Annual report pursuant to Section 13 and 15(d)

Restructuring

Restructuring

12 Months Ended

Mar. 31, 2012

Note 11. Restructuring:

In the fourth quarter of fiscal year 2012, as a result of the planned Noran Tel relocation, described in Note 1, the Company recognized restructuring expense of $275,000 in the Westell segment relating to employee termination benefits and a lease termination. The total cost of this action, including employee retention compensation and relocation costs is anticipated to be $540,000. The relocation is expected to be complete by July 31, 2012. . As of March 31, 2012, none of these costs had been paid leaving an unpaid balance of $275,000 which is presented on the Consolidated Balance Sheet within Accrued compensation.

In the third quarter of fiscal year 2012, in connection with the ConferencePlus sale, the Company recognized restructuring expense of $667,000 within discontinued operations for personnel costs related to severance agreements with two former ConferencePlus executives. This expense is presented within Income from discontinued operations on the Consolidated Statement of Operations. The liability was retained by the Company. As of March 31, 2012, $329,000 was paid leaving an unpaid balance of $338,000 which is presented on the Consolidated Balance Sheets within Accrued compensation.

In the first quarter of fiscal year 2012, as a result of the CNS asset sale, the Company initiated a cost reduction action that resulted in the termination of 12 employees in the CNS segment. The total cost of this restructuring action was approximately $397,000, offset by $122,000 which was reimbursed by NETGEAR. As of March 31, 2012, all of these costs had been paid.

Total fiscal year 2012 restructuring charges and their utilization are summarized as follows:


(in thousands)	Employee -related			Other costs		Total
Liability at March 31, 2011	$	—		$	—	$	—
Charged to continuing operations		498			52		550
Charged to discontinued operations		667			—		667
Payments		(604	)		—		(604	)

Liability at March 31, 2012	$	561		$	52	$	613

There were no restructuring expenses in fiscal year 2011.

In the first quarter of fiscal year 2010, the Company initiated a cost reduction action that resulted in the termination of approximately 50 employees, consisting of 30 employees primarily in the CNS segment and 20 employees in the ConferencePlus segment. The total cost of this restructuring action was $609,000, of which $414,000, $46,000 and $149,000 was recorded in the CNS, Westell and the discontinued ConferencePlus segments, respectively. As of March 31, 2010, all of these costs had been paid. An additional $281,000 of restructuring expenses was paid in fiscal year 2010 for a previous restructuring.

The fiscal year 2010 restructuring charges and utilization are summarized as follows:


(in thousands)	Employee -related			Legal, other and facility costs			Total
Liability at March 31, 2009		278			3			281
Charged to continuing operations		460			—			460
Charged to discontinued operations		149						149
Utilized		(887	)		(3	)		(890	)

Liability at March 31, 2010	$	—		$	—		$	—

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

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