 1,951 --
----------------- -----------------
Net cash used in investing activities......................... (11,364) (5,610)
----------------- -----------------
Cash flows from financing activities:
Net borrowing (repayment) under revolving promissory notes....... 28,598 (7,954)
(Repayment) borrowing of long-term debt and leases payable....... (2,750) 1,314
Proceeds from the issuance of common stock....................... 5,527 5,955
----------------- -----------------
Net cash provided by (used in) financing activities........... 31,375 (685)
----------------- -----------------
Effect of exchange rate changes on cash............................ (33) 32
Net increase (decrease) in cash............................... (18,867) 1,446
Cash and cash equivalents, beginning of period..................... 27,258 405
----------------- -----------------
Cash and cash equivalents, end of period........................... $ 8,391 $ 1,851
================= =================
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
5
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. It is suggested that these condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended March 31, 2001.
In the opinion of management, the unaudited interim financial
statements included herein reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the Company's consolidated
financial position and the results of operations and cash flows at September 30,
2001, and for all periods presented. The results of operations for the three
month period ended September 30, 2001 are not necessarily indicative of the
results that may be expected for the fiscal year ending March 31, 2002 ("fiscal
year 2002").
NOTE 2. COMPUTATION OF NET LOSS PER SHARE
The computation of basic earnings per share is computed using the
weighted average number of common shares outstanding during the period. Diluted
earnings per share includes the number of additional common shares that would
have been outstanding if the dilutive potential common shares had been issued.
The effect of this computation on the number of outstanding shares is
antidilutive for the periods ended September 30, 2000, and 2001, and therefore
the net loss per basic and diluted earnings per share are the same.
NOTE 3. RESTRUCTURING CHARGE
The Company recognized a restructuring charge of $1.7 million and $2.2
million in the three months ended March 31, 2001 and September 30, 2001,
respectively. These charges were for personnel, legal, and other related costs.
The March 31, 2001 restructuring was to achieve cost reductions and was focused
primarily on the sales and marketing functions. The September 30, 2001
restructuring was to refocus the Company's business strategy and streamline the
organization and was focused primarily on engineering and marketing functions.
Included in the accrued restructuring balance as of March 31, 2001, is $1.3
million of restructuring charges related to the Teltrend acquisition. As of
September 30, 2001, the Company has paid approximately $2.5 million of these
accrued costs.
The Company's restructuring balances and their utilization are
presented in the following table:
Utilized
Balance thru Charged Balance
(in thousands) March 31, September 30, September September 30,
2001 2001 2001 2001
- --------------------------------------------------------------------------------
Employee Costs......... $ 2,602 $2,376 $2,000 $ 2,226
Legal & Other Costs.... 395 104 200 491
- --------------------------------------------------------------------------------
Total.................. $ 2,997 $2,480 $2,200 $ 2,717
================================================================================
6
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4. INTERIM SEGMENT INFORMATION
Westell's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and market strategy. They consist of:
1) A telecommunications equipment manufacturer of local loop access
products, and
2) A multi-point telecommunications service bureau specializing in
audio teleconferencing, multi-point video conferencing, broadcast
fax and multimedia teleconference services.
Performance of these segments is evaluated utilizing, revenue,
operating income and total asset measurements. The accounting policies of the
segments are the same as those for Westell Technologies, Inc. Segment
information for the three and six-month periods ended September 30, 2000 and
2001, are as follows:
Telecom Telecom
(In thousands) Equipment Services Total
----------- ------------ --------
Three months ended September 30, 2000
Revenues........................ $96,041 $ 9,961 $ 106,002
Operating income (loss)......... (9,544) 1,946 (7,598)
Depreciation and amortization... 10,030 790 10,820
Total assets.................... 387,231 21,933 409,164
Three months ended September 30, 2001
Revenues........................ $46,319 $ 13,102 $ 59,421
Operating income (loss)......... (18,541) 1,645 (16,896)
Depreciation and amortization... 10,571 1,130 11,701
Total assets.................... 248,767 22,626 271,393
Six months ended September 30, 2000
Revenues........................ $189,995 $19,350 $ 209,345
Operating income (loss)......... (18,354) 3,490 (14,864)
Depreciation and amortization... 19,787 1,563 21,350
Total assets.................... 387,231 21,933 409,164
Six months ended September 30, 2001
Revenues........................ 96,527 26,193 122,720
Operating income (loss)......... (36,410) 4,295 (32,115)
Depreciation and amortization... 21,122 2,095 23,217
Total assets.................... 248,767 22,626 271,393
Reconciliation of Operating loss from continuing operations for the reportable
segments to Loss from continuing operations before tax benefit or cumulative
effect of accounting change:
Three months ended Six months ended
September 30, September 30,
2000 2001 2000 2001
--------- --------- ---------- ---------
(In thousands)
Operating loss ................. $ (7,598) $ (16,896) $ (14,864) $ (32,115)
Other (income) expense, net..... 105 16 (64) 273
Interest expense................ 331 1,208 450 2,567
--------- ---------- --------- ----------
Loss before tax benefit......... $ (8,034) $ (18,120) $ (15,250) $ (34,955)
======= ======== ======== ========
7
NOTE 5. NEW ACCOUNTING PRONOUNCEMENTS:
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards (SFAS) No. 141, Business
Combinations, and No. 142, Goodwill and other Intangible Assets, effective for
fiscal years beginning after December 15, 2001. Under the new rules, goodwill
will no longer be amortized but will be subject to annual impairment tests.
Other intangible assets will continue to be amortized over their useful lives.
The Company plans to adopt these new standards on April 1, 2002. Application of
the non-amortization provisions of SFAS 142 is expected to result in an increase
of net income of approximately $31.8 million ($0.50 per share). During fiscal
2003 the Company will perform the first of the required impairment tests as of
April 1, 2002 and has not yet determined the effect that these tests will have
on the earnings and financial position of the Company.
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset
Retirement Obligations. In August 2001, the FASB issued SFAS 144, Accounting for
the Impairment - Disposal of Long Lived Assets. The Company will adopt these
standards on April 1, 2002. The Company doesn't expect that the adoption of
these statements will have a material effect on the Company's financial
statements.
NOTE 6. COMPREHENSIVE INCOME:
The disclosure of comprehensive loss, which encompasses net loss and foreign
currency translation adjustments, is as follows:
Three months ended Six months ended September
September 30, 30,
----------------------------- -----------------------------
(in thousands) 2000 2001 2000 2001
------------ ------------ ------------ ------------
Net loss...................................... $(8,034) $(18,120) $(15,650) $(34,955)
Other comprehensive (loss) income
Foreign currency translation adjustment.. (364) (38) (162) 5
------- -------- -------- ---------
Comprehensive loss........................... $(8,398) $(18,158) $(15,812) $(34,950)
NOTE 7. INVENTORIES
The components of inventories are as follows:
March 31, September 30,
------------ -------------
(in thousands) 2001 2001
------------ -------------
Raw material ................................. $ 47,989 $ 39,425
Work in process............................... 26 187
Finished goods................................ 51,153 26,767
Reserve for excess and obsolete inventory and
net realizable value.......................... (26,100) (22,000)
------------ -------------
$ 73,068 $ 44,379
============ =============
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATION
- ------------
OVERVIEW
Westell Technologies, Inc. ("Westell" or the "Company") derives most of
its equipment revenue from the sale of telecommunications equipment that enables
telecommunications services over copper telephone wires. The Company offers a
broad range of products that facilitate the transmission of high-speed digital
and analog data between a telephone company's central office and its end-user
customers. These products can be categorized into two business units presented
below. In previous quarters, the Company divided Broadband product revenue by
business unit for quarterly reporting purposes. Transport Systems and Customer
Premise Equipment business units have been combined to simplify the reporting of
revenue related to DSL products.
o TELCO ACCESS PRODUCTS ("TAP"): Products that maintain, repair and monitor
special service circuits used over copper telephone wires in the portion of
the telephone companies' network connecting the central office with the
customers' locations (the "Local Loop"). Products include all of Westell's
analog products and products that support digital T-1 transmission such as
its Network Interface Units ("NIU") products.
o BROADBAND: Products that facilitate high speed voice and data access
originating at copper lines and terminating to copper or fiber. Products
include equipment located in the telco's central offices and equipment on
the customer premises. Broadband products include ADSL, HDSL and DS3.
The Company's service revenues are derived from audio, multi port video
and multi media teleconferencing services from the Company's Conference Plus,
Inc. subsidiary.
Below is a table that compares equipment and service revenues for the
three and six month periods ended September 30, 2000 with the three and six
month periods ended September 30, 2001 by business unit.
Three Months ended Six months ended
September 30, September 30,
----------------------- ----------------------
(in thousands) 2000 2001 2000 2001
----------- ---------- ---------- ----------
TAP.................... $28,287 $ 23,268 $58,718 $50,172
Broadband.............. 67,754 23,051 131,277 46,355
----------- ---------- ---------- ----------
Total equipment........ 96,041 46,319 189,995 96,527
Services............... 9,961 13,102 19,350 26,193
----------- ---------- ---------- ----------
Total revenues......... $ 106,002 $ 59,421 $209,345 $122,720
=========== ========== ========== ==========
Westell's net revenues decreased 44% and 41% in the three and six-month
periods ended September 30, 2001, respectively, when compared to the comparable
prior year periods. The decreased revenue was due to a decrease in equipment
revenue offset in part by increased service revenue for the three and six month
periods. The reduction in equipment revenue was primarily due to the decreased
sales of the Company's broadband products along with decreased sales of TAP
products. The increased service revenue is a result of increased teleconference
call minutes.
The Company expects to continue to evaluate new product opportunities
and engage in extensive research and development activities. This will require
the Company to continue to invest heavily in research and development and sales
and marketing, which could adversely affect short-term results of operations.
The Company believes that its future revenue growth and profitability will
principally depend on its success in increasing sales of Broadband products and
developing new and enhanced TAP products. In view of the Company's reliance on
the DSL market for growth and the unpredictability of DSL orders and subsequent
revenues, the Company believes that period to period comparisons of its
financial results are not necessarily meaningful and should not be relied upon
as an indication of future performance. Revenues from TAP products such as NIU's
have declined in recent years as telcos continue to move to networks that
deliver higher speed digital transmission services. Failure to increase revenues
from new products, whether due to lack of market acceptance, competition,
technological change or otherwise, would have a material adverse effect on the
Company's business and results of operations.
9
RESULTS OF OPERATIONS - Periods ended September 30, 2001 compared to periods
ended September 30, 2000
Revenues. The Company's revenues decreased 44% from $106.0 million in the three
months ended September 30, 2000 to $59.4 million in the three months ended
September 30, 2001. This revenue decrease was primarily due to decreased
equipment revenue from the Company's Broadband products of $44.7 million when
compared with the same period of the prior year. Equipment revenue from the
Company's TAP products also decreased by $5.0 million when compared with the
same three-month period of the prior year. The decreased equipment revenue was
due to overall unit volume decreases and lower unit selling prices. Service
revenue increased in the three month period by $3.1 million when compared with
the same period of the prior year due to an increase in call minutes at the
Company's Conference Plus, Inc. subsidiary.
The Company's revenues decreased 41% from $209.3 million in the six months ended
September 30, 2000 to $122.7 million in the six months ended September 30, 2001.
This revenue decrease was primarily due to decreased equipment revenue from the
Company's Broadband products of $84.9 million when compared with the same period
of the prior year. Equipment revenue from the Company's TAP products also
decreased by $8.5 million when compared with the same six-month period of the
prior year. The decreased equipment revenue was due to overall unit volume
decreases and lower unit selling prices. Service revenue increased in the six
month period by $6.8 million when compared with the same period of the prior
year due to an increase in call minutes at the Company's Conference Plus, Inc.
subsidiary.
Gross Margin. Gross margin as a percentage of revenue decreased from 19.6% in
the three months ended September 30, 2000 to 17.2% in the three months ended
September 30, 2001 and decreased from 20.4% in the six months ended September
30, 2000 to 18.4% in the six months ended September 30, 2001. The decreased
margins in the three and six month periods ended September 30, 2001 were
primarily due to an excess and obsolete inventory charge recorded in the three
months ended September 30, 2001. The excess and obsolete inventory charge was
related to products and projects that were discontinued as part of the August
2001 realignment of the Company. These decreases were offset in part by
increased margin dollars generated by the Company's Conference Plus, Inc.
subsidiary.
Sales and Marketing. Sales and marketing expenses decreased 24.5%, or $1.6
million, to $4.8 million in the three months ended September 30, 2001 and
decreased 26.4%, or $3.8 million, to $10.7 million in the six months ended
September 30, 2001 when compared to the same period last year. The decrease in
sales and marketing expenses during the three and six month periods was
primarily due to staff reductions and spending cuts during fiscal year 2002 and
decreased shipping charges to customers associated with the decrease in sales.
Sales and marketing expenses increased as a percentage of revenues from 6.0% in
the three months ended September 30, 2000 to 8.1% in the three months ended
September 30, 2001. Sales and marketing expenses also increased as a percentage
of revenues from 7.0% in the six months ended September 30, 2000 to 8.7% in the
six months ended September 30, 2001. The reduced revenue in the fiscal 2002
periods was the primary cause of these percentage increases. The Company
believes that continued investment in sales and marketing will be required to
expand its product lines, bring new products to market and service customers.
Research and Development. Research and development expenses decreased 21.0%, or
$1.6 million, to $5.9 million in the three months ended September 30, 2001 and
decreased 6.8%, or $1.0 million, to $13.9 million in the six months ended
September 30, 2001 when compared to the same period last year. The decrease in
research and development expenses during the three and six month periods was
primarily due to staff reductions and spending cuts during fiscal year 2002.
Research and development expenses increased as a percentage of revenues from
7.1% in the three months ended September 30, 2000 to 10.0% in the three months
ended September 30, 2001. Research and development expenses also increased as a
percentage of revenues from 7.1% in the six months ended September 30, 2000 to
11.3% in the six months ended September 30, 2001. The reduced revenue in the
fiscal 2002 periods was the primary cause of these percentage increases. The
Company believes that a continued commitment to research and development will be
required for the Company to remain competitive.
10
RESULTS OF OPERATIONS - continued
General and Administrative. General and administrative expenses decreased 5.1%,
from $6.5 million in the three months ended September 30, 2000 to $6.2 million
in the three months ended September 30, 2001. General and administrative
expenses decreased 2.6%, from $12.2 million in the six months ended September
30, 2000 to $11.9 million in the six months ended September 30, 2001. General
and administrative expenses increased as a percentage of revenues from 6.2% in
the three months ended September 30, 2000 to 10.4% in the three months ended
September 30, 2001. General and administrative expenses increased as a
percentage of revenues from 5.8% in the six months ended September 30, 2000 to
9.7% in the six months ended September 30, 2001. The reduced revenue in the
fiscal 2002 periods was the primary cause of these increases.
Goodwill Amortization. Intangible assets include goodwill, synergistic goodwill
and product technology related to the Teltrend acquisition. The purchase price
of approximately $238.2 million exceeded the fair market value of net assets
acquired, resulting in goodwill of $59.9 million, synergistic goodwill of $57.0
million, and product technology of $55.6 million which will be amortized on a
straight-line basis over an average of approximately ten years.
Other (income) expense, net. Other (income) expense, net decreased from a loss
of $105,000 in the three months ended September 30, 2000 to a loss of $16,000 in
the three months ended September 30, 2001 and decreased from income of $64,000
in the six months ended September 30, 2000 to a loss of $273,000 in the six
months ended September 30, 2001. Other income is primarily comprised of interest
income earned on temporary cash investments, the elimination of minority
interest and unrealized gains or losses on intercompany balances denominated in
foreign currency. The expense for the fiscal 2002 periods was primarily due to
the recognition of foreign currency gains/loss on intercompany balances.
Interest expense. Interest expense increased from $331,000 in the three months
ended September 30, 2000 to $1.2 million in the three months ended September 30,
2001 and increased from $450,000 in the six months ended September 30, 2000 to
$2.6 million in the six months ended September 30, 2001. Interest expense during
the current period is a result of interest incurred on net obligations
outstanding during the period under promissory notes, capital leases, and vendor
debt. The increase is due to larger outstanding debt obligations.
Income taxes. There was no benefit for income taxes recorded for either the
three or the six month periods ended September 30, 2000 and 2001. The Company
provided valuation reserves for the entire benefit generated during the three
and six month periods ended September 30, 2001 of $3.9 million and $7.4 million,
respectively, since the resulting gross deferred tax asset would have exceeded
the value of tax planning strategies available to the Company. The Company will
evaluate on a quarterly basis it's ability to record a benefit for income taxes
in relation to the value of tax planning strategies available in relation to the
resulting gross deferred asset.
11
RESULTS OF OPERATIONS - continued
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2001, the Company had $1.9 million in cash. As of
September 30, 2001, the Company had $20.4 million outstanding under its secured
revolving promissory note facility and approximately $12.6 million available
under its secured revolving promissory note facility.
On June 29, 2001, the Company amended the revolving credit facility,
resulting in an asset-based, revolving lending facility providing for total
borrowing based upon 85% of eligible accounts receivable and 30% of eligible
inventory not to exceed $9.0 million and 70% of the guarantee described below.
The $9.0 million inventory limitation is reduced by $100,000 on August 1, 2001,
and shall be reduced by an additional $100,000 on the first day of each month
thereafter. The Company was eligible to borrow an additional $12.6 million under
this facility as of September 30, 2001. The facility is collateralized by
substantially all assets of the Company and will remain available until June 30,
2002. The facility provides for maximum borrowings of up to $35.0 million. The
facility is guaranteed by trusts for the benefit of Robert C. Penny III and
other Penny family members and is supported by their brokerage account totaling
approximately $10.0 million. In consideration of the guarantee, the Company has
granted these stockholders warrants to purchase 512,820 shares of Class A Common
Stock for a period of five years at an exercise price of $1.95 per share. Any
future equity financing will also reduce dollar for dollar the amount of the
guaranty. Borrowings under this revolving credit facility provide for the
interest to be paid by the Company at prime plus 1%.
The amended secured revolving credit facility required, among other
things maintenance of a minimum tangible net worth and target EBITDA. The
Company's failure to meet these quarterly financial covenants would allow the
lenders to demand repayment of all amounts outstanding under the credit
facility. The Company was not in compliance with target EBITDA and the interest
coverage ratio at September 30, 2001 however, the Company and its lenders have
entered into an amendment and waiver under which the covenant violations
discussed above were waived.
The Company's operating activities generated cash of $7.7 million in
the six months ended September 30, 2001. This resulted primarily from a loss
from continuing operations of $11.7 million (excluding depreciation and
amortization) offset by increased working capital. Working capital was affected
primarily by decreases in inventory and offset in part by a decrease in accounts
payable and accrued expenses. In the third fiscal quarter of fiscal 2002, the
Company expects to record a $1 million charge resulting from the settlement of
litigation.
Capital expenditures for the six-month period ended September 30, 2001
were approximately $6.5 million, of which $900,000 was funded by a capital
lease. The Company expects to spend approximately $5.6 million for the remainder
of fiscal year 2002 related primarily for machinery, computer and research
equipment purchases.
At September 30, 2001, the Company's principle sources of liquidity
were $1.9 million of cash and the secured revolving promissory note facility
under which the Company was eligible to borrow up to an additional $12.6 million
based upon receivables and inventory levels. To meet the Company's cash needs
for fiscal year 2002 the Company is exploring various alternatives including
equity or subordinated debt offerings.
The Company had a deferred tax asset of approximately $79.4 million at
September 30, 2001. This deferred tax asset relates to (i) tax credit
carryforwards of approximately $4.8 million, (ii) a net operating loss
carryforward tax benefit of approximately $54.2 million and (iii) temporary
differences between the amount of assets and liabilities for financial reporting
purposes and such amounts measured by tax laws. Of such tax credit
carryforwards, the first $243,000 of credits expire in 2008 and $722,000 of
credits may be carried forward indefinitely. The net operating loss carryforward
begins to expire in 2012.
Realization of deferred tax assets associated with the Company's future
deductible temporary differences, net operating loss carryforwards and tax
credit carryforwards is dependent upon generating sufficient taxable income
prior to their expiration. Although realization of the deferred tax asset is not
assured as the Company has incurred operating losses for the 1999, 2000 and 2001
fiscal years, management believes that it is more likely than not that it will
generate taxable income sufficient to realize a portion of the tax benefit. A
portion of these deferred tax assets are expected to be utilized, prior to their
expiration, through a tax
12
RESULTS OF OPERATIONS - continued
planning strategy available to the Company. Management will continue to
periodically assess whether it remains more likely than not that the deferred
tax asset will be realized. If the tax planning strategy is not sufficient to
generate taxable income to recover the deferred tax benefit recorded, an
increase in the valuation allowance will be required through a charge to the
income tax provision. However, if the Company achieves sufficient profitability
or has available additional tax planning strategies to utilize a greater portion
of the deferred tax asset, an income tax benefit would be recorded to decrease
the valuation allowance.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
- ---------------------------------------------------------------------
Westell is subject to certain market risks, including foreign currency
and interest rates. The Company has foreign subsidiaries in the United Kingdom
and Ireland that develop and sell products and services in those respective
countries. The Company is exposed to potential gains and losses from foreign
currency fluctuations affecting net investments and earnings denominated in
foreign currencies. The Company's future primary exposure is to changes in
exchange rates for the U.S. dollar versus the British pound and the Irish pound.
As of September 30, 2001, the net balance in the cumulative foreign
currency translation adjustment account, which is a component of stockholders'
equity, was an unrealized loss of $29,000.
The Company does not have significant exposure to interest rate risk
related to its debt obligations, which are primarily U.S. Dollar denominated.
The Company's market risk is the potential loss arising from adverse changes in
interest rates. As further described in Note 1 of the Company's 10-K for the
period ended March 31, 2001, the Company's debt consists primarily of a
floating-rate bank line-of credit. Market risk is estimated as the potential
decrease in pretax earnings resulting from a hypothetical increase in interest
rates of 10% (i.e. from approximately 6.50% to approximately 7.15%) average
interest rate on the Company's debt. If such an increase occurred, the Company
would incur approximately $210,000 per annum in additional interest expense
based on the average debt borrowed during the twelve months ended September 30,
2001. The Company does not feel such additional expense is significant.
The Company does not currently use any derivative financial instruments
relating to the risk associated with changes in interest rates.
13
PART II. OTHER INFORMATION
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ITEM 1. LITIGATION
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Westell Technologies, Inc. and certain of its officers and directors
have been named in the following class actions:
1. Schumaster v. Westell Technologies, Inc., et al., No. 00C7991 (filed
December 26, 2000);
2. Barton v. Westell Technologies, Inc., et al., No. 00C7765 (filed
December 12, 2000);
3. Hoffman v. Westell Technologies, Inc., et al., No. 00C7624 (filed
December 4, 2000);
4. PAS Mgmt. & Consulting Serv., Inc. v. Westell Technologies, Inc., et
al., No. 00C7605 (filed December 4, 2000);
5. Abdelnour v. Westell Technologies, Inc., et al., No. 00C7308 (filed
November 20, 2000);
6. Feinstein v. Westell Technologies, Inc., et al., No. 00C7247 (filed
November 16, 2000);
7. Lefkowitz v. Westell Technologies, Inc., et al., No. 00 C 6881 (filed
November 2, 2000);
8. Greif v. Westell Technologies, Inc., et al., No. 00 C 7046 (filed
November 8, 2000);
9. Seplow v. Westell Technologies, Inc., et al., No. 00 C 7019 (filed
November 7, 2000);
10. Llanes v. Westell Technologies, Inc., et al., No. 00 C 6780 (filed
October 30, 2000); and
11. Bergh v. Westell Technologies, Inc., et al., No. 00 C 6735 (filed
October 27, 2000).
Each of these cases was filed in the United States District Court for the
Northern District of Illinois and alleges generally that the defendants violated
the antifraud provisions of the federal securities laws by allegedly issuing
material false and misleading statements and/or allegedly omitting material
facts necessary to make the statements made not misleading thereby allegedly
inflating the price of Westell stock for certain time periods. Each of these
cases allegedly arises from the same set of operative facts and seeks the same
relief -- damages allegedly sustained by plaintiffs and the class by reason of
the acts and transactions alleged in the complaints as well as interest on any
damage award, reasonable attorneys' fees, expert fees, and other costs.
On January 11, 2001 Judge George W. Lindbergh of the federal district
court for the Northern District of Illinois consolidated these cases into one
lawsuit, captioned In re Westell Technologies, Inc., No 00 C 6735 (filed
February 1, 2001). On November 8, 2001, the Court entered a pretrial scheduling
order which sets forth dates for the close of discovery and the filing of
dispositive motions.
Certain of its Westell Technologies, Inc.'s officers and directors have
been named in the following derivative actions:
1. The Ceyda Foundation Trust v. Ziontz, et al, No. 01C2826 (filed April
20, 2001);
2. Vukovich v. Zionts, et al., No. 18647 (filed January 26, 2001); and
3. Dollens v. Zionts, et al., No. 18533 NC (filed December 4, 2000).
On November 8, 2001, these cases were consolidated in the United District Court
for the Northern District of Illinois. Each case alleges generally that the
defendants issued material false and misleading statements and/or allegedly
omitting material facts necessary to make the statements made not misleading
thereby allegedly inflating the price of Westell stock for certain time periods,
engaged in insider trading, misappropriated corporate information, and beached
their fiduciary duties to Westell Technology, Inc.'s shareholders. Each case
allegedly arises from the same set of operative facts and seeks the same relief
- -- damages allegedly sustained by Westell by reason of the acts and transactions
alleged in the complaints, a constructive trust for the amount of profits the
individual defendants made on insider sales, reasonable attorneys' fees, expert
fees, and other costs. The Court has stayed all discovery until a lead
plaintiff's counsel has been selected and the filing of a consolidated complaint
by such counsel.
14
On May 31, 2001, Westell's officers and directors were also named in a
derivative action filed in the Circuit Court of Kane County, Illinois: Rothchild
v. Zionts, et al., No. 01LK259. Based on essentially the same allegations in the
lawsuits described above, the plaintiff alleges that the defendants beached
their fiduciary duties to Westell's shareholders, wasted corporate assets and
grossly mismanaged the business affairs of Westell. Plaintiff seeks the damages
allegedly sustained by Westell by reason of the acts and transactions alleged in
the complaint, including punitive damages, as well as reasonable attorneys' fees
and expert fees. Plaintiff's counsel informed defendants' counsel that plaintiff
intends to dismiss his case without prejudice and join in the
Ceyda/Dollens/Vukovich consolidated derivative actions.
In the opinion of the Company, although the outcome of any legal
proceedings cannot be predicted with certainty, the liability of the Company in
connection with its legal proceedings could have a material effect on the
Company's financial position.
The Company has been named as a defendant in Celsian Technologies, Inc.
v. Westell, Inc., Case No. 01 CC 03977, Superior Court of the State of
California, County of Orange, which was filed March 23, 2001. The complaint
alleges nonpayment for delivered goods and seeks $13,400,000 in damages. The
Company removed this case to federal court on April 30, 2001, where it is now
pending in the United States District Court for the Central District of
California as Case No. 01-3878 FMC. On May 29, 2001, Westell answered Celsian's
complaint and filed a counterclaim against Celsian for breach of contract and
breach of express and implied warranties. Celsian answered Westell's
counterclaim and filed a third party claim against Pac Tec, a division of La
France Corporation. At a status conference held on September 10, 2001, the Court
set various discovery and pretrial deadlines and scheduled the trial for
December 3, 2002.
We are currently reviewing the Celsian complaints. However, we cannot
guarantee that we will be meritorious in any of the lawsuits described above and
a verdict against us in any of the lawsuits could materially adversely affect
our business and operating results.
Westell has settled litigation with Alcatel Microelectronics, N.V.
PacTec, a division of La France corporation and Virata Corporation that has been
disclosed in Westell's previous SEC filings. Westell estimates that a one-time
charge to earnings of $1 million will result from these settlements.
ITEM 4. OTHER EVENTS
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None.
ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K
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10.22 Amendment To Amended And Restated Loan And Security Agreement dated
as of October 30, 2001, among LaSalle Bank National Association, Westell
Technologies, Inc., Westell International, Inc., Conference Plus, Inc., an
Delaware corporation, and Teltrend, Inc., a Delaware corporation.
10.23 Severance Agreement date June 28,2001, by and between Westell, Inc.,
an Illinois corporation, and E. Van Cullens.
10.24 Employment Letter dated June 28, 2001 between Westell Technologies,
Inc. and E. Van Cullens.
The registrant was not required to file any reports on Form 8-K for the
quarter.
15
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
WESTELL TECHNOLOGIES, INC.
--------------------------
(Registrant)
DATE: November 14, 2001
By: E. VAN CULLENS
---------------------
E. VAN CULLENS
Chief Executive Officer
By: NICHOLAS C. HINDMAN
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NICHOLAS C. HINDMAN
Chief Financial Officer