Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 25, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MSTR | |
Entity Registrant Name | MICROSTRATEGY INCORPORATED | |
Entity Central Index Key | 0001050446 | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A common stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 000-24435 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0323571 | |
Entity Address, Address Line One | 1850 Towers Crescent Plaza | |
Entity Address, City or Town | Tysons Corner | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22182 | |
City Area Code | 703 | |
Local Phone Number | 848-8600 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,121,369 | |
Class B Convertible | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,964,025 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 65,968 | $ 43,835 |
Restricted cash | 2,085 | 7,033 |
Accounts receivable, net | 121,901 | 189,280 |
Prepaid expenses and other current assets | 19,680 | 24,418 |
Total current assets | 209,634 | 264,566 |
Digital assets | 2,323,252 | 1,840,028 |
Property and equipment, net | 30,507 | 32,311 |
Right-of-use assets | 58,264 | 61,299 |
Deposits and other assets | 22,421 | 23,916 |
Deferred tax assets, net | 719,026 | 188,152 |
Total assets | 3,363,104 | 2,410,272 |
Current liabilities: | ||
Accounts payable, accrued expenses, and operating lease liabilities | 33,660 | 42,976 |
Accrued compensation and employee benefits | 41,492 | 53,716 |
Accrued interest | 1,493 | 2,829 |
Current portion of long-term debt, net | 468 | 454 |
Deferred revenue and advance payments | 195,817 | 217,428 |
Total current liabilities | 272,930 | 317,403 |
Long-term debt, net | 2,177,974 | 2,378,560 |
Deferred revenue and advance payments | 11,244 | 12,763 |
Operating lease liabilities | 63,814 | 67,344 |
Other long-term liabilities | 17,826 | 17,124 |
Deferred tax liabilities | 198 | 198 |
Total liabilities | 2,543,986 | 2,793,392 |
Commitments and Contingencies | ||
Stockholders' Equity (Deficit) | ||
Preferred stock undesignated, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 2,559,268 | 1,841,120 |
Treasury stock, at cost; 8,684 shares and 8,684 shares, respectively | (782,104) | (782,104) |
Accumulated other comprehensive loss | (13,150) | (13,801) |
Accumulated deficit | (944,919) | (1,428,355) |
Total stockholders' equity (deficit) | 819,118 | (383,120) |
Total liabilities and stockholders' equity (deficit) | 3,363,104 | 2,410,272 |
Class A | ||
Stockholders' Equity (Deficit) | ||
Common stock | 21 | 18 |
Class B Convertible | ||
Stockholders' Equity (Deficit) | ||
Common stock | $ 2 | $ 2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 8,684,000 | 8,684,000 |
Class A | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 330,000,000 | 330,000,000 |
Common stock, shares issued | 20,803,000 | 18,269,000 |
Common stock, shares outstanding | 12,119,000 | 9,585,000 |
Class B Convertible | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 165,000,000 | 165,000,000 |
Common stock, shares issued | 1,964,000 | 1,964,000 |
Common stock, shares outstanding | 1,964,000 | 1,964,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Revenues: | |||||
Total revenues | $ 120,400 | $ 122,073 | $ 242,315 | $ 241,350 | |
Cost of revenues: | |||||
Total cost of revenues | 27,121 | 25,204 | 55,062 | 50,881 | |
Gross profit | 93,279 | 96,869 | 187,253 | 190,469 | |
Operating expenses: | |||||
Sales and marketing | 37,660 | 36,862 | 73,766 | 70,102 | |
Research and development | 29,354 | 31,790 | 60,712 | 65,313 | |
General and administrative | 28,830 | 28,502 | 56,736 | 55,208 | |
Digital asset impairment losses | 24,143 | 917,838 | 43,054 | 1,087,929 | |
Total operating expenses | 119,987 | 1,014,992 | 234,268 | 1,278,552 | |
Loss from operations | (26,708) | (918,123) | (47,015) | (1,088,083) | |
Interest expense, net | (11,095) | (13,187) | (26,025) | (24,226) | |
Gain on debt extinguishment | 0 | 0 | 44,686 | 0 | |
Other (expense) income, net | (250) | 5,120 | (1,693) | 7,345 | |
Loss before income taxes | (38,053) | (926,190) | (30,047) | (1,104,964) | |
(Benefit from) provision for income taxes | (60,296) | 136,108 | (513,483) | 88,085 | |
Net income (loss) | $ 22,243 | $ (1,062,298) | $ 483,436 | $ (1,193,049) | |
Basic earnings (loss) per share (1) | [1] | $ 1.68 | $ (94.01) | $ 41.18 | $ (105.64) |
Weighted average shares outstanding used in computing basic earnings (loss) per share | 13,247 | 11,300 | 11,739 | 11,294 | |
Diluted earnings (loss) per share (1) | [1] | $ 1.52 | $ (94.01) | $ 33.56 | $ (105.64) |
Weighted average shares outstanding used in computing diluted earnings (loss) per share | 16,095 | 11,300 | 14,534 | 11,294 | |
Total product licenses and subscription services | |||||
Revenues: | |||||
Total revenues | $ 35,400 | $ 34,146 | $ 71,622 | $ 63,504 | |
Cost of revenues: | |||||
Total cost of revenues | 7,660 | 5,929 | 16,050 | 11,816 | |
Product licenses | |||||
Revenues: | |||||
Total revenues | 15,522 | 20,129 | 32,934 | 36,642 | |
Cost of revenues: | |||||
Total cost of revenues | 444 | 431 | 978 | 908 | |
Subscription services | |||||
Revenues: | |||||
Total revenues | 19,878 | 14,017 | 38,688 | 26,862 | |
Cost of revenues: | |||||
Total cost of revenues | 7,216 | 5,498 | 15,072 | 10,908 | |
Product support | |||||
Revenues: | |||||
Total revenues | 66,081 | 66,521 | 131,562 | 133,672 | |
Cost of revenues: | |||||
Total cost of revenues | 5,816 | 5,127 | 11,584 | 10,318 | |
Other services | |||||
Revenues: | |||||
Total revenues | 18,919 | 21,406 | 39,131 | 44,174 | |
Cost of revenues: | |||||
Total cost of revenues | $ 13,645 | $ 14,148 | $ 27,428 | $ 28,747 | |
[1] Basic and fully diluted earnings (loss) per share for class A and class B common stock are the same. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 22,243 | $ (1,062,298) | $ 483,436 | $ (1,193,049) |
Other comprehensive (loss) income, net of applicable taxes: | ||||
Foreign currency translation adjustment | (87) | (4,113) | 651 | (6,122) |
Total other comprehensive (loss) income | (87) | (4,113) | 651 | (6,122) |
Comprehensive income (loss) | $ 22,156 | $ (1,066,411) | $ 484,087 | $ (1,199,171) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock Class A | Common Stock Class B Convertible | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | (Accumulated Deficit) Retained Earnings |
Beginning Balance at Dec. 31, 2021 | $ 978,958 | $ 18 | $ 2 | $ 1,727,143 | $ (782,104) | $ (7,543) | $ 41,442 |
Beginning Balance (in shares) at Dec. 31, 2021 | 18,006,000 | 1,964,000 | (8,684,000) | ||||
Net income (loss) | (130,751) | $ 0 | $ 0 | 0 | $ 0 | 0 | (130,751) |
Other comprehensive income (loss) | (2,009) | 0 | 0 | 0 | 0 | (2,009) | 0 |
Issuance of class A common stock upon exercise of stock options | 288 | $ 0 | 0 | 288 | 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 2,000 | ||||||
Issuance of class A common stock under employee stock purchase plan | 2,805 | $ 0 | $ 0 | 2,805 | $ 0 | 0 | 0 |
Issuance of class A common stock under employee stock purchase plans, (in shares) | 7,000 | 0 | 0 | ||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (501) | $ 0 | $ 0 | (501) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 3,000 | 0 | 0 | ||||
Share-based compensation expense | 14,209 | $ 0 | $ 0 | 14,209 | $ 0 | 0 | 0 |
Ending Balance at Mar. 31, 2022 | 862,999 | $ 18 | $ 2 | 1,743,944 | $ (782,104) | (9,552) | (89,309) |
Ending Balance (in shares) at Mar. 31, 2022 | 18,018,000 | 1,964,000 | (8,684,000) | ||||
Beginning Balance at Dec. 31, 2021 | 978,958 | $ 18 | $ 2 | 1,727,143 | $ (782,104) | (7,543) | 41,442 |
Beginning Balance (in shares) at Dec. 31, 2021 | 18,006,000 | 1,964,000 | (8,684,000) | ||||
Net income (loss) | (1,193,049) | ||||||
Other comprehensive income (loss) | (6,122) | ||||||
Ending Balance at Jun. 30, 2022 | (187,068) | $ 18 | $ 2 | 1,760,288 | $ (782,104) | (13,665) | (1,151,607) |
Ending Balance (in shares) at Jun. 30, 2022 | 18,021,000 | 1,964,000 | (8,684,000) | ||||
Beginning Balance at Mar. 31, 2022 | 862,999 | $ 18 | $ 2 | 1,743,944 | $ (782,104) | (9,552) | (89,309) |
Beginning Balance (in shares) at Mar. 31, 2022 | 18,018,000 | 1,964,000 | (8,684,000) | ||||
Net income (loss) | (1,062,298) | $ 0 | $ 0 | 0 | $ 0 | 0 | (1,062,298) |
Other comprehensive income (loss) | (4,113) | 0 | 0 | 0 | 0 | (4,113) | 0 |
Issuance of class A common stock upon exercise of stock options | 423 | $ 0 | 0 | 423 | 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 3,000 | ||||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (49) | $ 0 | $ 0 | (49) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 0 | 0 | 0 | ||||
Share-based compensation expense | 15,970 | $ 0 | $ 0 | 15,970 | $ 0 | 0 | 0 |
Ending Balance at Jun. 30, 2022 | (187,068) | $ 18 | $ 2 | 1,760,288 | $ (782,104) | (13,665) | (1,151,607) |
Ending Balance (in shares) at Jun. 30, 2022 | 18,021,000 | 1,964,000 | (8,684,000) | ||||
Net income (loss) | (27,079) | $ 0 | $ 0 | 0 | $ 0 | 0 | (27,079) |
Other comprehensive income (loss) | (4,514) | 0 | 0 | 0 | 0 | (4,514) | 0 |
Issuance of class A common stock upon exercise of stock options | 621 | $ 0 | 0 | 621 | 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 4,000 | ||||||
Issuance of class A common stock under employee stock purchase plan | 1,668 | $ 0 | $ 0 | 1,668 | $ 0 | 0 | 0 |
Issuance of class A common stock under employee stock purchase plans, (in shares) | 9,000 | 0 | 0 | ||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (642) | $ 0 | $ 0 | (642) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 4,000 | 0 | 0 | ||||
Share-based compensation expense | 16,725 | $ 0 | $ 0 | 16,725 | $ 0 | 0 | 0 |
Ending Balance at Sep. 30, 2022 | (200,289) | $ 18 | $ 2 | 1,778,660 | $ (782,104) | (18,179) | (1,178,686) |
Ending Balance (in shares) at Sep. 30, 2022 | 18,038,000 | 1,964,000 | (8,684,000) | ||||
Net income (loss) | (249,669) | $ 0 | $ 0 | 0 | $ 0 | 0 | (249,669) |
Other comprehensive income (loss) | 4,378 | 0 | 0 | 0 | 0 | 4,378 | 0 |
Issuance of class A common stock upon exercise of stock options | 61 | $ 0 | $ 0 | 61 | $ 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 0 | 0 | 0 | ||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (1,021) | $ 0 | $ 0 | (1,021) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 12,000 | 0 | 0 | ||||
Issuance of class A common stock under public offerings, net of issuance costs | 46,219 | $ 0 | $ 0 | 46,219 | $ 0 | 0 | 0 |
Issuance of class A common stock under public offerings, net of issuance costs, (in shares) | 219,000 | 0 | 0 | ||||
Share-based compensation expense | 17,201 | $ 0 | $ 0 | 17,201 | $ 0 | 0 | 0 |
Ending Balance at Dec. 31, 2022 | (383,120) | $ 18 | $ 2 | 1,841,120 | $ (782,104) | (13,801) | (1,428,355) |
Ending Balance (in shares) at Dec. 31, 2022 | 18,269,000 | 1,964,000 | (8,684,000) | ||||
Net income (loss) | 461,193 | $ 0 | $ 0 | 0 | $ 0 | 0 | 461,193 |
Other comprehensive income (loss) | 738 | 0 | 0 | 0 | 0 | 738 | 0 |
Issuance of class A common stock upon exercise of stock options | 6,750 | $ 0 | $ 0 | 6,750 | $ 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 44,000 | 0 | 0 | ||||
Issuance of class A common stock under employee stock purchase plan | 2,380 | $ 0 | $ 0 | 2,380 | $ 0 | 0 | 0 |
Issuance of class A common stock under employee stock purchase plans, (in shares) | 13,000 | 0 | 0 | ||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (514) | $ 0 | $ 0 | (514) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 4,000 | 0 | 0 | ||||
Issuance of class A common stock under public offerings, net of issuance costs | 338,962 | $ 2 | $ 0 | 338,960 | $ 0 | 0 | 0 |
Issuance of class A common stock under public offerings, net of issuance costs, (in shares) | 1,349,000 | ||||||
Share-based compensation expense | 16,822 | $ 0 | 0 | 16,822 | 0 | 0 | 0 |
Ending Balance at Mar. 31, 2023 | 443,211 | $ 20 | $ 2 | 2,205,518 | $ (782,104) | (13,063) | (967,162) |
Ending Balance (in shares) at Mar. 31, 2023 | 19,679,000 | 1,964,000 | (8,684,000) | ||||
Beginning Balance at Dec. 31, 2022 | (383,120) | $ 18 | $ 2 | 1,841,120 | $ (782,104) | (13,801) | (1,428,355) |
Beginning Balance (in shares) at Dec. 31, 2022 | 18,269,000 | 1,964,000 | (8,684,000) | ||||
Net income (loss) | 483,436 | ||||||
Other comprehensive income (loss) | 651 | ||||||
Ending Balance at Jun. 30, 2023 | 819,118 | $ 21 | $ 2 | 2,559,268 | $ (782,104) | (13,150) | (944,919) |
Ending Balance (in shares) at Jun. 30, 2023 | 20,803,000 | 1,964,000 | (8,684,000) | ||||
Beginning Balance at Mar. 31, 2023 | 443,211 | $ 20 | $ 2 | 2,205,518 | $ (782,104) | (13,063) | (967,162) |
Beginning Balance (in shares) at Mar. 31, 2023 | 19,679,000 | 1,964,000 | (8,684,000) | ||||
Net income (loss) | 22,243 | $ 0 | $ 0 | 0 | $ 0 | 0 | 22,243 |
Other comprehensive income (loss) | (87) | 0 | 0 | 0 | 0 | (87) | 0 |
Issuance of class A common stock upon exercise of stock options | 5,354 | $ 0 | $ 0 | 5,354 | $ 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 39,000 | 0 | 0 | ||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (242) | $ 0 | $ 0 | (242) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 6,000 | 0 | 0 | ||||
Issuance of class A common stock under public offerings, net of issuance costs | 333,494 | $ 1 | $ 0 | 333,493 | $ 0 | 0 | 0 |
Issuance of class A common stock under public offerings, net of issuance costs, (in shares) | 1,079,000 | ||||||
Share-based compensation expense | 15,145 | $ 0 | 0 | 15,145 | 0 | 0 | 0 |
Ending Balance at Jun. 30, 2023 | $ 819,118 | $ 21 | $ 2 | $ 2,559,268 | $ (782,104) | $ (13,150) | $ (944,919) |
Ending Balance (in shares) at Jun. 30, 2023 | 20,803,000 | 1,964,000 | (8,684,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net income (loss) | $ 483,436 | $ (1,193,049) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 6,661 | 4,767 |
Reduction in carrying amount of right-of-use assets | 4,320 | 3,990 |
Credit losses and sales allowances | 438 | 606 |
Deferred taxes | (530,628) | 76,109 |
Release of liabilities for unrecognized tax benefits | (102) | 0 |
Share-based compensation expense | 33,049 | 29,688 |
Digital asset impairment losses | 43,054 | 1,087,929 |
Amortization of issuance costs on long-term debt | 4,400 | 4,297 |
Gain on debt extinguishment | (44,686) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 17,737 | 9,281 |
Prepaid expenses and other current assets | 4,861 | (7,077) |
Deposits and other assets | 1,189 | (6,578) |
Accounts payable and accrued expenses | (9,400) | (10,216) |
Accrued compensation and employee benefits | (15,559) | (9,802) |
Accrued interest | (1,336) | 776 |
Deferred revenue and advance payments | 26,952 | 36,945 |
Operating lease liabilities | (5,233) | (4,835) |
Other long-term liabilities | (228) | 32 |
Net cash provided by operating activities | 18,925 | 22,863 |
Investing activities: | ||
Purchases of digital assets | (526,278) | (225,500) |
Purchases of property and equipment | (1,138) | (1,519) |
Net cash used in investing activities | (527,416) | (227,019) |
Financing activities: | ||
Proceeds from secured term loan, net of lender fees | 0 | 204,693 |
Issuance costs paid for secured term loan, excluding lender fees | 0 | (107) |
Repayments of secured term loan and third-party extinguishment costs | (160,033) | 0 |
Proceeds from other long-term secured debt | 0 | 11,100 |
Issuance costs paid for other long-term secured debt | 0 | (174) |
Repayments of other long-term secured debt | (254) | 0 |
Proceeds from sale of common stock under public offerings | 676,068 | 0 |
Issuance costs paid related to sale of common stock under public offerings | (3,628) | 0 |
Proceeds from exercise of stock options | 12,104 | 711 |
Payment of withholding tax on vesting of restricted stock units | (726) | (541) |
Net cash provided by financing activities | 525,911 | 218,487 |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (235) | (3,224) |
Net (decrease) increase in cash, cash equivalents, and restricted cash | 17,185 | 11,107 |
Cash, cash equivalents, and restricted cash, beginning of period | 50,868 | 64,434 |
Cash, cash equivalents, and restricted cash, end of period | 68,053 | 75,541 |
Employee Stock Purchase Plan | ||
Financing activities: | ||
Proceeds from sales under employee stock purchase plan | $ 2,380 | $ 2,805 |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Insider Trading Arr Abstract | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (1) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying Consolidated Financial Statements of MicroStrategy Incorporated (“MicroStrategy” or the “Company”) are unaudited. In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed. Interim results are not necessarily indicative of results for a full year. The Consolidated Financial Statements and Notes to Consolidated Financial Statements are presented as required by the United States Securities and Exchange Commission (“SEC”) and do not contain certain information included in the Company’s annual financial statements and notes. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in the Company’s accounting policies since December 31, 2022, except for those related to the Company’s new share-settled performance stock unit awards as described further in Note 8, Share-based Compensation, to the Consolidated Financial Statements. The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Digital Assets
Digital Assets | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Digital Assets | (2) Digital Assets The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other . The Company’s digital assets are initially recorded at cost. Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition. Impairment losses are recognized as “Digital asset impairment losses” in the Company’s Consolidated Statement of Operations in the period in which the impairment occurs. Gains (if any) are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s Consolidated Statements of Operations. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoins sold immediately prior to sale. The following table summarizes the Company’s digital asset holdings (in thousands, except number of bitcoins), as of: June 30, December 31, 2023 2022 Approximate number of bitcoins held 152,333 132,500 Digital assets carrying value $ 2,323,252 $ 1,840,028 Cumulative digital asset impairment losses $ 2,196,216 $ 2,153,162 The carrying value on the Company’s Consolidated Balance Sheet at each period-end represents the lowest fair value (based on Level 1 inputs in the fair value hierarchy) of the bitcoins at any time since their acquisition. Therefore, these fair value measurements were made during the period from their acquisition through June 30, 2023 or December 31, 2022, respectively, and not as of June 30, 2023 or December 31, 2022, respectively. The following table summarizes the Company’s digital asset purchases and digital asset impairment losses (in thousands, except number of bitcoins) for the periods indicated. The Company did not sell any of its bitcoins during the three and six months ended June 30, 2023 or 2022, respectively. Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Approximate number of bitcoins purchased 12,333 481 19,833 5,308 Digital asset purchases $ 347,003 $ 10,000 $ 526,278 $ 225,500 Digital asset impairment losses $ 24,143 $ 917,838 $ 43,054 $ 1,087,929 From time to time, the Company may be extended short-term credits from Coinbase or other execution partners to purchase bitcoin in advance of using cash funds in the Company’s trading account. The trade credits are due and payable in cash within days after they are extended. As of June 30, 2023 , the Company had no outstanding trade credits payable. As of June 30, 2023, approximately 15,264 of the bitcoins held by the Company, which had a carrying value of approximately $ 239.5 million on the Company’s Consolidated Balance Sheet as of June 30, 2023, serve as part of the collateral for the Company’s 6.125 % Senior Secured Notes due 2028 (the “2028 Secured Notes”), as further described in Note 4, Long-term Debt, to the Consolidated Financial Statements. All of the Company’s bitcoins previously serving as collateral for a $ 205.0 million term loan (the “2025 Secured Term Loan”) issued to MacroStrategy LLC (“MacroStrategy”), a wholly-owned subsidiary of the Company, by Silvergate Bank (“Silvergate”) were released from collateral upon the repayment of the 2025 Secured Term Loan during the first quarter of 2023. Refer to Note 4, Long-term Debt, to the Consolidated Financial Statements for further details of the 2025 Secured Term Loan and its repayment. |
Contract Balances
Contract Balances | 6 Months Ended |
Jun. 30, 2023 | |
Contract With Customer Asset And Liability [Abstract] | |
Contract Balances | (3) Contract Balances The Company invoices its customers in accordance with billing schedules established in each contract. The Company’s rights to consideration from customers are presented separately in the Company’s Consolidated Balance Sheets depending on whether those rights are conditional or unconditional. The Company presents unconditional rights to consideration from customers within “Accounts receivable, net” in its Consolidated Balance Sheets. All of the Company’s contracts are generally non-cancelable and/or non-refundable, and therefore an unconditional right generally exists when the customer is billed or amounts are billable per the contract. Accounts receivable (in thousands) consisted of the following, as of: June 30, December 31, 2023 2022 Billed and billable $ 124,595 $ 191,844 Less: allowance for credit losses ( 2,694 ) ( 2,564 ) Accounts receivable, net $ 121,901 $ 189,280 Changes in the allowance for credit losses were not material for the three and six months ended June 30, 2023. Rights to consideration that are subject to a condition other than the passage of time are considered contract assets until they are expected to become unconditional and transfer to accounts receivable. Current contract assets included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets consist of $ 0.9 million and $ 0.6 million, as of June 30, 2023 and December 31, 2022 , respectively, related to accrued sales and usage-based royalty revenue and performance obligations or services being rendered in advance of future invoicing associated with multi-year contracts. In royalty-based arrangements, consideration is not billed or billable until the royalty reporting is received, generally in the subsequent quarter, at which time the contract asset transfers to accounts receivable and a true-up adjustment is recorded to revenue. These true-up adjustments are generally not material. Non-current contract assets included in “Deposits and other assets” in the Consolidated Balance Sheets consisted of $ 1.1 million and $ 0.7 million, as of June 30, 2023 and December 31, 2022, respectively, related to performance obligations or services being rendered in advance of future invoicing associated with multi-year contracts. During the three and six months ended June 30, 2023 and 2022 , there were no significant impairments to the Company’s contract assets, nor were there any significant changes in the timing of the Company’s contract assets being reclassified to accounts receivable. Contract liabilities are amounts received or due from customers in advance of the Company transferring the software or services to the customer. In the case of multi-year service contract arrangements, the Company generally does not invoice more than one year in advance of services and does not record deferred revenue for amounts that have not been invoiced. Revenue is subsequently recognized in the period(s) in which control of the software or services is transferred to the customer. The Company’s contract liabilities are presented as either current or non-current “Deferred revenue and advance payments” in the Consolidated Balance Sheets, depending on whether the software or services are expected to be transferred to the customer within the next year. The Company’s “Accounts receivable, net” and “Deferred revenue and advance payments” balances in the Consolidated Balance Sheets include unpaid amounts related to contracts under which the Company has an enforceable right to invoice the customer for non-cancelable and/or non-refundable software and services. Changes in accounts receivable and changes in deferred revenue and advance payments are presented net of these unpaid amounts in “Operating activities” in the Consolidated Statements of Cash Flows. Deferred revenue and advance payments (in thousands) from customers consisted of the following, as of: June 30, December 31, 2023 2022 Current: Deferred product licenses revenue $ 974 $ 2,825 Deferred subscription services revenue 49,898 51,861 Deferred product support revenue 141,605 155,366 Deferred other services revenue 3,340 7,376 Total current deferred revenue and advance payments $ 195,817 $ 217,428 Non-current: Deferred product licenses revenue $ 2,493 $ 2,742 Deferred subscription services revenue 2,888 3,030 Deferred product support revenue 5,340 6,387 Deferred other services revenue 523 604 Total non-current deferred revenue and advance payments $ 11,244 $ 12,763 During the three and six months ended June 30, 2023 , the Company recognized revenues of $ 62.3 million and $ 143.1 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2023. During the three and six months ended June 30, 2022 , the Company recognized revenues of $ 58.9 million and $ 133.8 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2022. For the three and six months ended June 30, 2023 and 2022, there were no significant changes in the timing of revenue recognition on the Company’s deferred balances. The Company’s remaining performance obligation represents all future revenue under contract and includes deferred revenue and advance payments and billable non-cancelable amounts that will be invoiced and recognized as revenue in future periods. The remaining performance obligation excludes contracts that are billed in arrears, such as certain time and materials contracts. The portions of multi-year contracts that will be invoiced in the future are not presented on the balance sheet within accounts receivable and deferred revenues and are instead included in the following remaining performance obligation disclosure. As of June 30, 2023 , the Company had an aggregate transaction price of $ 294.3 million allocated to the remaining performance obligation related to product support, subscription services, product licenses, and other services contracts. The Company expects to recognize $ 229.1 million within the next 12 months and the remainder thereafter . |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | (4) Long-term Debt The net carrying value of the Company’s long-term debt (in thousands) consisted of the following, as of: June 30, 2023 December 31, 2022 2025 Convertible Notes $ 642,405 $ 640,888 2027 Convertible Notes 1,035,290 1,033,277 2028 Secured Notes 490,356 489,547 2025 Secured Term Loan 0 204,688 Other long-term secured debt 9,923 10,160 Total $ 2,177,974 $ 2,378,560 Convertible Senior Notes In December 2020, the Company issued $ 650.0 million aggregate principal amount of 0.750 % Convertible Senior Notes due 2025 (the “2025 Convertible Notes”) in a private offering. The 2025 Convertible Notes are senior unsecured obligations of the Company and bear interest at a fixed rate of 0.750 % per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021 . Holders of the 2025 Convertible Notes may receive additional interest under specified circumstances as outlined in the indenture relating to the issuance of the 2025 Convertible Notes. The 2025 Convertible Notes will mature on December 15, 2025 , unless earlier converted, redeemed, or repurchased in accordance with their terms. In February 2021, the Company issued $ 1.050 billion aggregate principal amount of 0 % Convertible Senior Notes due 2027 (the “2027 Convertible Notes”) in a private offering. The 2027 Convertible Notes are senior unsecured obligations of the Company and do not bear regular interest. However, holders of the 2027 Convertible Notes may receive special interest under specified circumstances as outlined in the indenture relating to the issuance of the 2027 Convertible Notes. Any special interest is payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021 . The 2027 Convertible Notes will mature on February 15, 2027 , unless earlier converted, redeemed, or repurchased in accordance with their terms. The terms of the 2025 Convertible Notes and 2027 Convertible Notes (collectively, the “Convertible Notes”) are discussed more fully in Note 8, Long-term Debt, to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There have been no adjustments to the initial conversion rates for each of the Convertible Notes as of June 30, 2023. As of June 30, 2023 , the maximum number of shares into which the Convertible Notes could be potentially converted if the conversion features are triggered are 1,633,190 and 733,005 shares for the 2025 Convertible Notes and 2027 Convertible Notes, respectively. During the six months ended June 30, 2023, the 2025 Convertible Notes were not convertible at any time. During the six months ended June 30, 2022, the 2025 Convertible Notes were convertible at the option of the holders of the 2025 Convertible Notes during the first quarter of 2022 only. During the six months ended June 30, 2023 and 2022, the 2027 Convertible Notes were not convertible at any time. No conversions of the Convertible Notes occurred during the six months ended June 30, 2023 or 2022. The Convertible Notes may be convertible in future periods if one or more of the conversion conditions is satisfied during future measurement periods. As of June 30, 2023 and December 31, 2022, the net carrying value of the Convertible Notes was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheets. The following is a summary of the Company’s convertible debt instruments as of June 30, 2023 (in thousands): June 30, 2023 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ ( 7,595 ) $ 642,405 $ 710,232 Level 2 2027 Convertible Notes 1,050,000 ( 14,710 ) 1,035,290 672,000 Level 2 Total $ 1,700,000 $ ( 22,305 ) $ 1,677,695 $ 1,382,232 The following is a summary of the Company’s convertible debt instruments as of December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ ( 9,112 ) $ 640,888 $ 364,000 Level 2 2027 Convertible Notes 1,050,000 ( 16,723 ) 1,033,277 394,800 Level 2 Total $ 1,700,000 $ ( 25,835 ) $ 1,674,165 $ 758,800 The fair value of the Convertible Notes is determined using observable market data other than quoted prices, specifically the last traded price at the end of the reporting period of identical instruments in the over-the-counter market (Level 2). For the three months ended June 30, 2023 and 2022, interest expense related to the Convertible Notes was as follows (in thousands): Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 1,219 $ 760 $ 1,979 $ 1,219 $ 750 $ 1,969 2027 Convertible Notes 0 1,007 1,007 0 1,003 1,003 Total $ 1,219 $ 1,767 $ 2,986 $ 1,219 $ 1,753 $ 2,972 For the six months ended June 30, 2023 and 2022, interest expense related to the Convertible Notes was as follows (in thousands): Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 2,438 $ 1,517 $ 3,955 $ 2,438 $ 1,498 $ 3,936 2027 Convertible Notes 0 2,013 2,013 0 2,005 2,005 Total $ 2,438 $ 3,530 $ 5,968 $ 2,438 $ 3,503 $ 5,941 For each of the three and six months ended June 30, 2023 , the Company paid $ 2.4 million in interest related to the 2025 Convertible Notes. For each of the three and six months ended June 30, 2022 , the Company paid $ 2.4 million in interest related to the 2025 Convertible Notes. The Company has no t paid any additional interest or special interest related to the 2025 Convertible Notes or the 2027 Convertible Notes, respectively, to date. Senior Secured Notes On June 14, 2021, the Company issued $ 500.0 million aggregate principal amount of 2028 Secured Notes in a private offering. The 2028 Secured Notes bear interest at a fixed rate of 6.125 % per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021 . The 2028 Secured Notes have a stated maturity date of June 15, 2028 , unless earlier redeemed or repurchased in accordance with their terms and subject to a springing maturity date of September 15, 2025 or November 16, 2026 as discussed further below. The 2028 Secured Notes include a springing maturity feature that will cause the stated maturity date to spring ahead to: (1) September 15, 2025 (the “First Springing Maturity Date”), unless on the First Springing Maturity Date (i) the Company has Liquidity (as defined in the 2028 Secured Notes Indenture) in excess of 130 % of the amount required to pay in full in cash the then outstanding aggregate principal amount of, and accrued interest on, the 2025 Convertible Notes or (ii) less than $ 100,000,000 of the aggregate principal amount of the 2025 Convertible Notes remains outstanding, (2) November 16, 2026 (the “Second Springing Maturity Date”), unless on the Second Springing Maturity Date (i) the Company has Liquidity in excess of 130 % of the amount required to pay in full in cash the then outstanding aggregate principal amount of, and accrued interest on, the 2027 Convertible Notes or (ii) less than $ 100,000,000 of the aggregate principal amount of the 2027 Convertible Notes remains outstanding, or (3) the date (such date, an “FCCR Springing Maturity Date”) that is 91 days prior to the maturity date of any future convertible debt that we may issue that is then outstanding (the “FCCR Convertible Indebtedness”), unless on the FCCR Springing Maturity Date (i) the Company has Liquidity in excess of 130 % of the amount required to pay in full in cash the then outstanding aggregate principal amount of and accrued interest on such FCCR Convertible Indebtedness or (ii) less than $ 100,000,000 of the aggregate principal amount of such FCCR Convertible Indebtedness remains outstanding. As of June 30, 2023 , for purposes of calculating Liquidity, the Company and its Restricted Subsidiaries (as defined in the indenture for the 2028 Secured Notes) owned approximately 92,079 unencumbered Existing Digital Assets (as defined in the indenture for the 2028 Secured Notes). The terms of the 2028 Secured Notes are discussed more fully in Note 8, Long-term Debt, to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. The 2028 Secured Notes are governed by an indenture containing certain covenants with which the Company must comply, including covenants with respect to limitations on (i) additional indebtedness, (ii) liens, (iii) certain payments and investments, (iv) the ability to merge or consolidate with another person, or sell or otherwise dispose of substantially all the Company’s assets, and (v) certain transactions with affiliates. The Company was in compliance with its debt covenants as of June 30, 2023. As of June 30, 2023 and December 31, 2022, the net carrying value of the 2028 Secured Notes was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheets. The following is a summary of the 2028 Secured Notes as of June 30, 2023 (in thousands): June 30, 2023 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ ( 9,644 ) $ 490,356 $ 448,835 Level 2 The following is a summary of the 2028 Secured Notes as of December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ ( 10,453 ) $ 489,547 $ 369,800 Level 2 The fair value of the 2028 Secured Notes is determined using observable market data other than quoted prices, specifically the last traded price at the end of the reporting period of identical instruments in the over-the-counter market (Level 2). For the three months ended June 30, 2023 and 2022, interest expense related to the 2028 Secured Notes was as follows (in thousands): Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 7,656 $ 408 $ 8,064 $ 7,656 $ 382 $ 8,038 For the six months ended June 30, 2023 and 2022, interest expense related to the 2028 Secured Notes was as follows (in thousands): Six Months Ended June 30, 2023 Six Months Ended June 30, 2022 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 15,312 $ 809 $ 16,121 $ 15,312 $ 758 $ 16,070 For each of the three and six months ended June 30, 2023 , the Company paid $ 15.3 million in interest related to the 2028 Secured Notes. For each of the three and six months ended June 30, 2022 , the Company paid $ 15.3 million in interest related to the 2028 Secured Notes. Secured Term Loan On March 23, 2022, MacroStrategy, a wholly-owned subsidiary of the Company, entered into a Credit and Security Agreement (the “Credit and Security Agreement”) with Silvergate pursuant to which Silvergate issued the $ 205.0 million 2025 Secured Term Loan to MacroStrategy. The terms of the 2025 Secured Term Loan are discussed more fully in Note 8, Long-term Debt, to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. On March 24, 2023, MacroStrategy and Silvergate entered into a Prepayment, Waiver and Payoff to Credit and Security Agreement, pursuant to which MacroStrategy voluntarily prepaid Silvergate approximately $ 161.0 million (the “Payoff Amount”), in full repayment, satisfaction, and discharge of the 2025 Secured Term Loan and all other obligations under the Credit and Security Agreement. Upon Silvergate’s receipt of the Payoff Amount on March 24, 2023, the Credit and Security Agreement was terminated and Silvergate released its security interest in all of MacroStrategy’s assets collateralizing the 2025 Secured Term Loan, including the bitcoin that was serving as collateral. The Payoff Amount consisted of a $ 159.9 million payment to repay the full $ 205.0 million outstanding principal amount of the 2025 Secured Term Loan as of March 24, 2023 and a $ 1.1 million payment for accrued unpaid interest on the 2025 Secured Term Loan as of March 24, 2023. The Company also incurred $ 0.1 million in third party fees in connection with the repayment of the 2025 Secured Term Loan. The net carrying value of the 2025 Secured Term Loan as of March 24, 2023, immediately prior to the loan’s repayment, was $ 204.7 million, which resulted in a $ 44.7 million gain on debt extinguishment recognized in the Company’s Consolidated Statement of Operations in the first quarter of 2023. MacroStrategy previously maintained a $ 5.0 million cash reserve account (the “Reserve Account”) with Silvergate to serve as additional collateral for the 2025 Secured Term Loan. On March 24, 2023, the $ 5.0 million then held in the Reserve Account was applied against the Payoff Amount, reducing the amount of additional funds that were required to be paid by MacroStrategy to Silvergate in connection with the payoff of the 2025 Secured Term Loan. As of December 31, 2022, the net carrying value of the 2025 Secured Term Loan was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheet. The following is a summary of the 2025 Secured Term Loan as of December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Secured Term Loan $ 205,000 $ ( 312 ) $ 204,688 $ 205,000 Level 3 The outstanding principal amount of the 2025 Secured Term Loan approximated its fair value as of December 31, 2022 as the 2025 Secured Term Loan bore interest at a floating rate and was over-collateralized (the Company was required to maintain an LTV ratio of less than 50 %). Additionally, the Company had approximately 82,991 unencumbered bitcoins that were available to be pledged as additional collateral at December 31, 2022. No interest expense related to the 2025 Secured Term Loan was recognized after the debt was repaid in full during the first quarter of 2023. For the six months ended June 30, 2023, interest expense related to the 2025 Secured Term Loan was as follows (in thousands): Six Months Ended June 30, 2023 Contractual Amortization of Interest Expense Issuance Costs Total 2025 Secured Term Loan $ 3,781 $ 31 $ 3,812 For the three and six months ended June 30, 2022, interest expense related to the 2025 Secured Term Loan was as follows (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Secured Term Loan $ 2,207 $ 33 $ 2,240 $ 2,383 $ 36 $ 2,419 The Company paid a final $ 5.1 million in interest related to the 2025 Secured Term Loan during the first quarter of 2023, $ 1.1 million of which was included in the Payoff Amount. The Company paid $ 1.6 million in interest related to the 2025 Secured Term Loan during each of the three and six months ended June 30, 2022. Other long-term secured debt In June 2022, the Company, through a wholly-owned subsidiary, entered into a secured term loan agreement in the amount of $ 11.1 million, bearing interest at an annual rate of 5.2 %, and maturing in June 2027 . The loan is secured by certain non-bitcoin assets of the Company that are not otherwise serving as collateral for any of the Company’s other indebtedness. As of June 30, 2023, the loan had a net carrying value of $ 10.4 million and an outstanding principal balance of $ 10.6 million, after monthly payments made under the terms of the agreement. As of June 30, 2023 , $ 0.5 million of the net carrying value is short-term and is presented in “Current portion of long-term debt, net” in the Consolidated Balance Sheet. Maturities The following table shows the maturities of the Company’s debt instruments as of June 30, 2023 (in thousands). The principal payments related to the 2028 Secured Notes are included in the table below based on the First Springing Maturity Date of September 15, 2025, as if the springing maturity feature discussed above were triggered. As of June 30, 2023, the Company expects to be able to satisfy the requirements in the 2028 Secured Notes Indenture to avoid triggering the springing maturity feature of the 2028 Secured Notes. Payments due by period ended June 30, 2025 Convertible Notes 2027 Convertible Notes 2028 Secured Notes Other long-term secured debt Total 2024 $ 0 $ 0 $ 0 $ 525 $ 525 2025 0 0 0 555 555 2026 650,000 0 500,000 584 1,150,584 2027 0 1,050,000 0 8,937 1,058,937 2028 0 0 0 0 0 Thereafter 0 0 0 0 0 Total $ 650,000 $ 1,050,000 $ 500,000 $ 10,601 $ 2,210,601 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (5) Commitments and Contingencies (a) Commitments From time to time, the Company enters into certain types of contracts that require it to indemnify parties against third-party claims. These contracts primarily relate to agreements under which the Company assumes indemnity obligations for intellectual property infringement, as well as other obligations from time to time depending on arrangements negotiated with customers and other third parties. The conditions of these obligations vary. Thus, the overall maximum amount of the Company’s indemnification obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations and does not currently expect to incur any material obligations in the future. Accordingly, the Company has not recorded an indemnification liability on its Consolidated Balance Sheets as of June 30, 2023 or December 31, 2022. (b) Contingencies Following an internal review initiated in 2018, the Company believes that its Brazilian subsidiary failed or likely failed to comply with local procurement regulations in conducting business with certain Brazilian government entities. On February 6, 2020, the Company learned that a Brazilian court authorized the Brazilian Federal Police to use certain investigative measures in its investigation into alleged corruption and procurement fraud involving certain government officials, pertaining to a particular transaction. The transaction at issue is part of the basis of the previously reported failure or likely failure of the Company’s Brazilian subsidiary to comply with local procurement regulations. The Company is not aware of any allegations that any former employee or the Company made any payments to Brazilian government officials. The Brazilian Federal Police expanded the investigation to include other possible cases of procurement fraud involving Brazilian government entities. Criminal penalties may be imposed against individuals; however, neither employees of the Company’s Brazilian subsidiary nor the subsidiary itself have been targets of the Federal Police investigation. The Company has also learned that Brazil’s Federal Comptroller General filed an administrative action against the Company’s Brazilian subsidiary with respect to the alleged procurement violations. These matters remain the subject of investigation by Brazilian authorities. The Company is taking measures to attempt to resolve these matters. On January 18, 2023, Brazil’s General Superintendence of the Administrative Council for Economic Defense (“SG/CADE”) launched an administrative proceeding to investigate potentially anticompetitive conduct, naming various individuals and companies as defendants including the Company’s Brazilian subsidiary. The proceeding involves conduct relating to transactions with certain Brazilian public and private entities that is part of the basis of the foregoing failure or likely failure of the Brazilian subsidiary to comply with local procurement regulations. The proceeding was precipitated by the Company’s Brazilian subsidiary’s voluntary disclosure of information to SG/CADE that arose out of the internal review initiated in 2018, and the Company’s Brazilian subsidiary has secured a leniency agreement with SG/CADE. If at the end of the proceeding, CADE’s Tribunal confirms that the leniency agreement obligations have been fulfilled, the Company’s Brazilian subsidiary will receive full immunity from fines. The Company believes that a loss is probable in connection with these Brazilian matters. In the second quarter of 2023, the Company was able to reasonably estimate a minimum loss of $ 1.2 million in respect of these matters and accrued $ 1.0 million in its consolidated financial statements for the three months ended June 30, 2023, which amount is in addition to the $ 0.2 million it had previously accrued with respect to such matters. However, given the stage of these matters, the Company remains unable to reasonably estimate a range of loss beyond such minimum loss at this time. The aggregate accrued amount for these matters is included as a component of “Accounts payable, accrued expenses, and operating lease liabilities” in the Consolidated Balance Sheet as of June 30, 2023. The final outcome of these matters may result in a loss that is significantly greater than this accrued amount. Any loss associated with the final outcome of these matters may result in a material impact on the Company’s earnings and financial results for the period in which any such additional liability is accrued. However, the Company believes that any loss associated with the final outcome of these matters will not have a material effect on the Company’s financial position. On November 4, 2020, a complaint was filed against the Company in the U.S. District Court for the Eastern District of Virginia by a patent assertion entity called Daedalus Blue, LLC (“Daedalus”). In its complaint, Daedalus alleges that the Company has infringed U.S. Patent Nos. 8,341,172 (the “’172 Patent”) and 9,032,076 (the “’076 Patent”) based on specific functionality in the MicroStrategy platform. The ’172 Patent relates to a method for providing aggregate data access in response to a query, whereas the ’076 Patent relates to a role-based access control system. On March 1, 2021, Daedalus provided its formal infringement contentions which included additional accused functionality as part of its infringement allegations from the complaint, materially expanding the scope of its case. The Company has filed a motion to dismiss the complaint with prejudice, asking the court to rule that the asserted claims are invalid as being directed to patent ineligible matter. The court conducted a claim construction hearing on July 15, 2021. The court appointed a special master on October 28, 2021 and directed the special master to submit a Report and Recommendation as to the issue of claim construction and the pending motion to dismiss by February 1, 2022. On January 21, 2022, the special master issued two separate Reports and Recommendations. The first Report and Recommendation recommended constructions of certain patent claim terms and the second Report and Recommendation recommended, without reaching the merits, dismissing the Company’s motion to dismiss without prejudice to re-filing after discovery ends. The parties filed their respective objections to the special master’s Reports and Recommendations on February 4, 2022, and their oppositions to the other party’s objections on February 18, 2022. On March 9, 2022, the court issued an order overruling all parties’ objections and adopting the special master’s Reports and Recommendations in full. As per court order, the parties submitted a joint proposed schedule, which the court adopted on April 7, 2022, providing new deadlines for the close of fact discovery, expert reports, expert discovery, and dispositive motions. Fact discovery reopened on April 18, 2022 and closed on June 1, 2022. In July 2022, the case proceeded to expert discovery and the parties exchanged their opening expert reports on issues for which they bear the burden of proof on July 1, 2022, their rebuttal reports on July 29, 2022, and their reply reports on August 12, 2022. The parties engaged in expert depositions the weeks of August 22 and August 29, 2022. On September 21, 2022, the parties filed their respective motions for summary judgment, and on October 12, 2022 and October 19, 2022, the parties filed their opposition and reply briefs. The court also re-appointed the special master to assist in addressing the parties’ motions for summary judgment and other pending pre-trial motions. The special master has provided his Reports and Recommendations for the parties’ evidentiary motions and summary judgment motions. The court also ordered a mediation, which the Company expects to occur in August 2023. The outcome of this matter is not presently determinable. On August 31, 2022, the District of Columbia (the “District”), through its Office of the Attorney General, filed a civil complaint in the Superior Court of the District of Columbia naming as defendants (i) Michael J. Saylor, the Chairman of the Company’s Board of Directors and the Company’s Executive Chairman, in his personal capacity, and (ii) the Company. The District sought, among other relief, monetary damages under the District’s False Claims Act for the alleged failure of Mr. Saylor to pay personal income taxes to the District over a number of years together with penalties, interest, and treble damages. The complaint alleged that the amount of personal income taxes purportedly involved was more than $ 25 million. The complaint also alleged in the sole claim against the Company that it violated the District’s False Claims Act by conspiring to assist Mr. Saylor’s alleged failure to pay personal income taxes. On October 26, 2022, the Company filed a motion to dismiss the District’s complaint. On February 28, 2023, the court ruled on the motion to dismiss, dismissing the sole claim against the Company as well as a claim against Mr. Saylor alleging that Mr. Saylor violated the District’s False Claims Act. The court did not dismiss claims against Mr. Saylor alleging that Mr. Saylor failed to pay personal income taxes, interest and penalties due. On April 13, 2023, the District, through its Office of the Attorney General, filed a motion to amend its complaint to attempt to restore claims under the False Claims Act against both Mr. Saylor and the Company. On May 10, 2023, the court granted the District’s motion to amend its complaint, reinstating the Company as a defendant in the case. The amended complaint alleges that the Company violated the District’s False Claims Act by making and using false records and statements in the form of false withholding filings with the District Office of Tax and Revenue. The amended complaint also alleges that Mr. Saylor violated the District’s False Claims Act by making and using false records and statements and by causing the Company to make and use false records and statements. On June 7, 2023, Mr. Saylor and the Company filed a motion to dismiss the District’s amended complaint with prejudice. On July 5, 2023, the District filed an opposition to the motion to dismiss made by Mr. Saylor and the Company. On July 19, 2023, Mr. Saylor and the Company filed a reply in support of their motion to dismiss. On July 31, 2023, the court denied Mr. Saylor’s and the Company’s motion to dismiss the amended complaint. The final outcome of this matter is not presently determinable. The Company is also involved in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, management does not expect the resolution of these legal proceedings to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company has contingent liabilities that, in management’s judgment, are not probable of assertion. If such unasserted contingent liabilities were to be asserted, or become probable of assertion, the Company may be required to record significant expenses and liabilities in the period in which these liabilities are asserted or become probable of assertion. |
Treasury Stock
Treasury Stock | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Treasury Stock | (6) Treasury Stock The Board of Directors previously authorized the Company’s repurchase of up to an aggregate of $ 800.0 million of its class A common stock from time to time on the open market through April 29, 2023 (the “Share Repurchase Program”). The Share Repurchase Program expired by its own terms on April 29, 2023, and no shares of the Company’s class A common stock remain available for repurchase under the Share Repurchase Program. At the time of expiration, the Company had repurchased an aggregate of 5,674,226 shares of its class A common stock at an average price per share of $ 104.13 and an aggregate cost of $ 590.9 million pursuant to the Share Repurchase Program. The average price per share and aggregate cost amounts disclosed above include broker commissions. During 2023 and 2022, the Company did no t repurchase any shares of its class A common stock pursuant to the Share Repurchase Program. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (7) Income Taxes The Company computes its year-to-date provision for (benefit from) income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for (benefit from) income taxes for discrete tax items recorded in the period. The estimated effective tax rate is subject to fluctuation based on the level and mix of earnings and losses by tax jurisdiction, foreign tax rate differentials, and the relative impact of permanent book to tax differences. Each quarter, a cumulative adjustment is recorded for any fluctuations in the estimated annual effective tax rate as compared to the prior quarter. As a result of these factors, and due to potential changes in the Company’s period-to-period results, fluctuations in the Company’s effective tax rate and respective tax provisions or benefits may occur. For the six months ended June 30, 2023, the Company recorded a benefit from income taxes of $ 513.5 million on a pretax loss of $ 30.0 million, which resulted in an effective tax rate of 1,708.9 %. For the six months ended June 30, 2022, the Company recorded a provision for income taxes of $ 88.1 million on a pretax loss of $ 1.105 billion, which resulted in an effective tax rate of ( 8.0 ) %. The change in the effective tax rate, as compared to the same period in the prior year, is primarily due to the release of the remaining valuation allowance on the Company's deferred tax asset related to the impairment on its bitcoin holdings, attributable to the increase in market value of bitcoin as of June 30, 2023 compared to December 31, 2022. As of June 30, 2023 , the Company had a valuation allowance of $ 2.6 million primarily related to certain foreign tax credit carryforwards that, in the Company’s present estimation, more likely than not will not be realized. If the market value of bitcoin declines or the Company is unable to maintain profitability in future periods, the Company may be required to increase the valuation allowance against its deferred tax assets, which could result in a charge that would materially adversely affect net income (loss) in the period in which the charge is incurred. The Company will continue to regularly assess the realizability of deferred tax assets. The Company records liabilities related to its uncertain tax positions. As of June 30, 2023 , the Company had total gross unrecognized tax benefits, including accrued interest, of $ 6.1 million, all of which was recorded in “Other long-term liabilities” in the Company’s Consolidated Balance Sheet. As of December 31, 2022 , the Company had total gross unrecognized tax benefits of $ 6.1 million, including accrued interest, all of which was recorded in “Other long-term liabilities” in the Company’s Consolidated Balance Sheet. |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | (8) Share-based Compensation Stock Incentive Plans On May 24, 2023, the Company’s stockholders approved the Company’s 2023 Equity Incentive Plan (the “2023 Equity Plan”) and the 2023 Equity Plan became effective as of such date. No awards may be granted under the 2023 Equity Plan more than 10 years after the 2023 Equity Plan’s effective date. No new awards will be granted under the Company’s 2013 Stock Incentive Plan (as amended, the “2013 Equity Plan”) following the date of such approval, though awards previously granted under the 2013 Equity Plan will remain outstanding in accordance with their terms. Under the 2023 Equity Plan and the 2013 Equity Plan (together, the “Stock Incentive Plans”), the Company’s employees, officers, directors, and other eligible participants may be (with respect to the 2023 Equity Plan) and have been (with respect to the 2013 Equity Plan) awarded various types of share-based compensation, including options to purchase shares of the Company’s class A common stock, restricted stock units, and other stock-based awards. Under the 2023 Equity Plan, awards may now also be granted that are subject to the achievement of one or more performance measures established by the Company’s Board of Directors or a duly authorized committee thereof. Any shares issued under the Stock Incentive Plans may consist in whole or in part of authorized but unissued shares or treasury shares. With the exception of awards granted subject to the achievement of a performance measure (as discussed further below), the accounting policies in place for awards granted under the 2023 Equity Plan are the same as those for the awards previously granted under the 2013 Equity Plan. With the exception of awards to non-employee members of the Company’s Board of Directors which vest in full after one year , and awards whose vesting is subject to the achievement of a performance measure (as discussed further below), awards granted under the 2023 Equity Plan generally vest over four years . An aggregate of up to 1,932,703 shares of the Company’s class A common stock were authorized for issuance under the 2023 Equity Plan, comprised of (i) 200,000 shares of the Company’s class A common stock authorized under the 2023 Equity Plan and (ii) up to an aggregate of 1,732,703 shares of the Company’s class A common stock consisting of: (a) the shares of class A common stock reserved for issuance under the 2013 Equity Plan that remained available for grant as of May 23, 2023, and (b) shares of class A common stock subject to awards granted under the 2013 Equity Plan that were outstanding as of May 23, 2023 and which subsequently expire, terminate or are otherwise surrendered, cancelled or forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right, including shares subject to awards granted under the 2013 Equity Plan that are delivered (either by actual delivery, attestation or net exercise) to the Company by a participant to (x) purchase shares upon the exercise of such award or (y) satisfy tax withholding obligations with respect to such awards, including shares retained from the award creating the tax obligation, subject, in the case of incentive stock options, to any limitations under the Internal Revenue Code of 1986, as amended. As of June 30, 2023, there were 171,066 shares of class A common stock reserved and available for future issuance under the 2023 Equity Plan. Stock option awards As of June 30, 2023, there were options to purchase 1,440,696 shares of class A common stock outstanding under the Stock Incentive Plans. The following table summarizes the Company’s stock option activity (in thousands, except per share data and years) for the six months ended June 30, 2023: Stock Options Outstanding Weighted Average Aggregate Weighted Average Exercise Price Intrinsic Remaining Contractual Shares Per Share Value Term (Years) Balance as of January 1, 2023 1,577 $ 288.30 Granted 36 $ 284.06 Exercised ( 83 ) $ 145.15 $ 11,675 Forfeited/Expired ( 89 ) $ 400.57 Balance as of June 30, 2023 1,441 $ 289.58 Exercisable as of June 30, 2023 880 $ 238.07 $ 140,690 3.7 Expected to vest as of June 30, 2023 561 $ 370.46 $ 35,325 8.3 Total 1,441 $ 289.58 $ 176,015 5.5 Stock options outstanding as of June 30, 2023 are comprised of the following range of exercise prices per share (in thousands, except per share data and years): Stock Options Outstanding at June 30, 2023 Weighted Average Weighted Average Exercise Price Remaining Contractual Range of Exercise Prices per Share Shares Per Share Term (Years) $ 121.43 - $ 200.00 807 $ 136.99 3.4 $ 200.01 - $ 300.00 113 $ 252.02 9.4 $ 300.01 - $ 400.00 3 $ 301.63 9.9 $ 400.01 - $ 500.00 287 $ 409.16 8.3 $ 600.01 - $ 691.23 231 $ 691.23 7.2 Total 1,441 $ 289.58 5.5 An aggregate of 163,500 stock options with an aggregate grant date fair value of $ 44.5 million vested during the six months ended June 30, 2023 . The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $ 190.86 and $ 219.79 for each share subject to a stock option granted during the six months ended June 30, 2023 and 2022, respectively, based on the following assumptions: Six Months Ended June 30, 2023 2022 Expected term of award in years 5.5 - 6.3 6.3 Expected volatility 71.8 % - 74.1 % 58.4 % - 69.5 % Risk-free interest rate 3.7 % - 3.9 % 1.9 % - 2.9 % Expected dividend yield 0.0 % 0.0 % For the three and six months ended June 30, 2023 , the Company recognized approximately $ 10.5 million and $ 23.4 million, respectively, in share-based compensation expense from stock options granted under the Stock Incentive Plans. For the three and six months ended June 30, 2022, the Company recognized approximately $ 12.3 million and $ 22.7 million, respectively, in share-based compensation expense from stock options granted under the Stock Incentive Plans. As of June 30, 2023 , there was approximately $ 98.2 million of total unrecognized share-based compensation expense related to unvested stock options, which the Company expects to recognize over a weighted average vesting period of approximately 2.4 years. Share-settled restricted stock units As of June 30, 2023, there were 210,969 share-settled restricted stock units outstanding under the Stock Incentive Plans. The following table summarizes the Company’s share-settled restricted stock unit activity (in thousands) for the periods indicated: Share-Settled Restricted Stock Units Outstanding Aggregate Units Intrinsic Value Balance as of January 1, 2023 120 Granted 112 Vested ( 13 ) $ 3,690 Forfeited ( 8 ) Balance as of June 30, 2023 211 Expected to vest as of June 30, 2023 211 $ 72,240 During the six months ended June 30, 2023, 12,847 share-settled restricted stock units having an aggregate grant date fair value of $ 5.1 million vested, and 2,792 shares were withheld to satisfy tax obligations, resulting in 10,055 issued shares. The weighted average grant date fair value of share-settled restricted stock units granted during the six months ended June 30, 2023 and 2022 was $ 277.59 and $ 272.82 , respectively, based on the fair value of the Company’s class A common stock. For the three and six months ended June 30, 2023 , the Company recognized approximately $ 3.9 million and $ 7.3 million, respectively, in share-based compensation expense from share-settled restricted stock units granted under the Stock Incentive Plans. For the three and six months ended June 30, 2022, the Company recognized approximately $ 3.2 million and $6.4 million, respectively, in share-based compensation expense from share-settled restricted stock units granted under the Stock Incentive Plans. As of June 30, 2023 , there was approximately $ 58.8 million of total unrecognized share-based compensation expense related to unvested share-settled restricted stock units, which the Company expects to recognize over a weighted average vesting period of approximately 3.1 years. Share-settled performance stock units During the second quarter of 2023, the Company granted performance stock units under the 2023 Equity Plan. Performance stock units entitle recipients to receive a number of shares of the Company’s class A common stock at a specified date in the future based on achievement of one or more performance measures, as specified in the applicable performance stock unit agreement. Although the Company may in its sole discretion elect to pay fully or partially in cash in lieu of settling solely in shares, it does not currently intend to do so. The vesting of each performance stock unit granted is subject to the Company’s achievement of a relative total shareholder return (“TSR”) performance goal over a three-year performance period with the number of performance stock units granted representing the number of performance stock units that would vest based on target performance. As more fully specified in the applicable grant agreements, the number of performance stock units that will vest will be based on the percentile ranking of the Company’s TSR over the three-year performance period as compared to the TSR of the members of the Nasdaq Composite Index over the same period (the “TSR Goal”), with the payout factor ranging from 0 % to 200 % of the number of performance stock units granted. The performance stock units, to the extent vested, will vest on the date the Compensation Committee of the Company’s Board of Directors certifies the level of achievement of the TSR Goal Vesting of the performance stock units is also generally subject to the provision of service through the vesting date of the award (unless accelerated in connection with a termination following a change in control event as set forth in the applicable performance stock unit agreement or otherwise in accordance with provisions of the 2023 Equity Plan or applicable performance stock unit agreement). The TSR Goal is considered a “market condition” under ASC 718, Compensation—Stock Compensation . The Company uses a Monte Carlo simulation model to determine the grant date fair value of performance awards with a market condition. The Monte Carlo simulation takes into consideration the assumptions noted below, in addition to the probability that the market condition will be achieved based on predicted stock price paths compared to peer companies in the Nasdaq Composite Index. The Company did not grant any performance awards prior to June 2023. The weighted average grant date fair value of performance stock units using the Monte-Carlo simulation model was $ 486.18 for each performance stock unit granted during the six months ended June 30, 2023 based on the following assumptions: Six Months Ended June 30, 2023 Expected term of award in years 3.0 Expected volatility 95.6 % Risk-free interest rate 4.1 % Expected dividend yield 0.0 % Since the Company continues to account for forfeitures as they occur, as long as the performance stock unit recipient provides service to the Company during the requisite service period, share-based compensation expense associated with the grant date fair value of the performance stock units is recognized ratably over the performance period, regardless of the Company’s actual level of achievement against the TSR Goal. As of June 30, 2023, there were 26,737 performance stock units outstanding under the 2023 Equity Plan. The following table summarizes the Company’s performance stock unit activity (in thousands) for the periods indicated: Share-Settled Performance Stock Units Outstanding Aggregate Units Intrinsic Value Balance as of January 1, 2023 0 Granted 27 Vested 0 $ 0 Forfeited 0 Balance as of June 30, 2023 27 Expected to vest as of June 30, 2023 27 $ 18,311 No performance stock units vested during the three and six months ended June 30, 2023. For the three and six months ended June 30, 2023, the Company recognized approximately $ 0.3 million in share-based compensation expense from performance stock units granted under the 2023 Equity Plan. As of June 30, 2023, there was approximately $ 12.7 million of total unrecognized share-based compensation expense related to unvested performance stock units, which the Company expects to recognize over a weighted average vesting period of approximately 3.0 years. Other stock-based awards and cash-settled restricted stock units From time to time the Company has granted “other stock-based awards” and “cash-settled restricted stock units” under the 2013 Equity Plan. Other stock-based awards are similar to stock options, and cash-settled restricted stock units are similar to the Company’s share-settled restricted stock units, except in each case these awards are settled in cash only and not in shares of the Company’s class A common stock. Due to their required cash settlement feature, these awards are classified as liabilities in the Company’s Consolidated Balance Sheets and the fair value of the awards is remeasured each quarterly reporting period. For the three and six months ended June 30, 2023 , the Company recognized approximately $ 0.4 million and $ 1.1 million, respectively, in share-based compensation expense from other stock-based awards and cash-settled restricted stock units. For the three and six months ended June 30, 2022, the Company recognized a reduction of approximately $ 0.7 million and $ 0.5 million, respectively, in share-based compensation expense from other stock-based awards and cash-settled restricted stock units. As of June 30, 2023 , there was approximately $ 0.8 million of total unrecognized share-based compensation expense related to other stock-based awards and cash-settled restricted stock units, which the Company expects to recognize over a weighted average vesting period of approximately 1.7 years, subject to additional fair value adjustments through the earlier of settlement or expiration. 2021 ESPP The Company also maintains the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The purpose of the 2021 ESPP is to provide eligible employees of the Company and certain of its subsidiaries with opportunities to purchase shares of the Company’s class A common stock in 6-month offering periods commencing on each March 1 and September 1. An aggregate of 100,000 shares of the Company’s class A common stock has been authorized for issuance under the 2021 ESPP. During the six months ended June 30, 2023, 12,672 shares of class A common stock were issued in connection with the 2021 ESPP. As of June 30, 2023, 66,791 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP. For the three and six months ended June 30, 2023, the Company recognized approximately $ 0.4 million and $ 1.0 million, respectively, in share-based compensation expense related to the 2021 ESPP. For the three and six months ended June 30, 2022, the Company recognized approximately $ 0.5 million and $ 1.1 million, respectively, in share-based compensation expense related to the 2021 ESPP. As of June 30, 2023, there was approximately $ 0.3 million of total unrecognized share-based compensation expense related to the 2021 ESPP, which the Company expects to recognize over a period of approximately 0.2 years. Tax Benefits Related to Equity Plans The following table summarizes the tax (benefit) expense related to the Company’s equity plans (in thousands) for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Tax (benefit) expense related to: Share-based compensation expense $ ( 2,754 ) $ ( 3,343 ) $ ( 5,979 ) $ ( 6,240 ) Exercises of stock options and vesting of share-settled restricted stock units 370 57 285 110 Total tax benefit related to the Company's equity plans $ ( 2,384 ) $ ( 3,286 ) $ ( 5,694 ) $ ( 6,130 ) |
Basic and Diluted Earnings (Los
Basic and Diluted Earnings (Loss) per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Earnings (Loss) per Share | (9) Basic and Diluted Earnings (Loss) per Share The Company has two classes of common stock: class A common stock and class B common stock. Holders of class A common stock generally have the same rights, including rights to dividends, as holders of class B common stock, except that holders of class A common stock have one vote per share while holders of class B common stock have ten votes per share. Each share of class B common stock is convertible at any time, at the option of the holder, into one share of class A common stock. As such, basic and fully diluted earnings per share for class A common stock and for class B common stock are the same. The Company has never declared or paid any cash dividends on either class A or class B common stock. As of June 30, 2023 and December 31, 2022 , there were no shares of preferred stock issued or outstanding. The impact from potential shares of common stock on the diluted earnings per share calculation are included when dilutive. Potential shares of class A common stock issuable upon the exercise of outstanding stock options, the vestin g of restricted stock units and performance stock units considered probable of achievement, and in connection with the 2021 ESPP are computed using the treasury stock method. Potential shares of class A common stock issuable upon conversion of the Convertible Notes are computed using the if-converted method. In computing diluted earnings per share, the Company first calculates the earnings per incremental share (“EPIS”) for each class of potential shares of common stock and ranks the classes from the most dilutive (i.e., lowest EPIS) to the least dilutive (i.e., highest EPIS). Basic earnings per share is then adjusted for the effect of each class of shares, in sequence and cumulatively, until a particular class no longer produces further dilution. The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share data) for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net income (loss) - Basic $ 22,243 $ ( 1,062,298 ) $ 483,436 $ ( 1,193,049 ) Effect of dilutive shares on net income (loss): Interest expense on 2025 Convertible Notes, net of tax 1,424 0 2,838 0 Interest expense on 2027 Convertible Notes, net of tax 725 0 1,445 0 Net income (loss) - Diluted $ 24,392 $ ( 1,062,298 ) $ 487,719 $ ( 1,193,049 ) Denominator: Weighted average common shares of class A common stock 11,283 9,336 9,775 9,330 Weighted average common shares of class B common stock 1,964 1,964 1,964 1,964 Total weighted average shares of common stock outstanding - Basic 13,247 11,300 11,739 11,294 Effect of dilutive shares on weighted average common shares outstanding: Stock options 441 0 398 0 Restricted stock units 37 0 29 0 Performance stock units 3 0 2 0 Employee stock purchase plan 1 0 0 0 2025 Convertible Notes 1,633 0 1,633 0 2027 Convertible Notes 733 0 733 0 Total weighted average shares of common stock outstanding - Diluted 16,095 11,300 14,534 11,294 Earnings (loss) per share: Basic earnings (loss) per share (1) $ 1.68 $ ( 94.01 ) $ 41.18 $ ( 105.64 ) Diluted earnings (loss) per share (1) $ 1.52 $ ( 94.01 ) $ 33.56 $ ( 105.64 ) (1) Basic and fully diluted earnings (loss) per share for class A and class B common stock are the same. For the three and six months ended June 30, 2023 and 2022, the following weighted average shares of potential class A common stock were excluded from the diluted earnings (loss) per share calculation because their impact would have been anti-dilutive (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Stock options 643 1,474 677 1,393 Restricted stock units 35 116 39 111 Performance stock units 0 0 0 0 Employee stock purchase plan 0 5 2 4 2025 Convertible Notes 0 1,633 0 1,633 2027 Convertible Notes 0 733 0 733 Total 678 3,961 718 3,874 |
At-the-Market Equity Offerings
At-the-Market Equity Offerings | 6 Months Ended |
Jun. 30, 2023 | |
At Market Equity Offerings [Abstract] | |
At-the-Market Equity Offerings | (10) At-the-Market Equity Offerings On September 9, 2022, the Company entered into a Sales Agreement (the “2022 Sales Agreement”) with Cowen and Company LLC and BTIG, LLC, as agents (collectively, the “2022 Sales Agents”), pursuant to which the Company could issue and sell shares of its class A common stock having an aggregate offering price of up to $ 500.0 million from time to time through the 2022 Sales Agents. The Company agreed to pay the 2022 Sales Agents commissions for their services in acting as agents in the sale of the shares in the amount of up to 2.0 % of gross proceeds from the sale of shares pursuant to the 2022 Sales Agreement. The Company also agreed to provide the 2022 Sales Agents with customary indemnification and contribution rights. On May 1, 2023, the Company terminated the 2022 Sales Agreement and entered into a new Sales Agreement (the “2023 Sales Agreement”) with Cowen and Company, LLC and Canaccord Genuity LLC, as agents (collectively, the “2023 Sales Agents”), pursuant to which the Company may issue and sell shares of its class A common stock having an aggregate offering price of up to $ 625.0 million from time to time through the 2023 Sales Agents. The Company agreed to pay the 2023 Sales Agents commissions for their services in acting as agents in the sale of the shares in the amount of up to 2.0 % of gross proceeds from the sale of shares pursuant to the 2023 Sales Agreement. The Company also agreed to provide the 2023 Sales Agents with customary indemnification and contribution rights. The Company did not sell any shares of its class A common stock under the 2022 Sales Agreement during the three months ended June 30, 2023. During the six months ended June 30, 2023, the Company issued and sold 1,348,855 shares of class A common stock under the 2022 Sales Agreement for aggregate net proceeds (less sales commissions and expenses) of approximately $ 339.0 million. At termination of the 2022 Sales Agreement on May 1, 2023, the Company had issued and sold an aggregate of 1,567,430 shares under the 2022 Sales Agreement for aggregate net proceeds (less sales commissions and expenses) of approximately $ 385.2 million. During the three and six months ended June 30, 2023, the Company issued and sold 1,079,170 shares of class A common stock under the 2023 Sales Agreement for aggregate net proceeds (less sales commissions and expenses) of approximately $ 333.5 million. As of June 30, 2023, approximately $ 290.0 million of the Company’s class A common stock remained available for issuance and sale pursuant to the 2023 Sales Agreement. The sales commissions and expenses related to the 2022 Sales Agreement and 2023 Sales Agreement are considered direct and incremental costs and are charged against “Additional paid-in capital” on the Consolidated Balance Sheet in the period in which the related shares are issued and sold. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | (11) Segment Information The Company manages its business in one reportable operating segment. The Company’s one reportable operating segment is engaged in the design, development, marketing, and sales of its software platform through licensing arrangements and cloud subscriptions and related services. The following table presents total revenues, gross profit, and long-lived assets (in thousands) according to geographic region. Long-lived assets are comprised of right-of-use assets and property and equipment, net. Geographic regions: U.S. EMEA Other Regions Consolidated Three months ended June 30, 2023 Total revenues $ 71,427 $ 37,109 $ 11,864 $ 120,400 Gross profit $ 56,780 $ 28,809 $ 7,690 $ 93,279 Three months ended June 30, 2022 Total revenues $ 74,172 $ 35,578 $ 12,323 $ 122,073 Gross profit $ 61,108 $ 27,335 $ 8,426 $ 96,869 Six months ended June 30, 2023 Total revenues $ 141,104 $ 75,129 $ 26,082 $ 242,315 Gross profit $ 110,969 $ 58,506 $ 17,778 $ 187,253 Six months ended June 30, 2022 Total revenues $ 141,638 $ 74,866 $ 24,846 $ 241,350 Gross profit $ 115,437 $ 58,037 $ 16,995 $ 190,469 As of June 30, 2023 Long-lived assets $ 78,687 $ 6,936 $ 3,148 $ 88,771 As of December 31, 2022 Long-lived assets $ 83,279 $ 6,466 $ 3,865 $ 93,610 The EMEA region includes operations in Europe, the Middle East, and Africa. The other regions include all other foreign countries, generally comprising Latin America, the Asia Pacific region, and Canada. For the three and six months ended June 30, 2023 and 2022 , no individual foreign country accounted for 10% or more of total consolidated revenues. For the three and six months ended June 30, 2023 and 2022 , no individual customer accounted for 10% or more of total consolidated revenues. As of June 30, 2023 and December 31, 2022 , no individual foreign country accounted for 10% or more of total consolidated assets. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (12) Related Party Transactions On June 24, 2022, concurrently with binding directors and officers (“D&Os”) liability insurance policies (the “Initial Commercial Policies”) with several third-party carriers, the Company and Michael J. Saylor, the Company’s Chairman of the Board of Directors and Executive Chairman, entered into (i) an indemnification agreement (the “Excess Agreement”) for Mr. Saylor to provide $ 10 million in excess indemnity coverage payable only after the exhaustion of the Initial Commercial Policies, and (ii) an indemnification agreement (the “Tail Agreement”) for Mr. Saylor to provide $ 40 million in indemnity coverage for claims made at any time based on actions or omissions occurring prior to the inception date of the Initial Commercial Policies. The Company paid Mr. Saylor $ 600,000 for a one-year term under the Excess Agreement , and $ 150,000 for a 90-day term under the Tail Agreement . At the option of the Company, the Company was permitted to extend the term under the Tail Agreement for up to a total of twenty-three additional 90 -day periods, for $ 150,000 per additional 90-day term. The Company elected to extend the term of the Tail Agreement for three consecutive additional 90 -day periods and paid Mr. Saylor $ 150,000 for each extension. On August 30, 2022, the Company bound additional D&O liability insurance policies (the “Excess Commercial Policies”) with third-party carriers for excess coverage payable only after the exhaustion of the Initial Commercial Policies. Effective as of the same date, the Company and Mr. Saylor executed an amendment (the “Amendment”) to the Excess Agreement to limit Mr. Saylor’s obligation to provide indemnification under the Excess Agreement to claims made during the term of the Excess Agreement which arise from wrongful acts occurring upon or after the commencement of the Excess Agreement but prior to the effective date of the Amendment. In connection with the Amendment, Mr. Saylor refunded $ 489,863 to the Company, representing the pro rata portion of the $ 600,000 originally paid by the Company to Mr. Saylor under the Excess Agreement attributable to the period from the date of the Amendment through the end of the original term of the Excess Agreement. On June 12, 2023, the Company bound new D&O liability insurance policies (the “2023 Commercial Policies”) with third-party carriers that provide coverage substantially equivalent to the aggregate coverage provided under the Initial Commercial Policies and the Excess Commercial Policies for a policy period running from June 12, 2023 through June 12, 2024 except that the 2023 Commercial Policies also provide coverage for claims made with respect to wrongful acts or omissions occurring prior to the binding of the Initial Commercial Policies subject to exclusions with respect to claims previously noticed to and accepted by an earlier D&O insurer, claims related to acts or omissions giving rise to such claims, and demands, investigations, suits or other proceedings entered against an insured prior to June 24, 2022, as well as future interrelated wrongful acts. On June 12, 2023, the Company entered into a new indemnification agreement with Mr. Saylor (the “2023 Tail Agreement”) pursuant to which Mr. Saylor agreed to provide coverage that is similar to the coverage provided under the Tail Agreement, but only for matters excluded from coverage under the 2023 Commercial Policies for an initial one-year term for a payment of $ 157,000 . The Company may elect, at its option, to extend the term under the 2023 Tail Agreement for up to a total of four additional one-year periods, for $ 157,000 per additional one-year term. The Excess Agreement, Tail Agreement and other related party transactions between the Company and Mr. Saylor are described more fully in Note 17 to the Consolidated Financial Statements of the Company's Annual Report on Form 10-K for the year ended December 31, 2022. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | (13) Subsequent Events Since June 30, 2023 through the date immediately preceding the filing of this Quarterly Report, the Company has purchased approximately 467 bitcoins for $ 14.4 million, or approximately $ 30,788 per bitcoin. All of these approximately 467 bitcoins serve as part of the collateral for the 2028 Secured Notes. See Note 2, Digital Assets, to the Consolidated Financial Statements for further detail on accounting for digital assets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying Consolidated Financial Statements of MicroStrategy Incorporated (“MicroStrategy” or the “Company”) are unaudited. In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed. Interim results are not necessarily indicative of results for a full year. The Consolidated Financial Statements and Notes to Consolidated Financial Statements are presented as required by the United States Securities and Exchange Commission (“SEC”) and do not contain certain information included in the Company’s annual financial statements and notes. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes in the Company’s accounting policies since December 31, 2022, except for those related to the Company’s new share-settled performance stock unit awards as described further in Note 8, Share-based Compensation, to the Consolidated Financial Statements. The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Digital Assets | The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other . The Company’s digital assets are initially recorded at cost. Subsequently, they are measured at cost, net of any impairment losses incurred since acquisition. Impairment losses are recognized as “Digital asset impairment losses” in the Company’s Consolidated Statement of Operations in the period in which the impairment occurs. Gains (if any) are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s Consolidated Statements of Operations. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoins sold immediately prior to sale. |
Income Taxes | The Company computes its year-to-date provision for (benefit from) income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusts the provision for (benefit from) income taxes for discrete tax items recorded in the period. The estimated effective tax rate is subject to fluctuation based on the level and mix of earnings and losses by tax jurisdiction, foreign tax rate differentials, and the relative impact of permanent book to tax differences. Each quarter, a cumulative adjustment is recorded for any fluctuations in the estimated annual effective tax rate as compared to the prior quarter. |
Basic and Diluted Earnings per Share | The impact from potential shares of common stock on the diluted earnings per share calculation are included when dilutive. Potential shares of class A common stock issuable upon the exercise of outstanding stock options, the vestin g of restricted stock units and performance stock units considered probable of achievement, and in connection with the 2021 ESPP are computed using the treasury stock method. Potential shares of class A common stock issuable upon conversion of the Convertible Notes are computed using the if-converted method. In computing diluted earnings per share, the Company first calculates the earnings per incremental share (“EPIS”) for each class of potential shares of common stock and ranks the classes from the most dilutive (i.e., lowest EPIS) to the least dilutive (i.e., highest EPIS). Basic earnings per share is then adjusted for the effect of each class of shares, in sequence and cumulatively, until a particular class no longer produces further dilution. |
Digital Assets (Tables)
Digital Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Summary of Digital Asset Holdings, Digital Asset Purchases and Digital Asset Impairment Losses | The following table summarizes the Company’s digital asset holdings (in thousands, except number of bitcoins), as of: June 30, December 31, 2023 2022 Approximate number of bitcoins held 152,333 132,500 Digital assets carrying value $ 2,323,252 $ 1,840,028 Cumulative digital asset impairment losses $ 2,196,216 $ 2,153,162 The following table summarizes the Company’s digital asset purchases and digital asset impairment losses (in thousands, except number of bitcoins) for the periods indicated. The Company did not sell any of its bitcoins during the three and six months ended June 30, 2023 or 2022, respectively. Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Approximate number of bitcoins purchased 12,333 481 19,833 5,308 Digital asset purchases $ 347,003 $ 10,000 $ 526,278 $ 225,500 Digital asset impairment losses $ 24,143 $ 917,838 $ 43,054 $ 1,087,929 |
Contract Balances (Tables)
Contract Balances (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Contract With Customer Asset And Liability [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable (in thousands) consisted of the following, as of: June 30, December 31, 2023 2022 Billed and billable $ 124,595 $ 191,844 Less: allowance for credit losses ( 2,694 ) ( 2,564 ) Accounts receivable, net $ 121,901 $ 189,280 |
Deferred Revenue and Advance Payments | Deferred revenue and advance payments (in thousands) from customers consisted of the following, as of: June 30, December 31, 2023 2022 Current: Deferred product licenses revenue $ 974 $ 2,825 Deferred subscription services revenue 49,898 51,861 Deferred product support revenue 141,605 155,366 Deferred other services revenue 3,340 7,376 Total current deferred revenue and advance payments $ 195,817 $ 217,428 Non-current: Deferred product licenses revenue $ 2,493 $ 2,742 Deferred subscription services revenue 2,888 3,030 Deferred product support revenue 5,340 6,387 Deferred other services revenue 523 604 Total non-current deferred revenue and advance payments $ 11,244 $ 12,763 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The net carrying value of the Company’s long-term debt (in thousands) consisted of the following, as of: June 30, 2023 December 31, 2022 2025 Convertible Notes $ 642,405 $ 640,888 2027 Convertible Notes 1,035,290 1,033,277 2028 Secured Notes 490,356 489,547 2025 Secured Term Loan 0 204,688 Other long-term secured debt 9,923 10,160 Total $ 2,177,974 $ 2,378,560 |
Schedule of Net Carrying Amount of Liability and Equity Component of Convertible Senior Notes | The following is a summary of the Company’s convertible debt instruments as of June 30, 2023 (in thousands): June 30, 2023 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ ( 7,595 ) $ 642,405 $ 710,232 Level 2 2027 Convertible Notes 1,050,000 ( 14,710 ) 1,035,290 672,000 Level 2 Total $ 1,700,000 $ ( 22,305 ) $ 1,677,695 $ 1,382,232 The following is a summary of the Company’s convertible debt instruments as of December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ ( 9,112 ) $ 640,888 $ 364,000 Level 2 2027 Convertible Notes 1,050,000 ( 16,723 ) 1,033,277 394,800 Level 2 Total $ 1,700,000 $ ( 25,835 ) $ 1,674,165 $ 758,800 |
Schedule of Maturities of Debt Instruments | Maturities The following table shows the maturities of the Company’s debt instruments as of June 30, 2023 (in thousands). The principal payments related to the 2028 Secured Notes are included in the table below based on the First Springing Maturity Date of September 15, 2025, as if the springing maturity feature discussed above were triggered. As of June 30, 2023, the Company expects to be able to satisfy the requirements in the 2028 Secured Notes Indenture to avoid triggering the springing maturity feature of the 2028 Secured Notes. Payments due by period ended June 30, 2025 Convertible Notes 2027 Convertible Notes 2028 Secured Notes Other long-term secured debt Total 2024 $ 0 $ 0 $ 0 $ 525 $ 525 2025 0 0 0 555 555 2026 650,000 0 500,000 584 1,150,584 2027 0 1,050,000 0 8,937 1,058,937 2028 0 0 0 0 0 Thereafter 0 0 0 0 0 Total $ 650,000 $ 1,050,000 $ 500,000 $ 10,601 $ 2,210,601 |
Secured Notes Due Twenty Twenty Eight | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following is a summary of the 2028 Secured Notes as of June 30, 2023 (in thousands): June 30, 2023 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ ( 9,644 ) $ 490,356 $ 448,835 Level 2 The following is a summary of the 2028 Secured Notes as of December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ ( 10,453 ) $ 489,547 $ 369,800 Level 2 |
Schedule of Interest Expense Related to Notes | For the three months ended June 30, 2023 and 2022, interest expense related to the 2028 Secured Notes was as follows (in thousands): Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 7,656 $ 408 $ 8,064 $ 7,656 $ 382 $ 8,038 |
Term Loan Due Twenty Twenty Five | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following is a summary of the 2025 Secured Term Loan as of December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Secured Term Loan $ 205,000 $ ( 312 ) $ 204,688 $ 205,000 Level 3 |
Schedule of Interest Expense Related to Notes | For the six months ended June 30, 2023, interest expense related to the 2025 Secured Term Loan was as follows (in thousands): Six Months Ended June 30, 2023 Contractual Amortization of Interest Expense Issuance Costs Total 2025 Secured Term Loan $ 3,781 $ 31 $ 3,812 |
Convertible Debt | |
Debt Instrument [Line Items] | |
Schedule of Interest Expense Related to Notes | For the three months ended June 30, 2023 and 2022, interest expense related to the Convertible Notes was as follows (in thousands): Three Months Ended June 30, 2023 Three Months Ended June 30, 2022 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 1,219 $ 760 $ 1,979 $ 1,219 $ 750 $ 1,969 2027 Convertible Notes 0 1,007 1,007 0 1,003 1,003 Total $ 1,219 $ 1,767 $ 2,986 $ 1,219 $ 1,753 $ 2,972 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity (in thousands, except per share data and years) for the six months ended June 30, 2023: Stock Options Outstanding Weighted Average Aggregate Weighted Average Exercise Price Intrinsic Remaining Contractual Shares Per Share Value Term (Years) Balance as of January 1, 2023 1,577 $ 288.30 Granted 36 $ 284.06 Exercised ( 83 ) $ 145.15 $ 11,675 Forfeited/Expired ( 89 ) $ 400.57 Balance as of June 30, 2023 1,441 $ 289.58 Exercisable as of June 30, 2023 880 $ 238.07 $ 140,690 3.7 Expected to vest as of June 30, 2023 561 $ 370.46 $ 35,325 8.3 Total 1,441 $ 289.58 $ 176,015 5.5 |
Schedule of Range of Exercise Prices per Share | Stock options outstanding as of June 30, 2023 are comprised of the following range of exercise prices per share (in thousands, except per share data and years): Stock Options Outstanding at June 30, 2023 Weighted Average Weighted Average Exercise Price Remaining Contractual Range of Exercise Prices per Share Shares Per Share Term (Years) $ 121.43 - $ 200.00 807 $ 136.99 3.4 $ 200.01 - $ 300.00 113 $ 252.02 9.4 $ 300.01 - $ 400.00 3 $ 301.63 9.9 $ 400.01 - $ 500.00 287 $ 409.16 8.3 $ 600.01 - $ 691.23 231 $ 691.23 7.2 Total 1,441 $ 289.58 5.5 |
Assumptions Used in Pricing Model | The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $ 190.86 and $ 219.79 for each share subject to a stock option granted during the six months ended June 30, 2023 and 2022, respectively, based on the following assumptions: Six Months Ended June 30, 2023 2022 Expected term of award in years 5.5 - 6.3 6.3 Expected volatility 71.8 % - 74.1 % 58.4 % - 69.5 % Risk-free interest rate 3.7 % - 3.9 % 1.9 % - 2.9 % Expected dividend yield 0.0 % 0.0 % |
Summary of Share-Settled Restricted Stock Unit Activity | As of June 30, 2023, there were 210,969 share-settled restricted stock units outstanding under the Stock Incentive Plans. The following table summarizes the Company’s share-settled restricted stock unit activity (in thousands) for the periods indicated: Share-Settled Restricted Stock Units Outstanding Aggregate Units Intrinsic Value Balance as of January 1, 2023 120 Granted 112 Vested ( 13 ) $ 3,690 Forfeited ( 8 ) Balance as of June 30, 2023 211 Expected to vest as of June 30, 2023 211 $ 72,240 |
Summary of Share-Settled Performance Stock Unit Activity | As of June 30, 2023, there were 26,737 performance stock units outstanding under the 2023 Equity Plan. The following table summarizes the Company’s performance stock unit activity (in thousands) for the periods indicated: Share-Settled Performance Stock Units Outstanding Aggregate Units Intrinsic Value Balance as of January 1, 2023 0 Granted 27 Vested 0 $ 0 Forfeited 0 Balance as of June 30, 2023 27 Expected to vest as of June 30, 2023 27 $ 18,311 |
Summary of Components of Tax (benefit) Expense Related To Equity Plan | The following table summarizes the tax (benefit) expense related to the Company’s equity plans (in thousands) for the three and six months ended June 30, 2023 and 2022: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Tax (benefit) expense related to: Share-based compensation expense $ ( 2,754 ) $ ( 3,343 ) $ ( 5,979 ) $ ( 6,240 ) Exercises of stock options and vesting of share-settled restricted stock units 370 57 285 110 Total tax benefit related to the Company's equity plans $ ( 2,384 ) $ ( 3,286 ) $ ( 5,694 ) $ ( 6,130 ) |
Share-settled Performance Stock Units | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Assumptions Used in Pricing Model | The weighted average grant date fair value of performance stock units using the Monte-Carlo simulation model was $ 486.18 for each performance stock unit granted during the six months ended June 30, 2023 based on the following assumptions: Six Months Ended June 30, 2023 Expected term of award in years 3.0 Expected volatility 95.6 % Risk-free interest rate 4.1 % Expected dividend yield 0.0 % |
Basic and Diluted Earnings (L_2
Basic and Diluted Earnings (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings (Loss) per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share data) for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Numerator: Net income (loss) - Basic $ 22,243 $ ( 1,062,298 ) $ 483,436 $ ( 1,193,049 ) Effect of dilutive shares on net income (loss): Interest expense on 2025 Convertible Notes, net of tax 1,424 0 2,838 0 Interest expense on 2027 Convertible Notes, net of tax 725 0 1,445 0 Net income (loss) - Diluted $ 24,392 $ ( 1,062,298 ) $ 487,719 $ ( 1,193,049 ) Denominator: Weighted average common shares of class A common stock 11,283 9,336 9,775 9,330 Weighted average common shares of class B common stock 1,964 1,964 1,964 1,964 Total weighted average shares of common stock outstanding - Basic 13,247 11,300 11,739 11,294 Effect of dilutive shares on weighted average common shares outstanding: Stock options 441 0 398 0 Restricted stock units 37 0 29 0 Performance stock units 3 0 2 0 Employee stock purchase plan 1 0 0 0 2025 Convertible Notes 1,633 0 1,633 0 2027 Convertible Notes 733 0 733 0 Total weighted average shares of common stock outstanding - Diluted 16,095 11,300 14,534 11,294 Earnings (loss) per share: Basic earnings (loss) per share (1) $ 1.68 $ ( 94.01 ) $ 41.18 $ ( 105.64 ) Diluted earnings (loss) per share (1) $ 1.52 $ ( 94.01 ) $ 33.56 $ ( 105.64 ) (1) Basic and fully diluted earnings (loss) per share for class A and class B common stock are the same. |
Schedule of Weighted Average of Potential Class A Common Stock Excluded from Computation of Earnings (Loss) Per Share | For the three and six months ended June 30, 2023 and 2022, the following weighted average shares of potential class A common stock were excluded from the diluted earnings (loss) per share calculation because their impact would have been anti-dilutive (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Stock options 643 1,474 677 1,393 Restricted stock units 35 116 39 111 Performance stock units 0 0 0 0 Employee stock purchase plan 0 5 2 4 2025 Convertible Notes 0 1,633 0 1,633 2027 Convertible Notes 0 733 0 733 Total 678 3,961 718 3,874 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Revenues and Long-Lived Assets, by Geographic Region | The following table presents total revenues, gross profit, and long-lived assets (in thousands) according to geographic region. Long-lived assets are comprised of right-of-use assets and property and equipment, net. Geographic regions: U.S. EMEA Other Regions Consolidated Three months ended June 30, 2023 Total revenues $ 71,427 $ 37,109 $ 11,864 $ 120,400 Gross profit $ 56,780 $ 28,809 $ 7,690 $ 93,279 Three months ended June 30, 2022 Total revenues $ 74,172 $ 35,578 $ 12,323 $ 122,073 Gross profit $ 61,108 $ 27,335 $ 8,426 $ 96,869 Six months ended June 30, 2023 Total revenues $ 141,104 $ 75,129 $ 26,082 $ 242,315 Gross profit $ 110,969 $ 58,506 $ 17,778 $ 187,253 Six months ended June 30, 2022 Total revenues $ 141,638 $ 74,866 $ 24,846 $ 241,350 Gross profit $ 115,437 $ 58,037 $ 16,995 $ 190,469 As of June 30, 2023 Long-lived assets $ 78,687 $ 6,936 $ 3,148 $ 88,771 As of December 31, 2022 Long-lived assets $ 83,279 $ 6,466 $ 3,865 $ 93,610 |
Digital Assets - Summary of Dig
Digital Assets - Summary of Digital Asset Holdings (Details) $ in Thousands | Jun. 30, 2023 USD ($) Bitcoin | Dec. 31, 2022 USD ($) Bitcoin |
Intangible Assets Net Excluding Goodwill [Abstract] | ||
Approximate number of bitcoins held | Bitcoin | 152,333 | 132,500 |
Digital assets | $ 2,323,252 | $ 1,840,028 |
Cumulative digital asset impairment losses | $ 2,196,216 | $ 2,153,162 |
Digital Assets - Summary of D_2
Digital Assets - Summary of Digital Asset Purchases and Digital Asset Impairment Losses (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) Bitcoin | Jun. 30, 2022 USD ($) Bitcoin | Jun. 30, 2023 USD ($) Bitcoin | Jun. 30, 2022 USD ($) Bitcoin | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||||
Approximate number of bitcoins purchased | Bitcoin | 12,333 | 481 | 19,833 | 5,308 |
Digital asset purchases | $ 347,003 | $ 10,000 | $ 526,278 | $ 225,500 |
Digital asset impairment losses | $ 24,143 | $ 917,838 | $ 43,054 | $ 1,087,929 |
Digital Assets - Additional Inf
Digital Assets - Additional Information (Detail) | 6 Months Ended | ||
Jun. 30, 2023 USD ($) Bitcoin | Mar. 24, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Trade credit payable, outstanding | $ 0 | ||
Carrying value of bitcoin held by the company | $ 2,323,252,000 | $ 1,840,028,000 | |
Secured Notes Due Twenty Twenty Eight | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Number of digital assets held as collateral for 2028 Secured Notes | Bitcoin | 15,264 | ||
Carrying value of bitcoin held by the company | $ 239,500,000 | ||
Interest rate, fixed percentage | 6.125% | ||
2025 Secured Term Loan | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Debt Instrument, Face Amount | $ 205,000,000 |
Contract Balances - Schedule of
Contract Balances - Schedule of Accounts Receivable (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Billed and billable | $ 124,595 | $ 191,844 |
Less: allowance for credit losses | (2,694) | (2,564) |
Accounts receivable, net | $ 121,901 | $ 189,280 |
Contract Balances - Additional
Contract Balances - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Contract With Customer Asset And Liability [Line Items] | |||||
Revenue, Remaining performance obligation | $ 294,300,000 | $ 294,300,000 | |||
Prepaid Expenses and Other Current Assets | |||||
Contract With Customer Asset And Liability [Line Items] | |||||
Non-current contract assets | 900,000 | 900,000 | $ 600,000 | ||
Deposits And Other Assets | |||||
Contract With Customer Asset And Liability [Line Items] | |||||
Current contract assets | 1,100,000 | 1,100,000 | $ 700,000 | ||
Current Deferred Revenue and Advanced Payments | |||||
Contract With Customer Asset And Liability [Line Items] | |||||
Revenue recognized from beginning deferred revenue | 62,300,000 | $ 58,900,000 | 143,100,000 | $ 133,800,000 | |
Contract Assets | |||||
Contract With Customer Asset And Liability [Line Items] | |||||
Assets impairment charges | $ 0 | $ 0 | $ 0 | $ 0 |
Contract Balances - Deferred Re
Contract Balances - Deferred Revenue and Advance Payments (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred Revenue Disclosure [Abstract] | ||
Deferred product licenses revenue, Current | $ 974 | $ 2,825 |
Deferred subscription services revenue, Current | 49,898 | 51,861 |
Deferred product support revenue, Current | 141,605 | 155,366 |
Deferred other services revenue, Current | 3,340 | 7,376 |
Total current deferred revenue and advance payments | 195,817 | 217,428 |
Deferred product licenses revenue, Non-current | 2,493 | 2,742 |
Deferred subscription services revenue, Non-current | 2,888 | 3,030 |
Deferred product support revenue, Non-current | 5,340 | 6,387 |
Deferred other services revenue, Non-current | 523 | 604 |
Total non-current deferred revenue and advance payments | $ 11,244 | $ 12,763 |
Contract Balances - Additiona_2
Contract Balances - Additional Information (Detail1) $ in Millions | Jun. 30, 2023 USD ($) |
Contract With Customer Asset And Liability [Line Items] | |
Revenue, Remaining performance obligation | $ 294.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-07-01 | |
Contract With Customer Asset And Liability [Line Items] | |
Revenue, Remaining performance obligations, Expected timing of satisfaction, Period | 12 months |
Revenue, Remaining performance obligation | $ 229.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-07-01 | |
Contract With Customer Asset And Liability [Line Items] | |
Revenue, Remaining performance obligations, Expected timing of satisfaction, Period |
Long-term Debt - Schedule of Ne
Long-term Debt - Schedule of Net Carrying Amount of Long-term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total | $ 2,177,974 | $ 2,378,560 |
Convertible Senior Notes due 2025 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 642,405 | 640,888 |
Convertible Senior Notes due 2027 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 1,035,290 | 1,033,277 |
Secured Notes Due Twenty Twenty Eight | ||
Debt Instrument [Line Items] | ||
Total | 490,356 | 489,547 |
Secured Term Loan Due Twenty Twenty Five | ||
Debt Instrument [Line Items] | ||
Total | 0 | 204,688 |
Other Long-Term Secured Debt | ||
Debt Instrument [Line Items] | ||
Total | $ 9,923 | $ 10,160 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 24, 2023 USD ($) | Mar. 23, 2022 USD ($) | Jun. 14, 2021 USD ($) | Jun. 30, 2022 USD ($) | Feb. 28, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jun. 30, 2023 USD ($) Bitcoin shares | Mar. 31, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Bitcoin shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Payment to extinguishment of debt | $ 160,033,000 | $ 0 | ||||||||||
Gain on extinguishment of debt | $ 0 | $ 0 | 44,686,000 | 0 | ||||||||
Current portion of long-term debt, net | $ 468,000 | $ 468,000 | $ 454,000 | |||||||||
Senior Secured Notes Due Twenty Twenty Eight | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 500,000,000 | |||||||||||
Interest rate, fixed percentage | 6.125% | |||||||||||
Periodic payment description | The 2028 Secured Notes bear interest at a fixed rate of 6.125% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021. | |||||||||||
Payment start date | Dec. 15, 2021 | |||||||||||
Debt instrument, maturity date | Jun. 15, 2028 | |||||||||||
Debt instrument, first springing maturity date | Sep. 15, 2025 | |||||||||||
Debt instrument, second springing maturity date | Nov. 16, 2026 | |||||||||||
Convertible Senior Notes due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 650,000,000 | |||||||||||
Interest rate, fixed percentage | 0.75% | |||||||||||
Periodic payment description | The 2025 Convertible Notes are senior unsecured obligations of the Company and bear interest at a fixed rate of 0.750% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021. | |||||||||||
Payment start date | Jun. 15, 2021 | |||||||||||
Debt instrument, maturity date | Dec. 15, 2025 | |||||||||||
Number of shares convertible from notes | shares | 1,633,190 | 1,633,190 | ||||||||||
Total Interest Paid | $ 2,400,000 | 2,400,000 | $ 2,400,000 | 2,400,000 | ||||||||
Additional interest paid | $ 0 | $ 0 | ||||||||||
Convertible Senior Notes due 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 1,050,000,000 | |||||||||||
Interest rate, fixed percentage | 0% | |||||||||||
Periodic payment description | The 2027 Convertible Notes are senior unsecured obligations of the Company and do not bear regular interest. However, holders of the 2027 Convertible Notes may receive special interest under specified circumstances as outlined in the indenture relating to the issuance of the 2027 Convertible Notes. Any special interest is payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021 | |||||||||||
Payment start date | Aug. 15, 2021 | |||||||||||
Debt instrument, maturity date | Feb. 15, 2027 | |||||||||||
Number of shares convertible from notes | shares | 733,005 | 733,005 | ||||||||||
Convertible Senior Notes due 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Total Interest Paid | $ 0 | $ 0 | ||||||||||
Secured Notes Due Twenty Twenty Eight | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate, fixed percentage | 6.125% | 6.125% | ||||||||||
Total Interest Paid | $ 15,300,000 | 15,300,000 | $ 15,300,000 | 15,300,000 | ||||||||
Interest expense | $ 7,656,000 | 7,656,000 | $ 15,312,000 | 15,312,000 | ||||||||
Debt instrument, first springing maturity date | Sep. 15, 2025 | |||||||||||
Debt instrument, second springing maturity date | Nov. 16, 2026 | |||||||||||
Unencumbered existing digital assets | Bitcoin | 92,079 | 92,079 | ||||||||||
Secured Notes Due Twenty Twenty Eight | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Springing maturity condition FCCR liquidity percentage | 130% | |||||||||||
Springing maturity condition 1 liquidity percentage | 130% | |||||||||||
Springing maturity condition 2 liquidity percentage | 130% | |||||||||||
Secured Notes Due Twenty Twenty Eight | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Springing maturity condition FCCR - aggregate principal of FCCR convertible notes outstanding | $ 100,000,000 | |||||||||||
Springing maturity condition 1- aggregate principal of 2025 convertible notes outstanding | 100,000,000 | |||||||||||
Springing maturity condition 2- aggregate principal of 2027 convertible notes outstanding | $ 100,000,000 | |||||||||||
Secured Term Loan Due Twenty Twenty Five | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 205,000,000 | $ 205,000,000 | ||||||||||
Total Interest Paid | $ 5,100,000 | 1,600,000 | 1,600,000 | |||||||||
Interest expense | $ 0 | 2,207,000 | $ 3,781,000 | 2,383,000 | ||||||||
Interest paid included in Payoff Amount | 1,100,000 | 1,100,000 | ||||||||||
Prepayment of Debt | 161,000,000 | |||||||||||
Payment to extinguishment of debt | 159,900,000 | |||||||||||
Extinguishment of third party fees | 100,000 | |||||||||||
Repayment of debt | 204,700,000 | |||||||||||
Gain on extinguishment of debt | $ 44,700,000 | |||||||||||
LTV Percentage Maximum | 50% | |||||||||||
Number of bitcoins remained unencumbered | Bitcoin | 82,991 | 82,991 | ||||||||||
Secured Term Loan Due Twenty Twenty Five | Collateral Pledged | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Cash reserve | $ 5,000,000 | |||||||||||
Reserve Fund Against Payoff Amount | $ 5,000,000 | |||||||||||
Other Long-Term Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Outstanding Principal Balance | $ 10,600,000 | $ 10,600,000 | ||||||||||
Debt Instrument, Face Amount | $ 11,100,000 | $ 11,100,000 | $ 11,100,000 | |||||||||
Interest rate, fixed percentage | 5.20% | 5.20% | 5.20% | |||||||||
Debt instrument, maturity year month | 2027-06 | |||||||||||
Net carrying value | 10,400,000 | 10,400,000 | ||||||||||
Current portion of long-term debt, net | $ 500,000 | $ 500,000 |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Net Carrying Amount of Liability Component (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | $ 1,700,000 | $ 1,700,000 |
Unamortized Issuance Costs | (22,305) | (25,835) |
Net Carrying Value | 1,677,695 | 1,674,165 |
June 30, 2023 | 1,382,232 | 758,800 |
Convertible Senior Notes due 2025 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 650,000 | 650,000 |
Unamortized Issuance Costs | (7,595) | (9,112) |
Net Carrying Value | 642,405 | 640,888 |
June 30, 2023 | 710,232 | 364,000 |
Convertible Senior Notes due 2027 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 1,050,000 | 1,050,000 |
Unamortized Issuance Costs | (14,710) | (16,723) |
Net Carrying Value | 1,035,290 | 1,033,277 |
June 30, 2023 | 672,000 | 394,800 |
Secured Notes Due Twenty Twenty Eight | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 500,000 | 500,000 |
Unamortized Issuance Costs | (9,644) | (10,453) |
June 30, 2023 | 448,835 | 369,800 |
Net Carrying | $ 490,356 | 489,547 |
Secured Term Loan Due Twenty Twenty Five | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 205,000 | |
Unamortized Issuance Costs | (312) | |
June 30, 2023 | 205,000 | |
Net Carrying | $ 204,688 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest Expense Related to Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Amortization of Issuance Costs | $ 4,400 | $ 4,297 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | $ 1,219 | $ 1,219 | 2,438 | 2,438 |
Amortization of Issuance Costs | 1,767 | 1,753 | 3,530 | 3,503 |
Total interest expense | 2,986 | 2,972 | 5,968 | 5,941 |
Convertible Senior Notes due 2025 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | 1,219 | 1,219 | 2,438 | 2,438 |
Amortization of Issuance Costs | 760 | 750 | 1,517 | 1,498 |
Total interest expense | 1,979 | 1,969 | 3,955 | 3,936 |
Convertible Senior Notes due 2027 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | 0 | 0 | 0 | 0 |
Amortization of Issuance Costs | 1,007 | 1,003 | 2,013 | 2,005 |
Total interest expense | 1,007 | 1,003 | 2,013 | 2,005 |
Secured Notes Due Twenty Twenty Eight | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | 7,656 | 7,656 | 15,312 | 15,312 |
Amortization of Issuance Costs | 408 | 382 | 809 | 758 |
Total interest expense | 8,064 | 8,038 | 16,121 | 16,070 |
Secured Term Loan Due Twenty Twenty Five | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | $ 0 | 2,207 | 3,781 | 2,383 |
Amortization of Issuance Costs | 33 | 31 | 36 | |
Total interest expense | $ 2,240 | $ 3,812 | $ 2,419 |
Long-term Debt - Schedule of Ma
Long-term Debt - Schedule of Maturities of Debt Instruments (Detail) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Instrument [Line Items] | |
2024 | $ 525 |
2025 | 555 |
2026 | 1,150,584 |
2027 | 1,058,937 |
2028 | 0 |
Thereafter | 0 |
Total | 2,210,601 |
Convertible Senior Notes due 2025 | |
Debt Instrument [Line Items] | |
2024 | 0 |
2025 | 0 |
2026 | 650,000 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total | 650,000 |
Convertible Senior Notes due 2027 | |
Debt Instrument [Line Items] | |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 1,050,000 |
2028 | 0 |
Thereafter | 0 |
Total | 1,050,000 |
Senior Secured Notes Due Twenty Twenty Eight | |
Debt Instrument [Line Items] | |
2024 | 0 |
2025 | 0 |
2026 | 500,000 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total | 500,000 |
Other Long-Term Secured Debt | |
Debt Instrument [Line Items] | |
2024 | 525 |
2025 | 555 |
2026 | 584 |
2027 | 8,937 |
2028 | 0 |
Thereafter | 0 |
Total | $ 10,601 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2023 | Mar. 31, 2023 | Aug. 31, 2022 |
Commitments And Contingencies Disclosure [Abstract] | |||
Chairman of the Board of Directors and Executive Chairman's personal income taxes involved with civil complaint in the District of Columbia | $ 25 | ||
Loss contingency estimate minimum loss | $ 1.2 | $ 0.2 | |
Loss contingency accrued | $ 1 |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Detail) - USD ($) | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Apr. 29, 2023 | Dec. 31, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Treasury stock, shares | 8,684,000 | 8,684,000 | ||
Treasury stock, cost | $ 782,104,000 | $ 782,104,000 | ||
Class A | Share Repurchase Program | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Shares repurchased program expiration date | Apr. 29, 2023 | |||
Stock authorized to repurchase by board of directors | $ 800,000,000 | |||
Treasury stock, shares repurchased | 0 | 0 | ||
Treasury stock, shares | 5,674,226 | |||
Shares repurchased, average price per share | $ 104.13 | |||
Treasury stock, cost | $ 590,900,000 | |||
Stock remaining available for repurchase | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Income Taxes [Line Items] | |||||
Effective tax rate from operations | 1,708.90% | 8% | |||
(Benefit from) provision for income taxes | $ (60,296) | $ 136,108 | $ (513,483) | $ 88,085 | |
Pretax loss | 38,053 | $ 926,190 | 30,047 | $ 1,104,964 | |
Valuation allowance | 2,600 | 2,600 | |||
Other Long-Term Liabilities | |||||
Income Taxes [Line Items] | |||||
Unrecognized tax benefits | $ 6,100 | $ 6,100 | $ 6,100 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 23, 2023 | Dec. 31, 2022 | |
Stock Option Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding, shares | 1,441,000 | 1,441,000 | 1,577,000 | |||
Stock options vested | 163,500 | |||||
Aggregate fair value of stock option vested | $ 44,500,000 | |||||
Weighted average grant date fair value of stock option awards | $ 190.86 | $ 219.79 | ||||
Share-based compensation expense recognized | $ 10,500,000 | $ 12,300,000 | $ 23,400,000 | $ 22,700,000 | ||
Unrecognized share-based compensation expense | 98,200,000 | $ 98,200,000 | ||||
Unrecognized compensation expense expected to be recognized | 2 years 4 months 24 days | |||||
Stock option awards granted | 36,000 | |||||
Share-settled Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate fair value of stock option vested | $ 5,100,000 | |||||
Share-based compensation expense recognized | $ 3,900,000 | 3,200,000 | $ 7,300,000 | |||
Unrecognized compensation expense expected to be recognized | 3 years 1 month 6 days | |||||
Restricted stock units outstanding | 210,969 | 210,969 | 120,000 | |||
Share-settled restricted stock units vested | 12,847 | |||||
Number of shares withheld to satisfy tax obligations | 2,792 | |||||
Shares issued | 10,055 | |||||
Granted, weighted average grant date fair value (in dollars per share) | $ 277.59 | $ 272.82 | ||||
Unrecognized share-based compensation expense | $ 58,800,000 | $ 58,800,000 | ||||
Share-settled Performance Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate fair value of stock option vested | $ 0 | |||||
Unrecognized compensation expense expected to be recognized | 3 years | |||||
Restricted stock units outstanding | 27,000 | 27,000 | 0 | |||
Unrecognized share-based compensation expense | $ 12,700,000 | $ 12,700,000 | ||||
Other Stock Based Awards and Cash Settled RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense recognized | 400,000 | 700,000 | $ 1,100,000 | $ 500,000 | ||
Unrecognized compensation expense expected to be recognized | 1 year 8 months 12 days | |||||
Unrecognized share-based compensation expense | 800,000 | $ 800,000 | ||||
2023 Equity Plan | Share-settled Performance Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Weighted average grant date fair value of stock option awards | $ 486.18 | |||||
Share-based compensation expense recognized | $ 300,000 | $ 300,000 | ||||
Restricted stock units outstanding | 26,737 | 26,737 | ||||
2023 Equity Plan | Maximum | Share-settled Performance Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of target performance stock unit awards granted | 200% | |||||
2023 Equity Plan | Minimum | Share-settled Performance Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of target performance stock unit awards granted | 0% | |||||
2023 Equity Plan | Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, stock authorized | 1,932,703 | |||||
Shares of class A common stock reserved and available for future issuance | 171,066 | 171,066 | ||||
Vesting period | 4 years | |||||
2023 Equity Plan | Class A | Stock Option Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding, shares | 1,440,696 | 1,440,696 | ||||
2023 Equity Plan | Class A | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, stock authorized | 1,732,703 | |||||
2023 Equity Plan | New Shares of Class A Authorized for Issuance | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, stock authorized | 200,000 | |||||
2023 Equity Plan | Board of Director | Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
2021 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense recognized | $ 400,000 | $ 500,000 | $ 1,000,000 | $ 1,100,000 | ||
Unrecognized compensation expense expected to be recognized | 2 months 12 days | |||||
Unrecognized share-based compensation expense | $ 300,000 | $ 300,000 | ||||
2021 Employee Stock Purchase Plan | Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, stock authorized | 100,000 | 100,000 | ||||
Shares of class A common stock reserved and available for future issuance | 66,791 | 66,791 | ||||
Common stock, shares issued | 12,672 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 | |
Weighted Average Remaining Contractual Term (Years) | |
Exercisable as of June 30, 2023 | 3 years 8 months 12 days |
Expected to vest as of June 30, 2023 | 8 years 3 months 18 days |
Total | 5 years 6 months |
Stock Option Awards | |
Options outstanding, shares | |
Beginning Balance | 1,577 |
Granted | 36 |
Exercised | (83) |
Forfeited/Expired | (89) |
Ending Balance | 1,441 |
Exercisable as of June 30, 2023 | 880 |
Expected to vest as of June 30, 2023 | 561 |
Total | 1,441 |
Weighted Average Exercise Price Per Share | |
Beginning Balance | $ 288.30 |
Granted | 284.06 |
Exercised | 145.15 |
Forfeited/Expired | 400.57 |
Ending Balance | 289.58 |
Exercisable as of June 30, 2023 | 238.07 |
Expected to vest as of June 30, 2023 | 370.46 |
Total | $ 289.58 |
Aggregate Intrinsic Value | |
Exercised | $ 11,675 |
Exercisable as of June 30, 2023 | 140,690 |
Expected to vest as of June 30, 2023 | 35,325 |
Total | $ 176,015 |
Schedule of Range of Exercise P
Schedule of Range of Exercise Prices per Share (Detail) - Stock Option Awards | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares, Stock Options Outstanding | shares | 1,441,000 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 289.58 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 5 years 6 months |
121.43 - 200.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices per Share, minimum | $ 121.43 |
Range of Exercise Prices per Share, maximum | $ 200 |
Shares, Stock Options Outstanding | shares | 807,000 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 136.99 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 3 years 4 months 24 days |
200.01 - 300.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices per Share, minimum | $ 200.01 |
Range of Exercise Prices per Share, maximum | $ 300 |
Shares, Stock Options Outstanding | shares | 113,000 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 252.02 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 9 years 4 months 24 days |
300.01 - 400.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices per Share, minimum | $ 300.01 |
Range of Exercise Prices per Share, maximum | $ 400 |
Shares, Stock Options Outstanding | shares | 3 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 301.63 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 9 years 10 months 24 days |
400.01 - 500.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices per Share, minimum | $ 400.01 |
Range of Exercise Prices per Share, maximum | $ 500 |
Shares, Stock Options Outstanding | shares | 287,000 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 409.16 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 8 years 3 months 18 days |
600.01 - 691.23 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices per Share, minimum | $ 600.01 |
Range of Exercise Prices per Share, maximum | $ 691.23 |
Shares, Stock Options Outstanding | shares | 231,000 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 691.23 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 7 years 2 months 12 days |
Assumptions Used in Black-Schol
Assumptions Used in Black-Scholes Pricing Model (Detail) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Option Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of award in years | 6 years 3 months 18 days | |
Expected volatility, Minimum | 71.80% | 58.40% |
Expected volatility, Maximum | 74.10% | 69.50% |
Risk-free interest rate, Minimum | 3.70% | 1.90% |
Risk-free interest rate, Maximum | 3.90% | 2.90% |
Expected dividend yield | 0% | 0% |
Stock Option Awards | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of award in years | 5 years 6 months | |
Stock Option Awards | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of award in years | 6 years 3 months 18 days | |
Share-settled Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of award in years | 3 years | |
Expected volatility | 95.60% | |
Risk-free interest rate | 4.10% | |
Expected dividend yield | 0% |
Summary of Share-Settled Restri
Summary of Share-Settled Restricted Stock Unit Activity (Detail) - Share-settled Restricted Stock Units $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Number of Shares/Units | |
Beginning Balance | 120,000 |
Granted | 112,000 |
Vested | (13,000) |
Forfeited | (8,000) |
Ending Balance | 210,969 |
Expected to vest as of June 30, 2023 | 211,000 |
Aggregate Intrinsic Value | |
Vested | $ | $ 3,690 |
Expected to vest as of June 30, 2023 | $ | $ 72,240 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Share-Settled Performance Stock Unit (Detail) - Share-settled Performance Stock Units shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) shares | |
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Nonvested Roll Forward | |
Beginning Balance | 0 |
Granted | 27 |
Vested | 0 |
Forfeited | 0 |
Ending Balance | 27 |
Expected to vest as of June 30, 2023 | 27 |
Aggregate Intrinsic Value | |
Vested | $ | $ 0 |
Expected to vest as of June 30, 2023 | $ | $ 18,311 |
Summary of Components of Tax (B
Summary of Components of Tax (Benefit) Expense Related To Equity Plan (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Tax (benefit) expense related to: | ||||
Share-based compensation expense | $ (2,754) | $ (3,343) | $ (5,979) | $ (6,240) |
Exercises of stock options and vesting of share-settled restricted stock units | 370 | 57 | 285 | 110 |
Total tax benefit related to the Company's equity plans | $ (2,384) | $ (3,286) | $ (5,694) | $ (6,130) |
Basic and Diluted Earnings (L_3
Basic and Diluted Earnings (Loss) per Share - Additional Information (Detail) - shares | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A | ||
Class of Stock [Line Items] | ||
Common stock, votes per share | one | |
Class B Convertible | ||
Class of Stock [Line Items] | ||
Common stock, votes per share | ten |
Basic and Diluted Earnings (L_4
Basic and Diluted Earnings (Loss) per Share - Computation of Basic and Diluted Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Class Of Stock [Line Items] | |||||
Net income (loss) - Basic | $ 22,243 | $ (1,062,298) | $ 483,436 | $ (1,193,049) | |
Net income (loss) - Diluted | $ 24,392 | $ (1,062,298) | $ 487,719 | $ (1,193,049) | |
Total weighted average shares of common stock outstanding - Basic | 13,247 | 11,300 | 11,739 | 11,294 | |
Total weighted average shares of common stock outstanding - Diluted | 16,095 | 11,300 | 14,534 | 11,294 | |
Earnings (loss) per share: | |||||
Basic earnings (loss) per share (1) | [1] | $ 1.68 | $ (94.01) | $ 41.18 | $ (105.64) |
Diluted earnings (loss) per share (1) | [1] | $ 1.52 | $ (94.01) | $ 33.56 | $ (105.64) |
2025 Convertible Notes | |||||
Class Of Stock [Line Items] | |||||
Interest expense on Convertible Notes, net of tax | $ 1,424 | $ 0 | $ 2,838 | $ 0 | |
Total weighted average shares of common stock outstanding - Diluted | 1,633 | 0 | 1,633 | 0 | |
2027 Convertible Notes | |||||
Class Of Stock [Line Items] | |||||
Interest expense on Convertible Notes, net of tax | $ 725 | $ 0 | $ 1,445 | $ 0 | |
Total weighted average shares of common stock outstanding - Diluted | 733 | 0 | 733 | 0 | |
Stock Option Awards | |||||
Class Of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Diluted | 441 | 0 | 398 | 0 | |
RSU | |||||
Class Of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Diluted | 37 | 0 | 29 | 0 | |
Employee Stock Purchase Plan | |||||
Class Of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Diluted | 1 | 0 | 0 | 0 | |
Performance stock units | |||||
Class Of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Diluted | 3 | 0 | 2 | 0 | |
Class A | |||||
Class Of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Basic | 11,283 | 9,336 | 9,775 | 9,330 | |
Class B | |||||
Class Of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Basic | 1,964 | 1,964 | 1,964 | 1,964 | |
[1] Basic and fully diluted earnings (loss) per share for class A and class B common stock are the same. |
Basic and Diluted Earnings (L_5
Basic and Diluted Earnings (Loss) per Share - Schedule of Weighted Average of Potential Class A Common Stock Excluded from Computation of Earnings (Loss) Per Share (Detail) - Class A - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 678 | 3,961 | 718 | 3,874 |
2025 Convertible Notes | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 0 | 1,633 | 0 | 1,633 |
2027 Convertible Notes | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 0 | 733 | 0 | 733 |
Stock options | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 643 | 1,474 | 677 | 1,393 |
RSU | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 35 | 116 | 39 | 111 |
Employee stock purchase plan | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 0 | 5 | 2 | 4 |
Performance stock units | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 0 | 0 | 0 | 0 |
At-the-Market Equity Offerings
At-the-Market Equity Offerings - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
May 01, 2023 | Sep. 09, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
2022 Sales Agreement | |||||
At Market Equity Offerings [Line Items] | |||||
Common stock, shares issued | 1,567,430 | ||||
Cowen and BTIG | 2022 Sales Agreement | |||||
At Market Equity Offerings [Line Items] | |||||
Proceeds from sale of class A common stock under public offerings | $ 385,200,000 | ||||
Class A | |||||
At Market Equity Offerings [Line Items] | |||||
Common stock, shares issued | 20,803,000 | 20,803,000 | 18,269,000 | ||
Class A | 2022 Sales Agreement | |||||
At Market Equity Offerings [Line Items] | |||||
Common stock, shares issued | 1,348,855 | 1,348,855 | |||
Class A | 2023 Sales Agreement | |||||
At Market Equity Offerings [Line Items] | |||||
Common stock, shares issued | 1,079,170 | 1,079,170 | |||
Class A | Cowen and BTIG | 2022 Sales Agreement | |||||
At Market Equity Offerings [Line Items] | |||||
Aggregate offering | $ 500,000,000 | ||||
Maximum commission percentage on stock sales | 2% | ||||
Proceeds from sale of class A common stock under public offerings | $ 339,000,000 | ||||
Class A | Cowen and Canaccord Genuity | 2023 Sales Agreement | |||||
At Market Equity Offerings [Line Items] | |||||
Aggregate offering | $ 625,000,000 | ||||
Maximum commission percentage on stock sales | 2% | ||||
Proceeds from sale of class A common stock under public offerings | $ 333,500,000 | 333,500,000 | |||
Common stock remained available for issuance | $ 290,000 | $ 290,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 Country Customer | Jun. 30, 2022 Customer Country | Jun. 30, 2023 Country Segment Customer | Jun. 30, 2022 Country Customer | Dec. 31, 2022 Country | |
Segment Reporting Information | |||||
Number of operating segments | Segment | 1 | ||||
Geographic Concentration Risk | |||||
Segment Reporting Information | |||||
Number of Individual Country accounted for 10% or more of total revenues | 0 | 0 | 0 | 0 | |
Number of Individual country accounted for 10% or more of total consolidated assets | 0 | 0 | 0 | ||
Customer Concentration Risk | Sales Revenue, Goods, Net | |||||
Segment Reporting Information | |||||
Number of Individual Customer accounted for 10% or more of total consolidated revenues | Customer | 0 | 0 | 0 | 0 |
Total Revenues Gross Profit and
Total Revenues Gross Profit and Long Lived Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | $ 120,400 | $ 122,073 | $ 242,315 | $ 241,350 | |
Gross profit | 93,279 | 96,869 | 187,253 | 190,469 | |
Long-lived assets | 88,771 | 88,771 | $ 93,610 | ||
U.S | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | 71,427 | 74,172 | 141,104 | 141,638 | |
Gross profit | 56,780 | 61,108 | 110,969 | 115,437 | |
Long-lived assets | 78,687 | 78,687 | 83,279 | ||
EMEA | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | 37,109 | 35,578 | 75,129 | 74,866 | |
Gross profit | 28,809 | 27,335 | 58,506 | 58,037 | |
Long-lived assets | 6,936 | 6,936 | 6,466 | ||
Other Regions | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | 11,864 | 12,323 | 26,082 | 24,846 | |
Gross profit | 7,690 | $ 8,426 | 17,778 | $ 16,995 | |
Long-lived assets | $ 3,148 | $ 3,148 | $ 3,865 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Board of Directors & Executive Chairman - USD ($) | 3 Months Ended | ||
Jun. 12, 2023 | Jun. 24, 2022 | Mar. 31, 2023 | |
Excess Agreement | |||
Related Party Transaction [Line Items] | |||
One time payment fee | $ 600,000 | ||
Related party transaction, description | The Company paid Mr. Saylor $600,000 for a one-year term under the Excess Agreement | ||
Excess indemnity coverage payable | $ 10,000,000 | ||
Refund of pro rate portion of previous payment | 489,863 | ||
Tail Agreement | |||
Related Party Transaction [Line Items] | |||
One time payment fee | 150,000 | ||
Coverage amount | 40,000,000 | ||
Additional amount | $ 150,000 | $ 150,000 | |
Related party transaction, description | $150,000 for a 90-day term under the Tail Agreement | ||
Extended term | 90 days | 90 days | |
2023 Tail Agreement | |||
Related Party Transaction [Line Items] | |||
One time payment fee | $ 157,000 | ||
Additional amount | $ 157,000 | ||
Extended term | 1 year |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2023 USD ($) Bitcoin | Jun. 30, 2023 USD ($) Bitcoin | Jun. 30, 2022 USD ($) Bitcoin | Jun. 30, 2023 USD ($) Bitcoin | Jun. 30, 2022 USD ($) Bitcoin | |
Subsequent Event [Line Items] | |||||
Purchase of bitcoins, value | $ | $ 347,003,000 | $ 10,000,000 | $ 526,278,000 | $ 225,500,000 | |
Number Of Bitcoins Purchased | Bitcoin | 12,333 | 481 | 19,833 | 5,308 | |
Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Purchase of bitcoins, value | $ | $ 14,400,000 | ||||
Purchase price per bitcoins | $ | $ 30,788 | ||||
Number Of Bitcoins Purchased | Bitcoin | 467 | ||||
2028 Secured Notes | Collateral Pledged | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Number Of Bitcoins Purchased | Bitcoin | 467 |