Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) | Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)As of March 31, 2021 and December 31, 2020, the Company was authorized to issue seven classes of stock: common stock, Series A redeemable convertible preferred stock, Series B redeemable convertible preferred stock, Series C redeemable convertible preferred stock, Series D redeemable convertible preferred stock, Series E redeemable convertible preferred stock and Series F redeemable convertible preferred stock. On September 23, 2020, the Board authorized an increase in the number of authorized shares of common stock to 101,671,156 shares and authorized an increase in the number of authorized shares of preferred stock to 72,799,602 shares. All of the outstanding series of redeemable convertible preferred stock converted to common stock upon the IPO. Repurchase of Common Stock During the three months ended March 31, 2021, former employees obtained a third-party offer for the purchase of 0.2 million shares of common stock held in the Company. As the Company had the right of first refusal for the sale of these shares, the Company repurchased the shares for $3.5 million from the former employees at the price offered. Voting All classes of stock are entitled to vote. During the three months ended March 31, 2021, Series A through F redeemable convertible preferred stockholders had the right to one vote for each share of common stock into which such holder’s respective shares of redeemable convertible preferred stock could then be converted. Dividends As of March 31, 2021 and December 31, 2020, Series A, Series C, Series D, Series E and Series F redeemable convertible preferred stockholders were entitled to an 8% preferred dividend, when, as and if declared by the Board. Series A, Series C, Series D, Series E and Series F preferred dividends are not cumulative. Series B redeemable convertible preferred stockholders were entitled to an 8% preferred return upon redemption or liquidation. The Series B preferred return is cumulative and totaled $7.9 million as of March 31, 2021. This cumulative return is recorded in Redeemable Convertible Preferred Stock on the consolidated balance sheets. Upon the IPO, the Series B redeemable convertible preferred stock was converted into common stock and the holders received a 5% dividend on conversion, which totaled $5.0 million and was paid in cash. Common stockholders are also entitled to dividends, when, as and if declared by the Board. Declared and unpaid dividends for each series of redeemable convertible preferred stock were payable upon liquidation. Conversion As of March 31, 2021 and December 31, 2020, holders of Series A, Series B, Series C, Series D, Series E and Series F redeemable convertible preferred stock were entitled to convert their shares into shares of common stock, at the option of the holder, at a 1-for-1 conversion rate based on a conversion price of $1.00, $1.60, $3.65, $6.13, $8.50 and $16.00 per share, respectively. The respective conversion rates were subject to anti-dilution clauses if additional shares of common stock are issued at a price per share below the applicable conversion price. As of March 31, 2021, no such anti-dilution events had occurred. Liquidation As of March 31, 2021 and December 31, 2020, upon a liquidation event, as defined by the Company’s certificate of incorporation, including any voluntary or involuntary liquidation, dissolution, winding up or deemed liquidation event, and prior to the payment of other equity holders, liquidation funds, if any, were required to be distributed to Series F redeemable convertible preferred stockholders (entitled to a liquidation preference equal to $16.00 per share plus declared and unpaid dividends), Series E redeemable convertible preferred stockholders (entitled to a liquidation preference equal to $8.50 per share plus declared and unpaid dividends) and Series D redeemable convertible preferred stockholders (entitled to a liquidation preference equal to $6.1278 per share), on a pari passu basis. Thereafter, Series C redeemable convertible preferred stockholders were entitled to a liquidation preference equal to $3.65 per share, after the payment in full of the liquidation preference of Series F, Series E and Series D redeemable convertible preferred stock. Thereafter, Series B redeemable convertible preferred stockholders were entitled to a liquidation preference, after the payment in full of the liquidation preference of the Series F, Series E, Series D and Series C redeemable convertible preferred stock, equal to $1.60 per share plus an accruing amount of 3% per annum on the purchase price of Series B redeemable convertible preferred stock, plus all accrued (including the 5% accruing dividend) but unpaid and any declared but unpaid dividends. Thereafter, Series A redeemable convertible preferred stockholders were entitled to a liquidation preference, after the payment in full of the liquidation preference on all other redeemable convertible preferred stock, equal to $1.00 per share plus any declared, but unpaid dividends. Remaining liquidation funds, if any, were then required to be distributed to both common and Series A redeemable convertible preferred stockholders equally, as if the Series A redeemable convertible preferred stock had been converted to common stock. Redemption As of March 31, 2021 and December 31, 2020, holders of all classes of redeemable convertible preferred stock were entitled to require the Company to redeem preferred shares at any time on or after June 27, 2023. Holders of Series A through C vote together with respect to the redemption of Series A, Series B and Series C redeemable convertible preferred stock, Series D and Series E vote together with respect to the redemption of Series D and Series E redeemable convertible preferred stock, and Series F had a separate right with respect to the redemption of Series F redeemable convertible preferred stock. If at least a majority of any such group voted in favor of redemption, the Company was required to redeem one-third of the then-outstanding shares of the applicable group within each series for cash equal to the Liquidation Amount, as defined by each series (“Initial Redemption Date”). The decision of any such group was not binding on any other group and any group’s decision to redeem is independent of any other group’s decision to redeem. The Company would then be required to make additional payments on the one-year and two-year anniversary of the Initial Redemption Date. In accordance with the SEC guidance on temporary equity, all redeemable convertible preferred stock is presented as mezzanine equity given the cash redemption right that is within the holder’s control. As of March 31, 2021 and December 31, 2020, the preferred shares were not currently redeemable, but it was probable the instruments would become redeemable. Therefore, the Company had elected to recognize changes in redemption value immediately as they occur, as a dividend, and adjust the carrying amount of the instrument such that the carrying value is greater than or equal to the redemption value at the end of each reporting period. As of March 31, 2021 and December 31, 2020, the holders of redeemable convertible preferred stock had various rights and preferences as follows: March 31, 2021 December 31, 2020 Shares Shares Redemption/ Shares Shares Redemption/ (in thousands, except for shares) Series A Redeemable Convertible Preferred Stock 8,488,092 8,448,092 $ 8,448 8,488,092 8,448,092 $ 8,448 Series B Redeemable Convertible Preferred Stock 8,761,982 8,650,107 21,741 8,761,982 8,650,107 21,464 Series C Redeemable Convertible Preferred Stock 22,600,000 22,228,001 81,132 22,600,000 22,228,001 81,132 Series D Redeemable Convertible Preferred Stock 11,443,749 11,423,349 70,000 11,443,749 11,423,349 70,000 Series E Redeemable Convertible Preferred Stock 12,755,779 12,726,367 108,174 12,755,779 12,726,367 108,174 Series F Redeemable Convertible Preferred Stock 8,750,000 8,750,000 140,000 8,750,000 8,750,000 140,000 72,799,602 72,225,916 $ 429,495 72,799,602 72,225,916 $ 429,218 |