UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File Number 0-27266
-------
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
750 N. COMMONS DRIVE, AURORA, IL 60504
(Address of principal executive offices) (Zip Code)
(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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 126-2 of the Securities Exchange Act of 1934). Yes No X .
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 - 52,706,664 shares at February 2, 2004
Class B Common Stock, $0.01 Par Value - 14,986,690 shares at February 2, 2004
1
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION: Page No.
--------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
- As of March 31, 2003 and December 31, 2003 (unaudited)
Condensed Consolidated Statements of Income (unaudited) 4
- Three months ended December 31, 2002 and 2003
- Nine months ended December 31, 2002 and 2003
Condensed Consolidated Statements of Cash Flows (unaudited) 5
- Nine months ended December 31, 2002 and 2003
Notes to the Condensed Consolidated Financial Statements
(unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures about Market Risks 16
Item 4. Controls and Procedures 16
PART II OTHER INFORMATION
Item 1. Legal Proceedings 17
Item 6. Exhibits and Reports on Form 8-K 17
SAFE HARBOR STATEMENT
Certain statements contained herein including, without limitation, statements
containing the words "believe," "goal," "on track, " "anticipate," "committed"
"expectation," "expect," "estimate", "await," "continue," "intend," "may,"
"will," "should," and similar expressions are forward looking statements that
involve risks and uncertainties. These risks include, but are not limited to,
product demand and market acceptance risks, need for financing, the economic
downturn in the U.S. economy and telecom market, the impact of competitive
products or technologies, competitive pricing pressures, product development,
excess and obsolete inventory, new product development, commercialization and
technological delays or difficulties (including delays or difficulties in
developing, producing, testing and selling new products and technologies), the
effect of Westell's accounting policies, the need for additional capital, the
effect of economic conditions and trade, legal social and economic risks (such
as import, licensing and trade restrictions) and other risks more fully
described in Westell's Annual Report on Form 10-K for the fiscal year ended
March 31, 2003 under the section "Risk Factors". Westell undertakes no
obligation to release publicly the result of any revisions to these forward
looking statements that may be made to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
2
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 31, December 31,
2003 2003
---------------- ----------------
(unaudited)
(in thousands)
Current assets:
Cash and cash equivalents........................................... $11,474 $10,678
Accounts receivable (net of allowance of $905,000 and $1,142,000
respectively)....................................................... 22,633 22,351
Inventories......................................................... 11,843 12,437
Prepaid expenses and other current assets........................... 1,532 2,755
Deferred income tax asset........................................... 2,300 2,300
---------------- ----------------
Total current assets............................................ 49,782 50,521
---------------- ----------------
Property and equipment:
Machinery and equipment............................................. 42,819 41,168
Office, computer and research equipment............................. 25,301 23,310
Leasehold improvements.............................................. 7,731 7,763
---------------- ----------------
75,851 72,241
Less accumulated depreciation and amortization...................... 55,417 54,923
---------------- ----------------
Property and equipment, net........................................ 20,434 17,318
---------------- ----------------
Goodwill 6,990 6,990
Intangibles, net...................................................... 8,408 7,318
Deferred income tax asset and other assets............................ 23,860 23,827
---------------- ----------------
Total assets.................................................... $ 109,474 $ 105,974
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................... $11,802 $ 13,940
Accrued expenses.................................................... 10,775 10,760
Accrued compensation................................................ 4,487 5,168
Current portion of long-term debt................................... 17,057 5,893
---------------- ----------------
Total current liabilities.......................................... 44,121 35,761
---------------- ----------------
Long-term debt........................................................ 17,760 498
Other long-term liabilities........................................... 4,100 4,100
---------------- ----------------
Total liabilities.................................................. 65,981 40,359
---------------- ----------------
Stockholders' equity:
Class A common stock, par $0.01....................................... 460 514
Authorized - 109,000,000 shares
Issued and outstanding - 45,966,440 shares at March 31, 2003 and
51,381,445 shares at December 31, 2003
Class B common stock, par $0.01....................................... 190 162
Authorized - 25,000,000 shares
Issued and outstanding - 19,014,869 shares at March 31, 2003 and
16,201,849 shares at December 31, 2003
Preferred stock, par $0.01............................................ -- --
Authorized - 1,000,000 shares
Issued and outstanding - none
Deferred compensation................................................. 46 --
Additional paid-in capital............................................ 364,661 371,776
Treasury stock at cost - 93,000 shares................................ (247) (247)
Cumulative translation adjustment..................................... (168) (426)
Accumulated deficit................................................... (321,449) (306,164)
---------------- ----------------
Total stockholders' equity...................................... 43,493 65,615
---------------- ----------------
Total liabilities and stockholders' equity.................... $ 109,474 $105,974
================ ================
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
December 31, December 31,
------------------------------ ------------------------------
2002 2003 2002 2003
------------- ------------- ------------- -------------
(unaudited)
(in thousands, except per share data)
Equipment sales............................... $ 39,121 $ 49,203 $ 124,386 $139,830
Services...................................... 10,082 10,775 30,793 33,810
------------- ------------- ------------- -------------
Total revenues.............................. 49,203 59,978 155,179 173,640
Cost of equipment sales....................... 28,181 33,167 89,855 93,996
Cost of services.............................. 6,577 7,693 20,399 21,231
------------- ------------- ------------- -------------
Total cost of goods sold.................... 34,758 40,860 110,254 115,227
------------- ------------- ------------- -------------
Gross margin............................... 14,445 19,118 44,925 58,413
Operating expenses:
Sales and marketing......................... 3,535 4,647 12,483 14,857
Research and development.................... 4,097 3,874 11,721 12,630
General and administrative.................. 3,486 4,545 12,263 14,014
Restructuring............................... 180 -- 1,922 --
Intangible amortization..................... 389 364 1,167 1,091
------------- ------------- ------------- -------------
Total operating expenses.................. 11,687 13,430 39,556 42,592
------------- ------------- ------------- -------------
Operating income.............................. 2,758 5,688 5,369 15,821
Other income, net............................. (17) (189) (128) (147)
Interest expense.............................. 517 127 1,984 683
------------- ------------- ------------- -------------
Income before taxes .......................... 2,258 5,750 3,513 15,285
Income taxes.................................. -- -- -- --
------------- ------------- ------------- -------------
Net income.................................... $ 2,258 $5,750 $ 3,513 $15,285
============= ============= ============= =============
Net income per common share:..................
Basic............................ $ 0.03 $ 0.09 $ 0.05 $ 0.23
============= ============= ============= =============
Diluted.......................... $ 0.03 $ 0.08 $ 0.05 $ 0.22
============= ============= ============= =============
Weighted average number of common shares
outstanding:................................
Basic............................ 64,921 67,373 64,921 66,569
============= ============= ============= =============
Diluted.......................... 64,979 70,897 64,972 70,502
============= ============= ============= =============
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
4
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended
December 31,
-----------------------------------------
2002 2003
----------------- -----------------
(unaudited)
(in thousands)
Cash flows from operating activities:
Net income......................................................... $ 3,513 $ 15,285
Reconciliation of net income to net cash provided by
Operating activities:
Depreciation and amortization.................................... 10,205 7,050
Restructuring ................................................... (490) (733)
Loss on sale of fixed assets..................................... 79 253
Changes in assets and liabilities:
Accounts receivable.............................................. 3,215 24
Inventory........................................................ 5,590 (594)
Prepaid expenses and deposits.................................... (735) (1,223)
Other assets..................................................... (378) 33
Accounts payable and accrued expenses............................ (7,536) 2,865
Accrued compensation............................................. 537 681
----------------- -----------------
Net cash provided by operating activities..................... 14,000 23,641
----------------- -----------------
Cash flows from investing activities:
Purchases of property and equipment.............................. (1,472) (3,112)
Proceeds from sale of land, building and equipment............... 1,977 17
Purchase of subsidiary stock..................................... (256) (400)
----------------- -----------------
Net cash provided by (used in) investing activities........... 249 (3,495)
----------------- -----------------
Cash flows from financing activities:
Net repayment under revolving promissory notes................... (6,187) (19,956)
Borrowing of long-term debt and leases payable................... 363 --
Repayment of long-term debt and leases payable................... (8,134) (8,071)
Proceeds from the issuance of common stock....................... -- 7,095
----------------- -----------------
Net cash used in financing activities......................... (13,958) (20,932)
----------------- -----------------
Effect of exchange rate changes on cash............................ (52) (10)
----------------- -----------------
Net increase (decrease) in cash............................... 239 (796)
Cash and cash equivalents, beginning of period..................... 6,687 11,474
----------------- -----------------
Cash and cash equivalents, end of period........................... $ 6,926 $10,678
================= =================
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, 2003.
In the opinion of management, the unaudited interim financial
statements included herein reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the Company's consolidated
financial position and the results of operations and cash flows at December 31,
2003, and for all periods presented. The results of operations for the three or
nine month periods ended December 31, 2003 are not necessarily indicative of the
results that may be expected for the fiscal year ending March 31, 2004 ("fiscal
year 2004").
NOTE 2. COMPUTATION OF NET INCOME PER SHARE
The computation of basic earnings per share is computed using the
weighted average number of common shares outstanding during the period. Diluted
earnings per share includes the number of additional common shares that would
have been outstanding if the dilutive potential common shares had been issued.
The following table sets forth the computation of basic and diluted earnings per
share:
Three months ended Nine months ended
December 31, December 31,
---------------------------- -----------------------------
Dollars in thousands, except per share
amounts 2002 2003 2002 2003
------------ ------------ ------------ -------------
BASIC EARNINGS PER SHARE:
Net income $2,258 $5,750 $3,513 $15,285
Average basic shares outstanding 64,921 67,373 64,921 66,569
Basic net income per share $0.03 $0.09 $0.05 $0.23
DILUTED EARNINGS PER SHARE:
Net income $ 2,258 $5,750 $ 3,513 $15,285
Average basic shares outstanding 64,921 67,373 64,921 66,569
Effect of dilutive securities:
stock options and warrants 58 3,524 51 3,933
------------ ------------ ------------ -------------
Average diluted shares outstanding 64,979 70,897 64,972 70,502
------------ ------------ ------------ -------------
Diluted net income per share $0.03 $0.08 $0.05 $0.22
NOTE 3. RESTRUCTURING CHARGE
The Company recognized restructuring costs of $2.9 million in the three
months ended March 31, 2000. Approximately $2.4 million of the total
restructuring cost had been accrued in connection with the purchase of Teltrend
Inc. and related primarily to the termination of approximately 30 Teltrend Inc.
employees. The remaining $0.5 million of the restructuring costs was charged to
operations and related to personnel, legal, and other related costs incurred in
order to eliminate redundant employees due to the acquisition of Teltrend Inc.
The goal of the restructuring plan was to combine and streamline the operations
of the two companies and to achieve synergies related to the manufacture and
distribution of common product lines. As of December 31, 2003, $2.8 million of
these restructuring costs had been paid leaving a balance of approximately $0.1
million.
The Company recognized a restructuring charge of $6.3 million in fiscal
year 2002. This charge included personnel, facility and certain development
contract costs. The purpose of the fiscal year 2002 restructuring plan was to
6
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
decrease costs primarily by a workforce reduction of approximately 200 employees
and to realign the Company's cost structure with the Company's anticipated
business outlook. During fiscal year 2003, a portion of a leased facility
previously vacated in connection with the fiscal year 2002 restructuring plan
was sublet resulting in a reversal of $0.9 million of facility lease costs
accrued in fiscal 2002. As of December 31, 2003, $4.7 million of the fiscal 2002
restructuring costs had been paid leaving a balance of approximately $0.7
million.
The Company recognized a restructuring expense of $2.6 million offset
by a $.9 million reversal as described in the previous paragraph in fiscal year
2003. This charge included personnel and facility costs related primarily to the
closing of a Conference Plus, Inc. facility and personnel and facility charges
at Westell Limited. The reversal relates to a reduction in an accrual for lease
costs due to the sublet of a leased facility previously vacated by Conference
Plus, Inc. in fiscal year 2002. Approximately 25 employees were impacted by
these reorganizations. As of December 31, 2003, the Company paid approximately
$1.3 million of these accrued restructuring costs leaving a balance of $1.3
million.
The Company's restructuring accrual balances and activity are presented
in the following table:
Charged Utilized
Balance through through Balance
March 31, December 31, December 31, December 31,
(in thousands) 2003 2003 2003 2003
- ------------------------------------------------------------------------------------------------------
Employee costs...................... $ 769 $ -- $ 625 $ 144
Legal, facility & other costs....... 2,076 -- 108 1,968
- ------------------------------------------------------------------------------------------------------
Total............................... $ 2,845 $ -- $ 733 $ 2,112
======================================================================================================
7
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4. INTERIM SEGMENT INFORMATION
Westell's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and market strategy. They consist of:
1) A telecommunications equipment manufacturer of network access
products, and
2) A multi-point telecommunications service bureau specializing in
audio teleconferencing, multi-point video conferencing,
broadcast fax and multimedia teleconference services.
Performance of these segments is evaluated utilizing revenue, operating
income and total asset measurements. The accounting policies of the segments are
the same as those for Westell Technologies, Inc. Segment information for the
three and nine-month periods ended December 31, 2002 and 2003, are as follows:
Telecom Telecom
(In thousands) Equipment Services Total
------------ ------------ ---------
Three months ended December 31, 2002
Revenues.......................... $ 39,121 $ 10,082 $ 49,203
Operating income.................. 2,229 529 2,758
Depreciation and amortization..... 2,184 1,106 3,290
Total assets...................... 92,899 15,696 108,595
Three months ended December 31, 2003
Revenues.......................... $49,203 $ 10,775 $ 59,978
Operating income.................. 5,600 88 5,688
Depreciation and amortization..... 1,310 978 2,288
Total assets...................... 86,154 19,820 105,974
Nine months ended December 31, 2002
Revenues.......................... $124,386 $30,793 $155,179
Operating income.................. 4,573 796 5,369
Depreciation and amortization..... 6,822 3,383 10,205
Total assets...................... 92,899 15,696 108,595
Nine months ended December 31, 2003
Revenues.......................... $139,830 $33,810 $173,640
Operating income.................. 13,063 2,758 15,821
Depreciation and amortization..... 4,027 3,023 7,050
Total assets...................... 86,154 19,820 105,974
Reconciliation of operating income for the reportable segments to income before taxes:
Three months ended Nine months ended
December 31, December 31,
2002 2003 2002 2003
---------- ---------- ---------- ----------
(In thousands)
Operating income....................................... $ 2,758 $ 5,688 $ 5,369 $ 15,821
Other income, net...................................... (17) (189) (128) (147)
Interest expense....................................... 517 127 1,984 683
--------- --------- ------------------------
Income before taxes ................................... $ 2,258 $ 5,750 $ 3,513 $ 15,285
========= ======= ========= ==========
8
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5. COMPREHENSIVE INCOME
The disclosure of comprehensive income, which encompasses net income
and foreign currency translation adjustments, is as follows:
Three months ended Nine months ended
December 31, December 31,
---------------------------- ---------------------------
(in thousands) 2002 2003 2002 2003
------------- ------------- ------------- ------------
Net income.................................... $ 2,258 $ 5,750 $ 3,513 $15,285
Other comprehensive income
Foreign currency translation adjustment..... (60) (145) (149) (258)
------------- ------------- ------------- ------------
Comprehensive income.......................... $ 2,198 $ 5,605 $ 3,364 $15,027
============= ============= ============= ============
NOTE 6. STOCK OPTIONS
The Company has elected to follow Accounting Principle Board Opinion
No. 25 "Accounting for Stock Issued to Employees" (APB No. 25) and related
interpretations in accounting for its employee stock options and awards. Under
APB No. 25, employee stock options are valued using the intrinsic method, and no
compensation expense is recognized since the exercise price of the options
equals or is greater than the fair market value of the underlying stock as of
the date of the grant. The following table shows the effect on net income and
earnings per share if the Company had applied the fair value recognition
provisions of FASB Statement NO. 123, "Accounting for Stock Based Compensation."
Three months ended Nine months ended
December 31, December 31,
------------------------- ------------------------
(in thousands, except per-share amounts) 2002 2003 2002 2003
------------ ------------ ----------- -----------
Net income, as reported ............................ $ 2,258 $ 5,750 $ 3,513 $15,285
Stock-based employee compensation expense included
in reported net earnings, net of related tax
effects........................................ -- -- -- --
Total stock-based employee compensation expense
determined under fair value based method for
all awards, net of related tax effects ......... (1,097) (715) (3,498) (2,258)
------------ ------------------------- -----------
Pro forma net income................................ $ 1,161 $ 5,035 $ 15 $13,027
Earnings per common share:
As reported.................................... $0.03 $0.09 $0.05 $0.23
Pro forma ...................................... $0.02 $0.07 $0.00 $0.20
Earnings per common share, assuming dilution:
As reported .................................... $0.03 $0.08 $0.05 $0.22
Pro forma ...................................... $0.02 $0.07 $0.00 $0.18
The fair value of each option is estimated on the date of grant using
the Black-Scholes option pricing model. The estimate assumes, among other
things, a risk-free interest rate of 2.8%, no dividend yield, expected
volatility of 98% and an expected life of 7 years.
9
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7. INVENTORIES
The components of inventories are as follows:
March 31, December 31,
---------------- ---------------
(in thousands) 2003 2003
---------------- ---------------
Raw material ................................. $ 9,340 $ 8,548
Work in process............................... 4 17
Finished goods................................ 7,945 9,571
Reserve for excess and obsolete............... (5,446) (5,699)
---------------- ---------------
$ 11,843 $ 12,437
================ ===============
NOTE 8. NEW ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities, an Interpretation of Accounting Research Bulletin
(ARB) No. 51 (FIN 46), which requires variable interest entities (commonly
referred to as SPEs) to be consolidated by the primary beneficiary of the entity
if certain criteria are met. FIN 46 is effective immediately for all new
variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 will become effective in the Company's fourth quarter of
fiscal year 2004. The Company has not identified any variable interest entities.
In April 2003, the FASB issued Statement of Financial Accounting
Standards No. 149, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities. This statement amends and clarifies financial accounting and
reporting for derivative instruments, including certain derivative instruments
embedded in other contracts. FASB No. 149 is effective for contracts entered
into or modified after June 30, 2003. The Company has adopted this statement and
did not have any items to report. The adoption had no effect on the Company's
financial statements.
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150, Accounting or Certain Financial Instruments with
Characteristics of both Liabilities and Equity. The Company does not have any
financial instruments that apply therefore the adoption of this statement did
not have a material effect on the Company's financial statements.
10
RESULTS OF OPERATIONS - continued
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATION
- ------------
OVERVIEW
The Company is comprised of two segments: equipment sales and
teleconference services. In the equipment segment, the Company designs,
manufactures, markets and services a broad range of digital and legacy analog
products used by telephone companies and other telecommunications service
providers to deliver primarily broadband services over existing copper telephone
wires that connect end users to a telephone company's central office. The
central office is a telephone company building where subscriber lines are joined
to switching equipment that can connect subscribers to each other. The copper
wires that connect users to these central offices are part of the telephone
companies' networks and are commonly referred to as the local loop or the local
access network.
Through its two broadband access product lines in its equipment
manufacturing segment, the Company offers a broad range of products that
facilitate the broadband transmission of high-speed digital and analog data
between a telephone company's central office and end-user customers. These two
product lines include:
o Customer Networking Equipment: Westell's Customer Networking Equipment
(CNE) products enable the transport of high-speed data over existing local
telephone lines and allow telecommunications companies to provide
high-speed services using their current copper infrastructure. The
Company's CNE products also enable residential, small business and Small
Office Home Office (SOHO) users to network multiple computers, telephones
and other devices to access the Internet. Digital Subscriber Lines (DSL)
products make up the majority of the revenue in this product group.
o Network Service Access: Westell's Network Service Access (NSA) product
family (formerly known as TAP) consists of manageable and non-manageable
transmission equipment for telephone services, and an array of products
used for connecting telephone wires and cables. Network Interface Units
(NIU) and NIU mounting products make up the majority of revenue from this
product group.
Below is a table that compares equipment and service revenues for the
quarter and nine months ended December 31, 2002 with the quarter and nine months
ended December 31, 2003 by product line.
Three months ended December 31, Nine months ended December 31,
--------------------------------------------- --------------------------------------------
(in thousands) 2002 % 2003 % 2002 % 2003 %
--------------------- ---------------------- -------------------- ---------------------
CNE.................... $ 26,350 53.6% $ 35,761 59.6% $ 79,798 51.4% $ 97,805 56.3%
NSA.................... 12,771 26.0% 13,442 22.4% 44,588 28.7% 42,025 24.2%
--------------------- ---------------------- -------------------- ---------------------
Total equipment........ 39,121 79.6% 49,203 82.0% 124,386 80.1% 139,830 80.5%
Services............... 10,082 20.4% 10,775 18.0% 30,793 19.9% 33,810 19.5%
--------------------- ---------------------- -------------------- ---------------------
Total revenues......... $ 49,203 $ 59,978 $ 155,179 $ 173,640
============== ============== ============ ==============
The prices for the products within each product line vary based upon
volume, customer specifications and other criteria and are subject to change due
to competition among telecommunications manufacturers. Increasing competition,
in terms of the number of entrants and their size, and the increasing size of
the Company's customers because of mergers, continues to exert downward pressure
on prices for the Company's products. The Company has also elected to eliminate
some products and exit some markets based on an analysis of current and future
prospects.
The Company expects to continue to evaluate new product opportunities
and engage in extensive research and development activities. This will require
the Company to continue to invest heavily in research and development and sales
and marketing, which could adversely affect short-term results of operations.
The Company has recently introduced new products in its equipment segment of the
business. These new products include VersaLink(TM), a product initially intended
as a DSL gateway for small business, EnVoy(TM), a managed services software
platform for the Company's CNE products, and the TriLink(TM) family of product
for voice over internet applications. In addition, the Company is expanding
sales and marketing efforts in Europe.
In view of the Company's reliance on the DSL market for growth and the
unpredictability of orders and subsequent revenues, the Company believes that
period to period comparisons of its financial results are not necessarily
11
RESULTS OF OPERATIONS - continued
meaningful and should not be relied upon as an indication of future performance.
Revenues from NSA analog products such as NIUs have declined in recent years as
telephone companies continue to move to networks that deliver higher speed
digital transmission services. Failure to increase revenues from new products,
whether due to lack of market acceptance, competition, technological change or
otherwise, would have a material adverse effect on the Company's business and
results of operations.
The Company's customer base is comprised primarily of the Regional Bell
Operating Companies (RBOCs), independent domestic local exchange carriers and
public telephone administrations located outside the U.S. Due to the stringent
quality specifications of its customers and the regulated environment in which
its customers operate, the Company must undergo lengthy approval and procurement
processes prior to selling its products. Accordingly, the Company must make
significant up-front investments in product and market development prior to the
actual commencement of sales of new products. In addition, to remain
competitive, the Company must continue to invest in new product development and
invest in targeted sales and marketing efforts to cover new product lines.
Research and development and sales and marketing expenses decreased in fiscal
year 2003 as the Company focused its research and development on targeted
product areas but the expenditures remained consistent as a percentage of
revenue. The Company was profitable in fiscal year 2003 and has increased its
operating expenses in fiscal year 2004 primarily due to the restoration of
annual bonus and profit sharing programs in the equipment segment and increased
headcount in sales and marketing in the services business segment. The Company
believes continued investment in operating expenses is required to remain
competitive.
As a result of the recession in the telecommunications industry that
occurred in 2002 and 2003, the Company has experienced competitive pricing
pressures and less than anticipated sales in both of its business segments.
Telephone companies have reduced spending on low speed NSA transmission products
although the Company believes that spending on Customer Network Equipment has
been impacted to a lesser extent by the economic downturn. The economy and the
telecommunications industry has shown signs of recovery in recent months. If the
improvement does not continue as expected, the Company could experience less
than anticipated unit sales and increased inventory balances, which would
adversely affect the Company's business. The Company continues to experience
pricing pressure in fiscal year 2004 and expects a 25-30% decline in pricing on
CNE products for the year. The Company expects a 5% decline in pricing on CNE
products in the fourth quarter of fiscal year 2004 compared to the third
quarter. The company expects this rate of decline to continue in fiscal year
2005. In addition, in fiscal year 2003, the Company's operating results were
negatively impacted by the loss of a significant customer in the Company's
services segment. Additional customer losses or the inability to add new
customers could negatively impact the Company's business and results of
operations.
Revenues. The Company's revenues increased 21.9% from $49.2 million in the three
months ended December 31, 2002 to $60.0 million in the three months ended
December 31, 2003. This revenue increase was due to an increase in equipment
revenue from the Company's CNE products of $9.4 million and NSA products of $0.7
million and an increase in teleconference service revenue of $0.7 million when
compared with the same period of the prior year. The increase in revenues in the
equipment segment is due primarily to higher unit volume offset in part by a
decline in the per unit pricing. The increase in revenue in the services segment
is attributable to an increase in call minutes at the Company's Conference Plus,
Inc. subsidiary.
The Company's revenues increased 11.9% from $155.2 million in the nine months
ended December 31, 2002 to $173.6 million in the nine months ended December 31,
2003. This revenue increase was due to an increase in equipment revenue from the
Company's CNE products of $18.0 million and an increase in teleconference
service revenue of $3.0 million, offset in part by a decrease in the Company's
NSA product revenue of $2.6 million when compared with the same period of the
prior year. The CNE revenue in the nine month period ended December 31, 2002
included a one-time product royalty of $1.7 million. The increase in revenues
from CNE products is due primarily to higher unit volume offset in part by a
decline in the per unit pricing. The decrease in NSA product revenue is due to
reduced demand resulting from the economic downturn in the telecommunications
industry and the migration by telephone companies to higher-speed and more cost
effective digital transmission products. The increase in revenue in the services
segment is attributable to an increase in call minutes at the Company's
Conference Plus, Inc. subsidiary.
Gross Margin. Gross margin as a percentage of revenue increased from 29.4% in
the three months ended December 31, 2002 to 31.9% in the three months ended
December 31, 2003 and increased from 29.0% in the nine months ended December 31,
2002 to 33.6% in the nine months ended December 31, 2003. The increased margins
in the three and nine month periods ended December 31, 2003 were primarily due
to reduced material, labor, and handling costs per unit in CNE products and
better overhead utilization gained from increased revenue. Margins were
negatively impacted by a $775,000 charge taken in the teleconferencing services
segment for an early contract termination penalty of a long distance contract
which occurred in the month period ended December 31, 2003 and offset in part by
better overhead utilization gained from increased revenue. The gross margin for
12
RESULTS OF OPERATIONS - continued
the nine months ended December 31, 2002 also includes a $1.7 million one-time
product royalty. In addition, the gross margin for the nine month period ended
December 31, 2003 was negatively impacted by a $1.2 million expense to settle a
customer contract obligation and a $470,000 expense for excess and obsolete
inventory. The Company believes that continued pricing pressures could adversely
impact sales prices and margins in the future. It is the Company's strategy to
offset the effects of these anticipated price reductions with continued cost
reductions and efficiencies within manufacturing. Margins in the Company's
services segment are anticipated to return to historical levels as the Company
has entered into a two year lower cost long distance agreement.
Sales and Marketing. Sales and marketing expenses increased 31.5%, from $3.5
million to $4.6 million in the three months ended December 31, 2003 and
increased 19.0%, from $12.5 million to $14.9 million in the nine months ended
December 31, 2003 when compared to the same period last year. Sales and
marketing expense as a percent of revenue increased from 7.2% to 7.7% in the
three months ended December 31, 2003 and increased from 8.0% to 8.6% in the nine
months ended December 31, 2003 when compared to the same period last year. Sales
and marketing expenses increased in the Company's equipment segment by $810,000
and $985,000 for the three and nine months ended December 31, 2003 respectively
compared to the same period last year. This increase was due primarily to an
increase in marketing product managers and increase sales commissions. Sales and
marketing expenses increased in the Company's services segment by $302,000 and
$1.4 million for the three and nine months ended December 31, 2003 respectively
compared to the same period last year. This increase was primarily a result of
an increase in sales and marketing employees. The Company believes that sales
and marketing expense in the future will continue to be a significant percent of
revenue and will be required to expand its product lines, bring new products to
market and service customers.
Research and Development. Research and development expenses decreased 5.4%, from
$4.1 million to $3.9 million in the three months ended December 31, 2003, and
increased 7.8%, from $11.7 million to $12.6 million in the nine months ended
December 31, 2003 when compared to the same period last year. The decrease in
research and development expense for the quarter is primarily a result of
$260,000 less depreciation expense in the Company's equipment segment in the
three month period ended December 31, 2003. The increase in year to date
research and development expense is primarily a result of $741,000 in expense
recorded for annual bonus and profit sharing plans in the Company's equipment
segment in the nine month period ended December 31, 2003. To a lesser extent,
research and development expenses increased because the Company earned $250,000
in the nine months ended December 31, 2002 from a customer to fund engineering
projects which were offset against research and development expenses. The
Company believes that a continued commitment to research and development will be
required for the Company to remain competitive.
General and Administrative. General and administrative expenses increased 30.4%,
from $3.5 million in the three months ended December 31, 2002 to $4.5 million in
the three months ended December 31, 2003. General and administrative expenses
increased 14.3%, from $12.3 million in the nine months ended December 31, 2002
to $14.0 million in the nine months ended December 31, 2003. The increase in
general and administrative expenses was due to recording $300,000 and $1.0
million in expense related to annual bonus, profit sharing and deferred
compensation plans in the Company's equipment segment in the three and nine
months ended December 31, 2003. The remaining increase was the result of higher
legal and professional services expenses in both the three and nine months of
fiscal 2004 compared to the same periods in fiscal 2003.
Intangible amortization. Intangible assets include product technology related to
the March 17, 2000 acquisition of Teltrend Inc. for 20.2 million shares of class
A common stock valued at $213.6 million. Intangible amortization expense was
$389,000 and $364,000 for the three months ended December 31, 2002 and 2003,
respectively. Intangible amortization was $1.2 million and $1.1 million for the
nine months ended December 31, 2002 and 2003, respectively.
Other income, net. Other income, net was $17,000 in the three months ended
December 31, 2002 and $189,000 in the three months ended December 31, 2003 and
was $128,000 in the nine months ended December 31, 2002 and $147,000 in the nine
months ended December 31, 2003. Other income is primarily comprised of interest
13
RESULTS OF OPERATIONS - continued
income earned on temporary cash investments, the elimination of minority
interest income and unrealized gains or losses on intercompany balances
denominated in foreign currency. The change from fiscal year 2003 to fiscal year
2004 is due to larger fluctuations in the value of the U. S. dollar in
comparison to the Euro and the British pound.
Interest expense. Interest expense decreased from $517,000 in the three months
ended December 31, 2002 to $127,000 in the three months ended December 31, 2003
and decreased from $2.0 million in the nine months ended December 31, 2002 to
$683,000 in the nine months ended December 31, 2003. The decrease in interest
expense during the current period is a result of lower obligations outstanding
during the period under promissory notes, capital leases, and vendor debt.
Income taxes. There was no benefit or provision for income taxes recorded for
both three and nine month periods ended December 31, 2003 and 2002. The Company
will evaluate on a quarterly basis its ability to utilize deferred tax assets.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2003, the Company had $10.7 million in cash and cash
equivalents consisting primarily of federal government agency instruments and
the highest rated grade corporate commercial paper. At December 31, 2003, the
Company had nothing outstanding and $21.3 million available under its secured
revolving credit facility.
On December 31, 2003, the Company had a revolving credit facility that
provided for maximum borrowings of up to $30 million. The term on the credit
facility expires on June 30, 2006. This asset based revolving credit facility
provides for total borrowings based upon 85% of eligible accounts receivable and
30% of eligible inventory not to exceed $5.5 million as of December 31, 2003.
The $5.5 million inventory limitation is reduced by $0.1 million on the first
day of each month. Amount available under the revolving credit facility at
December 31, 2003 was $21.3 million. Borrowings under this facility provide for
the interest to be paid by the Company at the prime rate or Libor rate plus
2.5%. This credit facility contains covenants regarding EBITDA, tangible net
worth and maximum capital expenditures. The Company was in compliance with these
covenants on December 31, 2003 and expects to comply for the term of the debt.
On May 30, 2002, the Company signed two subordinated promissory notes
with Solectron Technology SDN BHD. One note in the amount of $5.0 million is for
the payment of inventory held by Solectron that the Company was committed to
buy. The second note in the amount of $16.6 million is for the payment of
accounts payable and accrued interest. Both notes require a weekly principal and
monthly interest payment and are payable over 2.3 years. The notes bear interest
at the prime rate plus 2.5%. As of December 31, 2003, a total of $4.9 million
was outstanding under these notes.
In connection with the Company's management changes implemented at its
subsidiary Conference Plus, Inc., in fiscal year 2003, the Company purchased
3.2% of the outstanding shares of common stock of Conference Plus, Inc. from
former officers of Conference Plus, Inc. for approximately $1.6 million. The
purchase price was based upon the minority interest value set forth in the
annual appraisal of Conference Plus, Inc. that was completed by an independent
financial advisor. As of December 31, 2003, the Company had paid $858,000 in
cash for these shares with the remainder to be paid over a one to three year
term.
At December 31, 2003 the Company had various operating leases for
facilities and equipment. The total minimum future rental payments are $1.2
million, $3.7 million, $3.5 million, $3.4 million, $3.4 million and $22.6
million for fiscal years 2004, 2005, 2006, 2007, 2008 and thereafter,
respectively. At December 31, 2003 the Company had various capital lease
obligations totaling $696,000.
The Company's operating activities provided cash of $23.6 million in
the nine months ended December 31, 2003. This resulted primarily from net
income, non-cash depreciation and amortization. The Company also generated $7.1
million from the issuance of stock as employees exercised stock options in the
nine months ended December 31, 2003. The cash generated noted above was used to
reduce revolving promissory notes and notes payable.
Capital expenditures for the nine month period ended December 31, 2003
were approximately $3.1 million for machinery, computer and research equipment
purchases. Approximately $1.9 million of the expenditures were in the equipment
14
RESULTS OF OPERATIONS - continued
segment with $1.2 spent in the services segment. The Company expects to spend
approximately $1.5 million for capital expenditures for the remainder of fiscal
year 2004 primarily for machinery, computer and research equipment.
At December 31, 2003, the Company's principle sources of liquidity were
$10.7 million of cash and the secured revolving credit facility under which the
Company was eligible to borrow up to an additional $21.3 million based upon
receivables and inventory levels. Cash in excess of operating requirements, if
any, will be used to pay down debt or invested on a short-term basis in federal
government agency instruments and the highest rated grade commercial paper. The
Company believes its future cash requirements for the next twelve months will be
satisfied by cash generated from operations and its current credit facility.
The Company had a deferred tax asset of approximately $79.0 million at
December 31, 2003. The Company has recorded a valuation allowance reserve of
$53.8 million to reduce the recorded deferred tax asset to $25.2 million. The
net operating loss carryforward begins to expire in 2012. Realization of
deferred tax assets associated with the Company's future deductible temporary
differences, net operating loss carryforwards and tax credit carryforwards is
dependent upon generating sufficient taxable income prior to their expiration.
Portions of these deferred tax assets are expected to be utilized, prior to
their expiration, through a tax planning strategy available to the Company. The
tax planning strategy upon which the Company is relying involves a potential
sale of the Company's 91.5% owned Conference Plus Inc. subsidiary that the
Company might pursue depending upon its strategic plans and cash needs. The
estimated gain generated by the sales of this business would generate sufficient
taxable income to offset the recorded deferred tax assets. The Company obtained
an independent appraisal of the business in the fourth quarter of fiscal year
2003. This appraisal, which is based on discounted future cash flows, was used
in the Company's evaluation of the recorded net deferred tax assets and it was
determined that the tax planning strategy was sufficient to support the
realization of the recorded deferred income tax assets. On a quarterly basis,
management will assess whether it remains more likely than not that the net
deferred tax asset will be realized. If the appraised value of Conference Plus
Inc. is not sufficient to generate taxable income to recover the deferred tax
benefit recorded, an increase in the valuation allowance will be required
through a charge to the income tax provision.
In addition to the tax planning strategy, the Company's recent strong
performance and forecasted expectations indicate the Company will generate
taxable income in the current fiscal year and continue on to future periods.
Based on these preliminary projected results, the Company will review the
deferred tax asset valuation allowance in the fourth quarter of fiscal 2004. The
likely result will be a reduction of the valuation allowance and an income tax
benefit in that quarter. Tax expense will be recorded on a forward going basis
and the need for a valuation allowance will be accessed periodically.
CRITICAL ACCOUNTING POLICIES
There were no changes in critical accounting policies during the
quarter.
15
RESULTS OF OPERATIONS - continued
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 Euro.
As of December 31, 2003, the balance in the cumulative foreign currency
translation adjustment account, which is a component of stockholders' equity,
was an unrealized loss of $426,000.
The Company does not have significant exposure to interest rate risk
related to its debt obligations, which are primarily U.S. Dollar denominated.
The Company's market risk is the potential loss arising from adverse changes in
interest rates. The Company's debt consists primarily of a floating-rate bank
line-of credit and subordinated term notes. Market risk is estimated as the
potential decrease in pretax earnings resulting from a hypothetical increase in
interest rates of 10% (i.e. from approximately 6.3% to approximately 6.9%)
average interest rate on the Company's debt. If such an increase occurred, the
Company would incur approximately $75,000 per annum in additional interest
expense based on the average debt borrowed during the twelve months ended
December 31, 2003. The Company does not feel such additional expense is
significant. The Company does not currently use any derivative financial
instruments relating to the risk associated with changes in interest rates.
ITEM 4. CONTROLS AND PROCEDURES.
- ---------------------------------
The Company's management, under the supervision and with the participation of
the Company's Chief Executive Officer and Chief Financial Officer, have
evaluated the effectiveness of the Company's disclosure controls and procedures
as of December 31, 2003. Based upon that evaluation, the Company's Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures were effective to ensure that information we
are required to disclose in reports that we file under the Securities and
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time period specified in the SEC rules and forms. There have been no significant
changes during the period covered by this Form 10-Q in the Company's internal
control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.
16
PART II. OTHER INFORMATION
- --------------------------
ITEM 1. LEGAL PROCEEDINGS
- -------------------------
In May 2002, the Company filed a patent infringement lawsuit against
HyperEdge Corporation in the U.S. District Court for the Northern District of
Illinois (Civil Action No. 02-C-3496). The complaint charges HyperEdge with
infringing Westell's U.S. Patent Number 5,444,776, under theories of direct
infringement and inducement of infringement by others. Westell seeks injunctive
relief, treble damages for willful infringement, and attorney fees. HyperEdge
has asserted affirmative defenses and counterclaims that include, but are not
limited to, non-infringement, invalidity, and unfair competition. Westell has
moved to dismiss certain of HyperEdge's counterclaims. Westell's 5,444,776
patent relates to an innovative bridge circuit technology often used in network
interface units. While the case is currently in discovery, the parties have
completely briefed a motion by HyperEdge for summary judgment of
non-infringement and invalidity, and are awaiting a decision from the Court. In
the opinion of the Company, although the outcome of this legal proceeding cannot
be predicted with certainty, the liability of the Company in connection with
this legal proceeding is not expected to have a material effect on the Company's
financial position and operating results.
The Company is involved in various other legal proceedings incidental
to the Company's business. Management believes that the outcome of such
proceedings will not have a material adverse effect on our consolidated
operations or financial condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ----------------------------------------
(a) Exhibits
Exhibit 31.1 Certification by the Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification by the Chief Financial Officer Pursuant to Pursuant
to Section 302 of the Sarbanes- Oxley Act of 2002
Exhibit 32 Certification by the Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
On December 15, 2003, we filed a report on Form 8-K regarding our new two-year
long distance agreement with a long distance service provider.
On October 27, 2003, we furnished on From 8-K regarding our earnings
announcement for the quarter ended September 30, 2003.
17
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
WESTELL TECHNOLOGIES, INC.
--------------------------
(Registrant)
DATE: February 12, 2004
By: E. VAN CULLENS
---------------
E. VAN CULLENS
Chief Executive Officer
By: NICHOLAS C. HINDMAN
---------------------
NICHOLAS C. HINDMAN
Chief Financial Officer
18