Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 25, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
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 $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 000-24435 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0323571 | |
Entity Address, Address Line One | 1850 Towers Crescent Plaza | |
Entity Address, City or Town | Tysons Corner | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22182 | |
City Area Code | 703 | |
Local Phone Number | 848-8600 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 17,468,045 | |
Class B Convertible | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,964,025 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 66,923 | $ 46,817 |
Restricted cash | 1,878 | 1,856 |
Accounts receivable, net | 112,234 | 183,815 |
Prepaid expenses and other current assets | 27,234 | 35,407 |
Total current assets | 208,269 | 267,895 |
Digital assets | 5,687,890 | 3,626,476 |
Property and equipment, net | 28,332 | 28,941 |
Right-of-use assets | 53,591 | 57,343 |
Deposits and other assets | 43,449 | 24,300 |
Deferred tax assets, net | 1,031,542 | 757,573 |
Total assets | 7,053,073 | 4,762,528 |
Current liabilities: | ||
Accounts payable, accrued expenses, and operating lease liabilities | 44,188 | 43,090 |
Accrued compensation and employee benefits | 46,853 | 50,045 |
Accrued interest | 5,066 | 1,493 |
Current portion of long-term debt, net | 145,119 | 483 |
Deferred revenue and advance payments | 204,837 | 228,162 |
Total current liabilities | 446,063 | 323,273 |
Long-term debt, net | 3,703,381 | 2,182,108 |
Deferred revenue and advance payments | 5,964 | 8,524 |
Operating lease liabilities | 56,544 | 61,086 |
Other long-term liabilities | 5,965 | 22,208 |
Deferred tax liabilities | 357 | 357 |
Total liabilities | 4,218,274 | 2,597,556 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred stock undesignated, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 4,785,336 | 3,957,728 |
Treasury stock, at cost; [8,684] shares and 8,684 shares, respectively | (782,104) | (782,104) |
Accumulated other comprehensive loss | (13,550) | (11,444) |
Accumulated deficit | (1,154,911) | (999,234) |
Total stockholders' equity | 2,834,799 | 2,164,972 |
Total liabilities and stockholders' equity | 7,053,073 | 4,762,528 |
Class A | ||
Stockholders' Equity | ||
Common stock | 26 | 24 |
Class B Convertible | ||
Stockholders' Equity | ||
Common stock | $ 2 | $ 2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 25,787,000 | 23,588,000 |
Common stock, shares outstanding | 17,103,000 | 14,904,000 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Revenues: | |||||
Total revenues | $ 111,442 | $ 120,400 | $ 226,688 | $ 242,315 | |
Cost of revenues: | |||||
Total cost of revenues | 30,935 | 27,121 | 60,950 | 55,062 | |
Gross profit | 80,507 | 93,279 | 165,738 | 187,253 | |
Operating expenses: | |||||
Sales and marketing | 34,251 | 37,660 | 67,702 | 73,766 | |
Research and development | 30,311 | 29,354 | 59,494 | 60,712 | |
General and administrative | 36,129 | 28,830 | 70,795 | 56,736 | |
Digital asset impairment losses | 180,090 | 24,143 | 371,723 | 43,054 | |
Total operating expenses | 280,781 | 119,987 | 569,714 | 234,268 | |
Loss from operations | (200,274) | (26,708) | (403,976) | (47,015) | |
Interest expense, net | (15,466) | (11,095) | (27,347) | (26,025) | |
Gain on debt extinguishment | 0 | 0 | 0 | 44,686 | |
Other income (expense), net | 694 | (250) | 2,390 | (1,693) | |
Loss before income taxes | (215,046) | (38,053) | (428,933) | (30,047) | |
Benefit from income taxes | (112,487) | (60,296) | (273,256) | (513,483) | |
Net (loss) income | $ (102,559) | $ 22,243 | $ (155,677) | $ 483,436 | |
Basic (loss) earnings per share (1) | [1] | $ (5.74) | $ 1.68 | $ (8.88) | $ 41.18 |
Weighted average shares outstanding used in computing basic (loss) earnings per share | 17,861 | 13,247 | 17,533 | 11,739 | |
Diluted (loss) earnings per share (1) | [1] | $ (5.74) | $ 1.52 | $ (8.88) | $ 33.56 |
Weighted average shares outstanding used in computing diluted (loss) earnings per share | 17,861 | 16,095 | 17,533 | 14,534 | |
Total product licenses and subscription services | |||||
Revenues: | |||||
Total revenues | $ 33,366 | $ 35,400 | $ 69,270 | $ 71,622 | |
Cost of revenues: | |||||
Total cost of revenues | 10,354 | 7,660 | 19,525 | 16,050 | |
Product licenses | |||||
Revenues: | |||||
Total revenues | 9,286 | 15,522 | 22,224 | 32,934 | |
Cost of revenues: | |||||
Total cost of revenues | 794 | 444 | 1,361 | 978 | |
Subscription services | |||||
Revenues: | |||||
Total revenues | 24,080 | 19,878 | 47,046 | 38,688 | |
Cost of revenues: | |||||
Total cost of revenues | 9,560 | 7,216 | 18,164 | 15,072 | |
Product support | |||||
Revenues: | |||||
Total revenues | 61,740 | 66,081 | 124,425 | 131,562 | |
Cost of revenues: | |||||
Total cost of revenues | 8,193 | 5,816 | 16,740 | 11,584 | |
Other services | |||||
Revenues: | |||||
Total revenues | 16,336 | 18,919 | 32,993 | 39,131 | |
Cost of revenues: | |||||
Total cost of revenues | $ 12,388 | $ 13,645 | $ 24,685 | $ 27,428 | |
[1] Basic and fully diluted (loss) earnings per share for class A and class B common stock are the same. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (102,559) | $ 22,243 | $ (155,677) | $ 483,436 |
Other comprehensive (loss) income, net of applicable taxes: | ||||
Foreign currency translation adjustment | (381) | (87) | (2,106) | 651 |
Total other comprehensive (loss) income | (381) | (87) | (2,106) | 651 |
Comprehensive (loss) income | $ (102,940) | $ 22,156 | $ (157,783) | $ 484,087 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock Class A | Common Stock Class B Convertible | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
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 | 1,964 | (8,684) | ||||
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 | 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 plan, (in shares) | 13 | 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 | 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 | 0 | 0 | ||||
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 | 1,964 | (8,684) | ||||
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 | 1,964 | (8,684) | ||||
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 | 1,964 | (8,684) | ||||
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 | 1,964 | (8,684) | ||||
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 | 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 | 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 | 0 | 0 | ||||
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 | 1,964 | (8,684) | ||||
Net Income (Loss) | (143,441) | $ 0 | $ 0 | 0 | $ 0 | 0 | (143,441) |
Other comprehensive income (loss) | (2,205) | 0 | 0 | 0 | 0 | (2,205) | 0 |
Issuance of class A common stock upon exercise of stock options | 2,113 | $ 0 | $ 0 | 2,113 | 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 10 | 0 | |||||
Issuance of class A common stock under employee stock purchase plan | 1,575 | $ 0 | $ 0 | 1,575 | $ 0 | 0 | 0 |
Issuance of class A common stock under employee stock purchase plan, (in shares) | 7 | 0 | 0 | ||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (747) | $ 0 | $ 0 | (747) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 4 | 0 | |||||
Issuance of class A common stock under public offerings, net of issuance costs | 147,218 | $ 0 | $ 0 | 147,218 | $ 0 | 0 | 0 |
Issuance of class A common stock under public offerings, net of issuance costs, (in shares) | 403 | 0 | 0 | ||||
Share-based compensation expense | 16,764 | $ 0 | $ 0 | 16,764 | $ 0 | 0 | 0 |
Ending Balance at Sep. 30, 2023 | 840,395 | $ 21 | $ 2 | 2,726,191 | $ (782,104) | (15,355) | (1,088,360) |
Ending Balance (in shares) at Sep. 30, 2023 | 21,227 | 1,964 | (8,684) | ||||
Net Income (Loss) | 89,126 | $ 0 | $ 0 | 0 | $ 0 | 0 | 89,126 |
Other comprehensive income (loss) | 3,911 | 0 | 0 | 0 | 0 | 3,911 | 0 |
Issuance of class A common stock upon exercise of stock options | 16,302 | $ 1 | $ 0 | 16,301 | $ 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 82 | 0 | 0 | ||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (2,841) | $ 0 | $ 0 | (2,841) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 12 | 0 | 0 | ||||
Issuance of class A common stock under public offerings, net of issuance costs | 1,200,415 | $ 2 | $ 0 | 1,200,413 | $ 0 | 0 | 0 |
Issuance of class A common stock under public offerings, net of issuance costs, (in shares) | 2,267 | 0 | 0 | ||||
Share-based compensation expense | 17,664 | $ 0 | $ 0 | 17,664 | $ 0 | 0 | 0 |
Ending Balance at Dec. 31, 2023 | 2,164,972 | $ 24 | $ 2 | 3,957,728 | $ (782,104) | (11,444) | (999,234) |
Ending Balance (in shares) at Dec. 31, 2023 | 23,588 | 1,964 | (8,684) | ||||
Net Income (Loss) | (53,118) | $ 0 | $ 0 | 0 | $ 0 | 0 | (53,118) |
Other comprehensive income (loss) | (1,725) | 0 | 0 | 0 | 0 | (1,725) | 0 |
Issuance of class A common stock upon exercise of stock options | 136,088 | $ 0 | $ 0 | 136,088 | 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 573 | 0 | |||||
Issuance of class A common stock under employee stock purchase plan | 2,071 | $ 0 | $ 0 | 2,071 | $ 0 | 0 | 0 |
Issuance of class A common stock under employee stock purchase plan, (in shares) | 7 | 0 | 0 | ||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (1,273) | $ 0 | $ 0 | (1,273) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 4 | 0 | 0 | ||||
Issuance of class A common stock under public offerings, net of issuance costs | 137,152 | $ 0 | $ 0 | 137,152 | $ 0 | 0 | 0 |
Issuance of class A common stock under public offerings, net of issuance costs, (in shares) | 195 | 0 | 0 | ||||
Share-based compensation expense | 15,938 | $ 0 | $ 0 | 15,938 | $ 0 | 0 | 0 |
Ending Balance at Mar. 31, 2024 | 2,400,105 | $ 24 | $ 2 | 4,247,704 | $ (782,104) | (13,169) | (1,052,352) |
Ending Balance (in shares) at Mar. 31, 2024 | 24,367 | 1,964 | (8,684) | ||||
Beginning Balance at Dec. 31, 2023 | 2,164,972 | $ 24 | $ 2 | 3,957,728 | $ (782,104) | (11,444) | (999,234) |
Beginning Balance (in shares) at Dec. 31, 2023 | 23,588 | 1,964 | (8,684) | ||||
Net Income (Loss) | (155,677) | ||||||
Other comprehensive income (loss) | (2,106) | ||||||
Ending Balance at Jun. 30, 2024 | 2,834,799 | $ 26 | $ 2 | 4,785,336 | $ (782,104) | (13,550) | (1,154,911) |
Ending Balance (in shares) at Jun. 30, 2024 | 25,787 | 1,964 | (8,684) | ||||
Beginning Balance at Mar. 31, 2024 | 2,400,105 | $ 24 | $ 2 | 4,247,704 | $ (782,104) | (13,169) | (1,052,352) |
Beginning Balance (in shares) at Mar. 31, 2024 | 24,367 | 1,964 | (8,684) | ||||
Net Income (Loss) | (102,559) | $ 0 | $ 0 | 0 | $ 0 | 0 | (102,559) |
Other comprehensive income (loss) | (381) | 0 | 0 | 0 | 0 | (381) | 0 |
Issuance of class A common stock upon exercise of stock options | 17,261 | $ 0 | $ 0 | 17,261 | $ 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 122 | 0 | 0 | ||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (932) | $ 0 | $ 0 | (932) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 31 | 0 | 0 | ||||
Issuance of class A common stock upon conversions of convertible senior notes | 500,815 | $ 2 | $ 0 | 500,813 | $ 0 | 0 | 0 |
Issuance of class A common stock upon conversions of convertible senior notes (in shares) | 1,267 | 0 | 0 | ||||
Share-based compensation expense | 20,490 | $ 0 | $ 0 | 20,490 | $ 0 | 0 | 0 |
Ending Balance at Jun. 30, 2024 | $ 2,834,799 | $ 26 | $ 2 | $ 4,785,336 | $ (782,104) | $ (13,550) | $ (1,154,911) |
Ending Balance (in shares) at Jun. 30, 2024 | 25,787 | 1,964 | (8,684) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities: | ||
Net (loss) income | $ (155,677) | $ 483,436 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 6,701 | 6,661 |
Reduction in carrying amount of right-of-use assets | 4,126 | 4,320 |
Credit losses and sales allowances | (44) | 438 |
Deferred taxes | (278,067) | (530,628) |
Release of liabilities for unrecognized tax benefits | (73) | (102) |
Share-based compensation expense | 38,412 | 33,049 |
Digital asset impairment losses | 371,723 | 43,054 |
Amortization of issuance costs on long-term debt | 6,399 | 4,400 |
Gain on debt extinguishment | 0 | (44,686) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 20,119 | 17,737 |
Prepaid expenses and other current assets | 7,914 | 4,861 |
Deposits and other assets | (8,163) | 1,189 |
Accounts payable and accrued expenses | (8,164) | (9,400) |
Accrued compensation and employee benefits | (18,059) | (15,559) |
Accrued interest | 3,641 | (1,336) |
Deferred revenue and advance payments | 24,994 | 26,952 |
Operating lease liabilities | (5,467) | (5,233) |
Other long-term liabilities | (5,057) | (228) |
Net cash provided by operating activities | 5,258 | 18,925 |
Investing activities: | ||
Purchases of digital assets | (2,433,137) | (526,278) |
Purchases of property and equipment | (2,268) | (1,138) |
Net cash used in investing activities | (2,435,405) | (527,416) |
Financing activities: | ||
Proceeds from convertible senior notes | 2,203,750 | 0 |
Payments to settle conversions of convertible senior notes | (44) | 0 |
Repayments of secured term loan and third-party extinguishment costs | 0 | (160,033) |
Repayments of other long-term secured debt | (266) | (254) |
Proceeds from sale of common stock under public offerings | 137,765 | 676,068 |
Issuance costs paid related to sale of common stock under public offerings | (613) | (3,628) |
Proceeds from exercise of stock options | 153,349 | 12,104 |
Payment of withholding tax on vesting of restricted stock units | (2,173) | (726) |
Net cash provided by financing activities | 2,451,831 | 525,911 |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (1,556) | (235) |
Net increase in cash, cash equivalents, and restricted cash | 20,128 | 17,185 |
Cash, cash equivalents, and restricted cash, beginning of period | 48,673 | 50,868 |
Cash, cash equivalents, and restricted cash, end of period | 68,801 | 68,053 |
Convertible Senior Notes | ||
Financing activities: | ||
Issuance costs paid for convertible senior notes | (42,008) | 0 |
Employee Stock Purchase Plan | ||
Financing activities: | ||
Proceeds from sales under employee stock purchase plan | $ 2,071 | $ 2,380 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (102,559) | $ (53,118) | $ 89,126 | $ (143,441) | $ 22,243 | $ 461,193 | $ (155,677) | $ 483,436 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Name and Title Date of Adoption Phong Le ( President & Chief Executive Officer ) May 7, 2024 Andrew Kang ( Senior Executive Vice President & Chief Financial Officer ) May 2, 2024 W. Ming Shao ( Senior Executive Vice President & General Counsel ) May 4, 2024 Jeanine Montgomery ( Senior Vice President & Chief Accounting Officer ) May 3, 2024 |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Phong Le | |
Trading Arrangements, by Individual | |
Name | Phong Le |
Title | President & Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 7, 2024 |
Andrew Kang | |
Trading Arrangements, by Individual | |
Name | Andrew Kang |
Title | Senior Executive Vice President & Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 2, 2024 |
W. Ming Shao | |
Trading Arrangements, by Individual | |
Name | W. Ming Shao |
Title | Senior Executive Vice President & General Counsel |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 4, 2024 |
Jeanine Montgomery | |
Trading Arrangements, by Individual | |
Name | Jeanine Montgomery |
Title | Senior Vice President & Chief Accounting Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 3, 2024 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023. There have been no significant changes in the Company’s accounting policies since December 31, 2023. 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. |
Recent Accounting Standards
Recent Accounting Standards | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Standards | (2) Recent Accounting Standards Crypto Assets In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). ASU 2023-08 requires in-scope crypto assets (including the Company's bitcoin holdings) to be measured at fair value in the statement of financial position, with gains and losses from changes in the fair value of such crypto assets recognized in net income each reporting period. ASU 2023-08 also requires certain interim and annual disclosures for crypto assets within the scope of the standard. The standard is effective for the Company for interim and annual periods beginning January 1, 2025, with a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period in which the Company adopts the guidance. Prior periods will not be restated. Early adoption is permitted in any interim or annual period for which an entity's financial statements have not been issued as of the beginning of the annual reporting period. The Company expects the adoption of ASU 2023-08 will have a material impact on its consolidated balance sheets, statements of operations, statements of cash flows and disclosures. Although the Company will continue to initially record its bitcoin purchases at cost, upon adopting ASU 2023-08, any subsequent increases or decreases in fair value will be recognized as incurred in the Company's Consolidated Statements of Operations, and the fair value of the Company’s bitcoin will be reflected within the Company's Consolidated Balance Sheets each reporting period-end. Upon adopting ASU 2023-08, the Company will no longer account for its bitcoin under a cost-less-impairment accounting model. The Company is currently evaluating early adoption of ASU 2023-08 and the potential implications of unrealized fair value gains and losses as they relate to the changing global tax landscape. If the Company were to adopt this guidance during 2024, it estimates that its 2024 beginning retained earnings balance would increase by approximately $ 3.1 billion. Income Taxes In December 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. Segment Reporting In November 2023, the FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures surrounding reportable segments, particularly (i) significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included in the reported measure(s) of a segment's profit and loss and (ii) other segment items that reconcile segment revenue and significant expenses to the reported measure(s) of a segment's profit and loss, both on an annual and interim basis. Companies are also required to provide all annual disclosures currently required under Topic 280 in interim periods, in addition to disclosing the title and position of the CODM and how the CODM uses the reported measure(s) of segment profit and loss in assessing segment performance and allocating resources. The standard is effective for the Company for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025, with updates applied retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures. |
Digital Assets
Digital Assets | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Digital Assets | (3) 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, 2024 2023 Approximate number of bitcoins held 226,331 189,150 Digital assets carrying value $ 5,687,890 $ 3,626,476 Cumulative digital asset impairment losses $ 2,640,736 $ 2,269,013 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, 2024 or December 31, 2023, respectively, and not as of June 30, 2024 or December 31, 2023, 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 no t sell any of its bitcoins during the three and six months ended June 30, 2024 or 2023, respectively. Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Approximate number of bitcoins purchased 12,053 12,333 37,181 19,833 Digital asset purchases $ 793,828 $ 347,003 $ 2,433,137 $ 526,278 Digital asset impairment losses $ 180,090 $ 24,143 $ 371,723 $ 43,054 From time to time, the Company may be extended short-term credits from its 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. In the first quarter of 2024, certain of the assets of MacroStrategy LLC (“MacroStrategy”), a wholly-owned subsidiary of the Company, including bitcoin, were subject to a first priority security interest and lien in order to secure the repayment of short-term trade credits taken in its name. While trade credits are outstanding, the Company may incur interest fees and be required to maintain minimum balances in its trading and collateral accounts with such execution partners. As of June 30, 2024 , the Company had no outstanding trade credits payable. As of June 30, 2024 and December 31, 2023, respectively, approximately 50,610 and 16,081 of the bitcoins held by the Company, which had carrying values of approximately $ 2.220 billion and $ 263.9 million on the Company’s Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 , respectively, served 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 5, Long-term Debt , to the Consolidated Financial Statements. |
Contract Balances
Contract Balances | 6 Months Ended |
Jun. 30, 2024 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Contract Balances | (4) 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-cancellable 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, 2024 2023 Billed and billable $ 114,094 $ 186,884 Less: allowance for credit losses ( 1,860 ) ( 3,069 ) Accounts receivable, net $ 112,234 $ 183,815 Changes in the allowance for credit losses were not material for the three and six months ended June 30, 2024. 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 consisted of $ 1.8 million and $ 1.2 million, as of June 30, 2024 and December 31, 2023 , respectively, related to performance obligations or services being rendered in advance of future invoicing associated with multi-year contracts and accrued sales and usage-based royalty revenue. 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 $ 5.4 million and $ 0.9 million, as of June 30, 2024 and December 31, 2023, 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, 2024 and 2023 , 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-cancellable 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, 2024 2023 Current: Deferred product licenses revenue $ 4,200 $ 3,579 Deferred subscription services revenue 69,566 65,512 Deferred product support revenue 127,170 152,012 Deferred other services revenue 3,901 7,059 Total current deferred revenue and advance payments $ 204,837 $ 228,162 Non-current: Deferred product licenses revenue $ 0 $ 0 Deferred subscription services revenue 1,623 3,097 Deferred product support revenue 3,974 4,984 Deferred other services revenue 367 443 Total non-current deferred revenue and advance payments $ 5,964 $ 8,524 During the three and six months ended June 30, 2024 , the Company recognized revenues of $ 64.1 million and $ 145.0 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2024. 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. For the three and six months ended June 30, 2024 and 2023, 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, 2024 , the Company had an aggregate transaction price of $ 360.7 million allocated to the remaining performance obligation related to subscription services, product support, product licenses, and other services contracts. The Company expects to recognize $ 242.4 million within the next 12 months and the remainder thereafter . |
Long-term Debt
Long-term Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Long-term Debt | (5) Long-term Debt The net carrying value of the Company’s outstanding debt (in thousands) consisted of the following, as of: June 30, 2024 December 31, 2023 2025 Convertible Notes $ 144,618 $ 643,931 2027 Convertible Notes 1,039,327 1,037,306 2030 Convertible Notes 783,220 0 2031 Convertible Notes 593,259 0 2032 Convertible Notes 786,095 0 2028 Secured Notes 492,057 491,193 Other long-term secured debt 9,924 10,161 Total $ 3,848,500 $ 2,182,591 Reported as: Current portion of long-term debt, net 145,119 483 Long-term debt, net 3,703,381 2,182,108 Total $ 3,848,500 $ 2,182,591 Convertible Senior Notes The Company has issued the following convertible notes (collectively, the “Convertible Notes”) in private offerings: • $ 650.0 million aggregate principal amount of 0.750 % Convertible Senior Notes due 2025 (the “2025 Convertible Notes”) ; • $ 1.050 billion aggregate principal amount of 0 % Convertible Senior Notes due 2027 (the “2027 Convertible Notes”); • $ 800.0 million aggregate principal amount of 0.625 % Convertible Senior Notes due 2030 (the “2030 Convertible Notes”); • $ 603.8 million aggregate principal amount of 0.875 % Convertible Senior Notes due 2031 (the “2031 Convertible Notes”); and • $ 800.0 million aggregate principal amount of 2.25 % Convertible Senior Notes due 2032 (the “2032 Convertible Notes”). The Convertible Notes are senior unsecured obligations of the Company and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. The following table summarizes the key terms of each of the Convertible Notes (principal at inception, net proceeds, and issuance costs are each reported in thousands): 2025 Convertible Notes 2027 Convertible Notes 2030 Convertible Notes 2031 Convertible Notes 2032 Convertible Notes Issuance Date December 2020 February 2021 March 2024 March 2024 June 2024 Maturity Date (1) December 15, 2025 February 15, 2027 March 15, 2030 March 15, 2031 June 15, 2032 Principal at Inception $ 650,000 $ 1,050,000 $ 800,000 $ 603,750 $ 800,000 Stated Interest Rate (2) 0.750 % 0.000 % 0.625 % 0.875 % 2.250 % Interest Payment Dates (3) June 15 & December 15 February 15 & August 15 March 15 & September 15 March 15 & September 15 June 15 & December 15 Net Proceeds $ 634,749 $ 1,025,830 $ 782,000 $ 592,567 $ 786,000 Issuance Costs (4) $ 15,251 $ 24,170 $ 18,000 $ 11,183 $ 14,000 Effective Interest Rate (4) 1.23 % 0.39 % 1.14 % 1.30 % 2.63 % Date of Holder Put Option (5) n/a n/a September 15, 2028 September 15, 2028 June 15, 2029 Initial Conversion Rate (6) 2.5126 0.6981 0.6677 0.4297 0.4894 Initial Conversion Price (7) $ 397.99 $ 1,432.46 $ 1,497.68 $ 2,327.21 $ 2,043.32 Convertible at any time after the following date (8) (9) June 13, 2024 August 15, 2026 September 15, 2029 September 15, 2030 December 15, 2031 Not redeemable by the Company prior to the following date (10) December 20, 2023 February 20, 2024 March 22, 2027 March 22, 2028 June 20, 2029 Redemption Date (11) July 15, 2024 n/a n/a n/a n/a (1) “Maturity Date” is the stated maturity date under each applicable indenture governing such notes, unless earlier converted, redeemed, or repurchased in accordance with their terms. (2) Holders may receive additional or special interest under specified circumstances as outlined under each applicable indenture governing the Convertible Notes. (3) For the Convertible Notes issued in 2024, interest payments begin on (a) September 15, 2024 for each of the 2030 Convertible Notes and the 2031 Convertible Notes, and (b) December 15, 2024 for the 2032 Convertible Notes. (4) “Issuance Costs” reflect the customary offering expenses associated with each of the Convertible Notes. The Company accounts for these issuance costs as a reduction to the principal amount of the respective Convertible Notes and amortizes the issuance costs to interest expense from the respective debt issuance dates through the earlier of the “Maturity Date” or the “Date of Holder Put Option,” if applicable, at the “Effective Interest Rates” stated in the table. (5) “Date of Holder Put Option” represents the respective dates upon which holders of the 2030 Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes each have a noncontingent right to require the Company to repurchase for cash all or any portion of their respective notes at a repurchase price equal to 100 % of the principal amount of such notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date. (6) The “Initial Conversion Rate” is stated in shares of the Company’s class A common stock per $ 1,000 principal amount. The conversion rates are subject to customary anti-dilution adjustments. In addition, following certain events that may occur prior to the respective maturity dates or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its respective Convertible Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in each indenture governing the respective Convertible Notes. (7) The “Initial Conversion Price” is stated in dollars per share of the Company’s class A common stock. (8) On or after the stated dates until the close of business on the second scheduled trading day immediately preceding the respective maturity dates, holders may convert the Convertible Notes at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s class A common stock, or a combination of cash and shares of class A common stock, at the Company’s election. For the 2025 Convertible Notes, the date presented is the date on which the Company delivered its notice of full redemption of the 2025 Convertible Notes, which resulted in the 2025 Convertible Notes being convertible at any time thereafter until 5:00 p.m., New York City time, on July 11, 2024. See below under “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” for further information. (9) Prior to the respective dates, the Convertible Notes are convertible only under the following circumstances: (a) during any calendar quarter commencing after the calendar quarte r ending on March 31, 2021 for the 2025 Convertible Notes, on June 30, 2021 for the 2027 Convertible Notes, on June 30, 2024 for the 2030 Convertible Notes and 2031 Convertible Notes, or on September 30, 2024 for the 2032 Convertible Notes (and only during such calendar quarter), if the last reported sale price of the Company’s class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price of the respective Convertible Notes on each applicable trading day; (b) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under each applicable indenture governing the respective Convertible Notes) per $ 1,000 principal amount of the respective Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s class A common stock and the applicable conversion rate on each such trading day; (c) if the Company calls any or all of the respective Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and (d) upon occurrence of specified corporate events as described in each applicable indenture governing the respective Convertible Notes. (10) The Company may redeem for cash all or a portion of the Convertible Notes at its option, on or after the stated dates, if the last reported sale price of the Company’s class A common stock has been at least 130 % of the conversion price of the respective Convertible Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. See below “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” subsection for information regarding the Company’s notice of redemption of the 2025 Convertible Notes. (11) “Redemption Date” is the date on which the Company redeemed all outstanding 2025 Convertible Notes. See discussion further below under “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” pertaining to redemption of the 2025 Convertible Notes. If the Company undergoes a “fundamental change,” as defined in the respective indentures governing the Convertible Notes prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their respective Convertible Notes at a fundamental change repurchase price equal to 100 % of the principal amount of the respective Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The respective indentures governing the Convertible Notes contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25 % in principal amount outstanding of the respective Convertible Notes may declare 100 % of the principal of, and accrued and unpaid interest, if any, on, all the respective Convertible Notes to be due and payable. Although the Convertible Notes contain embedded conversion features, the Company accounts for the Convertible Notes in their entirety as a liability because the conversion features are indexed to the Company’s class A common stock and meet the criteria for classification in stockholders’ equity and therefore do not qualify for separate derivative accounting. Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes On June 13, 2024, the Company announced that it delivered a notice of redemption (the “Redemption Notice”) to the trustee of the 2025 Convertible Notes for redemption of all $ 650.0 million in aggregate principal amount of the 2025 Convertible Notes then outstanding on July 15, 2024 (the “Redemption Date”). Due to the Company’s issuance of the Redemption Notice, the 2025 Convertible Notes became convertible at the option of the holders of such notes from the delivery of the Redemption Notice until 5:00 p.m., New York City time, on July 11, 2024. The Company elected to satisfy its conversion obligation with respect to the 2025 Convertible Notes by delivering solely shares of its class A common stock, together with cash in lieu of any fractional shares. Holders of the 2025 Convertible Notes requested to convert $ 649.7 million in principal amount of the 2025 Convertible Notes prior to the Redemption Date. The Company settled conversion requests in respect of $ 504.4 million in principal amount of the 2025 Convertible Notes during the quarter ended June 30, 2024, resulting in the issuance of 1,267,240 shares of the Company’s class A common stock and payment of a nominal amount of cash in lieu of fractional shares, and settled conversion requests in respect of $ 145.3 million in principal amount of the 2025 Convertible Notes during the period from July 1, 2024 to July 15, 2024, resulting in the issuance of 365,065 shares of the Company’s class A common stock and payment of a nominal amount of cash in lieu of fractional shares, in each case in accordance with the terms and provisions of the indenture governing the 2025 Convertible Notes. On the Redemption Date, the Company redeemed $ 0.3 million aggregate principal amount of 2025 Convertible Notes, constituting all of the 2025 Convertible Notes then outstanding, at an aggregate redemption price of $ 0.3 million in cash, equal to 100 % of the principal amount of the 2025 Convertible Notes redeemed, plus accrued and unpaid interest, to but excluding the Redemption Date. Collective Convertible Notes Disclosures There have been no adjustments to the initial conversion rates for any of the Convertible Notes as of June 30, 2024. As of June 30, 2024 , the maximum number of shares into which the Convertible Notes could have been potentially converted if the conversion features were triggered at the conversion rates then in effect based on the Convertible Notes then outstanding on such date was 365,920 shares, 733,005 shares, 534,160 shares, 259,431 shares, and 391,520 shares for the 2025 Convertible Notes, 2027 Convertible Notes, 2030 Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes, respectively. Other than the 2025 Convertible Notes (for which convertibility is discussed above under the “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” subsection), the Convertible Notes were not convertible at the option of the holders during the six months ended June 30, 2024 or 2023. Other than the Company’s issuance of the Redemption Notice for the redemption of all of the outstanding 2025 Convertible Notes, the Company had no t redeemed any of the Convertible Notes as of June 30, 2024. As of June 30, 2024, the net carrying value of the 2025 Convertible Notes was classified as a short-term liability in the “Current portion of long-term debt, net” line item in the Company’s Consolidated Balance Sheet, and the net carrying value of the remaining Convertible Notes was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheet. As of December 31, 2023, the net carrying value of all 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 Sheet. The following is a summary of the Company’s convertible debt instruments as of June 30, 2024 (in thousands): June 30, 2024 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 145,634 $ ( 1,016 ) $ 144,618 $ 517,929 Level 2 2027 Convertible Notes 1,050,000 ( 10,673 ) 1,039,327 1,228,500 Level 2 2030 Convertible Notes 800,000 ( 16,780 ) 783,220 887,706 Level 2 2031 Convertible Notes 603,750 ( 10,491 ) 593,259 543,466 Level 2 2032 Convertible Notes 800,000 ( 13,905 ) 786,095 754,008 Level 2 Total $ 3,399,384 $ ( 52,865 ) $ 3,346,519 $ 3,931,609 The following is a summary of the Company’s convertible debt instruments as of December 31, 2023 (in thousands): December 31, 2023 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ ( 6,069 ) $ 643,931 $ 1,074,713 Level 2 2027 Convertible Notes 1,050,000 ( 12,694 ) 1,037,306 913,808 Level 2 Total $ 1,700,000 $ ( 18,763 ) $ 1,681,237 $ 1,988,521 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, 2024 and 2023, interest expense related to the Convertible Notes was as follows (in thousands): Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 1,129 $ 712 $ 1,841 $ 1,219 $ 760 $ 1,979 2027 Convertible Notes 0 1,011 1,011 0 1,007 1,007 2030 Convertible Notes 1,250 972 2,222 0 0 0 2031 Convertible Notes 1,321 603 1,924 0 0 0 2032 Convertible Notes 650 95 745 0 0 0 Total $ 4,350 $ 3,393 $ 7,743 $ 1,219 $ 1,767 $ 2,986 For the six months ended June 30, 2024 and 2023, interest expense related to the Convertible Notes was as follows (in thousands): Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 2,348 $ 1,479 $ 3,827 $ 2,438 $ 1,517 $ 3,955 2027 Convertible Notes 0 2,021 2,021 0 2,013 2,013 2030 Convertible Notes 1,569 1,220 2,789 0 0 0 2031 Convertible Notes 1,512 692 2,204 0 0 0 2032 Convertible Notes 650 95 745 0 0 0 Total $ 6,079 $ 5,507 $ 11,586 $ 2,438 $ 3,530 $ 5,968 For each of the six months ended June 30, 2024 and 2023 , the Company paid $ 2.4 million in interest related to the Convertible Notes. The Company has no t paid any additional interest or special interest related to the Convertible Notes 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 November 16, 2026 as discussed further below. The Company has no t redeemed any of the 2028 Secured Notes as of June 30, 2024. The 2028 Secured Notes include a springing maturity feature that will cause the stated maturity date to spring ahead to: (1) November 16, 2026 (the “Springing Maturity Date”), unless on the 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 (2) 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. “Liquidity” is defined in the 2028 Secured Notes Indenture and includes the Digital Asset Market Value (as defined in the 2028 Secured Notes Indenture) of the bitcoin owned by the Company and its Restricted Subsidiaries (as defined in the 2028 Secured Notes Indenture) immediately prior to the issuance of the 2028 Secured Notes (which are referred to as “Existing Digital Assets”). As of June 30, 2024 , for purposes of calculating Liquidity, the Company and its Restricted Subsidiaries owned approximately 92,079 Existing Digital Assets, all of which were unencumbered. 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, 2023. 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, 2024. As of June 30, 2024 and December 31, 2023, 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, 2024 (in thousands): June 30, 2024 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ ( 7,943 ) $ 492,057 $ 484,640 Level 2 The following is a summary of the 2028 Secured Notes as of December 31, 2023 (in thousands): December 31, 2023 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ ( 8,807 ) $ 491,193 $ 485,070 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, 2024 and 2023, interest expense related to the 2028 Secured Notes was as follows (in thousands): Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 7,657 $ 435 $ 8,092 $ 7,656 $ 408 $ 8,064 For the six months ended June 30, 2024 and 2023, interest expense related to the 2028 Secured Notes was as follows (in thousands): Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 15,313 $ 864 $ 16,177 $ 15,312 $ 809 $ 16,121 For each of the six months ended June 30, 2024 and 2023 , the Company paid $ 15.3 million in interest related to the 2028 Secured Notes. Secured Term Loan On March 23, 2022, MacroStrategy 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, 2023. 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. 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 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. 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. After monthly payments made under the terms of the agreement, the loan had a net carrying value of $ 9.9 million and $ 10.2 million as of June 30, 2024 and December 31, 2023, respectively, and an outstanding principal balance of $ 10.1 million and $ 10.3 million as of June 30, 2024 and December 31, 2023, respectively. As of June 30, 2024 and December 31, 2023 , $ 0.5 million and $ 0.5 million of the respective net carrying values were short-term and were presented in “Current portion of long-term debt, net” in the Consolidated Balance Sheets. Maturities The following table shows the maturities of the Company’s debt instruments as of June 30, 2024 (in thousands). The principal payments related to the 2028 Secured Notes are included in the table below based on the Springing Maturity Date of November 16, 2026, as if the springing maturity feature discussed above were triggered. As of June 30, 2024, 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. The principal payments related to the 2030 Convertible Notes and 2031 Convertible Notes, respectively, are included in the table below as if the holders exercised their right to require the Company to repurchase all of the 2030 Convertible Notes and 2031 Convertible Notes on September 15, 2028. The principal payments related to the 2032 Convertible Notes are included in the table below as if the holders exercised their right to require the Company to repurchase all of the 2032 Convertible Notes on June 15, 2029. Payments due by period ended June 30, 2025 Convertible Notes 2027 Convertible Notes 2030 Convertible Notes 2031 Convertible Notes 2032 Convertible Notes 2028 Secured Notes Other long-term secured debt Total 2025 $ 145,634 $ 0 $ 0 $ 0 $ 0 $ 0 $ 555 $ 146,189 2026 0 0 0 0 0 0 584 584 2027 0 1,050,000 0 0 0 500,000 8,937 1,558,937 2028 0 0 0 0 0 0 0 0 2029 0 0 800,000 603,750 800,000 0 0 2,203,750 Thereafter 0 0 0 0 0 0 0 0 Total $ 145,634 $ 1,050,000 $ 800,000 $ 603,750 $ 800,000 $ 500,000 $ 10,076 $ 3,909,460 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (6) 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, 2024 or December 31, 2023. (b) Contingencies Brazil Matter 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. 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. On July 4, 2024, the Company’s Brazilian subsidiary signed a leniency agreement with Brazil’s Federal Comptroller General (“CGU”) and Federal General Attorney’s Office (“AGU”). The leniency agreement resulted from the Brazilian subsidiary’s voluntary disclosure in 2018 to the CGU and AGU of information that arose out of the internal review initiated in 2018 and subsequent cooperation with the CGU and AGU. As a result of the leniency agreement, the Brazilian subsidiary (i) agreed to pay approximately BRL 6.16 million (equivalent to approximately USD 1.1 million), (ii) agreed to certain undertakings regarding its compliance program, and (iii) has been granted immunity from debarment and other sanctions. In addition, the CGU will dismiss its pending administrative action against the Brazilian subsidiary over alleged procurement violations. The Company previously had estimated a minimum loss of $ 1.2 million in respect of these matters and in prior periods established a reserve equal to such amount. The Company believes that additional losses are probable in connection with these Brazilian matters. As of June 30, 2024, the Company remained unable to reasonably estimate a range of loss beyond such minimum loss. 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 Sheets as of June 30, 2024 and December 31, 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. Daedalus Matter As previously reported, 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 alleged that the Company 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 January 29, 2024, the parties executed a settlement agreement pursuant to which the Company received a fully paid-up license to all patents owned by Daedalus as of January 5, 2024, including the ’172 Patent and the ’076 Patent and filed a stipulation of dismissal with the court on February 27, 2024, which the court entered the same day thereby dismissing the case with prejudice. False Claims Act Matter 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 alleged 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 alleged 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. On August 22, 2023, the Company and Mr. Saylor filed a motion asking the court to reconsider its July 31 decision or, in the alternative, to certify for interlocutory review two case-dispositive issues relating to the validity of tax-related amendments to the District’s False Claims Act and authority of the Office of the Attorney General to sue for allegedly unpaid taxes. On October 31, 2023, the court denied Mr. Saylor’s and the Company’s motion for reconsideration or, in the alternative, certification for interlocutory review. On May 31, 2024, the District, Mr. Saylor, and the Company stipulated to the entry of a Consent Order and Judgment (“Consent Order”) with the court pursuant to which the District, upon receipt of all amounts due under the Consent Order, released Mr. Saylor and the Company from all claims and liabilities that the District asserted, could have asserted, or may assert in the future based on the conduct described in the complaints filed in the case. Under the Consent Order, Mr. Saylor and the Company did not admit to any of the allegations encompassed by the conduct described in the complaint, any violation of law or regulation, any other matter of fact or law, or any liability or wrongdoing, and agreed to pay $ 40,000,000 to the District to settle the case and resolve the litigation with the District. Pursuant to a separate agreement between Mr. Saylor and the Company, Mr. Saylor paid this settlement amount to the District in full and the Company is not obligated to make any contribution to this settlement payment. On July 15, 2024, Mr. Saylor and the Company entered into a separate agreement with counsel to Tributum, LLC, the relator in the case (“Relator”), to resolve the amount due to such counsel in satisfaction of Relator’s claims for statutory expenses, attorneys’ fees and costs. Pursuant to the separate agreement between Mr. Saylor and the Company, Mr. Saylor paid this settlement amount in full and the Company is not obligated to make any contribution to this settlement payment. Various Legal Proceedings and Contingent Liabilities 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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024, the Company recorded a benefit from income taxes of $ 273.3 million on a pretax loss of $ 428.9 million, which resulted in an effective tax rate of 63.7 %. 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 %. During the six months ended June 30, 2024, the Company’s benefit from income taxes primarily related to (i) a tax benefit related to share-based compensation (including the income tax effects of exercises of stock options and vesting of share-settled restricted stock units) and (ii) a tax benefit from an increase in the Company’s deferred tax asset related to the impairment on its bitcoin holdings. During the six months ended June 30, 2023, the Company’s benefit from income taxes primarily related to the release of a portion of the 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, 2024 , the Company had a valuation allowance of $ 1.4 million primarily related to the Company’s deferred tax assets related to foreign tax credits in certain jurisdictions that, in the Company’s present estimation, more likely than not will not be realized. As of June 30, 2024, the excess of the market value of the Company’s bitcoin over the cost basis of the Company’s bitcoin results in a significant built-in gain for tax purposes and is therefore a source of future taxable income that is expected to allow all of the U.S. net deferred tax assets to be realized. If the market value of bitcoin declines in future periods, the Company would need to assess other sources of forecasted taxable income of proper character, which could result in additional valuation allowances being recorded. 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, 2024 , the Company had gross unrecognized income tax benefits, including accrued interest, of $ 8.3 million, of which $ 4.5 million was recorded in “Other long-term liabilities” and $ 3.8 million was recorded in “Deferred tax assets, net” in the Company’s Consolidated Balance Sheet. As of December 31, 2023 , the Company had gross unrecognized income tax benefits, including accrued interest, of $ 8.3 million, all of which was recorded in “Other long-term liabilities” in the Company’s Consolidated Balance Sheet. As of June 30, 2024 and December 31, 2023 , the Company had income taxes receivable of $ 5.8 million and $ 15.3 million, respectively, recorded in “Prepaid expenses and other current assets” in the Company’s Consolidated Balance Sheets. |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | (8) Share-based Compensation Stock Incentive Plans Prior to its expiration, the Company maintained the 2013 Stock Incentive Plan (as amended, the “2013 Equity Plan”), under which the Company’s employees, officers, and directors were 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. In May 2023 , the 2013 Equity Plan expired and no new awards may be granted under the 2013 Equity Plan, although awards previously granted under the 2013 Equity Plan will continue to remain outstanding in accordance with their terms. The Company maintains the 2023 Equity Incentive Plan (the “2023 Equity Plan”) under which the Company’s employees, officers, directors, and other eligible participants may be awarded various types of share-based compensation, including options to purchase shares of the Company’s class A common stock, restricted stock units, performance stock units, and other stock-based awards. 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. As of June 30, 2024, there were 232,574 shares of class A common stock reserved and available for future issuance under the 2023 Equity Plan. The 2013 Equity Plan and the 2023 Equity Plan together are referred to herein as the “Stock Incentive Plans.” Stock option awards As of June 30, 2024, there were options to purchase 591,555 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, 2024: Stock Options Outstanding Weighted Average Aggregate Weighted Average Exercise Price Intrinsic Remaining Contractual Shares Per Share Value Term (Years) Balance as of January 1, 2024 1,294 $ 286.78 Granted 10 $ 1,594.74 Exercised ( 695 ) $ 220.77 $ 612,055 Forfeited/Expired ( 17 ) $ 447.47 Balance as of June 30, 2024 592 $ 379.99 Exercisable as of June 30, 2024 302 $ 344.16 $ 312,250 6.2 Expected to vest as of June 30, 2024 290 $ 417.41 $ 279,809 7.7 Total 592 $ 379.99 $ 592,059 7.0 Stock options outstanding as of June 30, 2024 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, 2024 Weighted Average Weighted Average Exercise Price Remaining Contractual Range of Exercise Prices per Share Shares Per Share Term (Years) $ 124.48 - $ 200.00 180 $ 155.97 5.6 $ 200.01 - $ 300.00 105 $ 249.98 8.3 $ 300.01 - $ 400.00 3 $ 301.63 8.9 $ 400.01 - $ 500.00 175 $ 411.68 7.6 $ 600.01 - $ 700.00 120 $ 691.23 6.7 $ 1,500.01 - $ 1,599.29 9 $ 1,594.74 9.7 Total 592 $ 379.99 7.0 An aggregate of 138,465 stock options with an aggregate grant date fair value of $ 37.5 million vested during the six months ended June 30, 2024 . The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $ 1,112.28 and $ 190.86 for each share subject to a stock option granted during the six months ended June 30, 2024 and 2023, respectively, based on the following assumptions: Six Months Ended June 30, 2024 2023 Expected term of awards in years 5.5 - 6.3 5.5 - 6.3 Expected volatility 75.1 % - 82.8 % 71.8 % - 74.1 % Risk-free interest rate 4.2 % - 4.5 % 3.7 % - 3.9 % Expected dividend yield 0.0 % 0.0 % For the three and six months ended June 30, 2024 , the Company recognized approximately $ 10.3 million and $ 20.1 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, 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. As of June 30, 2024 , there was approximately $ 56.8 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 1.9 years. Share-settled restricted stock units As of June 30, 2024, there were 163,868 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, 2024 185 Granted 31 Vested ( 37 ) $ 56,160 Forfeited ( 15 ) Balance as of June 30, 2024 164 Expected to vest as of June 30, 2024 164 $ 225,725 During the six months ended June 30, 2024, 37,458 share-settled restricted stock units having an aggregate grant date fair value of $ 11.7 million vested, and 2,506 shares were withheld to satisfy tax obligations, resulting in 34,952 issued shares. In the second quarter of 2024, the Company transitioned from a “net settlement” approach, which it previously used in nearly all jurisdictions in which restricted stock units were granted, to generally using a “sell-to-cover” approach for settling its share-settled restricted stock units. Under a “net settlement” approach, when settling restricted stock units, the Company withholds shares equal in value to the statutory withholding obligations and pays the tax withholding amount from its own cash reserves. Under a “sell-to-cover” approach, shares underlying vested awards are issued in full and participants sell shares in the market in amounts necessary to satisfy statutory withholding obligations. The tax withholding obligations are therefore satisfied with proceeds from these sales rather than from the Company’s cash reserves. 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, 2024 and 2023 was $ 1,452.21 and $ 277.59 , respectively, based on the fair value of the Company’s class A common stock. For the three and six months ended June 30, 2024 , the Company recognized approximately $ 7.4 million and $ 12.1 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, 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. As of June 30, 2024 , there was approximately $ 77.5 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 As of June 30, 2024, there were 30,285 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, 2024 25 Granted 6 Vested 0 $ 0 Forfeited ( 1 ) Balance as of June 30, 2024 30 Expected to vest as of June 30, 2024 30 $ 83,434 The weighted average grant date fair value of performance stock units using the Monte-Carlo simulation model was $ 3,071.27 and $ 486.18 for each performance stock unit granted during the six months ended June 30, 2024 and 2023, respectively, based on the following assumptions: Six Months Ended June 30, 2024 2023 Expected term of awards in years 3.0 3.0 Expected volatility 92.7 % 95.6 % Risk-free interest rate 4.4 % 4.1 % Expected dividend yield 0.0 % 0.0 % No performance stock units vested during the six months ended June 30, 2024 and 2023. For the three and six months ended June 30, 2024, the Company recognized approximately $ 2.4 million and $ 3.5 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan. For the three and six months ended June 30, 2023, the Company recognized approximately $ 0.3 million and $ 0.3 million, respectively, in share-based compensation expense from performance stock units granted under the 2023 Equity Plan. As of June 30, 2024, there was approximately $ 23.4 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 2.5 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, 2024, the Company recognized approximately $ 0.1 million and $ 1.9 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, 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. As of June 30, 2024 , there was approximately $ 0.4 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 0.6 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, 2024, 6,932 shares of class A common stock were issued in connection with the 2021 ESPP. As of June 30, 2024, 52,675 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, 2024, the Company recognized approximately $ 0.4 million and $ 0.8 million, respectively, in share-based compensation expense related to 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. As of June 30, 2024, 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, 2024 and 2023: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Tax (benefit) expense related to: Share-based compensation expense $ ( 3,887 ) $ ( 2,754 ) $ ( 8,079 ) $ ( 5,979 ) Exercises of stock options and vesting of share-settled restricted stock units ( 52,960 ) 370 ( 157,266 ) 285 Total tax benefit related to the Company's equity plans $ ( 56,847 ) $ ( 2,384 ) $ ( 165,345 ) $ ( 5,694 ) |
Basic and Diluted (Loss) Earnin
Basic and Diluted (Loss) Earnings per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Basic and Diluted (Loss) Earnings per Share | (9) Basic and Diluted (Loss) Earnings 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, 2024 and December 31, 2023 , 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 (loss) earnings per share (in thousands, except per share data) for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net (loss) income - Basic $ ( 102,559 ) $ 22,243 $ ( 155,677 ) $ 483,436 Effect of dilutive shares on net (loss) income: Interest expense on 2025 Convertible Notes, net of tax 0 1,424 0 2,838 Interest expense on 2027 Convertible Notes, net of tax 0 725 0 1,445 Net (loss) income - Diluted $ ( 102,559 ) $ 24,392 $ ( 155,677 ) $ 487,719 Denominator: Weighted average common shares of class A common stock 15,897 11,283 15,569 9,775 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 17,861 13,247 17,533 11,739 Effect of dilutive shares on weighted average common shares outstanding: Stock options 0 441 0 398 Restricted stock units 0 37 0 29 Performance stock units 0 3 0 2 Employee stock purchase plan 0 1 0 0 2025 Convertible Notes 0 1,633 0 1,633 2027 Convertible Notes 0 733 0 733 Total weighted average shares of common stock outstanding - Diluted 17,861 16,095 17,533 14,534 (Loss) earnings per share: Basic (loss) earnings per share (1) $ ( 5.74 ) $ 1.68 $ ( 8.88 ) $ 41.18 Diluted (loss) earnings per share (1) $ ( 5.74 ) $ 1.52 $ ( 8.88 ) $ 33.56 (1) Basic and fully diluted (loss) earnings per share for class A and class B common stock are the same. For the three and six months ended June 30, 2024 and 2023, the following weighted average shares of potential class A common stock were excluded from the diluted (loss) earnings per share calculation because their impact would have been anti-dilutive (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Stock options 614 643 831 677 Restricted stock units 187 35 184 39 Performance stock units 61 0 56 0 Employee stock purchase plan 2 0 1 2 2025 Convertible Notes 366 0 1,000 0 2027 Convertible Notes 733 0 733 0 2030 Convertible Notes 534 0 338 0 2031 Convertible Notes 259 0 150 0 2032 Convertible Notes 60 0 30 0 Total 2,816 678 3,323 718 |
At-the-Market Equity Offerings
At-the-Market Equity Offerings | 6 Months Ended |
Jun. 30, 2024 | |
At Market Equity Offerings [Abstract] | |
At-the-Market Equity Offerings | (10) At-the-Market Equity Offerings From time to time, the Company has entered into sales agreements with agents pursuant to which the Company could issue and sell shares of its class A common stock through at-the-market equity offering programs. Pursuant to these agreements, the Company agreed to pay the sales agents commissions for their services in acting as agents with respect to the sale of shares through the at-the-market equity offering programs and also agreed to provide the sales agents with reimbursement for certain incurred expenses and customary indemnification and contribution rights. The following table summarizes the terms and provisions of each sales agreement, and pursuant to each at-the-market equity offering program that was active during the six months ended June 30, 2024 and the year ended December 31, 2023. The maximum aggregate offering price and cumulative net proceeds (less sales commissions and expenses) for each at-the-market equity offering program in the following table are reported in thousands. November 2023 Sales Agreement August 2023 Sales Agreement May 2023 Sales Agreement 2022 Sales Agreement Agreement effective date November 30, 2023 August 1, 2023 May 1, 2023 September 9, 2022 Sales agents Cowen and Company, LLC, Canaccord Genuity LLC, and BTIG, LLC Cowen and Company, LLC, Canaccord Genuity LLC, and Berenberg Capital Markets LLC Cowen and Company, LLC and Canaccord Genuity LLC Cowen and Company, LLC and BTIG, LLC Maximum aggregate offering price $ 750,000 $ 750,000 $ 625,000 $ 500,000 Maximum commissions payable to sales agents on gross proceeds from the sale of shares 2.0 % 2.0 % 2.0 % 2.0 % Date terminated July 31, 2024 November 29, 2023 August 1, 2023 May 1, 2023 As of June 30, 2024: Cumulative shares sold under such sales agreement 1,272,077 1,592,950 1,079,170 1,567,430 Cumulative net proceeds received from shares sold under such sales agreement $ 747,025 $ 737,760 $ 333,494 $ 385,181 The following table summarizes the sales activity of each sales agreement that was active during 2024 or 2023 for the periods indicated. The net proceeds (less sales commissions and expenses) for each at-the-market equity offering program in the following table are reported in thousands. Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Number of shares sold under such sales agreement: 2022 Sales Agreement n/a 0 n/a 1,348,855 May 2023 Sales Agreement n/a 1,079,170 n/a 1,079,170 August 2023 Sales Agreement n/a n/a n/a n/a November 2023 Sales Agreement 0 n/a 195,162 n/a Total shares sold pursuant to at-the-market equity offering programs 0 1,079,170 195,162 2,428,025 Net proceeds received from shares sold under such sales agreement: 2022 Sales Agreement n/a $ 0 n/a $ 338,962 May 2023 Sales Agreement n/a 333,494 n/a 333,494 August 2023 Sales Agreement n/a n/a n/a n/a November 2023 Sales Agreement 0 n/a 137,152 n/a Total net proceeds received from shares sold pursuant to at-the-market equity offering programs $ 0 $ 333,494 $ 137,152 $ 672,456 The sales commissions and expenses related to each of the above at-the-market equity offering programs ar e considered direct and incremental costs and are charged against “Additional paid-in capital” on the Consolidated Balance Sheet in the period in which the corresponding shares are issued and sold. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | (11) Segment Information The Company manages its business in one reportable operating segment which is engaged in the design, development, marketing, and sales of its software platform through licensing arrangements and cloud subscriptions and related services. Beginning in 2024, the Company has broken out a Corporate & Other category, which is not considered an operating segment, and includes the impairment charges and other third-party costs associated with the Company’s digital asset holdings. The Company’s chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, does not manage the software segment operating results or allocate resources to the software segment when considering these Corporate & Other costs. The following tables present the breakout of the operations of the software segment and the Corporate & Other costs (in thousands) for the periods indicated: Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Software Business Corporate & Other Total Consolidated Software Business Corporate & Other Total Consolidated Total revenues $ 111,442 $ 111,442 $ 120,400 $ 120,400 Total cost of revenues 30,935 30,935 27,121 27,121 Gross profit $ 80,507 $ 80,507 $ 93,279 $ 93,279 Total operating expenses 99,236 181,545 280,781 95,521 24,466 119,987 Loss from operations $ ( 18,729 ) $ ( 181,545 ) $ ( 200,274 ) $ ( 2,242 ) $ ( 24,466 ) $ ( 26,708 ) Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Software Business Corporate & Other Total Consolidated Software Business Corporate & Other Total Consolidated Total revenues $ 226,688 $ 226,688 $ 242,315 $ 242,315 Total cost of revenues 60,950 60,950 55,062 55,062 Gross profit $ 165,738 $ 165,738 $ 187,253 $ 187,253 Total operating expenses 195,359 374,355 569,714 190,008 44,260 234,268 Loss from operations $ ( 29,621 ) $ ( 374,355 ) $ ( 403,976 ) $ ( 2,755 ) $ ( 44,260 ) $ ( 47,015 ) The following table presents total revenues, gross profit, (loss) income from operations, 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. The Corporate & Other category disclosed above is included within the U.S. region. Geographic regions: U.S. EMEA Other Regions Consolidated Three months ended June 30, 2024 Total revenues $ 63,778 $ 36,968 $ 10,696 $ 111,442 Gross profit $ 44,582 $ 29,190 $ 6,735 $ 80,507 (Loss) income from operations $ ( 209,715 ) $ 15,900 $ ( 6,459 ) $ ( 200,274 ) 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 (Loss) income from operations $ ( 32,407 ) $ 12,882 $ ( 7,183 ) $ ( 26,708 ) Six months ended June 30, 2024 Total revenues $ 128,157 $ 75,321 $ 23,210 $ 226,688 Gross profit $ 90,643 $ 60,090 $ 15,005 $ 165,738 (Loss) income from operations $ ( 421,205 ) $ 29,540 $ ( 12,311 ) $ ( 403,976 ) 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 (Loss) income from operations $ ( 65,495 ) $ 29,403 $ ( 10,923 ) $ ( 47,015 ) As of June 30, 2024 Long-lived assets $ 71,736 $ 4,092 $ 6,095 $ 81,923 As of December 31, 2023 Long-lived assets $ 75,004 $ 3,937 $ 7,343 $ 86,284 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, 2024 and 2023 , no individual foreign country accounted for 10% or more of total consolidated revenues. For the three and six months ended June 30, 2024 and 2023 , no individual customer accounted for 10% or more of total consolidated revenues. As of June 30, 2024 and December 31, 2023 , no individual foreign country accounted for 10% or more of total consolidated assets. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
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 . Pursuant to the terms of the 2023 Tail Agreement, the Company has elected to extend the term of the 2023 Tail Agreement for a period of one-year commencing on June 12, 2024, and has paid Mr. Saylor $ 157,000 during the three months ended June 30, 2024. The Company may elect, at its option, to extend the term under the 2023 Tail Agreement for up to a total of three 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, 2023. In connection with the Consent Order disclosed in Note 6, Commitments and Contingencies, to the Consolidated Financial Statements, on May 31, 2024 , the Company and Mr. Saylor entered into an agreement pursuant to which Mr. Saylor and the Company agreed that Mr. Saylor would pay $ 40,000,000 due to the District to settle the case and resolve the litigation with the District. Pursuant to a separate agreement between Mr. Saylor and the Company, Mr. Saylor paid this settlement amount to the District in full and the Company is not obligated to make any contribution to the settlement payment. On July 15, 2024, Mr. Saylor and the Company entered into a separate agreement with counsel to the Relator to resolve the amount due to such counsel in satisfaction of Relator’s claims for statutory expenses, attorneys’ fees and costs. Pursuant to the separate agreement between Mr. Saylor and the Company, Mr. Saylor paid this settlement amount in full and the Company is not obligated to make any contribution to this settlement payment. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | (13) Subsequent Events 2025 Convertible Notes conversions and redemption As disclosed in Note 5, Long-term Debt, to the Consolidated Financial Statements, the Company issued the Redemption Notice for the redemption of all $ 650.0 million aggregate principal amount of the 2025 Convertible Notes then outstanding on July 15, 2024 (the “Redemption Date”). Subsequent to June 30, 2024 and prior to the Redemption Date, holders of an aggregate principal amount of $ 145.3 million of the 2025 Convertible Notes converted such notes into an aggregate of 365,065 shares of class A common stock and the Company paid such holders a nominal amount of cash in lieu of fractional shares upon such conversions. On the Redemption Date, the Company redeemed $ 0.3 million aggregate principal amount of 2025 Convertible Notes, constituting all of the 2025 Convertible Notes then outstanding, at an aggregate redemption price of $ 0.3 million in cash, equal to 100 % of the principal amount of the 2025 Convertible Notes redeemed, plus accrued and unpaid interest, to but excluding the Redemption Date. Digital asset purchases and impairment Since June 30, 2024 through August 5, 2024, the Company has purchased approximately 169 bitcoins for $ 11.4 million, or approximately $ 67,483 per bitcoin. All of these approximately 169 bitcoins serve as part of the collateral for the 2028 Secured Notes. The Company has incurred at least $ 275.5 million in digital asset impairment losses during the third quarter of 2024 on bitcoin held as of June 30, 2024. See Note 3, Digital Assets, to the Consolidated Financial Statements for further detail on accounting for digital assets. At-the-Market equity offering On July 31, 20 24, the Company entered into a letter agreement with the November 2023 Sales Agents to terminate the November 2023 Sales Agreement. On August 1, 2024, the Company filed a prospectus for a new at-the-market equity offering program pursuant to which the Company may sell class A common stock having an aggregate offering price of up to $ 2.0 billion from time to time, through TD Securities (USA) LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Maxim Group LLC and SG Americas Securities, LLC, as agents (the “August 2024 Sales Agents”) under a sales agreement dated August 1, 2024 (the “August 2024 Sales Agreement”). Stock split effected in the form of a stock dividend On July 11, 2024, the Company announced a 10 -for-1 stock split of the Company’s class A common stock and class B common stock. The stock split will be effected by means of a stock dividend to the holders of record of the Company’s class A common stock and class B common stock as of the close of business on August 1, 2024, the record date for the dividend. The dividend is expected to be distributed after the close of trading on August 7, 2024. Trading is expected to commence on a split-adjusted basis at market open on August 8, 2024. The following table reflects the computation of basic and diluted (loss) earnings per share (in thousands, except per share data) on an unaudited pro forma basis giving effect to the 10-for-1 stock split as if it had been effective for all periods presented: Pro Forma (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net (loss) income - Basic $ ( 102,559 ) $ 22,243 $ ( 155,677 ) $ 483,436 Net (loss) income - Diluted $ ( 102,559 ) $ 24,392 $ ( 155,677 ) $ 487,719 Denominator: Total weighted average shares of common stock outstanding - Basic 178,610 132,470 175,330 117,390 Total weighted average shares of common stock outstanding - Diluted 178,610 160,950 175,330 145,340 (Loss) earnings per share: Basic (loss) earnings per share (1) $ ( 0.57 ) $ 0.17 $ ( 0.89 ) $ 4.12 Diluted (loss) earnings per share (1) $ ( 0.57 ) $ 0.15 $ ( 0.89 ) $ 3.36 (1) Basic and fully diluted (loss) earnings per share for class A and class B common stock are the same. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023. There have been no significant changes in the Company’s accounting policies since December 31, 2023. 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, 2024 | |
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, 2024 2023 Approximate number of bitcoins held 226,331 189,150 Digital assets carrying value $ 5,687,890 $ 3,626,476 Cumulative digital asset impairment losses $ 2,640,736 $ 2,269,013 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 no t sell any of its bitcoins during the three and six months ended June 30, 2024 or 2023, respectively. Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Approximate number of bitcoins purchased 12,053 12,333 37,181 19,833 Digital asset purchases $ 793,828 $ 347,003 $ 2,433,137 $ 526,278 Digital asset impairment losses $ 180,090 $ 24,143 $ 371,723 $ 43,054 |
Contract Balances (Tables)
Contract Balances (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable (in thousands) consisted of the following, as of: June 30, December 31, 2024 2023 Billed and billable $ 114,094 $ 186,884 Less: allowance for credit losses ( 1,860 ) ( 3,069 ) Accounts receivable, net $ 112,234 $ 183,815 |
Deferred Revenue and Advance Payments | Deferred revenue and advance payments (in thousands) from customers consisted of the following, as of: June 30, December 31, 2024 2023 Current: Deferred product licenses revenue $ 4,200 $ 3,579 Deferred subscription services revenue 69,566 65,512 Deferred product support revenue 127,170 152,012 Deferred other services revenue 3,901 7,059 Total current deferred revenue and advance payments $ 204,837 $ 228,162 Non-current: Deferred product licenses revenue $ 0 $ 0 Deferred subscription services revenue 1,623 3,097 Deferred product support revenue 3,974 4,984 Deferred other services revenue 367 443 Total non-current deferred revenue and advance payments $ 5,964 $ 8,524 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The net carrying value of the Company’s outstanding debt (in thousands) consisted of the following, as of: June 30, 2024 December 31, 2023 2025 Convertible Notes $ 144,618 $ 643,931 2027 Convertible Notes 1,039,327 1,037,306 2030 Convertible Notes 783,220 0 2031 Convertible Notes 593,259 0 2032 Convertible Notes 786,095 0 2028 Secured Notes 492,057 491,193 Other long-term secured debt 9,924 10,161 Total $ 3,848,500 $ 2,182,591 Reported as: Current portion of long-term debt, net 145,119 483 Long-term debt, net 3,703,381 2,182,108 Total $ 3,848,500 $ 2,182,591 |
Summary the Key Terms of Each of the Convertible Notes | The following table summarizes the key terms of each of the Convertible Notes (principal at inception, net proceeds, and issuance costs are each reported in thousands): 2025 Convertible Notes 2027 Convertible Notes 2030 Convertible Notes 2031 Convertible Notes 2032 Convertible Notes Issuance Date December 2020 February 2021 March 2024 March 2024 June 2024 Maturity Date (1) December 15, 2025 February 15, 2027 March 15, 2030 March 15, 2031 June 15, 2032 Principal at Inception $ 650,000 $ 1,050,000 $ 800,000 $ 603,750 $ 800,000 Stated Interest Rate (2) 0.750 % 0.000 % 0.625 % 0.875 % 2.250 % Interest Payment Dates (3) June 15 & December 15 February 15 & August 15 March 15 & September 15 March 15 & September 15 June 15 & December 15 Net Proceeds $ 634,749 $ 1,025,830 $ 782,000 $ 592,567 $ 786,000 Issuance Costs (4) $ 15,251 $ 24,170 $ 18,000 $ 11,183 $ 14,000 Effective Interest Rate (4) 1.23 % 0.39 % 1.14 % 1.30 % 2.63 % Date of Holder Put Option (5) n/a n/a September 15, 2028 September 15, 2028 June 15, 2029 Initial Conversion Rate (6) 2.5126 0.6981 0.6677 0.4297 0.4894 Initial Conversion Price (7) $ 397.99 $ 1,432.46 $ 1,497.68 $ 2,327.21 $ 2,043.32 Convertible at any time after the following date (8) (9) June 13, 2024 August 15, 2026 September 15, 2029 September 15, 2030 December 15, 2031 Not redeemable by the Company prior to the following date (10) December 20, 2023 February 20, 2024 March 22, 2027 March 22, 2028 June 20, 2029 Redemption Date (11) July 15, 2024 n/a n/a n/a n/a (1) “Maturity Date” is the stated maturity date under each applicable indenture governing such notes, unless earlier converted, redeemed, or repurchased in accordance with their terms. (2) Holders may receive additional or special interest under specified circumstances as outlined under each applicable indenture governing the Convertible Notes. (3) For the Convertible Notes issued in 2024, interest payments begin on (a) September 15, 2024 for each of the 2030 Convertible Notes and the 2031 Convertible Notes, and (b) December 15, 2024 for the 2032 Convertible Notes. (4) “Issuance Costs” reflect the customary offering expenses associated with each of the Convertible Notes. The Company accounts for these issuance costs as a reduction to the principal amount of the respective Convertible Notes and amortizes the issuance costs to interest expense from the respective debt issuance dates through the earlier of the “Maturity Date” or the “Date of Holder Put Option,” if applicable, at the “Effective Interest Rates” stated in the table. (5) “Date of Holder Put Option” represents the respective dates upon which holders of the 2030 Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes each have a noncontingent right to require the Company to repurchase for cash all or any portion of their respective notes at a repurchase price equal to 100 % of the principal amount of such notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date. (6) The “Initial Conversion Rate” is stated in shares of the Company’s class A common stock per $ 1,000 principal amount. The conversion rates are subject to customary anti-dilution adjustments. In addition, following certain events that may occur prior to the respective maturity dates or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its respective Convertible Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in each indenture governing the respective Convertible Notes. (7) The “Initial Conversion Price” is stated in dollars per share of the Company’s class A common stock. (8) On or after the stated dates until the close of business on the second scheduled trading day immediately preceding the respective maturity dates, holders may convert the Convertible Notes at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s class A common stock, or a combination of cash and shares of class A common stock, at the Company’s election. For the 2025 Convertible Notes, the date presented is the date on which the Company delivered its notice of full redemption of the 2025 Convertible Notes, which resulted in the 2025 Convertible Notes being convertible at any time thereafter until 5:00 p.m., New York City time, on July 11, 2024. See below under “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” for further information. (9) Prior to the respective dates, the Convertible Notes are convertible only under the following circumstances: (a) during any calendar quarter commencing after the calendar quarte r ending on March 31, 2021 for the 2025 Convertible Notes, on June 30, 2021 for the 2027 Convertible Notes, on June 30, 2024 for the 2030 Convertible Notes and 2031 Convertible Notes, or on September 30, 2024 for the 2032 Convertible Notes (and only during such calendar quarter), if the last reported sale price of the Company’s class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price of the respective Convertible Notes on each applicable trading day; (b) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under each applicable indenture governing the respective Convertible Notes) per $ 1,000 principal amount of the respective Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s class A common stock and the applicable conversion rate on each such trading day; (c) if the Company calls any or all of the respective Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and (d) upon occurrence of specified corporate events as described in each applicable indenture governing the respective Convertible Notes. (10) The Company may redeem for cash all or a portion of the Convertible Notes at its option, on or after the stated dates, if the last reported sale price of the Company’s class A common stock has been at least 130 % of the conversion price of the respective Convertible Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. See below “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” subsection for information regarding the Company’s notice of redemption of the 2025 Convertible Notes. (11) “Redemption Date” is the date on which the Company redeemed all outstanding 2025 Convertible Notes. See discussion further below under “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” pertaining to redemption of the 2025 Convertible Notes. |
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, 2024 (in thousands): June 30, 2024 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 145,634 $ ( 1,016 ) $ 144,618 $ 517,929 Level 2 2027 Convertible Notes 1,050,000 ( 10,673 ) 1,039,327 1,228,500 Level 2 2030 Convertible Notes 800,000 ( 16,780 ) 783,220 887,706 Level 2 2031 Convertible Notes 603,750 ( 10,491 ) 593,259 543,466 Level 2 2032 Convertible Notes 800,000 ( 13,905 ) 786,095 754,008 Level 2 Total $ 3,399,384 $ ( 52,865 ) $ 3,346,519 $ 3,931,609 The following is a summary of the Company’s convertible debt instruments as of December 31, 2023 (in thousands): December 31, 2023 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ ( 6,069 ) $ 643,931 $ 1,074,713 Level 2 2027 Convertible Notes 1,050,000 ( 12,694 ) 1,037,306 913,808 Level 2 Total $ 1,700,000 $ ( 18,763 ) $ 1,681,237 $ 1,988,521 |
Schedule of Maturities of Debt Instruments | Maturities The following table shows the maturities of the Company’s debt instruments as of June 30, 2024 (in thousands). The principal payments related to the 2028 Secured Notes are included in the table below based on the Springing Maturity Date of November 16, 2026, as if the springing maturity feature discussed above were triggered. As of June 30, 2024, 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. The principal payments related to the 2030 Convertible Notes and 2031 Convertible Notes, respectively, are included in the table below as if the holders exercised their right to require the Company to repurchase all of the 2030 Convertible Notes and 2031 Convertible Notes on September 15, 2028. The principal payments related to the 2032 Convertible Notes are included in the table below as if the holders exercised their right to require the Company to repurchase all of the 2032 Convertible Notes on June 15, 2029. Payments due by period ended June 30, 2025 Convertible Notes 2027 Convertible Notes 2030 Convertible Notes 2031 Convertible Notes 2032 Convertible Notes 2028 Secured Notes Other long-term secured debt Total 2025 $ 145,634 $ 0 $ 0 $ 0 $ 0 $ 0 $ 555 $ 146,189 2026 0 0 0 0 0 0 584 584 2027 0 1,050,000 0 0 0 500,000 8,937 1,558,937 2028 0 0 0 0 0 0 0 0 2029 0 0 800,000 603,750 800,000 0 0 2,203,750 Thereafter 0 0 0 0 0 0 0 0 Total $ 145,634 $ 1,050,000 $ 800,000 $ 603,750 $ 800,000 $ 500,000 $ 10,076 $ 3,909,460 |
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, 2024 (in thousands): June 30, 2024 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ ( 7,943 ) $ 492,057 $ 484,640 Level 2 The following is a summary of the 2028 Secured Notes as of December 31, 2023 (in thousands): December 31, 2023 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ ( 8,807 ) $ 491,193 $ 485,070 Level 2 |
Schedule of Interest Expense Related to Notes | For the three months ended June 30, 2024 and 2023, interest expense related to the 2028 Secured Notes was as follows (in thousands): Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 7,657 $ 435 $ 8,092 $ 7,656 $ 408 $ 8,064 For the six months ended June 30, 2024 and 2023, interest expense related to the 2028 Secured Notes was as follows (in thousands): Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 15,313 $ 864 $ 16,177 $ 15,312 $ 809 $ 16,121 |
Term Loan Due Twenty Twenty Five | |
Debt Instrument [Line Items] | |
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, 2024 and 2023, interest expense related to the Convertible Notes was as follows (in thousands): Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 1,129 $ 712 $ 1,841 $ 1,219 $ 760 $ 1,979 2027 Convertible Notes 0 1,011 1,011 0 1,007 1,007 2030 Convertible Notes 1,250 972 2,222 0 0 0 2031 Convertible Notes 1,321 603 1,924 0 0 0 2032 Convertible Notes 650 95 745 0 0 0 Total $ 4,350 $ 3,393 $ 7,743 $ 1,219 $ 1,767 $ 2,986 For the six months ended June 30, 2024 and 2023, interest expense related to the Convertible Notes was as follows (in thousands): Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 2,348 $ 1,479 $ 3,827 $ 2,438 $ 1,517 $ 3,955 2027 Convertible Notes 0 2,021 2,021 0 2,013 2,013 2030 Convertible Notes 1,569 1,220 2,789 0 0 0 2031 Convertible Notes 1,512 692 2,204 0 0 0 2032 Convertible Notes 650 95 745 0 0 0 Total $ 6,079 $ 5,507 $ 11,586 $ 2,438 $ 3,530 $ 5,968 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024: Stock Options Outstanding Weighted Average Aggregate Weighted Average Exercise Price Intrinsic Remaining Contractual Shares Per Share Value Term (Years) Balance as of January 1, 2024 1,294 $ 286.78 Granted 10 $ 1,594.74 Exercised ( 695 ) $ 220.77 $ 612,055 Forfeited/Expired ( 17 ) $ 447.47 Balance as of June 30, 2024 592 $ 379.99 Exercisable as of June 30, 2024 302 $ 344.16 $ 312,250 6.2 Expected to vest as of June 30, 2024 290 $ 417.41 $ 279,809 7.7 Total 592 $ 379.99 $ 592,059 7.0 |
Schedule of Range of Exercise Prices per Share | Stock options outstanding as of June 30, 2024 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, 2024 Weighted Average Weighted Average Exercise Price Remaining Contractual Range of Exercise Prices per Share Shares Per Share Term (Years) $ 124.48 - $ 200.00 180 $ 155.97 5.6 $ 200.01 - $ 300.00 105 $ 249.98 8.3 $ 300.01 - $ 400.00 3 $ 301.63 8.9 $ 400.01 - $ 500.00 175 $ 411.68 7.6 $ 600.01 - $ 700.00 120 $ 691.23 6.7 $ 1,500.01 - $ 1,599.29 9 $ 1,594.74 9.7 Total 592 $ 379.99 7.0 |
Assumptions Used in Pricing Model | The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $ 1,112.28 and $ 190.86 for each share subject to a stock option granted during the six months ended June 30, 2024 and 2023, respectively, based on the following assumptions: Six Months Ended June 30, 2024 2023 Expected term of awards in years 5.5 - 6.3 5.5 - 6.3 Expected volatility 75.1 % - 82.8 % 71.8 % - 74.1 % Risk-free interest rate 4.2 % - 4.5 % 3.7 % - 3.9 % Expected dividend yield 0.0 % 0.0 % |
Summary of Share-Settled Restricted Stock Unit Activity | 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, 2024 185 Granted 31 Vested ( 37 ) $ 56,160 Forfeited ( 15 ) Balance as of June 30, 2024 164 Expected to vest as of June 30, 2024 164 $ 225,725 |
Summary of Share-Settled Performance Stock Unit Activity | As of June 30, 2024, there were 30,285 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, 2024 25 Granted 6 Vested 0 $ 0 Forfeited ( 1 ) Balance as of June 30, 2024 30 Expected to vest as of June 30, 2024 30 $ 83,434 |
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, 2024 and 2023: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Tax (benefit) expense related to: Share-based compensation expense $ ( 3,887 ) $ ( 2,754 ) $ ( 8,079 ) $ ( 5,979 ) Exercises of stock options and vesting of share-settled restricted stock units ( 52,960 ) 370 ( 157,266 ) 285 Total tax benefit related to the Company's equity plans $ ( 56,847 ) $ ( 2,384 ) $ ( 165,345 ) $ ( 5,694 ) |
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 $ 3,071.27 and $ 486.18 for each performance stock unit granted during the six months ended June 30, 2024 and 2023, respectively, based on the following assumptions: Six Months Ended June 30, 2024 2023 Expected term of awards in years 3.0 3.0 Expected volatility 92.7 % 95.6 % Risk-free interest rate 4.4 % 4.1 % Expected dividend yield 0.0 % 0.0 % |
Basic and Diluted (Loss) Earn_2
Basic and Diluted (Loss) Earnings per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Basic and Diluted (Loss) Earnings per Share per Share | The following table sets forth the computation of basic and diluted (loss) earnings per share (in thousands, except per share data) for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net (loss) income - Basic $ ( 102,559 ) $ 22,243 $ ( 155,677 ) $ 483,436 Effect of dilutive shares on net (loss) income: Interest expense on 2025 Convertible Notes, net of tax 0 1,424 0 2,838 Interest expense on 2027 Convertible Notes, net of tax 0 725 0 1,445 Net (loss) income - Diluted $ ( 102,559 ) $ 24,392 $ ( 155,677 ) $ 487,719 Denominator: Weighted average common shares of class A common stock 15,897 11,283 15,569 9,775 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 17,861 13,247 17,533 11,739 Effect of dilutive shares on weighted average common shares outstanding: Stock options 0 441 0 398 Restricted stock units 0 37 0 29 Performance stock units 0 3 0 2 Employee stock purchase plan 0 1 0 0 2025 Convertible Notes 0 1,633 0 1,633 2027 Convertible Notes 0 733 0 733 Total weighted average shares of common stock outstanding - Diluted 17,861 16,095 17,533 14,534 (Loss) earnings per share: Basic (loss) earnings per share (1) $ ( 5.74 ) $ 1.68 $ ( 8.88 ) $ 41.18 Diluted (loss) earnings per share (1) $ ( 5.74 ) $ 1.52 $ ( 8.88 ) $ 33.56 (1) Basic and fully diluted (loss) earnings 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 Basic and Diluted (Loss) Earnings per Share Per Share | For the three and six months ended June 30, 2024 and 2023, the following weighted average shares of potential class A common stock were excluded from the diluted (loss) earnings per share calculation because their impact would have been anti-dilutive (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Stock options 614 643 831 677 Restricted stock units 187 35 184 39 Performance stock units 61 0 56 0 Employee stock purchase plan 2 0 1 2 2025 Convertible Notes 366 0 1,000 0 2027 Convertible Notes 733 0 733 0 2030 Convertible Notes 534 0 338 0 2031 Convertible Notes 259 0 150 0 2032 Convertible Notes 60 0 30 0 Total 2,816 678 3,323 718 |
At-the-Market Equity Offerings
At-the-Market Equity Offerings (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
At Market Equity Offerings [Abstract] | |
Summary of Active At-the-Market Equity Offering | The following table summarizes the terms and provisions of each sales agreement, and pursuant to each at-the-market equity offering program that was active during the six months ended June 30, 2024 and the year ended December 31, 2023. The maximum aggregate offering price and cumulative net proceeds (less sales commissions and expenses) for each at-the-market equity offering program in the following table are reported in thousands. November 2023 Sales Agreement August 2023 Sales Agreement May 2023 Sales Agreement 2022 Sales Agreement Agreement effective date November 30, 2023 August 1, 2023 May 1, 2023 September 9, 2022 Sales agents Cowen and Company, LLC, Canaccord Genuity LLC, and BTIG, LLC Cowen and Company, LLC, Canaccord Genuity LLC, and Berenberg Capital Markets LLC Cowen and Company, LLC and Canaccord Genuity LLC Cowen and Company, LLC and BTIG, LLC Maximum aggregate offering price $ 750,000 $ 750,000 $ 625,000 $ 500,000 Maximum commissions payable to sales agents on gross proceeds from the sale of shares 2.0 % 2.0 % 2.0 % 2.0 % Date terminated July 31, 2024 November 29, 2023 August 1, 2023 May 1, 2023 As of June 30, 2024: Cumulative shares sold under such sales agreement 1,272,077 1,592,950 1,079,170 1,567,430 Cumulative net proceeds received from shares sold under such sales agreement $ 747,025 $ 737,760 $ 333,494 $ 385,181 |
Summary of Sales Activity of Sales Agreement for At-the-Market Equity Offering | The following table summarizes the sales activity of each sales agreement that was active during 2024 or 2023 for the periods indicated. The net proceeds (less sales commissions and expenses) for each at-the-market equity offering program in the following table are reported in thousands. Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Number of shares sold under such sales agreement: 2022 Sales Agreement n/a 0 n/a 1,348,855 May 2023 Sales Agreement n/a 1,079,170 n/a 1,079,170 August 2023 Sales Agreement n/a n/a n/a n/a November 2023 Sales Agreement 0 n/a 195,162 n/a Total shares sold pursuant to at-the-market equity offering programs 0 1,079,170 195,162 2,428,025 Net proceeds received from shares sold under such sales agreement: 2022 Sales Agreement n/a $ 0 n/a $ 338,962 May 2023 Sales Agreement n/a 333,494 n/a 333,494 August 2023 Sales Agreement n/a n/a n/a n/a November 2023 Sales Agreement 0 n/a 137,152 n/a Total net proceeds received from shares sold pursuant to at-the-market equity offering programs $ 0 $ 333,494 $ 137,152 $ 672,456 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Breakout of Operations of Software Segment and Corporate & Other Costs | The following tables present the breakout of the operations of the software segment and the Corporate & Other costs (in thousands) for the periods indicated: Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Software Business Corporate & Other Total Consolidated Software Business Corporate & Other Total Consolidated Total revenues $ 111,442 $ 111,442 $ 120,400 $ 120,400 Total cost of revenues 30,935 30,935 27,121 27,121 Gross profit $ 80,507 $ 80,507 $ 93,279 $ 93,279 Total operating expenses 99,236 181,545 280,781 95,521 24,466 119,987 Loss from operations $ ( 18,729 ) $ ( 181,545 ) $ ( 200,274 ) $ ( 2,242 ) $ ( 24,466 ) $ ( 26,708 ) Six Months Ended June 30, 2024 Six Months Ended June 30, 2023 Software Business Corporate & Other Total Consolidated Software Business Corporate & Other Total Consolidated Total revenues $ 226,688 $ 226,688 $ 242,315 $ 242,315 Total cost of revenues 60,950 60,950 55,062 55,062 Gross profit $ 165,738 $ 165,738 $ 187,253 $ 187,253 Total operating expenses 195,359 374,355 569,714 190,008 44,260 234,268 Loss from operations $ ( 29,621 ) $ ( 374,355 ) $ ( 403,976 ) $ ( 2,755 ) $ ( 44,260 ) $ ( 47,015 ) |
Total Revenues, Gross Profit, (Loss) Income from Operations, and Long-Lived Assets, by Geographic Region | The following table presents total revenues, gross profit, (loss) income from operations, 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. The Corporate & Other category disclosed above is included within the U.S. region. Geographic regions: U.S. EMEA Other Regions Consolidated Three months ended June 30, 2024 Total revenues $ 63,778 $ 36,968 $ 10,696 $ 111,442 Gross profit $ 44,582 $ 29,190 $ 6,735 $ 80,507 (Loss) income from operations $ ( 209,715 ) $ 15,900 $ ( 6,459 ) $ ( 200,274 ) 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 (Loss) income from operations $ ( 32,407 ) $ 12,882 $ ( 7,183 ) $ ( 26,708 ) Six months ended June 30, 2024 Total revenues $ 128,157 $ 75,321 $ 23,210 $ 226,688 Gross profit $ 90,643 $ 60,090 $ 15,005 $ 165,738 (Loss) income from operations $ ( 421,205 ) $ 29,540 $ ( 12,311 ) $ ( 403,976 ) 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 (Loss) income from operations $ ( 65,495 ) $ 29,403 $ ( 10,923 ) $ ( 47,015 ) As of June 30, 2024 Long-lived assets $ 71,736 $ 4,092 $ 6,095 $ 81,923 As of December 31, 2023 Long-lived assets $ 75,004 $ 3,937 $ 7,343 $ 86,284 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Event [Line Items] | |
Computation of Basic and Diluted Basic and Diluted (Loss) Earnings per Share per Share | The following table sets forth the computation of basic and diluted (loss) earnings per share (in thousands, except per share data) for the periods indicated: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net (loss) income - Basic $ ( 102,559 ) $ 22,243 $ ( 155,677 ) $ 483,436 Effect of dilutive shares on net (loss) income: Interest expense on 2025 Convertible Notes, net of tax 0 1,424 0 2,838 Interest expense on 2027 Convertible Notes, net of tax 0 725 0 1,445 Net (loss) income - Diluted $ ( 102,559 ) $ 24,392 $ ( 155,677 ) $ 487,719 Denominator: Weighted average common shares of class A common stock 15,897 11,283 15,569 9,775 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 17,861 13,247 17,533 11,739 Effect of dilutive shares on weighted average common shares outstanding: Stock options 0 441 0 398 Restricted stock units 0 37 0 29 Performance stock units 0 3 0 2 Employee stock purchase plan 0 1 0 0 2025 Convertible Notes 0 1,633 0 1,633 2027 Convertible Notes 0 733 0 733 Total weighted average shares of common stock outstanding - Diluted 17,861 16,095 17,533 14,534 (Loss) earnings per share: Basic (loss) earnings per share (1) $ ( 5.74 ) $ 1.68 $ ( 8.88 ) $ 41.18 Diluted (loss) earnings per share (1) $ ( 5.74 ) $ 1.52 $ ( 8.88 ) $ 33.56 (1) Basic and fully diluted (loss) earnings per share for class A and class B common stock are the same. |
Pro Forma (Unaudited) | Stock Split | |
Subsequent Event [Line Items] | |
Computation of Basic and Diluted Basic and Diluted (Loss) Earnings per Share per Share | The following table reflects the computation of basic and diluted (loss) earnings per share (in thousands, except per share data) on an unaudited pro forma basis giving effect to the 10-for-1 stock split as if it had been effective for all periods presented: Pro Forma (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Numerator: Net (loss) income - Basic $ ( 102,559 ) $ 22,243 $ ( 155,677 ) $ 483,436 Net (loss) income - Diluted $ ( 102,559 ) $ 24,392 $ ( 155,677 ) $ 487,719 Denominator: Total weighted average shares of common stock outstanding - Basic 178,610 132,470 175,330 117,390 Total weighted average shares of common stock outstanding - Diluted 178,610 160,950 175,330 145,340 (Loss) earnings per share: Basic (loss) earnings per share (1) $ ( 0.57 ) $ 0.17 $ ( 0.89 ) $ 4.12 Diluted (loss) earnings per share (1) $ ( 0.57 ) $ 0.15 $ ( 0.89 ) $ 3.36 (1) Basic and fully diluted (loss) earnings per share for class A and class B common stock are the same. |
Recent Accounting Standards - A
Recent Accounting Standards - Additional Information (Detail) $ in Billions | Jan. 01, 2024 USD ($) |
ASU 2023-08 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Increase in retained earnings | $ 3.1 |
Digital Assets - Summary of Dig
Digital Assets - Summary of Digital Asset Holdings (Details) $ in Thousands | Jun. 30, 2024 USD ($) Bitcoin | Dec. 31, 2023 USD ($) Bitcoin |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Approximate number of bitcoins held | Bitcoin | 226,331 | 189,150 |
Digital assets | $ 5,687,890 | $ 3,626,476 |
Cumulative digital asset impairment losses | $ 2,640,736 | $ 2,269,013 |
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, 2024 USD ($) Bitcoin | Jun. 30, 2023 USD ($) Bitcoin | Jun. 30, 2024 USD ($) Bitcoin | Jun. 30, 2023 USD ($) Bitcoin | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Approximate number of bitcoins purchased | Bitcoin | 12,053 | 12,333 | 37,181 | 19,833 |
Digital asset purchases | $ 793,828 | $ 347,003 | $ 2,433,137 | $ 526,278 |
Digital asset impairment losses | $ 180,090 | $ 24,143 | $ 371,723 | $ 43,054 |
Digital Assets - Additional Inf
Digital Assets - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 USD ($) Bitcoin | Jun. 30, 2023 Bitcoin | Jun. 30, 2024 USD ($) Bitcoin | Jun. 30, 2023 Bitcoin | Dec. 31, 2023 USD ($) Bitcoin | |
Digital Assets [Line Items] | |||||
Number of bitcoins sold | Bitcoin | 0 | 0 | 0 | 0 | |
Trade credit payable, outstanding | $ 0 | $ 0 | |||
Carrying value of bitcoin held by the company | $ 5,687,890,000 | $ 5,687,890,000 | $ 3,626,476,000 | ||
Secured Notes Due Twenty Twenty Eight | |||||
Digital Assets [Line Items] | |||||
Number of digital assets held as collateral for 2028 Secured Notes | Bitcoin | 50,610 | 16,081 | |||
Interest rate, fixed percentage | 6.125% | 6.125% | |||
Carrying value of bitcoin held by the company | $ 2,220,000,000 | $ 2,220,000,000 | $ 263,900,000 |
Contract Balances - Schedule of
Contract Balances - Schedule of Accounts Receivable (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Billed and billable | $ 114,094 | $ 186,884 |
Less: allowance for credit losses | (1,860) | (3,069) |
Accounts receivable, net | $ 112,234 | $ 183,815 |
Contract Balances - Additional
Contract Balances - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Contract With Customer Asset And Liability [Line Items] | |||||
Revenue, Remaining performance obligation | $ 360,700,000 | $ 360,700,000 | |||
Prepaid Expenses and Other Current Assets | |||||
Contract With Customer Asset And Liability [Line Items] | |||||
Non-current contract assets | 1,800,000 | 1,800,000 | $ 1,200,000 | ||
Deposits And Other Assets | |||||
Contract With Customer Asset And Liability [Line Items] | |||||
Current contract assets | 5,400,000 | 5,400,000 | $ 900,000 | ||
Current Deferred Revenue and Advanced Payments | |||||
Contract With Customer Asset And Liability [Line Items] | |||||
Revenue recognized from beginning deferred revenue | 64,100,000 | $ 62,300,000 | 145,000,000 | $ 143,100,000 | |
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, 2024 | Dec. 31, 2023 |
Deferred Revenue Disclosure [Abstract] | ||
Deferred product licenses revenue, Current | $ 4,200 | $ 3,579 |
Deferred subscription services revenue, Current | 69,566 | 65,512 |
Deferred product support revenue, Current | 127,170 | 152,012 |
Deferred other services revenue, Current | 3,901 | 7,059 |
Total current deferred revenue and advance payments | 204,837 | 228,162 |
Deferred product licenses revenue, Non-current | 0 | 0 |
Deferred subscription services revenue, Non-current | 1,623 | 3,097 |
Deferred product support revenue, Non-current | 3,974 | 4,984 |
Deferred other services revenue, Non-current | 367 | 443 |
Total non-current deferred revenue and advance payments | $ 5,964 | $ 8,524 |
Contract Balances - Additiona_2
Contract Balances - Additional Information (Detail1) $ in Millions | Jun. 30, 2024 USD ($) |
Contract With Customer Asset And Liability [Line Items] | |
Revenue, Remaining performance obligation | $ 360.7 |
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 | 12 months |
Revenue, Remaining performance obligation | $ 242.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-07-01 | |
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 Outstanding Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt, net | $ 145,119 | $ 483 |
Long-term debt, net | 3,703,381 | 2,182,108 |
Total | 3,848,500 | 2,182,591 |
Convertible Senior Notes due 2025 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 144,618 | 643,931 |
Convertible Senior Notes due 2027 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 1,039,327 | 1,037,306 |
Convertible Senior Notes due 2030 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 783,220 | 0 |
Convertible Senior Notes due 2031 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 593,259 | 0 |
Convertible Senior Notes due 2032 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 786,095 | 0 |
Secured Notes Due Twenty Twenty Eight | ||
Debt Instrument [Line Items] | ||
Total | 492,057 | 491,193 |
Other Long-Term Secured Debt | ||
Debt Instrument [Line Items] | ||
Current portion of long-term debt, net | 500 | 500 |
Total | $ 9,924 | $ 10,161 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||||
Jul. 15, 2024 USD ($) shares | Jul. 15, 2024 USD ($) | Mar. 24, 2023 USD ($) | Jun. 14, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2024 USD ($) Bitcoin shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) Bitcoin shares | Jun. 30, 2023 USD ($) | Jul. 14, 2024 USD ($) | Jun. 13, 2024 USD ($) | Dec. 31, 2023 USD ($) | Mar. 23, 2022 USD ($) | ||
Debt Instrument [Line Items] | |||||||||||||||
Redemption price in cash | $ 44,000 | $ 0 | |||||||||||||
Payment to extinguishment of debt | 0 | 160,033,000 | |||||||||||||
Gain on extinguishment of debt | $ 0 | $ 0 | 0 | 44,686,000 | |||||||||||
Current portion of long-term debt, net | 145,119,000 | 145,119,000 | $ 483,000 | ||||||||||||
Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Total Interest Paid | 2,400,000 | 2,400,000 | |||||||||||||
Interest expense | 4,350,000 | 1,219,000 | 6,079,000 | 2,438,000 | |||||||||||
Additional interest paid | $ 0 | 0 | |||||||||||||
Convertible Debt | Fundamental Change | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | ||||||||||||||
Convertible Debt | Events of Default | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of principal accrued and unpaid interest | 100% | ||||||||||||||
Convertible Debt | Events of Default | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Minimum percentage principal amount of holders required to declare the principal of, and accrued and unpaid interest, on Notes is due and payable upon an event of default | 25% | ||||||||||||||
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 | ||||||||||||||
Secured notes redeemed | 0 | $ 0 | |||||||||||||
Debt instrument, maturity date | Jun. 15, 2028 | ||||||||||||||
Debt instrument, springing maturity date | Nov. 16, 2026 | ||||||||||||||
Class A | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | ||||||||||||||
Convertible Senior Notes due 2025 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 650,000,000 | $ 650,000,000 | $ 650,000,000 | ||||||||||||
Debt instrument, redemption, description | On June 13, 2024, the Company announced that it delivered a notice of redemption (the “Redemption Notice”) to the trustee of the 2025 Convertible Notes for redemption of all $650.0 million in aggregate principal amount of the 2025 Convertible Notes then outstanding on July 15, 2024 (the “Redemption Date”). Due to the Company’s issuance of the Redemption Notice, the 2025 Convertible Notes became convertible at the option of the holders of such notes from the delivery of the Redemption Notice until 5:00 p.m., New York City time, on July 11, 2024. The Company elected to satisfy its conversion obligation with respect to the 2025 Convertible Notes by delivering solely shares of its class A common stock, together with cash in lieu of any fractional shares. Holders of the 2025 Convertible Notes requested to convert $649.7 million in principal amount of the 2025 Convertible Notes prior to the Redemption Date. The Company settled conversion requests in respect of $504.4 million in principal amount of the 2025 Convertible Notes during the quarter ended June 30, 2024, resulting in the issuance of 1,267,240 shares of the Company’s class A common stock and payment of a nominal amount of cash in lieu of fractional shares, and settled conversion requests in respect of $145.3 million in principal amount of the 2025 Convertible Notes during the period from July 1, 2024 to July 15, 2024, resulting in the issuance of 365,065 shares of the Company’s class A common stock and payment of a nominal amount of cash in lieu of fractional shares, in each case in accordance with the terms and provisions of the indenture governing the 2025 Convertible Notes. On the Redemption Date, the Company redeemed $0.3 million aggregate principal amount of 2025 Convertible Notes, constituting all of the 2025 Convertible Notes then outstanding, at an aggregate redemption price of $0.3 million in cash, equal to 100% of the principal amount of the 2025 Convertible Notes redeemed, plus accrued and unpaid interest, to but excluding the Redemption Date. | ||||||||||||||
Interest rate, fixed percentage | [1] | 0.75% | 0.75% | ||||||||||||
Debt instrument, maturity date | [2] | Dec. 15, 2025 | |||||||||||||
Number of shares convertible from notes | shares | 365,920 | 365,920 | |||||||||||||
Convertible Senior Notes due 2025 | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 300,000 | |||||||||||||
Redemption price in cash | $ 300,000 | ||||||||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | ||||||||||||||
Convertible Senior Notes due 2025 | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | $ 1,129,000 | 1,219,000 | $ 2,348,000 | 2,438,000 | |||||||||||
Convertible Senior Notes due 2025 | Class A | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 504,400,000 | 504,400,000 | |||||||||||||
Debt instrument, issuance of conversion shares | shares | 1,267,240 | ||||||||||||||
Convertible Senior Notes due 2025 | Class A | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 145,300,000 | $ 145,300,000 | $ 649,700,000 | ||||||||||||
Debt instrument, issuance of conversion shares | shares | 365,065 | ||||||||||||||
Convertible Senior Notes due 2027 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 1,050,000,000 | $ 1,050,000,000 | |||||||||||||
Interest rate, fixed percentage | [1] | 0% | 0% | ||||||||||||
Convertible notes redeemed | $ 0 | $ 0 | |||||||||||||
Debt instrument, maturity date | [2] | Feb. 15, 2027 | |||||||||||||
Number of shares convertible from notes | shares | 733,005 | 733,005 | |||||||||||||
Convertible Senior Notes due 2027 | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | $ 0 | 0 | $ 0 | 0 | |||||||||||
Convertible Senior Notes due 2030 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 800,000,000 | $ 800,000,000 | |||||||||||||
Interest rate, fixed percentage | [1] | 0.625% | 0.625% | ||||||||||||
Convertible notes redeemed | $ 0 | $ 0 | |||||||||||||
Debt instrument, maturity date | [2] | Mar. 15, 2030 | |||||||||||||
Number of shares convertible from notes | shares | 534,160 | 534,160 | |||||||||||||
Convertible Senior Notes due 2030 | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | $ 1,250,000 | 0 | $ 1,569,000 | 0 | |||||||||||
Convertible Senior Notes due 2031 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 603,750,000 | $ 603,750,000 | |||||||||||||
Interest rate, fixed percentage | [1] | 0.875% | 0.875% | ||||||||||||
Convertible notes redeemed | $ 0 | $ 0 | |||||||||||||
Debt instrument, maturity date | [2] | Mar. 15, 2031 | |||||||||||||
Number of shares convertible from notes | shares | 259,431 | 259,431 | |||||||||||||
Convertible Senior Notes due 2031 | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | $ 1,321,000 | 0 | $ 1,512,000 | 0 | |||||||||||
Convertible Senior Notes due 2032 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 800,000,000 | $ 800,000,000 | |||||||||||||
Interest rate, fixed percentage | [1] | 2.25% | 2.25% | ||||||||||||
Convertible notes redeemed | $ 0 | $ 0 | |||||||||||||
Debt instrument, maturity date | [2] | Jun. 15, 2032 | |||||||||||||
Number of shares convertible from notes | shares | 391,520 | 391,520 | |||||||||||||
Convertible Senior Notes due 2032 | Convertible Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | $ 650,000 | 0 | $ 650,000 | 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 | |||||||||||||
Interest expense | $ 7,657,000 | $ 7,656,000 | $ 15,313,000 | 15,312,000 | |||||||||||
Debt instrument, 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 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 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 | ||||||||||||||
Interest expense | $ 0 | $ 3,781,000 | |||||||||||||
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 | ||||||||||||||
Other Long-Term Secured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Outstanding Principal Balance | $ 10,100,000 | 10,100,000 | 10,300,000 | ||||||||||||
Debt Instrument, Face Amount | $ 11,100,000 | ||||||||||||||
Interest rate, fixed percentage | 5.20% | ||||||||||||||
Debt instrument, maturity year month | 2027-06 | ||||||||||||||
Net carrying value | 9,900,000 | 9,900,000 | 10,200,000 | ||||||||||||
Current portion of long-term debt, net | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||||||
[1] Holders may receive additional or special interest under specified circumstances as outlined under each applicable indenture governing the Convertible Notes. “Maturity Date” is the stated maturity date under each applicable indenture governing such notes, unless earlier converted, redeemed, or repurchased in accordance with their terms. |
Long-term Debt - Summary the Ke
Long-term Debt - Summary the Key Terms of Each of the Convertible Notes (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2024 USD ($) $ / shares | Mar. 31, 2024 $ / shares | Feb. 28, 2021 $ / shares | Dec. 31, 2020 $ / shares | Jun. 30, 2024 USD ($) $ / shares | Mar. 31, 2024 USD ($) $ / shares | Feb. 28, 2021 USD ($) $ / shares | Dec. 31, 2020 USD ($) $ / shares | Jun. 30, 2024 USD ($) $ / shares | Jun. 13, 2024 USD ($) | ||
Convertible Senior Notes due 2025 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance Date | Dec. 31, 2020 | ||||||||||
Maturity Date | [1] | Dec. 15, 2025 | |||||||||
Principal at Inception | $ 650,000 | $ 650,000 | $ 650,000 | $ 650,000 | |||||||
Stated Interest Rate | [2] | 0.75% | 0.75% | 0.75% | |||||||
Interest Payment Dates One | [3] | --06-15 | |||||||||
Interest Payment Dates Two | [3] | --12-15 | |||||||||
Net Proceeds | $ 634,749 | ||||||||||
Issuance Costs | [4] | $ 15,251 | $ 15,251 | $ 15,251 | |||||||
Effective Interest Rate | [4] | 1.23% | 1.23% | 1.23% | |||||||
Initial Conversion Rate | [5] | 0.025126 | |||||||||
Initial Conversion Price | $ / shares | [6] | $ 397.99 | $ 397.99 | ||||||||
Convertible at any time after the following date | [7],[8] | Jun. 13, 2024 | |||||||||
Not redeemable by the company prior to the following date | [9] | Dec. 20, 2023 | |||||||||
Redemption Date | [10] | Jul. 15, 2024 | |||||||||
Convertible Senior Notes due 2027 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance Date | Feb. 28, 2021 | ||||||||||
Maturity Date | [1] | Feb. 15, 2027 | |||||||||
Principal at Inception | $ 1,050,000 | $ 1,050,000 | $ 1,050,000 | ||||||||
Stated Interest Rate | [2] | 0% | 0% | 0% | |||||||
Interest Payment Dates One | [3] | --02-15 | |||||||||
Interest Payment Dates Two | [3] | --08-15 | |||||||||
Net Proceeds | $ 1,025,830 | ||||||||||
Issuance Costs | [4] | $ 24,170 | $ 24,170 | $ 24,170 | |||||||
Effective Interest Rate | [4] | 0.39% | 0.39% | 0.39% | |||||||
Initial Conversion Rate | [5] | 0.006981 | |||||||||
Initial Conversion Price | $ / shares | [6] | $ 1,432.46 | $ 1,432.46 | ||||||||
Convertible at any time after the following date | [7],[8] | Aug. 15, 2026 | |||||||||
Not redeemable by the company prior to the following date | [9] | Feb. 20, 2024 | |||||||||
Convertible Senior Notes due 2030 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance Date | Mar. 31, 2024 | ||||||||||
Maturity Date | [1] | Mar. 15, 2030 | |||||||||
Principal at Inception | $ 800,000 | $ 800,000 | $ 800,000 | ||||||||
Stated Interest Rate | [2] | 0.625% | 0.625% | 0.625% | |||||||
Interest Payment Dates One | [3] | --03-15 | |||||||||
Interest Payment Dates Two | [3] | --09-15 | |||||||||
Net Proceeds | $ 782,000 | ||||||||||
Issuance Costs | [4] | $ 18,000 | $ 18,000 | $ 18,000 | |||||||
Effective Interest Rate | [4] | 1.14% | 1.14% | 1.14% | |||||||
Date of Holder Put Option | [11] | Sep. 15, 2028 | |||||||||
Initial Conversion Rate | [5] | 0.006677 | |||||||||
Initial Conversion Price | $ / shares | [6] | $ 1,497.68 | $ 1,497.68 | ||||||||
Convertible at any time after the following date | [7],[8] | Sep. 15, 2029 | |||||||||
Not redeemable by the company prior to the following date | [9] | Mar. 22, 2027 | |||||||||
Convertible Senior Notes due 2031 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance Date | Mar. 31, 2024 | ||||||||||
Maturity Date | [1] | Mar. 15, 2031 | |||||||||
Principal at Inception | $ 603,750 | $ 603,750 | $ 603,750 | ||||||||
Stated Interest Rate | [2] | 0.875% | 0.875% | 0.875% | |||||||
Interest Payment Dates One | [3] | --03-15 | |||||||||
Interest Payment Dates Two | [3] | --09-15 | |||||||||
Net Proceeds | $ 592,567 | ||||||||||
Issuance Costs | [4] | $ 11,183 | $ 11,183 | $ 11,183 | |||||||
Effective Interest Rate | [4] | 1.30% | 1.30% | 1.30% | |||||||
Date of Holder Put Option | [11] | Sep. 15, 2028 | |||||||||
Initial Conversion Rate | [5] | 0.004297 | |||||||||
Initial Conversion Price | $ / shares | [6] | $ 2,327.21 | $ 2,327.21 | ||||||||
Convertible at any time after the following date | [7],[8] | Sep. 15, 2030 | |||||||||
Not redeemable by the company prior to the following date | [9] | Mar. 22, 2028 | |||||||||
Convertible Senior Notes due 2032 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Issuance Date | Jun. 30, 2024 | ||||||||||
Maturity Date | [1] | Jun. 15, 2032 | |||||||||
Principal at Inception | $ 800,000 | $ 800,000 | $ 800,000 | ||||||||
Stated Interest Rate | [2] | 2.25% | 2.25% | 2.25% | |||||||
Interest Payment Dates One | [3] | --06-15 | |||||||||
Interest Payment Dates Two | [3] | --12-15 | |||||||||
Net Proceeds | $ 786,000 | ||||||||||
Issuance Costs | [4] | $ 14,000 | $ 14,000 | $ 14,000 | |||||||
Effective Interest Rate | [4] | 2.63% | 2.63% | 2.63% | |||||||
Date of Holder Put Option | [11] | Jun. 15, 2029 | |||||||||
Initial Conversion Rate | [5] | 0.004894 | |||||||||
Initial Conversion Price | $ / shares | [6] | $ 2,043.32 | $ 2,043.32 | $ 2,043.32 | |||||||
Convertible at any time after the following date | [7],[8] | Dec. 15, 2031 | |||||||||
Not redeemable by the company prior to the following date | [9] | Jun. 20, 2029 | |||||||||
[1] “Maturity Date” is the stated maturity date under each applicable indenture governing such notes, unless earlier converted, redeemed, or repurchased in accordance with their terms. Holders may receive additional or special interest under specified circumstances as outlined under each applicable indenture governing the Convertible Notes. For the Convertible Notes issued in 2024, interest payments begin on (a) September 15, 2024 for each of the 2030 Convertible Notes and the 2031 Convertible Notes, and (b) December 15, 2024 for the 2032 Convertible Notes. “Issuance Costs” reflect the customary offering expenses associated with each of the Convertible Notes. The Company accounts for these issuance costs as a reduction to the principal amount of the respective Convertible Notes and amortizes the issuance costs to interest expense from the respective debt issuance dates through the earlier of the “Maturity Date” or the “Date of Holder Put Option,” if applicable, at the “Effective Interest Rates” stated in the table. The “Initial Conversion Rate” is stated in shares of the Company’s class A common stock per $ 1,000 principal amount. The conversion rates are subject to customary anti-dilution adjustments. In addition, following certain events that may occur prior to the respective maturity dates or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its respective Convertible Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in each indenture governing the respective Convertible Notes. The “Initial Conversion Price” is stated in dollars per share of the Company’s class A common stock. On or after the stated dates until the close of business on the second scheduled trading day immediately preceding the respective maturity dates, holders may convert the Convertible Notes at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s class A common stock, or a combination of cash and shares of class A common stock, at the Company’s election. For the 2025 Convertible Notes, the date presented is the date on which the Company delivered its notice of full redemption of the 2025 Convertible Notes, which resulted in the 2025 Convertible Notes being convertible at any time thereafter until 5:00 p.m., New York City time, on July 11, 2024. See below under “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” for further information. Prior to the respective dates, the Convertible Notes are convertible only under the following circumstances: (a) during any calendar quarter commencing after the calendar quarte r ending on March 31, 2021 for the 2025 Convertible Notes, on June 30, 2021 for the 2027 Convertible Notes, on June 30, 2024 for the 2030 Convertible Notes and 2031 Convertible Notes, or on September 30, 2024 for the 2032 Convertible Notes (and only during such calendar quarter), if the last reported sale price of the Company’s class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price of the respective Convertible Notes on each applicable trading day; (b) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under each applicable indenture governing the respective Convertible Notes) per $ 1,000 principal amount of the respective Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s class A common stock and the applicable conversion rate on each such trading day; (c) if the Company calls any or all of the respective Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and (d) upon occurrence of specified corporate events as described in each applicable indenture governing the respective Convertible Notes. The Company may redeem for cash all or a portion of the Convertible Notes at its option, on or after the stated dates, if the last reported sale price of the Company’s class A common stock has been at least 130 % of the conversion price of the respective Convertible Notes then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. See below “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” subsection for information regarding the Company’s notice of redemption of the 2025 Convertible Notes. “Redemption Date” is the date on which the Company redeemed all outstanding 2025 Convertible Notes. See discussion further below under “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” pertaining to redemption of the 2025 Convertible Notes. “Date of Holder Put Option” represents the respective dates upon which holders of the 2030 Convertible Notes, 2031 Convertible Notes, and 2032 Convertible Notes each have a noncontingent right to require the Company to repurchase for cash all or any portion of their respective notes at a repurchase price equal to 100 % of the principal amount of such notes to be repurchased, plus any accrued and unpaid interest to, but excluding the repurchase date. |
Long-term Debt - Summary the _2
Long-term Debt - Summary the Key Terms of Each of the Convertible Notes (Parenthetical) (Details) | 6 Months Ended | |||
Jun. 15, 2029 | Sep. 15, 2028 | Jun. 30, 2024 Days $ / shares | ||
Class A | ||||
Debt Instrument [Line Items] | ||||
Price per share | $ / shares | $ 1,000 | |||
Convertible Senior Notes | Class A | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | |||
Debt instrument, convertible, trading days | 20 | |||
Debt instrument, convertible, consecutive trading days | 30 | |||
Conversion price percentage applicable trading days | 130% | |||
Trading price per share | $ / shares | $ 1,000 | |||
Convertible Senior Notes | Class A | Measurement Period Trading Price, Less Than 98% | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, trading days | 5 | |||
Debt instrument, convertible, consecutive trading days | 5 | |||
Convertible Senior Notes | Class A | Maximum | ||||
Debt Instrument [Line Items] | ||||
Conversion price percentage applicable trading days | 98% | |||
Convertible Senior Notes | Class A | Minimum | ||||
Debt Instrument [Line Items] | ||||
Conversion price percentage applicable trading days | 130% | |||
Convertible Senior Notes | Stock Price Trigger | Class A | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, trading days | 20 | |||
Debt instrument, convertible, consecutive trading days | 30 | |||
Convertible Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, earliest date | [1],[2] | Jun. 13, 2024 | ||
Convertible Senior Notes due 2025 | Class A | Convertible Under Certain Circumstances | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, earliest date | Mar. 31, 2021 | |||
Convertible Senior Notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, earliest date | [1],[2] | Aug. 15, 2026 | ||
Convertible Senior Notes due 2027 | Class A | Convertible Under Certain Circumstances | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, earliest date | Jun. 30, 2021 | |||
Convertible Senior Notes due 2030 | ||||
Debt Instrument [Line Items] | ||||
Interest payment, beginning date | Sep. 15, 2024 | |||
Debt instrument, convertible, earliest date | [1],[2] | Sep. 15, 2029 | ||
Convertible Senior Notes due 2030 | Scenario Forecast | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | |||
Convertible Senior Notes due 2030 | Class A | Convertible Under Certain Circumstances | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, earliest date | Jun. 30, 2024 | |||
Convertible Senior Notes due 2031 | ||||
Debt Instrument [Line Items] | ||||
Interest payment, beginning date | Sep. 15, 2024 | |||
Debt instrument, convertible, earliest date | [1],[2] | Sep. 15, 2030 | ||
Convertible Senior Notes due 2031 | Scenario Forecast | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | |||
Convertible Senior Notes due 2031 | Class A | Convertible Under Certain Circumstances | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, earliest date | Jun. 30, 2024 | |||
Convertible Senior Notes due 2032 | ||||
Debt Instrument [Line Items] | ||||
Interest payment, beginning date | Dec. 15, 2024 | |||
Debt instrument, convertible, earliest date | [1],[2] | Dec. 15, 2031 | ||
Convertible Senior Notes due 2032 | Scenario Forecast | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | |||
Convertible Senior Notes due 2032 | Class A | Convertible Under Certain Circumstances | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, convertible, earliest date | Sep. 30, 2024 | |||
[1] On or after the stated dates until the close of business on the second scheduled trading day immediately preceding the respective maturity dates, holders may convert the Convertible Notes at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s class A common stock, or a combination of cash and shares of class A common stock, at the Company’s election. For the 2025 Convertible Notes, the date presented is the date on which the Company delivered its notice of full redemption of the 2025 Convertible Notes, which resulted in the 2025 Convertible Notes being convertible at any time thereafter until 5:00 p.m., New York City time, on July 11, 2024. See below under “Notice to Redeem 2025 Convertible Notes and Conversions of 2025 Convertible Notes” for further information. Prior to the respective dates, the Convertible Notes are convertible only under the following circumstances: (a) during any calendar quarter commencing after the calendar quarte r ending on March 31, 2021 for the 2025 Convertible Notes, on June 30, 2021 for the 2027 Convertible Notes, on June 30, 2024 for the 2030 Convertible Notes and 2031 Convertible Notes, or on September 30, 2024 for the 2032 Convertible Notes (and only during such calendar quarter), if the last reported sale price of the Company’s class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price of the respective Convertible Notes on each applicable trading day; (b) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined under each applicable indenture governing the respective Convertible Notes) per $ 1,000 principal amount of the respective Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s class A common stock and the applicable conversion rate on each such trading day; (c) if the Company calls any or all of the respective Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and (d) upon occurrence of specified corporate events as described in each applicable indenture governing the respective Convertible Notes. |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Net Carrying Amount of Liability Component (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | $ 3,399,384 | $ 1,700,000 |
Unamortized Issuance Costs | (52,865) | (18,763) |
Net Carrying Value | 1,681,237 | |
Net Carrying Value | 3,346,519 | |
Fair Value | 3,931,609 | 1,988,521 |
Convertible Senior Notes due 2025 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 145,634 | |
Unamortized Issuance Costs | (1,016) | |
Net Carrying Value | 144,618 | |
Fair Value | 517,929 | |
Convertible Senior Note due 2025 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 650,000 | |
Unamortized Issuance Costs | (6,069) | |
Net Carrying Value | 643,931 | |
Fair Value | 1,074,713 | |
Convertible Senior Notes due 2027 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 1,050,000 | 1,050,000 |
Unamortized Issuance Costs | (10,673) | (12,694) |
Net Carrying Value | 1,039,327 | 1,037,306 |
Fair Value | 1,228,500 | 913,808 |
Convertible Senior Notes due 2030 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 800,000 | |
Unamortized Issuance Costs | (16,780) | |
Net Carrying Value | 783,220 | |
Fair Value | 887,706 | |
Convertible Senior Notes due 2031 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 603,750 | |
Unamortized Issuance Costs | (10,491) | |
Net Carrying Value | 593,259 | |
Fair Value | 543,466 | |
Convertible Senior Notes due 2032 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 800,000 | |
Unamortized Issuance Costs | (13,905) | |
Net Carrying Value | 786,095 | |
Fair Value | 754,008 | |
Secured Notes Due Twenty Twenty Eight | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 500,000 | 500,000 |
Unamortized Issuance Costs | (7,943) | (8,807) |
Fair Value | 484,640 | 485,070 |
Net Carrying | $ 492,057 | $ 491,193 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | ||||
Amortization of Issuance Costs | $ 6,399 | $ 4,400 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | $ 4,350 | $ 1,219 | 6,079 | 2,438 |
Amortization of Issuance Costs | 3,393 | 1,767 | 5,507 | 3,530 |
Total interest expense | 7,743 | 2,986 | 11,586 | 5,968 |
Convertible Senior Notes due 2025 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | 1,129 | 1,219 | 2,348 | 2,438 |
Amortization of Issuance Costs | 712 | 760 | 1,479 | 1,517 |
Total interest expense | 1,841 | 1,979 | 3,827 | 3,955 |
Convertible Senior Notes due 2027 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | 0 | 0 | 0 | 0 |
Amortization of Issuance Costs | 1,011 | 1,007 | 2,021 | 2,013 |
Total interest expense | 1,011 | 1,007 | 2,021 | 2,013 |
Convertible Senior Notes due 2030 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | 1,250 | 0 | 1,569 | 0 |
Amortization of Issuance Costs | 972 | 0 | 1,220 | 0 |
Total interest expense | 2,222 | 0 | 2,789 | 0 |
Convertible Senior Notes due 2031 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | 1,321 | 0 | 1,512 | 0 |
Amortization of Issuance Costs | 603 | 0 | 692 | 0 |
Total interest expense | 1,924 | 0 | 2,204 | 0 |
Convertible Senior Notes due 2032 | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | 650 | 0 | 650 | 0 |
Amortization of Issuance Costs | 95 | 0 | 95 | 0 |
Total interest expense | 745 | 0 | 745 | 0 |
Secured Notes Due Twenty Twenty Eight | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | 7,657 | 7,656 | 15,313 | 15,312 |
Amortization of Issuance Costs | 435 | 408 | 864 | 809 |
Total interest expense | $ 8,092 | $ 8,064 | 16,177 | 16,121 |
Secured Term Loan Due Twenty Twenty Five | ||||
Debt Instrument [Line Items] | ||||
Contractual Interest Expense | $ 0 | 3,781 | ||
Amortization of Issuance Costs | 31 | |||
Total interest expense | $ 3,812 |
Long-term Debt - Schedule of Ma
Long-term Debt - Schedule of Maturities of Debt Instruments (Detail) $ in Thousands | Jun. 30, 2024 USD ($) |
Debt Instrument [Line Items] | |
2025 | $ 146,189 |
2026 | 584 |
2027 | 1,558,937 |
2028 | 0 |
2029 | 2,203,750 |
Thereafter | 0 |
Total | 3,909,460 |
Convertible Senior Notes due 2025 | |
Debt Instrument [Line Items] | |
2025 | 145,634 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
2029 | 0 |
Thereafter | 0 |
Total | 145,634 |
Convertible Senior Notes due 2027 | |
Debt Instrument [Line Items] | |
2025 | 0 |
2026 | 0 |
2027 | 1,050,000 |
2028 | 0 |
2029 | 0 |
Thereafter | 0 |
Total | 1,050,000 |
Convertible Senior Notes due 2030 | |
Debt Instrument [Line Items] | |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
2029 | 800,000 |
Thereafter | 0 |
Total | 800,000 |
Convertible Senior Notes due 2031 | |
Debt Instrument [Line Items] | |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
2029 | 603,750 |
Thereafter | 0 |
Total | 603,750 |
Convertible Senior Notes due 2032 | |
Debt Instrument [Line Items] | |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
2029 | 800,000 |
Thereafter | 0 |
Total | 800,000 |
Senior Secured Notes Due Twenty Twenty Eight | |
Debt Instrument [Line Items] | |
2025 | 0 |
2026 | 0 |
2027 | 500,000 |
2028 | 0 |
2029 | 0 |
Thereafter | 0 |
Total | 500,000 |
Other Long-Term Secured Debt | |
Debt Instrument [Line Items] | |
2025 | 555 |
2026 | 584 |
2027 | 8,937 |
2028 | 0 |
2029 | 0 |
Thereafter | 0 |
Total | $ 10,076 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) R$ in Thousands | Jul. 04, 2024 BRL (R$) | Jul. 04, 2024 USD ($) | Jun. 30, 2024 USD ($) | May 31, 2024 USD ($) | Aug. 31, 2022 USD ($) |
Loss Contingencies [Line Items] | |||||
Chairman of the Board of Directors and Executive Chairman's personal income taxes involved with civil complaint in the District of Columbia | $ 25,000,000 | ||||
Loss contingency estimate minimum loss | $ 1,200,000 | ||||
Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement amount payable | R$ 6160 | $ 1,100,000 | |||
Board of Directors & Executive Chairman | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement amount payable | $ 40,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Income Taxes [Line Items] | |||||
Effective tax rate from operations | 63.70% | 1,708.90% | |||
Benefit from income taxes | $ 112,487 | $ 60,296 | $ 273,256 | $ 513,483 | |
Pretax loss | 215,046 | $ 38,053 | 428,933 | $ 30,047 | |
Valuation allowance | 1,400 | 1,400 | |||
Unrecognized tax benefits | 8,300 | 8,300 | |||
Other Long-Term Liabilities | |||||
Income Taxes [Line Items] | |||||
Unrecognized tax benefits | 4,500 | 4,500 | $ 8,300 | ||
Deferred Tax Assets, Net | |||||
Income Taxes [Line Items] | |||||
Unrecognized tax benefits | 3,800 | 3,800 | |||
Prepaid Expenses and Other Current Assets | |||||
Income Taxes [Line Items] | |||||
Income taxes receivable | $ 5,800 | $ 5,800 | $ 15,300 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | May 23, 2023 | |
Stock Option Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding, shares | 592,000 | 592,000 | 1,294,000 | ||||
Stock options vested | 138,465 | ||||||
Aggregate fair value of stock option vested | $ 37,500,000 | ||||||
Weighted average grant date fair value of stock option awards | $ 1,112.28 | $ 190.86 | |||||
Share-based compensation expense recognized | $ 10,300,000 | $ 10,500,000 | $ 20,100,000 | $ 23,400,000 | |||
Unrecognized share-based compensation expense | 56,800,000 | $ 56,800,000 | |||||
Unrecognized compensation expense expected to be recognized | 1 year 10 months 24 days | ||||||
Share-settled Restricted Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate fair value of stock option vested | $ 11,700,000 | 5,100,000 | |||||
Share-based compensation expense recognized | $ 7,400,000 | 3,900,000 | $ 12,100,000 | $ 7,300,000 | |||
Unrecognized compensation expense expected to be recognized | 3 years 1 month 6 days | ||||||
Restricted stock units outstanding | 163,868 | 163,868 | 185,000 | ||||
Share-settled restricted stock units vested | 37,458 | 12,847 | |||||
Number of shares withheld to satisfy tax obligations | 2,506 | 2,792 | |||||
Shares issued | 34,952 | 10,055 | |||||
Granted, weighted average grant date fair value (in dollars per share) | $ 1,452.21 | $ 277.59 | |||||
Unrecognized share-based compensation expense | $ 77,500,000 | $ 77,500,000 | |||||
Share-settled Performance Stock Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Aggregate fair value of stock option vested | $ 0 | $ 0 | |||||
Unrecognized compensation expense expected to be recognized | 2 years 6 months | ||||||
Restricted stock units outstanding | 30,000 | 30,000 | 25,000 | ||||
Unrecognized share-based compensation expense | $ 23,400,000 | $ 23,400,000 | |||||
Class A | Stock Option Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding, shares | 591,555 | 591,555 | |||||
2013 Equity Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity compensation plan expiration period | 2023-05 | ||||||
2013 Equity Plan | Other Stock Based Awards and Cash Settled RSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | $ 100,000 | 400,000 | $ 1,900,000 | $ 1,100,000 | |||
Unrecognized compensation expense expected to be recognized | 7 months 6 days | ||||||
Unrecognized share-based compensation expense | 400,000 | $ 400,000 | |||||
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 | $ 3,071.27 | $ 486.18 | |||||
Share-based compensation expense recognized | $ 2,400,000 | 300,000 | $ 3,500,000 | $ 300,000 | |||
Restricted stock units outstanding | 30,285 | 30,285 | |||||
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 | 232,574 | 232,574 | |||||
2021 Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | $ 400,000 | $ 400,000 | $ 800,000 | $ 1,000,000 | |||
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 | 52,675 | 52,675 | |||||
Common stock, shares issued | 6,932 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - Stock Option Awards - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2024 | |
Options outstanding, shares | |
Beginning Balance | 1,294 |
Granted | 10 |
Exercised | (695) |
Forfeited/Expired | (17) |
Ending Balance | 592 |
Exercisable as of June 30, 2024 | 302 |
Expected to vest as of June 30, 2024 | 290 |
Total | 592 |
Weighted Average Exercise Price Per Share | |
Beginning Balance | $ 286.78 |
Granted | 1,594.74 |
Exercised | 220.77 |
Forfeited/Expired | 447.47 |
Ending Balance | 379.99 |
Exercisable as of June 30, 2024 | 344.16 |
Expected to vest as of June 30, 2024 | 417.41 |
Total | $ 379.99 |
Aggregate Intrinsic Value | |
Exercised | $ 612,055 |
Exercisable as of June 30, 2024 | 312,250 |
Expected to vest as of June 30, 2024 | 279,809 |
Total | $ 592,059 |
Weighted Average Remaining Contractual Term (Years) | |
Exercisable as of June 30, 2024 | 6 years 2 months 12 days |
Expected to vest as of June 30, 2024 | 7 years 8 months 12 days |
Total | 7 years |
Schedule of Range of Exercise P
Schedule of Range of Exercise Prices per Share (Detail) - Stock Option Awards shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares, Stock Options Outstanding | shares | 592 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 379.99 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 7 years |
124.48 - 200.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices per Share, minimum | $ 124.48 |
Range of Exercise Prices per Share, maximum | $ 200 |
Shares, Stock Options Outstanding | shares | 180 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 155.97 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 5 years 7 months 6 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 | 105 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 249.98 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 8 years 3 months 18 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 | 8 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 | 175 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 411.68 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 7 years 7 months 6 days |
600.01 - 700.00 | |
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 | $ 700 |
Shares, Stock Options Outstanding | shares | 120 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 691.23 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 6 years 8 months 12 days |
1,500.01 - 1,599.29 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices per Share, minimum | $ 1,500.01 |
Range of Exercise Prices per Share, maximum | $ 1,599.29 |
Shares, Stock Options Outstanding | shares | 9 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 1,594.74 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 9 years 8 months 12 days |
Assumptions Used in Black-Schol
Assumptions Used in Black-Scholes Pricing Model (Detail) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Stock Option Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 75.10% | 71.80% |
Expected volatility, maximum | 82.80% | 74.10% |
Risk-free interest rate, minimum | 4.20% | 3.70% |
Risk-free interest rate, maximum | 4.50% | 3.90% |
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 | 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 | 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 | 3 years |
Expected volatility | 92.70% | 95.60% |
Risk-free interest rate | 4.40% | 4.10% |
Expected dividend yield | 0% | 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, 2024 USD ($) shares | |
Number of Shares/Units | |
Beginning Balance | 185,000 |
Granted | 31,000 |
Vested | (37,000) |
Forfeited | (15,000) |
Ending Balance | 163,868 |
Expected to vest as of June 30, 2024 | 164,000 |
Aggregate Intrinsic Value | |
Vested | $ | $ 56,160 |
Expected to vest as of June 30, 2024 | $ | $ 225,725 |
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, 2024 USD ($) shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning Balance | 25 |
Granted | 6 |
Vested | 0 |
Forfeited | (1) |
Ending Balance | 30 |
Expected to vest as of June 30, 2024 | 30 |
Aggregate Intrinsic Value | |
Vested | $ | $ 0 |
Expected to vest as of June 30, 2024 | $ | $ 83,434 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Tax (benefit) expense related to: | ||||
Share-based compensation expense | $ (3,887) | $ (2,754) | $ (8,079) | $ (5,979) |
Exercises of stock options and vesting of share-settled restricted stock units | (52,960) | 370 | (157,266) | 285 |
Total tax benefit related to the Company's equity plans | $ (56,847) | $ (2,384) | $ (165,345) | $ (5,694) |
Basic and Diluted (Loss) Earn_3
Basic and Diluted (Loss) Earnings per Share - Additional Information (Detail) - shares | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
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 (Loss) Earn_4
Basic and Diluted (Loss) Earnings per Share - Computation of Basic and Diluted Basic and Diluted (Loss) Earnings per Share per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Class of Stock [Line Items] | |||||
Net (loss) income - Basic | $ (102,559) | $ 22,243 | $ (155,677) | $ 483,436 | |
Net (loss) income - Diluted | $ (102,559) | $ 24,392 | $ (155,677) | $ 487,719 | |
Total weighted average shares of common stock outstanding - Basic | 17,861 | 13,247 | 17,533 | 11,739 | |
Total weighted average shares of common stock outstanding - Diluted | 17,861 | 16,095 | 17,533 | 14,534 | |
(Loss) earnings per share: | |||||
Basic (loss) earnings per share | [1] | $ (5.74) | $ 1.68 | $ (8.88) | $ 41.18 |
Diluted (loss) earnings per share | [1] | $ (5.74) | $ 1.52 | $ (8.88) | $ 33.56 |
Employee Stock Option | |||||
Class of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Diluted | 0 | 441 | 0 | 398 | |
RSU | |||||
Class of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Diluted | 0 | 37 | 0 | 29 | |
Employee Stock Purchase Plan | |||||
Class of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Diluted | 0 | 1 | 0 | 0 | |
Performance stock units | |||||
Class of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Diluted | 0 | 3 | 0 | 2 | |
2025 Convertible Notes | |||||
Class of Stock [Line Items] | |||||
Interest expense on Convertible Notes, net of tax | $ 0 | $ 1,424 | $ 0 | $ 2,838 | |
Total weighted average shares of common stock outstanding - Diluted | 0 | 1,633 | 0 | 1,633 | |
2027 Convertible Notes | |||||
Class of Stock [Line Items] | |||||
Interest expense on Convertible Notes, net of tax | $ 0 | $ 725 | $ 0 | $ 1,445 | |
Total weighted average shares of common stock outstanding - Diluted | 0 | 733 | 0 | 733 | |
Class A | |||||
Class of Stock [Line Items] | |||||
Total weighted average shares of common stock outstanding - Basic | 15,897 | 11,283 | 15,569 | 9,775 | |
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 (loss) earnings per share for class A and class B common stock are the same. |
Basic and Diluted (Loss) Earn_5
Basic and Diluted (Loss) Earnings per Share - Schedule of Weighted Average of Potential Class A Common Stock Excluded from Computation of Basic and Diluted (Loss) Earnings per Share Per Share (Detail) - Class A - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted (loss) earnings per share | 2,816 | 678 | 3,323 | 718 |
2025 Convertible Notes | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted (loss) earnings per share | 366 | 0 | 1,000 | 0 |
2027 Convertible Notes | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted (loss) earnings per share | 733 | 0 | 733 | 0 |
2030 Convertible Notes | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted (loss) earnings per share | 534 | 0 | 338 | 0 |
2031 Convertible Notes | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted (loss) earnings per share | 259 | 0 | 150 | 0 |
2032 Convertible Notes | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted (loss) earnings per share | 60 | 0 | 30 | 0 |
Employee Stock Option | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted (loss) earnings per share | 614 | 643 | 831 | 677 |
RSU | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted (loss) earnings per share | 187 | 35 | 184 | 39 |
Performance stock units | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted (loss) earnings per share | 61 | 0 | 56 | 0 |
Employee stock purchase plan | ||||
Class of Stock [Line Items] | ||||
Weighted shares of potential class A stock excluded from calculation of diluted (loss) earnings per share | 2 | 0 | 1 | 2 |
At-the-Market Equity Offering_2
At-the-Market Equity Offerings - Summary of Active At-the-Market Equity Offering (Detail) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 6 Months Ended | 8 Months Ended | |||||||||||
Jul. 31, 2024 | Nov. 30, 2023 | Nov. 29, 2023 | Aug. 01, 2023 | May 01, 2023 | Sep. 09, 2022 | Jun. 30, 2024 | Jul. 31, 2023 | Jun. 30, 2023 | Nov. 29, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jul. 31, 2024 | May 01, 2023 | Dec. 31, 2023 | |
At Market Equity Offerings [Line Items] | |||||||||||||||
Net proceeds received from shares sold under such sales agreement | $ 0 | $ 333,494 | $ 137,152 | $ 672,456 | |||||||||||
Class A | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Cumulative shares sold under such sales agreement | 25,787,000 | 25,787,000 | 23,588,000 | ||||||||||||
November 2023 Sales Agreement | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Net proceeds received from shares sold under such sales agreement | $ 0 | $ 137,152 | |||||||||||||
Cumulative shares sold under such sales agreement | 1,272,077 | 1,272,077 | |||||||||||||
November 2023 Sales Agreement | Cowen and Company LLC, Canaccord Genuity LLC, and BTIG, LLC | Subsequent Event | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Net proceeds received from shares sold under such sales agreement | $ 747,025 | ||||||||||||||
November 2023 Sales Agreement | Cowen and Company LLC, Canaccord Genuity LLC, and BTIG, LLC | Class A | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Agreement effective date | Nov. 30, 2023 | ||||||||||||||
Sales agents | Cowen and Company, LLC, Canaccord Genuity LLC, and BTIG, LLC | ||||||||||||||
Maximum aggregate offering price | $ 750,000 | ||||||||||||||
Maximum commissions payable to sales agents on gross proceeds from the sale of shares | 2% | ||||||||||||||
November 2023 Sales Agreement | Cowen and Company LLC, Canaccord Genuity LLC, and BTIG, LLC | Class A | Subsequent Event | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Date terminated | Jul. 31, 2024 | ||||||||||||||
August 2023 Sales Agreement | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Cumulative shares sold under such sales agreement | 1,592,950 | 1,592,950 | |||||||||||||
August 2023 Sales Agreement | Cowen, Canaccord and Berenberg Capital Markets LLC | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Net proceeds received from shares sold under such sales agreement | $ 737,760 | ||||||||||||||
August 2023 Sales Agreement | Cowen, Canaccord and Berenberg Capital Markets LLC | Class A | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Agreement effective date | Aug. 01, 2023 | ||||||||||||||
Sales agents | Cowen and Company, LLC, Canaccord Genuity LLC, and Berenberg Capital Markets LLC | ||||||||||||||
Maximum aggregate offering price | $ 750,000 | ||||||||||||||
Maximum commissions payable to sales agents on gross proceeds from the sale of shares | 2% | ||||||||||||||
Date terminated | Nov. 29, 2023 | ||||||||||||||
May 2023 Sales Agreement | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Net proceeds received from shares sold under such sales agreement | 333,494 | 333,494 | |||||||||||||
Cumulative shares sold under such sales agreement | 1,079,170 | 1,079,170 | |||||||||||||
May 2023 Sales Agreement | Cowen and Canaccord Genuity | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Net proceeds received from shares sold under such sales agreement | $ 333,494 | ||||||||||||||
May 2023 Sales Agreement | Cowen and Canaccord Genuity | Class A | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Agreement effective date | May 01, 2023 | ||||||||||||||
Sales agents | Cowen and Company, LLC and Canaccord Genuity LLC | ||||||||||||||
Maximum aggregate offering price | $ 625,000 | ||||||||||||||
Maximum commissions payable to sales agents on gross proceeds from the sale of shares | 2% | ||||||||||||||
Date terminated | Aug. 01, 2023 | ||||||||||||||
2022 Sales Agreement | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Net proceeds received from shares sold under such sales agreement | $ 0 | $ 338,962 | |||||||||||||
Cumulative shares sold under such sales agreement | 1,567,430 | 1,567,430 | |||||||||||||
2022 Sales Agreement | Cowen and BTIG | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Net proceeds received from shares sold under such sales agreement | $ 385,181 | ||||||||||||||
2022 Sales Agreement | Cowen and BTIG | Class A | |||||||||||||||
At Market Equity Offerings [Line Items] | |||||||||||||||
Agreement effective date | Sep. 09, 2022 | ||||||||||||||
Sales agents | Cowen and Company, LLC and BTIG, LLC | ||||||||||||||
Maximum aggregate offering price | $ 500,000 | ||||||||||||||
Maximum commissions payable to sales agents on gross proceeds from the sale of shares | 2% | ||||||||||||||
Date terminated | May 01, 2023 |
At-the-Market Equity Offering_3
At-the-Market Equity Offerings - Summary of Sales Activity of Sales Agreement for At-the-Market Equity Offering (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
At Market Equity Offerings [Line Items] | ||||
Shares sold under such sales agreement | 0 | 1,079,170 | 195,162 | 2,428,025 |
Net proceeds received from shares sold under such sales agreement | $ 0 | $ 333,494 | $ 137,152 | $ 672,456 |
2022 Sales Agreement | ||||
At Market Equity Offerings [Line Items] | ||||
Shares sold under such sales agreement | 0 | 1,348,855 | ||
Net proceeds received from shares sold under such sales agreement | $ 0 | $ 338,962 | ||
May 2023 Sales Agreement | ||||
At Market Equity Offerings [Line Items] | ||||
Shares sold under such sales agreement | 1,079,170 | 1,079,170 | ||
Net proceeds received from shares sold under such sales agreement | $ 333,494 | $ 333,494 | ||
November 2023 Sales Agreement | ||||
At Market Equity Offerings [Line Items] | ||||
Shares sold under such sales agreement | 0 | 195,162 | ||
Net proceeds received from shares sold under such sales agreement | $ 0 | $ 137,152 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 Country Customer | Jun. 30, 2023 Country Customer | Jun. 30, 2024 Country Segment Customer | Jun. 30, 2023 Customer Country | Dec. 31, 2023 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 |
Segment Information - Breakout
Segment Information - Breakout of Operations of Software Segment and Corporate & Other Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total revenues | $ 111,442 | $ 120,400 | $ 226,688 | $ 242,315 |
Total cost of revenues | 30,935 | 27,121 | 60,950 | 55,062 |
Gross profit | 80,507 | 93,279 | 165,738 | 187,253 |
Total operating expenses | 280,781 | 119,987 | 569,714 | 234,268 |
Loss from operations | (200,274) | (26,708) | (403,976) | (47,015) |
Operating Segments | Software Business | ||||
Segment Reporting Information [Line Items] | ||||
Total revenues | 111,442 | 120,400 | 226,688 | 242,315 |
Total cost of revenues | 30,935 | 27,121 | 60,950 | 55,062 |
Gross profit | 80,507 | 93,279 | 165,738 | 187,253 |
Total operating expenses | 99,236 | 95,521 | 195,359 | 190,008 |
Loss from operations | (18,729) | (2,242) | (29,621) | (2,755) |
Corporate & Other | ||||
Segment Reporting Information [Line Items] | ||||
Total operating expenses | 181,545 | 24,466 | 374,355 | 44,260 |
Loss from operations | $ (181,545) | $ (24,466) | $ (374,355) | $ (44,260) |
Total Revenues, Gross Profit, (
Total Revenues, Gross Profit, (Loss) Income from Operations, and Long-Lived Assets, by Geographic Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | $ 111,442 | $ 120,400 | $ 226,688 | $ 242,315 | |
Gross profit | 80,507 | 93,279 | 165,738 | 187,253 | |
(Loss) income from operations | (200,274) | (26,708) | (403,976) | (47,015) | |
Long-lived assets | 81,923 | 81,923 | $ 86,284 | ||
U.S | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | 63,778 | 71,427 | 128,157 | 141,104 | |
Gross profit | 44,582 | 56,780 | 90,643 | 110,969 | |
(Loss) income from operations | (209,715) | (32,407) | (421,205) | (65,495) | |
Long-lived assets | 71,736 | 71,736 | 75,004 | ||
EMEA | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | 36,968 | 37,109 | 75,321 | 75,129 | |
Gross profit | 29,190 | 28,809 | 60,090 | 58,506 | |
(Loss) income from operations | 15,900 | 12,882 | 29,540 | 29,403 | |
Long-lived assets | 4,092 | 4,092 | 3,937 | ||
Other Regions | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | 10,696 | 11,864 | 23,210 | 26,082 | |
Gross profit | 6,735 | 7,690 | 15,005 | 17,778 | |
(Loss) income from operations | (6,459) | $ (7,183) | (12,311) | $ (10,923) | |
Long-lived assets | $ 6,095 | $ 6,095 | $ 7,343 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Board of Directors & Executive Chairman | 3 Months Ended | 6 Months Ended | ||||
Jun. 12, 2024 | Jun. 12, 2023 USD ($) Extended Term | Jun. 24, 2022 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | May 31, 2024 USD ($) | |
Related Party Transaction [Line Items] | ||||||
Litigation settlement amount payable | $ 40,000,000 | |||||
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 | $ 157,000 | 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 per one year term extension | $ 157,000 | |||||
Extended term | 1 year | 1 year | ||||
Option to extend number of additional one-year period under agreement | Extended Term | 3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Aug. 01, 2024 USD ($) | Jul. 15, 2024 USD ($) shares | Jul. 15, 2024 USD ($) | Jul. 11, 2024 | Aug. 05, 2024 USD ($) Bitcoin | Sep. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) Bitcoin shares | Jun. 30, 2023 USD ($) Bitcoin | Jun. 30, 2024 USD ($) Bitcoin | Jun. 30, 2023 USD ($) Bitcoin | Jul. 14, 2024 USD ($) | Jun. 13, 2024 USD ($) | |
Subsequent Event [Line Items] | ||||||||||||
Number of Bitcoins Purchased | Bitcoin | 12,053 | 12,333 | 37,181 | 19,833 | ||||||||
Purchase of bitcoins, value | $ 793,828,000 | $ 347,003,000 | $ 2,433,137,000 | $ 526,278,000 | ||||||||
Digital asset impairment losses | 180,090,000 | $ 24,143,000 | 371,723,000 | 43,054,000 | ||||||||
Redemption price in cash | $ 44,000 | $ 0 | ||||||||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of Bitcoins Purchased | Bitcoin | 169 | |||||||||||
Purchase of bitcoins, value | $ 11,400,000 | |||||||||||
Purchase price per bitcoins | $ 67,483 | |||||||||||
Stockholders' Equity Note, Stock Split | On July 11, 2024, the Company announced a 10-for-1 stock split of the Company’s class A common stock and class B common stock. The stock split will be effected by means of a stock dividend to the holders of record of the Company’s class A common stock and class B common stock as of the close of business on August 1, 2024, the record date for the dividend. The dividend is expected to be distributed after the close of trading on August 7, 2024. Trading is expected to commence on a split-adjusted basis at market open on August 8, 2024. | |||||||||||
Stock split, conversion ratio | 10 | |||||||||||
2028 Secured Term Loan | Collateral Pledged | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of Bitcoins Purchased | Bitcoin | 169 | |||||||||||
Convertible Senior Notes due 2025 | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt instrument, redemption, description | On June 13, 2024, the Company announced that it delivered a notice of redemption (the “Redemption Notice”) to the trustee of the 2025 Convertible Notes for redemption of all $650.0 million in aggregate principal amount of the 2025 Convertible Notes then outstanding on July 15, 2024 (the “Redemption Date”). Due to the Company’s issuance of the Redemption Notice, the 2025 Convertible Notes became convertible at the option of the holders of such notes from the delivery of the Redemption Notice until 5:00 p.m., New York City time, on July 11, 2024. The Company elected to satisfy its conversion obligation with respect to the 2025 Convertible Notes by delivering solely shares of its class A common stock, together with cash in lieu of any fractional shares. Holders of the 2025 Convertible Notes requested to convert $649.7 million in principal amount of the 2025 Convertible Notes prior to the Redemption Date. The Company settled conversion requests in respect of $504.4 million in principal amount of the 2025 Convertible Notes during the quarter ended June 30, 2024, resulting in the issuance of 1,267,240 shares of the Company’s class A common stock and payment of a nominal amount of cash in lieu of fractional shares, and settled conversion requests in respect of $145.3 million in principal amount of the 2025 Convertible Notes during the period from July 1, 2024 to July 15, 2024, resulting in the issuance of 365,065 shares of the Company’s class A common stock and payment of a nominal amount of cash in lieu of fractional shares, in each case in accordance with the terms and provisions of the indenture governing the 2025 Convertible Notes. On the Redemption Date, the Company redeemed $0.3 million aggregate principal amount of 2025 Convertible Notes, constituting all of the 2025 Convertible Notes then outstanding, at an aggregate redemption price of $0.3 million in cash, equal to 100% of the principal amount of the 2025 Convertible Notes redeemed, plus accrued and unpaid interest, to but excluding the Redemption Date. | |||||||||||
Debt Instrument, Face Amount | 650,000,000 | $ 650,000,000 | $ 650,000,000 | |||||||||
Convertible Senior Notes due 2025 | Class A | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 504,400,000 | $ 504,400,000 | ||||||||||
Debt instrument, issuance of conversion shares | shares | 1,267,240 | |||||||||||
Convertible Senior Notes due 2025 | Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 300,000 | ||||||||||
Redemption price in cash | $ 300,000 | |||||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | |||||||||||
Convertible Senior Notes due 2025 | Subsequent Event | Class A | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 145,300,000 | $ 145,300,000 | $ 649,700,000 | |||||||||
Debt instrument, issuance of conversion shares | shares | 365,065 | |||||||||||
Maximum | Subsequent Event | Class A | August 2024 Sales Agreement | TD Securities (USA) LLC, The Benchmark Company, LLC, BTIG, LLC, Canaccord Genuity LLC, Maxim Group LLC and SG Americas Securities, LLC | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Aggregate offering | $ 2,000,000,000 | |||||||||||
Scenario Forecast | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Digital asset impairment losses | $ 275,500,000 |
Subsequent Events - Computation
Subsequent Events - Computation of Basic and Diluted (Loss) Earnings per Share on an Unaudited Pro Forma Basis (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | ||
Class of Stock [Line Items] | |||||
Net (loss) income - Basic | $ (102,559) | $ 22,243 | $ (155,677) | $ 483,436 | |
Net (loss) income - Diluted | $ (102,559) | $ 24,392 | $ (155,677) | $ 487,719 | |
Total weighted average shares of common stock outstanding - Basic | 17,861 | 13,247 | 17,533 | 11,739 | |
Total weighted average shares of common stock outstanding - Diluted | 17,861 | 16,095 | 17,533 | 14,534 | |
(Loss) earnings per share: | |||||
Basic (loss) earnings per share (1) | [1] | $ (5.74) | $ 1.68 | $ (8.88) | $ 41.18 |
Diluted (loss) earnings per share (1) | [1] | $ (5.74) | $ 1.52 | $ (8.88) | $ 33.56 |
Pro Forma (Unaudited) | Stock Split | |||||
Class of Stock [Line Items] | |||||
Net (loss) income - Basic | $ (102,559) | $ 22,243 | $ (155,677) | $ 483,436 | |
Net (loss) income - Diluted | $ (102,559) | $ 24,392 | $ (155,677) | $ 487,719 | |
Total weighted average shares of common stock outstanding - Basic | 178,610 | 132,470 | 175,330 | 117,390 | |
Total weighted average shares of common stock outstanding - Diluted | 178,610 | 160,950 | 175,330 | 145,340 | |
(Loss) earnings per share: | |||||
Basic (loss) earnings per share (1) | [2] | $ (0.57) | $ 0.17 | $ (0.89) | $ 4.12 |
Diluted (loss) earnings per share (1) | [2] | $ (0.57) | $ 0.15 | $ (0.89) | $ 3.36 |
[1] Basic and fully diluted (loss) earnings per share for class A and class B common stock are the same. Basic and fully diluted (loss) earnings per share for class A and class B common stock are the same. |