Quarterly report pursuant to Section 13 or 15(d)

Basis of Presentation (Notes)

Basis of Presentation (Notes)

3 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business

Westell Technologies, Inc. (the Company) is a holding company. Its wholly-owned subsidiary, Westell, Inc., designs and distributes telecommunications products which are sold primarily to major telephone companies. Noran Tel, Inc. is a wholly-owned subsidiary of Westell, Inc. Noran Tel's operations focus on power distribution product development and sales of Company products in Canada. On April 1, 2013, Westell, Inc. acquired 100% of the outstanding shares of Kentrox, Inc. (Kentrox). Kentrox designed and distributed intelligent site management solutions that provided comprehensive monitoring, management and control of any site. On March 1, 2014, Westell, Inc. acquired 100% of the outstanding shares of Cellular Specialties, Inc. (CSI). CSI designs and develops in-building wireless solutions, including distributed antenna systems (DAS) products and small cell connectivity equipment. The assets and liabilities acquired and the results of operations relating to Kentrox and CSI are included in the Company's Condensed Consolidated Financial Statements from the dates of acquisitions.

Basis of Presentation and Reporting

The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. The Condensed Consolidated Financial Statements have been prepared using generally accepted accounting principles (GAAP) in the United States for interim financial reporting, and consistent with the instructions of Form 10-Q and Article 10 of Regulation S-X, and accordingly they do not include all of the information and footnotes required in the annual consolidated financial statements and accompanying footnotes. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K/A for the year ended March 31, 2015. All intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, the unaudited interim financial statements included herein reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position and the results of operations, comprehensive income (loss) and cash flows at June 30, 2015, and for all periods presented. The results of operations for the periods presented are not necessarily indicative of the results that may be expected for fiscal year 2016.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and that affect revenue and expenses during the periods reported. Estimates are used when accounting for the allowance for uncollectible accounts receivable, net realizable value of inventory, product warranty accrued, relative selling prices, stock-based compensation, goodwill and intangible assets fair value, depreciation, income taxes, and contingencies, among other things. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

In June 2015, the FASB issued ASU No. 2015-10, Technical Corrections and Improvements (ASU 2015-10), which covers a wide range of topics in the FASB Accounting Standards Codification (the "Codification"). The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect of current accounting practice or create a significant administrative cost at most entities. The amendments in ASU 2015-10 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted. The Company is in the process of evaluating the impact the adoption of ASU 2015-10 will have its Consolidated Financial Statements or related disclosures.

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15), to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not expect the adoption of ASU 2014-15 to have a significant impact on its Consolidated Financial Statements or related disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers (ASU 2014-09), that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. ASU 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and early adoption was not permitted. On July 9, 2015, the FASB voted to defer the effective date by only year to December 15, 2017 for interim and annual reporting periods beginning after that date and permitted early adoption for the standard, but not before the original effective date of December 15, 2016. The Company is currently assessing the impact that ASU 2014-09 will have on its Consolidated Financial Statements.

Restatement of Consolidated Financial Statements

On October 27, 2015, the Company determined that it needed to restate financial results due to an unrecorded liability of $1.4 million related to a contractual obligation that existed prior to the Kentrox acquisition. The effect of recording the liability in purchase accounting on April 1, 2013 created an additional deferred tax asset of $0.6 million and a $0.9 million increase in goodwill at the acquisition date.

The Company fully reserves its deferred tax assets; therefore, the creation of the deferred tax asset recorded in purchase accounting required an offsetting valuation allowance, which decreased the income tax benefit recorded in quarter ended March 31, 2014 by $0.6 million. In addition, since the Company previously wrote off all of the goodwill related to the Kentrox acquisition, which was part of the CSG reporting unit, in the quarter ended September 30, 2014, the original impairment charge recorded should have been $0.9 million higher in that quarter. The cumulative overstatement of income was therefore $1.4 million.

As a result, the Company concluded that the financial statements for the years ended March 31, 2015 and 2014, and the quarterly periods within these years, as well as the quarter ended June 30, 2015, were materially misstated. On November 6, 2015, the Company filed an amended Annual Report on Form 10-K for the fiscal year ended March 31, 2015.

The correction of the aforementioned error impacts the Consolidated Balance Sheets for the periods presented in this filing and it has therefore been restated to reflect the correction of the aforementioned errors.

The following tables provide a reconciliation of the amounts previously reported to the restated amounts:

WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)



	June 30, 2015 (as reported)			Adjustments			June 30, 2015(as restated)
Assets
Current assets:
Cash and cash equivalents	$	20,847		$	—		$	20,847
Short-term investments	16,071			—			16,071
Accounts receivable	14,452			—			14,452
Inventories	14,785			—			14,785
Prepaid expenses and other current assets	3,423			—			3,423
Deferred income tax assets	958			70			1,028
Land held-for-sale	—			—			—
Total current assets	70,536			70			70,606
Property and equipment, gross	16,538			—			16,538
Less accumulated depreciation and amortization	(12,778		)	—			(12,778		)
Property and equipment, net	3,760			—			3,760
Other intangible assets, net	24,543			—			24,543
Other non-current assets	184			—			184
Total assets	$	99,023		$	70		$	99,093
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,004		$	—		$	7,004
Accrued expenses	2,425			1,445			3,870
Accrued restructuring	1,092			—			1,092
Accrued compensation	1,589			—			1,589
Contingent consideration	1,265			—			1,265
Deferred revenue	1,859			—			1,859
Total current liabilities	15,234			1,445			16,679
Deferred revenue non-current	1,032			—			1,032
Deferred income tax liability	1,114			70			1,184
Accrued restructuring non-current	1,372			—			1,372
Contingent consideration non-current	169			—			169
Other non-current liabilities	376			—			376
Total liabilities	19,297			1,515			20,812
Stockholders’ equity:
Class A common stock	469			—			469
Class B common stock	139			—			139
Additional paid-in capital	413,482			—			413,482
Treasury stock at cost	(35,115		)	—			(35,115		)
Cumulative translation adjustment	608			—			608
Accumulated deficit	(299,857		)	(1,445		)	(301,302		)
Total stockholders’ equity	79,726			(1,445		)	78,281
Total liabilities and stockholders’ equity	$	99,023		$	70		$	99,093

WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands, except share and per share amounts)



	March 31, 2015(as reported)			Adjustments			March 31, 2015( as restated)
Assets
Current assets:
Cash and cash equivalents	$	14,026		$	—		$	14,026
Short-term investments	23,906			—			23,906
Accounts receivable	11,845			—			11,845
Inventories	16,205			—			16,205
Prepaid expenses and other current assets	3,285			—			3,285
Deferred income tax assets	973			70			1,043
Land held-for-sale	264			—			264
Total current assets	70,504			70			70,574
Property and equipment, gross	16,084			—			16,084
Less accumulated depreciation and amortization	(12,481		)	—			(12,481		)
Property and equipment, net	3,603			—			3,603
Other intangible assets, net	25,942			—			25,942
Other non-current assets	258			—			258
Total assets	$	100,307		$	70		$	100,377
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	4,011		$	—		$	4,011
Accrued expenses	3,157			1,445			4,602
Accrued restructuring	1,161			—			1,161
Accrued compensation	974			—			974
Contingent consideration	1,184			—			1,184
Deferred revenue	2,415			—			2,415
Total current liabilities	12,902			1,445			14,347
Deferred revenue non-current	751			—			751
Deferred income tax liability	1,019			70			1,089
Accrued restructuring non-current	1,642			—			1,642
Contingent consideration non-current	400			—			400
Other non-current liabilities	409			—			409
Total liabilities	17,123			1,515			18,638
Stockholders’ equity:
Class A common stock	468			—			468
Class B common stock	139			—			139
Additional paid-in capital	413,026			—			413,026
Treasury stock at cost	(35,066		)	—			(35,066		)
Cumulative translation adjustment	608			—			608
Accumulated deficit	(295,991		)	(1,445		)	(297,436		)
Total stockholders’ equity	83,184			(1,445		)	81,739
Total liabilities and stockholders’ equity	$	100,307		$	70		$	100,377