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Equity
6 Months Ended
Sep. 30, 2021
Share-based Payment Arrangement [Abstract]  
Equity Equity
Preferred Stock
In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 100,000,000 shares of undesignated preferred stock with a par value of $0.001 per share with rights and preferences, including voting rights, designated from time to time by the Board of Directors. As of September 30, 2021, there were no shares of preferred stock issued and outstanding.
Common Stock and Creation of Dual-Class Structure
On June 8, 2021, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation effecting a 2-for-1 forward split of the Company’s issued and outstanding stock, including outstanding stock-based instruments and redeemable convertible preferred stock. The par value of the common and
redeemable convertible preferred stock was not adjusted as a result of the stock split. As such, the Company reclassified amounts from additional paid-in capital to common stock. All issued and outstanding shares of common stock, stock-based instruments, redeemable convertible preferred stock, and per-share amounts included in the accompanying condensed consolidated financial statements have been adjusted to reflect this stock split for all periods presented.
The Company has two classes of common stock authorized: Class A common stock and Class B common stock, and are collectively referred to as common stock throughout the notes to the condensed consolidated financial statements, unless otherwise noted. On June 8, 2021, the Company’s Board of Directors and stockholders approved an amendment to the Company’s amended and restated certificate of incorporation which authorized 1,000,000,000 shares of Class A common stock with par value of $0.001 and one vote per share, and 500,000,000 shares of Class B common Stock with par value of $0.001 and ten votes per share. The holders of common stock are entitled to receive dividends as may be declared by the board of directors. Each of the Company’s 85,523,836 shares of existing common stock outstanding was reclassified into Class B common stock. Each outstanding share of Class B common stock may be converted at any time at the option of the holder into one share of Class A common stock. As of September 30, 2021, there were 53,249,705 shares of Class A common stock, and 133,721,051 shares of Class B common stock outstanding.
Common Stock Warrants
In March 2017, the Company issued warrants to purchase 250,000 shares of common stock at an exercise price of $0.72 per share in connection with a contract signed between the Company and U.S. News & World Report, L.P (“U.S. News”). The warrants vest on a monthly basis over a 5-year term starting on March 1, 2017. The Company recognizes the fair value of the warrants as stock-based compensation expense and additional paid-in capital over the vesting term of the warrants.
On June 14, 2021, the Company issued a warrant (the “U.S. News Warrant”) to U.S. News to purchase 1,200,000 shares of Class A common stock with an exercise price of $12.56 per share, contingent on the execution of a commercial agreement with the U.S. News (the “Commercial Agreement”) prior to September 10, 2021. The U.S. News Warrant will vest on a monthly basis over 6 years, with the first tranche vesting on May 1, 2022. On September 3, 2021, the deadline to execute the Commercial Agreement was amended to October 10, 2021.
On October 8, 2021, the Company signed an amended agreement to revise and extend the existing partnership with the U.S. News (See Note 15, Subsequent Events, for further details). The U.S. News Warrant was concurrently amended to remove the contingency related to the execution of the Commercial Agreement and the number of shares of Class A common stock issuable upon exercise of the U.S. News Warrant was revised from 1,200,000 shares to 516,000 shares. Other terms of the U.S. News Warrant remained the same. The fair value of the U.S. News Warrant is estimated to be approximately $35 million, which will be recognized as an expense on a straight-line basis over its vesting term.
Equity Incentive Plans
In April 2010, the Company’s board of directors and stockholders approved the adoption of the 2010 Equity Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of incentive stock options, nonstatutory stock options, restricted stock units, and restricted stock awards to employees, non-employee directors, and consultants of the Company. Options may be granted at a price per share not less than 100% of the fair market value at date of grant. If the incentive stock option is granted to a 10% stockholder, then the purchase or exercise price per share shall not be less than 110% of the fair market value per share of common stock on the grant date. Options granted under the 2010 Plan continue to vest until the last day of employment and generally vest over four years and expire 10 years from the date of grant. Stock awards may also be granted for services performed by external consultants and vest according to an award-specific schedule as approved by the board of directors.
In June 2021, the Company’s Board of Directors approved the adoption of the 2021 Stock Option and Incentive Plan (the “2021 Plan”), which became effective upon the Company’s initial public offering. The 2021 Plan provides for the granting of incentive stock options, nonstatutory stock options, restricted stock units, and restricted stock awards to employees, non-employee directors, and consultants of the Company. Any shares of Class B common stock that would have otherwise returned to the Company’s 2010 Plan as a result of forfeiture, expiration, cancellation, termination or net issuances of awards thereunder shall be returned to the share reserve under the 2021 Plan after being automatically converted from shares of Class B common stock to Class A common stock. The 2010 Plan and the 2021 Plan are collectively referred to as the “Plans” in the notes to the condensed consolidated financial statements, unless otherwise noted.
The Company’s Board of Directors approved the adoption of the 2021 Employee Stock Purchase Plan (the “ESPP”), which became effective upon the Company’s initial public offering. A total of 4,500,000 shares of Class A common stock was initially reserved for the ESPP. The number of shares reserved and available for issuance for the ESPP will automatically increase each April 1, beginning on April 1, 2022 and continuing through April 1, 2031, by the lesser of 6,750,000 shares of Class A common stock, 1% of the outstanding number of shares of our Class A and Class B common stock on the immediately preceding March 31, or such lesser number of shares as determined by the Company’s compensation committee.
The Company grants stock options under terms of the Plans, as well as options outside of the Plans as approved by the board of directors. The Company granted 4,682,582 options during the year ended March 31, 2018 outside of the Plans, of which 1,973,332 options were exercised as of September 30, 2021. As of September 30, 2021, 2,709,250 options issued outside of the Plans were outstanding.
The Company has shares of common stock reserved for issuance as follows (in thousands):
September 30, 2021March 31, 2021
Redeemable convertible preferred stock— 76,287 
Common stock warrants1,450 250 
2010 Equity Incentive Plan
Options outstanding30,054 33,856 
Shares available for future grant— 1,550 
2021 Stock Option and Incentive Plan
Performance-based restricted stock units outstanding
15 — 
Restricted stock units outstanding
220 — 
Shares available for future grant22,397 — 
2021 ESPP4,500 — 
Options outstanding outside the Plans2,709 2,720 
Total61,345 114,663 
Stock Options
Stock option activities within the Plans as well as outside of the Plans were as follows for both service-based and performance-based options (in thousands, except per share information):
Number of SharesWeighted-
Average
Exercise
Price
Average
Remaining
Contractual
Term
(in years)
Aggregate Intrinsic Value
Balance, March 31, 202136,576 $2.80 7.86$357,366 
Options granted1,966 12.56 
Options exercised(5,446)0.93 
Options forfeited or expired(333)3.24 
Balance, September 30, 202132,763 3.69 7.802,523,152 
Vested and exercisable as of September 30, 202110,232 1.18 5.84813,709 
Vested and expected to vest as of September 30, 202129,765 3.55 7.672,296,324 
The intrinsic value of the stock options exercised is the difference between the fair value of the Company’s common stock and the exercise price for in-the-money options. The aggregate intrinsic value of options exercised during the six months ended September 30, 2021 and 2020 was $207.0 million and $13.8 million, respectively.
The weighted-average grant-date fair value of options granted for the six months ended September 30, 2021 and 2020 was $10.73 and $1.70, respectively.
As of September 30, 2021, unamortized compensation expense, net of estimated forfeitures, related to unvested stock options was $62.8 million, which is expected to be recognized over a weighted-average period of 3.31 years.
The fair value of each option on the date of grant is determined using the Black-Scholes option-pricing model with the assumptions set forth in the following table:
Six Months Ended September 30,
20212020
Fair value of common stock$18.41 $21.41 $2.06 $4.09 
Volatility46.5 %47.0 %51.3 %58.3 %
Risk-free interest rate0.77 %1.02 %0.26 %0.46 %
Expected term (in years)5.006.095.007.50
Expected dividend—%—%
Performance-Based Options
In March 2018, the Board of Directors or the Company granted 1,792,000 options to the Chief Executive Officer with an exercise price of $0.97 per share under the 2010 Plan (the “2018 CEO Grant”) with a liquidity-event performance-based vesting condition based on the occurrence of a qualifying liquidity event, including an IPO, as well as stock price target after the consummation of the IPO. In September 2020, the 2018 CEO Grant was modified to extend the stock price target achievement cutoff date. The fair value of the 2018 CEO Grant was determined using a Monte Carlo simulation approach on the modification date. The achievement of the qualifying event was not considered to be probable prior to the Company’s IPO. Upon the Company's IPO, the liquidity-event performance-based condition was met. During the three and six months ended September 30, 2021, $0.3 million and $1.2 million was recognized as stock-based compensation expense relating to the 2018 CEO Grant. As the grant consists of a single tranche, the Company will amortize the remaining unrecognized compensation expense of $0.7 million on a straight-line basis over the remaining term of 0.67 years.
As of September 30, 2021, the Company has 480,000 outstanding options with performance-based vesting conditions that are satisfied upon meeting certain financial performance and sales targets. During the three and six months ended September 30, 2021, the stock-based compensation expense in relation to these options was immaterial. For the options of which the achievement of the performance vesting conditions is considered probable, the remaining unrecognized compensation expense is $0.7 million, which will be amortized using accelerated attribution method over the remainder of the performance periods. The amount to be recognized may change based upon actual performance achieved and updates to estimates of future performance.
Restricted Stock Units ("RSUs")
During the six months ended September 30, 2021, the Company granted 224,123 RSUs under the 2021 Plan. 28,250 of the RSUs granted shall vest 50% on November 15, 2021 and 50% on February 15, 2022. The remaining RSUs granted during the six months ended September 30, 2021 will generally vest over four years, at the rate of 25% on the first anniversary of the vest commencement date and ratably on a quarterly basis over the remaining 36-month period thereafter, based on continued service.
The RSUs are valued using the closing stock price of its common stock, which is traded on the NYSE, on the day of grant.
The following table summarizes RSU activity during the six months ended September 30, 2021 (in thousands, except per share information):
Number of SharesWeighted-
Average
Grant Date Fair Value
Unvested Balance, March 31, 2021— $— 
Granted224 76.60 
Vested(4)80.00 
Unvested Balance, September 30, 2021220 76.58 
As of September 30, 2021, total unrecognized stock-based compensation cost, net of estimated forfeitures, related to non-vested RSUs was $15.4 million, and is expected to be recognized over a weighted-average period of approximately 3.43 years.
Performance-Based Restricted Stock Units (“PSUs”)
During the six months ended September 30, 2021, the Company granted 15,239 PSUs under the 2021 Plan, which had a weighted-average grant date fair value of $80.00. During the six months ended September 30, 2021, 600 PSUs were forfeited. The PSUs have performance-based vesting conditions that are satisfied upon meeting certain financial performance targets. As of September 30, 2021, 14,639 PSUs were unvested. No stock-based compensation expense was recognized for these PSUs during the six months ended September 30, 2021 as the performance-based vesting condition was not deemed probable.
The PSUs are valued using the closing stock price of its common stock, which is traded on the NYSE, on the day of grant.
Stock-Based Compensation Expense
Total stock-based compensation expense recognized in the condensed consolidated statement of operations for the three and six months ended September 30, 2021 and 2020 was as follows (in thousands):
Three Months Ended September 30,Six Months Ended September 30,
2021202020212020
Cost of revenue$793 $99 $1,061 $189 
Research and development1,859 281 2,829 545 
Sales and marketing1,866 376 2,894 671 
General and administrative2,154 423 5,015 757 
Total stock-based compensation expense$6,672 $1,179 $11,799 $2,162