UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
(Mark One)
/x/ Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended March 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
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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 No.)
750 N. COMMONS DRIVE
AURORA, ILLINOIS 60504
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 898-2500
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
CLASS A COMMON STOCK, $.01 PAR VALUE
------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. / /
Indicate by check mark whether the registrant is an accelerated filer as defined
be rule 12b-2 of the Act. Yes /X/ No / /
The registrant estimates that the aggregate market value of the registrant's
Class A Common Stock held by non-affiliates (within the meaning of the term
under the applicable regulations of the Securities and Exchange Commission) on
September 30, 2003 (based upon an estimate that 70% of the shares are so owned
by non-affiliates and upon the average of the high and low prices for the Class
A Common Stock on the NASDAQ National Market on that date) was approximately
$265 million. Determination of stock ownership by non-affiliates was made solely
for the purpose of responding to this requirement and registrant is not bound by
this determination for any other purpose.
As of June 1, 2004, 53,611,329, shares of the registrant's Class A Common Stock
were outstanding and 14,741,872 shares of registrant's Class B Common Stock
(which automatically converts into Class A Common Stock upon a transfer of such
stock except transfers to certain permitted transferees) were outstanding.
The following documents are incorporated into this Form 10-K (and any amendments
thereto) by reference: Portions of the Proxy Statement for 2004 Annual Meeting
of Stockholders (Part III).
EXPLANATION FOR AMENDMENT:
This Amendment to the Annual Report on Form 10-K of Westell
Technologies, Inc. (the "Form 10-K") for the fiscal year ended March 31, 2003 is
being filed with the SEC to include a signed independent auditor's report (the
independent auditor's report filed with the original 10-K inadvertently did not
have a symbol that indicated that it was signed).
PART II
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item Page
- ---- ----
Consolidated Financial Statements:
Report of Independent Auditors....................................... 2
Consolidated Balance Sheets -- March 31, 2002 and 2003............... 3
Consolidated Statements of Operations for the years ended
March 31, 2001, 2002 and 2003...................................... 5
Consolidated Statements of Stockholders' Equity for the years
ended March 31, 2001, 2002 and 2003................................ 6
Consolidated Statements of Cash Flows for the years ended
March 31, 2001, 2002 and 2003...................................... 7
Notes to Consolidated Financial Statements........................... 8
Financial Statement Schedule:
Schedule II -- Valuation and Qualifying Accounts..................... 24
-1-
Report of Independent Auditors
To the Board of Directors and the Stockholders
Westell Technologies, Inc.
We have audited the accompanying consolidated balance sheets of Westell
Technologies, Inc. and subsidiaries as of March 31, 2003 and 2002, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years ended March 31, 2003. Our audit also included
the financial statement schedule listed in the Index at Item 15(a)(2). These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Westell Technologies, Inc. and subsidiaries at March 31, 2003 and 2002, and the
consolidated results of their operations and their cash flows for the three
years then ended, in conformity with accounting principles generally accepted in
the United States. Also, in our opinion, the related financial statement
schedule when considered in relation to the basic financial statements taken as
a whole presents fairly in all material respects the information set forth
therein.
As discussed in Note 1 to the consolidated financial statements, in fiscal year
2001 the Company changed its method of revenue recognition and in fiscal year
2003 changed its method of accounting for goodwill and other intangibles.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Chicago, Illinois
May 16, 2003, except for Notes 2 and 3, as to which the date is
June 26, 2003
-2-
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31,
---------
2002 2003
---- ----
(in thousands)
Current assets:
Cash and cash equivalents..............................................................$ 6,687 $ 11,474
Accounts receivable (net of allowance of $1,531,000 and $905,000, respectively)........ 25,266 22,633
Inventories............................................................................ 18,174 11,843
Prepaid expenses and other current assets.............................................. 2,169 1,532
Deferred income tax asset.............................................................. 7,830 2,300
Land and building held for sale........................................................ 2,052 --
----------- -----------
Total current assets.......................................................... 62,178 49,782
Property and equipment:
Machinery and equipment................................................................ 45,148 42,819
Office, computer and research equipment................................................ 30,873 25,301
Leasehold improvements................................................................. 7,634 7,731
--------- ---------
83,655 75,851
Less accumulated depreciation and amortization......................................... 54,029 55,417
--------- ---------
Property and equipment, net.......................................................... 29,626 20,434
Goodwill ................................................................................ 5,938 6,990
Intangibles, net......................................................................... 10,374 8,408
Deferred income tax asset and other assets............................................... 18,037 23,860
---------- ----------
Total assets.................................................................. $ 126,153 $ 109,474
========= =========
The accompanying notes are an integral part of these Consolidated Financial Statements.
-3-
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
March 31,
---------
2002 2003
---- ----
(in thousands)
Current liabilities:
Accounts payable....................................................................... $ 15,702 $11,802
Accrued expenses....................................................................... 16,105 10,775
Accrued compensation................................................................... 2,374 4,487
Current portion of long-term debt and notes payable.................................... 11,186 17,057
-------- ---------
Total current liabilities..................................................... 45,367 44,121
Long-term debt........................................................................... 39,469 17,760
Other long-term liabilities.............................................................. 5,044 4,100
---------- ---------
Total liabilities............................................................. 89,880 65,981
--------- -------
Stockholders' equity:
Class A common stock, par $0.01.......................................................... 459 460
Authorized -- 109,000,000 shares
Issued and outstanding - 45,907,065 at March 31, 2002 and 45,966,440 at
March 31, 2003
Class B common stock, par $0.01.......................................................... 190 190
Authorized -- 25,000,000 shares
Issued and outstanding -- 19,014,869 at March 31, 2002 and March 31, 2003
Preferred stock, par $0.01............................................................... -- --
Authorized -- 1,000,000 shares
Issued and outstanding -- none
Deferred compensation.................................................................... 46 46
Additional paid-in capital............................................................... 364,566 364,661
Treasury stock at cost 93,000 shares..................................................... (247) (247)
Cumulative translation adjustment........................................................ (18) (168)
Accumulated deficit...................................................................... (328,723) (321,449)
----------- ----------
Total stockholders' equity......................................................... 36,273 43,493
-----------------------
Total liabilities and stockholders' equity....................................$ 126,153 $ 109,474
=======================
The accompanying notes are an integral part of these Consolidated Financial Statements.
-4-
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Fiscal Year Ended March 31,
---------------------------------
2001 2002 2003
---- ---- ----
(in thousands,
except per share data)
Equipment revenue............................................................. $319,494 $191,302 $168,216
Service revenue............................................................... 41,983 48,521 41,805
-------- -------- --------
Total revenues............................................................. 361,477 239,823 210,021
-------- -------- --------
Cost of equipment sales....................................................... 306,143 176,162 119,149
Cost of services.............................................................. 25,176 29,631 27,112
-------- -------- --------
Total cost of goods sold................................................... 331,319 205,793 146,261
-------- -------- --------
Gross margin.............................................................. 30,158 34,030 63,760
-------- -------- --------
perating expenses:
Sales and marketing......................................................... 30,323 19,883 16,017
Research and development.................................................... 33,308 22,444 16,483
General and administrative.................................................. 24,254 24,028 17,513
Goodwill and intangible amortization........................................ 31,832 25,560 1,766
Goodwill and intangible impairment.......................................... -- 97,500 --
Restructuring charge........................................................ 1,700 6,258 1,678
-------- -------- --------
Total operating expenses................................................. 121,417 195,673 53,457
-------- -------- --------
Operating income (loss)....................................................... (91,259) (161,643) 10,303
Other expense, net............................................................ -- (222) (9)
Interest expense.............................................................. 2,197 5,564 2,648
-------- -------- --------
Income (loss) before income taxes............................................. (93,456) (167,429) 7,646
Income taxes.................................................................. -- -- 372
-------- -------- --------
Income (loss) before cumulative effect of change in accounting principle...... (93,456) (167,429) 7,274
Cumulative effect of change in accounting principle........................... (400) -- --
-------- -------- --------
Net income (loss)............................................................. $(93,856) $(167,429) $ 7,274
======== ======== ========
Income (loss) per share:
Income (loss) before cumulative effect of change in accounting principle.... $ (1.53) $ (2.60) $ 0.11
Cumulative effect of change in accounting principle......................... (.01) -- --
-------- -------- --------
Net income (loss) per common share:
Basic....................................................................... $ (1.54) $ (2.60) $ 0.11
======== ======== ========
Diluted..................................................................... $ (1.54) $ (2.60) $ 0.11
======== ======== ========
Weighted average number of common shares:
Basic ...................................................................... 61,072 64,317 64,925
======== ======== ========
Diluted .................................................................... 61,072 64,317 65,126
======== ======== ========
The accompanying notes are an integral part of these Consolidated Financial Statements.
-5-
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Common Additional Cumulative Total
Comprehensive Stock Stock Paid-in Translation Deferred Accum. Treasury Stockholders'
Income (loss) Class A Class B Capital Adjustment Comp. Deficit Stock Equity
------------- ------- ------- --------- ---------- ----- ------- ----- ------
(in thousands)
Balance, March 31, 2000 402 190 345,485 184 840 (67,438) -- 279,663
Net loss............. $ (93,856) -- -- -- -- -- (93,856) -- (93,856)
Translation adjustment (218) -- -- -- (218) -- -- -- (218)
---------
Total Comprehensive loss $ (94,074)
=========
Class B Stock Converted to
Class A Stock... 0 (0) -- -- -- -- -- --
Conversion of subordinated
debentures...... 13 -- 6,202 -- -- -- -- 6,215
Options Exercised.... 10 -- 5,757 -- -- -- -- 5,767
Shares sold under Employee
Stock Purchase Plan 0 -- 240 -- -- -- -- 240
Deferred Compensation -- -- -- -- 14 -- -- 14
--------- -------- --------- ---------- ------ ---------- ------ ----------
Balance, March 31, 2001 425 190 357,684 (34) 854 (161,294) -- 197,825
Net loss............. $ (167,429) -- -- -- -- -- (167,429) -- (167,429)
Translation adjustment 16 -- -- -- 16 -- -- -- 16
----------
Total Comprehensive loss$ (167,413)
==========
Issuance of Class A Common
Stock ........... 33 -- 5,844 -- -- -- -- 5,877
Options Exercised.... -- 10 -- -- -- -- 10
Shares sold under Employee
Stock Purchase Plan 1 -- 151 -- -- -- -- 152
Treasury stock....... -- -- -- -- -- -- (247) (247)
Deferred Compensation -- -- 877 -- (808) -- -- 69
--------- -------- --------- ---------- ------ ---------- ------ ----------
Balance, March 31, 2002 $ 459 $ 190 $ 364,566 $ (18) $ 46 $(328,723) $ (247) $ 36,273
--------- -------- --------- ---------- ------ ---------- ------ ----------
Net income........... $ 7,274 -- -- -- -- -- 7,274 -- 7,274
Translation adjustment (150) -- -- -- (150) -- -- -- (150)
-------
Total Comprehensive income $ 7,124
=======
Options Exercised.... 1 -- 95 -- -- -- -- 96
Balance, March 31, 2003 $ 460 $ 190 $ 364,661 $ (168) $ 46 $ (321,449) $ (247) $ 43,493
--------- -------- --------- ---------- ------ ---------- ------ ----------
The accompanying notes are an integral part of these Consolidated Financial Statements.
-6-
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year Ended March 31,
----------------------------------
2001 2002 2003
---- ---- ----
(in thousands)
Cash flows from operating activities:
Net income (loss)........................................................... $(93,856) $(167,429) $7,274
Reconciliation of net income (loss) to net cash (used in) provided by
operating activities:
Depreciation and amortization.......................................... 43,941 40,222 13,318
Goodwill and intangible impairment..................................... -- 97,500 --
Deferred taxes......................................................... -- 350 230
Deferred compensation.................................................. 14 (807) --
Loss on sale of fixed assets and asset impairment...................... -- 2,014 824
Other.................................................................. 147 (71) 200
Change in assets and liabilities:
Accounts receivable...................................................... 7,045 9,656 2,483
Inventories.............................................................. (42,451) 54,894 6,363
Prepaid expenses and other current assets................................ 75 (44) 637
Refundable income taxes.................................................. 9,323 -- --
Other assets............................................................. 429 (164) (523)
Accounts payable and accrued expenses.................................... 38,969 (47,152) (10,175)
Accrued compensation..................................................... (2,251) (2,313) 2,113
-------- --------- ------
Net cash (used in) provided by operating activities................. (38,615) (13,344) 22,744
-------- --------- ------
Cash flows from investing activities:
Purchases of property and equipment........................................ (22,172) (9,205) (2,766)
Proceeds from sale of equipment............................................ 190 62 1,977
Purchase of subsidiary stock............................................... -- -- (459)
Decrease in short-term investments......................................... 1,951 -- --
-------- --------- ------
Net cash used in investing activities............................... (20,031) (9,143) (1,248)
-------- --------- ------
Cash flows from financing activities:
Net borrowing (repayment) under revolving promissory notes................. 28,400 (2,310) (6,134)
Borrowing of long-term debt and leases payable............................. 193 24,890 1,724
Repayment of long-term debt and leases payable............................. (2,792) (479) (12,363)
Proceeds from issuance of Common Stock including tax benefit on options.... 6,008 6,668 96
-------- --------- ------
Net cash provided by (used in) financing activities................. 31,812 28,769 (16,677)
-------- --------- ------
Effect of exchange rate changes on cash....................................... (19) -- (32)
-------- --------- ------
Net increase (decrease) in cash and cash equivalents................ 26,853) 6,282 4,787
Cash and cash equivalents, beginning of period................................ 27,258 405 6,687
-------- --------- ------
Cash and cash equivalents, end of period......................................$ 405 $ 6,687 $ 11,474
=========== ========= ==========
The accompanying notes are an integral part of these Consolidated Financial Statements.
-7-
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Description of Business
Westell Technologies, Inc. (the "Company") is a holding company. Its
wholly owned subsidiaries, Westell, Inc. and Teltrend LLC (formerly Teltrend
Inc.), design, manufacture and distribute telecommunications equipment which is
sold primarily to major telephone companies. Teltrend LLC was acquired on March
17, 2000. Conference Plus, Inc., a 91.5%-owned subsidiary, provides
teleconferencing, multipoint video conferencing, broadcast fax and web
teleconferencing services to various customers.
Principals of Consolidation
The accompanying consolidated financial statements include the accounts
of the Company and its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Cash and Cash Equivalents
Cash and cash equivalents generally consist of cash, certificates of
deposit, time deposits, commercial paper, short-term government obligations and
other money market instruments. The Company invests its excess cash in deposits
with major financial institutions, in government securities and the highest
grade commercial paper of companies from a variety of industries. These
securities have original maturity dates not exceeding three months. Such
investments are stated at cost, which approximates fair value, and are
considered cash equivalents for purposes of reporting cash flows.
Inventories
Inventories are stated at the lower of first-in, first-out (FIFO) cost
or market. The components of inventories are as follows:
March 31,
---------
2002 2003
---- ----
(in thousands)
Raw materials.................................... $ 22,721 $ 9,340
Work in process.................................. 39 4
Finished goods................................... 14,889 7,945
Reserve for excess and obsolete inventory and
net realizable value........................... (19,475) (5,446)
--------- --------
$18,174 $11,843
During the fiscal year ended March 31, 2002, the Company recorded a
charge of $13.9 million to reduce the carrying value of certain inventory and
inventory purchase commitments to net realizable value. This adjustment was
required due to a significant reduction in the selling prices of certain
products and a reduction in orders for certain products resulting in increased
excess and obsolete inventory reserves. Accrued purchase commitments totaled
$8.3 million at March 31, 2002.
During the fiscal year ended March 31, 2003, gross margin was
positively effected by $2.2 million as the Company was able to sell modem
inventory which had been reserved as excess and obsolete based on the estimated
technological life of the modems at March 31, 2002. Accrued purchase commitments
totaled $91,000 at March 31, 2003.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided
over the estimated useful lives of the assets which range from 2 to 10 years
using the straight-line method for financial reporting purposes and accelerated
methods for tax purposes. Leasehold improvements are amortized over the lives of
-8-
the respective leases, or the useful life of the asset, whichever is shorter.
Depreciation expense was $12.1 million, $14.7 million and $11.6 million for
fiscal 2001, 2002 and 2003, respectively.
Goodwill and Intangibles
On April 1, 2002, the Company adopted the Financial Accounting
Standards Board Statements of Financial Accounting Standards (FASB) No. 141,
Business Combinations, and No. 142, Goodwill and Other Intangible Assets. Under
the new rules, goodwill and other indefinite-lived intangibles are no longer
amortized but subject to annual impairment tests. Other intangible assets will
continue to be amortized over their useful lives. Upon adoption of this
standard, the Company was required to perform an impairment test of goodwill.
The Company determined that it operated in two reporting units for the purpose
of completing the impairment test of goodwill. These reporting units are telecom
equipment and telecom services. The Company utilizes the comparison of its
market capitalization and third party appraisal of its telecom services
reporting unit to book value as an indicator of potential impairment. The
Company also performed its annual impairment test in the fourth quarter of
fiscal 2003. These tests showed no impairment of goodwill. The adoption of the
provisions for amortization of intangible assets did not impact the Company's
amortization of these assets. The following table discloses pro forma results
for net income and earnings per share had FASB No. 142 been applied in fiscal
2001 and 2002.
Fiscal year ended
----------------------------
(In thousands, except per share amounts) 2001 2002
----------- -------------
Reported net loss............................. $ (93,856) $(167,429)
Add back: Goodwill amortization............... 15,680 12,473
----------- -------------
Pro forma net loss............................ $ (78,176) $(154,956)
=========== =============
Reported basic and diluted loss per share..... $ (1.54) $(2.60)
Add back: Goodwill amortization per share..... .26 .19
----------- -------------
Pro forma basic and diluted loss per share.... $ (1.28) $(2.41)
=========== =============
Goodwill increased by $1.1 million during fiscal 2003 due to the
purchase of common stock of the Conference Plus, Inc. subsidiary. Goodwill
amortization expense in fiscal years 2001 and 2002 was $15.7 million and $12.5
million, respectively.
As of March 31, 2003, the Company has finite lived intangible assets
with an original carrying value of $32.9 million, accumulated amortization of
$21.1 million and impairment expense of $3.4 million. As of March 31, 2002, the
Company has finite lived intangible assets with an original carrying value of
$32.9 million, accumulated amortization of $19.3 million and impairment expense
of $3.4 million. These assets consist of product technology acquired from
Teltrend Inc. on March 17, 2000. The net carrying value of these assets was
$10.2 million and $8.4 million as of March 31, 2002 and 2003, respectively.
These intangibles are being amortized over a period of 5 to 7 years. Finite
lived intangible amortization included in expense was $16.1 million, $13.1
million and $1.8 million in fiscal year 2001, 2002 and 2003 respectively. The
estimated amortization expense for the next five years is $1.5 million per year.
-9-
On an ongoing basis, the Company reviews intangible assets and other
long-lived assets other than goodwill for impairment whenever events and
circumstances indicate that carrying amounts may not be recoverable. If such
events or changes in circumstances occur, the Company will recognize an
impairment loss if the undiscounted future cash flows expected to be generated
by the asset are less than the carrying value of the related asset. The
impairment loss would adjust the asset to its fair value.
Due to the restructuring the Company implemented in fiscal 2002, along
with then current and expected market conditions in the network interface unit
and low speed digital data products portion of the business acquired from
Teltrend, it became apparent that the goodwill acquired with the Teltrend
acquisition was impaired. In accordance with its policies, the Company completed
evaluations of the fair value of the Teltrend long-lived assets (including
goodwill) during the quarters ended December 31, 2001 and March 31, 2002 and
reported non-cash charges of $90.5 million and $7.0 million, respectively, to
reduce the carrying value of recorded goodwill and intangibles to their
estimated fair value.
Revenue Recognition
Revenue is recognized when title has passed to the customer. On certain
sales contracts where new products are built to customer specifications, revenue
is not recognized until the customer has tested and determined it to function as
intended.
The Company's product return policy allows customers to return unused
equipment for partial credit if the equipment is currently being manufactured.
Credit is not offered on returned products that are no longer manufactured. The
Company has recorded a reserve for returns that is not significant.
The Company's subsidiary Conference Plus, Inc. recognizes revenue for
conference calls and other services upon completion of the conference call or
services.
Product Warranties
Most of the Company's products carry a limited warranty ranging from
one to seven years. The Company accrues for estimated warranty costs as products
are shipped. The warranty expense and the related accrual are not significant to
the consolidated financial statements.
Research and Development Costs
Engineering and product development costs are charged to expense as
incurred.
Stock Based Compensation
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 (loss)
and earnings (loss) per share if the Company had applied the fair value
recognition provisions of FASB Statement NO. 123, "Accounting for Stock Based
Compensation."
-10-
Fiscal year ended March 31,
(in thousands except per share data)
2001 2002 2003
------------ ------------ -----------
Net income (loss), as reported.......... $(93,856) $(167,429) $ 7,274
Deduct: Total stock based employee
compensation expense determined under
fair value based method for all awards,
net of the related tax effect........... 14,729 10,695 3,599
------------ ------------ -----------
Pro forma net income (loss)............. $(108,585) $(178,124) $ 3,675
============ ============ ===========
Basic and diluted earnings (loss) per
share, as reported...................... $ (1.54) $ (2.60) $ 0.11
Basic and diluted earnings (loss) per
share, Pro forma........................ $ (1.78) $ (2.77) $ 0.06
See Note 8 for further discussion of the Company's option plans.
Supplemental Cash Flow Disclosures
The following represents supplemental disclosures to the consolidated
statements of cash flows:
March 31,
------------------------------------
2001 2002 2003
---- ---- ----
(in thousands)
Schedule of non-cash investing and financing activities:
Conversion of subordinated debentures and accrued interest, net of
related debt issuance costs of $531 and debt discount of $669 for
the year ended March 31, 2001.................................... $ 6,215 $ -- $ --
Cash paid for:
Interest............................................................ $ 1,964 $ 2,653 $ 6,406
Income taxes........................................................ 37 17 375
Disclosures about Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair
value of each class of financial instrument held by the Company:
Cash and cash equivalents, trade receivables and trade
payables: the carrying amounts approximate fair value because of the
short maturity of these items.
Revolving promissory notes and installment notes payable: due
to the floating interest rate on these obligations, the carrying
amounts approximate fair value.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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 revenue and expenses during the period reported.
Actual results could differ from those estimates. Estimates are used when
accounting for the allowance for uncollectable accounts receivable, net
realizable value of inventory, product warranty accrued, depreciation, employee
benefit plans cost, income taxes, and contingencies, among other things.
-11-
Foreign Currency Translation
The financial position and the results of operations of the Company's
foreign subsidiaries are measured using local currency as the functional
currency. Assets and liabilities of these subsidiaries are translated at the
exchange rate in effect at the end of each period. Income statement accounts are
translated at the average rate of exchange prevailing during the period.
Translation adjustments arising from differences in exchange rates from period
to period are included in the foreign currency translation adjustment account in
stockholders' equity.
The Company records transaction gains or losses within Other income
(expense), net for fluctuations on foreign currency rates on accounts receivable
and cash and for fluctuations on foreign currency rates on intercompany accounts
anticipated by management to be settled in the foreseeable future.
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 dilutive potential common shares had been issued. The
effect of this computation on the number of outstanding shares is antidilutive
for the periods ended March 31, 2001, and 2002, and therefore the net loss per
basic and diluted earnings per share are the same.
New Accounting Pronouncements
During the first quarter of fiscal 2003, the Company adopted SFAS 144,
Accounting for the Impairment - Disposal of Long Lived Assets. SFAS No. 144
provides a single accounting model for long-lived assets to be disposed of and
replaces SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
Long-Lived Assets to be Disposed Of. Adoption of this statement did not have a
material effect on the Company's financial statements.
In June 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 146, Accounting for Costs
Associated with Exit or Disposal Activities, effective for exit or disposal
activities initiated after December 31, 2002. The Company's current
restructuring plan, initiated in September of 2002, was not accounted for under
SFAS 146. The Company accrued a pre-tax charge of $1.7 million when Company
management approved the current restructuring plan. If the Company had accounted
for this restructuring plan under SFAS 146, $1.3 million of the $1.7 million
charge would have been recognized as expense in the third quarter of fiscal 2003
when incurred. For more information, see Note 10, Restructuring charge.
In November of 2002, the FASB issued FASB Interpretation No. (FIN) 45,
Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. This interpretation requires
companies to recognize an initial liability for the fair value of an obligation
assumed when issuing a guarantee. The provision for initial recognition and
measurement of the liability will be applied on a prospective basis to
guarantees issued or modified after December 31, 2002. The adoption of FIN 45
did not materially affect the Company's consolidated financial statements.
In December 2002, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 148, Accounting
for Stock-Based Compensation Transition and Disclosure. SFAS 148 amends SFAS
123, Accounting for Stock-Based Compensation, to provide alternative methods of
transition to SFAS 123's fair value method of accounting for stock-based
employee compensation. SFAS 148 does not require companies to account for
employee stock options using the fair value method but does require additional
footnote disclosures. The Company adopted these disclosure requirements
beginning in the fourth quarter of fiscal 2003. The adoption of SFAS 148 did not
impact the Company's results of operations.
Change in Accounting Principle
Effective April 1, 2000, the Company changed its method of accounting
for recognizing revenues for product sales. Effective with this change, the
Company recognizes revenue based upon the respective terms of delivery for each
-12-
sale agreement. This change was required by Staff Accounting Bulletin (SAB) No.
101 issued by the Securities and Exchange Commission.
For the restated three-month period ended June 30, 2000 and the year
ended March 31, 2001, the Company recognized sales of $2,500,000 and the related
operating income of $400,000 resulting from the change in accounting method;
these amounts were previously recognized in sales and income in fiscal 2000
under the Company's previous accounting method. These sales and the related
income also account for the cumulative effect of the change in accounting method
in prior years, which resulted in a charge to net income of $400,000, or $.01
per share. This charge reflects the adoption of SAB No. 101 and is included in
the restated three-month period ended June 30, 2000 and the year ended March 31,
2001.
See Goodwill and intangible discussed previously for the change in
accounting principle required by the adoption of SFAS No. 141 and 142.
Reclassification of Accounts
Certain prior year amounts have been reclassified in order to conform
to the current-year presentation.
NOTE 2. REVOLVING CREDIT AGREEMENTS:
As of March 31, 2002, the Company had a revolving credit facility that
provided for maximum borrowings of up to $35 million. This asset based revolving
credit facility provided for total borrowings based upon 85% of eligible
accounts receivable and 30% of eligible inventory not to exceed $8.3 million.
The facility was guaranteed by trusts for the benefit of Robert C. Penny III and
other family members and was supported by their brokerage account totaling
approximately $10 million. Borrowings under this facility bore interest at prime
plus 1%. The Company had $26.1 million outstanding under the revolving credit
facility as of March 31, 2002.
On June 28, 2002 the Company amended the revolving credit facility. The
amendment provided for a $5 million non-amortizing term loan and a $30 million
asset based revolving credit facility, both due June 30, 2003. The amended asset
based revolving credit facility, which is secured by substantially all assets of
the Company, provided for total borrowings based upon 85% of eligible accounts
receivable and 30% of eligible inventory not to exceed $6.4 million as of March
31, 2003. The $6.4 million inventory limitation is reduced by $0.1 million on
the first day of each month. Borrowings under this facility provide for the
interest to be paid by the Company at the prime rate plus 1%. The term loan is
secured by, among other things, a security interest in certain collateral
granted by certain stockholders consisting of trusts of Robert C. Penny III and
other family members. Trusts of Robert C. Penny III and other Penny family
members are participants to the amended revolving credit facility. The Company
paid a $350,000 restructuring fee to the lenders in connection with the
amendments to the credit facility. The amended credit facility requires the
revolving loan to be paid in full before any payments are applied to the term
loan. This credit facility contains covenants regarding EBITDA, tangible net
worth and maximum capital expenditures. The Company was in compliance with the
covenants contained in the credit facility at March 31, 2003. On March 31, 2003,
the Company had $5.0 million outstanding under its term loan and $15.0 million
outstanding and $8.1 available under its secured revolving credit facility.
On June 26, 2003, the Company amended the revolving credit facility.
The amendment removes the $5 million non-amortizing term loan as well as the
security interest granted by certain stockholders. The $30 million asset based
revolving credit facility remains in place and is due on June 30, 2006.
Borrowings under this facility provide for the interest to be paid by the
Company at the prime rate or Libor rate plus 2.5%. The Company paid a $300,000
restructuring fee to the lenders in connection with this amendment to the credit
facility. This new amendment provides for covenants regarding EBITDA and
tangible net worth which the Company was in compliance at June 26, 2003 and
expects to be in compliance for the term of the debt. Amounts available under
the revolving credit facility at June 26, 2003 was $14.5 million. Due to this
amendment, the Company has classified the entire balance outstanding under the
revolving credit facility as long-term debt in the March 31, 2003 balance sheet.
-13-
NOTE 3. LONG-TERM DEBT AND NOTES PAYABLE:
Long-term debt and notes payable consists of the following:
March 31,
---------
2002 2003
---- ----
(in thousands)
Capitalized lease obligations secured by related equipment.. $1,687 $1,314
Revolving Promissory note payable........................... 21,090 14,956
Term notes payable to a bank................................ 5,000 5,000
Term notes payable.......................................... -- 1,158
Vendor notes payable........................................ 22,878 12,389
------ -------
50,655 34,817
Less current portion................................ (11,186) (17,057)
------ --------
$39,469 $17,760
======= =======
Future maturities of long-term debt at March 31, 2003 are as follows
(in thousands):
2004................................................ $17,057
2005................................................ 2,478
2006................................................ 15,282
-------
$34,817
On May 30, 2002, the Company signed two subordinated vendor 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. A third subordinated secured
vendor note in the amount of $1.3 million made by the Company and payable to
Solectron Technology SDN BHD was entered into on June 3, 2002 and is payable
monthly over one year. This note was part of the settlement of litigation with
Celsian Technologies, Inc. All three notes bear interest at the prime rate plus
2.5%. At March 31, 2002 and 2003 there was $22.9 million and $12.4 million
outstanding under these notes respectively.
In connection with the Company's management changes implemented at its
subsidiary Conference Plus, Inc., 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. obtained by the Company that is completed by an independent
financial advisor. As of March 31, 2003, the Company had paid $459,000 in cash
for these shares with the remainder in the form of a term note payable bearing
an interest rate of 3.5% per annum to be paid over a one to three year term.
NOTE 4. CONVERTIBLE DEBENTURES AND WARRANTS:
In April 1999, the Company completed a subordinated secured convertible
debenture private placement totaling $20 million. In connection with the
financing, the Company issued five-year warrants for approximately 909,000
shares of Class A Common stock at an exercise price equal to $8.921 per share,
which was approximately 140% of the initial conversion price of the debentures.
These warrants were determined to have a fair market value of $1 million.
Subsequently, in December 1999, the Company repriced the warrants from $8.921 to
$5.92 per share and, due to this debt modification, increased the value of the
warrants by approximately $838,000. The total value of the warrants,
approximately $1.8 million, was recorded as a debt discount in the March 31,
2000 consolidated balance sheet and was being amortized over the life of the
convertible debentures of five years. This unamortized amount was recorded to
equity on a pro rata basis as debentures converted.
As of March 31, 2000, holders of these debentures converted an
aggregate principal amount of $12,720,000 and the accrued interest thereon of
approximately $110,000 into 2,013,548 shares of Class A common stock at a
conversion price of $6.372 per shares. The amount converted to equity is net of
a pro rata portion of the total debt discount and debt issuance costs in the
amounts of $1,168,788 and $639,279, respectively.
-14-
During fiscal year 2001, the remaining debentures, with a principal
amount of $7,280,000 and accrued interest of approximately $135,000 were
converted into 1,163,620 shares of Class A common stock at a conversion price of
$6.372 per share. The amount converted to equity is net of a pro rata portion of
the total debt discount and debt issuance costs in the amounts of $668,929 and
$530,708 respectively.
On June 29, 2001, in consideration of a guarantee given by several
shareholders to support the credit facility, the Company granted warrants to
purchase 512,820 shares of Class A common stock at a conversion price of $1.95
per share. The warrants are exercisable at any time until June 29, 2006. The
total value of the warrants, approximately $46,000, was recorded as expense.
As of March 31, 2003, all warrants were outstanding.
NOTE 5. INCOME TAXES:
The Company utilizes the liability method of accounting for income
taxes and deferred taxes are determined based on the differences between the
financial statements and tax basis of assets and liabilities given the
provisions of the enacted tax laws. The income tax benefits charged to net
income are summarized as follows:
Fiscal Year Ended March 31,
------------------------------
2001 2002 2003
---- ---- ----
(in thousands)
Federal:
Current............................ $ -- $ -- $ 372
Deferred........................... -- -- --
------- ------- ---------
-- -- 372
-------- ------- ----------
State:
Current............................ -- -- --
Deferred........................... -- -- --
------ ------ --------
-- -- --
------- ------ --------
Total........................... $ -- $ -- $ 372
======== ======= ==========
The Company utilizes the flow-through method to account for tax
credits. In fiscal 2001, 2002 and 2003, the Company generated approximately
$500,000, $846,000 and $170,000, respectively, of tax credits.
The statutory federal income tax rate is reconciled to the Company's
effective income tax rates below:
Fiscal Year Ended March 31,
---------------------------
2001 2002 2003
---- ---- ----
Statutory federal income tax rate............... (34.0)% (34.0)% 34.0%
Meals and entertainment......................... 0.1 0.1 0.7
State income tax, net of federal tax effect..... (4.9) (4.9) 4.9
Income tax credits recognized................... (0.5) (0.3) (2.3)
Valuation allowance............................. 26.0 10.5 (40.1)
Goodwill amortization........................... 13.2 28.5 6.1
Other........................................... 0.1 0.1 1.6
------ ------- -------
0.0% 0.0% 4.9%
======= ======== ========
-15-
Components of the net deferred income tax asset are as follows:
March 31,
---------
2002 2003
---- ----
(in thousands)
Deferred income tax assets:
Allowance for doubtful accounts................ $ 683 $329
Alternative minimum tax credit................. 998 998
Research and development credit carryforward... 5,835 5,674
Capital loss carryforward...................... 2,328 --
Compensation accruals.......................... 1,223 854
Inventory reserves............................. 11,247 3,014
Warranty reserve............................... 1,203 500
Net operating loss carryforward................ 65,460 66,127
Accrued interest............................... 1,164 --
Property....................................... 770 1,264
Other.......................................... 2,309 2,705
------- --------
93,220 81,465
Deferred income tax liabilities:
Property and equipment......................... 159 111
Other.......................................... 11 9
--------- ---------
170 120
Valuation allowance........................... (67,605) (56,130)
--------- ----------
Net deferred income tax asset............... $ 25,445 $ 25,215
======== =========
Income tax expense was recorded for the fiscal year ended March 31,
2003 due to the results on an Internal Revenue Service audit on Teltrend Inc.
for pre-acquisition periods.
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 net deferred tax asset is
not assured and the Company has incurred taxable losses for the 2001, 2002 and
2003 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
associated with future temporary differences, net operating loss carryforwards
and tax credit carryforwards prior to their expiration through a tax planning
strategy available to the Company. The tax planning strategy upon which the
Company is relying involves the potential sale of the Company's 91.5% owned
Conference Plus Inc. subsidiary. The estimated gain generated by the sale of
this business would generate sufficient taxable income to offset the recorded
net deferred tax assets. In fiscal 2003, the Company wrote off a fully reserved
capital loss carryforward obtained in the Teltrend acquisition and a fully
reserved foreign net operating loss carryforward. These carryforwards were
deemed to have no value as the Company has no ability to create a capital gain
or qualified foreign income to use the credits. In addition, the Company reduced
the recorded valuation allowance such that approximately $25 million of recorded
net deferred tax asset is supported by the tax planning strategy. The Company
based its estimate upon an independent appraisal of the value of the business in
the fourth quarter of fiscal year 2003. This appraisal, which is based on
discounted future cash flow, 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. However, if the Company achieves sufficient profitability or has
available additional tax planning strategies to utilize a greater portion of the
deferred tax asset, a reduction in the valuation allowance will be recorded.
-16-
The Company has approximately $6.7 million in income tax credit
carryforwards and a tax benefit of $66.1 million related to a net operating loss
carryforward that is available to offset taxable income in the future. The tax
credit carryforwards begin to expire in 2008 and the net operating loss
carryforward begins to expire in 2012.
NOTE 6. COMMITMENTS:
The Company leases a 185,000 square foot corporate facility in Aurora,
Illinois to house manufacturing, engineering, sales, marketing and
administration pursuant to a lease that runs through 2017.
The Company also has lease commitments to lease other office and
warehouse facilities at various locations. All of the leases require the Company
to pay utilities, insurance and real estate taxes on the facilities. In
addition, the Company has leases for manufacturing equipment, computer
equipment, photocopiers and autos. Total rent expense was $5.3 million, $6.7
million and $7.1 million for 2001, 2002, and 2003, respectively.
Total minimum future rental payments at March 31, 2003 are as follows (in
thousands):
2004........................................... $ 4,558
2005........................................... 3,737
2006........................................... 3,511
2007........................................... 3,350
2008........................................... 3,390
Thereafter..................................... 22,639
---------
$ 41,185
========
NOTE 7. CAPITAL STOCK AND STOCK RESTRICTION AGREEMENTS:
Capital Stock Activity:
On October 25, 2001 at the Annual Meeting of Stockholders, the
stockholders approved an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of shares of Class A Common
Stock authorized for issuance from 85,000,000 to 109,000,000.
The Board of Directors has the authority to issue up to 1,000,000
shares of preferred stock in one or more series and to fix the rights,
preferences, privileges and restrictions thereof, including dividend rights,
conversion rights, voting rights, terms of redemption, liquidation preferences,
sinking fund terms and the number of shares constituting any series or the
designation of such series, without any further vote or action by stockholders.
Stock Restriction Agreements:
The members of the Penny family (major stockholders) have a Stock
Transfer Restriction Agreement which prohibits, with limited exceptions, such
members from transferring their Class A Common Stock or Class B Common Stock
acquired prior to November 30, 1995, without first offering such stock to the
other members of the Penny family. A total of 18,824,908 shares of Common Stock
are subject to this Stock Transfer Restriction Agreement.
Shares issued and outstanding:
The following table summarizes Common Stock transactions for fiscal years 2001,
2002 and 2003.
-17-
Common Stock
Shares Issued
and
Outstanding Treasury
Class A Class B Stock
------- ------- -----
(in thousands)
Balance, March 31, 2000.............................. 40,179 19,051 --
Class B Stock Converted to Class A Stock............. 36 (36) --
Conversion of subordinated debentures................ 1,164 -- --
Options Exercised.................................... 1,044 -- --
Shares sold under Employee Stock Purchase Plan....... 50 -- --
--------- ------- -------
Balance, March 31, 2001.............................. 42,473 19,015 --
Issuance of Class A Common Stock .................... 3,315 -- --
Options Exercised.................................... 5 -- --
Shares sold under Employee Stock Purchase Plan...... 114 -- --
Treasury stock....................................... -- -- (93)
--------- ------- -------
Balance, March 31, 2002.............................. 45,907 19,015 (93)
Issuance of Class A Common Stock .................... -- -- --
Options Exercised.................................... 59 -- --
Shares sold under Employee Stock Purchase Plan...... -- -- --
Treasury stock....................................... -- -- --
--------- ------- -------
Balance, March 31, 2003.............................. 45,966 19,015 (93)
======== ======= =======
NOTE 8. EMPLOYEE BENEFIT PLANS:
401(k) Benefit Plan:
The Company sponsors a 401(k) benefit plan (the "Plan") which covers
substantially all of its employees. The Plan is a salary reduction plan that
allows employees to defer up to 15% of wages subject to Internal Revenue Service
limits. The Plan also allows for Company discretionary contributions. The
Company provided for discretionary and matching contributions to the Plan
totaling approximately $1.3 million, $487,000 and $926,000 for fiscal 2001, 2002
and 2003, respectively.
Employee Stock Purchase Plan:
The Company maintains a stock purchase plan that allows participating
employees to purchase, through payroll deductions, shares of the Company's Class
A Common Stock for 85% of the average of the high and low reported sales prices
at specified dates. Under the stock purchase plan, 217,950 shares are
authorized. As of March 31, 2001 there were 76,781 shares available for future
issuance. As of March 31, 2002 and March 31, 2003 no shares were available for
issuance.
Employee Stock Incentive Plan:
In October 1995, the Company adopted a stock incentive plan (SIP plan)
that permits the issuance of Class A Common Stock, restricted shares of Class A
Common Stock, nonqualified stock options and incentive stock options to purchase
Class A Common Stock, performance awards and stock appreciation rights to
selected employees, officers, non-employee directors of the Company and advisory
board members and consultants. No stock awards were issued in fiscal 2001, 2002
or 2003.
During March 2000, as part of the Teltrend merger (see Note 1), the
Company adopted the following three stock options plans (collectively the "three
adopted option plans"): Teltrend Inc. 1995 Stock Option Plan (the "1995 Stock
Option Plan"), Teltrend Inc. 1996 Stock Option Plan (the "1996 Stock Option
Plan"), and Teltrend Inc. 1997 Non-Employee Director Stock Option Plan (the
"1997 Director Option Plan"). Under both the 1995 and 1996 Stock Option Plans
nonqualified stock options were granted to key employees. Nonqualified stock
options were granted to Non-Employee Directors under the 1997 Director Option
Plan.
-18-
Under the Company's SIP, the 1995 Stock Option Plan, the 1996 Stock
Option Plan, and the 1997 Director Option Plan ("all stock plans"), 13,000,000
shares were authorized and there were 1,733,149 shares available for further
issuance at March 31, 2003. The stock option activity under all stock plans is
as follows:
Outstanding Weighted Average
Options Exercise Price
------- --------------
Outstanding at March 31, 2000........ 5,837,212 $7.17
Granted.................... 3,859,650 11.79
Exercised.................. (1,043,826) 5.53
Expired.................... -- --
Canceled................... (1,293,708) 9.75
------------- --------
Outstanding at March 31, 2001........ 7,359,328 $ 9.37
Granted.................... 5,726,973 1.94
Exercised.................. (5,000) 2.12
Expired.................... -- --
Canceled................... (3,863,173) 7.35
------------- --------
Outstanding at March 31, 2002........ 9,218,128 $ 5.61
Granted.................... 3,181,671 2.01
Exercised.................. (59,375) 1.50
Expired.................... -- --
Canceled................... (807,625) 6.08
----------- --------
Outstanding at March 31, 2003........ 11,532,799 $ 4.60
The exercise price of the stock options granted is generally
established at the market price on the date of the grant. The Company has
reserved Class A Common Stock for issuance upon exercise of these options
granted.
During fiscal 2001 and 2002, respectively, the Company granted 3,000
and 30,000 stock options to non-employee advisory board members or consultants.
Compensation expense of $13,545 and $23,871 was recognized for the issuance of
these non-employee stock options under Statement of Financial Accounting
Standards No. 123 "Accounting for Stock-Based Compensation" FAS 123 for fiscal
2001and 2002 respectively. There were no non-employee grants in fiscal year
2003.
In computing the fair value of stock options granted as disclosed in
Note 1, the fair value of each option is estimated on the date of grant based on
the Black-Scholes option pricing model, with the exception of the options
assumed in the acquisition which are described in Note 1. The estimate assumes,
among other things, a risk-free interest rate of 2.8% for fiscal year 2003 and
6.5% for fiscal years 2002 and 2001 and no dividend yield; expected volatility
of 98% for fiscal year 2003 and 73% for fiscal years 2002 and 2001 and an
expected life of 7 years. A majority of the options granted to employees in
fiscal 2001 vest ratably over five years. A majority of the options granted to
employees in fiscal 2002 vest ratably over two to five years. In fiscal year
2003, approximately half of the options issued vest upon the earlier of the
achievement of company and individual goals established or 8 years. The majority
of the remaining options issued in fiscal year 2003 vest over five years. The
weighted average fair value of the options granted during the years ended March
31, 2001, 2002 and 2003 were $8.43, $1.94 and $2.01, respectively.
-19-
The following table summarizes information about all stock options outstanding
as of March 31, 2003:
Options Outstanding Options Exercisable
----------------------------------------------- --------------------------------------
Range of Number Weighted- Number Weighted
Exercise Outstanding at Remaining Average Exercisable at Average
Prices 3/31/03 Life Exercise Price 3/31/03 Exercise Price
------------ -------------------------------------- -------------- ------------------- --------------
$1.07 - $1.57 3,674,491 8.81 yrs $ 1.38 329,013 $ 1.18
1.60 - 2.19 2,677,652 8.20 yrs 2.03 826,722 2.08
2.21 - 5.03 3,043,551 7.54 yrs 4.23 1,175,045 4.47
5.04 - 35.65 2,130,905 5.86 yrs 13.83 1,955,565 13.71
36.18 - 36.18 6,200 6.97 yrs 36.18 3,720 36.18
----------- ---------- ---------- -------- ----------
$1.07 - 36.18 11,532,799 7.79 yrs $ 4.60 4,290,065 $ 7.99
NOTE 9. SEGMENT AND RELATED INFORMATION:
Operating Segments:
-------------------
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 described in the summary of significant accounting policies.
Segment information for the fiscal years ended March 31, are as follows:
Telecom Telecom Consolidated
Equipment Services Total
--------- -------- -----
2001
Revenues............................................ $319,494 $41,983 $361,477
Operating income (loss) (99,387) 8,128 (91,259)
Depreciation and amortization....................... 40,553 3,388 43,941
Total assets........................................ 295,960 19,179 315,139
2002
Revenues............................................ $191,302 $48,521 $239,823
Operating income (loss) (166,063) 4,420 (161,643)
Depreciation and amortization....................... 35,847 4,375 40,222
Total assets........................................ 105,969 20,184 126,153
2003
Revenues............................................ $168,216 $41,805 $210,021
Operating income 8,001 2,302 10,303
Depreciation and amortization....................... 8,843 4,475 13,318
Total assets........................................ 86,702 22,772 109,474
Reconciliation of operating (loss) for the reportable segments to income (loss)
before income taxes:
-20-
Fiscal Year Ended March 31,
---------------------------
2001 2002 2003
---- ---- ----
Operating income (loss)................................... $ (91,259) $ (161,643) $ 10,303
Other expense, net........................................ -- (222) (9)
Interest expense.......................................... 2,197 5,564 2,648
---------- ---------- --------
Income (loss) before income taxes......................... $ (93,456) $ (167,429) $ 7,646
========== ========== ========
Enterprise-wide Information:
----------------------------
The Company's revenues are primarily generated in the United States.
More than 90% of all revenues were generated in the United States in fiscal
years 2002 and 2003 and approximately 84% in fiscal year 2001.
Significant Customers and Concentration of Credit:
The Company is dependent on certain major telephone companies that
represent more than 10% of the total revenue. Sales to major customers and
successor companies that exceed 10% of total revenue are as follows:
Fiscal Year Ended
March 31,
-------------------
2001 2002 2003
---- ---- ----
Verizon............................................ 25.9% 43.2% 42.5%
SBC................................................ 17.6 14.9 15.2
BellSouth.......................................... 1.6 0.7 13.9
Fujitsu Telecommunications Europe Limited.......... 14.3 3.5 1.8
-21-
Major telephone companies comprise a significant portion of the
Company's trade receivables. Receivables from major customers that exceed 10% of
total accounts receivable balance are as follows:
Fiscal Year Ended
March 31,
---------
2002 2003
---- ----
Verizon............................................ 46.5% 50.3%
SBC................................................ 12.6 22.7
Fujitsu Telecommunications Europe Limited.......... 10.4 1.3
Geographic Information
The Company's financial information by geographic area was as follows
for the years ended March 31:
Domestic International Total
-------- ------------- -----
(in thousands)
2001
Revenue.............................$ 303,758 $ 57,719 $ 361,477
Operating loss...................... (88,394) (2,865) (91,259)
Identifiable assets................. 313,067 2,072 315,139
2002
Revenue.............................$ 224,341 $ 15,482 $ 239,823
Operating loss...................... (161,513) (130) (161,643)
Identifiable assets................. 124,045 2,108 126,153
2003
Revenue.............................$ 198,771 $ 11,250 $ 210,021
Operating income (loss)............. 11,511 (1,208) 10,303
Identifiable assets................. 106,591 2,883 109,474
International identifiable assets and operating loss are related to
Westell Ltd., which is located in the United Kingdom and Conference Plus Global
Services, Ltd., which is located in Dublin Ireland.
NOTE 10. 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 has been
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 March 31, 2003, $2.6
million of these restructuring costs had been paid leaving a balance of
approximately $0.3 million.
The Company recognized a restructuring charge of $6.3 million in fiscal
year 2002. These charges included personnel, facility and certain development
contract costs. The purpose of the fiscal 2002 restructuring plan was to
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 was sublet resulting in a reversal of $0.9 million of
facility lease costs accrued in fiscal 2002. As of March 31, 2003, $4.4 million
of the fiscal 2002 restructuring costs had been paid leaving a balance of
approximately $1.0 million.
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The Company recognized a net restructuring expense of $1.7 million
consisting of a charge of $2.6 million offset by an $855,000 reversal 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 cost due to the sublet of a leased facility at Conference Plus, Inc.
in fiscal 2002. Approximately 25 employees were impacted by these
reorganizations. As of March 31, 2003, the Company paid approximately $0.9
million of these accrued restructuring costs leaving a balance of $1.6 million.
The restructuring charges and their utilization are summarized as follows:
Accrued Accrued Accrued 2003 Accrued
(Dollars in at at at Charged at
thousands) March 31 2001 2001 March 31 2002 2002 March net of 2003 March
2000 Charged Utilized 2001 Charged Utilized 31 2002 reversal Utilized 31 2003
- ------------------ ---------- -------- -------- ---------- -------- --------- --------- -------- --------- --------
Employee costs.......$ 2,604 $ 1,550 $ 1,552 $ 2,602 $ 4,066 $4,629 $ 2,039 $1,120 $2,390 $ 769
Legal, other and
facility costs....... 300 150 55 395 2,191 412 2,174 552 650 2,076
- ------------------ ---------- -------- -------- ---------- -------- --------- --------- -------- --------- --------
Total................$ 2,904 $ 1,700 $ 1,607 $ 2,997 $ 6,257 $ 5,041 $ 4,213 $ 1,672 $ 3,040 $ 2,845
================== ========== ======== ======== ========== ======== ========= ========= ======== ========= ========
NOTE 11. OTHER INCOME(EXPENSE), NET:
Other income (expense), net for the years ended March 31, 2002 and 2003
was primarily due to interest income, unrealized gains and losses on
intercompany balances denominated in foreign currency, and the elimination of
minority interest.
I. NOTE 12. EARNINGS PER SHARE
Year ended March 31,
------------------------------------------------
Dollars in thousands, except per share amounts 2001 2002 2003
------------- -------------- -------------
BASIC EARNINGS (LOSS) PER SHARE:
Net income (loss) $ (93,856) $ (167,429) $ 7,274
Average basic shares outstanding 61,072 64,317 64,925
Basic net income (loss) per share $ (1.54) $ (2.60) $ 0.11
DILUTED EARNINGS (LOSS) PER SHARE:
Net income (loss) $ (93,856) $ (167,429) $ 7,274
Average diluted shares outstanding 61,072 64,317 64,925
Effect of dilutive securities: stock options - - 201
and warrants
------------- -------------- -------------
61,072 64,317 65,126
------------- -------------- -------------
Diluted net income (loss) per share $ (1.54) $ (2.60) $ 0.11
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WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
ACCOUNTS RECEIVABLE ALLOWANCES
(IN THOUSANDS)
2001 2002 2003
---- ---- ----
Balance at beginning of year.......................... $855 $1,363 $1,531
Provision for doubtful accounts....................... 627 971 623
Write-offs of doubtful accounts, net of recoveries.... (119) (803) (1,249)
Balance at end of year................................ $1,363 $1,531 $ 905
====== ====== ======
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a) (1) Financial Statements
--------------------
The consolidated financial statements of Westell
Technologies, Inc. at March 31, 2003 and 2002 and for
each of the three fiscal years in the period ended
March 31, 2003, together with the Report of
Independent Auditors, are set forth in Item 5 of this
Report.
The supplemental financial information listed and
appearing hereafter should be read in conjunction
with the consolidated financial statements included
in the report.
(2) Financial Statement Schedule
----------------------------
The following are included in Part IV of this Report
for each of the years ended March 31, 2001, 2002 and
2003 as applicable:
Schedule II - Valuation and Qualifying Accounts -
page 26
Financial statement schedules not included in this
report have been omitted either because they are not
applicable or because the required information is
shown in the consolidated financial statements or
notes thereto, included in this report.
(3) Exhibits
--------
3.1 Amended and Restated Certificate of
Incorporation, as amended (incorporated
herein by reference to Exhibit 3.12 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended December 31, 2001).
3.2 Amended and Restated By-laws laws
(incorporated by reference to Exhibit 3.1 to
the Company's Annual Report on Form 10-K for
the year ended March 31, 2001).
4.1 Form of Stock Purchase Warrant dated April
15, 1999 by and among Westell Technologies,
Inc., Castle Creek Technology Partners LLC
(409,091 shares), Marshall Capital
Management, Inc. (272,727 shares), and
Capital Ventures International (227,273
shares) (incorporated herein by reference to
Westell Technologies, Inc.'s Report on Form
8-K dated April 20, 1999).
4.2 Amended and Restated Certificate of
Incorporation, as amended (See exhibit 3.1).
4.3 Amended and Restated By-laws (see Exhibit
3.2).
4.4 Form of Warrant granted to certain Penny
family trusts on June 29, 2001 (incorporated
herein be reference to Exhibit 10.21 to the
Company's Annual Report on Form 10-K for the
year ended March 31, 2001).
9.1 Voting Trust Agreement dated February 23,
1994, as amended (incorporated herein by
reference to Exhibit 9.1 to Westell
Technologies, Inc.'s Registration Statement
on Form S-1, as amended, Registration No.
33-98024).
10.1 Intentionally omitted.
10.2 Stock Transfer Restriction Agreement entered
into by members of the Penny family, as
amended, (incorporated herein by reference
to Exhibits 10.4 and 10.16 to Westell
Technologies, Inc.'s Registration Statement
on Form S-1, as amended, Registration No.
33-98024).
10.3 Form of Registration Rights Agreement among
the Company and Robert C. Penny III and
Melvin J. Simon, as trustees of the Voting
Trust dated February 23, 1994 (incorporated
herein by reference to Exhibit 10.5 to
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Westell Technologies, Inc.'s Registration
Statement on Form S-1, as amended,
Registration No. 33-98024).
*10.4 1995 Stock Incentive Plan (incorporated
herein by reference to Exhibit 10.6 to
Westell Technologies, Inc.'s Registration
Statement on Form S-1, as amended,
Registration No. 33-98024).
*10.5 Employee Stock Purchase Plan (incorporated
herein by reference to Exhibit 10.7 to
Westell Technologies, Inc.'s Registration
Statement on Form S-1, as amended,
Registration No. 33-98024).
*10.6 Teltrend Inc. 1995 Stock Option Plan.
(incorporated by reference to the Teltrend,
Inc.'s Registration Statement on Form S-1,
as amended (Registration No. 33-91104),
originally filed with the Securities and
Exchange Commission April 11, 1995)
*10.7 Teltrend Inc. 1996 Stock Option Plan
(incorporated by reference to the Teltrend
Inc.'s Quarterly Report on Form 10-Q for the
quarterly period ended April 26, 1997).
*10.8 Teltrend Inc. 1997 Non-Employee Director
Stock Option Plan (incorporated by reference
to the Teltrend Inc.'s Definitive Proxy
Statement for the Annual Meeting of
Stockholders held on December 11, 1997).
*10.9 Deferred Compensation Arrangement between
Westell Technologies, Inc. and E. Van
Cullens.
*10.10 Severance Agreement between Conference Plus,
Inc. and Tim Reedy.
10.11 Lease dated September 25, 1995 between
Westell-Meridian LLC and Westell, Inc.
(incorporated herein by reference to Exhibit
10.11 to Westell Technologies, Inc.'s
Registration Statement on Form S-1, as
amended, Registration No. 33-98024)
10.12 Amended and Restated Loan and Security
Agreement dated August 31, 2000 among
LaSalle National Bank, Harris Bank National
Association, Westell Technologies, Inc.,
Westell, Inc., Westell International, Inc.,
Conference Plus, Inc. and Teltrend, Inc.
(incorporated by reference to the like
numbered exhibit to Company's Annual Report
on Form 10-K for the year ended March 31,
2001).
10.14 Intentionally omitted.
10.15 Revolving Note dated as of June 29, 2001
payable to LaSalle National Bank and made by
Westell Technologies, Inc., Westell, Inc.,
Westell International, Inc., Conference
Plus, Inc. and Teltrend, Inc. (incorporated
by reference to the like numbered exhibit to
Company's Annual Report on Form 10-K for the
year ended March 31, 2001).
10.16 Amended and Restated Loan and Security
Agreement dated June 29, 2001 among LaSalle
National Bank, Westell Technologies, Inc.,
Westell, Inc., Westell International, Inc.,
Conference Plus, Inc. and Teltrend, Inc.
(incorporated by reference to the like
numbered exhibit to Company's Annual Report
on Form 10-K for the year ended March 31,
2001).
10.17 Lease for Three National Plaza at Woodfield
dated December 24, 1991 by and between the
First National Bank of Boston, as Trustee
pursuant to that certain Pooling and
Security Agreement dated April 1, 1988, and
Conference Plus, Inc., as amended and
modified. (incorporated herein by reference
to Exhibit 10.17 to the Company's Form 10-K
for fiscal year ended March 31, 1996).
10.18 Lease dated December 10, 1993 between
LaSalle National Trust, N.A., as Trustee
under Trust Agreement dated August 1, 1979,
known as Trust No. 101293, and Westell
Incorporated, as amended and modified
(incorporated herein by reference to the
exhibit of equal number to the Company's
Form 10-K for fiscal year ended March 31,
1996).
10.19 Amendment to Amended and Restated Loan and
Security Agreement dated February 15, 2001
among LaSalle National Bank, Harris Trust
and Savings Bank, Westell Technologies,
Inc., Westell, Inc., Westell International,
Inc., Conference Plus, Inc., and Teltrend,
-26-
Inc. (incorporated by reference to Exhibit
10.1 to the Company's Form 10-Q for the
period ended December 31, 2000).
10.20 Amendment to Amended and Restated Loan and
Security Agreement dated April 13, 2001
among LaSalle National Bank, Harris Trust
and Savings Bank, Westell Technologies,
Inc., Westell, Inc., Westell International,
Inc., Conference Plus, Inc., and Teltrend,
Inc. (incorporated by reference to Exhibit
10.18 to the Company's Report on Form 8-K
filed on April 17, 2001).
10.21 Sixth Amendment to the Amended and Restated
Loan and Security Agreement dated as of June
29, 2001 among LaSalle National Bank, Harris
Trust and Savings Bank, the Company,
Westell, Inc., Westell International, Inc.,
Conference Plus, Inc. and Teltrend,
Inc.(incorporated by reference to Exhibit
10.21 to the Company's Annual Report on Form
10-K for the year ended March 31, 2002).
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. and Teltrend, Inc. (incorporated
herein by reference to Exhibit 10.22 to the
Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001).
*10.23 Severance Agreement date June 28, 2001, by
and between Westell, Inc and E. Van Cullens
(incorporated herein by reference to Exhibit
10.23 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September
30, 2001).
*10.24 Employment Letter dated June 28, 2001
between Westell Technologies, Inc. and E.
Van Cullens (incorporated herein by
reference to Exhibit 10.24 to the Company's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 2001).
10.25 Seventh Amendment to the Amended and
Restated Loan and Security Agreement dated
as of June 26, 2003 among LaSalle National
Bank, the Company, Westell, Inc, Westell
International, Inc. Conference Plus, Inc.
and Teltrend, Inc. (incorporated by
reference to Exhibit 10.25 to the Company's
Annual Report on Form 10-K for the year
ended March 31, 2003).
21.1 Subsidiaries of the Registrant (incorporated
by reference to Exhibit 21.1 to the
Company's Annual Report on Form 10-K for the
year ended March 31, 2001).
23.1 Consent of Ernst & Young LLP.
31.1 Certification of the Chief Executive Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer
pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer
and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
*Management contract or compensatory plan or arrangement.
-27-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this amendment to its
report on Form 10-K to be signed on its behalf by the undersigned, thereunto
duly authorized on August 11, 2004.
WESTELL TECHNOLOGIES, INC.
/s/ Nicholas C. Hindman
Chief Financial Officer
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