Equity

3 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

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 June 30, 2022 and March 31, 2022, there were no shares of preferred stock issued and outstanding.

Common Stock and Creation of Dual-Class Structure

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 June 30, 2022, there were 110,339,295 shares of Class A common stock, and 82,996,626 shares of Class B common stock outstanding.

Stock Repurchase Program

On May 12, 2022, the Company’s board of directors authorized a program to repurchase up to $70 million of the Company’s Class A common stock. The repurchases may be executed from time to time for a period of 12 months through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. Immediately upon the repurchase of any shares of Class A common stock, such shares shall be retired by the Company and shall automatically return to the status of authorized but unissued shares of Class A common stock.

During the three months ended June 30, 2022 the Company repurchased and retired 273,746 shares of Class A common stock for an aggregate purchase price of $8.9 million. As of June 30, 2022, $61.1 million remained available and authorized for repurchases.

Common Stock Warrants

In March 2017, the Company issued a warrant 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., or U.S. News. The warrant expires 10 years from the date of grant. As of June 30, 2022, the warrant was fully vested. During the three months ended June 30, 2022, the warrant for 125,000 shares were exercised with an intrinsic value of $4.0 million. The remaining warrant for 125,000 shares was outstanding as of June 30, 2022.

In October 2021, the Company issued a warrant (the “U.S. News Warrant”) to U.S. News to purchase 516,000 shares of Class A common stock with an exercise price of $12.56 per share in connection with the execution of a commercial agreement with the U.S. News (the “Commercial Agreement”). The U.S. News Warrant expires 10 years from the date of grant. The first tranche of U.S. News Warrant vested on May 1, 2022 and the remainder will vest on a monthly basis over approximately 6 years. The grant-date fair value of the U.S. News Warrant was $34.7 million, which was determined using the Black-Scholes option-pricing model on the date of grant using the following assumptions: fair value of common stock of $76.50, volatility of 46.9%, risk-free interest rate of 1.61%, contractual term of 10 years, and an expected dividend of 0%. The fair value of the warrant will be recognized as expense in cost of revenue in the condensed consolidated statements of operations on a straight-line basis over its vesting term of 6.48 years. During the three months ended June 30, 2022, $1.3 million was recognized as stock-based compensation expense relating to the U.S. News Warrant. As of June 30, 2022, unamortized compensation expense, net of estimated forfeitures, related to the unvested warrants was $30.8 million, which is expected to be recognized over the remaining vesting period of 5.75 years.

Equity Incentive Plans

The Company maintains three equity incentive plans: the 2010 Equity Incentive Plan (the “2010 Plan”), the 2021 Stock Option and Incentive Plan (the “2021 Plan”), and the 2021 Employee Stock Purchase Plan (the “ESPP”). Upon IPO, the 2021 Plan became effective and the 2010 Plan was terminated. The 2010 Plan continues to govern the terms of outstanding awards that were granted prior to the termination of the 2010 Plan. 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.

On May 27, 2022, the Company filed a Registration Statement on Form S-8 which registered an additional 9,619,921 shares of Class A common stock issuable under the 2021 Plan and 1,923,984 shares of its Class A common stock issuable under the ESPP.

The Company grants stock options under the terms of the Plans and outside of the Plans, as approved by the board of directors. During fiscal 2018, the Company granted 4,682,582 options outside of the Plans, of which 2,011,252 options were exercised and 2,671,330 were outstanding as of June 30, 2022.

The Company has shares of common stock reserved for issuance as follows (in thousands):


	June 30, 2022	March 31, 2022

Common stock warrants	641	766
2010 Plan
Options outstanding	22,984	24,312

2021 Plan
Awards outstanding	1,067	546
Shares available for future grant	31,807	22,466
2021 ESPP	6,395	4,471
Options outstanding outside the plans	2,671	2,671
Total	65,565	55,232

Stock Options

Stock options granted generally vest over four years with service-based, performance-based, and/or market-based conditions and expire ten years from the date of grant.

Stock option activities within the Plans as well as outside of the Plans were as follows (in thousands, except per share information):


	Number of Shares	Weighted-Average Exercise Price		Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance, March 31, 2022	26,983	$	4.15	7.63	$	1,293,545

Options exercised	(1,079)	2.72
Options forfeited or expired	(249)	5.80
Balance, June 30, 2022	25,655	4.20		7.40	785,680
Vested and exercisable as of June 30, 2022	10,549	1.96		6.11	346,650
Vested and expected to vest as of June 30, 2022	23,892	4.09		7.33	734,265

The aggregate intrinsic value of options exercised during the three months ended June 30, 2022 and 2021 was $36.7 million and $80.4 million, respectively.

As of June 30, 2022, unamortized compensation expense, net of estimated forfeitures, related to unvested stock options was $50.2 million, which is expected to be recognized over a weighted-average period of 3.25 years.

The weighted-average grant-date fair value of options granted for the three months ended June 30, 2021 was $10.73. The Company has not granted any stock options since the first quarter of fiscal 2022.

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:


	Three Months Ended June 30,
	2021
Fair value of common stock		$18.41 - $21.41
Volatility		46.5% - 47.0%
Risk-free interest rate		0.77% - 1.02%
Expected term (in years)		5.00 - 6.09
Expected dividend	—%

Restricted Stock Units ("RSUs")

RSUs granted by the Company are valued using the closing stock price of its common stock, which is traded on the NYSE, on the day of grant and will generally vest over four years based on continued service.

The following table summarizes RSU activity during the three months ended June 30, 2022 (in thousands, except per share information):


	Number of Shares	Weighted- Average Grant Date Fair Value
Unvested balance, March 31, 2022	534	$	68.23
Granted	536	32.99
Vested	(11)	53.13
Forfeited	(29)	45.42
Unvested balance, June 30, 2022	1,030	50.69

The total fair value of RSUs vested during the three months ended June 30, 2022 was $0.4 million. No RSUs vested during the three months ended June 30, 2021.

As of June 30, 2022, total unrecognized stock-based compensation cost, net of estimated forfeitures, related to unvested RSUs was $37.5 million, and is expected to be recognized over a weighted-average period of approximately 3.56 years.

Stock-Based Compensation Expense

Total stock-based compensation expense recognized in the condensed consolidated statement of operations for the three months ended June 30, 2022 and 2021 was as follows (in thousands):


	Three Months Ended June 30,
		2022		2021
Cost of revenue		$	2,122	$	268
Research and development		2,552		970
Sales and marketing		3,074		1,028
General and administrative		1,758		2,861
Total stock-based compensation expense		$	9,506	$	5,127