Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 26, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 000-24435 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0323571 | |
Entity Address, Address Line One | 1850 Towers Crescent Plaza | |
Entity Address, City or Town | Tysons Corner | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22182 | |
City Area Code | 703 | |
Local Phone Number | 848-8600 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,333,523 | |
Class B Convertible | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,964,025 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 92,677 | $ 63,356 |
Restricted cash | 6,265 | 1,078 |
Accounts receivable, net | 126,930 | 189,280 |
Prepaid expenses and other current assets | 21,116 | 14,251 |
Total current assets | 246,988 | 267,965 |
Digital assets | 2,895,619 | 2,850,210 |
Property and equipment, net | 35,680 | 36,587 |
Right-of-use assets | 64,637 | 66,760 |
Deposits and other assets | 18,181 | 15,820 |
Deferred tax assets, net | 377,282 | 319,782 |
Total assets | 3,638,387 | 3,557,124 |
Current liabilities: | ||
Accounts payable, accrued expenses, and operating lease liabilities | 44,388 | 46,084 |
Accrued compensation and employee benefits | 43,726 | 54,548 |
Accrued interest | 10,544 | 1,493 |
Deferred revenue and advance payments | 206,217 | 209,860 |
Total current liabilities | 304,875 | 311,985 |
Long-term debt, net | 2,361,865 | 2,155,151 |
Deferred revenue and advance payments | 8,236 | 8,089 |
Operating lease liabilities | 73,956 | 76,608 |
Other long-term liabilities | 26,347 | 26,224 |
Deferred tax liabilities | 109 | 109 |
Total liabilities | 2,775,388 | 2,578,166 |
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 | 1,743,944 | 1,727,143 |
Treasury stock, at cost; 8,684 shares | (782,104) | (782,104) |
Accumulated other comprehensive loss | (9,552) | (7,543) |
(Accumulated deficit) retained earnings | (89,309) | 41,442 |
Total stockholders’ equity | 862,999 | 978,958 |
Total liabilities and stockholders’ equity | 3,638,387 | 3,557,124 |
Class A | ||
Stockholders’ Equity | ||
Common stock | 18 | 18 |
Class B Convertible | ||
Stockholders’ Equity | ||
Common stock | $ 2 | $ 2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 18,018,000 | 18,006,000 |
Common stock, shares outstanding | 9,334,000 | 9,322,000 |
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 | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Revenues: | |||
Total revenues | $ 119,277 | $ 122,902 | |
Cost of revenues: | |||
Total cost of revenues | 25,677 | 22,549 | |
Gross profit | 93,600 | 100,353 | |
Operating expenses: | |||
Sales and marketing | 33,240 | 38,198 | |
Research and development | 33,523 | 29,483 | |
General and administrative | 26,706 | 21,729 | |
Digital asset impairment losses | 170,091 | 194,095 | |
Total operating expenses | 263,560 | 283,505 | |
Loss from operations | (169,960) | (183,152) | |
Interest expense, net | (11,039) | (2,396) | |
Other income, net | 2,225 | 1,264 | |
Loss before income taxes | (178,774) | (184,284) | |
Benefit from income taxes | (48,023) | (74,264) | |
Net loss | $ (130,751) | $ (110,020) | |
Basic loss per share | [1] | $ (11.58) | $ (11.40) |
Weighted average shares outstanding used in computing basic loss per share | 11,289 | 9,647 | |
Diluted loss per share | [1] | $ (11.58) | $ (11.40) |
Weighted average shares outstanding used in computing diluted loss per share | 11,289 | 9,647 | |
Total product licenses and subscription services | |||
Revenues: | |||
Total revenues | $ 29,358 | $ 31,306 | |
Cost of revenues: | |||
Total cost of revenues | 5,887 | 4,116 | |
Product licenses | |||
Revenues: | |||
Total revenues | 16,513 | 21,280 | |
Cost of revenues: | |||
Total cost of revenues | 477 | 488 | |
Subscription services | |||
Revenues: | |||
Total revenues | 12,845 | 10,026 | |
Cost of revenues: | |||
Total cost of revenues | 5,410 | 3,628 | |
Product support | |||
Revenues: | |||
Total revenues | 67,151 | 70,649 | |
Cost of revenues: | |||
Total cost of revenues | 5,191 | 4,812 | |
Other services | |||
Revenues: | |||
Total revenues | 22,768 | 20,947 | |
Cost of revenues: | |||
Total cost of revenues | $ 14,599 | $ 13,621 | |
[1] | Basic and fully diluted loss per share for class A and class B common stock are the same. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (130,751) | $ (110,020) |
Other comprehensive loss, net of applicable taxes: | ||
Foreign currency translation adjustment | (2,009) | (1,836) |
Total other comprehensive loss | (2,009) | (1,836) |
Comprehensive loss | $ (132,760) | $ (111,856) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common StockClass A | Class A Common StockClass B Convertible | Additional Paid-in Capital | Treasury Stock | Accumulated Other Comprehensive Loss | (Accumulated Deficit) Retained Earnings |
Beginning Balance at Dec. 31, 2020 | $ 446,192 | $ 16 | $ 2 | $ 655,241 | $ (782,104) | $ (3,885) | $ 576,922 |
Beginning Balance (in shares) at Dec. 31, 2020 | 16,307 | 1,964 | (8,684) | ||||
Net loss | (110,020) | $ 0 | $ 0 | 0 | $ 0 | 0 | (110,020) |
Other comprehensive income (loss) | (1,836) | 0 | 0 | 0 | 0 | (1,836) | 0 |
Issuance of class A common stock upon exercise of stock options | 23,854 | $ 0 | 0 | 23,854 | 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 159 | ||||||
Share-based compensation expense | 6,848 | $ 0 | 0 | 6,848 | 0 | 0 | 0 |
Ending Balance at Mar. 31, 2021 | 365,038 | $ 16 | $ 2 | 685,943 | $ (782,104) | (5,721) | 466,902 |
Ending Balance (in shares) at Mar. 31, 2021 | 16,466 | 1,964 | (8,684) | ||||
Net loss | (299,347) | $ 0 | $ 0 | 0 | $ 0 | 0 | (299,347) |
Other comprehensive income (loss) | 397 | 0 | 0 | 0 | 0 | 397 | 0 |
Issuance of class A common stock upon exercise of stock options | 244 | $ 0 | 0 | 244 | 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 2 | ||||||
Share-based compensation expense | 11,087 | $ 0 | 0 | 11,087 | 0 | 0 | 0 |
Ending Balance at Jun. 30, 2021 | 77,419 | $ 16 | $ 2 | 697,274 | $ (782,104) | (5,324) | 167,555 |
Ending Balance (in shares) at Jun. 30, 2021 | 16,468 | 1,964 | (8,684) | ||||
Net loss | (36,136) | $ 0 | $ 0 | 0 | $ 0 | 0 | (36,136) |
Other comprehensive income (loss) | (1,457) | 0 | 0 | 0 | 0 | (1,457) | 0 |
Issuance of class A common stock upon exercise of stock options | 7,282 | $ 0 | 0 | 7,282 | 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 50 | ||||||
Issuance of class A common stock under employee stock purchase plan | 2,854 | $ 0 | $ 0 | 2,854 | $ 0 | 0 | 0 |
Issuance of class A common stock under employee stock purchase plan, (in shares) | 5 | 0 | 0 | ||||
Issuance of class A common stock under public offerings, net of issuance costs | 399,469 | $ 1 | $ 0 | 399,468 | $ 0 | 0 | 0 |
Issuance of class A common stock under public offerings, net of issuance costs, (in shares) | 555 | 0 | 0 | ||||
Share-based compensation expense | 11,883 | $ 0 | $ 0 | 11,883 | $ 0 | 0 | 0 |
Ending Balance at Sep. 30, 2021 | 461,314 | $ 17 | $ 2 | 1,118,761 | $ (782,104) | (6,781) | 131,419 |
Ending Balance (in shares) at Sep. 30, 2021 | 17,078 | 1,964 | (8,684) | ||||
Net loss | (89,977) | $ 0 | $ 0 | 0 | $ 0 | 0 | (89,977) |
Other comprehensive income (loss) | (762) | 0 | 0 | 0 | 0 | (762) | 0 |
Issuance of class A common stock upon exercise of stock options | 9,271 | $ 0 | 0 | 9,271 | 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 58 | ||||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (4,754) | $ 0 | $ 0 | (4,754) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 11 | 0 | 0 | ||||
Issuance of class A common stock under public offerings, net of issuance costs | 590,994 | $ 1 | $ 0 | 590,993 | $ 0 | 0 | 0 |
Issuance of class A common stock under public offerings, net of issuance costs, (in shares) | 859 | 0 | 0 | ||||
Share-based compensation expense | 12,872 | $ 0 | $ 0 | 12,872 | $ 0 | 0 | 0 |
Ending Balance at Dec. 31, 2021 | 978,958 | $ 18 | $ 2 | 1,727,143 | $ (782,104) | (7,543) | 41,442 |
Ending Balance (in shares) at Dec. 31, 2021 | 18,006 | 1,964 | (8,684) | ||||
Net loss | (130,751) | $ 0 | $ 0 | 0 | $ 0 | 0 | (130,751) |
Other comprehensive income (loss) | (2,009) | 0 | 0 | 0 | 0 | (2,009) | 0 |
Issuance of class A common stock upon exercise of stock options | 288 | $ 0 | 0 | 288 | 0 | 0 | 0 |
Issuance of class A common stock upon exercise of stock options (in shares) | 2 | ||||||
Issuance of class A common stock under employee stock purchase plan | 2,805 | $ 0 | $ 0 | 2,805 | $ 0 | 0 | 0 |
Issuance of class A common stock under employee stock purchase plan, (in shares) | 7 | 0 | 0 | ||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (501) | $ 0 | $ 0 | (501) | $ 0 | 0 | 0 |
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 3 | 0 | 0 | ||||
Share-based compensation expense | 14,209 | $ 0 | $ 0 | 14,209 | $ 0 | 0 | 0 |
Ending Balance at Mar. 31, 2022 | $ 862,999 | $ 18 | $ 2 | $ 1,743,944 | $ (782,104) | $ (9,552) | $ (89,309) |
Ending Balance (in shares) at Mar. 31, 2022 | 18,018 | 1,964 | (8,684) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities: | ||
Net (loss) income | $ (130,751) | $ (110,020) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 2,691 | 2,782 |
Reduction in carrying amount of right-of-use assets | 1,994 | 2,086 |
Credit losses and sales allowances | 272 | (172) |
Deferred taxes | (57,445) | (76,759) |
Share-based compensation expense | 14,394 | 7,711 |
Digital asset impairment losses | 170,091 | 194,095 |
Amortization of issuance costs on long-term debt | 2,129 | 1,172 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 8,183 | 6,774 |
Prepaid expenses and other current assets | (2,838) | (2,919) |
Deposits and other assets | (5,801) | (62) |
Accounts payable and accrued expenses | (2,041) | (4,632) |
Accrued compensation and employee benefits | (12,735) | (3,810) |
Accrued interest | 9,051 | 1,219 |
Deferred revenue and advance payments | 48,895 | 47,606 |
Operating lease liabilities | (2,382) | (2,458) |
Other long-term liabilities | (25) | 90 |
Net cash provided by operating activities | 43,682 | 62,703 |
Investing activities: | ||
Purchases of digital assets | (215,500) | (1,086,375) |
Purchases of property and equipment | (641) | (447) |
Net cash used in investing activities | (216,141) | (1,086,822) |
Financing activities: | ||
Proceeds from convertible senior notes | 0 | 1,050,000 |
Proceeds from secured term loan, net of lender fees | 204,693 | 0 |
Proceeds from exercise of stock options | 288 | 23,854 |
Payment of withholding tax on vesting of restricted stock units | (495) | 0 |
Net cash provided by financing activities | 207,291 | 1,049,258 |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (324) | (2,160) |
Net increase in cash, cash equivalents, and restricted cash | 34,508 | 22,979 |
Cash, cash equivalents, and restricted cash, beginning of period | 64,434 | 60,759 |
Cash, cash equivalents, and restricted cash, end of period | 98,942 | 83,738 |
Employee Stock Purchase Plan | ||
Financing activities: | ||
Proceeds from sales under employee stock purchase plan | 2,805 | 0 |
Convertible Senior Notes | ||
Financing activities: | ||
Issuance costs paid | $ 0 | $ (24,596) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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. Certain amounts in the prior year’s Consolidated Statements of Cash Flows have been reclassified to conform to current year presentation. In particular, accrued interest related to the Company’s long-term debt has been reclassified from “Accounts payable and accrued expenses” to “Accrued interest” within operating activities. The balances presented in the Consolidated Statements of Stockholders’ Equity as of January 1, 2021 include the opening balance adjustments due to the adoption of Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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, 2021. There have been no significant changes in the Company’s accounting policies since December 31, 2021. The accompanying Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Digital Assets
Digital Assets | 3 Months Ended |
Mar. 31, 2022 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Digital Assets | (2) Digital Assets The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other The following table summarizes the Company’s digital asset holdings (in thousands, except number of bitcoins), as of: March 31, December 31, 2022 2021 Approximate number of bitcoins held 129,218 124,391 Digital assets carrying value $ 2,895,619 $ 2,850,210 Cumulative digital asset impairment losses $ 1,071,410 $ 901,319 The carrying value 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 March 31, 2022 or December 31, 2021, respectively, and not as of March 31, 2022 or December 31, 2021, 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: Three Months Ended March 31, 2022 2021 Approximate number of bitcoins purchased 4,827 20,857 Digital asset purchases $ 215,500 $ 1,086,375 Digital asset impairment losses $ 170,091 $ 194,095 The Company did not sell any of its bitcoins during the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, approximately 14,109 of the bitcoins held by the Company serve as part of the collateral for the Company’s 6.125% Senior Secured Notes due 2028 (the “2028 Secured Notes”), as further described in Note 4, Long-term Debt, to the Consolidated Financial Statements and 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, 2021. As of March 31, 2022, approximately 19,466 of the bitcoins held by the Company serve as part of the collateral for a $205.0 million term loan (the “2025 Secured Term Loan”) issued to MacroStrategy LLC (“MacroStrategy”), a wholly-owned subsidiary of the Company, by Silvergate Bank (“Silvergate”), as further described in Note 4, Long-term Debt, to the Consolidated Financial Statements. |
Contract Balances
Contract Balances | 3 Months Ended |
Mar. 31, 2022 | |
Contract With Customer Asset And Liability [Abstract] | |
Contract Balances | (3) Contract Balances The Company invoices its customers in accordance with billing schedules established in each contract. The Company’s rights to consideration from customers are presented separately in the Company’s Consolidated Balance Sheets depending on whether those rights are conditional or unconditional. The Company presents unconditional rights to consideration from customers within “Accounts receivable, net” in its Consolidated Balance Sheets. All of the Company’s contracts are generally non-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: March 31, December 31, 2022 2021 Billed and billable $ 129,623 $ 192,055 Less: allowance for credit losses (2,693 ) (2,775 ) Accounts receivable, net $ 126,930 $ 189,280 Changes in the allowance for credit losses were not material for the three months ended March 31, 2022. In estimating its allowance for credit losses as of March 31, 2022 and December 31, 2021, the Company continued to consider the impact from the pandemic caused by a novel strain of coronavirus (“COVID-19”) on the Company’s reserves. Rights to consideration that are subject to a condition other than the passage of time are considered contract assets and presented within “Prepaid expenses and other current assets” in the Consolidated Balance Sheets since the rights to consideration are expected to become unconditional and transfer to accounts receivable within one year. Contract assets generally consist of accrued sales and usage-based royalty revenue. In these 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. During the three months ended March 31, 2022 and 2021, 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 assets included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets consisted of $0.9 million and $1.1 million in accrued sales and usage-based royalty revenue as of March 31, 2022 and December 31, 2021, respectively. 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. 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: March 31, December 31, 2022 2021 Current: Deferred product licenses revenue $ 1,090 $ 993 Deferred subscription services revenue 34,185 35,589 Deferred product support revenue 166,119 166,477 Deferred other services revenue 4,823 6,801 Total current deferred revenue and advance payments $ 206,217 $ 209,860 Non-current: Deferred product licenses revenue $ 80 $ 68 Deferred subscription services revenue 2,153 1,064 Deferred product support revenue 5,368 6,203 Deferred other services revenue 635 754 Total non-current deferred revenue and advance payments $ 8,236 $ 8,089 During the three months ended March 31, 2022, the Company recognized revenues of $74.9 million from amounts included in the total deferred revenue and advance payments balances at the beginning of 2022. During the three months ended March 31, 2021, the Company recognized revenues of $70.3 million from amounts included in the total deferred revenue and advance payments balances at the beginning of 2021. For the three months ended March 31, 2022 and 2021, 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 contract balances and are instead included in the following remaining performance obligation disclosure. As of March 31, 2022, the Company had an aggregate transaction price of $280.6 million allocated to the remaining performance obligation related to subscription services, product support, product licenses, and other services contracts. The Company expects to recognize $221.4 million within the next 12 months and the remainder thereafter |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | (4) Long-term Debt The net carrying value of the Company’s long-term debt (in thousands) consisted of the following, as of: March 31, 2022 December 31, 2021 2025 Convertible Notes $ 638,630 $ 637,882 2027 Convertible Notes 1,030,265 1,029,263 2028 Secured Notes 488,382 488,006 2025 Secured Term Loan 204,588 0 Total $ 2,361,865 $ 2,155,151 Convertible Senior Notes In December 2020, the Company issued $650.0 million aggregate principal amount of 0.750% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”) in a private offering. The 2025 Convertible Notes are senior unsecured obligations of the Company and bear interest at a fixed rate of 0.750% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021. Holders of the 2025 Convertible Notes may receive additional interest under specified circumstances as outlined in the indenture relating to the issuance of the 2025 Convertible Notes. The 2025 Convertible Notes will mature on December 15, 2025, unless earlier converted, redeemed, or repurchased in accordance with their terms. The total net proceeds from the 2025 Convertible Notes offering, after deducting initial purchaser discounts and issuance costs, were approximately $634.7 million. In February 2021, the Company issued $1.050 billion aggregate principal amount of 2027 Convertible Notes in a private offering. The 2027 Convertible Notes are senior unsecured obligations of the Company and do not bear regular interest. However, holders of the 2027 Convertible Notes may receive special interest under specified circumstances as outlined in the indenture relating to the issuance of the 2027 Convertible Notes. Any special interest is payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021. The 2027 Convertible Notes will mature on February 15, 2027, unless earlier converted, redeemed, or repurchased in accordance with their terms. The total net proceeds from the 2027 Convertible Notes offering, after deducting initial purchaser discounts and issuance costs, were approximately $1.026 billion. The terms of the 2025 Convertible Notes and 2027 Convertible Notes (collectively, the “Convertible Notes”) are discussed more fully in Note 8, Long-term Debt, to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. There have been no adjustments to the initial conversion rates for each of the Convertible Notes as of March 31, 2022. As of March 31, 2022, the maximum number of shares into which the Convertible Notes could be potentially converted if the conversion features are triggered are 1,633,190 and 733,005 shares for the 2025 Convertible Notes and 2027 Convertible Notes, respectively. During the three months ended March 31, 2022, the 2025 Convertible Notes were convertible at the option of the holders of the 2025 Convertible Notes. During the three months ended March 31, 2021, the 2025 Convertible Notes were not convertible at any time. During the three months ended March 31, 2022 and 2021, the 2027 Convertible Notes were not convertible at any time. No conversions of the Convertible Notes occurred during the three months ended March 31, 2022 or 2021. The Convertible Notes may be convertible in future periods if one or more of the conversion conditions is satisfied during future measurement periods. As of March 31, 2022 and December 31, 2021, the net carrying value of the Convertible Notes was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheets. The following is a summary of the Company’s convertible debt instruments as of March 31, 2022 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ (11,370 ) $ 638,630 $ 908,622 Level 2 2027 Convertible Notes 1,050,000 (19,735 ) 1,030,265 757,575 Level 2 Total $ 1,700,000 $ (31,105 ) $ 1,668,895 $ 1,666,197 The following is a summary of the Company’s convertible debt instruments as of December 31, 2021 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ (12,118 ) $ 637,882 $ 1,056,679 Level 2 2027 Convertible Notes 1,050,000 (20,737 ) 1,029,263 774,375 Level 2 Total $ 1,700,000 $ (32,855 ) $ 1,667,145 $ 1,831,054 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 March 31, 2022 and 2021 Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 1,219 $ 748 $ 1,967 $ 1,219 $ 739 $ 1,958 2027 Convertible Notes 0 1,002 1,002 0 433 433 Total $ 1,219 $ 1,750 $ 2,969 $ 1,219 $ 1,172 $ 2,391 The Company did not pay any interest expense related to the 2025 Convertible Notes during the three months ended March 31, 2022 or 2021. Senior Secured Notes On June 14, 2021, the Company issued $500.0 million aggregate principal amount of 2028 Secured Notes in a private offering. The 2028 Secured Notes bear interest at a fixed rate of 6.125% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021. The 2028 Secured Notes have a stated maturity date of June 15, 2028, unless earlier redeemed or repurchased in accordance with their terms and subject to a springing maturity date of September 15, 2025 or November 16, 2026. The total net proceeds from the 2028 Secured Notes, after deducting initial purchaser discounts and issuance costs, were approximately $487.2 million. The 2028 Secured Notes include a springing maturity feature that will cause the stated maturity date to spring ahead to: (1) September 15, 2025 (the “First Springing Maturity Date”) unless on the First Springing Maturity Date (i) the Company has liquidity (as defined in the 2028 Secured Notes Indenture) in excess of 130% of the amount required to pay in full in cash the then outstanding aggregate principal amount of and accrued interest on the 2025 Convertible Notes or (ii) less than $100,000,000 of the aggregate principal amount of the 2025 Convertible Notes remains outstanding, (2) November 16, 2026 (the “Second Springing Maturity Date”) unless on the Second Springing Maturity Date (i) the Company has liquidity in excess of 130% of the amount required to pay in full in cash the then outstanding aggregate principal amount of and accrued interest on the 2027 Convertible Notes or (ii) less than $100,000,000 of the aggregate principal amount of the 2027 Convertible Notes remains outstanding, or (3) the date (such date, an “FCCR Springing Maturity Date”) that is 91 days prior to the maturity date of any FCCR Convertible Indebtedness (as defined in the indenture for the 2028 Secured Notes) 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. 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, 2021. 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 March 31, 2022. As of March 31, 2022 and December 31, 2021, 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 March 31, 2022 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ (11,618 ) $ 488,382 $ 487,150 Level 2 The following is a summary of the 2028 Secured Notes as of December 31, 2021 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ (11,994 ) $ 488,006 $ 502,530 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 March 31, 2022 Three Months Ended March 31, 2022 Contractual Amortization of Interest Expense Issuance Costs Total 2028 Secured Notes $ 7,656 $ 376 $ 8,032 The Company did not pay any interest expense related to the 2028 Secured Notes during the three months ended March 31, 2022. Secured Term Loan On March 23, 2022, MacroStrategy LLC, a wholly-owned subsidiary of the Company, entered into a Credit and Security Agreement (the “Credit and Security Agreement”) with Silvergate pursuant to which Silvergate issued the $205.0 million 2025 Secured Term Loan to MacroStrategy. The 2025 Secured Term Loan is a senior secured obligation of MacroStrategy and bears interest at a floating rate equal to the Secured Overnight Financing Rate 30 Day Average as published by the Federal Reserve Bank of New York’s website plus 3.70%, with a floor of 3.75%, and is payable monthly in arrears beginning May 2022. The 2025 Secured Term Loan will mature on March 23, 2025, unless earlier prepaid or repaid in accordance with the terms of the Credit and Security Agreement. The total net proceeds from the 2025 Secured Term Loan, after deducting lender fees and third-party costs, were approximately $204.6 million. Under the terms of the Credit and Security Agreement, the 2025 Secured Term Loan proceeds may be used (i) by MacroStrategy to purchase bitcoins, (ii) by MacroStrategy to pay fees, interest, and expenses related to the 2025 Secured Term Loan transaction, or (iii) for MacroStrategy’s or the Company’s general corporate purposes. The 2025 Secured Term Loan may be prepaid at any time, subject to prepayment premiums of 0.50% and 0.25% of the 2025 Secured Term Loan amount prepaid for prepayments during years one and two of the 2025 Secured Term Loan term, respectively. In accordance with the terms of the Credit and Security Agreement, the 2025 Secured Term Loan was collateralized at closing by bitcoin with a value of approximately $820.0 million placed in a collateral account with a custodian mutually authorized by Silvergate and MacroStrategy (the “Bitcoin Collateral Account”). While the 2025 Secured Term Loan is outstanding, MacroStrategy is required to maintain a Loan to collateral value ratio (“LTV Ratio”) of 50% or less, which would amount to at least $410.0 million worth of bitcoin being required to be held in such account assuming the full $205.0 million of 2025 Secured Term Loan principal remains outstanding. If the price of bitcoin drops such that the LTV Ratio exceeds 50%, MacroStrategy is required to either deposit additional bitcoin in the Bitcoin Collateral Account or prepay a portion of the 2025 Secured Term Loan such that the LTV Ratio is reduced to 25% or less (or 35% or less, provided that in such case the interest rate on the 2025 Secured Term Loan will be increased by 25 basis points until such time as the LTV Ratio is reduced to 25% or less). If at any time the LTV Ratio is less than 25% as a result of excess collateral in the Bitcoin Collateral Account, MacroStrategy is entitled to a return of such excess collateral so long as the LTV Ratio would not exceed 25% after giving effect to such return. Separate and apart from the requirements associated with the LTV Ratio, MacroStrategy established a $5.0 million cash reserve account (the “Reserve Account”) with Silvergate to serve as additional collateral for the 2025 Secured Term Loan. MacroStrategy is required to maintain at least $5.0 million in the Reserve Account until the last six months of the 2025 Secured Term Loan term, at which time funds in the Reserve Account may be used to make interest payments on the 2025 Secured Term Loan at MacroStrategy’s request, with the amount required to be held in the Reserve Account correspondingly reduced to the extent such payments are made. The collateral for the 2025 Secured Term Loan does not extend beyond assets in the Bitcoin Collateral Account and the Reserve Account. As of March 31, 2022, the Reserve Account is presented within “Restricted cash” in the Company’s Consolidated Balance Sheet and the Bitcoin Collateral Account is presented within “Digital assets” in the Company’s Consolidated Balance Sheet as further described in Note 2, Digital Assets, to the Consolidated Financial Statements. The 2025 Secured Term Loan is not guaranteed by any party. The Credit and Security Agreement contains customary affirmative and negative covenants for credit facilities of this type, including, among others, limitations on MacroStrategy with respect to the sale of collateral and the incurrence of liens on the collateral. The Credit and Security Agreement does not restrict MacroStrategy from incurring additional debt, permits additional liens so long as such liens are not on the assets serving as collateral for the 2025 Secured Term Loan, and permits MacroStrategy to sell assets so long as they are not serving as collateral for the 2025 Secured Term Loan. There are no restrictions in the Credit and Security Agreement on utilizing bitcoin that is not in the Bitcoin Collateral Account. The Credit and Security Agreement has customary change-of-control provisions, providing Silvergate with a right to accelerate the 2025 Secured Term Loan in full in connection with a change of control of the Company, including the sale of all or substantially all of the Company’s or MacroStrategy’s assets. The Credit and Security Agreement also contains customary events of default with customary grace periods, as applicable. Upon an event of default, Silvergate has the right to accelerate the 2025 Secured Term Loan in full, increase the interest accrual rate by an additional 2%, and liquidate the collateral to pay the 2025 Secured Term Loan. MacroStrategy was in compliance with its debt covenants as of March 31, 2022. The Company incurred approximately $0.4 million in lender fees and third-party costs (“issuance costs”) associated with the 2025 Secured Term Loan. The Company accounts for these issuance costs as a reduction to the principal amount of the 2025 Secured Term Loan and amortizes the issuance costs to interest expense over the contractual term of the 2025 Secured Term Loan at an effective interest rate of 3.87%. As of March 31, 2022 the net carrying value of the 2025 Secured Term Loan was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheets. The following is a summary of the 2025 Secured Term Loan as of March 31, 2022 (in thousands): Outstanding Unamortized Net Carrying Principal Amount Issuance Costs Value 2025 Secured Term Loan $ 205,000 $ (412 ) $ 204,588 The carrying value of the 2025 Secured Term Loan as of March 31, 2022 approximates the fair value since the 2025 Secured Term Loan was executed within close proximity to the end of the quarter. For the three months ended March 31, 2022, interest expense related to the 2025 Secured Term Loan was as follows (in thousands): Three Months Ended March 31, 2022 Contractual Amortization of Interest Expense Issuance Costs Total 2025 Secured Term Loan $ 176 $ 3 $ 179 The Company did not pay any interest expense related to the 2025 Secured Term Loan during the three months ended March 31, 2022. Maturities The following table shows the maturities of the Company’s debt instruments as of March 31, 2022 (in thousands). The principal payments related to the 2028 Secured Notes are included in the table below based on the First Springing Maturity Date of September 15, 2025, as if the springing maturity feature discussed above were triggered. The Company’s expectation is that the springing maturity feature of the 2028 Secured Notes will not be triggered. Payments due by period ended March 31, 2025 Convertible Notes 2027 Convertible Notes 2028 Secured Notes 2025 Secured Term Loan Total 2023 $ 0 $ 0 $ 0 $ 0 $ 0 2024 0 0 0 0 0 2025 0 0 0 205,000 205,000 2026 650,000 0 500,000 0 1,150,000 2027 0 1,050,000 0 0 1,050,000 Thereafter 0 0 0 0 0 Total $ 650,000 $ 1,050,000 $ 500,000 $ 205,000 $ 2,405,000 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (5) Commitments and Contingencies (a) Commitments From time to time, the Company enters into certain types of contracts that require it to indemnify parties against third-party claims. These contracts primarily relate to agreements under which the Company assumes indemnity obligations for intellectual property infringement, as well as other obligations from time to time depending on arrangements negotiated with customers and other third parties. The conditions of these obligations vary. Thus, the overall maximum amount of the Company’s indemnification obligations cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations and does not currently expect to incur any material obligations in the future. Accordingly, the Company has not recorded an indemnification liability on its Balance Sheets as of March 31, 2022 or December 31, 2021. (b) Contingencies Following an internal review initiated in 2018, the Company believes that its Brazilian subsidiary failed or likely failed to comply with local procurement regulations in conducting business with certain Brazilian government entities. On February 6, 2020, the Company learned that a Brazilian court authorized the Brazilian Federal Police to use certain investigative measures in its investigation into alleged corruption and procurement fraud involving certain government officials, pertaining to a particular transaction. Pursuant to this court authorization, numerous entities and individuals across Brazil were subject to the freezing of assets and other measures, including former resellers and former employees of the Company’s Brazilian subsidiary. On February 6, 2020, the bank accounts of the Company’s Brazilian subsidiary were also frozen up to an amount of BRL 10.0 million. On May 22, 2020, these bank accounts of the Company’s Brazilian subsidiary were unfrozen based on a court decision that found the evidence provided to support the alleged illicit origin of the relevant funds was insufficient. On October 19, 2021, an appeals court upheld the decision to unfreeze the accounts (which had remained unfrozen while the appeal was pending). This decision is final. The transaction at issue is part of the basis of the previously reported failure or likely failure of the Brazilian subsidiary to comply with local procurement regulations. The Company is not aware of any allegations that any former employee or the Company made any payments to Brazilian government officials. The Brazilian Federal Police expanded the investigation to include other possible cases of procurement fraud involving Brazilian government entities. Criminal penalties may be imposed against individuals; however, neither employees of the Company’s Brazilian subsidiary nor the subsidiary itself have been targets of the Federal Police investigation . The Company has also learned that Brazil’s Federal Comptroller General filed an administrative action against the Company’s Brazilian subsidiary with respect to the alleged procurement violations. These matters remain the subject of investigation by Brazilian authorities. The Company is taking measures to attempt to resolve these matters. While the Company believes that it is probable that the resolution of these Brazilian matters will result in a loss, the amount or range of loss is not reasonably estimable at this time. Given the stage of these matters, the outcome may result in a material impact on the Company’s earnings and financial results for the period in which any such liability is accrued. However, the Company believes that the outcome of these matters will not have a material effect on the Company’s financial position. On November 4, 2020, a complaint was filed against the Company in the U.S. District Court for the Eastern District of Virginia by a patent assertion entity called Daedalus Blue, LLC (“Daedalus”). In its complaint, Daedalus alleges that the Company has infringed U.S. Patent Nos. 8,341,172 (the “’172 Patent”) and 9,032,076 (the “’076 Patent”) based on specific functionality in the MicroStrategy platform. The ’172 Patent relates to a method for providing aggregate data access in response to a query, whereas the ’076 Patent relates to a role-based access control system. On March 1, 2021, Daedalus provided its formal infringement contentions which included additional accused functionality as part of its infringement allegations from the complaint, materially expanding the scope of its case. The Company has filed a motion to dismiss the complaint with prejudice, asking the court to rule that the asserted claims are invalid as being directed to patent ineligible matter. This matter is in the latter stage of factual discovery. The court conducted a claim construction hearing on July 15, 2021. The court appointed a special master on October 28, 2021 and directed the special master to submit a Report and Recommendation as to the issue of claim construction and the pending motion to dismiss by February 1, 2022. On January 21, 2022, the special master issued two separate Reports and Recommendations. The first Report and Recommendation recommended constructions of certain patent claim terms and the second Report and Recommendation recommended, without reaching the merits, dismissing the Company’s motion to dismiss without prejudice to re-filing after discovery ends. The parties filed their respective objections to the special master’s Reports and Recommendations on February 4, 2022, and their oppositions to the other party’s objections on February 18, 2022. On March 9, 2022, the court issued an order overruling all parties’ objections and adopting the special master’s Reports and Recommendations in full. The court also ordered that the parties submit a joint proposed schedule within 30 days providing new deadlines for the close of fact discovery, expert reports, expert discovery, and dispositive motions. The outcome of this matter is not presently determinable. The Company is also involved in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, management does not expect the resolution of these legal proceedings to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company has contingent liabilities that, in management’s judgment, are not probable of assertion. If such unasserted contingent liabilities were to be asserted, or become probable of assertion, the Company may be required to record significant expenses and liabilities in the period in which these liabilities are asserted or become probable of assertion. |
Treasury Stock
Treasury Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Treasury Stock | (6) Treasury Stock The Board of Directors has authorized the Company’s repurchase of up to an aggregate of $800.0 million of its class A common stock from time to time on the open market through April 29, 2023 (the “Share Repurchase Program”), although the program may be suspended or discontinued by the Company at any time. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. The Share Repurchase Program may be funded using the Company’s working capital, as well as proceeds from any other funding arrangements that the Company may enter into in the future. During the three months ended March 31, 2022 and 2021, the Company did not repurchase any shares of its class A common stock pursuant to the Share Repurchase Program. As of March 31, 2022, the Company had repurchased an aggregate of 5,674,226 shares of its class A common stock at an average price per share of $104.13 and an aggregate cost of $590.9 million pursuant to the Share Repurchase Program. As of March 31, 2022, $209.1 million of the Company’s class A common stock remained available for repurchase pursuant to the Share Repurchase Program. The average price per share and aggregate cost amounts disclosed above include broker commissions. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022, the Company recorded a benefit from income taxes of $48.0 million on a pretax loss of $178.8 million, which resulted in an effective tax rate of 26.9%. For the three months ended March 31, 2021, the Company recorded a benefit from income taxes of $74.3 million on a pretax loss of $184.3 million, which resulted in an effective tax rate of 40.3%. The change in the effective tax rate in 2022 is primarily due to higher excess tax benefits from share-based compensation expense in 2021 as compared to 2022. As of March 31, 2022, the Company had a valuation allowance of $1.0 million primarily related to certain foreign tax credit carryforward tax assets that, in the Company’s present estimation, more likely than not will not be realized. If the market value of bitcoin declines or the Company is unable to regain profitability in future periods, the Company may be required to increase the valuation allowance against its deferred tax assets, which could result in a charge that would materially adversely affect net income (loss) in the period in which the charge is incurred. The Company will continue to regularly assess the realizability of deferred tax assets. The Company records liabilities related to its uncertain tax positions. As of March 31, 2022 and December 31, 2021, the Company had gross unrecognized tax benefits of $6.2 million, of which $2.1 million was recorded in “Other long-term liabilities” and $4.1 million was recorded in “Deferred tax assets, net” in the Company’s Consolidated Balance Sheets. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | (8) Share-based Compensation 2013 Stock Incentive Plan The Company’s 2013 Stock Incentive Plan (as amended, the “2013 Equity Plan”) authorizes the issuance of various types of share-based awards to the Company’s employees, officers, directors, and other eligible participants. As of March 31, 2022, a total of 2,750,000 shares of the Company’s class A common stock were authorized for issuance under the 2013 Equity Plan. As of March 31, 2022, there were 241,334 shares of class A common stock reserved and available for future issuance under the 2013 Equity Plan. Stock option awards As of March 31, 2022, there were options to purchase 1,465,779 shares of class A common stock outstanding under the 2013 Equity Plan. The following table summarizes the Company’s stock option activity (in thousands, except per share data and years) for the three months ended March 31, 2022: Stock Options Outstanding Weighted Average Aggregate Weighted Average Exercise Price Intrinsic Remaining Contractual Shares Per Share Value Term (Years) Balance as of January 1, 2022 1,167 $ 268.74 Granted 304 $ 404.60 Exercised (2 ) $ 129.23 $ 678 Forfeited/Expired (3 ) $ 445.94 Balance as of March 31, 2022 1,466 $ 296.80 Exercisable as of March 31, 2022 698 $ 184.99 $ 223,826 4.0 Expected to vest as of March 31, 2022 768 $ 398.27 $ 108,378 8.9 Total 1,466 $ 296.80 $ 332,204 6.6 Stock options outstanding as of March 31, 2022 are comprised of the following range of exercise prices per share (in thousands, except per share data and years): Stock Options Outstanding at March 31, 2022 Weighted Average Weighted Average Exercise Price Remaining Contractual Range of Exercise Prices per Share Shares Per Share Term (Years) $121.43 - $200.00 876 $ 135.94 4.7 $400.01 - $500.00 324 $ 408.64 9.8 $600.01 - $691.23 266 $ 691.23 8.9 Total 1,466 $ 296.80 6.6 An aggregate of 123,625 stock options with an aggregate grant date fair value of $28.4 million vested during the three months ended March 31, 2022. The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $227.51 and $381.26 for each share subject to a stock option granted during the three months ended March 31, 2022 and 2021, respectively, based on the following assumptions: Three months ended March 31, 2022 2021 Expected term of options in years 6.3 6.3 Expected volatility 58.4 % 57.6% - 59.0% Risk-free interest rate 1.9 % 0.8% - 1.0% Expected dividend yield 0.0 % 0.0 % For the three months ended March 31, 2022 and 2021, the Company recognized approximately $10.4 million and $5.3 million, respectively, in share-based compensation expense from stock options granted under the 2013 Equity Plan. As of March 31, 2022, there was approximately $154.2 million of total unrecognized share-based compensation expense related to unvested stock options. As of March 31, 2022, the Company expects to recognize this remaining share-based compensation expense over a weighted average vesting period of approximately 3.3 years. Share-settled restricted stock units As of March 31, 2022, there were 108,273 share-settled restricted stock units outstanding under the 2013 Equity Plan. 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 Intrinsic Units Value Balance as of January 1, 2022 105 Granted 11 Vested (4 ) $ 1,433 Forfeited (4 ) Balance as of March 31, 2022 108 Expected to vest as of March 31, 2022 108 $ 52,655 During the three months ended March 31, 2022, 3,927 share-settled restricted stock units having an aggregate grant date fair value of $2.7 million vested, and 1,473 shares were withheld to satisfy tax obligations, resulting in 2,454 issued shares. The weighted average grant date fair value of share-settled restricted stock units granted during the three months ended March 31, 2022 and 2021 was $404.60 and $691.99, respectively, based on the fair value of the Company’s class A common stock. For the three months ended March 31, 2022 and 2021, the Company recognized approximately $3.2 million and $1.2 million, respectively, in share-based compensation expense from share-settled restricted stock units granted under the 2013 Equity Plan. As of March 31, 2022, there was approximately $44.1 million of total unrecognized share-based compensation expense related to unvested share-settled restricted stock units. As of March 31, 2022, the Company expects to recognize this remaining share-based compensation expense over a weighted average vesting period of approximately 3.2 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 months ended March 31, 2022 and 2021, the Company recognized approximately $0.1 million and $0.9 million, respectively, in share-based compensation expense from other stock-based awards and cash-settled restricted stock units. As of March 31, 2022, there was approximately $2.0 million of total unrecognized share-based compensation expense related to other stock-based awards and cash-settled restricted stock units. As of March 31, 2022, the Company expects to recognize this remaining share-based compensation expense over a weighted average vesting period of approximately 2.8 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, commencing at such time and on such dates as the Board of Directors of the Company shall determine. The first offering period under the 2021 ESPP commenced on February 16, 2021 and ended on August 15, 2021. After this first offering period, the Board of Directors of the Company determined to provide subsequent 6-month offering periods commencing on each March 1 and September 1 for the remaining term of the 2021 ESPP. 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 three months ended March 31, 2022, 7,450 shares of class A common stock were issued in connection with the 2021 ESPP. As of March 31, 2022, 87,938 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP. For the three months ended March 31, 2022 and 2021, the Company recognized approximately $0.6 million and $0.4 million, respectively, in share-based compensation expense related to the 2021 ESPP. As of March 31, 2022, there was approximately $0.8 million of total unrecognized share-based compensation expense related to the 2021 ESPP. As of March 31, 2022, the Company expects to recognize this remaining share-based compensation expense over a period of approximately 0.4 years. Tax Benefits Related to Equity Plans During the three months ended March 31, 2022, the Company recognized tax expense on exercises of stock options and vesting of share-settled restricted stock units of approximately $0.1 million and tax benefits on share-based compensation expense of approximately $2.9 million, for a total tax benefit of $2.8 million related to the Company’s equity plans. During the three months ended March 31, 2021, the Company recognized tax benefits on exercises of stock options of approximately $22.1 million and tax benefits on share-based compensation expense of approximately $1.3 million, for a total tax benefit of $23.4 million related to the Company’s equity plans. |
Basic and Diluted Loss per Shar
Basic and Diluted Loss per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Earnings per Share | (9) Basic and Diluted Loss per Share The Company has two classes of common stock: class A common stock and class B common stock. Holders of class A common stock generally have the same rights, including rights to dividends, as holders of class B common stock, except that holders of class A common stock have one vote per share while holders of class B common stock have 10 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 March 31, 2022 and December 31, 2021, there were no shares of preferred stock issued or outstanding. Potential common shares are included in the diluted earnings per share calculation when dilutive. Potential common shares consisting of class A common stock issuable upon the exercise of outstanding stock options, the vesting of restricted stock units, and in connection with the 2021 ESPP are computed using the treasury stock method. Potential common shares consisting 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 common shares 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. For the three months ended March 31, 2022 and 2021, the following weighted average shares of potential class A common stock were excluded from the diluted loss per share calculation because their impact would have been anti-dilutive (in thousands): Three Months Ended March 31, 2022 2021 Stock Options 1,311 1,211 Restricted Stock Units 107 81 Employee Stock Purchase Plan 2 3 2025 Convertible Notes 1,633 1,633 2027 Convertible Notes 733 334 Total 3,786 3,262 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | (10) Segment Information The Company manages its business in one reportable operating segment. The Company’s one reportable operating segment is engaged in the design, development, marketing, and sales of its software platform through licensing arrangements and cloud subscriptions and related services. The following table presents total revenues, gross profit, and long-lived assets (in thousands) according to geographic region. Long-lived assets are comprised of right-of-use assets and property and equipment, net. Geographic regions: Domestic EMEA Other Regions Consolidated Three months ended March 31, 2022 Total revenues $ 68,407 $ 39,288 $ 11,582 $ 119,277 Gross profit $ 54,705 $ 30,702 $ 8,193 $ 93,600 Three months ended March 31, 2021 Total revenues $ 70,207 $ 39,817 $ 12,878 $ 122,902 Gross profit $ 58,931 $ 31,969 $ 9,453 $ 100,353 As of March 31, 2022 Long-lived assets $ 87,365 $ 7,638 $ 5,314 $ 100,317 As of December 31, 2021 Long-lived assets $ 89,817 $ 7,874 $ 5,656 $ 103,347 The domestic region consists of the United States and Canada. The EMEA region includes operations in Europe, the Middle East, and Africa. The other regions include all other foreign countries, generally comprising Latin America and the Asia Pacific region. For the three months ended March 31, 2022 and 2021, no individual foreign country accounted for 10% or more of total consolidated revenues. For the three months ended March 31, 2022 and 2021, no individual customer accounted for 10% or more of total consolidated revenues. As of March 31, 2022 and December 31, 2021, no individual foreign country accounted for 10% or more of total consolidated assets. |
Related Party Transaction
Related Party Transaction | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | (11) Related Party Transaction In June 2021, Michael J. Saylor Prior to entering into the indemnification agreement with Mr. Saylor, the Company obtained and considered binding market quotes for directors’ and officers’ liability insurance policies. The Company determined that these policies would have provided insufficient coverage and would have required substantial premiums. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | (12) Subsequent Events The Company has incurred at least $30.2 million in digital asset impairment losses during the second quarter of 2022 on bitcoin held as of March 31, 2022. See Note 2, Digital Assets, to the Consolidated Financial Statements for further detail on accounting for digital assets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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. Certain amounts in the prior year’s Consolidated Statements of Cash Flows have been reclassified to conform to current year presentation. In particular, accrued interest related to the Company’s long-term debt has been reclassified from “Accounts payable and accrued expenses” to “Accrued interest” within operating activities. The balances presented in the Consolidated Statements of Stockholders’ Equity as of January 1, 2021 include the opening balance adjustments due to the adoption of Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity 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, 2021. There have been no significant changes in the Company’s accounting policies since December 31, 2021. 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. |
Basic and Diluted Earnings per Share | Potential common shares are included in the diluted earnings per share calculation when dilutive. Potential common shares consisting of class A common stock issuable upon the exercise of outstanding stock options, the vesting of restricted stock units, and in connection with the 2021 ESPP are computed using the treasury stock method. Potential common shares consisting 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 common shares 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) | 3 Months Ended |
Mar. 31, 2022 | |
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: March 31, December 31, 2022 2021 Approximate number of bitcoins held 129,218 124,391 Digital assets carrying value $ 2,895,619 $ 2,850,210 Cumulative digital asset impairment losses $ 1,071,410 $ 901,319 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: Three Months Ended March 31, 2022 2021 Approximate number of bitcoins purchased 4,827 20,857 Digital asset purchases $ 215,500 $ 1,086,375 Digital asset impairment losses $ 170,091 $ 194,095 |
Contract Balances (Tables)
Contract Balances (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Contract With Customer Asset And Liability [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable (in thousands) consisted of the following, as of: March 31, December 31, 2022 2021 Billed and billable $ 129,623 $ 192,055 Less: allowance for credit losses (2,693 ) (2,775 ) Accounts receivable, net $ 126,930 $ 189,280 |
Deferred Revenue and Advance Payments | Deferred revenue and advance payments (in thousands) from customers consisted of the following, as of: March 31, December 31, 2022 2021 Current: Deferred product licenses revenue $ 1,090 $ 993 Deferred subscription services revenue 34,185 35,589 Deferred product support revenue 166,119 166,477 Deferred other services revenue 4,823 6,801 Total current deferred revenue and advance payments $ 206,217 $ 209,860 Non-current: Deferred product licenses revenue $ 80 $ 68 Deferred subscription services revenue 2,153 1,064 Deferred product support revenue 5,368 6,203 Deferred other services revenue 635 754 Total non-current deferred revenue and advance payments $ 8,236 $ 8,089 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Instrument [Line Items] | |
Schedule of Debt | The net carrying value of the Company’s long-term debt (in thousands) consisted of the following, as of: March 31, 2022 December 31, 2021 2025 Convertible Notes $ 638,630 $ 637,882 2027 Convertible Notes 1,030,265 1,029,263 2028 Secured Notes 488,382 488,006 2025 Secured Term Loan 204,588 0 Total $ 2,361,865 $ 2,155,151 |
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 March 31, 2022 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ (11,370 ) $ 638,630 $ 908,622 Level 2 2027 Convertible Notes 1,050,000 (19,735 ) 1,030,265 757,575 Level 2 Total $ 1,700,000 $ (31,105 ) $ 1,668,895 $ 1,666,197 The following is a summary of the Company’s convertible debt instruments as of December 31, 2021 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ (12,118 ) $ 637,882 $ 1,056,679 Level 2 2027 Convertible Notes 1,050,000 (20,737 ) 1,029,263 774,375 Level 2 Total $ 1,700,000 $ (32,855 ) $ 1,667,145 $ 1,831,054 |
Schedule of Interest Expense Related to Notes | For the three months ended March 31, 2022 and 2021 Three Months Ended March 31, 2022 Three Months Ended March 31, 2021 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 1,219 $ 748 $ 1,967 $ 1,219 $ 739 $ 1,958 2027 Convertible Notes 0 1,002 1,002 0 433 433 Total $ 1,219 $ 1,750 $ 2,969 $ 1,219 $ 1,172 $ 2,391 |
Schedule of Maturities of Debt Instruments | Maturities The following table shows the maturities of the Company’s debt instruments as of March 31, 2022 (in thousands). The principal payments related to the 2028 Secured Notes are included in the table below based on the First Springing Maturity Date of September 15, 2025, as if the springing maturity feature discussed above were triggered. The Company’s expectation is that the springing maturity feature of the 2028 Secured Notes will not be triggered. Payments due by period ended March 31, 2025 Convertible Notes 2027 Convertible Notes 2028 Secured Notes 2025 Secured Term Loan Total 2023 $ 0 $ 0 $ 0 $ 0 $ 0 2024 0 0 0 0 0 2025 0 0 0 205,000 205,000 2026 650,000 0 500,000 0 1,150,000 2027 0 1,050,000 0 0 1,050,000 Thereafter 0 0 0 0 0 Total $ 650,000 $ 1,050,000 $ 500,000 $ 205,000 $ 2,405,000 |
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 March 31, 2022 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ (11,618 ) $ 488,382 $ 487,150 Level 2 The following is a summary of the 2028 Secured Notes as of December 31, 2021 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ (11,994 ) $ 488,006 $ 502,530 Level 2 |
Schedule of Interest Expense Related to Notes | For the three months ended March 31, 2022 Three Months Ended March 31, 2022 Contractual Amortization of Interest Expense Issuance Costs Total 2028 Secured Notes $ 7,656 $ 376 $ 8,032 |
Term Loan Due Twenty Twenty Five | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following is a summary of the 2025 Secured Term Loan as of March 31, 2022 (in thousands): Outstanding Unamortized Net Carrying Principal Amount Issuance Costs Value 2025 Secured Term Loan $ 205,000 $ (412 ) $ 204,588 |
Schedule of Interest Expense Related to Notes | For the three months ended March 31, 2022, interest expense related to the 2025 Secured Term Loan was as follows (in thousands): Three Months Ended March 31, 2022 Contractual Amortization of Interest Expense Issuance Costs Total 2025 Secured Term Loan $ 176 $ 3 $ 179 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
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 three months ended March 31, 2022: Stock Options Outstanding Weighted Average Aggregate Weighted Average Exercise Price Intrinsic Remaining Contractual Shares Per Share Value Term (Years) Balance as of January 1, 2022 1,167 $ 268.74 Granted 304 $ 404.60 Exercised (2 ) $ 129.23 $ 678 Forfeited/Expired (3 ) $ 445.94 Balance as of March 31, 2022 1,466 $ 296.80 Exercisable as of March 31, 2022 698 $ 184.99 $ 223,826 4.0 Expected to vest as of March 31, 2022 768 $ 398.27 $ 108,378 8.9 Total 1,466 $ 296.80 $ 332,204 6.6 |
Schedule of Range of Exercise Prices per Share | Stock options outstanding as of March 31, 2022 are comprised of the following range of exercise prices per share (in thousands, except per share data and years): Stock Options Outstanding at March 31, 2022 Weighted Average Weighted Average Exercise Price Remaining Contractual Range of Exercise Prices per Share Shares Per Share Term (Years) $121.43 - $200.00 876 $ 135.94 4.7 $400.01 - $500.00 324 $ 408.64 9.8 $600.01 - $691.23 266 $ 691.23 8.9 Total 1,466 $ 296.80 6.6 |
Assumptions Used in Black-Scholes Pricing Model | The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $227.51 and $381.26 for each share subject to a stock option granted during the three months ended March 31, 2022 and 2021, respectively, based on the following assumptions: Three months ended March 31, 2022 2021 Expected term of options in years 6.3 6.3 Expected volatility 58.4 % 57.6% - 59.0% Risk-free interest rate 1.9 % 0.8% - 1.0% Expected dividend yield 0.0 % 0.0 % |
Summary of Share-Settled Restricted Stock Unit Activity | As of March 31, 2022, there were 108,273 share-settled restricted stock units outstanding under the 2013 Equity Plan. 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 Intrinsic Units Value Balance as of January 1, 2022 105 Granted 11 Vested (4 ) $ 1,433 Forfeited (4 ) Balance as of March 31, 2022 108 Expected to vest as of March 31, 2022 108 $ 52,655 |
Basic and Diluted Loss per Sh_2
Basic and Diluted Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average of Potential Class A Common Stock Excluded from Computation of Earnings Per Share | For the three months ended March 31, 2022 and 2021, the following weighted average shares of potential class A common stock were excluded from the diluted loss per share calculation because their impact would have been anti-dilutive (in thousands): Three Months Ended March 31, 2022 2021 Stock Options 1,311 1,211 Restricted Stock Units 107 81 Employee Stock Purchase Plan 2 3 2025 Convertible Notes 1,633 1,633 2027 Convertible Notes 733 334 Total 3,786 3,262 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Revenues and Long-Lived Assets, by Geographic Region | The following table presents total revenues, gross profit, and long-lived assets (in thousands) according to geographic region. Long-lived assets are comprised of right-of-use assets and property and equipment, net. Geographic regions: Domestic EMEA Other Regions Consolidated Three months ended March 31, 2022 Total revenues $ 68,407 $ 39,288 $ 11,582 $ 119,277 Gross profit $ 54,705 $ 30,702 $ 8,193 $ 93,600 Three months ended March 31, 2021 Total revenues $ 70,207 $ 39,817 $ 12,878 $ 122,902 Gross profit $ 58,931 $ 31,969 $ 9,453 $ 100,353 As of March 31, 2022 Long-lived assets $ 87,365 $ 7,638 $ 5,314 $ 100,317 As of December 31, 2021 Long-lived assets $ 89,817 $ 7,874 $ 5,656 $ 103,347 |
Digital Assets - Summary of Dig
Digital Assets - Summary of Digital Asset Holdings (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022USD ($)Bitcoin | Dec. 31, 2021USD ($)Bitcoin | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||
Approximate number of bitcoins held | Bitcoin | 129,218 | 124,391 |
Digital assets | $ 2,895,619 | $ 2,850,210 |
Cumulative digital asset impairment losses | $ 1,071,410 | $ 901,319 |
Digital Assets - Summary of D_2
Digital Assets - Summary of Digital Asset Purchases and Digital Asset Impairment Losses (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022USD ($)Bitcoin | Mar. 31, 2021USD ($)Bitcoin | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||
Approximate number of bitcoins purchased | Bitcoin | 4,827 | 20,857 |
Digital asset purchases | $ 215,500 | $ 1,086,375 |
Digital asset impairment losses | $ 170,091 | $ 194,095 |
Digital Assets - Additional Inf
Digital Assets - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2022USD ($)Bitcoin | Mar. 31, 2021USD ($) | Jun. 14, 2021 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Sale of digital assets | $ | $ 0 | $ 0 | |
Secured Notes Due Twenty Twenty Eight | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Number of digital assets held as collateral for 2028 Secured Notes | Bitcoin | 14,109 | ||
Interest rate, fixed percentage | 6.125% | ||
2025 Secured Term Loan | |||
Indefinite Lived Intangible Assets By Major Class [Line Items] | |||
Number of digital assets held as collateral for 2025 Secured Term Loan | Bitcoin | 19,466 | ||
Debt Instrument, Face Amount | $ | $ 205,000,000 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Billed and billable | $ 129,623 | $ 192,055 |
Less: allowance for credit losses | (2,693) | (2,775) |
Accounts receivable, net | $ 126,930 | $ 189,280 |
Contract Balances - Additional
Contract Balances - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Contract With Customer Asset And Liability [Line Items] | |||
Revenue, Remaining performance obligation | $ 280,600,000 | ||
Prepaid Expenses and Other Current Assets | |||
Contract With Customer Asset And Liability [Line Items] | |||
Assets impairment charges | 0 | $ 0 | |
Contract assets | 900,000 | $ 1,100,000 | |
Current Deferred Revenue and Advanced Payments | |||
Contract With Customer Asset And Liability [Line Items] | |||
Revenue recognized from beginning deferred revenue | $ 74,900,000 | $ 70,300,000 |
Deferred Revenue and Advance Pa
Deferred Revenue and Advance Payments (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Deferred Revenue Disclosure [Abstract] | ||
Deferred product licenses revenue, Current | $ 1,090 | $ 993 |
Deferred subscription services revenue, Current | 34,185 | 35,589 |
Deferred product support revenue, Current | 166,119 | 166,477 |
Deferred other services revenue, Current | 4,823 | 6,801 |
Total current deferred revenue and advance payments | 206,217 | 209,860 |
Deferred product licenses revenue, Non-current | 80 | 68 |
Deferred subscription services revenue, Non-current | 2,153 | 1,064 |
Deferred product support revenue, Non-current | 5,368 | 6,203 |
Deferred other services revenue, Non-current | 635 | 754 |
Total non-current deferred revenue and advance payments | $ 8,236 | $ 8,089 |
Contract Balances - Additiona_2
Contract Balances - Additional Information (Detail1) $ in Millions | Mar. 31, 2022USD ($) |
Contract With Customer Asset And Liability [Line Items] | |
Revenue, Remaining performance obligation | $ 280.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-04-01 | |
Contract With Customer Asset And Liability [Line Items] | |
Revenue, Remaining performance obligations, Expected timing of satisfaction, Period | 12 months |
Revenue, Remaining performance obligation | $ 221.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-04-01 | |
Contract With Customer Asset And Liability [Line Items] | |
Revenue, Remaining performance obligations, Expected timing of satisfaction, Period |
Long-term Debt - Schedule of Ne
Long-term Debt - Schedule of Net Carrying Amount of Long-term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total | $ 2,361,865 | $ 2,155,151 |
Convertible Senior Notes due 2025 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 638,630 | 637,882 |
Convertible Senior Notes due 2027 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 1,030,265 | 1,029,263 |
Secured Notes Due Twenty Twenty Eight | ||
Debt Instrument [Line Items] | ||
Total | 488,382 | 488,006 |
Secured Term Loan Due Twenty Twenty Five | ||
Debt Instrument [Line Items] | ||
Total | $ 204,588 | $ 0 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) - USD ($) | Mar. 23, 2022 | Jun. 14, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 |
Senior Secured Notes Due Twenty Twenty Eight | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 500,000,000 | |||||
Interest rate, fixed percentage | 6.125% | |||||
Periodic payment description | The 2028 Secured Notes bear interest at a fixed rate of 6.125% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021. | |||||
Payment start date | Dec. 15, 2021 | |||||
Debt instrument, maturity date | Jun. 15, 2028 | |||||
Proceeds from debt | $ 487,200,000 | |||||
Debt instrument, first springing maturity date | Sep. 15, 2025 | |||||
Debt instrument, second springing maturity date | Nov. 16, 2026 | |||||
Convertible Senior Notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 650,000,000 | |||||
Interest rate, fixed percentage | 0.75% | |||||
Periodic payment description | The 2025 Convertible Notes are senior unsecured obligations of the Company and bear interest at a fixed rate of 0.750% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021. | |||||
Payment start date | Jun. 15, 2021 | |||||
Debt instrument, maturity date | Dec. 15, 2025 | |||||
Proceeds from debt | $ 634,700,000 | |||||
Number of shares convertible from notes | 1,633,190 | |||||
Total Interest Expense | $ 0 | $ 0 | ||||
Convertible Senior Notes due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,050,000,000 | |||||
Periodic payment description | The 2027 Convertible Notes are senior unsecured obligations of the Company and do not bear regular interest. However, holders of the 2027 Convertible Notes may receive special interest under specified circumstances as outlined in the indenture relating to the issuance of the 2027 Convertible Notes. Any special interest is payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021 | |||||
Payment start date | Aug. 15, 2021 | |||||
Debt instrument, maturity date | Feb. 15, 2027 | |||||
Proceeds from debt | $ 1,026,000,000 | |||||
Number of shares convertible from notes | 733,005 | |||||
Convertible Senior Notes due 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Total Interest Expense | $ 0 | $ 0 | ||||
Secured Notes Due Twenty Twenty Eight | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate, fixed percentage | 6.125% | |||||
Total Interest Expense | 0 | |||||
Debt instrument, first springing maturity date | Sep. 15, 2025 | |||||
Debt instrument, second springing maturity date | Nov. 16, 2026 | |||||
Secured Notes Due Twenty Twenty Eight | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Springing maturity condition FCCR - aggregate principal of FCCR convertible notes outstanding | $ 100,000,000 | |||||
Springing maturity condition 1- aggregate principal of 2025 convertible notes outstanding | 100,000,000 | |||||
Springing maturity condition 2- aggregate principal of 2027 convertible notes outstanding | $ 100,000,000 | |||||
Secured Notes Due Twenty Twenty Eight | Class A | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Springing maturity liquidity | 130.00% | |||||
Secured Term Loan Due Twenty Twenty Five | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 205,000,000 | |||||
Debt instrument, maturity date | Mar. 23, 2025 | |||||
Proceeds from debt | $ 204,600,000 | |||||
Total Interest Expense | $ 0 | |||||
Secured Overnight Financing Rate 30 Day Average | 30 days | |||||
Debt instrument, basis spread on variable rate | 3.70% | |||||
Variable Interest Rate Floor | 3.75% | |||||
Debt instrument monthly payable beginning date | 2022-05 | |||||
Lender fees and third-party costs | $ 400,000 | |||||
Debt instrument, effective interest rate | 3.87% | |||||
Secured Term Loan Due Twenty Twenty Five | Collateral Pledged | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 205,000,000 | |||||
Initial Value of Bitcoin collateral amount | $ 820,000,000 | |||||
LTV Percentage Maximum | 50 | |||||
Debt instrument covenant description | While the 2025 Secured Term Loan is outstanding, MacroStrategy is required to maintain a Loan to collateral value ratio (“LTV Ratio”) of 50% or less, which would amount to at least $410.0 million worth of bitcoin being required to be held in such account assuming the full $205.0 million of 2025 Secured Term Loan principal remains outstanding. If the price of bitcoin drops such that the LTV Ratio exceeds 50%, MacroStrategy is required to either deposit additional bitcoin in the Bitcoin Collateral Account or prepay a portion of the 2025 Secured Term Loan such that the LTV Ratio is reduced to 25% or less (or 35% or less, provided that in such case the interest rate on the 2025 Secured Term Loan will be increased by 25 basis points until such time as the LTV Ratio is reduced to 25% or less). If at any time the LTV Ratio is less than 25% as a result of excess collateral in the Bitcoin Collateral Account, MacroStrategy is entitled to a return of such excess collateral so long as the LTV Ratio would not exceed 25% after giving effect to such return | |||||
LTV Ratio Cure 2 Additional Interest | 25 basis points | |||||
LTV Ratio Cure 2 Additional Interest Condition | 25.00% | |||||
LTV ratio maximum after return of excess collateral | 25.00% | |||||
Cash reserve | $ 5,000,000 | |||||
Secured Term Loan Due Twenty Twenty Five | Maximum | Collateral Pledged | ||||||
Debt Instrument [Line Items] | ||||||
Value of Bitcoin equivalent to 50% of the loan principal | $ 410,000,000 | |||||
LTV Percentage Cure 1 | 25 | |||||
LTV Percentage Cure 2 | 35 | |||||
LTV Percentage maximum for return of excess collateral | 25.00% | |||||
Secured Term Loan Due Twenty Twenty Five | Events of Default | ||||||
Debt Instrument [Line Items] | ||||||
Increase interest accrual rate percentage | 2.00% | |||||
2025 Secured Term Loan Year One | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment Premium during Year 1 | 0.50% | |||||
2025 Secured Term Loan Year Two | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment Premium during Year 2 | 0.25% |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Net Carrying Amount of Liability Component (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | $ 1,700,000 | $ 1,700,000 |
Unamortized Issuance Costs | (31,105) | (32,855) |
Net Carrying Value | 1,668,895 | 1,667,145 |
Fair Value | 1,666,197 | 1,831,054 |
Convertible Senior Notes due 2025 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 650,000 | 650,000 |
Unamortized Issuance Costs | (11,370) | (12,118) |
Net Carrying Value | 638,630 | 637,882 |
Fair Value | 908,622 | 1,056,679 |
Convertible Senior Notes due 2027 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 1,050,000 | 1,050,000 |
Unamortized Issuance Costs | (19,735) | (20,737) |
Net Carrying Value | 1,030,265 | 1,029,263 |
Fair Value | 757,575 | 774,375 |
Secured Notes Due Twenty Twenty Eight | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 500,000 | 500,000 |
Unamortized Issuance Costs | (11,618) | (11,994) |
Fair Value | 487,150 | 502,530 |
Net Carrying | 488,382 | $ 488,006 |
Secured Term Loan Due Twenty Twenty Five | ||
Debt Instrument [Line Items] | ||
Outstanding principal amount | 205,000 | |
Unamortized Issuance Costs | (412) | |
Net Carrying | $ 204,588 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest Expense Related to Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Instrument [Line Items] | ||
Amortization of Issuance Costs | $ 2,129 | $ 1,172 |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Contractual Interest Expense | 1,219 | 1,219 |
Amortization of Issuance Costs | 1,750 | 1,172 |
Total interest expense | 2,969 | 2,391 |
Convertible Senior Notes due 2025 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Contractual Interest Expense | 1,219 | 1,219 |
Amortization of Issuance Costs | 748 | 739 |
Total interest expense | 1,967 | 1,958 |
Convertible Senior Notes due 2027 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Contractual Interest Expense | 0 | 0 |
Amortization of Issuance Costs | 1,002 | 433 |
Total interest expense | 1,002 | $ 433 |
Secured Notes Due Twenty Twenty Eight | ||
Debt Instrument [Line Items] | ||
Contractual Interest Expense | 7,656 | |
Amortization of Issuance Costs | 376 | |
Total interest expense | 8,032 | |
Secured Term Loan Due Twenty Twenty Five | ||
Debt Instrument [Line Items] | ||
Contractual Interest Expense | 176 | |
Amortization of Issuance Costs | 3 | |
Total interest expense | $ 179 |
Long-term Debt - Schedule of Ma
Long-term Debt - Schedule of Maturities of Debt Instruments (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 0 |
2024 | 0 |
2025 | 205,000 |
2026 | 1,150,000 |
2027 | 1,050,000 |
Thereafter | 0 |
Total | 2,405,000 |
Convertible Senior Notes due 2025 | |
Debt Instrument [Line Items] | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 650,000 |
2027 | 0 |
Thereafter | 0 |
Total | 650,000 |
Convertible Senior Notes due 2027 | |
Debt Instrument [Line Items] | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 1,050,000 |
Thereafter | 0 |
Total | 1,050,000 |
Senior Secured Notes Due Twenty Twenty Eight | |
Debt Instrument [Line Items] | |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 500,000 |
2027 | 0 |
Thereafter | 0 |
Total | 500,000 |
Secured Term Loan Due Twenty Twenty Five | |
Debt Instrument [Line Items] | |
2023 | 0 |
2024 | 0 |
2025 | 205,000 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total | $ 205,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) R$ in Millions | Feb. 06, 2020BRL (R$) |
Commitments And Contingencies Disclosure [Abstract] | |
Maximum amount frozen in Brazilian subsidiary bank accounts | R$ 10.0 |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Equity, Class of Treasury Stock [Line Items] | |||
Treasury stock, shares | 8,684,000 | 8,684,000 | |
Treasury stock, cost | $ 782,104,000 | $ 782,104,000 | |
Class A | Share Repurchase Program | |||
Equity, Class of Treasury Stock [Line Items] | |||
Shares repurchased program expiration date | Apr. 29, 2023 | ||
Stock authorized to repurchase by board of directors | $ 800,000,000 | ||
Treasury stock, shares repurchased | 0 | 0 | |
Treasury stock, shares | 5,674,226 | ||
Shares repurchased, average price per share | $ 104.13 | ||
Treasury stock, cost | $ 590,900,000 | ||
Stock remaining available for repurchase | $ 209,100,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Taxes [Line Items] | ||
Effective tax rate from operations | 26.90% | 40.30% |
Benefit from income taxes | $ (48,023) | $ (74,264) |
Pretax loss | (178,774) | $ (184,284) |
Valuation allowance | 1,000 | |
Unrecognized tax benefits | 6,200 | |
Other Long-Term Liabilities | ||
Income Taxes [Line Items] | ||
Unrecognized tax benefits | 2,100 | |
Deferred Tax Assets | ||
Income Taxes [Line Items] | ||
Unrecognized tax benefits | $ 4,100 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Recognized tax expense (benefit) on exercises | $ 0.1 | $ (22.1) | |
Tax benefit on share-based compensation expense | 2.9 | 1.3 | |
Total tax benefit related to equity plans | $ 2.8 | $ 23.4 | |
Stock Option Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding, shares | 1,466,000 | 1,167,000 | |
Share-settled Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Aggregate fair value of stock option vested | $ 2.7 | ||
Unrecognized compensation expense expected to be recognized | 3 years 2 months 12 days | ||
Restricted stock units outstanding | 108,000 | 105,000 | |
Share-settled restricted stock units vested | 3,927 | ||
Number of shares withheld to satisfy tax obligations | 1,473 | ||
Shares issued | 2,454 | ||
Granted, weighted average grant date fair value (in dollars per share) | $ 404.60 | $ 691.99 | |
Unrecognized share-based compensation expense | $ 44.1 | ||
2013 Equity Plan | Stock Option Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vested | 123,625 | ||
Aggregate fair value of stock option vested | $ 28.4 | ||
Weighted average grant date fair value of stock option awards | $ 227.51 | $ 381.26 | |
Share-based compensation expense recognized | $ 10.4 | $ 5.3 | |
Unrecognized share-based compensation expense | $ 154.2 | ||
Unrecognized compensation expense expected to be recognized | 3 years 3 months 18 days | ||
2013 Equity Plan | Share-settled Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense recognized | $ 3.2 | 1.2 | |
Restricted stock units outstanding | 108,273 | ||
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 | $ 0.1 | 0.9 | |
Unrecognized compensation expense expected to be recognized | 2 years 9 months 18 days | ||
Unrecognized share-based compensation expense | $ 2 | ||
2013 Equity Plan | Class A | Stock Option Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options outstanding, shares | 1,465,779 | ||
2013 Equity Plan | Class A | Employees, Officers, and Directors | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation, stock authorized | 2,750,000 | ||
Shares of class A common stock reserved and available for future issuance | 241,334 | ||
2021 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense recognized | $ 0.6 | $ 0.4 | |
Unrecognized compensation expense expected to be recognized | 4 months 24 days | ||
Unrecognized share-based compensation expense | $ 0.8 | ||
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 | ||
Shares of class A common stock reserved and available for future issuance | 87,938 | ||
Common stock, shares issued | 7,450 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - Stock Option Awards $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Options outstanding, shares | |
Beginning Balance | shares | 1,167 |
Granted | shares | 304 |
Exercised | shares | (2) |
Forfeited/Expired | shares | (3) |
Ending Balance | shares | 1,466 |
Exercisable as of March 31, 2022 | shares | 698 |
Expected to vest as of March 31, 2022 | shares | 768 |
Total | shares | 1,466 |
Weighted Average Exercise Price Per Share | |
Beginning Balance | $ / shares | $ 268.74 |
Granted | $ / shares | 404.60 |
Exercised | $ / shares | 129.23 |
Forfeited/Expired | $ / shares | 445.94 |
Ending Balance | $ / shares | 296.80 |
Exercisable as of March 31, 2022 | $ / shares | 184.99 |
Expected to vest as of March 31, 2022 | $ / shares | 398.27 |
Total | $ / shares | $ 296.80 |
Aggregate Intrinsic Value | |
Exercised | $ | $ 678 |
Exercisable as of March 31, 2022 | $ | 223,826 |
Expected to vest as of March 31, 2022 | $ | 108,378 |
Total | $ | $ 332,204 |
Weighted Average Remaining Contractual Term (Years) | |
Exercisable as of March 31, 2022 | 4 years |
Expected to vest as of March 31, 2022 | 8 years 10 months 24 days |
Total | 6 years 7 months 6 days |
Schedule of Range of Exercise P
Schedule of Range of Exercise Prices per Share (Detail) - Stock Option Awards shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares, Stock Options Outstanding | shares | 1,466 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 296.80 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 6 years 7 months 6 days |
121.43 - 200.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices per Share, minimum | $ 121.43 |
Range of Exercise Prices per Share, maximum | $ 200 |
Shares, Stock Options Outstanding | shares | 876 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 135.94 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 4 years 8 months 12 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 | 324 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 408.64 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 9 years 9 months 18 days |
600.01 - 691.23 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices per Share, minimum | $ 600.01 |
Range of Exercise Prices per Share, maximum | $ 691.23 |
Shares, Stock Options Outstanding | shares | 266 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 691.23 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 8 years 10 months 24 days |
Assumptions Used in Black-Schol
Assumptions Used in Black-Scholes Pricing Model (Detail) - Stock Option Awards | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of options in years | 6 years 3 months 18 days | 6 years 3 months 18 days |
Expected volatility | 58.40% | |
Expected volatility, minimum | 57.60% | |
Expected volatility, maximum | 59.00% | |
Risk-free interest rate | 1.90% | |
Risk-free interest rate, minimum | 0.80% | |
Risk-free interest rate, maximum | 1.00% | |
Expected dividend yield | 0.00% | 0.00% |
Summary of Share-Settled Restri
Summary of Share-Settled Restricted Stock Unit Activity (Detail) - Share-settled Restricted Stock Units $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Number of Shares/Units | |
Beginning Balance | 105,000 |
Granted | 11,000 |
Vested | (3,927) |
Forfeited | (4,000) |
Ending Balance | 108,000 |
Expected to vest as of March 31, 2022 | 108,000 |
Aggregate Intrinsic Value | |
Vested | $ | $ 1,433 |
Expected to vest as of March 31, 2022 | $ | $ 52,655 |
Basic and Diluted Loss per Sh_3
Basic and Diluted Loss per Share - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock | ||
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A | ||
Class of Stock | ||
Common stock, votes per share | one | |
Class B Convertible | ||
Class of Stock | ||
Common stock, votes per share | 10 |
Basic and Diluted Loss per Sh_4
Basic and Diluted Loss per Share - Schedule of Weighted Average of Potential Class A Common Stock Excluded from Computation of Earnings Per Share (Detail) - Class A - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Class of Stock | ||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 3,786 | 3,262 |
2025 Convertible Notes | ||
Class of Stock | ||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 1,633 | 1,633 |
2027 Convertible Notes | ||
Class of Stock | ||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 733 | 334 |
Stock Options | ||
Class of Stock | ||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 1,311 | 1,211 |
RSU | ||
Class of Stock | ||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 107 | 81 |
Employee Stock Purchase Plan | ||
Class of Stock | ||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 2 | 3 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2022SegmentCountryCustomer | Mar. 31, 2021CountryCustomer | Dec. 31, 2021Country | |
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 | |
Number of Individual country accounted for 10% or more of total consolidated assets | 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 |
Total Revenues Gross Profit and
Total Revenues Gross Profit and Long Lived Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets | |||
Total revenues | $ 119,277 | $ 122,902 | |
Gross profit | 93,600 | 100,353 | |
Long-lived assets | 100,317 | $ 103,347 | |
Domestic | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenues | 68,407 | 70,207 | |
Gross profit | 54,705 | 58,931 | |
Long-lived assets | 87,365 | 89,817 | |
EMEA | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenues | 39,288 | 39,817 | |
Gross profit | 30,702 | 31,969 | |
Long-lived assets | 7,638 | 7,874 | |
Other Regions | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenues | 11,582 | 12,878 | |
Gross profit | 8,193 | $ 9,453 | |
Long-lived assets | $ 5,314 | $ 5,656 |
Related Party Transaction - Add
Related Party Transaction - Additional Information (Detail) - Board of Directors & Chief Executive Officer - Indemnification Agreement - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Initial term | 90 days | ||
One time payment fee | $ 388,945 | ||
Coverage amount | $ 40,000,000 | ||
Additional amount | $ 388,945 | $ 777,890 | |
Related party transaction, description | In February 2022, pursuant to the terms of the indemnification agreement, the Company elected to extend the term for a final 90-day period which began in March 2022, and paid Mr. Saylor an additional $388,945 for the final extension. | In return, the Company paid Mr. Saylor a one-time fee of $388,945 for the initial 90-day term. | In 2021, pursuant to the terms of the indemnification agreement, the Company elected to extend the term for two additional 90-day periods which began in September 2021 and December 2021, respectively, and paid Mr. Saylor an additional $777,890 in the aggregate for these extensions. |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | |
Subsequent Event [Line Items] | |||
Digital asset impairment losses | $ 170,091 | $ 194,095 | |
Forecst | Minimum | |||
Subsequent Event [Line Items] | |||
Digital asset impairment losses | $ 30,200 |