WESTELL TECHNOLOGIES INC (Form: 10-Q, Received: 11/09/2015 18:23:28)

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015



¨	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 North Commons Drive, Aurora, IL		60504
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (630) 898-2500

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check or mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of October 21, 2015 :

Class A Common Stock, $0.01 Par Value – 47,091,808 shares

Class B Common Stock, $0.01 Par Value – 13,937,151 shares

Table of Contents

WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES

FORM 10-Q

INDEX



		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited) - As of September 30, 2015 and March 31, 2015	3
	Condensed Consolidated Statements of Operations (Unaudited) - Three and Six months ended September 30, 2015 and 2014	4
	Condensed Consolidated Statements of Cash Flows (Unaudited) - Six months ended September 30, 2015 and 2014	5
	Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	20
Item 4.	Controls and Procedures	20
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 6.	Exhibits	26
SIGNATURES		23
EXHIBIT INDEX		24

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained herein that are not historical facts or that contain the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “plan,” “should,” or derivatives thereof and other words of similar meaning are forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those expressed in or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, product demand and market acceptance risks, customer spending patterns, need for financing and capital, economic weakness in the United States (“U.S.”) economy and telecommunications market, the effect of international economic conditions and trade, legal, social and economic risks (such as import, licensing and trade restrictions), the impact of competitive products or technologies, competitive pricing pressures, customer product selection decisions, product cost increases, component supply shortages, new product development, excess and obsolete inventory, commercialization and technological delays or difficulties (including delays or difficulties in developing, producing, testing and selling new products and technologies), the ability to successfully consolidate and rationalize operations, the ability to successfully identify, acquire and integrate acquisitions, effects of the Company’s accounting policies, retention of key personnel and other risks more fully described in our Form 10-K/A for the fiscal year ended March 31, 2015 , under Item 1A - Risk Factors. The Company undertakes no obligation to publicly update these forward-looking statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events or otherwise.

Trademarks

The following terms used in this filing are our trademarks: ClearLink®, Kentrox®, Optima Management System®,

UDIT®, WESTELL TECHNOLOGIES®, and Westell®. All other trademarks appearing in this filing are the property of their holders.

Table of Contents

WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)



	(unaudited)
	September 30, 2015			March 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	32,878		$	14,026
Short-term investments	3,476			23,906
Accounts receivable (net of allowance of $336 and $408 at September 30, 2015, and March 31, 2015, respectively)	17,130			11,845
Inventories	12,196			16,205
Prepaid expenses and other current assets	2,470			3,285
Deferred income taxes	1,030			1,043
Land held-for-sale	—			264
Total current assets	69,180			70,574
Property and equipment, gross	17,515			16,084
Less accumulated depreciation and amortization	(13,047		)	(12,481		)
Property and equipment, net	4,468			3,603
Intangible assets, net	23,110			25,942
Other non-current assets	140			258
Total assets	$	96,898		$	100,377

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	7,643		$	4,011
Accrued expenses	3,904			4,602
Accrued restructuring	1,092			1,161
Accrued compensation	2,299			974
Contingent consideration payable	1,030			1,184
Deferred revenue	1,217			2,415
Total current liabilities	17,185			14,347
Deferred revenue non-current	1,104			751
Deferred income tax liability	1,133			1,089
Accrued restructuring non-current	1,099			1,642
Contingent consideration payable non-current	—			400
Other non-current liabilities	352			409
Total liabilities	20,873			18,638
Commitments and contingencies (Note 9)
Stockholders’ equity:
Class A common stock, par $0.01, Authorized – 109,000,000 shares	471			468
Outstanding – 47,093,363 and 46,839,361 shares at September 30, 2015, and March 31, 2015, respectively
Class B common stock, par $0.01, Authorized – 25,000,000 shares	139			139
Issued and outstanding – 13,937,151 shares at both September 30, 2015, and March 31, 2015
Preferred stock, par $0.01, Authorized – 1,000,000 shares	—			—
Issued and outstanding – none
Additional paid-in capital	413,733			413,026
Treasury stock at cost – 17,540,620 and 17,466,855 shares at September 30, 2015, and March 31, 2015, respectively	(35,151		)	(35,066		)
Cumulative translation adjustment	608			608
Accumulated deficit	(303,775		)	(297,436		)
Total stockholders’ equity	76,025			81,739
Total liabilities and stockholders’ equity	$	96,898		$	100,377

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)



	Three months ended September 30,						Six months ended September 30,
	2015			2014			2015			2014
Revenue	$	25,514		$	23,646		$	47,084		$	51,471
Cost of revenue	15,283			15,581			28,424			33,722
Gross profit	10,231			8,065			18,660			17,749
Operating expenses:
Sales and marketing	4,026			2,924			7,222			6,345
Research and development	4,625			4,300			9,711			8,775
General and administrative	2,580			3,280			5,549			6,334
Intangible amortization	1,432			1,710			2,831			3,295
Restructuring	—			(2		)	17			55
Goodwill impairment	—			11,450			—			11,450
Total operating expenses	12,663			23,662			25,330			36,254
Operating income (loss)	(2,432		)	(15,597		)	(6,670		)	(18,505		)
Other income (expense), net	(61		)	(16		)	(23		)	45
Income (loss) before income taxes and discontinued operations	(2,493		)	(15,613		)	(6,693		)	(18,460		)
Income tax benefit (expense)	20			69			82			98
Net income (loss) from continuing operations	(2,473		)	(15,544		)	(6,611		)	(18,362		)
Discontinued Operations:
Income from discontinued operations, net of income tax of $172 for the six months ended September 30, 2015	—			—			272			—
Net income (loss) ⁽¹⁾	$	(2,473	)	$	(15,544	)	$	(6,339	)	$	(18,362	)
Basic net income (loss) per share:
Basic net income (loss) from continuing operations	$	(0.04	)	$	(0.26	)	$	(0.11	)	$	(0.31	)
Basic net income (loss) from discontinued operations	—			—			—			—
Basic net income (loss) ⁽²⁾	$	(0.04	)	$	(0.26	)	$	(0.10	)	$	(0.31	)
Diluted net income (loss) per share:
Diluted net income (loss) from continuing operations	$	(0.04	)	$	(0.26	)	$	(0.11	)	$	(0.31	)
Diluted net income (loss) from discontinued operations	—			—			—			—
Diluted net income (loss) ⁽²⁾	$	(0.04	)	$	(0.26	)	$	(0.10	)	$	(0.31	)
Weighted-average number of common shares outstanding:
Basic	60,783			59,924			60,743			59,819
Effect of dilutive securities: restricted stock, restricted stock units, performance stock units and stock options ⁽³⁾	—			—			—			—
Diluted	60,783			59,924			60,743			59,819

(1) Net income (loss) and comprehensive income (loss) are the same for the periods reported.

(2) Totals may not sum due to rounding.

(3) The Company had 3.7 million and 3.5 million shares represented by common stock equivalents for the three and six months ended September 30, 2015 and 3.2 million and 3.6 million shares represented by common stock equivalents for the three and six months ended September 30, 2014, respectively, which were not included in the computation of average dilutive shares outstanding because they were anti-dilutive. In periods with a net loss from continuing operations, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

WESTELL TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	Six months ended September 30,
	2015			2014
Cash flows from operating activities:
Net income (loss) ⁽¹⁾	$	(6,339	)	$	(18,362	)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization	3,495			3,755
Goodwill impairment	—			11,450
Stock-based compensation	710			1,114
Restructuring	17			55
Deferred taxes	57			(28		)
Exchange rate loss	60			4
Changes in assets and liabilities:
Accounts receivable	(5,342		)	3,890
Inventories	4,009			1,793
Prepaid expenses and other current assets	815			(93		)
Other assets	118			79
Deferred revenue	(845		)	(642		)
Accounts payable and accrued expenses	2,151			(216		)
Accrued compensation	1,325			(3,013		)
Net cash provided by (used in) operating activities	231			(214		)
Cash flows from investing activities:
Maturities of held-to-maturity short-term debt securities	16,625			11,647
Maturities of other short-term investments	5,586			983
Purchases of held-to-maturity short-term debt securities	(1,781		)	(12,541		)
Purchases of other short-term investments	—			(4,875		)
Proceeds from sale of land	264			—
Purchases of property and equipment	(1,530		)	(1,155		)
Acquisitions, net of cash acquired	—			(304		)
Net cash provided by (used in) investing activities	19,164			(6,245		)
Cash flows from financing activities:
Purchases of treasury stock	(85		)	(688		)
Proceeds from stock options exercised	—			155
Payment of contingent consideration	(455		)	(879		)
Net cash provided by (used in) financing activities	(540		)	(1,412		)
Gain (loss) of exchange rate changes on cash	(3		)	(2		)
Net increase (decrease) in cash and cash equivalents	18,852			(7,873		)
Cash and cash equivalents, beginning of period	14,026			35,793
Cash and cash equivalents, end of period	$	32,878		$	27,920

(1) Net income (loss) and comprehensive income (loss) are the same for the periods reported.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

Table of Contents

Note 1. Basis of Presentation

Description of Business

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

Basis of Presentation and Reporting

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

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

Use of Estimates

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

Recently Issued Accounting Pronouncements Adopted

In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16), which eliminates the requirement to retroactively account for measurement-period adjustments to provisional amounts recognized in a business combination. Under the new guidance, the measurement-period adjustments must be recognized in the period in which adjustments are determined, including the effect on earnings of any amounts that would have been recorded in previous periods. The standard is effective for our financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. We adopted this guidance in the second quarter of fiscal year 2016.

Recently Issued Accounting Pronouncements Not Yet Adopted

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (ASU 2015-11). The core principle of the guidance is that an entity should measure inventory at the "lower of cost and net realizable value" and options that currently exist for "market value" will be eliminated. The ASU defines net realizable value as the "estimated selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation." The standard is effective for our financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The adoption of this standard is not expected to have a material impact on our consolidated financial statements.

Table of Contents

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

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

In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers (ASU 2014-09) , that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. ASU 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and early adoption was not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date , as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted, but not prior to periods beginning after December 15, 2016 (the original adoption date per ASU 2014-09). The Company is currently assessing the transition methods and impact these ASUs will have on its Consolidated Financial Statements.

Note 2. Restructuring Charge

In the fourth quarter of fiscal year 2015, the Company approved a plan to restructure its business, including reduction of headcount and consolidation of office space within the Aurora headquarters facility, with the intent to optimize operations. The restructuring was substantially completed during the fourth quarter of fiscal year 2015 and impacted 17 employees. The Company recognized a restructuring expense of $3.2 million in the three months ended March 31, 2015, inclusive of a non-cash charge of $2.7 million related to a loss on a lease, net of sublease income. The Company recognized a restructuring expense of $17,000 in the six months ended September 30, 2015 related to employee separation costs. As of September 30, 2015, $1.1 million and $1.1 million of the restructuring costs primarily related to the office space are unpaid and accrued on the Condensed Consolidated Balance Sheets presented in accrued restructuring and accrued restructuring non-current, respectively. As of March 31, 2015, $1.2 million and $1.6 million of the restructuring costs primarily related to the office space are unpaid and accrued on the Condensed Consolidated Balance Sheets presented in accrued restructuring and accrued restructuring non-current, respectively. The restructuring costs are expected to be paid by fiscal year 2018 concurrent with the termination date of the contractual lease.

In the first quarter of fiscal year 2014, the Company acquired Kentrox and identified redundant employees who exited the business after a period of time. The Company recognized a restructuring expense of $55,000 in the six months ended September 30, 2014 for severance for these transitional employees.

Total liability for restructuring charges and their utilization for the six months ended September 30, 2015 , and 2014 , are summarized as follows:



	Six months ended September 30, 2015									Six months ended September 30, 2014
(in thousands)	Employee-related			Other costs			Total			Employee-related
Liability at beginning of period	$	15		$	2,788		$	2,803		$	57
Charged	17			—			17			55
Paid	(32		)	(597		)	(629		)	(112		)
Liability at end of period	$	—		$	2,191		$	2,191		$	—

Table of Contents

Note 3 . Interim Segment Information

Segment information is presented in accordance with a “management approach", which designates the internal reporting used by the chief operating decision-maker (CODM) for making decisions and assessing performance as the source of the Company's reportable segments. Westell’s Chief Executive Officer is the CODM. The CODM continues to define segment profit as gross profit less research and development expenses. The accounting policies of the segments are the same as those for Westell Technologies, Inc. described in the summary of significant accounting policies.

The Company’s two reportable segments are as follows:

In-Building Wireless (IBW) Segment

Communication Solutions Group (CSG) Segment

The CSG segment solutions include intelligent site management (ISM), cell site optimization (CSO), and outside plant (OSP) as follows:

• ISM solutions include a suite of Remote monitoring and control devices which, when combined with the Company's Optima management system, provides comprehensive machine-to-machine (M2M) communications that enable operators to remotely monitor, manage, and control site infrastructure and support systems.

• CSO solutions consist of tower mounted amplifiers (TMAs), small outdoor-hardened units mounted next to antennas on cell towers, enabling wireless service providers to improve the overall performance of a cell site, including increasing data throughput and reducing dropped connections.

• OSP solutions, which are sold to wireline and wireless service providers as well as industrial network operators, consist of a broad range of offerings, including cabinets, enclosures, and mountings; synchronous optical networks/time division multiplexing (SONET/TDM) network interface units; power distribution units; copper and fiber connectivity panels; hardened Ethernet switches; and systems integration services.

Segment information for the three and six months ended September 30, 2015 , and 2014 is set forth below:



	Three months ended September 30, 2015
(in thousands)	IBW			CSG			Total
Revenue	$	10,819		$	14,695		$	25,514
Cost of revenue	6,272			9,011			15,283
Gross profit	4,547			5,684			10,231
Gross margin	42.0		%	38.7		%	40.1		%
Research and development	2,775			1,850			4,625
Segment profit (loss)	$	1,772		$	3,834		5,606
Operating expenses:
Sales and marketing							4,026
General and administrative							2,580
Intangible amortization							1,432
Restructuring							—
Operating income (loss)							(2,432		)
Other income (expense), net							(61		)
Income tax benefit (expense)							20
Net income (loss) from continuing operations							$	(2,473	)

Table of Contents



	Three months ended September 30, 2014
(in thousands)	IBW			CSG			Total
Revenue	$	11,121		$	12,525		$	23,646
Cost of revenue	6,753			8,828			15,581
Gross profit	4,368			3,697			8,065
Gross margin	39.3		%	29.5		%	34.1		%
Research and development	2,103			2,197			4,300
Segment profit (loss)	$	2,265		$	1,500		3,765
Operating expenses:
Sales and marketing							2,924
General and administrative							3,280
Intangible amortization							1,710
Restructuring							(2		)
Goodwill impairment							11,450
Operating income (loss)							(15,597		)
Other income (expense), net							(16		)
Income tax benefit (expense)							69
Net income (loss) from continuing operations							$	(15,544	)


	Six months ended September 30, 2015
(in thousands)	IBW			CSG			Total
Revenue	$	19,889		$	27,195		$	47,084
Cost of revenue	11,341			17,083			28,424
Gross profit	8,548			10,112			18,660
Gross margin	43.0		%	37.2		%	39.6		%
Research and development	5,937			3,774			9,711
Segment profit (loss)	$	2,611		$	6,338		8,949
Operating expenses:
Sales and marketing							7,222
General and administrative							5,549
Intangible amortization							2,831
Restructuring							17
Operating income (loss)							(6,670		)
Other income (expense), net							(23		)
Income tax benefit (expense)							82
Net income (loss) from continuing operations							$	(6,611	)

Table of Contents



	Six months ended September 30, 2014
(in thousands)	IBW			CSG			Total
Revenue	$	25,218		$	26,253		$	51,471
Cost of revenue	15,039			18,683			33,722
Gross profit	10,179			7,570			17,749
Gross margin	40.4		%	28.8		%	34.5		%
Research and development	4,298			4,477			8,775
Segment profit (loss)	$	5,881		$	3,093		8,974
Operating expenses:
Sales and marketing							6,345
General and administrative							6,334
Intangible amortization							3,295
Restructuring							55
Goodwill impairment							11,450
Operating income (loss)							(18,505		)
Other income (expense), net							45
Income tax benefit (expense)							98
Net income (loss) from continuing operations							$	(18,362	)

Segment asset information is not reported to or used by the CODM.

Note 4. Inventories

Inventories are stated at the lower of first-in, first-out cost or market value. The components of inventories are as follows:



(in thousands)	September 30, 2015		March 31, 2015
Raw materials	$	6,464	$	5,392
Work-in-process	522		189
Finished goods	5,210		10,624
Total inventories	$	12,196	$	16,205

Note 5. Stock-Based Compensation

The Westell Technologies, Inc. 2015 Omnibus Incentive Compensation Plan (the "2015 Plan") was approved at the annual meeting of stockholders on September 16, 2015. The 2015 Plan replaces the Westell Technologies, Inc. 2004 Stock Incentive Plan (the "2004 Plan"). The 2015 Plan includes a total of 4,200,000 shares of Class A Common Stock ("Shares") plus the number of Shares reserved for issuance under the 2004 Plan that have not been granted or reserved for issuance under an outstanding award may be issued under the 2015 Omnibus Plan. If any award granted under the 2015 Plan or the 2004 Plan is canceled, terminates, expires, or lapses for any reason, any Shares subject to such award shall again be available for the grant of an award under the 2015 Plan. Shares subject to an award shall not again be made available for issuance under the Plan if such Shares are: (a) Shares delivered to or withheld by the Company to pay the grant or purchase price of an award, or (b) Shares delivered to or withheld by the Company to pay the withholding taxes related to an award. Any awards or portions thereof that are settled in cash and not in Shares shall not be counted against the foregoing Share limit.

The following table is a summary of total stock-based compensation resulting from stock options, restricted stock, restricted stock units (RSUs) and performance stock units (PSUs), during the six months ended September 30, 2015 , and 2014 :



	Three months ended September 30,				Six months ended September 30,
(in thousands)	2015		2014		2015		2014
Stock-based compensation expense	$	253	$	560	$	710	$	1,114
Income tax benefit	—		—		—		—
Total stock-based compensation expense after taxes	$	253	$	560	$	710	$	1,114

Table of Contents

The stock options, restricted stock awards, and RSUs awarded under the 2004 Plan in the six months ended September 30, 2015 , vest in equal annual installments over four years. The stock options, restricted stock awards, and RSUs awarded under the 2015 Plan in the six months ended September 30, 2015 , vest in equal annual installments over three years for employees and one year for independent directors. PSUs earned vest over the performance period, as described below.

Stock Options

Stock option activity for the six months ended September 30, 2015 , is as follows:



	Shares		Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value ⁽¹⁾ (in thousands)
Outstanding on March 31, 2015	1,170,515		$	2.20	2.9	$	—
Granted	1,090,000		1.19
Exercised	—		—
Forfeited	(122,500	)	1.67
Expired	(356,015	)	2.24
Outstanding on September 30, 2015	1,782,000		$	1.61	5.2	$	—


(1)	The intrinsic value for the stock options is calculated based on the difference between the exercise price of the underlying awards and the Westell Technologies’ closing stock price as of the reporting date.

The weighted-average grant date fair value of stock options granted during the six months ended September 30, 2015 was $0.46 per share.

Restricted Stock

The following table sets forth restricted stock activity for the six months ended September 30, 2015 :



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2015	170,000		$	2.98
Granted	110,000		1.18
Vested	(57,500	)	2.90
Forfeited	—		—
Non-vested as of September 30, 2015	222,500		$	2.11

RSUs

The following table sets forth the RSU activity for the six months ended September 30, 2015 :



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2015	1,409,750		$	2.72
Granted	1,072,500		1.20
Vested	(192,000	)	2.75
Forfeited	(362,375	)	1.75
Non-vested as of September 30, 2015	1,927,875		$	2.05

PSUs

The PSUs vest in annual increments based on the achievement of pre-established Company performance goals and continued employment. The number of PSUs earned, if any, can range from 0% to 200% of the target amount, depending on actual performance for four fiscal years following the grant date. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis.

Table of Contents

The following table sets forth the PSU activity for the six months ended September 30, 2015 :



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2015 (at target)	181,888		$	3.14
Granted, at target	—		—
Vested	(25,767	)	2.47
Forfeited	(43,444	)	3.15
Non-vested as of September 30, 2015 (at target)	112,677		$	3.29

Note 6 . Product Warranties

The Company’s products carry a limited warranty ranging from one to five years for the products within the IBW segment and one to seven years for products within the CSG segment. The specific terms and conditions of those warranties vary depending upon the customer and the products sold. Factors that enter into the estimate of the Company’s warranty reserve include: the number of units shipped, anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the reserve as necessary. The current portions of the warranty reserve are $379,000 and $383,000 as of September 30, 2015 , and March 31, 2015 , respectively, and are presented on the Condensed Consolidated Balance Sheets as Accrued expenses. The non-current portions of the warranty reserves are $141,000 and $122,000 as of September 30, 2015 , and March 31, 2015 , respectively, and are presented on the Condensed Consolidated Balance Sheets in Other non-current liabilities.

The following table presents the changes in the Company’s product warranty reserve:



	Three months ended September 30,						Six months ended September 30,
(in thousands)	2015			2014			2015			2014
Total product warranty reserve at the beginning of the period	$	548		$	424		$	505		$	328
Warranty expense to cost of revenue	56			288			153			410
Utilization	(84		)	(46		)	(138		)	(72		)
Total product warranty reserve at the end of the period	$	520		$	666		$	520		$	666

Note 7 . Variable Interest Entity and Guarantee

The Company has a 50% equity ownership in AccessTel Kentrox Australia PTY LTD (AKA). AKA distributes network management solutions provided by the Company and the other 50% owner to one customer. The Company holds equal voting control with the other owner. All actions of AKA are decided at the board level by majority vote. The Company evaluated ASC 810, Consolidations , and concluded that AKA is a variable interest entity (VIE). The Company has concluded that it is not the primary beneficiary of AKA and therefore consolidation is not required. As of September 30, 2015 , and March 31, 2015 , the carrying amount of the Company's investment in AKA was approximately $0.1 million , which is presented on the Condensed Consolidated Balance Sheets within Other non-current assets.

The Company's revenue from sales to AKA for the three months ended September 30, 2015 and 2014 was $0.9 million and $0.9 million , respectively. The Company's revenue from sales to AKA for the six months ended September 30, 2015 and 2014 was $1.4 million and $1.1 million , respectively. Accounts receivable from AKA was $0.8 million and $0.4 million as of September 30, 2015 , and March 31, 2015 , respectively. Deferred revenue which primarily relates to AKA maintenance contracts was $1.5 million and $1.1 million as of September 30, 2015 and March 31, 2015 , respectively. The Company also has provided an unlimited guarantee for the performance of the other 50% owner in AKA, which primarily provides support and engineering services to the customer. This guarantee was put in place at the request of the AKA customer. The guarantee, which is estimated to have a maximum potential future payment of $0.7 million , will stay in place as long as the contract between AKA and the customer is in place. The Company would have recourse against the other 50% owner in AKA in the event the guarantee is triggered. The Company determined that it could perform on the obligation it guaranteed at a positive rate of return and therefore did not assign value to the guarantee. The Company's exposure to loss as a result of its involvement with AKA, exclusive of lost profits, is limited to the items noted above.

Table of Contents

Note 8. Income Taxes

At the end of each interim period, the Company makes its best estimate of the effective tax rate expected to be applicable for the full fiscal year and uses that rate to provide for income taxes on a current year-to-date basis before discrete items. If a reliable estimate cannot be made, the Company may make a reasonable estimate of the annual effective tax rate, including use of the actual effective rate for the year-to-date. The impact of discrete items is recorded in the quarter in which they occur. The Company utilizes the liability method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the enacted tax laws. The Company evaluates the need for valuation allowances on the net deferred tax assets under the rules of ASC 740, Income Taxes. In assessing the realizability of the Company's deferred tax assets, the Company considered whether it is more likely than not that some or all of the deferred tax assets will be realized through the generation of future taxable income. In making this determination, the Company assessed all of the evidence available at the time including recent earnings, forecasted income projections and historical performance. The Company determined that the negative evidence outweighed the objectively verifiable positive evidence and recorded a full valuation allowance against deferred tax assets. The Company will continue to reassess realizability going forward.

The Company recorded $20,000 and $82,000 of income tax benefit in the three and six months ended September 30, 2015 , using an effective income tax rate of 1.2% . The Company recorded $69,000 and $98,000 of income tax benefit in the three and six months ended September 30, 2014 , using an effective rate of 0.4% plus discrete items. The effective rate is impacted by the intraperiod allocation as a result of loss from continuing operations and income from discontinued operations, loss in a foreign jurisdiction with no valuation allowance, and states which base tax on gross margin and not pretax income.

Note 9 . Commitments and Contingencies

Obligations

Future obligations and commitments, which are comprised of future minimum lease payments, inventory purchase obligations, and contingent consideration, decreased $1.1 million in the six months ended September 30, 2015 , to $16.1 million , from $17.2 million at March 31, 2015 . This decrease included a $0.5 million payment of contingent consideration.

Purchase obligations relate to inventory that arises in the normal course of business operations. Future obligations and commitments as of September 30, 2015 , consisted of the following:



	Payments due within
(in thousands)	Year 1		Year 2		Year 3		Year 4		Year 5		Thereafter		Total
Purchase obligations ⁽¹⁾	$	9,354	$	—	$	—	$	—	$	—	$	—	$	9,354
Future minimum operating lease payments	3,170		2,097		370		116		—		—		5,753
Contingent consideration	1,030		—		—		—		—		—		1,030
Future obligations and commitments	$	13,554	$	2,097	$	370	$	116	$	—	$	—	$	16,137

(1) A reserve for a net loss on firm purchase commitments of $414,000 and $675,000 is recorded on the balance sheet as of September 30, 2015 and March 31, 2015, respectively.

Litigation and Contingency Reserves

The Company and its subsidiaries are involved in various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including patent infringement suits involving technologies that may be incorporated in the Company’s products, which are being handled and defended in the ordinary course of business. These matters are in various stages of investigation and litigation, and they are being vigorously defended. Although the Company does not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations, litigation is inherently unpredictable. Therefore, judgments could be rendered, or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period. The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and it records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. As of September 30, 2015 , and March 31, 2015, the Company has not recorded any contingent liability attributable to existing litigation.

As of March 31, 2015 , the Company had total contingency reserves of $0.4 million related to the discontinued operations of ConferencePlus which was sold in fiscal year 2012. The contingency reserves are classified as Accrued expenses on the

Table of Contents

Consolidated Balance Sheets. In the six months ended September 30, 2015, a pre-tax gain of $0.4 million resulted from the expiration of an indemnity period and release of a contingency reserve related to the sale of ConferencePlus and was recorded in discontinued operations.

Additionally, the Company has a contingent cash consideration payable related to an acquisition. The contingent consideration becomes payable based upon the profitability of the acquired products for post-closing periods through June 30, 2016, and is offset by working capital adjustments and other indemnification claims. The maximum earn-out that could be paid before offsets is $3.5 million . As of September 30, 2015 , and March 31, 2015 , the fair value of the contingent consideration liability after offsetting a working capital adjustment and an indemnification claim for warranty obligations was $1.0 million and $1.6 million , respectively (See Note 11 ).

Note 10. Short-term Investments

The following table presents short-term investments as of September 30, 2015 , and March 31, 2015 :



(in thousands)	September 30, 2015		March 31, 2015
Certificates of deposit	$	2,326	$	7,912
Held-to-maturity, pre-refunded municipal bonds	1,150		15,994
Total short-term investments	$	3,476	$	23,906

The fair value of investments approximates their carrying amounts due to the short-term nature of these financial assets.

Note 11 . Fair Value Measurements

Fair value is defined by ASC 820, Fair Value Measurements and Disclosures (ASC 820) , as the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:


•	Level 1 – Quoted prices in active markets for identical assets and liabilities.


•	Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.


•	Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The Company’s money market funds are measured using Level 1 inputs. The contingent consideration described in Note 9 is measured using Level 3 inputs.

The following table presents available-for sale securities and non-financial liabilities measured at fair value on a recurring basis and their related valuation inputs as of September 30, 2015 :



(in thousands)	Total Fair Value of Asset or Liability		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Balance Sheet Classification
Assets:
Money market funds	$	23,300	$	23,300	—	—		Cash and cash equivalents
Liabilities:
Contingent consideration, current	$	1,030	—		—	$	1,030	Contingent consideration payable

Table of Contents

The following table presents financial assets, excluding cash, and non-financial liabilities measured at fair value on a recurring basis and their related valuation inputs as of March 31, 2015 :



(in thousands)	Total Fair Value of Asset or Liability		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Balance Sheet Classification
Assets:
Money market funds	$	2,879	$	2,879	—	—		Cash and cash equivalents
Liabilities:
Contingent consideration, current	$	1,184	—		—	$	1,184	Contingent consideration payable
Contingent consideration, non- current	$	400	—		—	$	400	Contingent consideration payable non-current

The fair value of the money market funds approximates their carrying amounts due to the short-term nature of these financial assets.

In connection with an acquisition in the quarter ended June 30, 2012, payment of a portion of the purchase price is contingent upon the profitability of the acquired products for post-closing periods through June 30, 2016, and may be offset by working capital adjustments and other indemnification claims. The Company estimates the fair value of contingent consideration as the present value of the expected payments over the term of the arrangement based on financial forecasts of future profitability of the acquired products, and reaching the forecast. This estimate is subject to ongoing evaluation. Inputs such as forecasted revenue for the acquired products and acquired product profitability are the most significant drivers of the fair value measurement and are based on full attainment. Significant decreases in any of those inputs would result in a significantly lower fair value measurement. The actual cash payment could range from $1.9 million to $2.7 million of which $1.6 million has been paid as of September 30, 2015.

The fair value measurement of contingent consideration as of September 30, 2015 , and March 31, 2015 , encompasses the following significant unobservable inputs:



($ in thousands)	Unobservable Inputs
	September 30, 2015			March 31, 2015
Estimated earn-out contingent consideration	$	3,361		$	3,500
Working capital and other adjustment	(444		)	(444		)
Indemnification related to warranty claims	(303		)	(303		)
Discount rate	6.3		%	6.3		%
Approximate timing of cash flows	0.9 years			1.4 years

The following table summarizes contingent consideration activity:



(in thousands)
Balance as of March 31, 2015	$	1,584
Contingent consideration – payments	(454		)
Contingent consideration – change in fair value in General and Administrative expense	(100		)
Balance as of September 30, 2015	$	1,030

Note 12. Share Repurchases

In August 2011, the Board of Directors authorized a share repurchase program whereby the Company may repurchase up to an aggregate of $20.0 million of its outstanding Class A Common Stock (the "authorization”). There were no shares repurchased under this authorization during the six months ended September 30, 2015 or September 30, 2014. There was approximately $0.1 million remaining for additional share repurchases under this program as of September 30, 2015 .

Table of Contents

Additionally, in the six months ended September 30, 2015 and September 30, 2014, the Company repurchased 73,765 and 215,890 shares of Class A Common Stock, respectively, from certain employees that were surrendered to satisfy the minimum statutory tax withholding obligations on the vesting of restricted stock, RSUs and PSUs. These repurchases are not included in the authorized share repurchase program and had a weighted-average purchase price of $1.15 and $3.19 per share, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

The following discussion should be read together with the Condensed Consolidated Financial Statements and the related Notes thereto and other financial information appearing elsewhere in this Form 10-Q. All references herein to the term “fiscal year” shall mean a year ended March 31 of the year specified.

Westell Technologies, Inc., (the Company) is a leading provider of in-building wireless, intelligent site management, cell site optimization, and outside plant solutions focused on innovation and differentiation at the edge of telecommunication networks, where end users connect. The Company’s comprehensive set of products and solutions are designed to advance network performance for carriers, integrators, and other network operators, allowing them to reduce operating costs and improve network performance. With millions of products successfully deployed worldwide, the Company is a trusted partner for transforming networks into high performance, reliable systems.

The Company's two business segments, In-Building Wireless and Communication Solutions Group, are engaged in the design, development, assembly, and marketing of a wide variety of products and solutions.

The Company operates under two reportable segments: In-Building Wireless and Communication Solutions Group.

In-Building Wireless (IBW) Segment

The IBW segment solutions include distributed antenna systems (DAS) conditioners, high-performance digital repeaters and bi-directional amplifiers (BDAs), and system components and antennas, all used by wireless service providers and neutral third-party hosts to fine tune radio frequency (RF) signals that helps extend coverage to areas not served well or at all by traditional cell sites. The IBW segment includes the comprehensive suite of products and solutions acquired with the addition of CSI, as well as our internally developed DAS interface panels. The CSI acquisition, which closed in March 2014, significantly expanded our product portfolio, enabling us to better compete in the growing in-building wireless market, where we expect to increase our revenue and profitability.

Communication Solutions Group (CSG) Segment

The CSG segment solutions include intelligent site management (ISM), cell site optimization (CSO), and outside plant (OSP) as follows:

Customers

The Company’s customer base for its products is highly concentrated and includes telecommunications service providers, systems integrators, cell tower operators, and distributors. Telecommunication service providers include wireless and wireline service providers, multiple systems operators (MSOs), and Internet Service Providers (ISPs). Due to the stringent customer quality specifications and the regulated environment in which customers operate, the Company must undergo lengthy approval and procurement processes prior to selling most of its products. Accordingly, the Company must make significant up-front investments in product and market development prior to actual commencement of sales of new products. The prices for the Company's products vary based upon volume, customer specifications, and other criteria, and they are subject to change for a variety of reasons, including cost and competitive factors.

Table of Contents

To remain competitive, the Company must continue to invest in new product development and in targeted sales and marketing efforts to launch new product lines. Failure to increase revenues from new products, whether due to lack of market acceptance, competition, technological change meeting technical specifications or otherwise, could have a material adverse effect on the Company's business and results of operations. The Company expects to continue to evaluate new product opportunities and invest in product research and development activities.

In view of the Company’s reliance on the telecommunications market for revenues, the project nature of the business, the unpredictability of orders, and pricing pressures, the Company believes that period-to-period comparisons of its financial results should not be relied upon as an indication of future performance. The Company has experienced quarterly fluctuations in customer ordering and purchasing activity due primarily to the project-based nature of the business and to budgeting and procurement patterns toward the end of the calendar year or the beginning of a new year. While these factors can result in the greatest fluctuations in the Company's third and fourth fiscal quarters, this is not always consistent and may not always correlate to financial results.

Results of Operations

Below is a table that compares revenue for the three and six months ended September 30, 2015 , and 2014 by segment.

Revenue



	Three months ended September 30,							Six months ended September 30,
(in thousands)	2015		2014		Change			2015		2014		Change
IBW	$	10,819	$	11,121	$	(302	)	$	19,889	25,218		$	(5,329	)
CSG	14,695		12,525		2,170			27,195		26,253		942
Consolidated revenue	$	25,514	$	23,646	$	1,868		$	47,084	$	51,471	$	(4,387	)

IBW revenue was $10.8 million and $19.9 million in the three and six months ended September 30, 2015 , respectively, compared to $11.1 million and $25.2 million , in the same periods in the prior year. The decrease in revenue in both the three and six month periods was due primarily to a decreases in sales of passive DAS conditioners, which was strong in the first half of fiscal year 2015, offset in part by an increase in active DAS conditioners. Customers are using active DAS conditioning products more often on new projects and those projects have been delayed with constrained customer budgets.

CSG revenue was $14.7 million and $27.2 million in the three and six months ended September 30, 2015 compared to $12.5 million and $26.3 million , in the same periods in the prior year. The increase in the three and six months ended September 30, 2015 , compared to the same periods in the prior year resulted primarily from increased revenue from project based ISM and cell site products offset in part by lower revenue from legacy Sonet/TDM products, which are expected to continue to decline.

Gross Margin



	Three months ended September 30,						Six months ended September 30,
	2015		2014		Change		2015		2014		Change
IBW	42.0	%	39.3	%	2.7	%	43.0	%	40.4	%	2.6	%
CSG	38.7	%	29.5	%	9.2	%	37.2	%	28.8	%	8.4	%
Consolidated gross margin	40.1	%	34.1	%	6.0	%	39.6	%	34.5	%	5.1	%

Gross margin in the IBW segment was 42.0% and 43.0% in the three and six months ended September 30, 2015 , respectively compared to 39.3% and 40.4% in the same periods in the prior year. The primary driver of the higher margins in fiscal year 2016 compared to fiscal 2015 was product mix, with a $4.3 million increase in higher margin active DAS conditioner products, and an $8.5 million decrease in lower margin passive DAS conditioning products.

Gross margin in the CSG segment was 38.7% and 37.2% in the three and six months ended September 30, 2015 , compared to 29.5% and 28.8% in the same periods in the prior year. The increase in gross margin in the three and six month period resulted primarily from lower excess and obsolete inventory expense of $0.8 million and $1.9 million, respectively in the three and six months ended September 30, 2015 . The excess and obsolete inventory expense in fiscal year 2015 resulted primarily from the continued declining demand for legacy T1 products and ISM products.

Table of Contents

Sales and Marketing



	Three months ended September 30,						Six months ended September 30,
(in thousands)	2015		2014		Change		2015		2014		Change
Consolidated sales and marketing expense	$	4,026	$	2,924	$	1,102	$	7,222	$	6,345	$	877

Sales and marketing expense increased $1.1 million and $0.9 million in the three and six months ended September 30, 2015 , respectively, compared to the same periods in the prior year due to the Company making strategic sales investments including launching into new domestic and international segments to expand customer diversification and revenue growth which led to increased incentive compensation, higher salary and travel expenses.

Research and Development



	Three months ended September 30,							Six months ended September 30,
(in thousands)	2015		2014		Change			2015		2014		Change
IBW	$	2,775	$	2,103	$	672		$	5,937	$	4,298	$	1,639
CSG	1,850		2,197		(347		)	3,774		4,477		(703		)
Consolidated research and development expense	$	4,625	$	4,300	$	325		$	9,711	$	8,775	$	936

Research and development expense in the IBW segment increased by $0.7 million and $1.6 million in the three and six months ended September 30, 2015 , respectively, compared to the same periods in the prior year due to $0.7 million and $1.3 million of increased manpower related expenses and $0.1 million and $0.6 million of prototype expense primarily associated with our Clearlink DAS product.

Research and development expense in the CSG segment decreased by $0.3 million and $0.7 million in the three and six months ended September 30, 2015 , respectively, compared to the same periods in the prior fiscal year primarily due to decreased manpower expenses related to ISM products.

General and Administrative



	Three months ended September 30,							Six months ended September 30,
(in thousands)	2015		2014		Change			2015		2014		Change
Consolidated general and administrative expense	$	2,580	$	3,280	$	(700	)	$	5,549	$	6,334	$	(785	)

General and administrative expenses decreased $0.7 million and $0.8 million in the three and six months ended September 30, 2015 , respectively, compared to the same periods in the prior fiscal year. The decrease was due primarily to $0.3 million and $0.5 million of reduced expense in the three and six months ended September 30, 2015 resulting from the lease restructuring done in the fourth quarter of fiscal year 2015 offset in part by an increase in incentive compensation expense from increases in accruals related to the fiscal year 2016 bonus incentive plan.

Intangible amortization and impairment



	Three months ended September 30,							Six months ended September 30,
(in thousands)	2015		2014		Change			2015		2014		Change
Consolidated intangible amortization	$	1,432	$	1,710	$	(278	)	$	2,831	$	3,295	$	(464	)

The intangibles assets consist of product technology, customer relationships, trade names, and backlog derived from acquisitions. The decrease in the three and six months ended September 30, 2015 , compared to the same periods in the prior fiscal year resulted primarily from product related intangibles from the acquisition of NoranTel becoming fully amortized.

Restructuring The Company recorded restructuring expense of $17,000 in the six months ended September 30, 2015 and $55,000 in the six months ended September 30, 2014 , related to severance for transitional employees associated with the CSI and Kentrox acquisitions, respectively.

Table of Contents

Other income (expense)



	Three months ended September 30,									Six months ended September 30,
(in thousands)	2015			2014			Change			2015			2014		Change
Consolidated other income (expense)	$	(61	)	$	(16	)	$	(45	)	$	(23	)	$	45	$	(68	)

Other income (expense) contains interest income earned on short-term investments and foreign currency gains and losses. The foreign currency impacts related primarily to the receivables and cash denominated in Australian and Canadian currency.

Income tax benefit (expense) The Company recorded $20,000 and $82,000 of income tax benefit in the three and six months ended September 30, 2015 using an effective income tax rate of 1.2%. The Company recorded $69,000 and $98,000 of income tax expense in the three and six months ended September 30, 2014 , using an effective rate of 0.4% plus discrete items. The effective rate is impacted by the intraperiod allocation as a result of loss from continuing operations and income from discontinued operations, loss in a foreign jurisdiction with no valuation allowance, and states which base tax on gross margin and not pretax income.

Discontinued operations Income from discontinued operations resulted from the expiration of an indemnity period and release of a contingency reserve related to the sale of ConferencePlus.

Net income (loss) Net loss was $2.5 million and $6.3 million in the three and six months ended September 30, 2015 , respectively, and $15.5 million and $18.4 million in the three and six months ended September 30, 2014 , respectively. The changes were a result of the cumulative effects of the variances identified above.

Liquidity and Capital Resources

Overview

At September 30, 2015 , the Company had $32.9 million in cash and cash equivalents and $3.5 million in short-term investments, consisting of bank deposits, money market funds, certificates of deposits, and pre-refunded municipal bonds.

The Company believes that the existing sources of liquidity and cash from operations will satisfy cash flow requirements for the foreseeable future.

Future obligations and commitments, which are principally comprised of future minimum lease payments and inventory purchase obligations, decreased $1.1 million in the six months ended September 30, 2015 , to $16.1 million , down from $17.2 million at March 31, 2015 . This decrease included a $0.5 million payment of contingent consideration.

Purchase obligations consist of inventory that arises in the normal course of business operations. Future obligations and commitments as of September 30, 2015 , consisted of the following:



	Payments due within
(in thousands)	1 year		2 years		3 years		4 years		5 years		Thereafter		Total
Purchase obligations	$	9,354	$	—	$	—	$	—	$	—	$	—	$	9,354
Future minimum operating lease payments	3,170		2,097		370		116		—		—		5,753
Contingent consideration	1,030		—		—		—		—		—		1,030
Future obligations and commitments	$	13,554	$	2,097	$	370	$	116	$	—	$	—	$	16,137

Cash Flows

The Company’s operating activities generated cash of $0.2 million in the six months ended September 30, 2015 , which resulted primarily from a $6.3 million net loss, adjusted for non-cash charges of $4.2 million of amortization, depreciation and stock-based compensation expense, and a $2.2 million decrease in net working capital. The Company’s investing activities provided cash of $19.2 million , which resulted primarily from the net maturities of short-term investments of $20.4 million offset in part by $1.5 million of capital equipment purchases. In the six months ended September 30, 2015 , the Company’s financing activities used $0.5 million of cash resulting primarily from payment of contingent consideration.

Table of Contents

As of September 30, 2015 , the Company had deferred tax assets of approximately $39.6 million before a valuation allowance of $39.7 million and a net deferred tax liability of $0.1 million. Also, as of September 30, 2015 , the Company had a $3.0 million tax contingency reserve related to uncertain tax positions which is offset against deferred tax assets. The federal net operating loss carryforward begins to expire in fiscal year 2023. 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, among other factors. The Company weighed positive and negative evidence to assess the need for a valuation allowance against deferred tax assets and whether a tax benefit should be recorded when taxable losses are incurred. The existence of a valuation allowance does not limit the availability of tax assets to reduce taxes payable when taxable income arises. Management periodically evaluates the recoverability of the deferred tax assets and may adjust the valuation allowance against deferred tax assets accordingly.

Off-Balance Sheet Arrangements

The Company has a 50% equity ownership in AccessTel Kentrox Australia PTY LTD (AKA). AKA distributes network management solutions provided by the Company and the other 50% owner to one customer. The Company holds equal voting control with the other owner. All actions of AKA are decided at the board level by majority vote. The Company also has provided an unlimited guarantee for the performance of the other 50% owner in AKA, which primarily provides support and engineering services to the customer. This guarantee was put in place at the request of the AKA customer. The guarantee, which is estimated to have a maximum potential future payment of $0.7 million, will stay in place as long as the contract between AKA and the customer is in place. The Company would have recourse against the other 50% owner in AKA in the event the guarantee is triggered. The Company determined that it could perform on the obligation it guaranteed at a positive rate of return and therefore did not assign value to the guarantee.

Critical Accounting Policies

A complete description of the Company’s significant accounting policies is discussed in the Company’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2015 . There have been no material changes in our critical accounting policies from those disclosed in our Annual Report on Form 10-K/A for the year ended March 31, 2015 .

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

As of September 30, 2015 , there were no material changes to the information provided in Item 7A of the Company’s Annual Report on Form 10-K/A for the fiscal year ended March 31, 2015 .

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s senior management, including the Company’s chief executive officer and chief financial officer, the Company conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded as of the Evaluation Date that the Company’s disclosure controls and procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in the Company’s Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including the Company’s chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2015 , that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in various legal proceedings incidental to the Company’s business and its previously owned operations. In the ordinary course of our business, we are routinely audited and subject to inquiries by governmental and regulatory agencies. Although it is not possible to predict with certainty the outcome of these or other unresolved legal actions or the range of possible loss, management believes that the outcome of such proceedings will not have a material adverse effect on our consolidated operations or financial condition.

ITEM 1A. RISK FACTORS

See “Risk Factors” in Part 1 – Item 1A of our Annual Report on Form 10-K/A for the year ended March 31, 2015 , for information about risk factors. There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K/A for the year ended March 31, 2015 .

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table provides information about the Company’s repurchase activity for its Class A Common Stock during the three months ended September 30, 2015 .



Period	Total Number of Shares Purchased (a)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs (b)	Maximum Number (or Approximate Dollar Value) that May Yet Be Purchased Under the Programs (b)
July 1 - 31, 2015	25,283	$	1.0092	—	$	112,741
August 1 - 31, 2015	—	$	—	—	$	112,741
September 1 - 30, 2015	9,131	$	1.1797	—	$	112,741
Total	34,414	$	1.0544	—	$	112,741

(a)

In the three months ended September 30, 2015 , the Company repurchased 34,414 shares from employees that were surrendered to satisfy the minimum statutory tax withholding obligations on the vesting of restricted stock units and performance-based restricted stock units. These repurchases were not included in the authorized share repurchase program and had a weighted-average purchase price of $1.05 per share.


(b)	In August 2011, the Board of Directors authorized a share repurchase program whereby the Company may repurchase up to an additional aggregate of $20.0 million of its outstanding Class A Common Stock. There was approximately $0.1 million remaining under this program as of September 30, 2015 .

Items 3, 4 and 5 are not applicable and have been omitted.

Table of Contents

ITEM 6. EXHIBITS




	Exhibit 10.1		Form of Non-Employee Director Restricted Stock Award under the 2015 Omnibus Incentive Compensation Plan.

	Exhibit 10.2		Form of Restricted Stock Unit Award under the 2015 Omnibus Incentive Compensation Plan.

	Exhibit 10.3		Form of Non-Qualified Stock Option Award under the 2015 Omnibus Incentive Compensation Plan.

	Exhibit 10.4		Separation Agreement and Release between Westell Technologies, Inc. and Naveed Bandukwala.

	Exhibit 10.5		Separation Letter October 2, 2015 between Westell Technologies, Inc. and Scott Goodrich.

	Exhibit 10.6		Independent Contractor Agreement by and between Westell Technologies, Inc and Scott Goodrich.

	Exhibit 10.7		Offer Letter for Brian T. Brouillette.

	Exhibit 31.1		Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	Exhibit 31.2		Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	Exhibit 32.1		Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	Exhibit 101		The following financial information from the Quarterly Report on Form 10-Q for the period ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to the Condensed Consolidated Financial Statements.

Table of Contents

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 9, 2015	By:	/s/ J. Thomas Gruenwald
			J. Thomas Gruenwald
			Chief Executive Officer

		By:	/s/ Thomas P. Minichiello
			Thomas P. Minichiello
			Chief Financial Officer

Table of Contents

WESTELL TECHNOLOGIES, INC.

EXHIBIT INDEX



	Exhibit Number		Description

	Exhibit 10.1		Form of Non-Employee Director Restricted Stock Award under the 2015 Omnibus Incentive Compensation Plan.

	Exhibit 10.2		Form of Restricted Stock Unit Award under the 2015 Omnibus Incentive Compensation Plan.

	Exhibit 10.3		Form of Non-Qualified Stock Option Award under the 2015 Omnibus Incentive Compensation Plan.

	Exhibit 10.4		Separation Agreement and Release between Westell Technologies, Inc. and Naveed Bandukwala.

	Exhibit 10.5		Separation Letter October 2, 2015 between Westell Technologies, Inc. and Scott Goodrich.

	Exhibit 10.6		Independent Contractor Agreement by and between Westell Technologies, Inc and Scott Goodrich.

	Exhibit 10.7		Offer Letter for Brian T. Brouillette.

	Exhibit 31.1		Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	Exhibit 31.2		Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	Exhibit 32.1		Certification by the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	Exhibit 101		The following financial information from the Quarterly Report on Form 10-Q for the period ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets; (ii) the Condensed Consolidated Statements of Operations; (iii) the Condensed Consolidated Statements of Cash Flows; and (iv) the Notes to the Condensed Consolidated Financial Statements.



Installment	Vesting Date Applicable to Installment
33% of the Award	First anniversary of grant
Next 33% of the Award	Second anniversary of grant
Final 33% of the Award	Third anniversary of grant


(i)	upon a termination of service following a failure to be nominated by the Board of Directors for re-election as a director (unless failure to be nominated is due to the director’s refusal to stand for re-


(ii)	in the event of a Triggering Event following a Change in Control.


(i)	A “Change in Control” of Westell Technologies shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:


(C)	a sale of all or substantially all of Westell Technologies’ assets, except that a Change in Control shall not exist under this clause (c) if Westell Technologies or persons who were shareholders of Westell Technologies immediately prior to such sale continue to collectively own 50% or more of the combined voting power entitled to vote generally of the acquirer; or


(D)	any other transaction the Administrator, in its sole discretion, specifies in writing.


(ii)	A “Triggering Event” shall be deemed to have occurred if the Director’s service to Westell Technologies or its successor terminates within one year of a Change in Control.


(a)	Vesting Schedule . The Restricted Stock Units will vest according to the following schedule, with respect to each installment shown in the schedule, on and after the vesting date applicable to such installment:


(a)	Notwithstanding the provisions of Section 2, in the event of a Triggering Event or a termination of Participant's employment by the Company or one of its subsidiaries without Cause no more than three months prior to and in anticipation of a Change in Control, the Participant will become immediately vested in all Restricted Stock Units.


(b)	For purposes of this Agreement, "Change in Control", "Triggering Event" and "Cause" have the following meaning:


(i)	A “Change in Control” of the Company shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:


(B)	a reorganization, merger or consolidation of the Company, in each case, with respect to which persons who were shareholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own 50% or more of the combined voting power entitled to vote generally of the Company or the surviving or resulting entity (as the case may be);


(C)	a sale of all or substantially all of the Company’s assets, except that a Change in Control shall not exist under this clause (C) if the Company or persons who were shareholders of the Company immediately prior to such sale continue to collectively own 50% or more of the combined voting power entitled to vote generally of the acquirer; or


(ii)	A " Triggering Event" shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:


(A)	the Participant resigns from and terminates his employment with the Company for Good Reason following a Change in Control by notifying the Company or its successor within ninety (90) days after the initial occurrence of the event constituting Good Reason specifying in reasonable detail the basis for the Good Reason.


(B)	the Company or its successor terminates the Participant’s employment with the Company without Cause within two years of the date on which a Change in Control occurred.


(iii)	"Good Reason" means that concurrent with or within twelve months following a Change in Control, the Participant's base salary is reduced or the Participant’s total compensation and benefits package is materially reduced without the Participant's written approval, or the Participant's primary duties and responsibilities prior to the Change in Control are materially reduced or modified


(a)	This Agreement shall be governed and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein between residents thereof.


(b)	This Agreement may not be amended or modified except by the written consent of the parties hereto.


(c)	The captions of this Agreement are inserted for convenience of reference only and shall not be taken into account in construing this Agreement.


a.	Pay Employee severance pay in the amount of $58,750.00 less required withholdings. The severance will be paid in a lump sum on the next regularly scheduled pay day following the Effective Date of this Agreement, provided that Employee signs this Agreement and does not revoke it.


c.	Continue current levels of medical, dental and vision coverage at the employee rate for the lesser of three months after the separation of employment or until you become eligible for coverage by a health plan of any subsequent employer. Employee will be receiving under separate cover information regarding their rights under COBRA.


a.	Employee does not release or waive any right or claim which he may have which arises after the date of this Agreement.


b.	In exchange for this release, Employee acknowledges that he has received separate consideration beyond that which Employee is otherwise entitled to under Employer policy or applicable law, including without limitation the severance pay.


c.	Employer expressly advises Employee to consult with an attorney of Employee’s choosing prior to executing this Agreement which contains a general release of all claims.


e.	Within seven days of executing this agreement, Employee agrees to return to Employer all Employer property, including but not limited to files, records, computer hardware


•	Base pay for days worked or approved time off for pay period beginning 09/27/2015 through your separation date of 10/02/2015. This payment will be made on 10/09/2015.


•	Any earned and unused PTO time (9.17 days). This will be paid by separate check due to the taxation rate per IRS Regulations and will be paid on 10/09/15.


•	Your benefit coverage will terminate at 12:00 midnight on your last day of employment (technically 10/03/15). Shortly, you will receive information from PayFlex regarding the continuation of certain benefits through COBRA. If you have questions, the contact number for PayFlex is (877) 327-2772.


◦	Accounts under $1,000 are cashed out if not rolled over to another plan.


◦	Accounts between $1,000 and $5,000 are rolled over to a Wells Fargo IRA if they are not rolled over to another plan.