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Westell Technologies, Inc. (WSTL)

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  • GlobeNewswire

    Westell Stockholders Approve Reverse and Forward Splits

    Company to Voluntarily Delist Class A Common Stock from NASDAQ Capital MarketAURORA, Ill., Sept. 29, 2020 (GLOBE NEWSWIRE) -- Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, announced that at the Annual Meeting on September 29, 2020, the Company’s stockholders voted to approve proposals authorizing the Board of Directors of the Company to amend the Company’s certificate of incorporation to effect a 1-for-1,000 reverse stock split of the Company’s Class A and Class B Common Stock, followed immediately by an 1,000-for-1 forward stock split (the “Transaction”). The reverse and forward stock splits will be effected on October 1, 2020 and the Company’s Class A Common Stock is expected to begin trading on the NASDAQ Capital Market on a post-forward stock split basis upon the opening of trading on October 2, 2020. As a result of the reverse stock split, each share of the Company’s Common Stock held by a stockholder of record owning immediately prior to the effective time of the reverse stock split fewer than 1,000 shares of the Company’s Common Stock will be converted into the right to receive $1.48 in cash, without interest, and such stockholders will no longer be stockholders of the Company. To be entitled to such cash payment, a stockholder must be a record holder of fewer than 1,000 shares immediately prior to the effective time of the reverse stock split. Investors who purchase fewer than 1,000 shares prior to the effective time of the reverse stock split and settle such purchases after the effective time shall not be entitled to such cash payment and instead their trades will be settled on a post-forward stock split basis. Trades in the Company’s Common stock made on or after October 1, 2020 will settle on a post-forward stock split basis.Stockholders owning 1,000 or more shares of Class A Common Stock or Class B Common Stock held in a single account immediately prior the effective time of the Reverse Stock Split will not receive any payment for their shares and, immediately following the Transaction, will continue to hold the same number of shares as before the Transaction.The Transaction will apply directly only to record holders of the Company’s Common Stock. Persons who hold shares of Common stock in “street name” are encouraged to contact their bank, broker or other nominee for information on how the transaction may affect any shares of the Company’s Common Stock held for their account.Westell’s transfer agent, Broadridge Corporate Issuers Solutions, Inc., which is also acting as the exchange agent for the Transaction, will provide instructions to stockholders regarding the process for exchanging share certificates. Stockholders owning less than 1,000 shares will receive cash for their shares.The Company has given notice to NASDAQ of its intent to voluntarily delist its Common Stock and to withdraw the registration of its Class A Common Stock with the Securities and Exchange Commission (SEC). The Company intends to file a Form 25 Notification of Removal from Listing with the SEC on or about October 9, 2020. As a result, the Company expects that listing of its shares on NASDAQ Capital Market will be terminated on or about October 19, 2020. The Company also intends to file a Form 15 with the SEC to suspend the Company’s reporting obligations under the Exchange Act. Following its delisting, the Company’s Class A Common Stock may be quoted on the OTC Pink Open Market (the “Pink Sheets”), a centralized electronic quotation service for over-the-counter securities, if market makers demonstrate an interest in trading in the Company’s Common Stock. However, the Company can give no assurance that trading in its Class A Common Stock will commence or continue on the Pink Sheets or any other securities exchange or quotation medium.As previously announced, the Company is taking these steps to avoid the substantial cost and expense of being a public reporting company and to focus the Company’s resources on enhancing long-term stockholder value. The Company anticipates savings of approximately $900,000 on an annual basis as a result of the proposed deregistration and delisting transaction.For more information regarding the Transaction, please refer to the definitive proxy statement on Schedule 14A filed with the SEC on August 11, 2020.This news release will be posted on the Investor Relations section of Westell's website: http://ir.westell.com.To be added to the Westell email distribution list, please email info@westell.comAbout Westell Technologies Westell is a leading provider of high-performance network infrastructure solutions focused on innovation and differentiation at the edge of communication networks where end users connect. The Company's portfolio of products and solutions enable service providers and network operators to improve performance and reduce operating expenses. With millions of products successfully deployed worldwide, Westell is a trusted partner for transforming networks into high-quality reliable systems. For more information, please visit www.westell.com.“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995Certain 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, the ability to complete the proposed reverse/forward split transaction and/or the ability to realize its expected benefits, 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, the effects of the Company's accounting policies, retention of key personnel, the effects and consequences of the COVID-19 pandemic or other pandemics, and other risks more fully described in the Company's SEC filings, including the Form 10-K for the fiscal year ended March 31, 2020, 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.For additional information, contact: Tim Duitsman Chief Executive Officer Westell Technologies, Inc. +1 (630) 898 2500 tduitsman@westell.com

  • GlobeNewswire

    CORRECTING and REPLACING - Westell Reports Fiscal 2021 First Quarter Results

    Sequential quarterly revenue growth of 18% with improved gross margins and lower expense structure improved loss per share 71%AURORA, Ill., Aug. 14, 2020 (GLOBE NEWSWIRE) -- CORRECTION by Westell Technologies, Inc. (NASDAQ: WSTL) The average number of common shares outstanding for the period ended June 30, 2020 in the non-GAAP table, which is reported in thousands, on the last page of the release should be 15,665 (instead of 16,655). The corrected release reads:Westell Reports Fiscal 2021 First Quarter ResultsSequential quarterly revenue growth of 18% with improved gross margins and lower expense structure improved loss per share 71%AURORA, Ill., Aug. 14, 2020 -- Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, today announced results for its fiscal 2021 first quarter ended June 30, 2020 (FY21 1Q).  As previously announced, in light of the ongoing proposed reverse/forward split transaction, the Company has decided to forego the quarterly investors call.  Information concerning the proposed transaction is set forth in the definitive proxy statement for the Company’s 2020 annual meeting of stockholders, which was filed with the SEC on Schedule 14A on August 11, 2020.  Stockholders are urged to read the definitive proxy statement carefully.“We saw a strong start to the new fiscal year as revenues increased by $1.2 million over the previous quarter, FY20 Q4. Customer orders in the first quarter improved over what we believe was a COVID-19 related slowdown last quarter.  Westell’s supply chain delivery also improved and enabled the Company to fill delayed customer orders.  The Westell team did a tremendous job of working with our customers and delivering products during difficult circumstances.Gross margins during this quarter improved to 38.7% compared to 32.8% in the previous quarter, higher IBW shipments contributed to the improvement.  We also continue to spend our resources wisely, operating expenses were $3.8 million compared to $4.9 million in the previous quarter.  These results led to a reduction in the consolidated net loss of $0.05 per share compared to a net loss of $0.18 per share in the previous quarter.We also saw new product revenue.  The first Crossfire Cellular DAS system, a key part of our new product growth strategy, shipped during the first quarter with revenue of nearly $0.2 million.  Additional systems worth approximately $0.4 million in revenue are expected to ship during the second quarter.  The first systems are already installed and are providing superior in-building cellular coverage,” said Westell’s President and CEO Tim Duitsman.Consolidated ResultsFY21 1Q 3 months ended 06/30/20FY20 4Q 3 months ended 3/31/20\+ increase / \- decrease Revenue$7.4M$6.2M+$1.2M Gross Margin38.7%32.8%+5.9% Operating Expenses$3.8M$4.9M-$1.1M Net Income (Loss)($0.8M)($2.8M)+$2.0M Earnings (Loss) Per Share($0.05)($0.18)+$0.13 Non-GAAP Operating Expenses (1)$3.2M$3.5M-$0.3M Non-GAAP Net Income (Loss) (1)($0.3M)($1.3M)+$1.0M Non-GAAP Earnings (Loss) Per Share (1)($0.02)($0.09)+$0.07 Ending Cash$21.9M$20.9M+$1.0M (1)  Please refer to the schedule at the end of this press release for a complete GAAP to non-GAAP reconciliation and other information related to non-GAAP financial measures. In-Building Wireless (IBW) SegmentIBW revenue from DAS conditioners and Ancillary products increased during FY21 1Q.  Sales of cellular repeaters and public safety products were down slightly while the Company recorded its first revenue from the new Crossfire Cellular DAS product line.  Segment gross margin and profit improved due to higher DAS conditioner sales.  R&D expenses were down due to lower product certification and consulting costs.($ in thousands)FY21 1Q 3 months ended 06/30/20FY20 4Q 3 months ended 3/31/20\+ increase / \- decrease IBW Segment Revenue$2,949$2,014+$935 IBW Segment Gross Margin40.7%20.8%+19.9% IBW Segment R&D Expense$349$485-$136 IBW Segment Profit (Loss)$851$(66)+$917 Intelligent Site Management (ISM) SegmentISM revenue increased, reflecting increased sales of remote units.  Segment gross margin decreased primarily due to product mix.  These effects were partly offset by lower R&D expense due to a temporary salary reduction during the quarter in response to COVID-19, that resulted in a net increase in profitability for the quarter.($ in thousands)FY21 1Q 3 months ended 06/30/20FY20 4Q 3 months ended 3/31/20\+ increase / \- decrease ISM Segment Revenue$2,047$1,904$143 ISM Segment Gross Margin56.4%60.4%-4.0% ISM Segment R&D Expense$382$412-$30 ISM Segment Profit$773$738$35 Communication Network Solutions (CNS) SegmentGrowth in revenue from Cabinet products was offset in part by lower sales across other CNS product lines.  The CNS segment profit improvement was driven primarily by lower R&D expense, due to a temporary salary reduction during the quarter in response to COVID-19.($ in thousands)FY21 1Q 3 months ended 06/30/20FY20 4Q 3 months ended 3/31/20\+ increase / \- decrease CNS Segment Revenue$2,354$2,308$46 CNS Segment Gross Margin20.7%20.5%+0.2% CNS Segment R&D Expense$214$222-$8 CNS Segment Profit$273$251$22 This news release will be posted on the Investor Relations section of Westell's website: http://ir.westell.com.About Westell Technologies Westell is a leading provider of high-performance network infrastructure solutions focused on innovation and differentiation at the edge of communication networks where end users connect.  The Company's portfolio of products and solutions enable service providers and network operators to improve performance and reduce operating expenses.  With millions of products successfully deployed worldwide, Westell is a trusted partner for transforming networks into high-quality reliable systems. For more information, please visit www.westell.com.“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995Certain 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, the ability to complete the proposed reverse/forward split transaction and/or the ability to realize its expected benefits, 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, the effects of the Company's accounting policies, retention of key personnel, the effects and consequences of the COVID-19 pandemic or other pandemics, and other risks more fully described in the Company's SEC filings, including the Form 10-K for the fiscal year ended March 31, 2020, 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. Westell Technologies, Inc. Condensed Consolidated Statement of Operations (Amounts in thousands, except per share amounts) (Unaudited)  Three months ended   June 30, March 31 June 30,   2020 2020 2019 Revenue $7,350  $6,226  $9,002  Cost of revenue 4,508  4,184  5,756  Gross profit 2,842  2,042  3,246  Gross margin 38.7% 32.8% 36.1% Operating expenses:       Research & Development 945  1,119  1,556  Sales and marketing 1,376  1,445  2,332  General and administrative 1,210  1,051  1,364  Intangible amortization 226  309  308  Long-lived assets impairment —  1,007  —  Total operating expenses 3,757  4,931  5,560  Operating profit (loss) (915) (2,889) (2,314) Other income, net 30  58  164  Income (loss) before income taxes (885) (2,831) (2,150) Income tax benefit (expense) 60  (9) (7) Net income (loss) $(825) $(2,840) $(2,157)         Net income (loss) per share:       Basic net income (loss) $(0.05) $(0.18) $(0.14) Diluted net income (loss) per share:       Diluted net income (loss) $(0.05) $(0.18) $(0.14) Weighted-average number of common shares outstanding:       Basic 15,665  15,579  15,455  Diluted 15,665  15,579  15,455  Westell Technologies, Inc. Condensed Consolidated Balance Sheet (Amounts in thousands)  June 30, 2020 (Unaudited) March 31, 2020 Assets     Cash and cash equivalents $21,917  $20,869  Accounts receivable, net 4,899  4,047  Inventories 7,354  6,807  Prepaid expenses and other current assets 916  1,298  Total current assets 35,086  33,021  Land, property and equipment, net 1,028  1,076  Intangible assets, net 2,463  2,728  Right-of-use assets on operating leases, net 2,771  628  Other non-current assets 114  73  Total assets $41,462  $37,526  Liabilities and Stockholders’ Equity     Accounts payable $2,247  $1,065  Accrued expenses 3,028  3,136  Deferred revenue 955  1,099  Note Payable, SBA PPP loan - current 723  —  Total current liabilities 6,953  5,300  Note Payable, SBA PPP loan - non-current 917  —  Deferred revenue non-current 185  221  Lease liabilities non-current 2,226  250  Other non-current liabilities 225  94  Total liabilities 10,506  5,865  Total stockholders’ equity 30,956  31,661  Total liabilities and stockholders’ equity $41,462  $37,526  Westell Technologies, Inc. Condensed Consolidated Statement of Cash Flows (Amounts in thousands) (Unaudited)  Three months  ended  June 30,   2020 2019 Cash flows from operating activities:   Net income (loss) $(825) $(2,157) Reconciliation of net income (loss) to net cash provided by (used in) operating activities:     Depreciation and amortization 336  451  Stock-based compensation 162  244  Exchange rate loss (gain) (9) (3) Changes in assets and liabilities:     Accounts receivable (843) 1,059  Inventory (547) (142) Accounts payable and accrued expenses 3,184  740  Deferred revenue (180) (318) Prepaid expenses and other current assets 382  33  Other assets (2,184) (1,103) Net cash provided by (used in) operating activities (524) (1,196) Cash flows from investing activities:     Purchases of property and equipment, net (23) (14) Net cash provided by (used in) investing activities (23) (14) Cash flows from financing activities:     Proceeds from note payable to bank, SBA PPP loan (1) 1,637  —  Purchase of treasury stock (42) (173) Net cash provided by (used in) financing activities 1,595  (173) Gain (loss) of exchange rate changes on cash —  3  Net increase (decrease) in cash and cash equivalents 1,048  (1,380) Cash and cash equivalents, beginning of period 20,869  25,457  Cash and cash equivalents, end of period $21,917  $24,077  (1)  On April 14, 2020, the Company received $1.6 million pursuant to a loan from JPMorgan Chase Bank, N.A. under the Paycheck Protection Program (the “PPP”) of the 2020 Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Association (the “SBA”).  Funds from the loan may only be used for certain purposes, including payroll, benefits, rent and utilities.  The Company will carefully monitor qualifying expenses and other requirements in an effort to properly maximize loan forgiveness, but the Company can provide no assurance that the PPP loan will be forgiven in whole or in part. Westell Technologies, Inc. Segment Statement of Operations (Amounts in thousands) (Unaudited)Sequential Quarter Comparison                    Three months ended June 30, 2020 Three months ended March 31, 2020   IBW ISM CNS Total IBW ISM CNS Total Total revenue $2,949  $2,047  $2,354  $7,350  $2,014  $1,904  $2,308  $6,226  Gross profit 1,200  1,155  487  2,842  419  1,150  473  2,042  Gross margin 40.7% 56.4% 20.7% 38.7% 20.8% 60.4% 20.5% 32.8% R&D expenses 349  382  214  945  485  412  222  1,119  Segment profit (loss) $851  $773  $273  $1,897  $(66) $738  $251  $923  Year-over-Year Quarter Comparison  Three months ended June 30, 2020 Three months ended June 30, 2019   IBW ISM CNS Total IBW ISM CNS Total Total revenue $2,949  $2,047  $2,354  $7,350  $2,923  $3,095  $2,984  $9,002  Gross profit 1,200  1,155  487  2,842  972  1,579  695  3,246  Gross margin 40.7% 56.4% 20.7% 38.7% 33.3% 51.0% 23.3% 36.1% R&D expenses 349  382  214  945  399  701  456  1,556  Segment profit (loss) $851  $773  $273  $1,897  $573  $878  $239  $1,690  Westell Technologies, Inc. Reconciliation of GAAP to non-GAAP Financial Measures (Amounts in thousands, except per share amounts) (Unaudited)          Three months ended   June 30, March 31, June 30,   2020 2020 2019 GAAP consolidated operating expenses $3,757  $4,931  $5,560  Adjustments:       Stock-based compensation (1) (149) (158) (234) Intangible assets impairment (2) —  (1,007) —  Amortization of acquisition-related intangibles (3) (226) (309) (308) Transaction costs {4) (200) —  —  Total adjustments (575) (1,474) (542) Non-GAAP consolidated operating expenses $3,182  $3,457  $5,018    Three months ended   June 30, March 31, June 30,   2020 2020 2019 GAAP consolidated net income (loss) $(825) $(2,840) $(2,157) Less:       Income tax benefit (expense) 60  (9) (7) Other income, net 30  58  164  GAAP consolidated operating profit (loss) $(915) $(2,889) $(2,314) Adjustments:       Stock-based compensation (1) 162  177  244  Intangible assets impairment (2) —  1,007  —  Amortization of acquisition-related intangibles (3) 226  309  308  Transaction costs {4) 200  —  —  Total adjustments 588  1,493  552  Non-GAAP consolidated operating profit (loss) $(327) $(1,396) $(1,762) Amortization of product licensing rights (5) 39  97  —  Depreciation 71  68  143  Non-GAAP consolidated Adjusted EBITDA (6) $(217) $(1,231) $(1,619)   Three months ended   June 30, March 31, June 30,   2020 2020 2019 GAAP consolidated net income (loss) $(825) $(2,840) $(2,157) Adjustments:       Stock-based compensation (1) 162  177  244  Intangible assets impairment (2) —  1,007  —  Amortization of acquisition-related intangibles (3) 226  309  308  Transaction costs {4) 200  —  —  Other tax benefit (7) (53) —  —  Total adjustments 535  1,493  552  Non-GAAP consolidated net income (loss) $(290) $(1,347) $(1,605) GAAP consolidated net income (loss) per common share:       Diluted $(0.05) $(0.18) $(0.14) Non-GAAP consolidated net income (loss) per common share:       Diluted $(0.02) $(0.09) $(0.10) Average number of common shares outstanding:       Diluted 15,655  15,579  15,455  The Company conforms to U.S. Generally Accepted Accounting Principles (GAAP) in the preparation of its financial statements.  The schedules above reconcile the Company's non-GAAP financial measures to the most directly comparable GAAP measure.  The adjustments share one or more of the following characteristics: they are unusual and the Company does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of the Company's control.  Management believes that the non-GAAP financial information provides meaningful supplemental information to investors.  Management also believes the non-GAAP financial information reflects the Company's core ongoing operating performance and facilitates comparisons across reporting periods.  The Company uses these non-GAAP measures when evaluating its financial results.  Non-GAAP measures should not be viewed as a substitute for the Company's GAAP results.Footnotes:(1)  Stock-based compensation is a non-cash expense incurred in accordance with share-based compensation accounting standards. (2)  Non-cash impairment related to an IBW intangible asset related to product licensing rights incurred in the quarter ended March 31, 2020. (3)  Amortization of acquisition-related intangibles is a non-cash expense arising from intangible assets previously acquired as a result of a business acquisition. (4)  Transaction related expenses associated with the proposed reverse/forward stock split announced on July 10, 2020. (5)  Amortization of the acquired product licensing rights are excluded from Adjusted EBITDA, but included in the Non-GAAP consolidated net income (loss), because the amortization is related to the ongoing operation of the business in the ordinary course. (6)  EBITDA is a non-GAAP measure that represents Earnings Before Interest, Taxes, Depreciation, and Amortization.  The Company presents Adjusted EBITDA. (7)  Tax benefit associated with a reversal of an uncertain tax position.For additional information, contact:Tim Duitsman Chief Executive Officer Westell Technologies, Inc. +1 (630) 898 2500 tduitsman@westell.com

  • GlobeNewswire

    Westell Reports Fiscal 2021 First Quarter Results

    Sequential quarterly revenue growth of 18% with improved gross margins and lower expense structure improved loss per share 71%AURORA, Ill., Aug. 14, 2020 (GLOBE NEWSWIRE) -- Westell Technologies, Inc. (NASDAQ: WSTL), a leading provider of high-performance network infrastructure solutions, today announced results for its fiscal 2021 first quarter ended June 30, 2020 (FY21 1Q).  As previously announced, in light of the ongoing proposed reverse/forward split transaction, the Company has decided to forego the quarterly investors call.  Information concerning the proposed transaction is set forth in the definitive proxy statement for the Company’s 2020 annual meeting of stockholders, which was filed with the SEC on Schedule 14A on August 11, 2020.  Stockholders are urged to read the definitive proxy statement carefully.“We saw a strong start to the new fiscal year as revenues increased by $1.2 million over the previous quarter, FY20 Q4. Customer orders in the first quarter improved over what we believe was a COVID-19 related slowdown last quarter.  Westell’s supply chain delivery also improved and enabled the Company to fill delayed customer orders.  The Westell team did a tremendous job of working with our customers and delivering products during difficult circumstances.Gross margins during this quarter improved to 38.7% compared to 32.8% in the previous quarter, higher IBW shipments contributed to the improvement.  We also continue to spend our resources wisely, operating expenses were $3.8 million compared to $4.9 million in the previous quarter.  These results led to a reduction in the consolidated net loss of $0.05 per share compared to a net loss of $0.18 per share in the previous quarter.We also saw new product revenue.  The first Crossfire Cellular DAS system, a key part of our new product growth strategy, shipped during the first quarter with revenue of nearly $0.2 million.  Additional systems worth approximately $0.4 million in revenue are expected to ship during the second quarter.  The first systems are already installed and are providing superior in-building cellular coverage,” said Westell’s President and CEO Tim Duitsman.Consolidated ResultsFY21 1Q 3 months ended 06/30/20FY20 4Q 3 months ended 3/31/20\+ increase / \- decrease Revenue$7.4M$6.2M+$1.2M Gross Margin38.7%32.8%+5.9% Operating Expenses$3.8M$4.9M-$1.1M Net Income (Loss)($0.8M)($2.8M)+$2.0M Earnings (Loss) Per Share($0.05)($0.18)+$0.13 Non-GAAP Operating Expenses (1)$3.2M$3.5M-$0.3M Non-GAAP Net Income (Loss) (1)($0.3M)($1.3M)+$1.0M Non-GAAP Earnings (Loss) Per Share (1)($0.02)($0.09)+$0.07 Ending Cash$21.9M$20.9M+$1.0M (1)  Please refer to the schedule at the end of this press release for a complete GAAP to non-GAAP reconciliation and other information related to non-GAAP financial measures. In-Building Wireless (IBW) SegmentIBW revenue from DAS conditioners and Ancillary products increased during FY21 1Q.  Sales of cellular repeaters and public safety products were down slightly while the Company recorded its first revenue from the new Crossfire Cellular DAS product line.  Segment gross margin and profit improved due to higher DAS conditioner sales.  R&D expenses were down due to lower product certification and consulting costs.($ in thousands)FY21 1Q 3 months ended 06/30/20FY20 4Q 3 months ended 3/31/20\+ increase / \- decrease IBW Segment Revenue$2,949$2,014+$935 IBW Segment Gross Margin40.7%20.8%+19.9% IBW Segment R&D Expense$349$485-$136 IBW Segment Profit (Loss)$851$(66)+$917 Intelligent Site Management (ISM) SegmentISM revenue increased, reflecting increased sales of remote units.  Segment gross margin decreased primarily due to product mix.  These effects were partly offset by lower R&D expense due to a temporary salary reduction during the quarter in response to COVID-19, that resulted in a net increase in profitability for the quarter.($ in thousands)FY21 1Q 3 months ended 06/30/20FY20 4Q 3 months ended 3/31/20\+ increase / \- decrease ISM Segment Revenue$2,047$1,904$143 ISM Segment Gross Margin56.4%60.4%-4.0% ISM Segment R&D Expense$382$412-$30 ISM Segment Profit$773$738$35 Communication Network Solutions (CNS) SegmentGrowth in revenue from Cabinet products was offset in part by lower sales across other CNS product lines.  The CNS segment profit improvement was driven primarily by lower R&D expense, due to a temporary salary reduction during the quarter in response to COVID-19.($ in thousands)FY21 1Q 3 months ended 06/30/20FY20 4Q 3 months ended 3/31/20\+ increase / \- decrease CNS Segment Revenue$2,354$2,308$46 CNS Segment Gross Margin20.7%20.5%+0.2% CNS Segment R&D Expense$214$222-$8 CNS Segment Profit$273$251$22 This news release will be posted on the Investor Relations section of Westell's website: http://ir.westell.com.About Westell Technologies Westell is a leading provider of high-performance network infrastructure solutions focused on innovation and differentiation at the edge of communication networks where end users connect.  The Company's portfolio of products and solutions enable service providers and network operators to improve performance and reduce operating expenses.  With millions of products successfully deployed worldwide, Westell is a trusted partner for transforming networks into high-quality reliable systems. For more information, please visit www.westell.com.“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995Certain 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, the ability to complete the proposed reverse/forward split transaction and/or the ability to realize its expected benefits, 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, the effects of the Company's accounting policies, retention of key personnel, the effects and consequences of the COVID-19 pandemic or other pandemics, and other risks more fully described in the Company's SEC filings, including the Form 10-K for the fiscal year ended March 31, 2020, 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. Westell Technologies, Inc. Condensed Consolidated Statement of Operations (Amounts in thousands, except per share amounts) (Unaudited)  Three months ended   June 30, March 31 June 30,   2020 2020 2019 Revenue $7,350  $6,226  $9,002  Cost of revenue 4,508  4,184  5,756  Gross profit 2,842  2,042  3,246  Gross margin 38.7% 32.8% 36.1% Operating expenses:       Research & Development 945  1,119  1,556  Sales and marketing 1,376  1,445  2,332  General and administrative 1,210  1,051  1,364  Intangible amortization 226  309  308  Long-lived assets impairment —  1,007  —  Total operating expenses 3,757  4,931  5,560  Operating profit (loss) (915) (2,889) (2,314) Other income, net 30  58  164  Income (loss) before income taxes (885) (2,831) (2,150) Income tax benefit (expense) 60  (9) (7) Net income (loss) $(825) $(2,840) $(2,157)         Net income (loss) per share:       Basic net income (loss) $(0.05) $(0.18) $(0.14) Diluted net income (loss) per share:       Diluted net income (loss) $(0.05) $(0.18) $(0.14) Weighted-average number of common shares outstanding:       Basic 15,665  15,579  15,455  Diluted 15,665  15,579  15,455  Westell Technologies, Inc. Condensed Consolidated Balance Sheet (Amounts in thousands)  June 30, 2020 (Unaudited) March 31, 2020 Assets     Cash and cash equivalents $21,917  $20,869  Accounts receivable, net 4,899  4,047  Inventories 7,354  6,807  Prepaid expenses and other current assets 916  1,298  Total current assets 35,086  33,021  Land, property and equipment, net 1,028  1,076  Intangible assets, net 2,463  2,728  Right-of-use assets on operating leases, net 2,771  628  Other non-current assets 114  73  Total assets $41,462  $37,526  Liabilities and Stockholders’ Equity     Accounts payable $2,247  $1,065  Accrued expenses 3,028  3,136  Deferred revenue 955  1,099  Note Payable, SBA PPP loan - current 723  —  Total current liabilities 6,953  5,300  Note Payable, SBA PPP loan - non-current 917  —  Deferred revenue non-current 185  221  Lease liabilities non-current 2,226  250  Other non-current liabilities 225  94  Total liabilities 10,506  5,865  Total stockholders’ equity 30,956  31,661  Total liabilities and stockholders’ equity $41,462  $37,526  Westell Technologies, Inc. Condensed Consolidated Statement of Cash Flows (Amounts in thousands) (Unaudited)  Three months  ended  June 30,   2020 2019 Cash flows from operating activities:   Net income (loss) $(825) $(2,157) Reconciliation of net income (loss) to net cash provided by (used in) operating activities:     Depreciation and amortization 336  451  Stock-based compensation 162  244  Exchange rate loss (gain) (9) (3) Changes in assets and liabilities:     Accounts receivable (843) 1,059  Inventory (547) (142) Accounts payable and accrued expenses 3,184  740  Deferred revenue (180) (318) Prepaid expenses and other current assets 382  33  Other assets (2,184) (1,103) Net cash provided by (used in) operating activities (524) (1,196) Cash flows from investing activities:     Purchases of property and equipment, net (23) (14) Net cash provided by (used in) investing activities (23) (14) Cash flows from financing activities:     Proceeds from note payable to bank, SBA PPP loan (1) 1,637  —  Purchase of treasury stock (42) (173) Net cash provided by (used in) financing activities 1,595  (173) Gain (loss) of exchange rate changes on cash —  3  Net increase (decrease) in cash and cash equivalents 1,048  (1,380) Cash and cash equivalents, beginning of period 20,869  25,457  Cash and cash equivalents, end of period $21,917  $24,077  (1)  On April 14, 2020, the Company received $1.6 million pursuant to a loan from JPMorgan Chase Bank, N.A. under the Paycheck Protection Program (the “PPP”) of the 2020 Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) as administered by the U.S. Small Business Association (the “SBA”).  Funds from the loan may only be used for certain purposes, including payroll, benefits, rent and utilities.  The Company will carefully monitor qualifying expenses and other requirements in an effort to properly maximize loan forgiveness, but the Company can provide no assurance that the PPP loan will be forgiven in whole or in part. Westell Technologies, Inc. Segment Statement of Operations (Amounts in thousands) (Unaudited)Sequential Quarter Comparison                    Three months ended June 30, 2020 Three months ended March 31, 2020   IBW ISM CNS Total IBW ISM CNS Total Total revenue $2,949  $2,047  $2,354  $7,350  $2,014  $1,904  $2,308  $6,226  Gross profit 1,200  1,155  487  2,842  419  1,150  473  2,042  Gross margin 40.7% 56.4% 20.7% 38.7% 20.8% 60.4% 20.5% 32.8% R&D expenses 349  382  214  945  485  412  222  1,119  Segment profit (loss) $851  $773  $273  $1,897  $(66) $738  $251  $923  Year-over-Year Quarter Comparison  Three months ended June 30, 2020 Three months ended June 30, 2019   IBW ISM CNS Total IBW ISM CNS Total Total revenue $2,949  $2,047  $2,354  $7,350  $2,923  $3,095  $2,984  $9,002  Gross profit 1,200  1,155  487  2,842  972  1,579  695  3,246  Gross margin 40.7% 56.4% 20.7% 38.7% 33.3% 51.0% 23.3% 36.1% R&D expenses 349  382  214  945  399  701  456  1,556  Segment profit (loss) $851  $773  $273  $1,897  $573  $878  $239  $1,690  Westell Technologies, Inc. Reconciliation of GAAP to non-GAAP Financial Measures (Amounts in thousands, except per share amounts) (Unaudited)          Three months ended   June 30, March 31, June 30,   2020 2020 2019 GAAP consolidated operating expenses $3,757  $4,931  $5,560  Adjustments:       Stock-based compensation (1) (149) (158) (234) Intangible assets impairment (2) —  (1,007) —  Amortization of acquisition-related intangibles (3) (226) (309) (308) Transaction costs {4) (200) —  —  Total adjustments (575) (1,474) (542) Non-GAAP consolidated operating expenses $3,182  $3,457  $5,018    Three months ended   June 30, March 31, June 30,   2020 2020 2019 GAAP consolidated net income (loss) $(825) $(2,840) $(2,157) Less:       Income tax benefit (expense) 60  (9) (7) Other income, net 30  58  164  GAAP consolidated operating profit (loss) $(915) $(2,889) $(2,314) Adjustments:       Stock-based compensation (1) 162  177  244  Intangible assets impairment (2) —  1,007  —  Amortization of acquisition-related intangibles (3) 226  309  308  Transaction costs {4) 200  —  —  Total adjustments 588  1,493  552  Non-GAAP consolidated operating profit (loss) $(327) $(1,396) $(1,762) Amortization of product licensing rights (5) 39  97  —  Depreciation 71  68  143  Non-GAAP consolidated Adjusted EBITDA (6) $(217) $(1,231) $(1,619)   Three months ended   June 30, March 31, June 30,   2020 2020 2019 GAAP consolidated net income (loss) $(825) $(2,840) $(2,157) Adjustments:       Stock-based compensation (1) 162  177  244  Intangible assets impairment (2) —  1,007  —  Amortization of acquisition-related intangibles (3) 226  309  308  Transaction costs {4) 200  —  —  Other tax benefit (7) (53) —  —  Total adjustments 535  1,493  552  Non-GAAP consolidated net income (loss) $(290) $(1,347) $(1,605) GAAP consolidated net income (loss) per common share:       Diluted $(0.05) $(0.18) $(0.14) Non-GAAP consolidated net income (loss) per common share:       Diluted $(0.02) $(0.09) $(0.10) Average number of common shares outstanding:       Diluted 16,655  15,579  15,455  The Company conforms to U.S. Generally Accepted Accounting Principles (GAAP) in the preparation of its financial statements.  The schedules above reconcile the Company's non-GAAP financial measures to the most directly comparable GAAP measure.  The adjustments share one or more of the following characteristics: they are unusual and the Company does not expect them to recur in the ordinary course of its business; they do not involve the expenditure of cash; they are unrelated to the ongoing operation of the business in the ordinary course; or their magnitude and timing is largely outside of the Company's control.  Management believes that the non-GAAP financial information provides meaningful supplemental information to investors.  Management also believes the non-GAAP financial information reflects the Company's core ongoing operating performance and facilitates comparisons across reporting periods.  The Company uses these non-GAAP measures when evaluating its financial results.  Non-GAAP measures should not be viewed as a substitute for the Company's GAAP results.Footnotes:(1)  Stock-based compensation is a non-cash expense incurred in accordance with share-based compensation accounting standards. (2)  Non-cash impairment related to an IBW intangible asset related to product licensing rights incurred in the quarter ended March 31, 2020. (3)  Amortization of acquisition-related intangibles is a non-cash expense arising from intangible assets previously acquired as a result of a business acquisition. (4)  Transaction related expenses associated with the proposed reverse/forward stock split announced on July 10, 2020. (5)  Amortization of the acquired product licensing rights are excluded from Adjusted EBITDA, but included in the Non-GAAP consolidated net income (loss), because the amortization is related to the ongoing operation of the business in the ordinary course. (6)  EBITDA is a non-GAAP measure that represents Earnings Before Interest, Taxes, Depreciation, and Amortization.  The Company presents Adjusted EBITDA. (7)  Tax benefit associated with a reversal of an uncertain tax position.For additional information, contact:Tim Duitsman Chief Executive Officer Westell Technologies, Inc. +1 (630) 898 2500 tduitsman@westell.com