Annual report pursuant to Section 13 and 15(d)

Stock-Based Compensation (Tables)

Stock-Based Compensation (Tables)

12 Months Ended

Mar. 31, 2020

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock-Based Compensation

Total stock-based compensation is reflected in the Consolidated Statements of Operations as follows:



	Fiscal Year Ended March 31,
(in thousands)	2020		2019
Cost (benefit) of revenue	$	69	$	47
Sales and marketing	227		369
Research and development	120		174
General and administrative	358		581
Stock-based compensation	774		1,171
Income tax benefit	—		—
Total stock-based compensation, after taxes	$	774	$	1,171

Stock option activity

Option activity for the fiscal year ended March 31, 2020 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, 2019	293,478		$	4.28
Granted	150,000		$	1.35
Exercised	—		$	—
Forfeited	(66,667	)	$	3.14
Expired	(154,999	)	$	5.39
Outstanding on March 31, 2020	221,812		$	1.87	5.4	$	0
Exercisable on March 31, 2020	71,812		$	2.96	3.3	$	0

⁽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.

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The fair value of each option was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions:



	Fiscal Year Ended March 31,
	2020		2019
Input assumptions:
Expected volatility	57	%	61	%
Risk-free interest rate	1.4	%	2.8	%
Expected life	4 years		4 years
Expected dividend yield	0	%	0	%
Output weighted-average grant date fair value	$0.62		$1.44

Restricted stock activity

The following table sets forth restricted stock activity for the fiscal year ended March 31, 2020:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2019	63,334		$2.86
Granted	128,584		$1.39
Vested	(63,334	)	$2.86
Forfeited	—		$0.00
Non-vested as of March 31, 2020	128,584		$1.39

The Company recorded $0.2 million of expense in both the fiscal years ended March 31, 2020 and 2019, related to restricted stock. As of March 31, 2020, there was $0.1 million of pre-tax unrecognized compensation expense, related to non-vested restricted stock, which is expected to be recognized over a weighted-average period of 0.5 years. The total intrinsic fair value of shares vested was $0.1 million and $0.2 million during the fiscal years ended March 31, 2020 and 2019, respectively.

Restricted Stock Units (“RSUs”)

In fiscal years 2020 and 2019, there were 301,037 and 412,500 shares with a weighted-average grant date fair value of $1.73 and $3.08, respectively, of RSUs awarded to certain key employees. These awards convert into shares of Class A Common Stock on a one-for-one basis upon vesting. The Company recognizes compensation expense on a straight-line basis over the vesting for the award based on the market value of Westell Technologies stock on the date of grant.

The Company recorded stock-based compensation expense of $0.6 million and $0.9 million for RSUs in fiscal years 2020 and 2019, respectively. As of March 31, 2020, there was approximately $0.5 million of pre-tax unrecognized compensation expense related to the RSUs, which is expected to be recognized over a weighted-average period of 1.6 years. The total intrinsic fair value of RSUs vested was $0.6 million during both fiscal years 2020 and 2019.

The following table sets forth the RSUs activity for the fiscal year ended March 31, 2020:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2019	665,127		$3.03
Granted	301,037		$1.73
Vested	(273,926	)	$3.09
Forfeited	(251,130	)	$2.67
Non-vested as of March 31, 2020	441,108		$2.31

Performance-based RSUs (“PSUs”)

During fiscal year 2020, a total of 216,144 PSUs were granted. PSUs will be earned primarily based upon achievement of performance goals tied to growing revenue and to non-GAAP profitability targets for fiscal year 2020, but have a continued employment provision and will vest one year from the grant date. During fiscal year 2019, a total of 50,000 PSUs were granted. Those PSUs were earned based upon achievement of performance goals tied to growing revenue and non-GAAP profitability targets for the first, second, third, and fourth quarters of fiscal year 2019 and toward the annual fiscal year 2019 objective. 5,000 PSUs vested in fiscal 2020 that were earned based upon the fiscal year 2019 first quarter, PSUs for all remaining fiscal year 2019 periods were forfeited prior to vesting. Upon vesting, the PSUs convert into shares of Class A Common Stock of the Company on a one-for-one basis.

The Company recorded stock-based compensation expense of $0 and $14,000 for PSUs in fiscal years 2020 and 2019, respectively. The total intrinsic fair value of PSUs vested during fiscal years 2020 and 2019 was $9,000 and $0, respectively.

The following table sets forth the PSUs activity for the fiscal year ended March 31, 2020:



	Shares		Weighted-Average Grant Date Fair Value
Non-vested as of March 31, 2019	5,000		$3.14
Granted	216,144		$1.89
Vested	(5,000	)	$3.14
Forfeited	(211,144	)	$1.90
Non-vested as of March 31, 2020	5,000		$1.38