SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File Number 0-27266
-------
WESTELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3154957
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
750 N. COMMONS DRIVE, AURORA, IL 60504
(Address of principal executive offices) (Zip Code)
(630) 898-2500
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check or mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class A Common Stock, $0.01 Par Value - 42,399,890 shares at November 1, 2000
Class B Common Stock, $0.01 Par Value - 19,038,369 shares at November 1, 2000
<PAGE>
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PART I FINANCIAL INFORMATION: Page No.
--------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 3
- As of March 31, 2000 and September 30, 2000 (unaudited)
Condensed Consolidated Statements of Operations (unaudited) 4
- Three months ended September 30, 1999 and 2000
- Six months ended September 30, 1999 and 2000
Condensed Consolidated Statements of Cash Flows (unaudited) 5
- Six months ended September 30, 1999 and 2000
Notes to the Condensed Consolidated Financial Statements
(unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative disclosures about market risks
PART II OTHER INFORMATION
Item 1. Legal Proceedings
Item 4. Other events 15
Item 5. Exhibits and Reports on Form 8-K 15
SAFE HARBOR STATEMENT
Certain statements contained under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in this 10-Q, which are not
historical facts, including, without limitation, the Company's opinion about the
class action lawsuits discussed in this Form 10-Q, are forward looking
statements that involve risks and uncertainties. These risks include, but are
not limited to, product demand and market acceptance risks (including the future
commercial acceptance of the Company's DSL systems by telephone companies and
other customers), the impact of Westell's merger with Teltrend, the impact of
competitive products and technologies (such as cable modems and fiber optic
cable), competitive pricing pressures, product development, excess and obsolete
inventory due to new product development, commercialization and technological
delays or difficulties (including delays or difficulties in developing,
producing, testing and selling new products and technologies, such as DSL
systems), the effect of the Company's accounting policies, the effect of
economic conditions and trade, legal, social, and economic risks (such as
import, licensing and trade restrictions) and other risks more fully described
in the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
2000 under the section "Risk Factors". The Company undertakes no obligation to
release publicly the result of any revisions to these forward looking statements
that may be made to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
2
<PAGE>
<TABLE>
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
ASSETS
March 31, September 30,
2000 2000
----------------- ---------------
(unaudited)
(in thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents........................................... $27,258 $ 8,391
Short term investments.............................................. 1,951 -
Accounts receivable (net of allowance of $855,000 and $1,300,000,
respectively)....................................................... 42,025 77,636
Inventories......................................................... 30,741 90,540
Prepaid expenses and other current assets........................... 2,200 3,211
Refundable income taxes............................................. 6,222 6,222
Deferred income tax asset........................................... 3,319 3,319
Land and building held for sale..................................... 3,309 3,309
----------------- ---------------
Total current assets............................................ 117,025 192,628
----------------- ---------------
Property and equipment:
Machinery and equipment............................................. 34,686 40,490
Office, computer and research equipment............................. 18,682 26,257
Leasehold improvements.............................................. 3,436 3,123
----------------- ---------------
56,804 69,870
Less accumulated depreciation and amortization...................... 30,435 35,342
----------------- ---------------
Property and equipment, net........................................ 26,369 34,528
Goodwill and intangibles, net........................................ 175,482 159,287
Deferred income tax asset and other assets........................... 23,694 22,721
----------------- ---------------
Total assets.................................................... $342,570 $409,164
================= ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.................................................... $ 21,528 $ 80,627
Accrued expenses.................................................... 22,591 13,842
Notes payable....................................................... - 28,598
Accrued compensation................................................ 6,938 5,410
Current portion of long-term debt................................... 1,633 -
----------------- ---------------
Total current liabilities.......................................... 52,690 128,477
----------------- ---------------
Long-term debt........................................................ 1,117 -
Other long-term liabilities........................................... 2,489 2,850
Commitments and contingencies
Convertible debt (net of debt discount of $669,000 and $0 6,611 -
respectively).........................................................
Stockholders' equity:
Class A common stock, par $0.01....................................... 402 424
Authorized - 85,000,000 shares
Issued and outstanding - 40,179,110 shares at March 31, 2000 and 42,364,175
shares at September 30, 2000
Class B common stock, par $0.01....................................... 190 190
Authorized - 25,000,000 shares
Issued and outstanding - 19,051,369 shares at March 31, 2000 and 19,051,369
shares at September 30, 2000
Preferred stock, par $0.01............................................ - -
Authorized - 1,000,000 shares
Issued and outstanding - none
Deferred compensation................................................. 840 939
Additional paid-in capital............................................ 345,485 357,206
Accumulated other comprehensive income................................ 184 22
Accumulated deficit................................................... (67,438) (80,944)
----------------- ---------------
Total stockholders' equity...................................... 279,663 277,837
----------------- ---------------
Total liabilities and stockholders' equity.................... $342,570 $409,164
================= ===============
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
</TABLE>
3
<PAGE>
<TABLE>
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
---------------------------- ----------------------------
1999 2000 1999 2000
------------ ------------ ------------ ------------
(unaudited)
(in thousands, except per share data)
<S> <C> <C> <C> <C>
Equipment sales............................... $ 17,326 $95,101 $ 34,514 $ 193,219
Services...................................... 7,678 10,428 14,649 20,186
------------ ------------ ------------ ------------
Total revenues.............................. 25,004 105,529 49,163 213,405
Cost of equipment sales....................... 14,358 78,661 26,246 157,243
Cost of services.............................. 5,021 6,478 9,786 12,616
------------ ------------ ------------ ------------
Total cost of goods sold.................... 19,379 85,139 36,032 169,859
------------ ------------ ------------ ------------
Gross margin............................... 5,625 20,390 13,131 43,546
Operating expenses:
Sales and marketing......................... 3,414 6,222 7,112 13,601
Research and development.................... 1,619 7,509 5,216 14,947
General and administrative.................. 3,377 6,539 6,617 12,203
Amortization of intangibles................. - 7,958 - 15,916
------------ ------------ ------------ ------------
Total operating expenses.................. 8,410 28,228 18,945 56,667
------------ ------------ ------------ ------------
Operating loss................................ (2,785) (7,838) (5,814) (13,121)
Other (income) expense, net................... (74) 105 (51) (65)
Interest expense.............................. 348 331 728 450
------------ ------------ ------------ ------------
Loss before taxes............................. (3,059) (8,274) (6,491) (13,506)
Income taxes.................................. -- -- -- --
------------ ------------ ------------ ------------
Net loss...................................... $ (3,059) $ (8,274) $ (6,491) $ (13,506)
============ ============ ============ ============
Net loss per basic and diluted common share... $ (0.08) $ (0.14) $ (0.18) $(0.22)
============ ============ ============ ============
Weighted average number of basic and diluted
common shares outstanding................... 36,570 61,118 36,519 60,697
============ ============ ============ ============
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
</TABLE>
4
<PAGE>
<TABLE>
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
Six Months Ended
September 30,
--------------------
1999 2000
-------- --------
(unaudited)
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Net loss ..................................................... $ (6,491) $(13,506)
Reconciliation of net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization .............................. 3,562 21,350
Deferred compensation ..................................... -- 99
Non-cash interest expense on debentures .................... -- 135
Changes in assets and liabilities:
Increase in accounts receivable ............................ (3,783) (35,684)
Increase in inventory ...................................... (854) (59,856)
Decrease (increase) in prepaid expenses and deposits ....... 466 (1,010)
Decrease in refundable income taxes ........................ 5 --
(Decrease) increase in accounts payable and accrued expenses (2,258) 50,710
Decrease in accrued compensation ........................... (305) (1,528)
-------- --------
Net cash used in operating activities ................... (9,658) (39,290)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment ........................ (2,151) (13,481)
Proceeds from sale of equipment ............................ 431 166
(Increase) decrease in other assets ........................ (1,474) 443
Decrease in short term investments ......................... -- 1,951
-------- --------
Net cash used in investing activities ................... (3,194) (10,920)
-------- --------
Cash flows from financing activities:
Net borrowing under revolving promissory notes ............. -- 28,598
Repayment of long-term debt and leases payable ............. (1,229) (2,750)
Proceeds from issuance of convertible debt ................. 19,000 --
Proceeds from the issuance of common stock ................. 1,983 5,527
-------- --------
Net cash provided by financing activities ............... 19,754 31,375
-------- --------
Effect of exchange rate changes on cash ...................... (12) (33)
Net increase (decrease) in cash ......................... 6,890 (18,867)
Cash and cash equivalents, beginning of period ............... 6,715 27,258
-------- --------
Cash and cash equivalents, end of period ..................... $ 13,605 $ 8,391
======== ========
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements
</TABLE>
5
<PAGE>
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. It is suggested that these condensed
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's Annual Report
on Form 10-K for the year ended March 31, 2000.
In the opinion of management, the unaudited interim financial
statements included herein reflect all adjustments, consisting of normal
recurring adjustments, necessary to present fairly the Company's consolidated
financial position and the results of operations and cash flows at September 30,
2000, and for all periods presented. The results of operations for the three and
six month periods ended September 30, 2000 are not necessarily indicative of the
results that may be expected for the fiscal year ending March 31, 2001.
NOTE 2. COMPUTATION OF NET LOSS PER SHARE
The Company follows the provisions of SFAS No. 128, which requires
companies to present basic and diluted earnings per share. The computation of
basic earnings per share is computed using the weighted average number of common
shares outstanding during the period. Diluted earnings per share includes the
number of additional common shares that would have been outstanding if the
dilutive potential common shares had been issued. The effect of this computation
on the number of outstanding shares is antidilutive for the periods ended
September 30, 1999, and 2000, and therefore the net loss per basic and diluted
earnings per share are the same.
NOTE 3. RESTRUCTURING CHARGE
The Company recognized a restructuring charge of $550,000 in the three
months ended March 31, 2000. This charge was for personnel, legal, and other
related cost to eliminate redundant employees due to the acquisition of Teltrend
Inc. 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. The Company estimates that the costs of
these activities will be $2.9 million. Approximately $2.4 million of the total
cost has been capitalized as part of the purchase price of Teltrend Inc.,
primarily related to Teltrend Inc. employees terminated. The remaining cost of
$550,000 was charged to operations and relates to Westell employees terminated
and other costs. As of September 30, 2000, the Company has paid approximately
$934,000 of these costs.
The restructuring charges and their utilization are summarized as follows:
<TABLE>
<CAPTION>
Utilized
Balance through Balance
(in thousands) March 31, September 30, September 30,
2000 2000 2000
---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Employee Costs........... $ 2,604 $879 $ 1,725
Legal & Other Costs...... 300 55 245
---------------------------------------------------------------------------------------
Total.................... $ 2,904 $934 $ 1,970
=======================================================================================
</TABLE>
6
<PAGE>
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4. INTERIM SEGMENT INFORMATION
Westell's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
business requires different technology and market strategy. They consist of:
1) A telecommunications equipment manufacturer of local loop
access products, and
2) A multi-point telecommunications service bureau specializing in
audio teleconferencing, multi-point video conferencing,
broadcast fax and multimedia teleconference services.
Performance of these segments is evaluated utilizing, revenue,
operating income and total asset measurements. The accounting policies of the
segments are the same as those for Westell Technologies, Inc. Segment
information for the three and six month periods ended September 30, 1999 and
2000, are as follows:
<TABLE>
<CAPTION>
Telecom Telecom
(In thousands) Equipment Services Total
------------ ------------ ---------
<S> <C> <C> <C>
Three months ended September 30, 1999
Revenues.......................... $17,326 $ 7,678 $ 25,004
Operating income (loss)........... (3,912) 1,127 (2,785)
Depreciation and amortization..... 1,139 564 1,703
Total assets...................... 59,823 15,532 75,355
Three months ended September 30, 2000
Revenues.......................... $95,101 $ 10,428 $ 105,529
Operating income (loss)........... (9,784) 1,946 (7,838)
Depreciation and amortization..... 10,030 790 10,820
Total assets...................... 387,231 21,933 409,164
Six months ended September 30, 1999
Revenues.......................... $34,514 $14,649 $ 49,163
Operating income (loss)........... (7,596) 1,782 (5,814)
Depreciation and amortization..... 2,469 1,093 3,562
Total assets...................... 59,823 15,532 75,355
Six months ended September 30, 2000
Revenues.......................... 193,219 20,186 213,405
Operating income (loss)........... (16,611) 3,490 (13,121)
Depreciation and amortization..... 19,787 1,563 21,350
Total assets...................... 387,231 21,933 409,164
</TABLE>
Reconciliation of Operating loss from continuing operations for the reportable
segments to Loss from continuing operations before income taxes:
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September 30,
1999 2000 1999 2000
---------- ---------- ---------- ----------
(In thousands)
<S> <C> <C> <C> <C>
Operating loss ........................................ $ (2,785) $ (7,838) $ (5,814) $ (13,121)
Other (income) expense, net............................ (74) 105 (51) (65)
Interest expense....................................... 348 331 728 450
--------- --------- --------- ---------
Loss before income taxes............................... $ (3,059) $ (8,274) $ (6,491) $ (13,506)
======= ======= ======= ========
</TABLE>
7
<PAGE>
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 5. NEW ACCOUNTING PRONOUNCEMENTS:
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivation
Instruments and Hedging Activities", which addresses the accounting for
derivative instruments. SFAS No. 133 is effective for quarterly financial
statements for the Company's fiscal year ended March 31, 2002. The Company does
not expect that SFAS No. 133 will have a significant effect on its current
financial reporting.
NOTE 6. COMPREHENSIVE INCOME:
The disclosure of comprehensive loss, which encompasses net loss and foreign
currency translation adjustments, is as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September30,
----------------------------- -----------------------------
(in thousands) 1999 2000 1999 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net loss...................................... $(3,059) $(8,274) $(6,491) $(13,506)
Other comprehensive loss
Foreign currency translation adjustment.. 158 (364) 248 (162)
------------ ------------ ------------ ------------
Comprehensive loss........................... $(2,901) $(8,638) $(6,243) $(13,668)
</TABLE>
NOTE 7. BUSINESS ACQUISITION:
On March 17, 2000, the Company acquired 100% of the outstanding shares
of Teltrend Inc., a designer, manufacturer and marketer of transmission products
used by telephone companies to provide voice and data service over the telephone
network.
The acquisition was accounted for as a purchase and, accordingly, the
acquired assets and assumed liabilities have been recorded at their estimated
fair market values at the date of the acquisition. The results of operations
have been included in the consolidated financial statements since the date of
acquisition. The estimated fair market values of certain assets are based upon
preliminary appraisal reports. The purchase price of approximately $238,241,873
exceeded the fair market value of net assets acquired, resulting in goodwill of
$64,207,801 and synergistic goodwill of $57,000,000 which will be amortized on a
straight-line basis over an average of approximately ten years.
The following unaudited pro forma consolidated results of operations
data assumes the business acquisition described above occurred on April 1, 1999.
The pro forma results below are based on historical results of operations
including adjustments for interest, depreciation and amortization and do not
necessarily reflect actual results that would have occurred.
<TABLE>
<CAPTION>
(in thousands, except per share data) Three months ended Six months ended
September 30, 1999 September 30, 1999
------------------------ ------------------------
<S> <C> <C>
Revenue....................................... $ 43,315 $ 86,129
Net loss...................................... (7,303) (16,597)
Net loss per basic and diluted common share... (.13) (.29)
</TABLE>
8
<PAGE>
WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 8. SUBSEQUENT EVENT:
Westell Technologies, Inc., and certain of its officers and directors, have been
named in the following class actions:
1. Greif v. Westell Technologies, Inc., et al., No. 00 C 7046 (filed November 8,
2000);
2. Seplow v. Westell Technologies, Inc., et al., No. 00 C 7019 (filed November
7, 2000);
3. Llanes v. Westell Technologies, Inc., et al., No. 00 C 6780 (filed October
30, 2000);
4. Bergh v. Westell Technologies, Inc., et al., No. 00 C 6735 (filed October 27,
2000); and
5. Lefkowitz v. Westell Technologies, Inc., et al., No. 00 C 6881 (filed
November 2, 2000).
Each of these cases was filed in the United States District Court for the
Northern District of Illinois and alleges generally that the defendants violated
the antifraud provisions of the federal securities laws by allegedly issuing
material false and misleading statements and/or allegedly omitting material
facts necessary to make the statements made not misleading thereby allegedly
inflating the price of Westell stock for certain time periods. Each of these
cases allegedly arises from the same set of operative facts and seeks the same
relief -- damages allegedly sustained by plaintiffs and the Class by reason of
the acts and transactions alleged in the Complaints as well as interest on any
damage award, reasonable attorneys' fees, expert fees, and other costs. In the
opinion of the Company, although the outcome of any legal proceedings cannot be
predicted with certainty, the above lawsuits will not have a material adverse
effect on the Company.
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-----------------------------------------------------------------------
OF OPERATION
------------
OVERVIEW
Westell Technologies, Inc. ("Westell" or the "Company") derives most of
its equipment revenue from the sale of telecommunications equipment that enables
telecommunications services over copper telephone wires. The Company offers a
broad range of products that facilitate the transmission of high-speed digital
and analog data between a telephone company's central office and its end-user
customers. These products can be categorized into three business units presented
below.
o TELCO ACCESS PRODUCTS ("TAP"): Products that maintain, repair and monitor
special service circuits used over copper telephone wires in the portion of
the telephone companies' network connecting the central office with the
customers' locations (the "Local Loop"). Products include all of Westell's
analog products and products that support digital T-1 transmission such as
its Network Interface Units ("NIU") products.
o TRANSPORT SYSTEMS: DSL products that contain components that are located in
the telephone companies' central offices. Products include Westell's
Supervision, a system comprised of central office shelves and electronics
that enable high-speed transmission over copper telephone lines.
o CUSTOMER PREMISE EQUIPMENT ("CPE"): High-speed DSL modems and routers that
are located at the customers' premises. These products include Westell's
WireSpeed(TM) modems that are designed to provide high-speed access through
personal computers.
The Company's service revenues are derived from audio, multi port video
and multi media teleconferencing services from the Company's Conference Plus,
Inc. subsidiary.
Below is a table that compares equipment and service revenues for the
quarter ended September 30, 1999 with the quarter ended September 30, 2000 by
business unit.
<TABLE>
<CAPTION>
Three months ended: Six months ended:
----------------------------------- -------------------------------------
September 30, September 30, September 30, September 30,
(in thousands) 1999 2000 1999 2000
----------------- ------------------------------------ -----------------
<S> <C> <C> <C> <C>
TAP............................. $12,680 $29,875 $ 26,504 $ 60,096
Transport systems............... 2,636 15,678 4,825 21,695
CPE............................. 2,010 49,548 3,185 111,428
----------------- ---------------- ------------------ -----------------
Total equipment................. 17,326 95,101 34,514 193,219
----------------- ---------------- ------------------ -----------------
Services........................ 7,678 10,428 14,649 20,186
----------------- ---------------- ------------------ -----------------
Total revenues.................. $25,004 $ 105,529 $49,163 $213,405
================= ================ ================== =================
</TABLE>
Westell's net revenues increased 322% and 334% in the three and six
month periods ended September 30, 2000, respectively, when compared to the
comparable prior year periods. The increased revenue was due to increases in
both equipment revenue and service revenue for the three and six month periods.
The growth in equipment revenue was primarily due to the increased sales of the
Company's CPE and Transport Systems products along with increased sales of TAP
products due to the Teltrend Inc. acquisition. During the last days of the
quarter ended September 30, 2000, the Company shipped approximately $16.7
million of CPE equipment to customers. The increased service revenue is a result
of increased teleconference call minutes.
The Company expects to continue to evaluate new product opportunities
and engage in extensive research and development activities. This will require
the Company to continue to invest heavily in research and development and sales
and marketing, which could adversely affect short-term results of operations.
The Company believes that its future revenue growth and profitability will
principally depend on its success in increasing sales of DSL products and
developing new and enhanced TAP and other DSL products. In view of the Company's
reliance on the emerging DSL market for growth and the unpredictability of
orders and subsequent revenues, the Company believes that period to period
comparisons of its financial results are not necessarily meaningful and should
not be relied upon as an indication of future performance. Revenues from TAP
products such as NIU's have declined in recent years as telcos continue to move
to networks that deliver higher speed digital transmission services. Failure to
increase revenues from new products, whether due to lack of market acceptance,
competition, technological change or otherwise, would have a material adverse
effect on the Company's business and results of operations.
10
<PAGE>
RESULTS OF OPERATIONS - Periods ended September 30, 2000 compared to periods
ended September 30, 1999
Revenues. The Company's revenues increased 322% from $25.0 million in the three
months ended September 30, 1999 to $105.5 million in the three months ended
September 30, 2000. This revenue increase was primarily due to increased
equipment revenue from the Company's CPE business unit of $47.5 million when
compared with the same period of the prior year. Equipment revenue from the
Company's TAP and Transport Systems business units also increased by $17.2
million and $13.0 million, respectively, when compared with the same three month
period of the prior year. The increased CPE and Transport Systems equipment
revenue was due to overall unit volume increases offset in part by lower unit
selling prices. The increased revenue from the TAP business unit was primarily a
result of the acquisition of Teltrend Inc., which occurred in March 2000.
Service revenue increased in the three month period by $2.7 million when
compared with the same period of the prior year due to increased revenue from
the Company's Conference Plus, Inc. subsidiary. The increased teleconference
service revenue reflects an increase in call minutes at the Company's Conference
Plus, Inc. subsidiary.
The Company's revenues increased 334% from $49.1 million in the six months ended
September 30, 1999 to $213.4 million in the six months ended September 30, 2000.
The revenue increase in the six-month period was primarily due to increased
equipment revenue from the Company's CPE business unit of $108.2 million when
compared with the same period of the prior year. Equipment revenue from the
Company's TAP and Transport systems business units also increased by $33.6
million and $16.8 million, respectively, when compared with the same six month
period of the prior year. The increased CPE and Transport Systems equipment
revenue was due to overall unit volume increases offset in part by lower unit
selling prices. The increase in the TAP business unit was primarily a result of
the acquisition of Teltrend Inc., which occurred in March 2000. Service revenue
increased in the six month period by $5.5 million when compared with the same
period of the prior year due to increased revenue from the Company's Conference
Plus, Inc. subsidiary. The increased teleconference service revenue reflects an
increase in call minutes at the Company's Conference Plus, Inc. subsidiary.
Gross Margin. Gross margin as a percentage of revenue decreased from 22.5% in
the three months ended September 30, 1999 to 19.3% in the three months ended
September 30, 2000 and decreased from 26.7% in the six months ended September
30, 1999 to 20.4% in the six months ended September 30, 2000. The decreased
margin in the three and six month periods ended September 30, 2000 was primarily
due to lower margins on DSL products which made up a higher proportion of the
total revenue for the period. The low DSL margins were due to high material cost
resulting from increased demand for semiconductor components used in DSL
products. Margins were also affected by the down time, and manufacturing
inefficiencies caused by the consolidation of the St. Charles, Illinois
manufacturing facility, which was acquired in the Teltrend acquisition, into the
Aurora manufacturing facility. This consolidation was completed in the quarter
ended September 30, 2000. These decreases were off-set in part by product mix
changes and cost integration in the TAP and Transport Systems business units and
to a lesser extent increased service revenue which historically earns a higher
margin.
Sales and Marketing. Sales and marketing expenses increased 82.2%, or $2.8
million, to $6.2 million in the three months ended September 30, 2000 and
increased 91.2%, or $6.5 million, to $13.6 million in the six months ended
September 30, 2000 when compared to the same period last year. Sales and
marketing expenses decreased as a percentage of revenues from 13.7% in the three
months ended September 30, 1999 to 5.9% in the three months ended September 30,
2000 and decreased as a percentage of revenues from 14.5% in the six months
ended September 30, 1999 to 6.4% in the six months ended September 30, 2000. The
increase in sales and marketing expenses during the three and six month periods
was primarily due to the acquisition of Teltrend Inc., increased marketing of
the DSL products and increased shipping charges to customers associated with the
increase in sales. The Company believes that continued investment in sales and
marketing will be required to expand its product lines, bring new products to
market and service customers.
11
<PAGE>
RESULTS OF OPERATIONS - continued
Research and Development. Research and development expenses increased 363.8%, or
$5.9 million, to $7.5 million in the three months ended September 30, 2000 and
increased 187.0%, or $9.7 million, to $14.9 million in the six months ended
September 30, 2000 when compared to the same period last year. Research and
development expenses increased as a percentage of revenues from 6.5% in the
three months ended September 30, 1999 to 7.1% in the three months ended
September 30, 2000 and decreased as a percentage of revenues from 10.6% in the
six months ended September 30, 1999 to 7.0% in the six months ended September
30, 2000. This increase in research and development expenses was primarily
reflective of the Company's acquisition of Teltrend Inc., which occurred in
March 2000. Additionally, the Company received $2.4 million and $3.1 million
during the three and six month periods ended September 30, 1999, respectively,
from customers to fund engineering projects, which was offset against research
and development expenses. The Company believes that a continued commitment to
research and development will be required for the Company to remain competitive.
General and Administrative. General and administrative expenses increased 93.6%,
from $3.4 million in the three months ended September 30, 1999 to $6.5 million
in the three months ended September 30, 2000 and increased 84.4%, from $6.6
million in the six months ended September 30, 1999 to $12.2 million in the six
months ended September 30, 2000. General and administrative expenses decreased
as a percentage of revenues from 13.5% in the three months ended September 30,
1999 to 6.2% in the three months ended September 30, 2000 and decreased as a
percentage of revenues from 13.5% in the six months ended September 30, 1999 to
5.7% in the six months ended September 30, 2000. The general and administrative
expense increase was primarily due to the Company's acquisition of Teltrend
Inc., which occurred in March 2000.
Goodwill Amortization. Intangible assets include goodwill, synergistic goodwill
and product technology related to the Teltrend acquisition. The purchase price
of approximately $238,241,873 exceeded the fair market value of net assets
acquired, resulting in goodwill of $64,207,801 and synergistic goodwill of
$57,000,000 which will be amortized on a straight-line basis over an average of
approximately ten years.
Other (income) expense, net. Other (income) expense, net decreased from income
of $74,000 in the three months ended September 30, 1999 to a loss of $105,000 in
the three months ended September 30, 2000 and increased from income of $51,000
in the six months ended September 30, 1999 to income of $65,000 in the six
months ended September 30, 2000. Other income is primarily comprised of interest
income earned on temporary cash investments, the elimination of minority
interest and unrealized gains of losses on intercompany balances denominated in
foreign currency.
Interest expense. Interest expense decreased from $348,000 in the three months
ended September 30, 1999 to $331,000 in the three months ended September 30,
2000 and decreased from $728,000 in the six months ended September 30, 1999 to
$450,000 in the six months ended September 30, 2000. Interest expense during the
current period is a result of interest incurred on the Company's subordinated
secured convertible debentures, Warrants to purchase Class A Common Stock and
net obligations outstanding during the period under promissory notes and
equipment borrowings.
Iincome taxes. There was no Benefit for income taxes recorded for either the
three or the six month periods ended September 30, 1999 and 2000. The Company
provided valuation reserves for the entire benefit generated during the three
and six month periods ended September 30, 2000 of $6.6 million and $5.5 million,
respectively, since the resulting gross deferred tax asset would have exceeded
the value of tax planning strategies available to the Company. The Company will
evaluate on a quarterly basis it's ability to record a benefit for income taxes
in relation to the value of tax planning strategies available in relation to the
resulting gross deferred asset.
12
<PAGE>
RESULTS OF OPERATIONS - continued
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2000, the Company had $8.4 million in cash. As of
September 30, 2000, the Company had $28.6 million outstanding under its secured
revolving promissory note facility and $0 outstanding under its equipment
borrowing facility. As of September 30, 2000, the Company had approximately
$15.4 million available under its secured revolving credit facility. The secured
revolving credit facility and the equipment borrowing facility required the
maintenance of a minimum cash to current maturity ratio, a current ratio, a
maximum debt to net worth ratio and target EBITDA. The Company is currently in
compliance with all such covenants.
The Company's operating activities used cash of approximately $39.3
million in the six months ended September 30, 2000. This primarily resulted from
a net loss from operations along with increases in accounts receivable,
inventory, offset by an increase in accounts payable and accrued expenses.
Capital expenditures for the six month period ended September 30, 2000
were approximately $13.5 million. Capital expenditures in the six months ended
September 30, 2000 included computer hardware and software, machinery and
equipment and teleconferencing bridges. The Company expects to spend
approximately $14.0 million for the remainder of fiscal year 2001 related to
capital equipment expenditures.
At September 30, 2000, the Company's principle sources of liquidity
were $8.4 million of cash and the secured revolving credit facility under which
the Company may borrow up to $15.4 million based upon receivables and inventory
levels. The Company's credit facility has a $45.0 million available line of
credit. Cash and cash equivalents, anticipated funds from operations, along with
available credit lines and other resources, are expected to be sufficient to
meet cash requirements for the next twelve months. Cash in excess of operating
requirements will be invested on a short term basis in federal government agency
instruments and the highest rated grade commercial paper.
The Company had a deferred tax asset of approximately $49.8 million at
September 30, 2000. This deferred tax asset relates to (i) tax credit
carryforwards of approximately $4.8 million, (ii) a net operating loss
carryforward tax benefit of approximately $36.0 million and (iii) temporary
differences between the amount of assets and liabilities for financial reporting
purposes and such amounts measured by tax laws. Of such tax credit
carryforwards, the first $243,000 of credits expire in 2008 and $722,000 of
credits may be carried forward indefinitely. The net operating loss carryforward
begins to expire in 2012. Realization of deferred tax assets associated with the
Company's future deductible temporary differences, net operating loss
carryforwards and tax credit carryforwards is dependent upon generating
sufficient taxable income prior to their expiration.
Realization of deferred tax assets associated with the Company's future
deductible temporary differences, net operating loss carryforwards and tax
credit carryforwards is dependent upon generating sufficient taxable income
prior to their expiration. Although realization of the deferred tax asset is not
assured as the Company has incurred operating losses for the 1998, 1999 and 2000
fiscal years, management believes that it is more likely than not that it will
generate taxable income sufficient to realize the majority of the tax benefit. A
majority of these deferred tax assets are expected to be utilized, prior to
their expiration, through a tax planning strategy available to the Company The
Company generated taxable income for the three month period ending September 30,
2000. The tax provision of approximately $1.1 million was recorded and offset by
a reduction of the valuation allowance. Management will continue to periodically
assess whether it remains more likely than not that the deferred tax asset will
be realized. If the tax planning strategy is not sufficient to generate taxable
income to recover the deferred tax benefit recorded, an increase in the
valuation allowance will be required through a charge to the income tax
provision. However, if the Company achieves sufficient profitability or has
available additional tax planning strategies to utilize a greater portion of the
deferred tax asset, an income tax benefit would be recorded to decrease the
valuation allowance.
13
<PAGE>
RESULTS OF OPERATIONS - continued
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.
---------------------------------------------------------------------
Westell is subject to certain market risks, including foreign currency
and interest rates. The Company has foreign subsidiaries in the United Kingdom
and Ireland that develop and sell products and services in those respective
countries. The Company is exposed to potential gains and losses from foreign
currency fluctuations affecting net investments and earnings denominated in
foreign currencies. The Company's future primary exposure is to changes in
exchange rates for the U.S. dollar versus the Great British pound and the Irish
pound. The Company also has a sales order and accounts receivable denominated in
Great British pounds. The Company at times uses foreign currency hedging to
manage the exposure to changes in the exchange rate on accounts receivable.
As of September 30, 2000, the net change in the cumulative foreign
currency translation adjustment account, which is a component of stockholders'
equity, was an unrealized gain of $22,000.
The Company does not have significant exposure to interest rate risk
related to its debt obligations, which are primarily U.S. Dollar denominated.
The Company's market risk is the potential loss arising from adverse changes in
interest rates. As further described in Note 1 of the Company's 10-K for the
period ended March 31, 2000, the Company's debt consists primarily of a
floating-rate bank line-of credit. Market risk is estimated as the potential
decrease in pretax earnings resulting from a hypothetical increase in interest
rates of 10% (i.e. from approximately 9.5% to approximately 19.5%) average
interest rate on the Company's debt. If such an increase occurred, the Company
would incur approximately $2.5 million per annum in additional interest expense
based on the average debt borrowed during the twelve months ended September 30,
2000. The Company does not feel such additional expense is significant.
The Company does not currently use any derivative financial instruments
relating to the risk associated with changes in interest rates.
14
<PAGE>
PART II. OTHER INFORMATION
--------------------------
ITEM 1. LEGAL PROCEEDINGS
------------------
Westell Technologies, Inc., and certain of its officers and directors, have been
named in the following class actions:
1. Greif v. Westell Technologies, Inc., et al., No. 00 C 7046 (filed November 8,
2000);
2. Seplow v. Westell Technologies, Inc., et al., No. 00 C 7019 (filed November
7, 2000);
3. Llanes v. Westell Technologies, Inc., et al., No. 00 C 6780 (filed October
30, 2000);
4. Bergh v. Westell Technologies, Inc., et al., No. 00 C 6735 (filed October 27,
2000); and
5. Lefkowitz v. Westell Technologies, Inc., et al., No. 00 C 6881 (filed
November 2, 2000).
Each of these cases was filed in the United States District Court for the
Northern District of Illinois and alleges generally that the defendants violated
the antifraud provisions of the federal securities laws by allegedly issuing
material false and misleading statements and/or allegedly omitting material
facts necessary to make the statements made not misleading thereby allegedly
inflating the price of Westell stock for certain time periods. Each of these
cases allegedly arises from the same set of operative facts and seeks the same
relief -- damages allegedly sustained by plaintiffs and the Class by reason of
the acts and transactions alleged in the Complaints as well as interest on any
damage award, reasonable attorneys' fees, expert fees, and other costs. In the
opinion of the Company, although the outcome of any legal proceedings cannot be
predicted with certainty, the above lawsuits will not have a material adverse
effect on the Company.
ITEM 4. OTHER EVENTS
--------------------
None.
ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------
a) The following documents are furnished as an exhibit and numbered pursuant
to Item 601 of regulation S-K:
Exhibit 27: Financial Data Schedule
b) The registrant was not required to file any reports on Form 8-K for the
quarter.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
WESTELL TECHNOLOGIES, INC.
--------------------------
(Registrant)
DATE: November 14, 2000
By: MARC ZIONTS
------------
MARC ZIONTS
Chief Executive Officer
By: NICHOLAS C. HINDMAN
--------------------
NICHOLAS C. HINDMAN
Chief Financial Officer
15
