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Equity | 3 Months Ended
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Jun. 30, 2023
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 June 30, 2023 and March 31, 2023, 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 then-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, 2023, there were 122,883,970 shares of Class A common stock, and 71,764,612 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. As of September 30, 2022, the Company repurchased and retired 2,150,982 shares of Class A common stock for an aggregate purchase price of $70 million, thereby completing this share repurchase program. On October 28, 2022, the Company’s board of directors authorized an additional program to repurchase up to $70 million of the Company’s Class A common stock over a period of 12 months. In addition, on June 1, 2023, the Company’s board of directors authorized a program to repurchase up to $200 million of the Company’s Class A common stock over a period of 24 months. The repurchases are subject to general business and market conditions and other investment opportunities and may be executed 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. As of June 30, 2023, the Company repurchased and retired 1,187,221 shares of Class A common stock for an aggregate purchase price of $37.1 million under these repurchase programs. As of June 30, 2023, $232.9 million remained available and authorized for repurchase under these repurchase programs. 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, 2023, the warrant was fully vested. 125,000 shares with an intrinsic value of $4.0 million were exercised under the warrant during the three months ended June 30, 2022, while no shares were exercised during the three months ended June 30, 2023. The remaining 125,000 shares under the warrant were outstanding as of June 30, 2023. In October 2021, the Company issued a warrant to U.S. News (the “U.S. News Warrant”) 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 the 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 is 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, 2023 and 2022, $1.3 million was recognized as stock-based compensation expense relating to the U.S. News Warrant. As of June 30, 2023, unamortized compensation expense, net of estimated forfeitures, related to the unvested warrants was $25.5 million, which is expected to be recognized over the remaining vesting period of 4.75 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. The Company granted 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 2,027,917 options were exercised and 2,654,665 were outstanding as of June 30, 2023. The Company has shares of common stock reserved for issuance as follows (in thousands):
| June 30, 2023 |  |
Common stock warrants | 641 |  |  |
2010 Plan |  |  |
Options outstanding | 18,367 |  |  |
2021 Plan |  |  |
Awards outstanding | 2,480 |  |  |
Shares available for future grant | 40,500 |  |  |
2021 ESPP | 8,182 |  |  |
Options outstanding outside the plans | 2,655 |  |  |
Total | 72,825 |  |  |
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:
| Number of Shares (in thousands) |  | Weighted-Average Exercise Price |  | Average Remaining Contractual Term (in years) |  | Aggregate Intrinsic Value (in thousands)
Balance, March 31, 2023 | 22,407 |  |  | $ | 4.39 |  |  | 6.56 |  | $ | 627,187 |
Options exercised | (1,251) |  |  | 2.63 |  |  |  |  |
Options forfeited or expired | (134) |  |  | 3.53 |  |  |  |  |
Balance, June 30, 2023 | 21,022 |  |  | 4.50 |  |  | 6.50 |  | 620,595 |
Vested and exercisable as of June 30, 2023 | 11,800 |  |  | 2.79 |  |  | 5.75 |  | 368,541 |
Vested and expected to vest as of June 30, 2023 | 20,248 |  |  | 4.41 |  |  | 6.46 |  | 599,564 |
The aggregate intrinsic value of options exercised during the three months ended June 30, 2023 and 2022 was $38.5 million and $36.7 million, respectively. As of June 30, 2023, unamortized stock-based compensation expense, net of estimated forfeitures, related to unvested stock options was $33.2 million, which is expected to be recognized over a weighted-average period of 2.82 years. The Company has not granted any stock options since the first quarter of fiscal 2022. Restricted Stock Units (“RSUs”) RSUs granted by the Company generally vest over four years based on continued service. The following table summarizes RSU activity (in thousands, except per share information):
| Number of Shares |  | Weighted- Average Grant Date Fair Value
Unvested balance, March 31, 2023 | 1,951 |  |  | $ | 40.08 |
Granted | 456 |  |  | 34.06 |
Vested | (180) |  |  | 38.98 |
Forfeited | (50) |  |  | 38.97 |
Unvested balance, June 30, 2023 | 2,177 |  |  | 38.94 |
The total fair value of RSUs vested during the three months ended June 30, 2023 and 2022 was $6.1 million and $0.4 million, respectively. As of June 30, 2023, total unrecognized stock-based compensation expense, net of estimated forfeitures, related to unvested RSUs was $64.7 million, which is expected to be recognized over a weighted-average period of approximately 3.04 years. Performance-Based Restricted Stock Units (“PSUs”) The PSUs have service-based and performance-based vesting conditions that are satisfied upon meeting certain financial performance targets. The following table summarizes PSU activity (in thousands, except per share information):
| Number of Shares |  | Weighted- Average Grant Date Fair Value
Unvested balance, March 31, 2023 | 206 |  |  | $ | 34.68 |
Granted | 153 |  |  | 33.95 |
Forfeited | (56) |  |  | 35.27 |
Unvested balance, June 30, 2023 | 303 |  |  | 34.20 |
No PSUs vested during the three months ended June 30, 2023 and 2022. As of June 30, 2023, unamortized stock-based compensation expense, net of estimated forfeitures, related to unvested PSUs that are probable of vesting was $3.4 million, and is expected to be recognized over a weighted-average period of approximately 1.35 years. Stock-Based Compensation Expense Total stock-based compensation expense recognized in the condensed consolidated statements of operations was as follows (in thousands):
|  |  | Three Months Ended June 30,
|  |  |  |  | 2023 |  | 2022
Cost of revenue |  |  |  |  | $ | 2,461 |  |  | $ | 2,122 |
Research and development |  |  |  |  | 3,256 |  |  | 2,552 |
Sales and marketing |  |  |  |  | 5,995 |  |  | 3,074 |
General and administrative |  |  |  |  | 2,289 |  |  | 1,758 |
Total stock-based compensation expense |  |  |  |  | $ | 14,001 |  |  | $ | 9,506 |

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//718/tableOfContent + Details
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