Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 02, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | MICROSTRATEGY INCORPORATED | ||
Entity Central Index Key | 0001050446 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
ICFR Auditor Attestation Flag | true | ||
Entity Well Known Seasoned Issuer | Yes | ||
Entity Public Float | $ 1,533 | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Title of 12(b) Security | Class A common stock, par value $0.001 per share | ||
Trading Symbol | MSTR | ||
Security Exchange Name | NASDAQ | ||
Entity File Number | 000-24435 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 51-0323571 | ||
Entity Address, Address Line One | 1850 Towers Crescent Plaza | ||
Entity Address, City or Town | Tysons Corner | ||
Entity Address, State or Province | VA | ||
Entity Address, Postal Zip Code | 22182 | ||
City Area Code | 703 | ||
Local Phone Number | 848-8600 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | Portions of the definitive proxy statement for the 2023 Annual Meeting of Stockholders of the Registrant to be filed subsequently with the SEC are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent indicated herein. | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | McLean, Virginia | ||
Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 9,584,732 | ||
Class B Convertible | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,964,025 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 43,835 | $ 63,356 |
Restricted cash | 7,033 | 1,078 |
Accounts receivable, net | 189,280 | 189,280 |
Prepaid expenses and other current assets | 24,418 | 14,251 |
Total current assets | 264,566 | 267,965 |
Digital assets | 1,840,028 | 2,850,210 |
Property and equipment, net | 32,311 | 36,587 |
Right-of-use assets | 61,299 | 66,760 |
Deposits and other assets | 23,916 | 15,820 |
Deferred tax assets, net | 188,152 | 319,782 |
Total assets | 2,410,272 | 3,557,124 |
Current liabilities: | ||
Accounts payable, accrued expenses, and operating lease liabilities | 42,976 | 46,084 |
Accrued compensation and employee benefits | 53,716 | 54,548 |
Accrued interest | 2,829 | 1,493 |
Current portion of long-term debt, net | 454 | 0 |
Deferred revenue and advance payments | 217,428 | 209,860 |
Total current liabilities | 317,403 | 311,985 |
Long-term debt, net | 2,378,560 | 2,155,151 |
Deferred revenue and advance payments | 12,763 | 8,089 |
Operating lease liabilities | 67,344 | 76,608 |
Other long-term liabilities | 17,124 | 26,224 |
Deferred tax liabilities | 198 | 109 |
Total liabilities | 2,793,392 | 2,578,166 |
Commitments and Contingencies | ||
Stockholders’ (Deficit) Equity | ||
Preferred stock undesignated, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 1,841,120 | 1,727,143 |
Treasury stock, at cost; 8,684 shares and 8,684 shares, respectively | (782,104) | (782,104) |
Accumulated other comprehensive loss | (13,801) | (7,543) |
(Accumulated deficit) retained earnings | (1,428,355) | 41,442 |
Total stockholders’ (deficit) equity | (383,120) | 978,958 |
Total liabilities and stockholders’ (deficit) equity | 2,410,272 | 3,557,124 |
Class A | ||
Stockholders’ (Deficit) Equity | ||
Common stock | 18 | 18 |
Class B Convertible | ||
Stockholders’ (Deficit) Equity | ||
Common stock | $ 2 | $ 2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 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 | 18,269,000 | 18,006,000 |
Common stock, shares outstanding | 9,585,000 | 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 | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenues: | ||||
Total revenues | $ 499,264 | $ 510,762 | $ 480,735 | |
Cost of revenues: | ||||
Total cost of revenues | 102,989 | 91,909 | 91,055 | |
Gross profit | 396,275 | 418,853 | 389,680 | |
Operating expenses: | ||||
Sales and marketing | 146,882 | 160,141 | 148,910 | |
Research and development | 127,428 | 117,117 | 103,561 | |
General and administrative | 111,421 | 95,501 | 80,136 | |
Digital asset impairment losses (gains on sale), net | 1,286,286 | 830,621 | 70,698 | |
Total operating expenses | 1,672,017 | 1,203,380 | 403,305 | |
Loss from operations | (1,275,742) | (784,527) | (13,625) | |
Interest (expense) income, net | (53,136) | (29,149) | 710 | |
Other income (expense), net | 6,413 | 2,287 | (7,038) | |
Loss before income taxes | (1,322,465) | (811,389) | (19,953) | |
Provision for (benefit from) income taxes | 147,332 | (275,909) | (12,429) | |
Net loss | $ (1,469,797) | $ (535,480) | $ (7,524) | |
Basic loss per share | [1] | $ (129.83) | $ (53.44) | $ (0.78) |
Weighted average shares outstanding used in computing basic loss per share | 11,321 | 10,020 | 9,684 | |
Diluted loss per share | [1] | $ (129.83) | $ (53.44) | $ (0.78) |
Weighted average shares outstanding used in computing diluted loss per share | 11,321 | 10,020 | 9,684 | |
Total product licenses and subscription services | ||||
Revenues: | ||||
Total revenues | $ 147,244 | $ 144,873 | $ 119,825 | |
Cost of revenues: | ||||
Total cost of revenues | 26,442 | 18,622 | 17,126 | |
Product licenses | ||||
Revenues: | ||||
Total revenues | 86,498 | 101,804 | 86,743 | |
Cost of revenues: | ||||
Total cost of revenues | 1,672 | 1,721 | 2,293 | |
Subscription services | ||||
Revenues: | ||||
Total revenues | 60,746 | 43,069 | 33,082 | |
Cost of revenues: | ||||
Total cost of revenues | 24,770 | 16,901 | 14,833 | |
Product support | ||||
Revenues: | ||||
Total revenues | 266,521 | 281,209 | 284,434 | |
Cost of revenues: | ||||
Total cost of revenues | 21,264 | 19,254 | 23,977 | |
Other services | ||||
Revenues: | ||||
Total revenues | 85,499 | 84,680 | 76,476 | |
Cost of revenues: | ||||
Total cost of revenues | $ 55,283 | $ 54,033 | $ 49,952 | |
[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 | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (1,469,797) | $ (535,480) | $ (7,524) |
Other comprehensive (loss) income, net of applicable taxes: | |||
Foreign currency translation adjustment | (6,258) | (3,658) | 5,913 |
Unrealized loss on short-term investments | 0 | 0 | (147) |
Total other comprehensive (loss) income | (6,258) | (3,658) | 5,766 |
Comprehensive loss | $ (1,476,055) | $ (539,138) | $ (1,758) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Jan 1, 2021 Adjustment | Common Stock Class A | Common Stock Class A Cumulative Effect, Period of Adoption, Jan 1, 2021 Adjustment | Common Stock Class B Convertible | Common Stock Class B Convertible Cumulative Effect, Period of Adoption, Jan 1, 2021 Adjustment | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Jan 1, 2021 Adjustment | Treasury Stock | Treasury Stock Cumulative Effect, Period of Adoption, Jan 1, 2021 Adjustment | Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Cumulative Effect, Period of Adoption, Jan 1, 2021 Adjustment | (Accumulated Deficit) Retained Earnings | (Accumulated Deficit) Retained Earnings Cumulative Effect, Period of Adoption, Jan 1, 2021 Adjustment |
Beginning Balance at Dec. 31, 2019 | $ 508,559 | $ 16 | $ 2 | $ 593,583 | $ (658,880) | $ (9,651) | $ 583,489 | |||||||
Beginning Balance (in shares) at Dec. 31, 2019 | 15,888 | 2,035 | (7,807) | |||||||||||
Net loss | (7,524) | $ 0 | $ 0 | 0 | $ 0 | 0 | (7,524) | |||||||
Other comprehensive income (loss) | 5,766 | 0 | 0 | 0 | 0 | 5,766 | 0 | |||||||
Conversion of class B to class A common stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 | 0 | |||||||
Conversion of class B to class A common stock (in shares) | 71 | (71) | ||||||||||||
Issuance of class A common stock upon exercise of stock options | 51,082 | $ 0 | $ 0 | 51,082 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under stock option plans (in shares) | 348 | 0 | 0 | |||||||||||
Purchases of treasury stock | (123,224) | $ 0 | $ 0 | 0 | $ (123,224) | 0 | 0 | |||||||
Purchases of treasury stock (in shares) | 0 | 0 | (877) | |||||||||||
Share-based compensation expense | 10,576 | $ 0 | $ 0 | 10,576 | $ 0 | 0 | 0 | |||||||
Equity component of convertible senior notes, net of issuance cost and deferred tax liability | 107,810 | 0 | 0 | 107,810 | 0 | 0 | 0 | |||||||
Ending Balance at Dec. 31, 2020 | $ 553,045 | $ (106,853) | $ 16 | $ 0 | $ 2 | $ 0 | 763,051 | $ (107,810) | $ (782,104) | $ 0 | (3,885) | $ 0 | 575,965 | $ 957 |
Ending Balance (in shares) at Dec. 31, 2020 | 16,307 | 1,964 | (8,684) | |||||||||||
Accounting Standards Update Description | ASU 2020-06 | |||||||||||||
Net loss | $ (535,480) | $ 0 | $ 0 | 0 | $ 0 | 0 | (535,480) | |||||||
Other comprehensive income (loss) | (3,658) | 0 | 0 | 0 | 0 | (3,658) | 0 | |||||||
Issuance of class A common stock upon exercise of stock options | 40,651 | $ 0 | $ 0 | 40,651 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under stock option plans (in shares) | 269 | 0 | 0 | |||||||||||
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 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 | 990,463 | $ 2 | $ 0 | 990,461 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under public offerings, net of issuance costs, (in shares) | 1,414 | 0 | 0 | |||||||||||
Share-based compensation expense | 42,690 | $ 0 | $ 0 | 42,690 | $ 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 | (1,469,797) | $ 0 | $ 0 | 0 | $ 0 | 0 | (1,469,797) | |||||||
Other comprehensive income (loss) | (6,258) | 0 | 0 | 0 | 0 | (6,258) | 0 | |||||||
Issuance of class A common stock upon exercise of stock options | 1,393 | $ 0 | $ 0 | 1,393 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under stock option plans (in shares) | 9 | 0 | 0 | |||||||||||
Issuance of class A common stock under employee stock purchase plan | 4,473 | $ 0 | $ 0 | 4,473 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under employee stock purchase plan, (in shares) | 16 | 0 | 0 | |||||||||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes | (2,213) | $ 0 | $ 0 | (2,213) | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock upon vesting of restricted stock units, net of withholding taxes, (in shares) | 19 | 0 | 0 | |||||||||||
Issuance of class A common stock under public offerings, net of issuance costs | 46,219 | $ 0 | $ 0 | 46,219 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under public offerings, net of issuance costs, (in shares) | 219 | 0 | 0 | |||||||||||
Share-based compensation expense | 64,105 | $ 0 | $ 0 | 64,105 | $ 0 | 0 | 0 | |||||||
Ending Balance at Dec. 31, 2022 | $ (383,120) | $ 18 | $ 2 | $ 1,841,120 | $ (782,104) | $ (13,801) | $ (1,428,355) | |||||||
Ending Balance (in shares) at Dec. 31, 2022 | 18,269 | 1,964 | (8,684) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net loss | $ (1,469,797) | $ (535,480) | $ (7,524) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 10,874 | 11,358 | 13,332 |
Reduction in carrying amount of right-of-use assets | 8,072 | 8,189 | 8,210 |
Credit losses and sales allowances | 939 | 1,509 | 2,732 |
Net realized gain on short-term investments | 0 | 0 | (94) |
Deferred taxes | 131,493 | (284,221) | (20,830) |
Release of liabilities for unrecognized tax benefits | (360) | (561) | 0 |
Share-based compensation expense | 63,619 | 44,126 | 11,153 |
Digital asset impairment losses (gains on sale), net | 1,286,286 | 830,621 | 70,698 |
Gain on partial lease termination | 0 | 0 | (2,820) |
Amortization of issuance costs and debt discount on long-term debt | 8,694 | 7,201 | 1,543 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,292) | 2,618 | (774) |
Prepaid expenses and other current assets | (6,342) | (25) | 2,346 |
Deposits and other assets | (7,455) | (1,713) | 416 |
Accounts payable and accrued expenses | (3,521) | 3,749 | 9,174 |
Accrued compensation and employee benefits | (12,344) | 2,374 | (6,827) |
Accrued interest | 1,336 | 1,222 | 271 |
Deferred revenue and advance payments | 14,839 | 14,710 | (20,223) |
Operating lease liabilities | (9,634) | (10,222) | (11,171) |
Other long-term liabilities | (8,196) | (1,622) | 4,007 |
Net cash provided by operating activities | 3,211 | 93,833 | 53,619 |
Investing activities: | |||
Purchases of digital assets | (287,921) | (2,626,529) | (1,125,000) |
Proceeds from sale of digital assets | 11,817 | 0 | 0 |
Proceeds from redemption of short-term investments | 0 | 0 | 119,886 |
Purchases of property and equipment | (2,486) | (2,706) | (3,651) |
Purchases of short-term investments | 0 | 0 | (9,928) |
Net cash used in investing activities | (278,590) | (2,629,235) | (1,018,693) |
Financing activities: | |||
Proceeds from convertible senior notes classified as debt | 0 | 1,050,000 | 496,473 |
Proceeds from convertible senior notes classified as equity | 0 | 0 | 153,527 |
Proceeds from senior secured notes | 0 | 500,000 | 0 |
Proceeds from secured term loan, net of lender fees | 204,693 | 0 | 0 |
Issuance costs paid for secured term loan, excluding lender fees | (107) | 0 | 0 |
Proceeds from other long-term secured debt | 11,100 | 0 | 0 |
Issuance costs paid for other long-term secured debt | (270) | 0 | 0 |
Repayments of other long-term secured debt | (246) | 0 | 0 |
Proceeds from sale of common stock under public offerings | 46,592 | 1,000,000 | 0 |
Issuance costs paid related to sale of common stock under public offerings | (358) | (9,537) | 0 |
Proceeds from exercise of stock options | 1,393 | 40,651 | 51,082 |
Payment of withholding tax on vesting of restricted stock units | (2,082) | (4,695) | 0 |
Purchases of treasury stock | 0 | 0 | (123,224) |
Net cash provided by financing activities | 265,188 | 2,541,685 | 563,233 |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (3,375) | (2,608) | 4,784 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (13,566) | 3,675 | (397,057) |
Cash, cash equivalents, and restricted cash, beginning of year | 64,434 | 60,759 | 457,816 |
Cash, cash equivalents, and restricted cash, end of year | 50,868 | 64,434 | 60,759 |
Supplemental disclosure of cash flow information: | |||
Cash paid during the year for interest | 43,448 | 20,416 | 178 |
Cash paid during the year for income taxes, net of tax refunds | 21,973 | 7,010 | 6,803 |
Employee Stock Purchase Plan | |||
Financing activities: | |||
Proceeds from sales under employee stock purchase plan | 4,473 | 2,854 | 0 |
Convertible Senior Notes | |||
Financing activities: | |||
Issuance costs paid | 0 | (24,796) | (14,625) |
Senior Secured Notes | |||
Financing activities: | |||
Issuance costs paid | $ 0 | $ (12,792) | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization | (1) Organization MicroStrategy pursues two corporate strategies in the operation of its business. One strategy is to acquire and hold bitcoin and the other strategy is to grow its enterprise analytics software business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies (a) Basis of Presentation 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. The Company is not aware of any material subsequent event that would require recognition or disclosure. In the Consolidated Statement of Cash Flows for the year ended December 31, 2020, 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 to conform to the presentation of these items for the current year. As discussed in Note 3, Recent Accounting Standards, to the Consolidated Financial Statements, the Company adopted 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 (b) Use of Estimates The preparation of the Consolidated Financial Statements, in conformity with GAAP, requires management to make estimates and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to revenue recognition, allowance for doubtful accounts, investments, fixed assets, digital assets, leases, debt, share-based compensation, income taxes, including the carrying value of deferred tax assets, and litigation and contingencies, including liabilities that the Company deems not probable of assertion. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, and equity that are not readily apparent from other sources. Actual results and outcomes could differ from these estimates and assumptions. (c) Fair Value Measurements The Company measures certain assets and liabilities at fair value on a recurring or nonrecurring basis. Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below: Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Inputs that are generally unobservable, supported by little or no market activity, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company also estimates the fair value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, and accrued compensation and employee benefits. The Company considers the carrying value of these instruments in the Consolidated Financial Statements to approximate fair value due to their short maturities. (d) Cash and Cash Equivalents and Restricted Cash Cash equivalents may include bank demand deposits, money market instruments, certificates of deposit, U.S. Treasury securities, and equivalent funds. The Company generally considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash consists of cash balances restricted in use by contractual obligations with third parties. (e) Short-term Investments The Company has periodically invested a portion of its cash in short-term investment instruments. All highly liquid investments with stated maturity dates between three months and one year from the purchase date are classified as short-term investments. The Company determines the appropriate classification of its short-term investments at the time of purchase and reassesses the appropriateness of the classification at each reporting date. As of December 31, 2022 and 2021, the Company did not hold any short-term investments. Prior to their liquidation, all of the Company’s short-term investments were in U.S. Treasury securities, which were classified as available-for-sale and reported at fair value within the Company’s consolidated balance sheets. The fair value of the Company’s short-term investments was determined based on quoted market prices in active markets for identical securities (Level 1 inputs). Premiums and discounts related to the Company’s short-term investments were amortized over the life of the investment and recorded in earnings. Each reporting period, the Company determined the amount of unrealized holding gains and losses on each individual security by comparing the fair value to the amortized cost. Unrealized holding gains and unrealized holding losses that were not a result of a credit loss were reported in other comprehensive income (loss) until realized. Unrealized holding losses that were a result of a credit loss were recorded in earnings, with the establishment of an allowance for credit losses. (f) Credit Losses on Accounts Receivable The Company maintains an allowance for credit losses on its accounts receivable balances, which represents its best estimate of current expected credit losses over the contractual life of the accounts receivable. When evaluating the adequacy of its allowance for credit losses each reporting period, the Company analyzes accounts receivable balances with similar risk characteristics on a collective basis, considering factors such as the aging of receivable balances, payment terms, geographic location, historical loss experience, current information, and future expectations. Each reporting period, the Company reassesses whether any accounts receivable no longer share similar risk characteristics and should instead be evaluated as part of another pool or on an individual basis. Changes to the allowance for credit losses are adjusted through credit loss expense, which is presented within “General and administrative” operating expenses in the Consolidated Statements of Operations. (g) Digital Assets The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other The Company determines the fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement quoted on the active exchange at any time since acquiring the specific bitcoin held by the Company. If the carrying value of a bitcoin exceeds that lowest price, an impairment loss has occurred with respect to that bitcoin in the amount equal to the difference between its carrying value and such lowest price. Impairment losses are recognized in the period in which the impairment occurs and are reflected within “Digital asset impairment losses (gains on sale), net” in the Company’s Consolidated Statements of Operations. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains (if any) are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s Consolidated Statements of Operations. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoins sold immediately prior to sale. See Note 4, Digital Assets, to the Consolidated Financial Statements for further information regarding the Company’s purchases and sales of digital assets. (h) Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows: three years for computer equipment and purchased software; five years for office equipment; 10 years for office furniture; and 19 years for the Company’s corporate aircraft, which has an estimated salvage value of 21%. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the improvements or the term of the lease, whichever is shorter. The Company periodically evaluates the appropriateness of the estimated useful lives and salvage value of all property and equipment. Any change in the estimated useful life or salvage value is treated as a change in estimate and accounted for prospectively in the period of change. Expenditures for maintenance and repairs are charged to expense as incurred. When assets are retired or sold, the capitalized cost and related accumulated depreciation are removed from the property and equipment accounts and any resulting gain or loss is recognized in the results of operations. Eligible internal-use software development costs are capitalized subsequent to the completion of the preliminary project stage. Such costs include external direct material and service costs, employee payroll, and payroll-related costs. After all substantial testing and deployment is completed and the software is ready for its intended use, capitalization ceases and internal-use software development costs are amortized using the straight-line method over the estimated useful life of the software, generally three years. The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted cash flows to the recorded value of the asset. If an asset is impaired, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset. (i) Leases A lease is a contract, or part of a contract, that conveys the right to both (i) obtain economic benefits from and (ii) direct the use of an identified asset for a period of time in exchange for consideration. The Company evaluates its contracts to determine if they contain a lease and classifies any lease components identified as an operating or finance lease. For each lease component, the Company recognizes a right-of-use (“ROU”) asset and a lease liability. ROU assets and lease liabilities are presented separately for operating and finance leases; however, the Company currently has no material finance leases. The Company’s operating leases are primarily related to office space in the United States and foreign locations. In a contract that contains a lease, a component is an item or activity that transfers a good or service to the lessee. Such contracts may be comprised of lease components, non-lease components, and elements that are not components. Each lease component represents a lessee’s right to use an underlying asset in the contract if the lessee can benefit from the right of use of the asset either on its own or together with other readily available resources and if the right of use is neither highly dependent nor highly interrelated with other rights of use. Non-lease components include items such as common area maintenance and utilities provided by the lessor. The Company has elected the practical expedient to not separate lease components from non-lease components for office space, which is the Company’s only material underlying asset class. For each lease within this asset class, the non-lease components and related lease components are accounted for as a single lease component. Items or activities that do not transfer goods or services to the lessee, such as administrative tasks to set up the contract and reimbursement or payment of lessor costs, are not components of the contract and therefore no contract consideration is allocated to such items or activities. Consideration in the contract is comprised of any fixed payments and variable payments that depend on an index or rate. Payments in the Company’s operating lease arrangements are typically comprised of base office rent and parking fees. Costs related to the Company’s non-lease components, as described above, are generally variable and do not depend on an index or rate and are therefore excluded from the contract consideration allocated to the lease components. The Company’s operating lease arrangements generally do not contain any payments related to items or activities that are not components. Operating lease liabilities are initially and subsequently measured at the present value of unpaid lease payments, discounted at the discount rate of the lease. Operating lease ROU assets are initially measured as the sum of the initial lease liability, any initial direct costs incurred, and any prepaid lease payments, less any lease incentives received. The ROU asset is amortized over the term of the lease. The amortization of operating lease ROU assets is included in “Reduction in carrying amount of right-of-use assets” within the operating activities section of the Consolidated Statements of Cash Flows. A single lease expense is recorded within operating expenses in the Consolidated Statements of Operations on a straight-line basis over the lease term. Variable lease payments that are not included in the measurement of the lease liability are recognized in the period when the obligations for those payments are incurred. In the Company’s lease agreements, these variable payments typically include certain taxes, utilities, and maintenance costs, and other fees. The Company uses its incremental borrowing rate as the discount rate for all of its leases, as the rate implicit in the lease is not readily determinable in any of its lease contracts. In order to estimate a collateralized borrowing rate curve, the Company first estimates a synthetic credit rating and then applies modeling methodologies to an unsecured borrowing rate curve. In determining the incremental borrowing rate of each lease, the Company uses a centralized treasury approach and considers the currency of the contract, the economic environment in which the lease exists, and the term of the lease. The Company does not recognize lease liabilities or ROU assets for any short-term leases with a non-cancellable lease term of 12 months or less. Instead, the lease payments for these short-term leases are expensed on a straight-line basis over the lease term, and any variable payments are recognized in the period when the obligations for those payments are incurred. The Company believes that, using this methodology, the expense recorded reasonably reflects the Company’s short-term lease commitments. (j) Software Development Costs The Company did not capitalize any software development costs during the years ended December 31, 2022, 2021, and 2020. Due to the pace of the Company’s software development efforts and frequency of its software releases, the Company’s software development costs are expensed as incurred within “Research and development” in the Consolidated Statements of Operations. (k) Loss Contingencies and Legal Costs The Company accrues loss contingencies that are believed to be probable and can be reasonably estimated. As events evolve during the administration and litigation process and additional information becomes known, the Company reassesses its estimates related to loss contingencies. Legal costs are expensed in the period in which the costs are incurred. (l) Deferred Revenue and Advance Payments Deferred revenue and advance payments represent amounts received or due from customers in advance of the Company transferring its software or services to the customer under an enforceable contract. In the case of multi-year service contract arrangements, the Company generally does not invoice more than one year in advance of services and does not record deferred revenue for amounts that have not been invoiced. Revenue is subsequently recognized in the period(s) in which control of the software or services is transferred to the customer. Deferred revenue is comprised of deferred product licenses and subscription services, product support, or other services revenue based on the transaction price allocated to the specific performance obligation in the contract with the customer. (m) Debt Arrangements The Company adopted ASU 2020-06 effective January 1, 2021. As discussed in Note 8, Long-term Debt, to the Consolidated Financial Statements, the Company issued convertible senior notes in December 2020 and February 2021 and senior secured notes in June 2021, and entered into secured term loan agreements in March 2022 and June 2022. The embedded conversion features in each of the convertible notes are indexed to the Company’s class A common stock and meet the criteria for classification in stockholders’ equity, and therefore derivative accounting does not apply. The Company records the aggregate principal amount of each of its debt instruments as a liability on its Consolidated Balance Sheet, offset by the issuance costs associated with each instrument. The issuance costs are amortized to interest expense using the effective interest method over the expected term of each debt instrument. Prior to the adoption of ASU 2020-06, the Company separated the debt and equity components of the 0.750% Convertible Senior Notes due 2025 issued in December 2020 (the “2025 Convertible Notes”). The carrying amount of the liability component was determined by measuring the fair value of a similar debt instrument without any associated conversion features at the time of issuance and the carrying amount of the equity component was determined by deducting the fair value of the liability component from the initial proceeds of the 2025 Convertible Notes. The Company also allocated issuance costs associated with the offering between debt and equity based on their relative carrying values at the time of issuance. Such issuance costs were taken as a direct reduction to the debt and equity components. Both the difference between the principal and the liability component’s initial carrying value and the issuance costs allocated to the debt component were amortized to interest expense using the effective interest method over the expected term of the 2025 Convertible Notes. In determining the fair value of a similar debt instrument without any associated conversion features, the Company estimated a nonconvertible debt borrowing rate at the time of issuance using a blend of different methodologies, which considered Level 2 inputs such as observable market prices of the Company’s debt and class A common stock, the Company’s historical and implied class A common stock volatility, a synthetic credit rating consistent with that utilized for determining the incremental borrowing rate for the Company’s accounting of leasing arrangements, and analysis of similar convertible debt issuances and their equivalent nonconvertible debt yields. (n) Revenue Recognition The Company recognizes revenue using a five-step model: (i) Identifying the contract(s) with a customer, (ii) Identifying the performance obligation(s), (iii) Determining the transaction price, (iv) Allocating the transaction price to the performance obligations in the contract, and (v) Recognizing revenue when, or as, the Company satisfies a performance obligation. The Company has elected to exclude taxes assessed by government authorities in determining the transaction price, and therefore revenue is recognized net of taxes collected from customers. The Company enters into non-cancellable nonrefundable orders with customers and does not have a history of granting returns or refunds and therefore does not have a reserve for future returns. Performance Obligations and Timing of Revenue Recognition The Company primarily sells goods and services that fall into the categories discussed below. Each category contains one or more performance obligations that are either (i) capable of being distinct (i.e., the customer can benefit from the good or service on its own or together with readily available resources, including those purchased separately from the Company) and distinct within the context of the contract (i.e., separately identifiable from other promises in the contract) or (ii) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Aside from the Company’s term and perpetual product licenses, which are delivered at a point in time, the majority of the Company’s services are delivered over time. Product Licenses The Company sells different types of business intelligence software, licensed on a term or perpetual basis and installed either on premises or on a public cloud that is procured and managed by the customer. Although product licenses are sold with product support, the software is fully functional at the outset of the arrangement and is considered a distinct performance obligation. Revenue from product license sales is recognized when control of the license is transferred to the customer, which is the later of delivery or commencement of the license term. The Company may also sell through resellers and OEMs who purchase the Company’s software for resale. In reseller arrangements, revenue is generally recognized when control of the license is transferred to the end user. In OEM arrangements, revenue is recognized when control of the license is transferred to the OEM. Subscription Services The Company also sells access to its software through MCE, a cloud subscription service, wherein customers access the software through a cloud environment that the Company manages on behalf of the customer. Control of the software itself does not transfer to the customer under this arrangement and is not considered a separate performance obligation. Cloud subscriptions are regularly sold on a standalone basis and include technical support, monitoring, backups, updates, and quarterly service reviews. Additionally, customers with existing on-premise software licenses may convert their installations to MCE, at which time the on-premise licenses are typically terminated and replaced by a new subscription to the MCE service. At conversion, an analysis is performed for each contract to determine whether any revenue adjustments are necessary given that the contract modifications revoke previously transferred rights to perpetual on-premise software. Such revenue adjustments were not material for the years ended December 31, 2022, 2021, and 2020. Revenue related to cloud subscriptions is recognized on a straight-line basis over the contract period, which is the period over which the customer has continuous access to the software. Product Support In all product license transactions, customers are required to purchase a standard product support package (either separately or as an included component of a term license transaction) that may subsequently be renewed at their option. Customers may also purchase a premium product support package for a fixed annual fee. All product support packages include both technical support and when-and-if-available software upgrades, which are treated as a single performance obligation as they are considered a series of distinct services that are substantially the same and have the same duration and measure of progress. Revenue from product support is recognized on a straight-line basis over the contract period, which is the period over which the customer has continuous access to product support. Consulting Services The Company sells consulting services to help customers plan and execute deployment of the Company’s software. Customers are not required to use consulting services to fully benefit from the software. Consulting services are regularly sold on a standalone basis and either (i) prepaid upfront or (ii) sold on a time and materials basis. Consulting arrangements are each considered separate performance obligations because they do not integrate with each other or with other offerings to deliver a combined output to the customer, do not modify or customize (or are not modified or customized by) each other or other offerings, and do not affect the customer’s ability to use the other consulting services or the Company’s other offerings. Revenue under consulting arrangements is recognized over time as services are delivered. For time and materials-based consulting arrangements, the Company has elected the practical expedient of recognizing revenue upon invoicing since the invoiced amount corresponds directly to the value of the Company’s service to date. Education Services The Company sells various education and training services to its customers. Education services are sold on a standalone basis under two different types of arrangements: (i) annual subscriptions to live and on-demand training courses and (ii) custom courses purchased on an hourly basis. Education arrangements are each considered separate performance obligations because they do not integrate with each other or with other offerings to deliver a combined output to the customer, do not modify or customize (or are not modified or customized by) each other or other offerings, and do not affect the customer’s ability to use the other education services or the Company’s other offerings. Revenue on annual subscriptions is recognized on a straight-line basis over the contract period, which is the period over which the customer has continuous access to the training courses. Revenue on custom courses is recognized on a time and materials basis as the services are delivered. See Note 16, Segment Information, to the Consolidated Financial Statements for information regarding total revenues by geographic region. Estimates and Judgments The Company makes estimates and judgments to allocate the transaction price based on an observable or estimated SSP. The Company also makes estimates and judgments with respect to capitalizing incremental costs to obtain a customer contract and determining the subsequent amortization period. These estimates and judgments are discussed further below. Determining the Transaction Price The transaction price includes both fixed and variable consideration. Variable consideration is included in the transaction price to the extent it is probable that a significant reversal will not occur. The amount of variable consideration excluded from the transaction price was not material for the years ended December 31, 2022, 2021, and 2020. The Company’s estimates of variable consideration are also subject to subsequent true-up adjustments and may result in changes to its transaction prices. Such true-up adjustments have not been and are not expected to be material. The Company has the following sources of variable consideration: (i) Performance penalties – Subscription services and product support arrangements generally contain performance response time guarantees. For subscription services arrangements, the Company estimates variable consideration using a portfolio approach because performance penalties are tied to standard up-time requirements. For product support arrangements, the Company estimates variable consideration on a contract basis because such arrangements are customer-specific. For both subscription services and product support arrangements, the Company uses an expected value approach to estimate variable consideration based on historical business practices and current and future performance expectations to determine the likelihood of incurring penalties. (ii) Extended payment terms – The Company’s standard payment terms are generally within 180 days of invoicing. If extended payment terms are granted to customers, those terms generally do not exceed one year. For contracts with extended payment terms, the Company estimates variable consideration on a contract basis because such estimates are customer-specific and uses an expected value approach to analyze historical business experience on a customer-by-customer basis to determine the likelihood that extended payment terms lead to an implied price concession. (iii) Sales and usage-based royalties – Certain product license arrangements include sales or usage-based royalties, covering both product license and product support. In these arrangements, the Company uses an expected value approach to estimate and recognize revenue for royalty sales each period, utilizing historical data on a contract-by-contract basis. True-up adjustments are recorded in subsequent periods when royalty reporting is received from the OEMs and during the years ended December 31, 2022, 2021, and 2020 were not material. The Company provides a standard software assurance warranty to repair, replace, or refund software that does not perform in accordance with documentation. The standard software assurance warranty period is generally less than one year. Assurance warranty claims were not material for the years ended December 31, 2022, 2021, and 2020. The Company does not adjust the transaction price for significant financing components where the time period between cash payment and performance is one year or less. However, there are circumstances where the timing between cash payment and performance may exceed one year. These circumstances generally involve prepaid multi-year license, product support and subscription services arrangements where the customer determines when the service is utilized. In these circumstances, the Company has determined no significant financing component exists because the customer controls when to utilize the service and because there are significant business purposes behind the timing difference between payment and performance (e.g., ensuring collectability in the case of subscription services). Allocating the Transaction Price Based on Standalone Selling Prices (SSP) The Company allocates the transaction price to each performance obligation in a contract based on its relative SSP. The SSP is the price, or estimated price, of the software or service when sold on a standalone basis at contract inception. In circumstances where SSP is not directly observable, the Company estimates SSP using the following methodologies: (i) Product licenses – Product licenses are not sold on a standalone basis and pricing is highly variable. The Company establishes SSP of product licenses using a residual approach after first establishing the SSP of standard product support. Standard product support is sold on a standalone basis within a narrow range of the stated net license fee, and because an economic relationship exists between product licenses and standard product support, the Company has concluded that the residual method to estimate SSP of product licenses sold on both a perpetual and term basis is a fair allocation of the transaction price. (ii) Subscription services – Given the highly variable selling price of subscription services, the Company establishes the SSP of its subscription services arrangements using a similar residual approach after first establishing the SSP of consulting and education services to the extent they are included in the arrangement. The Company has concluded that the residual method to estimate SSP of its subscription services is a fair allocation of the transaction price. (iii) Standard product support – The Company establishes SSP of standard product support as a percentage of the stated net license fee, given such pricing is consistent with its normal pricing practices and there exists sufficient history of customers renewing standard product support |
Recent Accounting Standards
Recent Accounting Standards | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Standards | (3) Recent Accounting Standards Accounting for Convertible Instruments The Company early adopted ASU 2020-06 effective as of January 1, 2021 using the modified retrospective method, which resulted in a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption, recorded as follows (in thousands): Consolidated Balance Sheet December 31, 2020 As Reported Effect of the Adoption of ASU 2020-06 January 1, 2021 As Adjusted Deferred tax liabilities (assets) $ 8,211 $ (41,693 ) $ (33,482 ) Convertible senior notes, net 486,366 148,546 634,912 Additional paid-in-capital 763,051 (107,810 ) 655,241 Retained earnings 575,965 957 576,922 The following significant accounting changes occurred as result of the adoption of ASU 2020-06: (i) Elimination of the cash conversion model . Under previous GAAP, instruments that may be partially settled in cash were in the scope of the “cash conversion” model, which required conversion features to be separately reported in equity. Upon the adoption of ASU 2020-06, the cash conversion model was eliminated and the Company no longer records conversion features in equity and instead accounts for its convertible senior notes as single units of debt. As a result, there is no longer a debt discount or subsequent amortization to be recognized as interest expense. Similarly, the Company no longer allocates a portion of the related issuance costs to equity. As a result of these changes, temporary differences between the Company’s book and tax bases have been eliminated and the Company no longer records any related net deferred tax liability with respect to its convertible senior notes. (ii) Use of the “if-converted” method for calculating diluted earnings per share . Under previous GAAP, the Company utilized the “treasury stock” method for computing the diluted earnings per share impact of its convertible senior notes. Under the treasury stock method, only the excess of the average stock price of the Company’s class A common stock for the reporting period over the conversion price was used in determining the impact to the diluted earnings per share denominator. Upon the adoption of ASU 2020-06, the Company may no longer use the treasury stock method for instruments with flexible settlement arrangements. Instead, the Company is required to use the if-converted method, which requires all underlying shares be included in the denominator regardless of the average stock price for the reporting period, in addition to adding back to the numerator the related interest expense from the stated coupon and the amortization of issuance costs, if dilutive. Accounting for income taxes The Company adopted Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Credit losses The Company adopted ASU 2016-13 effective as of January 1, 2020. Under ASU 2016-13, the Company applies a current expected credit loss (“CECL”) impairment model to its trade accounts receivable, in which lifetime expected credit losses on such financial assets are measured and recognized at each reporting date based on historical, current, and forecasted information. Under the CECL model, trade accounts receivable with similar risk characteristics are analyzed on a collective (pooled) basis. ASU 2016-13 also changed the impairment accounting for available-for-sale debt securities, requiring credit losses to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. Impairment due to factors other than credit loss will continue to be recorded through other comprehensive income (loss). Since adoption of this guidance, all of the Company’s available-for-sale debt securities have consisted of U.S. Treasury securities with stated maturity dates between three months and one year from the purchase date and none of these investments have been impaired at periods’ end. As of December 31, 2022 and 2021, the Company did not hold any short-term investments. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. No cumulative-effect adjustment to retained earnings was made. |
Digital Assets
Digital Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Digital Assets | (4) Digital Assets The following table summarizes the Company’s digital asset holdings (in thousands, except number of bitcoins), as of: December 31, 2022 2021 Approximate number of bitcoins held 132,500 124,391 Digital assets carrying value $ 1,840,028 $ 2,850,210 Cumulative digital asset impairment losses $ 2,153,162 $ 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 December 31, 2022 or 2021, respectively, and not as of December 31, 2022 or 2021, respectively. The following table summarizes the Company’s digital asset purchases, digital asset sales, digital asset impairment losses, and gains on sale of digital assets (in thousands, except number of bitcoins) for the periods indicated: Years Ended December 31, 2022 2021 2020 Approximate number of bitcoins purchased 8,813 53,922 70,469 Approximate number of bitcoins sold 704 0 0 Digital asset purchases $ 287,921 $ 2,626,529 $ 1,125,000 Digital asset sales $ 11,817 $ 0 $ 0 Digital asset impairment losses $ 1,287,213 $ 830,621 $ 70,698 Gains on sale of digital assets $ 927 $ 0 $ 0 From time to time, the Company may be extended short-term credits from Coinbase to purchase bitcoin in advance of using cash funds in the Company’s trading account. The trade credits are due and payable in cash within days after they are extended. In 2021, certain of the assets, including bitcoin, of MacroStrategy LLC (“MacroStrategy”), a wholly-owned subsidiary of the Company, were subject to a first priority security interest and lien in order to secure the repayment of short-term trade credits taken in its name. While trade credits are outstanding, the Company may incur interest fees and be required to maintain minimum balances in its trading and collateral accounts with Coinbase. As of December 31, 2022 and 2021, the Company had no outstanding trade credits payable. As of December 31, 2022, approximately 14,890 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 8, Long-term Debt, to the Consolidated Financial Statements. As of December 31, 2022, approximately 34,619 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 by Silvergate Bank (“Silvergate”), as further described in Note 8, Long-term Debt, to the Consolidated Financial Statements. |
Contract Balances
Contract Balances | 12 Months Ended |
Dec. 31, 2022 | |
Contract With Customer Asset And Liability [Abstract] | |
Contract Balances | (5) 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: December 31, 2022 2021 Billed and billable $ 191,844 $ 192,055 Less: allowance for credit losses (2,564 ) (2,775 ) Accounts receivable, net $ 189,280 $ 189,280 Changes in the allowance for credit losses were not material for the year ended December 31, 2022. Rights to consideration that are subject to a condition other than the passage of time are considered contract assets until they are expected to become unconditional and transfer to accounts receivable. Current contract assets included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets consisted of $0.6 million and $1.1 million in accrued sales and usage-based royalty revenue as of December 31, 2022 and 2021, respectively. 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. Non-current contract assets included in “Deposits and other assets” in the Consolidated Balance Sheets consisted of $0.7 million for performance obligations or services being rendered in advance of future invoicing associated with multi-year contracts as of December 31, 2022. The Company had no non-current contract assets as of December 31, 2021. During the years ended December 31, 2022, 2021, and 2020, there were no significant impairments to the Company’s contract assets, nor were there any significant changes in the timing of the Company’s contract assets being reclassified to accounts receivable. Contract liabilities are amounts received or due from customers in advance of the Company transferring the software or services to the customer. In the case of multi-year service contract arrangements, the Company generally does not invoice more than one year in advance of services and does not record deferred revenue for amounts that have not been invoiced. Revenue is subsequently recognized in the period(s) in which control of the software or services is transferred to the customer. The Company’s contract liabilities are presented as either current or non-current “Deferred revenue and advance payments” in the Consolidated Balance Sheets, depending on whether the software or services are expected to be transferred to the customer within the next year. The Company’s “Accounts receivable, net” and “Deferred revenue and advance payments” balances in the Consolidated Balance Sheets include unpaid amounts related to contracts under which the Company has an enforceable right to invoice the customer for non-cancellable and/or non-refundable software and services. Changes in accounts receivable and changes in deferred revenue and advance payments are presented net of these unpaid amounts in “Operating activities” in the Consolidated Statements of Cash Flows. Deferred revenue and advance payments (in thousands) from customers consisted of the following, as of: December 31, 2022 2021 Current: Deferred product licenses revenue $ 2,825 $ 993 Deferred subscription services revenue 51,861 35,589 Deferred product support revenue 155,366 166,477 Deferred other services revenue 7,376 6,801 Total current deferred revenue and advance payments $ 217,428 $ 209,860 Non-current: Deferred product licenses revenue $ 2,742 $ 68 Deferred subscription services revenue 3,030 1,064 Deferred product support revenue 6,387 6,203 Deferred other services revenue 604 754 Total non-current deferred revenue and advance payments $ 12,763 $ 8,089 During the years ended December 31, 2022, 2021, and 2020, the Company recognized revenues of $203.1 million, $188.7 million, and $182.6 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of the respective year. For the years ended December 31, 2022, 2021, and 2020, there were no significant changes in the timing of revenue recognition on the Company’s deferred balances. The Company’s remaining performance obligation represents all future revenue under contract and includes deferred revenue and advance payments and billable non-cancelable amounts that will be invoiced and recognized as revenue in future periods. The remaining performance obligation excludes contracts that are billed in arrears, such as certain time and materials contracts. The portions of multi-year contracts that will be invoiced in the future are not presented on the balance sheet within accounts receivable and deferred revenues and are instead included in the following remaining performance obligation disclosure. As of December 31, 2022, the Company had an aggregate transaction price of $324.8 million allocated to the remaining performance obligation related to product support, subscription services, product licenses, and other services contracts. The Company expects to recognize $241.5 million within the next 12 months and the remainder thereafter |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (6) Property and Equipment Property and equipment (in thousands) consisted of the following, as of: December 31, 2022 2021 Corporate aircraft and related equipment $ 48,645 $ 48,645 Computer equipment and purchased software 60,375 61,793 Furniture and equipment 9,936 9,990 Leasehold improvements 28,755 28,872 Internally developed software 9,917 9,917 Property and equipment, gross 157,628 159,217 Less: accumulated depreciation and amortization (125,317 ) (122,630 ) Property and equipment, net $ 32,311 $ 36,587 Depreciation and amortization expenses related to property and equipment were $6.7 million, $8.7 million, and $11.4 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | (7) Leases The Company leases office space in the United States and foreign locations under operating lease agreements. Office space is the Company’s only material underlying asset class under operating lease agreements. The Company has no material finance leases. Under the Company’s office space lease agreements, fixed payments and variable payments that depend on an index or rate are typically comprised of base rent and parking fees. Additionally, under these agreements the Company is generally responsible for certain variable payments that typically include certain taxes, utilities and maintenance costs, and other fees. These variable lease payments are generally based on the Company’s occupation or usage percentages and are subject to adjustments by the lessor. The Company’s ROU asset and total lease liability balances were $61.3 million and $77.4 million, respectively, as of December 31, 2022, and $66.8 million and $85.8 million, respectively, as of December 31, 2021. The Company’s most significant lease is for its corporate headquarters in Northern Virginia. The ROU asset and total lease liability balances related to the Company’s corporate headquarters lease were $52.5 million and $68.2 million, respectively, as of December 31, 2022, and $55.2 million and $73.6 million, respectively, as of December 31, 2021. The lease agreement for the Company’s corporate headquarters location is set to expire in December 2030 The following table presents the Company’s total lease cost and other lease details for the periods indicated (in thousands, except years and discount rates): Years Ended December 31, 2022 2021 2020 Lease cost: Operating lease cost $ 13,008 $ 13,522 $ 11,772 Short-term lease cost 582 558 1,158 Variable lease cost 514 1,224 1,382 Total lease cost $ 14,104 $ 15,304 $ 14,312 Other information: Cash paid for amounts included in the measurement of operating lease liabilities $ 14,224 $ 15,772 $ 17,497 ROU assets obtained in exchange for new operating lease liabilities $ 1,563 $ 2,420 $ 743 Weighted average remaining lease term in years – operating leases 7.5 8.3 9.1 Weighted average discount rate – operating leases 6.1 % 6.1 % 6.1 % The following table presents the maturities of the Company’s operating lease liabilities as of December 31, 2022 (in thousands): For the year ended December 31, 2023 $ 14,446 2024 12,798 2025 12,429 2026 12,569 2027 12,116 Thereafter 31,750 Total lease payments 96,108 Less: imputed interest (18,712 ) Total $ 77,396 Reported as: Current operating lease liabilities $ 10,052 Non-current operating lease liabilities 67,344 Total $ 77,396 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | (8) Long-term Debt The net carrying value of the Company’s long-term debt (in thousands) consisted of the following as of: December 31, 2022 2021 2025 Convertible Notes $ 640,888 $ 637,882 2027 Convertible Notes 1,033,277 1,029,263 2028 Secured Notes 489,547 488,006 2025 Secured Term Loan 204,688 0 Other long-term secured debt 10,160 0 Total $ 2,378,560 $ 2,155,151 Convertible Senior Notes In December 2020, the Company issued $650.0 million aggregate principal amount of 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 % 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 Indenture”). The 2025 Convertible N otes 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 $ 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 (the “2027 Convertible Notes Indenture”). 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 2025 Convertible Notes and 2027 Convertible Notes (collectively, the “Convertible Notes”) are senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries. The Convertible Notes are convertible into shares of the Company’s class A common stock at initial conversion rates of 2.5126 shares and 0.6981 shares per $1,000 principal amount of Convertible Notes for the 2025 Convertible Notes and 2027 Convertible Notes, respectively (equivalent to an initial conversion price of approximately $397.99 per share and $1,432.46 per share of class A common stock for the 2025 Convertible Notes and 2027 Convertible Notes, respectively). The conversion rates are subject to customary anti-dilution adjustments. In addition, following certain events that may occur prior to the respective maturity dates or if the Company delivers a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such corporate event or notice of redemption, as the case may be, in certain circumstances as provided in the 2025 Convertible Notes Indenture and the 2027 Convertible Notes Indenture (collectively, the “Convertible Notes Indentures”), respectively. As of December 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. Prior to June 15, 2025 and August 15, 2026 for the 2025 Convertible Notes and 2027 Convertible Notes, respectively, the Convertible Notes are convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 and June 30, 2021 for the 2025 Convertible Notes and 2027 Convertible Notes, respectively (and only during such calendar quarter), if the last reported sale price of the Company’s class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the 2025 Convertible Notes or 2027 Convertible Notes, respectively, on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Convertible Notes Indentures) per $1,000 principal amount of the 2025 Convertible Notes or 2027 Convertible Notes, respectively, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s class A common stock and the applicable conversion rate on each such trading day; (3) if the Company calls any or all of the 2025 Convertible Notes or 2027 Convertible Notes, respectively, for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; and (4) upon occurrence of specified corporate events as described in the Convertible Notes Indentures. On or after June 15, 2025 or August 15, 2026 for the 2025 Convertible Notes and 2027 Convertible Notes, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity dates of the 2025 Convertible Notes or 2027 Convertible Notes, respectively, holders may convert the 2025 Convertible Notes or 2027 Convertible Notes, respectively, at any time. Upon conversion of the Convertible Notes, the Company will pay or deliver, as the case may be, cash, shares of the Company’s class A common stock, or a combination of cash and shares of class A common stock, at the Company’s election. Prior to December 20, 2023 or February 20, 2024 for the 2025 Convertible Notes and 2027 Convertible Notes, respectively, the Company may not redeem the Convertible Notes. The Company may redeem for cash all or a portion of the 2025 Convertible Notes or 2027 Convertible Notes, at its option, on or after December 20, 2023 or February 20, 2024, respectively, if the last reported sale price of the Company’s class A common stock has been at least 130% of the conversion price of the 2025 Convertible Notes or 2027 Convertible Notes, respectively, then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides a notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If the Company undergoes a “fundamental change,” as defined in the Convertible Notes Indentures, prior to maturity, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Convertible Notes Indentures contain customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of at least 25% in principal amount of the outstanding 2025 Convertible Notes or 2027 Convertible Notes, respectively, may declare 100% of the principal of, and accrued and unpaid interest, if any, on, all the 2025 Convertible Notes or 2027 Convertible Notes, respectively, to be due and payable. During the year ended December 31, 2022, the 2025 Convertible Notes were convertible at the option of the holders of the 2025 Convertible Notes during the first quarter of 2022 only. During the year ended December 31, 2021, the 2025 Convertible Notes were convertible at the option of the holders of the 2025 Convertible Notes during the second quarter and fourth quarter of 2021 only. During the year ended December 31, 2020, the 2025 Convertible Notes were not convertible at any time. During the years ended December 31, 2022 and 2021, the 2027 Convertible Notes were not convertible at any time. No conversions of the Convertible Notes occurred during the years ended December 31, 2022, 2021, and 2020. The Convertible Notes may be convertible in future periods if one or more of the conversion conditions is satisfied during future measurement periods. The Company incurred approximately $15.3 million and $24.2 million in customary offering expenses associated with the 2025 Convertible Notes and 2027 Convertible Notes, respectively (“issuance costs”). The Company accounts for these issuance costs as a reduction to the principal amount of the 2025 Convertible Notes and 2027 Convertible Notes, respectively, and amortizes the issuance costs to interest expense over the contractual term of the 2025 Convertible Notes and 2027 Convertible Notes, respectively, at an effective interest rate of 1.23% and 0.39%, respectively. Although the Convertible Notes each contain embedded conversion features, the Company accounts for each of the Convertible Notes in its entirety as a liability because the conversion features are indexed to the Company’s class A common stock and meet the criteria for classification in stockholders’ equity and therefore do not qualify for separate derivative accounting. As of December 31, 2022 and 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 December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ (9,112 ) $ 640,888 $ 364,000 Level 2 2027 Convertible Notes 1,050,000 (16,723 ) 1,033,277 394,800 Level 2 Total $ 1,700,000 $ (25,835 ) $ 1,674,165 $ 758,800 The following is a summary of the Company’s convertible debt instruments as of December 31, 2021 December 31, 2021 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 years ended December 31, 2022 Year Ended December 31, 2022 Year Ended December 31, 2021 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 4,875 $ 3,006 $ 7,881 $ 4,875 $ 2,970 $ 7,845 2027 Convertible Notes 0 4,014 4,014 0 3,433 3,433 Total $ 4,875 $ 7,020 $ 11,895 $ 4,875 $ 6,403 $ 11,278 The Company paid $4.9 million and $4.9 million, respectively, in interest expense related to the 2025 Convertible Notes The Company has not paid any special interest expense related to the 2027 Convertible Notes to date. Accounting for the 2025 Convertible Notes prior to the adoption of ASU 2020-06 As discussed in Note 3, Recent Accounting Standards, to the Consolidated Financial Statements, the Company adopted ASU 2020-06 effective January 1, 2021. Prior to the adoption of ASU 2020-06, the Company separated the 2025 Convertible Notes into liability and equity components. The initial carrying amount of the liability component was determined by measuring the fair value of a similar debt instrument without any associated conversion features. The carrying amount of the equity component (representing the conversion option) was $153.5 million and was determined by deducting the fair value of the liability component from the par value of the 2025 Convertible Notes. The equity component was recorded in “additional paid-in-capital” in the Company’s Consolidated Balance Sheet. Prior to the adoption of ASU 2020-06, the Company allocated the $15.3 million of issuance costs incurred to the liability and equity components of the 2025 Convertible Notes based on their relative values. Issuance costs attributable to the liability component of $11.6 million were taken as a reduction to the principal amount of the 2025 Convertible Notes. Issuance costs attributable to the equity component of $3.6 million were netted against the equity component of the 2025 Convertible Notes in “additional paid-in-capital” in the Company’s Consolidated Balance Sheet. The excess of the principal amount of the liability component over its carrying amount (the “debt discount”) and the issuance costs attributable to the liability component were amortized to interest expense at an effective interest rate of 6.82%. As of December 31, 2020, the net carrying amount of the liablity component of the 2025 Convertible Notes was classified as a long-term liability in the “Long-term debt, net” line item in the Company’s Consolidated Balance Sheet as follows (in thousands): December 31, 2020 Principal $ 650,000 Unamortized debt discount (152,075 ) Unamortized issuance costs (11,559 ) Net carrying amount of debt $ 486,366 As of December 31, 2020, the net carrying amount of the equity component of the 2025 Convertible Notes was classified as permanent equity and included in “additional paid in capital” in the Company’s Consolidated Balance Sheet as follows (in thousands): December 31, 2020 Debt discount for conversion option $ 153,527 Issuance costs allocated to equity (3,602 ) Deferred tax liability, net of deferred tax asset, related to debt discount and issuance costs (42,115 ) Net carrying amount of equity $ 107,810 For the year ended December 31, 2020, interest expense related to the 2025 Convertible Notes was as follows (in thousands): Year Ended December 31, 2020 Contractual interest expense $ 271 Amortization of debt discount 1,452 Amortization of issuance costs allocated to debt 91 Total interest expense $ 1,814 The Company did not pay any interest expense related to the 2025 Convertible Notes during the year ended December 31, 2020. Senior Secured Notes On June 14, 2021, the Company issued $500.0 million aggregate principal amount of 2028 Secured Notes. The 2028 Secured Notes were sold under a purchase agreement, dated as of June 8, 2021, entered into by and among the Company, MicroStrategy Services Corporation, a wholly owned subsidiary of the Company (the “Guarantor”), and Jefferies LLC, for resale to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States pursuant to Regulation S under the Securities Act. The terms of the 2028 Secured Notes are governed by an indenture, dated as of June 14, 2021 (the “2028 Secured Notes Indenture”), among the Company, the Guarantor, and U.S. Bank National Association, as trustee and collateral agent. The 2028 Secured Notes are unconditionally guaranteed, jointly and severally, on a senior secured basis by the Guarantor and certain subsidiaries of the Company (excluding MacroStrategy) that may be formed or acquired on or after June 14, 2021 (collectively, the “Subsidiary Guarantors”). The 2028 Secured Notes bear interest at a fixed rate of 6.125% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2021. The 2028 Secured Notes have a stated maturity date of June 15, 2028, unless earlier redeemed or repurchased in accordance with their terms and subject to a springing maturity date of September 15, 2025 or November 16, 2026 as discussed further below. The 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 and the related guarantees are secured, on a senior secured basis with the Company’s existing and future senior indebtedness, by a security interest in substantially all of the Company’s and the Subsidiary Guarantors’ assets (the “Collateral”). The Collateral includes any bitcoins or other digital assets acquired by the Company or a Subsidiary Guarantor on or after June 14, 2021, but excludes bitcoins held by MacroStrategy and certain other excluded assets. As of December 31, 2022, approximately 14,890 of the bitcoins held by the Company serve as part of the Collateral. MacroStrategy is the Company’s subsidiary formed to hold bitcoins and digital assets that are not included in the Collateral, including bitcoins acquired before June 14, 2021, bitcoins that MacroStrategy acquired using the proceeds from the 2025 Secured Term Loan, and bitcoins purchased by MacroStrategy from contributions made to it by the Company with the proceeds from sales of the Company’s class A common stock, such as sales of the Company’s class A common stock pursuant to the two equity offerings described in Note 13, At-the-Market Equity Offerings, to the Consolidated Financial Statements. The 2028 Secured Notes and the related guarantees are the general senior secured obligations of the Company and the Subsidiary Guarantors and rank pari passu in right of payment with the Company’s and the Subsidiary Guarantors’ existing and future senior indebtedness, are senior in right of payment to all future subordinated indebtedness of the Company and the Subsidiary Guarantors, and are effectively senior to any existing and future unsecured indebtedness of the Company and the Subsidiary Guarantors (including the Convertible Notes) to the extent of the value of the Collateral (after giving effect to the sharing of such Collateral with holders of equal or prior ranking liens on the Collateral). The 2028 Secured Notes and the guarantees are: (i) secured on a first priority basis by liens on the Collateral (subject to certain permitted liens and certain other exceptions, as provided in the 2028 Secured Notes Indenture) or to the extent there is outstanding ABL Indebtedness (as defined in the 2028 Secured Notes Indenture), secured on a first priority basis by the Notes Priority Collateral (as defined in the 2028 Secured Notes Indenture) and on a second priority basis by liens on the ABL Priority Collateral (as defined in the 2028 Secured Notes Indenture) (subject to certain permitted liens and certain other exceptions), (ii) effectively subordinated to any future ABL Indebtedness to the extent of the value of the ABL Priority Collateral securing such future ABL Indebtedness, (iii) effectively subordinated to any existing and future indebtedness of the Company or any Subsidiary Guarantor that is secured by liens on assets of the Company or any Subsidiary Guarantor that do not constitute a part of the Collateral, and (iv) structurally subordinated to any existing and future indebtedness and other liabilities of MacroStrategy and any other Company subsidiaries that are not Subsidiary Guarantors, other than intercompany indebtedness and liabilities owed to the Company or a Subsidiary Guarantor. At any time and from time to time prior to June 15, 2024, the Company may redeem some or all of the 2028 Secured Notes at a redemption price equal to 100% of the principal amount of the 2028 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “make-whole” premium as set forth in the 2028 Secured Notes Indenture. At any time and from time to time on or after June 15, 2024, the Company may redeem some or all of the 2028 Secured Notes at the redemption prices described in the 2028 Secured Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to June 15, 2024, but not more than once during each consecutive twelve-month period, the Company may redeem up to 10% of the aggregate principal amount of the 2028 Secured Notes at a redemption price equal to 103% of the principal amount of the 2028 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to June 15, 2024, the Company may redeem, on one or more occasions, up to 40% of the aggregate principal amount of the 2028 Secured Notes with the proceeds of certain equity offerings, at a redemption price equal to 106.125% of the principal amount of the 2028 Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company experiences a Change of Control or Fundamental Change (each as defined in the 2028 Secured Notes Indenture), the Company may be required to offer to repurchase the 2028 Secured Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. In certain circumstances, the Company must use certain of the proceeds from a sale of assets to make an offer to repurchase 2028 Secured Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. 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 2028 Secured Notes Indenture), unless on the FCCR Springing Maturity Date (i) the Company has Liquidity in excess of 130% of the amount required to pay in full in cash the then outstanding aggregate principal amount of and accrued interest on such FCCR Convertible Indebtedness or (ii) less than $100,000,000 of the aggregate principal amount of such FCCR Convertible Indebtedness remains outstanding. As of December 31, 2022, for purposes of calculating Liquidity, the Company and its Restricted Subsidiaries (as defined in the 2028 Secured Notes Indenture) owned approximately 57,460 unencumbered Existing Digital Assets (as defined in the 2028 Secured Notes Indenture). The 2028 Secured Notes Indenture contains 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 December 31, 2022. The Company incurred approximately $12.8 million in customary offering expenses associated with the 2028 Secured Notes. The Company accounts for these issuance costs as a reduction to the principal amount of the 2028 Secured Notes and amortizes the issuance costs to interest expense over the contractual term of the 2028 Secured Notes at an effective interest rate of 6.58%. As of December 31, 2022 and 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 December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ (10,453 ) $ 489,547 $ 369,800 Level 2 The following is a summary of the 2028 Secured Notes as of December 31, 2021 (in thousands): December 31, 2021 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 years ended December 31, 2022 and 2021 Year Ended December 31, 2022 Year Ended December 31, 2021 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 30,625 $ 1,541 $ 32,166 $ 16,674 $ 798 $ 17,472 The Company paid $30.6 million and $15.4 million, respectively, in interest expense related to the 2028 Secured Notes during the years ended December 31, 2022 and 2021. 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%, with interest 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 a prepayment premium of 0.50% or 0.25% of the principal balance being prepaid, if such prepayment is made during the first year or second year, respectively, of the 2025 Secured Term Loan. There is no premium or penalty for prepayments made after March 23, 2024. 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 (the “Bitcoin Collateral Account”) with a custodian mutually authorized by Silvergate and MacroStrategy. While the 2025 Secured Term Loan is outstanding, MacroStrategy is required to maintain a loan to collateral value ratio (“LTV Ratio”) of less than 50% (the “Maximum LTV Ratio”). As a result, MacroStrategy is required to maintain more than $410.0 million of bitcoin in the Bitcoin Collateral 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 equals or exceeds the Maximum LTV Ratio, 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). During 2022, as the price of bitcoin declined causing the LTV Ratio to increase, MacroStrategy deposited an aggregate of 15,153 additional bitcoins into the Bitcoin Collateral Account to help ensure that the LTV Ratio remained below the Maximum LTV Ratio. As of December 31, 2022, approximately 34,619 bitcoins were held in the Bitcoin Collateral Account and approximately 82,991 bitcoins remained unencumbered at MacroStrategy. 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 December 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 4, 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, however, does not restrict MacroStrategy from incurring additional debt, incurring additional liens on assets not serving as collateral for the 2025 Secured Term Loan, or selling assets 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 December 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 amor |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (9) 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 December 31, 2022 or December 31, 2021. The following table shows future minimum payments related to noncancelable purchase agreements with initial terms of greater than one year and anticipated payments related to the mandatory deemed repatriation transition tax resulting from the U.S. Tax Cuts and Jobs Act (“Transition Tax”) based on the expected due dates of the various installments as of December 31, 2022 (in thousands): Year Purchase Obligations Transition Tax 2023 $ 14,594 $ 5,534 2024 5,510 7,379 2025 1,249 9,223 2026 1,182 0 2027 251 0 Thereafter 22 0 $ 22,808 $ 22,136 (b) Contingencies Following an internal review initiated in 2018, the Company believes that its Brazilian subsidiary failed or likely failed to comply with local procurement regulations in conducting business with certain Brazilian government entities. On February 6, 2020, the Company learned that a Brazilian court authorized the Brazilian Federal Police to use certain investigative measures in its investigation into alleged corruption and procurement fraud involving certain government officials, pertaining to a particular transaction. The transaction at issue is part of the basis of the previously reported failure or likely failure of the Company’s Brazilian subsidiary to comply with local procurement regulations. The Company is not aware of any allegations that any former employee or the Company made any payments to Brazilian government officials. The Brazilian Federal Police expanded the investigation to include other possible cases of procurement fraud involving Brazilian government entities. Criminal penalties may be imposed against individuals; however, neither employees of the Company’s Brazilian subsidiary nor the subsidiary itself have been targets of the Federal Police investigation. The Company has also learned that Brazil’s Federal Comptroller General filed an administrative action against the Company’s Brazilian subsidiary with respect to the alleged procurement violations. These matters remain the subject of investigation by Brazilian authorities. The Company is taking measures to attempt to resolve these matters. On January 18, 2023, Brazil’s General Superintendence of the Administrative Council for Economic Defense (“SG/CADE”) launched an administrative proceeding to investigate potentially anticompetitive conduct, naming various individuals and companies as defendants including the Company’s Brazilian subsidiary. The proceeding involves conduct relating to transactions with certain Brazilian public and private entities that is part of the basis of the foregoing failure or likely failure of the Brazilian subsidiary to comply with local procurement regulations. The proceeding was precipitated by the Company’s Brazilian subsidiary’s voluntary disclosure of information to SG/CADE that arose out of the internal review initiated in 2018, and the Company’s Brazilian subsidiary has secured a leniency agreement with SG/CADE. If at the end of the proceeding, CADE’s Tribunal confirms that the leniency agreement obligations have been fulfilled, the Company’s Brazilian subsidiary will receive full immunity from fines. 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. As per court order, the parties submitted a joint proposed schedule, which the court adopted on April 7, 2022, providing new deadlines for the close of fact discovery, expert reports, expert discovery, and dispositive motions. Fact discovery reopened on April 18, 2022 and closed on June 1, 2022. In July 2022, the case proceeded to expert discovery and the parties exchanged their opening expert reports on issues for which they bear the burden of proof on July 1, 2022, their rebuttal reports on July 29, 2022, and their reply reports on August 12, 2022. The parties engaged in expert depositions the weeks of August 22 and August 29, 2022. On September 21, 2022, the parties filed their respective motions for summary judgment, and on October 12, 2022 and October 19, 2022, the parties filed their opposition and reply briefs. The court conducted a status hearing on November 14, 2022 and issued an order the following day indefinitely postponing all case deadlines including trial originally scheduled for January 2023. The court also re-appointed the Special Master to assist in addressing the parties’ motions for summary judgment and other pending pre-trial motions. The outcome of this matter is not presently determinable. On August 31, 2022, the District of Columbia (the “District”), through its Office of the Attorney General, filed a civil complaint in the Superior Court of the District of Columbia naming as defendants (i) Michael J. Saylor, the Chairman of the Company’s Board of Directors and the Company’s Executive Chairman, in his personal capacity, and (ii) the Company. The District is seeking, among other relief, monetary damages under the District’s False Claims Act for the alleged failure of Mr. Saylor to pay personal income taxes to the District over a number of years together with penalties, interest, and treble damages. The complaint alleges that the amount of personal income taxes purportedly involved is more than $ 25 million. The complaint also alleges that the Company has violated the District’s False Claims Act by conspiring to assist Mr. Saylor’s alleged failure to pay personal income taxes. The Company believes that the District’s claims against the Company have no merit and is defending itself aggressively against these allegations. On October 26, 2022, the Company filed a motion to dismiss the District’s complaint. The Company filed a motion to stay discovery on September 28, 2022, and the court granted this motion on October 28, 2022. 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (10) Income Taxes U.S. and international components of (loss) income before income taxes (in thousands) were comprised of the following for the periods indicated: Years Ended December 31, 2022 2021 2020 U.S. $ (1,362,230 ) $ (854,610 ) $ (53,250 ) Foreign 39,765 43,221 33,297 Total $ (1,322,465 ) $ (811,389 ) $ (19,953 ) The provision for (benefit from) income taxes (in thousands) consisted of the following for the periods indicated: Years Ended December 31, 2022 2021 2020 Current: Federal $ 9,278 $ (4,622 ) $ 1,861 State 5,362 2,184 1,445 Foreign 8,139 5,533 5,221 $ 22,779 $ 3,095 $ 8,527 Deferred: Federal $ 89,581 $ (204,784 ) $ (15,038 ) State 34,521 (74,796 ) (6,269 ) Foreign 451 576 351 $ 124,553 $ (279,004 ) $ (20,956 ) Total provision (benefit) $ 147,332 $ (275,909 ) $ (12,429 ) The provision for or benefit from income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company’s loss or income before income taxes as follows for the periods indicated: Years Ended December 31, 2022 2021 2020 Income tax expense at federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal tax effect 7.3 % 9.1 % 18.0 % Foreign earnings taxed at different rates 0.1 % 0.4 % 21.7 % Withholding tax (0.1 )% (0.1 )% (12.5 )% Other international components 0.0 % (0.2 )% 0.3 % Change in valuation allowance (38.6 )% 0.0 % 2.7 % Non-deductible officers compensation (0.3 )% (1.0 )% (12.5 )% Research and development tax credit 0.1 % 0.8 % 19.9 % Share-based compensation (0.1 )% 4.0 % 11.8 % Other permanent differences (0.5 )% 0.0 % (8.1 )% Total (11.1 )% 34.0 % 62.3 % The Company’s U.S. and foreign effective tax rates for (loss) income before income taxes were as follows for the periods indicated: Years Ended December 31, 2022 2021 2020 U.S. (10.2 )% 33.0 % 33.8 % Foreign 21.6 % 14.1 % 16.7 % Combined (11.1 )% 34.0 % 62.3 % The change in the Company’s effective tax rate in 2022, as compared to 2021, was primarily due to the establishment of a valuation allowance on the Company’s deferred tax asset related to the impairment on its bitcoin holdings, resulting from the decrease in the market value of bitcoin as of December 31, 2022. As of December 31, 2022 and 2021, the amount of cash and cash equivalents held by the Company’s U.S. entities was $14.8 million and $13.1 million, respectively, and by the Company’s non-U.S. entities was $29.0 million and $50.3 million, respectively. The Company earns a significant amount of its revenues outside the United States. The Company repatriated foreign earnings and profits of $44.7 million during 2022 and $57.5 million during 2021. Beginning in the third quarter of 2020, the Company determined to no longer permanently reinvest its foreign earnings and profits. As of December 31, 2022, the Company recorded a deferred tax liability of $2.2 million on undistributed foreign earnings related to foreign withholding tax and U.S. state income taxes. Deferred income taxes reflect the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities (in thousands) were as follows for the periods indicated: December 31, 2022 2021 Deferred tax assets, net: Net operating loss carryforwards $ 723 $ 968 Tax credits 1,677 3,844 Intangible assets, including capitalized R&D 41,082 20,963 Deferred revenue 24,747 13,954 Accrued compensation 6,602 6,290 Share-based compensation expense 23,305 15,493 Digital asset impairment losses 607,659 258,458 Disallowed interest 1,239 5,532 Other 721 1,889 Deferred tax assets before valuation allowance 707,755 327,391 Valuation allowance (511,412 ) (999 ) Deferred tax assets, net of valuation allowance 196,343 326,392 Deferred tax liabilities: Prepaid expenses and other 4,372 2,101 Property and equipment 1,786 2,936 Deferred tax on undistributed foreign earnings 2,231 1,682 Total deferred tax liabilities 8,389 6,719 Total net deferred tax asset $ 187,954 $ 319,673 Reported as: Non-current deferred tax assets, net 188,152 319,782 Non-current deferred tax liabilities (198 ) (109 ) Total net deferred tax asset $ 187,954 $ 319,673 As of December 31, 2022, the Company had gross unrecognized income tax benefits of $6.1 million, including accrued interest, all of which was recorded in “Other long-term liabilities” in the Company’s Consolidated Balance Sheets. The change in unrecognized income tax benefits (in thousands) is presented in the table below for the periods indicated: 2022 2021 2020 Unrecognized income tax benefits at beginning of year $ 5,960 $ 4,293 $ 1,563 (Decrease) increase related to positions taken in prior period (67 ) 1,082 2,580 Increase related to positions taken in current period 318 1,146 283 Decrease related to settlement with tax authorities (40 ) 0 0 Decrease related to expiration of statute of limitations (360 ) (561 ) (133 ) Unrecognized income tax benefits at end of year 5,811 5,960 4,293 Accrued interest 276 272 295 Gross unrecognized income tax benefits at end of year $ 6,087 $ 6,232 $ 4,588 If recognized, $5.9 million of the gross unrecognized income tax benefits as of December 31, 2022 would impact the Company’s effective tax rate. Over the next 12 months, the amount of the Company’s liability for unrecognized income tax benefits shown above is not expected to change materially. The Company recognizes estimated accrued interest related to unrecognized income tax benefits in the provision for (benefit from) income taxes. During the years ended December 31, 2022, 2021, and 2020, the Company released or recognized an immaterial amount of accrued interest. The amount of accumulated accrued interest related to the above unrecognized income tax benefits was approximately $0.3 million and $0.3 million as of December 31, 2022 and 2021, respectively. The Company files tax returns in numerous foreign countries as well as the United States and its tax returns may be subject to audit by tax authorities in all countries in which it files. Each country has its own statute of limitations for making assessment of additional tax liabilities. The Company’s U.S. tax returns for tax years from 2019 and forward are subject to potential examination by the Internal Revenue Service. However, due to the Company’s use of state NOL carryovers in the United States, state tax authorities may attempt to reduce or fully offset the amount of state NOL carryovers from tax years ended 2011 and forward that the Company used in later tax years. The Company’s major foreign tax jurisdictions and the tax years that remain subject to potential examination are Italy and Poland for tax years 2017 and forward; Spain and Germany for tax years 2019 and forward, and the United Kingdom for tax years 2021 and forward. To date there have been no material audit assessments related to audits in the United States or any of the applicable foreign jurisdictions. The Company had no U.S. NOL carryforwards as of December 31, 2022 and 2021. The Company had $3.3 million and $4.1 million of foreign NOL carryforwards as of December 31, 2022 and 2021, respectively. The Company’s valuation allowance of $511.4 million at December 31, 2022 primarily related to the Company’s deferred tax asset related to the impairment on its bitcoin holdings that, in the Company’s present estimation, more likely than not will not be realized. The Company’s valuation allowance of $1.0 million at December 31, 2021 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. In determining the Company’s provision for (benefit from) income taxes, net deferred tax assets, liabilities, and valuation allowances, management is required to make estimates and judgments related to projections of domestic and foreign profitability, the timing and extent of the utilization of NOL carryforwards, applicable tax rates, transfer pricing methods, and prudent and feasible tax planning strategies. As a multinational company, the Company is required to calculate and provide for estimated income tax liabilities for each of the tax jurisdictions in which it operates. This process involves estimating current tax obligations and exposures in each jurisdiction, as well as making judgments regarding the future recoverability of deferred tax assets. Changes in the estimated level of annual pre-tax income (loss), changes in tax laws, particularly changes related to the utilization of NOLs in various jurisdictions, and changes resulting from tax audits can all affect the overall effective income tax rate which, in turn, impacts the overall level of income tax expense or benefit and net income (loss). Estimates and judgments related to the Company’s projections and assumptions are inherently uncertain. Therefore, actual results could differ materially from projections. Currently, the Company expects to use its deferred tax assets, subject to Internal Revenue Code limitations, within the carryforward periods. Valuation allowances have been established where the Company has concluded that it is more likely than not that such deferred tax assets are not realizable. If the market value of bitcoin continues to decline or the Company is unable to regain profitability in future periods, the Company may be required to increase further 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. To the extent the market value of bitcoin rises, the Company may decrease the valuation allowance against its deferred tax asset. The Company will continue to regularly assess the realizability of deferred tax assets. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | (11) Share-based Compensation 2013 Equity Plan 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. In 2021, the Board of Directors authorized and the stockholders approved an amendment to the 2013 Equity Plan to increase the total number of shares of the Company’s class A common stock authorized for issuance under the 2013 Equity Plan from 2,300,000 shares to 2,750,000 shares. As of December 31, 2022, there were 75,662 shares of class A common stock reserved and available for future issuance under the 2013 Equity Plan. Under the 2013 Equity Plan, the Company has issued stock option awards, share-settled restricted stock units, other stock-based awards , and cash-settled restricted stock units . Regardless of the type of award issued, any shares issued under the 2013 Equity Plan may consist in whole or in part of authorized but unissued shares or treasury shares. No awards may be issued more than 10 years after the 2013 Equity Plan’s effective date. In determining related share-based compensation expense for any award under the 2013 Equity Plan, the Company has made an accounting policy election to account for forfeitures of awards as they occur and therefore share-based compensation expense presented below has not been adjusted for any estimated forfeitures. Stock option awards Stock options that are granted under the 2013 Equity Plan must have an exercise price equal to at least the fair market value of the Company’s class A common stock on the date of grant, become exercisable as established by the Board of Directors or the Compensation Committee, and expire no later than 10 years following the date of grant. The Company recognizes share-based compensation expense associated with such stock option awards on a straight-line basis over the award’s requisite service period (generally, the vesting period). The stock option awards granted to date vest in equal annual installments over an approximately four-year Share-based compensation expense related to stock option awards is based on the fair value of the stock option awards on the date of grant, as estimated using the Black-Scholes valuation model. The Black-Scholes valuation model requires the input of certain management assumptions, including the expected term, expected stock price volatility, risk-free interest rate, and expected dividend yield. The Company estimates the term over which option holders are expected to hold their stock options by using the simplified method for “plain-vanilla” stock option awards because the Company’s stock option exercise history does not provide a reasonable basis to compute the expected term for stock options granted under the 2013 Equity Plan. Beginning in 2021, as a result of the significant increase in the Company’s stock price volatility, the Company established estimates for the expected stock price volatility by calculating a blended rate from the historical stock price volatility of its class A common stock and the implied volatility of the Company’s traded financial instruments with similar terms to the respective award. For stock options granted prior to 2021, the Company relied exclusively on its historical stock price volatility using a simple average calculation method to estimate the expected stock price volatility over the expected term because the Company believed at the date of grant that future volatility was unlikely to differ from the past. The risk-free interest rate is based on U.S. Treasury securities with terms that approximate the expected term of the stock options. The expected dividend yield is zero, as the Company has not previously declared cash dividends and does not currently intend to declare cash dividends in the foreseeable future. These assumptions are based on management’s best judgment, and changes to these assumptions could materially affect the fair value estimates and amount of share-based compensation expense recognized. As of December 31, 2022, there were options to purchase 1,576,879 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 periods indicated: Stock Options Outstanding Weighted Average Aggregate Weighted Average Exercise Price Intrinsic Remaining Contractual Shares Per Share Value Term (Years) Balance as of January 1, 2020 1,634 $ 141.60 Granted 118 146.76 Exercised (348 ) 146.80 $ 29,994 Forfeited/Expired (247 ) 146.63 Balance as of December 31, 2020 1,157 139.48 Granted 305 676.10 Exercised (269 ) 151.19 $ 163,427 Forfeited/Expired (26 ) 499.11 Balance as of December 31, 2021 1,167 268.74 Granted 440 346.15 Exercised (9 ) 137.51 $ 1,469 Forfeited/Expired (21 ) 498.69 Balance as of December 31, 2022 1,577 $ 288.30 Exercisable as of December 31, 2022 807 $ 180.26 $ 9,755 3.7 Expected to vest as of December 31, 2022 770 $ 401.45 326 8.7 Total 1,577 $ 288.30 $ 10,081 6.1 Stock options outstanding as of December 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 December 31, 2022 Weighted Average Weighted Average Exercise Price Remaining Contractual Range of Exercise Prices per Share Shares Per Share Term (Years) $121.43 - $200.00 919 $ 138.56 4.2 $200.01 - $300.00 80 $ 239.61 9.6 $400.01 - $500.00 323 $ 408.66 9.1 $600.01 - $691.23 255 $ 691.23 8.1 Total 1,577 $ 288.30 6.1 An aggregate of 245,500, 200,625, and 200,000 stock options with an aggregate grant date fair value of $35.8 million, $11.0 million, and $11.2 million vested during the years ended December 31, 2022, 2021, and 2020, respectively. The weighted average grant date fair value of stock option awards using the Black-Scholes valuation model was $201.64, $372.05, and $49.68 for each share subject to a stock option granted during the years ended December 31, 2022, 2021, and 2020, respectively, based on the following assumptions: Years Ended December 31, 2022 2021 2020 Expected term of options in years 6.3 6.3 6.3 Expected volatility 58.4% - 75.5% 56.8% - 59.0% 33.6% - 34.6% Risk-free interest rate 1.9% - 3.9% 0.8% - 1.1% 0.3% - 0.5% Expected dividend yield 0.0% 0.0% 0.0% The Company recognized approximately $48.3 million, $32.0 million, and $10.1 million in share-based compensation expense for the years ended December 31, 2022, 2021, and 2020, respectively, from stock options granted under the 2013 Equity Plan. As of December 31, 2022, there was approximately $132.2 million of total unrecognized share-based compensation expense related to unvested stock options, which the Company expects to recognize over a weighted average vesting period of approximately 2.7 years. Share-settled restricted stock units During 2020, the Company began granting share-settled restricted stock units under the 2013 Equity Plan. The share-settled restricted stock units entitle recipients to receive a number of shares of the Company’s class A common stock over a vesting period, as specified in the applicable restricted stock unit agreement. Although the Company may in its sole discretion elect to pay fully or partially in cash in lieu of settling solely in shares, it does not currently intend to do so. Share-based compensation expense related to share-settled restricted stock units is based on the fair value of the Company’s class A common stock on the date of grant. The Company recognizes share-based compensation expense associated with such share-settled restricted stock unit awards on a straight-line basis over the award’s requisite service period (generally, the vesting period). The share-settled restricted stock unit awards granted to date vest in equal annual installments over a four-year As of December 31, 2022, there were 119,617 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, 2020 0 Granted 76 Vested 0 $ 0 Forfeited (2 ) Balance as of January 1, 2021 74 Granted 58 Vested (17 ) $ 13,803 Forfeited (10 ) Balance as of December 31, 2021 105 Granted 60 Vested (28 ) $ 6,604 Forfeited (17 ) Balance as of December 31, 2022 120 Expected to vest as of December 31, 2022 120 $ 16,934 During the year ended December 31, 2022, 28,180 share-settled restricted stock units having an aggregate grant date fair value of $12.3 million vested, and 9,467 shares were withheld to satisfy tax obligations, resulting in 18,713 issued shares. During the year ended December 31, 2021, 17,004 share-settled restricted stock units having an aggregate grant date fair value of $3.3 million vested, and 5,857 shares were withheld to satisfy tax obligations, resulting in 11,147 issued shares. No share-settled restricted stock units vested during the year ended December 31, 2020. The weighted average grant date fair value of share-settled restricted stock units granted during the years ended December 31, 2022, 2021, and 2020 was $246.17, $736.46, and $192.43, respectively, based on the fair value of the Company’s class A common stock. The Company recognized approximately $13.4 million, $8.0 million, and $0.5 million in share-based compensation expense for the years ended December 31, 2022, 2021, and 2020, respectively, from share-settled restricted stock units granted under the 2013 Equity Plan. As of December 31, 2022, there was approximately $38.0 million of total unrecognized share- based compensation expense related to unvested share-settled restricted stock units, which the Company expects to recognize over a weighted average vesting period of approximately 2.7 years . Other stock-based awards and cash-settled restricted stock units During 2021, the Company granted 9,000 “other stock-based awards” under the 2013 Equity Plan. Other stock-based awards were not granted in 2022 or 2020. As of December 31, 2022, there were a total of 10,250 other stock-based awards outstanding under the 2013 Equity Plan. These other stock-based awards are similar to stock options, except these awards are settled in cash only and not in shares of the Company’s class A common stock. During 2021, the Company granted 900 cash-settled restricted stock units under the 2013 Equity Plan. Cash-settled restricted stock units were not granted in 2022 or 2020. As of December 31, 2022, there were a total of 525 cash-settled restricted stock units outstanding under the 2013 Equity Plan. These cash-settled restricted stock units are similar to the Company’s share-settled restricted stock units, except they are settled in cash only and not in shares of the Company’s class A common stock. Both the other stock-based awards and the cash-settled restricted stock units are classified as liabilities in the Company’s Consolidated Balance Sheets due to the required cash settlement feature and the fair value of the awards is remeasured each quarterly reporting period. During the year ended December 31, 2022, the Company recognized a reduction of approximately $0.5 million in share-based compensation expense from other stock-based awards and cash-settled restricted stock units. The Company recognized approximately $1.4 million and $0.6 million, respectively, in share-based compensation expense from other stock-based awards and cash-settled restricted stock units for the years ended December 31, 2021 and 2020. As of December 31, 2022, there was approximately $0.3 million of total unrecognized share-based compensation expense related to other stock-based awards and cash-settled restricted stock units, which the Company expects to recognize over a weighted average vesting period of approximately 2.1 years, subject to additional fair value adjustments through the earlier of settlement or expiration. 2021 ESPP In 2021, the Company adopted, and the Company’s stockholders approved, 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 years ended December 31, 2022 and 2021, 15,925 shares and 4,612 shares, respectively, of class A common stock were issued in connection with the 2021 ESPP. As of December 31, 2022, 79,463 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP. Unless otherwise determined by the Board of Directors, shares are purchased at a price equal to 85% of the lesser of the closing price of the Company’s class A common stock on the first or last business day of the offering period, respectively. Share-based compensation expense is based on the grant date fair value, which consists of the intrinsic value of the 15% discounted share purchase rights and the fair value of the look-back provision using the Black-Scholes valuation model, recognized on a straight-line basis over the offering period. The grant date is the offering period commencement date. During the years ended December 31, 2022 and 2021, the Company recognized approximately $2.4 million and $2.6 million, respectively, in share-based compensation expense related to the 2021 ESPP. As of December 31, 2022, there was approximately $0.5 million of total unrecognized share-based compensation expense related to the 2021 ESPP, which the Company expects to recognize over a period of approximately 0.2 years. Tax Benefits Related to Equity Plans The following table summarizes the tax (benefit) expense related to the Company’s equity plans (in thousands) for the periods indicated: Years Ended December 31, 2022 2021 2020 Tax (benefit) expense related to: Share-based compensation expense $ (12,155 ) $ (8,260 ) $ (2,028 ) Exercises of stock options and vesting of share-settled restricted stock units 1,370 (37,664 ) (3,196 ) Total tax benefit related to the Company's equity plans $ (10,785 ) $ (45,924 ) $ (5,224 ) |
Basic and Diluted Loss per Shar
Basic and Diluted Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss per Share | (12) Basic and Diluted Loss per Share The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data) for the periods indicated: Years Ended December 31, 2022 2021 2020 Numerator: Net loss $ (1,469,797 ) $ (535,480 ) $ (7,524 ) Denominator: Weighted average common shares of class A common stock 9,357 8,056 7,658 Weighted average common shares of class B common stock 1,964 1,964 2,026 Total weighted average shares of common stock outstanding 11,321 10,020 9,684 Loss per share: Basic loss per share $ (129.83 ) $ (53.44 ) $ (0.78 ) Diluted loss per share $ (129.83 ) $ (53.44 ) $ (0.78 ) 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): Years Ended December 31, 2022 2021 2020 Stock Options 1,462 1,233 1,487 Restricted Stock Units 119 95 10 Employee Stock Purchase Plan 6 2 0 2025 Convertible Notes 1,633 1,633 94 2027 Convertible Notes 733 635 0 Total 3,953 3,598 1,591 |
At-the-Market Equity Offerings
At-the-Market Equity Offerings | 12 Months Ended |
Dec. 31, 2022 | |
At Market Equity Offerings [Abstract] | |
At-the-Market Equity Offerings | (13) At-the-Market Equity Offerings 2021 Open Market Offering On June 14, 2021, the Company entered into an Open Market Sale Agreement (the “2021 Open Market Sale Agreement”) with Jefferies LLC, as agent (“Jefferies”), pursuant to which the Company issued and sold shares of its class A common stock having an aggregate offering price of approximately $1.0 billion from time to time through Jefferies (the “2021 Open Market Offering”). The Company agreed to pay Jefferies commissions for its services in acting as agent in the sale of the shares in the amount of up to 2.0% of gross proceeds from the sale of shares pursuant to the 2021 Open Market Sale Agreement. The Company also agreed to provide Jefferies with customary indemnification and contribution rights. During 2021, the Company issued and sold 1,413,767 shares of its class A common stock under the 2021 Open Market Sale Agreement, at an average gross price per share of approximately $707.33, for aggregate net proceeds (less $9.5 million in sales commissions and expenses) of approximately $990.5 million. The sales commissions and expenses related to the 2021 Open Market Sale Agreement were considered direct and incremental costs and were charged against “Additional paid-in capital” on the balance sheet in 2021 when the related shares were issued and sold. As of December 31, 2021, the cumulative aggregate offering price of the shares of class A common stock sold under the 2021 Open Market Sale Agreement was approximately $1.0 billion, inclusive of sales commissions, constituting the maximum program amount under the 2021 Open Market Sale Agreement. 2022 At-the-Market Equity Offering On September 9, 2022, the Company entered into a Sales Agreement (the “2022 Sales Agreement”) with Cowen and Company LLC and BTIG, LLC, as agents (collectively, the “2022 Sales Agents”), pursuant to which the Company may issue and sell shares of its class A common stock having an aggregate offering price of up to $500.0 million from time to time through the 2022 Sales Agents. The Company agreed to pay the 2022 Sales Agents commissions for their services in acting as agents in the sale of the shares in the amount of up to 2.0% of gross proceeds from the sale of shares pursuant to the 2022 Sales Agreement. The Company also agreed to provide the 2022 Sales Agents with customary indemnification and contribution rights. During 2022, the Company issued and sold 218,575 shares of its class A common stock under the 2022 Sales Agreement, at an average gross price per share of approximately $213.16, for aggregate net proceeds (less $0.4 million in sales commissions and expenses) of approximately $46.2 million. The sales commissions and expenses related to the 2022 Sales Agreement are considered direct and incremental costs and are charged against “Additional paid-in capital” on the balance sheet in the period in which the related shares are issued and sold. $0.4 million of direct and incremental costs related to the 2022 Sales Agreement remain deferred on the balance sheet in “Prepaid expenses and other current assets” and will be charged against “Additional paid-in-capital” in future periods in which related shares are issued and sold. As of December 31, 2022, approximately $453.4 million of the Company’s class A common stock remained available for issuance and sale pursuant to the 2022 Sales Agreement. |
Treasury Stock
Treasury Stock | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Treasury Stock | (14) 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 under 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 2022 and 2021, the Company did not repurchase any shares of its class A common stock pursuant to the Share Repurchase Program. During 2020, the Company repurchased an aggregate of 444,769 shares of its class A common stock at an average price per share of $139.12 and an aggregate cost of $61.9 million pursuant to the Share Repurchase Program. As of December 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 December 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. During 2020, the Company repurchased an aggregate of 432,313 shares of its class A common stock through a “modified Dutch Auction” tender offer (the “Offer”) at a price of $140.00 per share for an aggregate cost of $61.3 million, inclusive of $0.8 million in certain fees and expenses related to the Offer. The Offer expired in September 2020. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | (15) Employee Benefit Plan The Company sponsors a benefit plan to provide retirement benefits for its employees, known as the MicroStrategy 401(k) Savings Plan (the “401(k) Plan”). Participants may make voluntary contributions to the 401(k) Plan of up to 75% (and prior to September 30, 2022, up to 50%) of their annual base pre-tax compensation, cash bonuses, and commissions not to exceed the federally determined maximum allowable contribution amounts. Participants may designate all or a portion of the 401(k) Plan elective deferral contributions as Roth elective deferral contributions instead of pre-tax elective deferral contributions. The 401(k) Plan permits for discretionary Company contributions. The Company makes a matching contribution to each 401(k) Plan participant in the amount of 50% of the first 12% of a participant’s contributions, up to a maximum of $5,000 per year. Further, all active participants become fully vested in the Company’s matching contributions after completing four years of employment, vesting in increments based on the participant’s years of employment with the Company. The Company made contributions to the 401(k) Plan totaling $3.1 million, $2.9 million, and $3.3 million during the years ended December 31, 2022, 2021, and 2020, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | (16) 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 Year ended December 31, 2022 Total revenues $ 298,522 $ 152,614 $ 48,128 $ 499,264 Gross profit $ 241,596 $ 120,162 $ 34,517 $ 396,275 Year ended December 31, 2021 Total revenues $ 286,131 $ 171,140 $ 53,491 $ 510,762 Gross profit $ 238,347 $ 139,704 $ 40,802 $ 418,853 Year ended December 31, 2020 Total revenues $ 279,220 $ 155,478 $ 46,037 $ 480,735 Gross profit $ 229,466 $ 124,513 $ 35,701 $ 389,680 As of December 31, 2022 Long-lived assets $ 83,365 $ 6,466 $ 3,779 $ 93,610 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 years ended December 31, 2022, 2021, and 2020, no individual foreign country accounted for 10% or more of total consolidated revenues. For the years ended December 31, 2022, 2021, and 2020, no individual customer accounted for 10% or more of total consolidated revenues. As of December 31, 2022 and 2021, no individual foreign country accounted for 10% or more of total consolidated assets. |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | (17) Related Party Transaction In June 2021, Michael J. Saylor, the Company’s Chairman of the Board of Directors and Executive Chairman and, at that time, the Company’s Chief Executive Officer, entered into an indemnification agreement (the “Original Agreement”) with the Company for an initial term of 90 days and subject to successive 90-day term extensions at the election of the Company. All term extensions were exercised, most recently in February 2022 for a final 90-day period that began in March 2022. Pursuant to the Original Agreement, Mr. Saylor provided during the term of the agreement, from his personal funds, indemnity coverage to the Company for the benefit of the directors and officers (“D&Os”) of the Company and its subsidiaries in the event such coverage was not indemnifiable by the Company, up to a total of $40 million. In return, the Company paid Mr. Saylor $388,945 for each of the initial and successive 90-day terms. On June 12, 2022, Mr. Saylor and the Company entered into a renewed indemnification agreement (the “Renewed Agreement”) for an initial term of 90 days, which became effective upon the expiration of the final 90-day extension of the Original Agreement. In return, the Company paid Mr. Saylor a one-time fee of $388,945 for the initial 90-day term (the “Renewal Payment”). On June 24, 2022, the Company bound D&O liability insurance policies (the “Initial Commercial Policies”) with several third-party carriers for $30 million in coverage. Concurrently, Mr. Saylor and the Company also entered into (i) an indemnification agreement (the “Excess Agreement”) for Mr. Saylor to provide $10 million in excess indemnity coverage payable only after the exhaustion of the Initial Commercial Policies, and (ii) an indemnification agreement (the “Tail Agreement”) for Mr. Saylor to provide $40 million in indemnity coverage for claims made at any time based on actions or omissions occurring prior to the inception date of the Initial Commercial Policies. The Company paid Mr. Saylor $600,000 for a one-year term under the Excess Agreement, and $150,000 for a 90-day term under the Tail Agreement. At the option of the Company, the Company may elect to extend the term under the Tail Agreement for up to a total of twenty-three additional 90-day periods, for $150,000 per additional 90-day term. In connection with the execution of the Initial Commercial Policies and the release of his obligations under the Renewed Agreement, Mr. Saylor refunded the Company $337,086, which is the pro rata portion of the Renewal Payment attributable to the period from the date of the Initial Commercial Policies through the end of the original term of the Renewed Agreement. On August 30, 2022, the Company bound additional D&O liability insurance policies (the “Excess Commercial Policies”) with third-party carriers for $10 million in excess coverage payable only after the exhaustion of the Initial Commercial Policies. Effective as of the same date, the Company and Mr. Saylor executed an amendment (the “Amendment”) to the Excess Agreement to limit Mr. Saylor’s obligation to provide indemnification under the Excess Agreement to claims made during the term of the Excess Agreement which arise from wrongful acts occurring upon or after the commencement of the Excess Agreement but prior to the effective date of the Amendment. In connection with the Amendment, Mr. Saylor refunded $489,863 to the Company, representing the pro rata portion of the $600,000 originally paid by the Company to Mr. Saylor under the Excess Agreement attributable to the period from the date of the Amendment through the end of the original term of the Excess Agreement. During the third and fourth quarters of 2022 and the first quarter of 2023, pursuant to the terms of the Tail Agreement, the Company elected to extend the term of the Tail Agreement for additional 90-day Under the Excess Agreement and Tail Agreement, Mr. Saylor will provide, during the term of each agreement, from his personal funds, indemnity coverage to the Company for the benefit of the D&Os of the Company and its subsidiaries in the event such coverage is not provided by the Initial Commercial Policies, the Excess Commercial Policies or indemnifiable by the Company. The Excess Agreement and the Tail Agreement expressly supersede the Original Agreement and the Renewed Agreement. Prior to entering into the Original Agreement, Renewed Agreement, Excess Agreement, and Tail Agreement with Mr. Saylor, the Company obtained and considered market quotes for D&O liability insurance policies. The Company determined that the policies considered at such times would have provided insufficient coverage and would have required substantial premiums to the extent coverage were available, and that obtaining indemnification coverage provided by Mr. Saylor was appropriate and in the best interests of the Company. |
Schedule II Valuation And Quali
Schedule II Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II Valuation And Qualifying Accounts | SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS For the years ended December 31, (in thousands) Balance at the Balance at beginning of the end of the period Additions (1) Deductions the period Allowance for credit losses: December 31, 2022 $ 2,775 383 (594 ) $ 2,564 December 31, 2021 $ 2,760 669 (654 ) $ 2,775 December 31, 2020 $ 1,637 1,550 (427 ) $ 2,760 Deferred tax valuation allowance: December 31, 2022 $ 999 510,488 (75 ) $ 511,412 December 31, 2021 $ 1,259 0 (260 ) $ 999 December 31, 2020 $ 2,130 10 (881 ) $ 1,259 (1) Reductions in/charges to revenues and expenses. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation 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. The Company is not aware of any material subsequent event that would require recognition or disclosure. In the Consolidated Statement of Cash Flows for the year ended December 31, 2020, 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 to conform to the presentation of these items for the current year. As discussed in Note 3, Recent Accounting Standards, to the Consolidated Financial Statements, the Company adopted 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 |
Use of Estimates | (b) Use of Estimates The preparation of the Consolidated Financial Statements, in conformity with GAAP, requires management to make estimates and judgments that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. On an on-going basis, the Company evaluates its estimates, including, but not limited to, those related to revenue recognition, allowance for doubtful accounts, investments, fixed assets, digital assets, leases, debt, share-based compensation, income taxes, including the carrying value of deferred tax assets, and litigation and contingencies, including liabilities that the Company deems not probable of assertion. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets, liabilities, and equity that are not readily apparent from other sources. Actual results and outcomes could differ from these estimates and assumptions. |
Fair Value Measurements | (c) Fair Value Measurements The Company measures certain assets and liabilities at fair value on a recurring or nonrecurring basis. Fair value is defined as the price that is expected to be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses a three-level hierarchy that prioritizes fair value measurements based on the types of inputs used for the various valuation techniques. The three levels of the fair value hierarchy are described below: Level 1: Quoted (unadjusted) prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2: Inputs other than quoted prices that are either directly or indirectly observable, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Inputs that are generally unobservable, supported by little or no market activity, and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The categorization of an asset or liability within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The valuation techniques used by the Company when measuring fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company also estimates the fair value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, and accrued compensation and employee benefits. The Company considers the carrying value of these instruments in the Consolidated Financial Statements to approximate fair value due to their short maturities. |
Cash and Cash Equivalents and Restricted Cash | (d) Cash and Cash Equivalents and Restricted Cash Cash equivalents may include bank demand deposits, money market instruments, certificates of deposit, U.S. Treasury securities, and equivalent funds. The Company generally considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Restricted cash consists of cash balances restricted in use by contractual obligations with third parties. |
Short-term Investments | (e) Short-term Investments The Company has periodically invested a portion of its cash in short-term investment instruments. All highly liquid investments with stated maturity dates between three months and one year from the purchase date are classified as short-term investments. The Company determines the appropriate classification of its short-term investments at the time of purchase and reassesses the appropriateness of the classification at each reporting date. As of December 31, 2022 and 2021, the Company did not hold any short-term investments. Prior to their liquidation, all of the Company’s short-term investments were in U.S. Treasury securities, which were classified as available-for-sale and reported at fair value within the Company’s consolidated balance sheets. The fair value of the Company’s short-term investments was determined based on quoted market prices in active markets for identical securities (Level 1 inputs). Premiums and discounts related to the Company’s short-term investments were amortized over the life of the investment and recorded in earnings. Each reporting period, the Company determined the amount of unrealized holding gains and losses on each individual security by comparing the fair value to the amortized cost. Unrealized holding gains and unrealized holding losses that were not a result of a credit loss were reported in other comprehensive income (loss) until realized. Unrealized holding losses that were a result of a credit loss were recorded in earnings, with the establishment of an allowance for credit losses. |
Credit Losses on Accounts Receivable | (f) Credit Losses on Accounts Receivable |
Digital Assets | (g) Digital Assets The Company accounts for its digital assets, which are comprised solely of bitcoin, as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other The Company determines the fair value of its bitcoin on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement quoted on the active exchange at any time since acquiring the specific bitcoin held by the Company. If the carrying value of a bitcoin exceeds that lowest price, an impairment loss has occurred with respect to that bitcoin in the amount equal to the difference between its carrying value and such lowest price. Impairment losses are recognized in the period in which the impairment occurs and are reflected within “Digital asset impairment losses (gains on sale), net” in the Company’s Consolidated Statements of Operations. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains (if any) are not recorded until realized upon sale, at which point they are presented net of any impairment losses in the Company’s Consolidated Statements of Operations. In determining the gain to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the specific bitcoins sold immediately prior to sale. See Note 4, Digital Assets, to the Consolidated Financial Statements for further information regarding the Company’s purchases and sales of digital assets. |
Property and Equipment | (h) Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, as follows: three years for computer equipment and purchased software; five years for office equipment; 10 years for office furniture; and 19 years for the Company’s corporate aircraft, which has an estimated salvage value of 21%. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the improvements or the term of the lease, whichever is shorter. The Company periodically evaluates the appropriateness of the estimated useful lives and salvage value of all property and equipment. Any change in the estimated useful life or salvage value is treated as a change in estimate and accounted for prospectively in the period of change. Expenditures for maintenance and repairs are charged to expense as incurred. When assets are retired or sold, the capitalized cost and related accumulated depreciation are removed from the property and equipment accounts and any resulting gain or loss is recognized in the results of operations. Eligible internal-use software development costs are capitalized subsequent to the completion of the preliminary project stage. Such costs include external direct material and service costs, employee payroll, and payroll-related costs. After all substantial testing and deployment is completed and the software is ready for its intended use, capitalization ceases and internal-use software development costs are amortized using the straight-line method over the estimated useful life of the software, generally three years. The Company reviews long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying value of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. Each impairment test is based on a comparison of the undiscounted cash flows to the recorded value of the asset. If an asset is impaired, the asset is written down by the amount by which the carrying value of the asset exceeds the related fair value of the asset. |
Leases | (i) Leases A lease is a contract, or part of a contract, that conveys the right to both (i) obtain economic benefits from and (ii) direct the use of an identified asset for a period of time in exchange for consideration. The Company evaluates its contracts to determine if they contain a lease and classifies any lease components identified as an operating or finance lease. For each lease component, the Company recognizes a right-of-use (“ROU”) asset and a lease liability. ROU assets and lease liabilities are presented separately for operating and finance leases; however, the Company currently has no material finance leases. The Company’s operating leases are primarily related to office space in the United States and foreign locations. In a contract that contains a lease, a component is an item or activity that transfers a good or service to the lessee. Such contracts may be comprised of lease components, non-lease components, and elements that are not components. Each lease component represents a lessee’s right to use an underlying asset in the contract if the lessee can benefit from the right of use of the asset either on its own or together with other readily available resources and if the right of use is neither highly dependent nor highly interrelated with other rights of use. Non-lease components include items such as common area maintenance and utilities provided by the lessor. The Company has elected the practical expedient to not separate lease components from non-lease components for office space, which is the Company’s only material underlying asset class. For each lease within this asset class, the non-lease components and related lease components are accounted for as a single lease component. Items or activities that do not transfer goods or services to the lessee, such as administrative tasks to set up the contract and reimbursement or payment of lessor costs, are not components of the contract and therefore no contract consideration is allocated to such items or activities. Consideration in the contract is comprised of any fixed payments and variable payments that depend on an index or rate. Payments in the Company’s operating lease arrangements are typically comprised of base office rent and parking fees. Costs related to the Company’s non-lease components, as described above, are generally variable and do not depend on an index or rate and are therefore excluded from the contract consideration allocated to the lease components. The Company’s operating lease arrangements generally do not contain any payments related to items or activities that are not components. Operating lease liabilities are initially and subsequently measured at the present value of unpaid lease payments, discounted at the discount rate of the lease. Operating lease ROU assets are initially measured as the sum of the initial lease liability, any initial direct costs incurred, and any prepaid lease payments, less any lease incentives received. The ROU asset is amortized over the term of the lease. The amortization of operating lease ROU assets is included in “Reduction in carrying amount of right-of-use assets” within the operating activities section of the Consolidated Statements of Cash Flows. A single lease expense is recorded within operating expenses in the Consolidated Statements of Operations on a straight-line basis over the lease term. Variable lease payments that are not included in the measurement of the lease liability are recognized in the period when the obligations for those payments are incurred. In the Company’s lease agreements, these variable payments typically include certain taxes, utilities, and maintenance costs, and other fees. The Company uses its incremental borrowing rate as the discount rate for all of its leases, as the rate implicit in the lease is not readily determinable in any of its lease contracts. In order to estimate a collateralized borrowing rate curve, the Company first estimates a synthetic credit rating and then applies modeling methodologies to an unsecured borrowing rate curve. In determining the incremental borrowing rate of each lease, the Company uses a centralized treasury approach and considers the currency of the contract, the economic environment in which the lease exists, and the term of the lease. The Company does not recognize lease liabilities or ROU assets for any short-term leases with a non-cancellable lease term of 12 months or less. Instead, the lease payments for these short-term leases are expensed on a straight-line basis over the lease term, and any variable payments are recognized in the period when the obligations for those payments are incurred. The Company believes that, using this methodology, the expense recorded reasonably reflects the Company’s short-term lease commitments. |
Software Development Costs | (j) Software Development Costs The Company did not capitalize any software development costs during the years ended December 31, 2022, 2021, and 2020. Due to the pace of the Company’s software development efforts and frequency of its software releases, the Company’s software development costs are expensed as incurred within “Research and development” in the Consolidated Statements of Operations. |
Loss Contingencies and Legal Costs | (k) Loss Contingencies and Legal Costs |
Deferred Revenue and Advance Payments | (l) Deferred Revenue and Advance Payments Deferred revenue and advance payments represent amounts received or due from customers in advance of the Company transferring its software or services to the customer under an enforceable contract. In the case of multi-year service contract arrangements, the Company generally does not invoice more than one year in advance of services and does not record deferred revenue for amounts that have not been invoiced. Revenue is subsequently recognized in the period(s) in which control of the software or services is transferred to the customer. Deferred revenue is comprised of deferred product licenses and subscription services, product support, or other services revenue based on the transaction price allocated to the specific performance obligation in the contract with the customer. |
Debt Arrangements | (m) Debt Arrangements The Company adopted ASU 2020-06 effective January 1, 2021. As discussed in Note 8, Long-term Debt, to the Consolidated Financial Statements, the Company issued convertible senior notes in December 2020 and February 2021 and senior secured notes in June 2021, and entered into secured term loan agreements in March 2022 and June 2022. The embedded conversion features in each of the convertible notes are indexed to the Company’s class A common stock and meet the criteria for classification in stockholders’ equity, and therefore derivative accounting does not apply. The Company records the aggregate principal amount of each of its debt instruments as a liability on its Consolidated Balance Sheet, offset by the issuance costs associated with each instrument. The issuance costs are amortized to interest expense using the effective interest method over the expected term of each debt instrument. Prior to the adoption of ASU 2020-06, the Company separated the debt and equity components of the 0.750% Convertible Senior Notes due 2025 issued in December 2020 (the “2025 Convertible Notes”). The carrying amount of the liability component was determined by measuring the fair value of a similar debt instrument without any associated conversion features at the time of issuance and the carrying amount of the equity component was determined by deducting the fair value of the liability component from the initial proceeds of the 2025 Convertible Notes. The Company also allocated issuance costs associated with the offering between debt and equity based on their relative carrying values at the time of issuance. Such issuance costs were taken as a direct reduction to the debt and equity components. Both the difference between the principal and the liability component’s initial carrying value and the issuance costs allocated to the debt component were amortized to interest expense using the effective interest method over the expected term of the 2025 Convertible Notes. In determining the fair value of a similar debt instrument without any associated conversion features, the Company estimated a nonconvertible debt borrowing rate at the time of issuance using a blend of different methodologies, which considered Level 2 inputs such as observable market prices of the Company’s debt and class A common stock, the Company’s historical and implied class A common stock volatility, a synthetic credit rating consistent with that utilized for determining the incremental borrowing rate for the Company’s accounting of leasing arrangements, and analysis of similar convertible debt issuances and their equivalent nonconvertible debt yields. |
Revenue Recognition | (n) Revenue Recognition The Company recognizes revenue using a five-step model: (i) Identifying the contract(s) with a customer, (ii) Identifying the performance obligation(s), (iii) Determining the transaction price, (iv) Allocating the transaction price to the performance obligations in the contract, and (v) Recognizing revenue when, or as, the Company satisfies a performance obligation. The Company has elected to exclude taxes assessed by government authorities in determining the transaction price, and therefore revenue is recognized net of taxes collected from customers. The Company enters into non-cancellable nonrefundable orders with customers and does not have a history of granting returns or refunds and therefore does not have a reserve for future returns. Performance Obligations and Timing of Revenue Recognition The Company primarily sells goods and services that fall into the categories discussed below. Each category contains one or more performance obligations that are either (i) capable of being distinct (i.e., the customer can benefit from the good or service on its own or together with readily available resources, including those purchased separately from the Company) and distinct within the context of the contract (i.e., separately identifiable from other promises in the contract) or (ii) a series of distinct goods or services that are substantially the same and have the same pattern of transfer to the customer. Aside from the Company’s term and perpetual product licenses, which are delivered at a point in time, the majority of the Company’s services are delivered over time. Product Licenses The Company sells different types of business intelligence software, licensed on a term or perpetual basis and installed either on premises or on a public cloud that is procured and managed by the customer. Although product licenses are sold with product support, the software is fully functional at the outset of the arrangement and is considered a distinct performance obligation. Revenue from product license sales is recognized when control of the license is transferred to the customer, which is the later of delivery or commencement of the license term. The Company may also sell through resellers and OEMs who purchase the Company’s software for resale. In reseller arrangements, revenue is generally recognized when control of the license is transferred to the end user. In OEM arrangements, revenue is recognized when control of the license is transferred to the OEM. Subscription Services The Company also sells access to its software through MCE, a cloud subscription service, wherein customers access the software through a cloud environment that the Company manages on behalf of the customer. Control of the software itself does not transfer to the customer under this arrangement and is not considered a separate performance obligation. Cloud subscriptions are regularly sold on a standalone basis and include technical support, monitoring, backups, updates, and quarterly service reviews. Additionally, customers with existing on-premise software licenses may convert their installations to MCE, at which time the on-premise licenses are typically terminated and replaced by a new subscription to the MCE service. At conversion, an analysis is performed for each contract to determine whether any revenue adjustments are necessary given that the contract modifications revoke previously transferred rights to perpetual on-premise software. Such revenue adjustments were not material for the years ended December 31, 2022, 2021, and 2020. Revenue related to cloud subscriptions is recognized on a straight-line basis over the contract period, which is the period over which the customer has continuous access to the software. Product Support In all product license transactions, customers are required to purchase a standard product support package (either separately or as an included component of a term license transaction) that may subsequently be renewed at their option. Customers may also purchase a premium product support package for a fixed annual fee. All product support packages include both technical support and when-and-if-available software upgrades, which are treated as a single performance obligation as they are considered a series of distinct services that are substantially the same and have the same duration and measure of progress. Revenue from product support is recognized on a straight-line basis over the contract period, which is the period over which the customer has continuous access to product support. Consulting Services The Company sells consulting services to help customers plan and execute deployment of the Company’s software. Customers are not required to use consulting services to fully benefit from the software. Consulting services are regularly sold on a standalone basis and either (i) prepaid upfront or (ii) sold on a time and materials basis. Consulting arrangements are each considered separate performance obligations because they do not integrate with each other or with other offerings to deliver a combined output to the customer, do not modify or customize (or are not modified or customized by) each other or other offerings, and do not affect the customer’s ability to use the other consulting services or the Company’s other offerings. Revenue under consulting arrangements is recognized over time as services are delivered. For time and materials-based consulting arrangements, the Company has elected the practical expedient of recognizing revenue upon invoicing since the invoiced amount corresponds directly to the value of the Company’s service to date. Education Services The Company sells various education and training services to its customers. Education services are sold on a standalone basis under two different types of arrangements: (i) annual subscriptions to live and on-demand training courses and (ii) custom courses purchased on an hourly basis. Education arrangements are each considered separate performance obligations because they do not integrate with each other or with other offerings to deliver a combined output to the customer, do not modify or customize (or are not modified or customized by) each other or other offerings, and do not affect the customer’s ability to use the other education services or the Company’s other offerings. Revenue on annual subscriptions is recognized on a straight-line basis over the contract period, which is the period over which the customer has continuous access to the training courses. Revenue on custom courses is recognized on a time and materials basis as the services are delivered. See Note 16, Segment Information, to the Consolidated Financial Statements for information regarding total revenues by geographic region. Estimates and Judgments The Company makes estimates and judgments to allocate the transaction price based on an observable or estimated SSP. The Company also makes estimates and judgments with respect to capitalizing incremental costs to obtain a customer contract and determining the subsequent amortization period. These estimates and judgments are discussed further below. Determining the Transaction Price The transaction price includes both fixed and variable consideration. Variable consideration is included in the transaction price to the extent it is probable that a significant reversal will not occur. The amount of variable consideration excluded from the transaction price was not material for the years ended December 31, 2022, 2021, and 2020. The Company’s estimates of variable consideration are also subject to subsequent true-up adjustments and may result in changes to its transaction prices. Such true-up adjustments have not been and are not expected to be material. The Company has the following sources of variable consideration: (i) Performance penalties – Subscription services and product support arrangements generally contain performance response time guarantees. For subscription services arrangements, the Company estimates variable consideration using a portfolio approach because performance penalties are tied to standard up-time requirements. For product support arrangements, the Company estimates variable consideration on a contract basis because such arrangements are customer-specific. For both subscription services and product support arrangements, the Company uses an expected value approach to estimate variable consideration based on historical business practices and current and future performance expectations to determine the likelihood of incurring penalties. (ii) Extended payment terms – The Company’s standard payment terms are generally within 180 days of invoicing. If extended payment terms are granted to customers, those terms generally do not exceed one year. For contracts with extended payment terms, the Company estimates variable consideration on a contract basis because such estimates are customer-specific and uses an expected value approach to analyze historical business experience on a customer-by-customer basis to determine the likelihood that extended payment terms lead to an implied price concession. (iii) Sales and usage-based royalties – Certain product license arrangements include sales or usage-based royalties, covering both product license and product support. In these arrangements, the Company uses an expected value approach to estimate and recognize revenue for royalty sales each period, utilizing historical data on a contract-by-contract basis. True-up adjustments are recorded in subsequent periods when royalty reporting is received from the OEMs and during the years ended December 31, 2022, 2021, and 2020 were not material. The Company provides a standard software assurance warranty to repair, replace, or refund software that does not perform in accordance with documentation. The standard software assurance warranty period is generally less than one year. Assurance warranty claims were not material for the years ended December 31, 2022, 2021, and 2020. The Company does not adjust the transaction price for significant financing components where the time period between cash payment and performance is one year or less. However, there are circumstances where the timing between cash payment and performance may exceed one year. These circumstances generally involve prepaid multi-year license, product support and subscription services arrangements where the customer determines when the service is utilized. In these circumstances, the Company has determined no significant financing component exists because the customer controls when to utilize the service and because there are significant business purposes behind the timing difference between payment and performance (e.g., ensuring collectability in the case of subscription services). Allocating the Transaction Price Based on Standalone Selling Prices (SSP) The Company allocates the transaction price to each performance obligation in a contract based on its relative SSP. The SSP is the price, or estimated price, of the software or service when sold on a standalone basis at contract inception. In circumstances where SSP is not directly observable, the Company estimates SSP using the following methodologies: (i) Product licenses – Product licenses are not sold on a standalone basis and pricing is highly variable. The Company establishes SSP of product licenses using a residual approach after first establishing the SSP of standard product support. Standard product support is sold on a standalone basis within a narrow range of the stated net license fee, and because an economic relationship exists between product licenses and standard product support, the Company has concluded that the residual method to estimate SSP of product licenses sold on both a perpetual and term basis is a fair allocation of the transaction price. (ii) Subscription services – Given the highly variable selling price of subscription services, the Company establishes the SSP of its subscription services arrangements using a similar residual approach after first establishing the SSP of consulting and education services to the extent they are included in the arrangement. The Company has concluded that the residual method to estimate SSP of its subscription services is a fair allocation of the transaction price. (iii) Standard product support – The Company establishes SSP of standard product support as a percentage of the stated net license fee, given such pricing is consistent with its normal pricing practices and there exists sufficient history of customers renewing standard product support on a standalone basis at similar percentages. Semi-annually, the Company tracks renewal rates negotiated when standard product support is initially sold with a perpetual license in order to determine the SSP of standard product support within each geographic region for the upcoming quarter. If the stated standard product support fee falls within the SSP range, the specific rate in the contract will be used to determine SSP. If the stated fee is above or below SSP, the highest or lowest end of the range, respectively, will generally be used to determine SSP of standard product support for perpetual licenses . For term licenses, the Company determines SSP of standard product support at the lower end of the SSP range used for perpetual licenses because the term license s are time bound, resulting in a lower value placed on product support as compared to a perpetual license. (iv) Premium product support, consulting services, and education services –SSP of premium product support, consulting services, and education services is established by using a bell-shaped curve approach to define a narrow range within each geographic region in which the services are discounted off of the list price on a standalone basis. The Company often provides options to purchase future offerings at a discount. The Company analyzes the option price against the previously established SSP of the goods or services to determine if the options represent material rights that should be accounted for as separate performance obligations. In general, an option sold at or above SSP is not considered a material right because the customer could have received that right without entering into the contract. If a material right exists, revenue associated with the option is deferred and recognized when the future goods or services are transferred, or when the option expires. During the years ended December 31, 2022, 2021, and 2020, separate performance obligations arising from future purchase options have not been material. |
Incremental Costs to Obtain Customer Contracts | (o) Incremental Costs to Obtain Customer Contracts The Company capitalizes costs incurred to obtain a contract with a customer when they are deemed incremental to obtaining the contract and expected to be recoverable. Capitalizable costs are generally limited to sales incentives paid to the Company’s sales team. The Company capitalizes the amounts related to product support, cloud subscription, and term license contracts. Costs capitalized are amortized over a period of time that is consistent with the pattern of transfer to the customer, which the Company has determined is generally three years and includes consideration for contract length, anticipated renewals, product life cycle, and customer behavior. The Company amortizes the cost over this period on a straight-line basis for product support and subscription service components, and at point(s) in time coinciding with delivery of the license component of term license contracts. The Company has elected the practical expedient to expense capitalizable costs as incurred where the amortization period would be one year or less, which includes those amounts earned on perpetual license, consulting, and education contracts. As of December 31, 2022 and 2021, capitalized costs to obtain customer contracts, net of accumulated amortization, were $15.8 million and $4.7 million, respectively, and are presented within “Deposits and other assets” in the Consolidated Balance Sheets. During the years ended December 31, 2022, 2021, and 2020, amortization expenses related to these capitalized costs were $4.5 million, $2.7 million, and $3.1 million, respectively, and are reflected within “Sales and marketing” in the Consolidated Statements of Operations. |
Advertising Costs | (p) Advertising Costs Advertising costs include production costs, which are expensed the first time the advertisement takes place, and media placement costs, which are expensed in the month the advertising appears. Total advertising costs were $0.8 million, $1.2 million, and $0.1 million for the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022 and 2021, the Company had no prepaid advertising costs. |
Share-based Compensation | (q) Share-based Compensation The Company maintains the 2013 Stock Incentive Plan (as amended, the “2013 Equity Plan”), under which the Company’s employees, officers, directors, and other eligible participants may be awarded various types of share-based compensation, including options to purchase shares of the Company’s class A common stock, restricted stock units, and other stock-based awards. During 2021, the Company adopted and the Company’s stockholders approved the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), under which eligible employees of the Company and certain of its subsidiaries may be provided with opportunities to purchase shares of the Company’s class A common stock. The Company recognizes share-based compensation expense associated with the 2013 Equity Plan and the 2021 ESPP on a straight-line basis over the requisite service period (generally, the vesting period for awards under the 2013 Equity Plan and the offering period under the 2021 ESPP). For options and other stock-based awards, the share-based compensation expense is based on the fair value of the awards on the date of grant, as estimated using the Black-Scholes valuation model. For restricted stock units, the share-based compensation expense is based on the fair value of the Company’s class A common stock on the date of grant. The fair value of liability-classified awards (e.g., the other stock-based awards and cash-settled restricted stock units) is remeasured at each reporting date. For the 2021 ESPP, the share-based compensation expense is based on the grant date fair value, which consists of the intrinsic value of any purchase discount and the fair value of the look-back provision using the Black-Scholes valuation model. Share-based compensation expense is recorded in cost of revenues or operating expense line items in the Statement of Operations corresponding to the respective participant’s role or function. See Note 11, Share-based Compensation, to the Consolidated Financial Statements for further information regarding the 2013 Equity Plan, the 2021 ESPP, related share-based compensation expense, and assumptions used in determining fair value. |
Income Taxes | (r) Income Taxes The Company is subject to federal, state, and local income taxes in the United States and a number of foreign countries. Deferred income taxes are provided based on enacted tax laws and rates applicable to the periods in which the taxes become payable. For uncertain income tax positions, the Company uses a more-likely-than-not recognition threshold based on the technical merits of the income tax position taken. Income tax positions that meet the more-likely-than-not recognition threshold are measured in order to determine the tax benefit recognized in the financial statements. The Company recognizes accrued interest related to unrecognized tax benefits as part of income tax expense. Penalties, if incurred, are recognized as a component of income tax expense. The Company provides a valuation allowance to reduce deferred tax assets to their estimated realizable value, when appropriate. In determining the Company’s provision for (benefit from) income taxes, net deferred tax assets, liabilities, and valuation allowances, management is required to make estimates and judgments related to projections of domestic and foreign profitability, the timing and extent of the utilization of NOL carryforwards, applicable tax rates, transfer pricing methods, and prudent and feasible tax planning strategies. As a multinational company, the Company is required to calculate and provide for estimated income tax liabilities for each of the tax jurisdictions in which it operates. This process involves estimating current tax obligations and exposures in each jurisdiction, as well as making judgments regarding the future recoverability of deferred tax assets. Changes in the estimated level of annual pre-tax income (loss), changes in tax laws, particularly changes related to the utilization of NOLs in various jurisdictions, and changes resulting from tax audits can all affect the overall effective income tax rate which, in turn, impacts the overall level of income tax expense or benefit and net income (loss). Estimates and judgments related to the Company’s projections and assumptions are inherently uncertain. Therefore, actual results could differ materially from projections. Currently, the Company expects to use its deferred tax assets, subject to Internal Revenue Code limitations, within the carryforward periods. Valuation allowances have been established where the Company has concluded that it is more likely than not that such deferred tax assets are not realizable. If the market value of bitcoin continues to decline or the Company is unable to regain profitability in future periods, the Company may be required to increase further 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. To the extent the market value of bitcoin rises, the Company may decrease the valuation allowance against its deferred tax asset. The Company will continue to regularly assess the realizability of deferred tax assets. |
Basic and Diluted Earnings Per Share | (s) Basic and Diluted Earnings Per Share Basic earnings per share is determined by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock, including shares of class A common stock and class B common stock, outstanding during the period. Diluted earnings per share is determined by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock and potential shares of common stock outstanding during the period. Potential shares of common stock are included in the diluted earnings per share calculation when dilutive. Potential shares of common stock consisting of class A common stock issuable upon the exercise of outstanding employee stock options, the vesting of restricted stock units, and in connection with the 2021 ESPP are computed using the treasury stock method. Upon the adoption of ASU 2020-06, potential shares of common stock consisting of class A common stock issuable upon conversion of the Company’s convertible senior notes are computed using the if-converted method. Prior to the adoption of ASU 2020-06, potential shares of common stock consisting of class A common stock issuable upon conversion of the Company’s convertible senior notes were computed using the treasury stock method. See Note 3, Recent Accounting Standards, to the Consolidated Financial Statements for further information regarding the differences in the if-converted and treasury stock methods. In computing diluted earnings per share, the Company first calculates the earnings per incremental share (“EPIS”) for each class of potential shares of common stock and ranks the classes from the most dilutive (i.e., lowest EPIS) to the least dilutive (i.e., highest EPIS). Basic earnings per share is then adjusted for the effect of each class of shares, in sequence and cumulatively, until a particular class no longer produces further dilution. The Company has two classes of common stock: class A common stock and class B common stock. Holders of class A common stock generally have the same rights, including rights to dividends, as holders of class B common stock, except that holders of class A common stock have one vote per share while holders of class B common stock have ten votes per share. Each share of class B common stock is convertible at any time, at the option of the holder, into one share of class A common stock. As such, basic and fully diluted earnings per share for class A common stock and for class B common stock are the same. The Company has never declared or paid any cash dividends on either class A or class B common stock. As of December 31, 2022 and 2021 , there were no shares of preferred stock issued or outstanding. |
Foreign Currency Translation | (t) Foreign Currency Translation The functional currency of the Company’s international operations is generally the local currency. Accordingly, all assets and liabilities of international subsidiaries are translated using exchange rates in effect at the end of the period, and revenue and expenses are translated using average monthly exchange rates for the period in which the transactions occur. The related translation adjustments are reported in “Accumulated other comprehensive income (loss)” in stockholders’ equity. In general, upon complete or substantially complete liquidation of an investment in an international subsidiary, the amount of accumulated translation adjustments attributable to that subsidiary is reclassified from stockholders’ equity to the statement of operations. Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in the results of operations. As of December 31, 2022, 2021, and 2020, the cumulative foreign currency translation balances were $(13.8) million, $(7.5) million, and $(3.9) million, respectively. No taxes were recognized on the temporary differences resulting from foreign currency translation adjustments for the years ended December 31, 2022, 2021, and 2020. Transaction gains and losses arising from transactions denominated in foreign currencies resulted in net gains of $6.2 million and $2.5 million in 2022 and 2021, respectively, and a net loss of $7.6 million in 2020, and are included in “Other income (expense), net” in the Consolidated Statements of Operations. |
Concentrations of Credit Risk | (u) Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, and accounts receivable. The Company places its cash equivalents with high credit-quality financial institutions and has established guidelines relative to credit ratings and maturities that seek to maintain safety and liquidity. The Company sells its offerings to various companies across several industries throughout the world in the ordinary course of business. The Company routinely assesses the financial strength of its customers and maintains allowances for anticipated losses. As of December 31, 2022 and 2021, no individual customer accounted for 10% or more of net accounts receivable, and for the years ended December 31, 2022, 2021, and 2020, no individual customer accounted for 10% or more of revenue. |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Changes And Error Corrections [Abstract] | |
Summary Impact of ASU 2020-06 on Opening Consolidated Balance Sheet | The Company early adopted ASU 2020-06 effective as of January 1, 2021 using the modified retrospective method, which resulted in a cumulative-effect adjustment to the opening balance of retained earnings on the date of adoption, recorded as follows (in thousands): Consolidated Balance Sheet December 31, 2020 As Reported Effect of the Adoption of ASU 2020-06 January 1, 2021 As Adjusted Deferred tax liabilities (assets) $ 8,211 $ (41,693 ) $ (33,482 ) Convertible senior notes, net 486,366 148,546 634,912 Additional paid-in-capital 763,051 (107,810 ) 655,241 Retained earnings 575,965 957 576,922 |
Digital Assets (Tables)
Digital Assets (Tables) | 12 Months Ended |
Dec. 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: December 31, 2022 2021 Approximate number of bitcoins held 132,500 124,391 Digital assets carrying value $ 1,840,028 $ 2,850,210 Cumulative digital asset impairment losses $ 2,153,162 $ 901,319 The following table summarizes the Company’s digital asset purchases, digital asset sales, digital asset impairment losses, and gains on sale of digital assets (in thousands, except number of bitcoins) for the periods indicated: Years Ended December 31, 2022 2021 2020 Approximate number of bitcoins purchased 8,813 53,922 70,469 Approximate number of bitcoins sold 704 0 0 Digital asset purchases $ 287,921 $ 2,626,529 $ 1,125,000 Digital asset sales $ 11,817 $ 0 $ 0 Digital asset impairment losses $ 1,287,213 $ 830,621 $ 70,698 Gains on sale of digital assets $ 927 $ 0 $ 0 |
Contract Balances (Tables)
Contract Balances (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Contract With Customer Asset And Liability [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable (in thousands) consisted of the following, as of: December 31, 2022 2021 Billed and billable $ 191,844 $ 192,055 Less: allowance for credit losses (2,564 ) (2,775 ) Accounts receivable, net $ 189,280 $ 189,280 |
Deferred Revenue and Advance Payments | Deferred revenue and advance payments (in thousands) from customers consisted of the following, as of: December 31, 2022 2021 Current: Deferred product licenses revenue $ 2,825 $ 993 Deferred subscription services revenue 51,861 35,589 Deferred product support revenue 155,366 166,477 Deferred other services revenue 7,376 6,801 Total current deferred revenue and advance payments $ 217,428 $ 209,860 Non-current: Deferred product licenses revenue $ 2,742 $ 68 Deferred subscription services revenue 3,030 1,064 Deferred product support revenue 6,387 6,203 Deferred other services revenue 604 754 Total non-current deferred revenue and advance payments $ 12,763 $ 8,089 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment (in thousands) consisted of the following, as of: December 31, 2022 2021 Corporate aircraft and related equipment $ 48,645 $ 48,645 Computer equipment and purchased software 60,375 61,793 Furniture and equipment 9,936 9,990 Leasehold improvements 28,755 28,872 Internally developed software 9,917 9,917 Property and equipment, gross 157,628 159,217 Less: accumulated depreciation and amortization (125,317 ) (122,630 ) Property and equipment, net $ 32,311 $ 36,587 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Components of Lease Cost and Other Lease | The following table presents the Company’s total lease cost and other lease details for the periods indicated (in thousands, except years and discount rates): Years Ended December 31, 2022 2021 2020 Lease cost: Operating lease cost $ 13,008 $ 13,522 $ 11,772 Short-term lease cost 582 558 1,158 Variable lease cost 514 1,224 1,382 Total lease cost $ 14,104 $ 15,304 $ 14,312 Other information: Cash paid for amounts included in the measurement of operating lease liabilities $ 14,224 $ 15,772 $ 17,497 ROU assets obtained in exchange for new operating lease liabilities $ 1,563 $ 2,420 $ 743 Weighted average remaining lease term in years – operating leases 7.5 8.3 9.1 Weighted average discount rate – operating leases 6.1 % 6.1 % 6.1 % |
Schedule of Maturities of Operating Lease Liabilities | The following table presents the maturities of the Company’s operating lease liabilities as of December 31, 2022 (in thousands): For the year ended December 31, 2023 $ 14,446 2024 12,798 2025 12,429 2026 12,569 2027 12,116 Thereafter 31,750 Total lease payments 96,108 Less: imputed interest (18,712 ) Total $ 77,396 Reported as: Current operating lease liabilities $ 10,052 Non-current operating lease liabilities 67,344 Total $ 77,396 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 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: December 31, 2022 2021 2025 Convertible Notes $ 640,888 $ 637,882 2027 Convertible Notes 1,033,277 1,029,263 2028 Secured Notes 489,547 488,006 2025 Secured Term Loan 204,688 0 Other long-term secured debt 10,160 0 Total $ 2,378,560 $ 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 December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ (9,112 ) $ 640,888 $ 364,000 Level 2 2027 Convertible Notes 1,050,000 (16,723 ) 1,033,277 394,800 Level 2 Total $ 1,700,000 $ (25,835 ) $ 1,674,165 $ 758,800 The following is a summary of the Company’s convertible debt instruments as of December 31, 2021 December 31, 2021 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 December 31, 2020 Principal $ 650,000 Unamortized debt discount (152,075 ) Unamortized issuance costs (11,559 ) Net carrying amount of debt $ 486,366 As of December 31, 2020, the net carrying amount of the equity component of the 2025 Convertible Notes was classified as permanent equity and included in “additional paid in capital” in the Company’s Consolidated Balance Sheet as follows (in thousands): December 31, 2020 Debt discount for conversion option $ 153,527 Issuance costs allocated to equity (3,602 ) Deferred tax liability, net of deferred tax asset, related to debt discount and issuance costs (42,115 ) Net carrying amount of equity $ 107,810 |
Schedule of Interest Expense Related to Notes | For the years ended December 31, 2022 Year Ended December 31, 2022 Year Ended December 31, 2021 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 4,875 $ 3,006 $ 7,881 $ 4,875 $ 2,970 $ 7,845 2027 Convertible Notes 0 4,014 4,014 0 3,433 3,433 Total $ 4,875 $ 7,020 $ 11,895 $ 4,875 $ 6,403 $ 11,278 For the year ended December 31, 2020, interest expense related to the 2025 Convertible Notes was as follows (in thousands): Year Ended December 31, 2020 Contractual interest expense $ 271 Amortization of debt discount 1,452 Amortization of issuance costs allocated to debt 91 Total interest expense $ 1,814 |
Schedule of Maturities of Debt Instruments | Maturities The following table shows the maturities of the Company’s debt instruments as of December 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. As of December 31, 2022, the Company expects to be able to satisfy the requirements in the 2028 Secured Notes Indenture to avoid triggering the springing maturity feature of the 2028 Secured Notes. Payments due by period ended December 31, 2025 Convertible Notes 2027 Convertible Notes 2028 Secured Notes 2025 Secured Term Loan Other long-term secured debt Total 2023 $ 0 $ 0 $ 0 $ 0 $ 513 $ 513 2024 0 0 0 0 539 539 2025 650,000 0 500,000 205,000 569 1,355,569 2026 0 0 0 0 600 600 2027 0 1,050,000 0 0 8,633 1,058,633 Thereafter 0 0 0 0 0 0 Total $ 650,000 $ 1,050,000 $ 500,000 $ 205,000 $ 10,854 $ 2,415,854 |
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 December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ (10,453 ) $ 489,547 $ 369,800 Level 2 The following is a summary of the 2028 Secured Notes as of December 31, 2021 (in thousands): December 31, 2021 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 years ended December 31, 2022 and 2021 Year Ended December 31, 2022 Year Ended December 31, 2021 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 30,625 $ 1,541 $ 32,166 $ 16,674 $ 798 $ 17,472 |
Term Loan Due Twenty Twenty Five | |
Debt Instrument [Line Items] | |
Schedule of Net Carrying Amount of Liability and Equity Component of Convertible Senior Notes | The following is a summary of the 2025 Secured Term Loan as of December 31, 2022 (in thousands): December 31, 2022 Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Secured Term Loan $ 205,000 $ (312 ) $ 204,688 $ 205,000 Level 3 |
Schedule of Interest Expense Related to Notes | For the year ended December 31, 2022, interest expense related to the 2025 Secured Term Loan was as follows (in thousands): Year Ended December 31, 2022 Contractual Amortization of Interest Expense Issuance Costs Total 2025 Secured Term Loan $ 9,006 $ 103 $ 9,109 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments under Contractual Obligations | The following table shows future minimum payments related to noncancelable purchase agreements with initial terms of greater than one year and anticipated payments related to the mandatory deemed repatriation transition tax resulting from the U.S. Tax Cuts and Jobs Act (“Transition Tax”) based on the expected due dates of the various installments as of December 31, 2022 (in thousands): Year Purchase Obligations Transition Tax 2023 $ 14,594 $ 5,534 2024 5,510 7,379 2025 1,249 9,223 2026 1,182 0 2027 251 0 Thereafter 22 0 $ 22,808 $ 22,136 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of (Loss) Income Before Income Taxes | U.S. and international components of (loss) income before income taxes (in thousands) were comprised of the following for the periods indicated: Years Ended December 31, 2022 2021 2020 U.S. $ (1,362,230 ) $ (854,610 ) $ (53,250 ) Foreign 39,765 43,221 33,297 Total $ (1,322,465 ) $ (811,389 ) $ (19,953 ) |
Schedule of Provision for (Benefit from) Income Taxes | The provision for (benefit from) income taxes (in thousands) consisted of the following for the periods indicated: Years Ended December 31, 2022 2021 2020 Current: Federal $ 9,278 $ (4,622 ) $ 1,861 State 5,362 2,184 1,445 Foreign 8,139 5,533 5,221 $ 22,779 $ 3,095 $ 8,527 Deferred: Federal $ 89,581 $ (204,784 ) $ (15,038 ) State 34,521 (74,796 ) (6,269 ) Foreign 451 576 351 $ 124,553 $ (279,004 ) $ (20,956 ) Total provision (benefit) $ 147,332 $ (275,909 ) $ (12,429 ) |
Schedule of Effective Income Tax Rate Reconciliation | The provision for or benefit from income taxes differs from the amount computed by applying the federal statutory income tax rate to the Company’s loss or income before income taxes as follows for the periods indicated: Years Ended December 31, 2022 2021 2020 Income tax expense at federal statutory rate 21.0 % 21.0 % 21.0 % State taxes, net of federal tax effect 7.3 % 9.1 % 18.0 % Foreign earnings taxed at different rates 0.1 % 0.4 % 21.7 % Withholding tax (0.1 )% (0.1 )% (12.5 )% Other international components 0.0 % (0.2 )% 0.3 % Change in valuation allowance (38.6 )% 0.0 % 2.7 % Non-deductible officers compensation (0.3 )% (1.0 )% (12.5 )% Research and development tax credit 0.1 % 0.8 % 19.9 % Share-based compensation (0.1 )% 4.0 % 11.8 % Other permanent differences (0.5 )% 0.0 % (8.1 )% Total (11.1 )% 34.0 % 62.3 % |
Schedule of Effective Tax Rate for (Loss) Income Before Income Taxes | The Company’s U.S. and foreign effective tax rates for (loss) income before income taxes were as follows for the periods indicated: Years Ended December 31, 2022 2021 2020 U.S. (10.2 )% 33.0 % 33.8 % Foreign 21.6 % 14.1 % 16.7 % Combined (11.1 )% 34.0 % 62.3 % |
Schedule of Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities (in thousands) were as follows for the periods indicated: December 31, 2022 2021 Deferred tax assets, net: Net operating loss carryforwards $ 723 $ 968 Tax credits 1,677 3,844 Intangible assets, including capitalized R&D 41,082 20,963 Deferred revenue 24,747 13,954 Accrued compensation 6,602 6,290 Share-based compensation expense 23,305 15,493 Digital asset impairment losses 607,659 258,458 Disallowed interest 1,239 5,532 Other 721 1,889 Deferred tax assets before valuation allowance 707,755 327,391 Valuation allowance (511,412 ) (999 ) Deferred tax assets, net of valuation allowance 196,343 326,392 Deferred tax liabilities: Prepaid expenses and other 4,372 2,101 Property and equipment 1,786 2,936 Deferred tax on undistributed foreign earnings 2,231 1,682 Total deferred tax liabilities 8,389 6,719 Total net deferred tax asset $ 187,954 $ 319,673 Reported as: Non-current deferred tax assets, net 188,152 319,782 Non-current deferred tax liabilities (198 ) (109 ) Total net deferred tax asset $ 187,954 $ 319,673 |
Schedule of Change In Unrecognized Tax Benefits | The change in unrecognized income tax benefits (in thousands) is presented in the table below for the periods indicated: 2022 2021 2020 Unrecognized income tax benefits at beginning of year $ 5,960 $ 4,293 $ 1,563 (Decrease) increase related to positions taken in prior period (67 ) 1,082 2,580 Increase related to positions taken in current period 318 1,146 283 Decrease related to settlement with tax authorities (40 ) 0 0 Decrease related to expiration of statute of limitations (360 ) (561 ) (133 ) Unrecognized income tax benefits at end of year 5,811 5,960 4,293 Accrued interest 276 272 295 Gross unrecognized income tax benefits at end of year $ 6,087 $ 6,232 $ 4,588 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 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 periods indicated: Stock Options Outstanding Weighted Average Aggregate Weighted Average Exercise Price Intrinsic Remaining Contractual Shares Per Share Value Term (Years) Balance as of January 1, 2020 1,634 $ 141.60 Granted 118 146.76 Exercised (348 ) 146.80 $ 29,994 Forfeited/Expired (247 ) 146.63 Balance as of December 31, 2020 1,157 139.48 Granted 305 676.10 Exercised (269 ) 151.19 $ 163,427 Forfeited/Expired (26 ) 499.11 Balance as of December 31, 2021 1,167 268.74 Granted 440 346.15 Exercised (9 ) 137.51 $ 1,469 Forfeited/Expired (21 ) 498.69 Balance as of December 31, 2022 1,577 $ 288.30 Exercisable as of December 31, 2022 807 $ 180.26 $ 9,755 3.7 Expected to vest as of December 31, 2022 770 $ 401.45 326 8.7 Total 1,577 $ 288.30 $ 10,081 6.1 |
Schedule of Range of Exercise Prices per Share | Stock options outstanding as of December 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 December 31, 2022 Weighted Average Weighted Average Exercise Price Remaining Contractual Range of Exercise Prices per Share Shares Per Share Term (Years) $121.43 - $200.00 919 $ 138.56 4.2 $200.01 - $300.00 80 $ 239.61 9.6 $400.01 - $500.00 323 $ 408.66 9.1 $600.01 - $691.23 255 $ 691.23 8.1 Total 1,577 $ 288.30 6.1 |
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 $201.64, $372.05, and $49.68 for each share subject to a stock option granted during the years ended December 31, 2022, 2021, and 2020, respectively, based on the following assumptions: Years Ended December 31, 2022 2021 2020 Expected term of options in years 6.3 6.3 6.3 Expected volatility 58.4% - 75.5% 56.8% - 59.0% 33.6% - 34.6% Risk-free interest rate 1.9% - 3.9% 0.8% - 1.1% 0.3% - 0.5% Expected dividend yield 0.0% 0.0% 0.0% |
Summary of Share-Settled Restricted Stock Unit Activity | The following table summarizes the Company’s share-settled restricted stock unit activity (in thousands) for the periods indicated: Share-Settled Restricted Stock Units Outstanding Aggregate Intrinsic Units Value Balance as of January 1, 2020 0 Granted 76 Vested 0 $ 0 Forfeited (2 ) Balance as of January 1, 2021 74 Granted 58 Vested (17 ) $ 13,803 Forfeited (10 ) Balance as of December 31, 2021 105 Granted 60 Vested (28 ) $ 6,604 Forfeited (17 ) Balance as of December 31, 2022 120 Expected to vest as of December 31, 2022 120 $ 16,934 |
Summary of Components of Tax (benefit) Expense Related To Equity Plan | The following table summarizes the tax (benefit) expense related to the Company’s equity plans (in thousands) for the periods indicated: Years Ended December 31, 2022 2021 2020 Tax (benefit) expense related to: Share-based compensation expense $ (12,155 ) $ (8,260 ) $ (2,028 ) Exercises of stock options and vesting of share-settled restricted stock units 1,370 (37,664 ) (3,196 ) Total tax benefit related to the Company's equity plans $ (10,785 ) $ (45,924 ) $ (5,224 ) |
Basic and Diluted Loss per Sh_2
Basic and Diluted Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Loss per Share | The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data) for the periods indicated: Years Ended December 31, 2022 2021 2020 Numerator: Net loss $ (1,469,797 ) $ (535,480 ) $ (7,524 ) Denominator: Weighted average common shares of class A common stock 9,357 8,056 7,658 Weighted average common shares of class B common stock 1,964 1,964 2,026 Total weighted average shares of common stock outstanding 11,321 10,020 9,684 Loss per share: Basic loss per share $ (129.83 ) $ (53.44 ) $ (0.78 ) Diluted loss per share $ (129.83 ) $ (53.44 ) $ (0.78 ) |
Schedule of Weighted Average of Potential Class A Common Stock Excluded from Computation of Loss Per Share | 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): Years Ended December 31, 2022 2021 2020 Stock Options 1,462 1,233 1,487 Restricted Stock Units 119 95 10 Employee Stock Purchase Plan 6 2 0 2025 Convertible Notes 1,633 1,633 94 2027 Convertible Notes 733 635 0 Total 3,953 3,598 1,591 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 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 Year ended December 31, 2022 Total revenues $ 298,522 $ 152,614 $ 48,128 $ 499,264 Gross profit $ 241,596 $ 120,162 $ 34,517 $ 396,275 Year ended December 31, 2021 Total revenues $ 286,131 $ 171,140 $ 53,491 $ 510,762 Gross profit $ 238,347 $ 139,704 $ 40,802 $ 418,853 Year ended December 31, 2020 Total revenues $ 279,220 $ 155,478 $ 46,037 $ 480,735 Gross profit $ 229,466 $ 124,513 $ 35,701 $ 389,680 As of December 31, 2022 Long-lived assets $ 83,365 $ 6,466 $ 3,779 $ 93,610 As of December 31, 2021 Long-lived assets $ 89,817 $ 7,874 $ 5,656 $ 103,347 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Customer shares | Dec. 31, 2021 USD ($) Customer shares | Dec. 31, 2020 USD ($) Customer | |
Summary Of Significant Accounting Policies [Line Items] | |||
Short-term investments | $ 0 | $ 0 | |
Additions to capitalized software development costs | $ 0 | 0 | $ 0 |
Payment terms | The Company’s standard payment terms are generally within 180 days of invoicing. If extended payment terms are granted to customers, those terms generally do not exceed one year. | ||
Description of warranty | The Company provides a standard software assurance warranty to repair, replace, or refund software that does not perform in accordance with documentation. The standard software assurance warranty period is generally less than one year. | ||
Amortization period for capitalized contract costs | 3 years | ||
Capitalized cost to obtain customer contracts net | $ 15,800,000 | 4,700,000 | |
Advertising costs | 800,000 | 1,200,000 | 100,000 |
Prepaid advertising costs | $ 0 | $ 0 | |
Common stock, conversion ratio | one | ||
Preferred stock, shares outstanding | shares | 0 | 0 | |
Cumulative foreign currency translation amount | $ (13,800,000) | $ (7,500,000) | (3,900,000) |
Foreign currency translation adjustments, tax | 0 | 0 | 0 |
Transaction gains (losses) arising from transactions denominated in foreign currencies | $ 6,200,000 | $ 2,500,000 | $ (7,600,000) |
Customer Concentration Risk | Sales Revenue, Goods, Net | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of individual customer accounted for 10% or more of net accounts receivable | Customer | 0 | 0 | |
Number of individual customer accounted for 10% or more of total revenues | Customer | 0 | 0 | 0 |
Class A | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common stock, voting rights, per share | one | ||
Class B Convertible | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Common stock, voting rights, per share | ten | ||
Sales and Marketing | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Amortization expenses related to capitalized cost | $ 4,500,000 | $ 2,700,000 | $ 3,100,000 |
Convertible Senior Notes due 2025 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Interest rate, fixed percentage | 0.75% | ||
Computer Equipment And Purchased Software | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets, years | 3 years | ||
Office Equipment | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets, years | 5 years | ||
Office Furniture | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets, years | 10 years | ||
Corporate Aircraft | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful lives of assets, years | 19 years | ||
Estimated salvage value | 21% |
Recent Accounting Standards - S
Recent Accounting Standards - Summary Impact of ASU 2020-06 on Opening Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Deferred tax liabilities (assets) | $ 198 | $ 109 | ||
Additional paid-in capital | 1,841,120 | 1,727,143 | ||
Retained earnings | $ (1,428,355) | $ 41,442 | ||
Previously Reported | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Deferred tax liabilities (assets) | $ 8,211 | |||
Convertible senior notes, net | 486,366 | |||
Additional paid-in capital | 763,051 | |||
Retained earnings | $ 575,965 | |||
ASU 2020-06 | Revision of Prior Period | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Deferred tax liabilities (assets) | $ (41,693) | |||
Convertible senior notes, net | 148,546 | |||
Additional paid-in capital | (107,810) | |||
Retained earnings | 957 | |||
As Adjusted | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Deferred tax liabilities (assets) | (33,482) | |||
Convertible senior notes, net | 634,912 | |||
Additional paid-in capital | 655,241 | |||
Retained earnings | $ 576,922 |
Recent Accounting Standards - A
Recent Accounting Standards - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2021 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Retained earnings | $ (1,428,355) | $ 41,442 | |
Short-term investments | $ 0 | $ 0 | |
Minimum | US Treasury Securities | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Available-for-sale securities maturity range | 3 months | ||
Maximum | US Treasury Securities | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Available-for-sale securities maturity range | 1 year | ||
ASU 2019-12 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in accounting principle, ASU, Adopted [true false] | true | ||
Change in accounting principle, ASU, Adoption date | Jan. 01, 2021 | ||
Change in Accounting Principle, ASU, Immaterial effect [true false] | true | ||
ASU 2020-06 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in accounting principle, ASU, Adopted [true false] | true | ||
Change in accounting principle, ASU, Early adoption [true false] | true | ||
Change in accounting principle, ASU, Adoption date | Jan. 01, 2021 | ||
Change in accounting principle, ASU, transition option elected [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate202006RetrospectiveMember | ||
ASU 2016-13 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Change in accounting principle, ASU, Adopted [true false] | true | ||
Change in accounting principle, ASU, Adoption date | Jan. 01, 2020 | ||
Change in Accounting Principle, ASU, Immaterial effect [true false] | true | ||
Revision of Prior Period, Change in Accounting Principle, Adjustment | ASU 2019-12 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Retained earnings | $ 0 | ||
Revision of Prior Period, Change in Accounting Principle, Adjustment | ASU 2016-13 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Retained earnings | $ 0 |
Digital Assets - Summary of Dig
Digital Assets - Summary of Digital Asset Holdings (Details) $ in Thousands | Dec. 31, 2022 USD ($) Bitcoin | Dec. 31, 2021 USD ($) Bitcoin |
Intangible Assets Net Excluding Goodwill [Abstract] | ||
Approximate number of bitcoins held | Bitcoin | 132,500 | 124,391 |
Digital assets | $ 1,840,028 | $ 2,850,210 |
Cumulative digital asset impairment losses | $ 2,153,162 | $ 901,319 |
Digital Assets - Summary of D_2
Digital Assets - Summary of Digital Asset Purchases and Digital Asset Impairment Losses (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) Bitcoin | Dec. 31, 2021 USD ($) Bitcoin | Dec. 31, 2020 USD ($) Bitcoin | |
Intangible Assets Net Excluding Goodwill [Abstract] | |||
Approximate number of bitcoins purchased | Bitcoin | 8,813 | 53,922 | 70,469 |
Approximate number of bitcoins sold | Bitcoin | 704 | 0 | 0 |
Digital asset purchases | $ 287,921 | $ 2,626,529 | $ 1,125,000 |
Proceeds from sale of digital assets | 11,817 | 0 | 0 |
Digital asset impairment losses | 1,287,213 | 830,621 | 70,698 |
Gains on sale of digital assets | $ 927 | $ 0 | $ 0 |
Digital Assets - Additional Inf
Digital Assets - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2022 USD ($) Bitcoin | Dec. 31, 2021 USD ($) | |
Digital Assets [Line Items] | ||
Trade credit payable, outstanding | $ | $ 0 | $ 0 |
Secured Notes Due Twenty Twenty Eight | ||
Digital Assets [Line Items] | ||
Number of digital assets held as collateral for 2028 Secured Notes | Bitcoin | 14,890 | |
Interest rate, fixed percentage | 6.125% | |
2025 Secured Term Loan | ||
Digital Assets [Line Items] | ||
Number of digital assets held as collateral for 2025 Secured Term Loan | Bitcoin | 34,619 | |
Debt Instrument, Face Amount | $ | $ 205,000,000 |
Contract Balances - Schedule of
Contract Balances - Schedule of Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Billed and billable | $ 191,844 | $ 192,055 |
Less: allowance for credit losses | (2,564) | (2,775) |
Accounts receivable, net | $ 189,280 | $ 189,280 |
Contract Balances - Additional
Contract Balances - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Contract With Customer Asset And Liability [Line Items] | |||
Assets impairment charges | $ 0 | $ 0 | $ 0 |
Revenue, Remaining performance obligation | 324,800,000 | ||
Prepaid Expenses and Other Current Assets | |||
Contract With Customer Asset And Liability [Line Items] | |||
Current contract assets | 600,000 | 1,100,000 | |
Deposits and Other Assets | |||
Contract With Customer Asset And Liability [Line Items] | |||
Non-current contract assets | 700,000 | 0 | |
Current Deferred Revenue and Advanced Payments | |||
Contract With Customer Asset And Liability [Line Items] | |||
Revenue recognized from beginning deferred revenue | $ 203,100,000 | $ 188,700,000 | $ 182,600,000 |
Contract Balances - Deferred Re
Contract Balances - Deferred Revenue and Advance Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Revenue Disclosure [Abstract] | ||
Deferred product licenses revenue, Current | $ 2,825 | $ 993 |
Deferred subscription services revenue, Current | 51,861 | 35,589 |
Deferred product support revenue, Current | 155,366 | 166,477 |
Deferred other services revenue, Current | 7,376 | 6,801 |
Total current deferred revenue and advance payments | 217,428 | 209,860 |
Deferred product licenses revenue, Non-current | 2,742 | 68 |
Deferred subscription services revenue, Non-current | 3,030 | 1,064 |
Deferred product support revenue, Non-current | 6,387 | 6,203 |
Deferred other services revenue, Non-current | 604 | 754 |
Total non-current deferred revenue and advance payments | $ 12,763 | $ 8,089 |
Contract Balances - Additiona_2
Contract Balances - Additional Information (Detail1) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2019 |
Contract With Customer Asset And Liability [Line Items] | ||
Revenue, Remaining performance obligation | $ 324.8 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | ||
Contract With Customer Asset And Liability [Line Items] | ||
Revenue, Remaining performance obligation | $ 241.5 | |
Revenue, Remaining performance obligations, Expected timing of satisfaction, Period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | ||
Contract With Customer Asset And Liability [Line Items] | ||
Revenue, Remaining performance obligations, Expected timing of satisfaction, Period |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 157,628 | $ 159,217 |
Less: accumulated depreciation and amortization | (125,317) | (122,630) |
Property and equipment, net | 32,311 | 36,587 |
Corporate Aircraft and Related Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 48,645 | 48,645 |
Computer Equipment And Purchased Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 60,375 | 61,793 |
Furniture and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,936 | 9,990 |
Leaseholds Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 28,755 | 28,872 |
Internally Developed Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,917 | $ 9,917 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |||
Depreciation and amortization | $ 6.7 | $ 8.7 | $ 11.4 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | |||
Operating lease, right of use asset | $ 61,299 | $ 66,760 | |
Operating lease, liability | 77,396 | 85,800 | |
Gain on partial lease termination | 0 | 0 | $ 2,820 |
UNITED STATES | Northern Virginia Office Space | |||
Operating Leased Assets [Line Items] | |||
Operating lease, right of use asset | 52,500 | 55,200 | |
Operating lease, liability | $ 68,200 | $ 73,600 | |
Lease term expiration date | Dec. 31, 2030 | ||
Lease option to extend, description | option for the Company to extend the term for an additional five or 10 consecutive years | ||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | ||
Lease termination fees | 1,600 | ||
Reduction in right of use assets | 4,200 | ||
Reduction in lease liability | 7,000 | ||
Gain on partial lease termination | $ 2,800 | ||
Minimum | UNITED STATES | Northern Virginia Office Space | |||
Operating Leased Assets [Line Items] | |||
Lease extension term | 5 years | ||
Maximum | UNITED STATES | Northern Virginia Office Space | |||
Operating Leased Assets [Line Items] | |||
Lease extension term | 10 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost and Other Lease (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease cost: | |||
Operating lease cost | $ 13,008 | $ 13,522 | $ 11,772 |
Short-term lease cost | 582 | 558 | 1,158 |
Variable lease cost | 514 | 1,224 | 1,382 |
Total lease cost | 14,104 | 15,304 | 14,312 |
Other information: | |||
Cash paid for amounts included in the measurement of operating lease liabilities | 14,224 | 15,772 | 17,497 |
ROU assets obtained in exchange for new operating lease liabilities | $ 1,563 | $ 2,420 | $ 743 |
Weighted average remaining lease term in years – operating leases | 7 years 6 months | 8 years 3 months 18 days | 9 years 1 month 6 days |
Weighted average discount rate – operating leases | 6.10% | 6.10% | 6.10% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating lease liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 14,446 | |
2024 | 12,798 | |
2025 | 12,429 | |
2026 | 12,569 | |
2027 | 12,116 | |
Thereafter | 31,750 | |
Total lease payments | 96,108 | |
Less: imputed interest | (18,712) | |
Total operating lease liabilities | 77,396 | $ 85,800 |
Current operating lease liabilities | $ 10,052 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities Current | |
Non-current operating lease liabilities | $ 67,344 | 76,608 |
Total | $ 77,396 | $ 85,800 |
Long-term Debt - Schedule of Ne
Long-term Debt - Schedule of Net Carrying Amount of Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total | $ 2,378,560 | $ 2,155,151 |
Convertible Senior Notes due 2025 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 640,888 | 637,882 |
Convertible Senior Notes due 2027 | Convertible Debt | ||
Debt Instrument [Line Items] | ||
Total | 1,033,277 | 1,029,263 |
Secured Notes Due Twenty Twenty Eight | ||
Debt Instrument [Line Items] | ||
Total | 489,547 | 488,006 |
Secured Term Loan Due Twenty Twenty Five | ||
Debt Instrument [Line Items] | ||
Total | 204,688 | 0 |
Other Long-Term Secured Debt | ||
Debt Instrument [Line Items] | ||
Total | $ 10,160 | $ 0 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||||
Mar. 23, 2022 USD ($) | Jun. 14, 2021 USD ($) | Jun. 30, 2022 USD ($) | Feb. 28, 2021 USD ($) d $ / shares | Dec. 31, 2020 USD ($) d $ / shares | Dec. 31, 2022 USD ($) Bitcoin shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) $ / shares | |
Debt Instrument [Line Items] | ||||||||
Short-term, net carrying value | $ 454,000 | $ 0 | ||||||
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. | |||||||
Proceeds from debt | $ 487,200,000 | |||||||
Number of digital assets held as collateral | Bitcoin | 14,890 | |||||||
Latest date through which Company may redeem some or all of the 2028 secured notes | Jun. 15, 2024 | |||||||
Debt instrument, redemption description | At any time and from time to time prior to June 15, 2024, the Company may redeem some or all of the 2028 Secured Notes at a redemption price equal to 100% of the principal amount of the 2028 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “make-whole” premium as set forth in the 2028 Secured Notes Indenture. At any time and from time to time on or after June 15, 2024, the Company may redeem some or all of the 2028 Secured Notes at the redemption prices described in the 2028 Secured Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to June 15, 2024, but not more than once during each consecutive twelve-month period, the Company may redeem up to 10% of the aggregate principal amount of the 2028 Secured Notes at a redemption price equal to 103% of the principal amount of the 2028 Secured Notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time prior to June 15, 2024, the Company may redeem, on one or more occasions, up to 40% of the aggregate principal amount of the 2028 Secured Notes with the proceeds of certain equity offerings, at a redemption price equal to 106.125% of the principal amount of the 2028 Secured Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company experiences a Change of Control or Fundamental Change (each as defined in the 2028 Secured Notes Indenture), the Company may be required to offer to repurchase the 2028 Secured Notes at a purchase price equal to 101% of their principal amount plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. In certain circumstances, the Company must use certain of the proceeds from a sale of assets to make an offer to repurchase 2028 Secured Notes at a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. | |||||||
Convertible Senior Notes due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 650,000,000 | $ 650,000,000 | ||||||
Interest rate, fixed percentage | 0.75% | 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 | |||||||
Customary offering expense | $ 15,300,000 | $ 15,300,000 | ||||||
Effective interest rate percentage | 6.82% | 1.23% | 6.82% | |||||
Total Interest Expense Paid | $ 4,900,000 | 4,900,000 | $ 0 | |||||
Carrying amount of the equity component after deducting liability component | $ 153,500,000 | $ 153,500,000 | ||||||
Debt issuance costs attributed to liability component | 11,600,000 | |||||||
Debt issuance costs attributed to equity component | $ 3,600,000 | |||||||
Convertible Senior Notes due 2025 | Fundamental Change | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | |||||||
Convertible Senior Notes due 2025 | Events of Default | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal accrued and unpaid interest | 100% | |||||||
Convertible Senior Notes due 2025 | Minimum | Events of Default | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum percentage principal amount of holders required to declare the principal of, and accrued and unpaid interest, on Notes is due and payable upon an event of default | 25% | |||||||
Convertible Senior Notes due 2025 | Class A | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial conversion rate | 2.5126 | |||||||
Price per share | $ / shares | $ 1,000 | $ 1,000 | ||||||
Initial conversion price | $ / shares | $ 397.99 | 397.99 | ||||||
Number of shares convertible from notes | shares | 1,633,190 | |||||||
Convertible Senior Notes due 2025 | Class A | Early Conversion by Noteholders before June 15, 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, earliest date | Apr. 01, 2021 | |||||||
Debt instrument, convertible, trading days | d | 20 | |||||||
Debt instrument, convertible, consecutive trading days | d | 30 | |||||||
Convertible Senior Notes due 2025 | Class A | Early Conversion by Noteholders before June 15, 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, trading days | d | 5 | |||||||
Debt instrument, convertible, consecutive trading days | d | 5 | |||||||
Trading price per share | $ / shares | $ 1,000 | $ 1,000 | ||||||
Convertible Senior Notes due 2025 | Class A | Redeemable by Company after December 20, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, earliest date | Dec. 20, 2023 | |||||||
Debt instrument, convertible, trading days | d | 20 | |||||||
Debt instrument, convertible, consecutive trading days | d | 30 | |||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | |||||||
Convertible Senior Notes due 2025 | Class A | Minimum | Early Conversion by Noteholders before June 15, 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price percentage applicable trading days | 130% | |||||||
Convertible Senior Notes due 2025 | Class A | Minimum | Redeemable by Company after December 20, 2023 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price percentage applicable trading days | 130% | |||||||
Convertible Senior Notes due 2025 | Class A | Maximum | Early Conversion by Noteholders before June 15, 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price percentage applicable trading days | 98% | |||||||
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 (the “2027 Convertible Notes Indenture”). 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 | |||||||
Customary offering expense | $ 24,200,000 | |||||||
Effective interest rate percentage | 0.39% | |||||||
Convertible Senior Notes due 2027 | Fundamental Change | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | |||||||
Convertible Senior Notes due 2027 | Events of Default | ||||||||
Debt Instrument [Line Items] | ||||||||
Percentage of principal accrued and unpaid interest | 100% | |||||||
Convertible Senior Notes due 2027 | Minimum | Events of Default | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum percentage principal amount of holders required to declare the principal of, and accrued and unpaid interest, on Notes is due and payable upon an event of default | 25% | |||||||
Convertible Senior Notes due 2027 | Class A | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial conversion rate | 0.6981 | |||||||
Price per share | $ / shares | $ 1,000 | |||||||
Initial conversion price | $ / shares | $ 1,432.46 | |||||||
Number of shares convertible from notes | shares | 733,005 | |||||||
Convertible Senior Notes due 2027 | Class A | Early Conversion by Noteholders before August 15, 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, earliest date | Jul. 01, 2021 | |||||||
Debt instrument, convertible, trading days | d | 20 | |||||||
Debt instrument, convertible, consecutive trading days | d | 30 | |||||||
Convertible Senior Notes due 2027 | Class A | Early Conversion by Noteholders before August 15, 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, trading days | d | 5 | |||||||
Debt instrument, convertible, consecutive trading days | d | 5 | |||||||
Trading price per share | $ / shares | $ 1,000 | |||||||
Convertible Senior Notes due 2027 | Class A | Redeemable by Company after February 20, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, convertible, earliest date | Feb. 20, 2024 | |||||||
Debt instrument, convertible, trading days | d | 20 | |||||||
Debt instrument, convertible, consecutive trading days | d | 30 | |||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | |||||||
Convertible Senior Notes due 2027 | Class A | Minimum | Early Conversion by Noteholders before August 15, 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price percentage applicable trading days | 130% | |||||||
Convertible Senior Notes due 2027 | Class A | Minimum | Redeemable by Company after February 20, 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price percentage applicable trading days | 130% | |||||||
Convertible Senior Notes due 2027 | Class A | Maximum | Early Conversion by Noteholders before August 15, 2026 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price percentage applicable trading days | 98% | |||||||
Convertible Senior Notes due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Total Interest Expense Paid | $ 0 | 0 | ||||||
Secured Notes Due Twenty Twenty Eight | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate, fixed percentage | 6.125% | |||||||
Customary offering expense | $ 12,800,000 | |||||||
Effective interest rate percentage | 6.58% | |||||||
Total Interest Expense Paid | $ 30,600,000 | $ 15,400,000 | ||||||
Debt instrument springing maturity date 1 | Sep. 15, 2025 | |||||||
Debt instrument springing maturity date 2 | Nov. 16, 2026 | |||||||
Unencumbered existing digital assets | Bitcoin | 57,460 | |||||||
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 condition FCCR liquidity percentage | 130% | |||||||
Springing maturity condition 1 liquidity percentage | 130% | |||||||
Springing maturity condition 2 liquidity percentage | 130% | |||||||
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 | |||||||
Customary offering expense | $ 400,000 | |||||||
Effective interest rate percentage | 3.87% | |||||||
Total Interest Expense Paid | $ 7,700,000 | |||||||
Secured overnight financing rate 30 Day average | Secured Overnight Financing Rate 30 Day Average | |||||||
Debt instrument, basis spread on variable rate | 3.70% | |||||||
Variable Interest Rate Floor | 3.75% | |||||||
Debt instrument monthly payable beginning date | 2022-05 | |||||||
Premium or penalty for prepayments description | There is no premium or penalty for prepayments made after March 23, 2024 | |||||||
LTV Percentage Maximum | 50 | |||||||
Number of bitcoins remained unencumbered | Bitcoin | 82,991 | |||||||
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 less than 50% (the “Maximum LTV Ratio”). As a result, MacroStrategy is required to maintain more than $410.0 million of bitcoin in the Bitcoin Collateral 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 equals or exceeds the Maximum LTV Ratio, 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). During 2022, as the price of bitcoin declined causing the LTV Ratio to increase, MacroStrategy deposited an aggregate of 15,153 additional bitcoins into the Bitcoin Collateral Account to help ensure that the LTV Ratio remained below the Maximum LTV Ratio. As of December 31, 2022, approximately 34,619 bitcoins were held in the Bitcoin Collateral Account and approximately 82,991 bitcoins remained unencumbered at MacroStrategy. 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% | |||||||
LTV ratio maximum after return of excess collateral | 25% | |||||||
Additional number of bitcoins held in account to maintain LTV ratio | Bitcoin | 15,153 | |||||||
Number of bitcoins held in collateral account | Bitcoin | 34,619 | |||||||
Number of bitcoins remained unencumbered | Bitcoin | 82,991 | |||||||
Cash reserve | $ 5,000,000 | |||||||
Secured Term Loan Due Twenty Twenty Five | Events of Default | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase interest accrual rate percentage | 2% | |||||||
Secured Term Loan Due Twenty Twenty Five | Minimum | Collateral Pledged | ||||||||
Debt Instrument [Line Items] | ||||||||
Bitcoin Collateral Account required limit | $ 410,000,000 | |||||||
Secured Term Loan Due Twenty Twenty Five | Maximum | Collateral Pledged | ||||||||
Debt Instrument [Line Items] | ||||||||
LTV Percentage Cure 1 | 25% | |||||||
LTV Percentage Cure 2 | 35% | |||||||
LTV Percentage maximum for return of excess collateral | 25% | |||||||
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% | |||||||
Other Long-Term Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 11,100,000 | $ 10,900,000 | ||||||
Interest rate, fixed percentage | 5.20% | |||||||
Debt instrument, maturity year month | 2027-06 | |||||||
Net carrying value | 10,600,000 | |||||||
Short-term, net carrying value | $ 500,000 |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Net Carrying Amount of Liability Component (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Outstanding principal amount | $ 1,700,000 | $ 1,700,000 | |
Unamortized Issuance Costs | (25,835) | (32,855) | |
Net Carrying Value | 1,674,165 | 1,667,145 | |
December 31, 2022 | 758,800 | 1,831,054 | |
Convertible Senior Notes due 2025 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Outstanding principal amount | 650,000 | 650,000 | $ 650,000 |
Unamortized debt discount | (152,075) | ||
Unamortized Issuance Costs | (9,112) | (12,118) | (11,559) |
Net Carrying Value | 640,888 | 637,882 | $ 486,366 |
December 31, 2022 | 364,000 | 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 | (16,723) | (20,737) | |
Net Carrying Value | 1,033,277 | 1,029,263 | |
December 31, 2022 | 394,800 | 774,375 | |
Secured Notes Due Twenty Twenty Eight | |||
Debt Instrument [Line Items] | |||
Outstanding principal amount | 500,000 | 500,000 | |
Unamortized Issuance Costs | (10,453) | (11,994) | |
December 31, 2022 | 369,800 | 502,530 | |
2028 Secured Notes, Net Carrying Amount' | 489,547 | $ 488,006 | |
Secured Term Loan Due Twenty Twenty Five | |||
Debt Instrument [Line Items] | |||
Outstanding principal amount | 205,000 | ||
Unamortized Issuance Costs | (312) | ||
December 31, 2022 | 205,000 | ||
2028 Secured Notes, Net Carrying Amount' | $ 204,688 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest Expense Related to Notes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual Interest Expense | $ 4,875 | $ 4,875 | |
Amortization of Issuance Costs | 7,020 | 6,403 | |
Total interest expense | 11,895 | 11,278 | |
Convertible Senior Notes due 2025 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual Interest Expense | 4,875 | 4,875 | $ 271 |
Amortization of debt discount | 1,452 | ||
Amortization of Issuance Costs | 3,006 | 2,970 | 91 |
Total interest expense | 7,881 | 7,845 | $ 1,814 |
Convertible Senior Notes due 2027 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual Interest Expense | 0 | 0 | |
Amortization of Issuance Costs | 4,014 | 3,433 | |
Total interest expense | 4,014 | 3,433 | |
Secured Notes Due Twenty Twenty Eight | |||
Debt Instrument [Line Items] | |||
Contractual Interest Expense | 30,625 | 16,674 | |
Amortization of Issuance Costs | 1,541 | 798 | |
Total interest expense | 32,166 | $ 17,472 | |
Secured Term Loan Due Twenty Twenty Five | |||
Debt Instrument [Line Items] | |||
Contractual Interest Expense | 9,006 | ||
Amortization of Issuance Costs | 103 | ||
Total interest expense | $ 9,109 |
Long-term Debt - Schedule of _3
Long-term Debt - Schedule of Net Carrying Amount of Equity Component (Detail) - Convertible Senior Notes due 2025 $ in Thousands | Dec. 31, 2020 USD ($) |
Debt Instrument [Line Items] | |
Debt discount for conversion option | $ 153,500 |
Convertible Debt | |
Debt Instrument [Line Items] | |
Debt discount for conversion option | 153,527 |
Issuance costs allocated to equity | (3,602) |
Deferred tax liability, net of deferred tax asset, related to debt discount and issuance costs | (42,115) |
Net carrying amount of equity | $ 107,810 |
Long-term Debt - Schedule of Ma
Long-term Debt - Schedule of Maturities of Debt Instruments (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
2023 | $ 513 |
2024 | 539 |
2025 | 1,355,569 |
2026 | 600 |
2027 | 1,058,633 |
Thereafter | 0 |
Total | 2,415,854 |
Convertible Senior Notes due 2025 | |
Debt Instrument [Line Items] | |
2023 | 0 |
2024 | 0 |
2025 | 650,000 |
2026 | 0 |
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 | 500,000 |
2026 | 0 |
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 |
Other Long-Term Secured Debt | |
Debt Instrument [Line Items] | |
2023 | 513 |
2024 | 539 |
2025 | 569 |
2026 | 600 |
2027 | 8,633 |
Thereafter | 0 |
Total | $ 10,854 |
Future Minimum Payments Related
Future Minimum Payments Related to Noncancelable Purchase Agreements and Anticipated Payments Related to One-Time Transition Tax (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2023 | $ 14,594 |
2024 | 5,510 |
2025 | 1,249 |
2026 | 1,182 |
2027 | 251 |
Thereafter | 22 |
Total future minimum payments related to non cancelable purchase agreements | 22,808 |
2023 | 5,534 |
2024 | 7,379 |
2025 | 9,223 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Total anticipated payments related to one-time transition tax | $ 22,136 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Aug. 31, 2022 USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Chairman of the Board of Directors and Executive Chairman's personal income taxes involved with civil complaint in the District of Columbia | $ 25 |
Schedule of Components of (Loss
Schedule of Components of (Loss) Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ (1,362,230) | $ (854,610) | $ (53,250) |
Foreign | 39,765 | 43,221 | 33,297 |
Loss before income taxes | $ (1,322,465) | $ (811,389) | $ (19,953) |
Schedule of Provision for (Bene
Schedule of Provision for (Benefit from) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Components Of Income Tax Expense Benefit Continuing Operations [Abstract] | |||
Federal, Current | $ 9,278 | $ (4,622) | $ 1,861 |
State, Current | 5,362 | 2,184 | 1,445 |
Foreign, Current | 8,139 | 5,533 | 5,221 |
Income tax expense (benefit), Current, total | 22,779 | 3,095 | 8,527 |
Federal, Deferred | 89,581 | (204,784) | (15,038) |
State, Deferred | 34,521 | (74,796) | (6,269) |
Foreign, Deferred | 451 | 576 | 351 |
Income tax expense (benefit), Deferred, total | 124,553 | (279,004) | (20,956) |
Total provision (benefit) | $ 147,332 | $ (275,909) | $ (12,429) |
Schedule of Effective Income Ta
Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense at federal statutory rate | 21% | 21% | 21% |
State taxes, net of federal tax effect | 7.30% | 9.10% | 18% |
Foreign earnings taxed at different rates | 0.10% | 0.40% | 21.70% |
Withholding tax | (0.10%) | (0.10%) | (12.50%) |
Other international components | 0% | (0.20%) | 0.30% |
Change in valuation allowance | (38.60%) | 0% | 2.70% |
Non-deductible officers compensation | (0.30%) | (1.00%) | (12.50%) |
Research and development tax credit | 0.10% | 0.80% | 19.90% |
Share-based compensation | (0.10%) | 4% | 11.80% |
Other permanent differences | (0.50%) | 0% | (8.10%) |
Total | (11.10%) | 34% | 62.30% |
Schedule of Effective Tax Rate
Schedule of Effective Tax Rate for (Loss) Income Before Income Taxes (Detail) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Effective Tax Rates [Line Items] | |||
Effective tax rates | (11.10%) | 34% | 62.30% |
U.S. | |||
Schedule Of Effective Tax Rates [Line Items] | |||
Effective tax rates | (10.20%) | 33% | 33.80% |
Foreign | |||
Schedule Of Effective Tax Rates [Line Items] | |||
Effective tax rates | 21.60% | 14.10% | 16.70% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||
Deferred tax liability on undistributed foreign earnings | $ 2,231,000 | $ 1,682,000 | |
Gross unrecognized tax benefits | 6,100,000 | ||
Unrecognized tax benefits would impact the effective tax rate | 5,900,000 | ||
Accumulated interest accrued | 276,000 | 272,000 | $ 295,000 |
Valuation allowances | 511,412,000 | 999,000 | |
U.S | |||
Income Taxes [Line Items] | |||
Cash and cash equivalents and short-term investments | 14,800,000 | 13,100,000 | |
Operating loss carryforwards | $ 0 | 0 | |
U.S | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Tax years subject to examination | 2019 | ||
Foreign | |||
Income Taxes [Line Items] | |||
Cash and cash equivalents and short-term investments | $ 29,000,000 | 50,300,000 | |
Deferred tax liability on undistributed foreign earnings | 2,200,000 | ||
Foreign earnings repatriated | 44,700,000 | 57,500,000 | |
Operating loss carryforwards | $ 3,300,000 | $ 4,100,000 | |
ITALY | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Tax years subject to examination | 2017 | ||
Poland | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Tax years subject to examination | 2017 | ||
Spain | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Tax years subject to examination | 2019 | ||
Germany | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Tax years subject to examination | 2019 | ||
United Kingdom | Earliest Tax Year | |||
Income Taxes [Line Items] | |||
Tax years subject to examination | 2021 |
Schedule of Components of Defer
Schedule of Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Components Of Deferred Tax Assets And Liabilities [Abstract] | ||
Deferred tax assets, Net operating loss carryforwards | $ 723 | $ 968 |
Deferred tax assets, Tax credits | 1,677 | 3,844 |
Deferred tax assets, Intangible assets, including capitalized R&D | 41,082 | 20,963 |
Deferred tax assets, Deferred revenue | 24,747 | 13,954 |
Deferred tax assets, Accrued Compensation | 6,602 | 6,290 |
Deferred tax assets, Share-based compensation expense | 23,305 | 15,493 |
Deferred tax assets, Digital asset impairment losses | 607,659 | 258,458 |
Deferred tax assets, Disallowed interest | 1,239 | 5,532 |
Deferred tax assets, Other | 721 | 1,889 |
Deferred tax assets before valuation allowance | 707,755 | 327,391 |
Deferred tax assets, Valuation allowance | (511,412) | (999) |
Deferred tax assets, net of valuation allowance | 196,343 | 326,392 |
Deferred tax liabilities, Prepaid expenses and other | 4,372 | 2,101 |
Deferred tax liabilities, Property and equipment | 1,786 | 2,936 |
Deferred tax liability on undistributed foreign earnings | 2,231 | 1,682 |
Total deferred tax liabilities | 8,389 | 6,719 |
Total net deferred tax asset | 187,954 | 319,673 |
Deferred tax assets, net | 188,152 | 319,782 |
Non-current deferred tax liabilities | $ (198) | $ (109) |
Schedule of Change in Unrecogni
Schedule of Change in Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Uncertainties [Abstract] | |||
Unrecognized income tax benefits at beginning of year | $ 5,960 | $ 4,293 | $ 1,563 |
(Decrease) increase related to positions taken in prior period | (67) | 1,082 | 2,580 |
Increase related to positions taken in current period | 318 | 1,146 | 283 |
Decrease related to settlement with tax authorities | (40) | 0 | 0 |
Decrease related to expiration of statute of limitations | (360) | (561) | (133) |
Unrecognized income tax benefits at end of year | 5,811 | 5,960 | 4,293 |
Accrued interest | 276 | 272 | 295 |
Gross unrecognized income tax benefits at end of year | $ 6,087 | $ 6,232 | $ 4,588 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2019 | |
Stock Option Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected dividend yield | 0% | 0% | 0% | |||
Options outstanding, shares | 1,577,000 | 1,167,000 | 1,157,000 | 1,634,000 | ||
Share-settled Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate fair value of stock option vested | $ 12.3 | $ 3.3 | ||||
Unrecognized compensation expense expected to be recognized | 2 years 8 months 12 days | |||||
Restricted stock units outstanding | 120,000 | 105,000 | 74,000 | 0 | ||
Share-settled restricted stock units vested | 28,180 | 17,004 | 0 | |||
Number of shares withheld to satisfy tax obligations | 9,467 | 5,857 | ||||
Shares issued | 18,713 | 11,147 | ||||
Granted, weighted average grant date fair value (in dollars per share) | $ 246.17 | $ 736.46 | $ 192.43 | |||
Unrecognized share-based compensation expense | $ 38 | |||||
Granted | 60,000 | 58,000 | 76,000 | |||
2013 Equity Plan | Stock Option Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock options vested | 245,500 | 200,625 | 200,000 | |||
Aggregate fair value of stock option vested | $ 35.8 | $ 11 | $ 11.2 | |||
Weighted average grant date fair value of stock option awards | $ 201.64 | $ 372.05 | $ 49.68 | |||
Share-based compensation expense recognized | $ 48.3 | $ 32 | $ 10.1 | |||
Unrecognized share-based compensation expense | $ 132.2 | |||||
Unrecognized compensation expense expected to be recognized | 2 years 8 months 12 days | |||||
2013 Equity Plan | Share-settled Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Share-based compensation expense recognized | $ 13.4 | $ 8 | $ 0.5 | |||
Restricted stock units outstanding | 119,617 | |||||
2013 Equity Plan | Other Stock-based Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted | 0 | 9,000 | 0 | |||
Outstanding | 10,250 | |||||
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 | $ 0.5 | $ 1.4 | $ 0.6 | |||
Unrecognized compensation expense expected to be recognized | 2 years 1 month 6 days | |||||
Unrecognized share-based compensation expense | $ 0.3 | |||||
2013 Equity Plan | Cash Settled RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted | 0 | 900 | 0 | |||
Outstanding | 525 | |||||
2013 Equity Plan | Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, stock authorized | 2,750,000 | 2,300,000 | ||||
Shares of class A common stock reserved and available for future issuance | 75,662 | |||||
2013 Equity Plan | Class A | Stock Option Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding, shares | 1,576,879 | |||||
2013 Equity Plan | Class A | Stock Option Awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation award expiration period | 10 years | |||||
Vesting period | 4 years | |||||
2021 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense recognized | $ 2.4 | $ 2.6 | ||||
Unrecognized compensation expense expected to be recognized | 2 months 12 days | |||||
Unrecognized share-based compensation expense | $ 0.5 | |||||
Percentage of discounted share purchase right | 15% | |||||
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 | 79,463 | |||||
Common stock, shares issued | 15,925 | 4,612 | ||||
Share Purchase Price Description | shares are purchased at a price equal to 85% of the lesser of the closing price of the Company’s class A common stock on the first or last business day of the offering period, respectively | |||||
Purchase price of common stock, percentage of fair market value | 85% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used | the intrinsic value of the 15% discounted share purchase rights and the fair value of the look-back provision using the Black-Scholes valuation model, recognized on a straight-line basis over the offering period. The grant date is the offering period commencement date. |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - Stock Option Awards - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options outstanding, shares | |||
Beginning Balance | 1,167 | 1,157 | 1,634 |
Granted | 440 | 305 | 118 |
Exercised | (9) | (269) | (348) |
Forfeited/Expired | (21) | (26) | (247) |
Ending Balance | 1,577 | 1,167 | 1,157 |
Exercisable as of December 31, 2022 | 807 | ||
Expected to vest as of December 31, 2022 | 770 | ||
Total | 1,577 | ||
Weighted Average Exercise Price Per Share | |||
Beginning Balance | $ 268.74 | $ 139.48 | $ 141.60 |
Granted | 346.15 | 676.10 | 146.76 |
Exercised | 137.51 | 151.19 | 146.80 |
Forfeited/Expired | 498.69 | 499.11 | 146.63 |
Ending Balance | 288.30 | $ 268.74 | $ 139.48 |
Exercisable as of December 31, 2022 | 180.26 | ||
Expected to vest as of December 31, 2022 | 401.45 | ||
Total | $ 288.30 | ||
Aggregate Intrinsic Value | |||
Exercised | $ 1,469 | $ 163,427 | $ 29,994 |
Exercisable as of December 31, 2022 | 9,755 | ||
Expected to vest as of December 31, 2022 | 326 | ||
Total | $ 10,081 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Exercisable as of December 31, 2022 | 3 years 8 months 12 days | ||
Expected to vest as of December 31, 2022 | 8 years 8 months 12 days | ||
Total | 6 years 1 month 6 days |
Schedule of Range of Exercise P
Schedule of Range of Exercise Prices per Share (Detail) - Stock Option Awards shares in Thousands | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares, Stock Options Outstanding | shares | 1,577 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 288.30 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 6 years 1 month 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 | 919 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 138.56 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 4 years 2 months 12 days |
200.01 - 300.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of Exercise Prices per Share, minimum | $ 200.01 |
Range of Exercise Prices per Share, maximum | $ 300 |
Shares, Stock Options Outstanding | shares | 80 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 239.61 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 9 years 7 months 6 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 | 323 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 408.66 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 9 years 1 month 6 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 | 255 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 691.23 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 8 years 1 month 6 days |
Assumptions Used in Black-Schol
Assumptions Used in Black-Scholes Pricing Model (Detail) - Stock Option Awards | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 6 years 3 months 18 days |
Expected volatility, minimum | 58.40% | 56.80% | 33.60% |
Expected volatility, maximum | 75.50% | 59% | 34.60% |
Risk-free interest rate, minimum | 1.90% | 0.80% | 0.30% |
Risk-free interest rate, maximum | 3.90% | 1.10% | 0.50% |
Expected dividend yield | 0% | 0% | 0% |
Summary of Share-Settled Restri
Summary of Share-Settled Restricted Stock Unit Activity (Detail) - Share-settled Restricted Stock Units - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares/Units | |||
Beginning Balance | 105 | 74 | 0 |
Granted | 60 | 58 | 76 |
Vested | (28) | (17) | 0 |
Forfeited | (17) | (10) | (2) |
Ending Balance | 120 | 105 | 74 |
Expected to vest as of December 31, 2022 | 120 | ||
Aggregate Intrinsic Value | |||
Vested | $ 6,604 | $ 13,803 | $ 0 |
Expected to vest as of December 31, 2022 | $ 16,934 |
Summary of Components of Tax (b
Summary of Components of Tax (benefit) Expense Related To Equity Plan (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Tax (benefit) expense related to: | |||
Share-based compensation expense | $ (12,155) | $ (8,260) | $ (2,028) |
Exercises of stock options and vesting of share-settled restricted stock units | 1,370 | (37,664) | (3,196) |
Total tax benefit related to the Company's equity plans | $ (10,785) | $ (45,924) | $ (5,224) |
Basic and Diluted Loss per Sh_3
Basic and Diluted Loss per Share - Computation of Basic and Diluted Loss per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Earnings Loss Per Share [Line Items] | ||||
Net loss | $ (1,469,797) | $ (535,480) | $ (7,524) | |
Total weighted average shares of common stock outstanding | 11,321 | 10,020 | 9,684 | |
Loss per share: | ||||
Basic loss per share | [1] | $ (129.83) | $ (53.44) | $ (0.78) |
Diluted loss per share | [1] | $ (129.83) | $ (53.44) | $ (0.78) |
Class A | ||||
Earnings Loss Per Share [Line Items] | ||||
Total weighted average shares of common stock outstanding | 9,357 | 8,056 | 7,658 | |
Class B Convertible | ||||
Earnings Loss Per Share [Line Items] | ||||
Total weighted average shares of common stock outstanding | 1,964 | 1,964 | 2,026 | |
[1]Basic and fully diluted loss per share for class A and class B common stock are the same. |
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 Loss Per Share (Detail) - Class A - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | |||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 3,953 | 3,598 | 1,591 |
2025 Convertible Notes | |||
Class Of Stock [Line Items] | |||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 1,633 | 1,633 | 94 |
2027 Convertible Notes | |||
Class Of Stock [Line Items] | |||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 733 | 635 | 0 |
Stock Options | |||
Class Of Stock [Line Items] | |||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 1,462 | 1,233 | 1,487 |
RSU | |||
Class Of Stock [Line Items] | |||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 119 | 95 | 10 |
Employee Stock Purchase Plan | |||
Class Of Stock [Line Items] | |||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 6 | 2 | 0 |
At-the-Market Equity Offerings
At-the-Market Equity Offerings - Additional Information (Detail) - Class A - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Sep. 09, 2022 | Jun. 14, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
At Market Equity Offerings [Line Items] | ||||
Common stock, shares issued | 18,269,000 | 18,006,000 | ||
Jefferies LLC | 2021 Open Market Offering | ||||
At Market Equity Offerings [Line Items] | ||||
Cumulative aggregate offering price of shares sold under the agreement | $ 1,000 | $ 1,000 | ||
Maximum commission percentage on stock sales | 2% | |||
Common stock, shares issued | 1,413,767 | |||
Common stock, average price per share | $ 707.33 | |||
Sales commissions and expenses | $ 9.5 | |||
Proceeds from sale of class A common stock under public offerings | $ 990.5 | |||
Cowen and BTIG | 2022 Sales Agreement | ||||
At Market Equity Offerings [Line Items] | ||||
Maximum commission percentage on stock sales | 2% | |||
Common stock, shares issued | 218,575 | |||
Common stock, average price per share | $ 213.16 | |||
Sales commissions and expenses | $ 0.4 | |||
Proceeds from sale of class A common stock under public offerings | 46.2 | |||
Aggregate offering | $ 500 | |||
Direct and incremental costs | 0.4 | |||
Common stock remained available for issuance | $ 453.4 |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity, Class of Treasury Stock [Line Items] | |||
Treasury stock, shares repurchased value | $ 123,224,000 | ||
Treasury stock, shares | 8,684,000 | 8,684,000 | |
Treasury stock, cost | $ 782,104,000 | $ 782,104,000 | |
Class A | Tender Offer | |||
Equity, Class of Treasury Stock [Line Items] | |||
Treasury stock, shares repurchased | 432,313 | ||
Shares repurchased, average price per share | $ 140 | ||
Treasury stock, shares repurchased value | $ 61,300,000 | ||
Expenses and fees related to tender offer | $ 800,000 | ||
Tender offer expiration period | 2020-09 | ||
Class A | Share Repurchase Program | |||
Equity, Class of Treasury Stock [Line Items] | |||
Stock authorized to repurchase by board of directors | $ 800,000,000 | ||
Shares repurchased program expiration date | Apr. 29, 2023 | ||
Treasury stock, shares repurchased | 0 | 0 | 444,769 |
Shares repurchased, average price per share | $ 139.12 | ||
Treasury stock, shares repurchased value | $ 61,900,000 | ||
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 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Sep. 29, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||||
Maximum employee contribution to 401k | 50% | 75% | ||
Employer matching contribution percent for plan participant | 50% | |||
Defined Contribution Plan, Sponsor Location [Extensible Enumeration] | us-gaap:DomesticPlanMember | |||
Defined Contribution Plan, Tax Status [Extensible Enumeration] | us-gaap:QualifiedPlanMember | |||
Maximum contribution by participant that employer will match at 50% | 12% | |||
Maximum annual contribution by employer | $ 5,000 | |||
Employer contribution to the plan | $ 3,100,000 | $ 2,900,000 | $ 3,300,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2022 Customer Segment Country | Dec. 31, 2021 Customer Country | Dec. 31, 2020 Customer Country | |
Segment Reporting Information | |||
Number of operating segments | Segment | 1 | ||
Geographic Concentration Risk | |||
Segment Reporting Information | |||
Number of Individual Country accounted for 10% or more of total revenues | 0 | 0 | 0 |
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 | 0 |
Total Revenues Gross Profit and
Total Revenues Gross Profit and Long Lived Assets Excluding Long Term Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets | |||
Total revenues | $ 499,264 | $ 510,762 | $ 480,735 |
Gross profit | 396,275 | 418,853 | 389,680 |
Long-lived assets | 93,610 | 103,347 | |
Domestic | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenues | 298,522 | 286,131 | 279,220 |
Gross profit | 241,596 | 238,347 | 229,466 |
Long-lived assets | 83,365 | 89,817 | |
EMEA | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenues | 152,614 | 171,140 | 155,478 |
Gross profit | 120,162 | 139,704 | 124,513 |
Long-lived assets | 6,466 | 7,874 | |
Other Regions | |||
Revenues from External Customers and Long-Lived Assets | |||
Total revenues | 48,128 | 53,491 | 46,037 |
Gross profit | 34,517 | 40,802 | $ 35,701 |
Long-lived assets | $ 3,779 | $ 5,656 |
Related Party Transaction - Add
Related Party Transaction - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||
Aug. 30, 2022 | Jun. 24, 2022 | Jun. 12, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||||
Excess commercial policy | $ 10,000,000 | |||||||
Aggregate covered amount under initial commercial policies | $ 30,000,000 | |||||||
Board of Directors & Executive Chairman | Original Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Initial term | 90 days | |||||||
One time payment fee | $ 388,945 | |||||||
Coverage amount | $ 40,000,000 | 40,000,000 | ||||||
Additional amount | 388,945 | $ 388,945 | ||||||
Related party transaction, description | In return, the Company paid Mr. Saylor $388,945 for each of the initial and successive 90-day terms. | |||||||
Board of Directors & Executive Chairman | Renewed Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
Initial term | 90 days | |||||||
One time payment fee | $ 388,945 | |||||||
Coverage amount | $ 40,000,000 | |||||||
Related party transaction, description | In return, the Company paid Mr. Saylor a one-time fee of $388,945 for the initial 90-day term (the “Renewal Payment”). | |||||||
Refund of pro rate portion of previous payment | $ 337,086 | |||||||
Board of Directors & Executive Chairman | Excess Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
One time payment fee | $ 600,000 | |||||||
Related party transaction, description | The Company paid Mr. Saylor $600,000 for a one-year term under the Excess Agreement | |||||||
Excess indemnity coverage payable | $ 10,000,000 | |||||||
Refund of pro rate portion of previous payment | 489,863 | |||||||
Board of Directors & Executive Chairman | Tail Agreement | ||||||||
Related Party Transaction [Line Items] | ||||||||
One time payment fee | 150,000 | |||||||
Coverage amount | $ 40,000,000 | |||||||
Additional amount | $ 150,000 | $ 150,000 | $ 150,000 | |||||
Related party transaction, description | pursuant to the terms of the Tail Agreement, the Company elected to extend the term of the Tail Agreement for additional 90-day periods and paid Mr. Saylor $150,000 for each such extension. | pursuant to the terms of the Tail Agreement, the Company elected to extend the term of the Tail Agreement for additional 90-day periods and paid Mr. Saylor $150,000 for each such extension. | $150,000 for a 90-day term under the Tail Agreement. | |||||
Extended term | 90 days | 90 days | 90 days | |||||
Board of Directors & Executive Chairman | Tail Agreement | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Additional amount | $ 150,000 | |||||||
Related party transaction, description | pursuant to the terms of the Tail Agreement, the Company elected to extend the term of the Tail Agreement for additional 90-day periods and paid Mr. Saylor $150,000 for each such extension. | |||||||
Extended term | 90 days |
Valuation And Qualifying Accoun
Valuation And Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Allowance for Credit Losses | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Balance at the beginning of the period | $ 2,775 | $ 2,760 | $ 1,637 | |
Additions | [1] | 383 | 669 | 1,550 |
Deduction | (594) | (654) | (427) | |
Balance at the end of the period | 2,564 | 2,775 | 2,760 | |
Valuation Allowance of Deferred Tax Assets | ||||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||||
Balance at the beginning of the period | 999 | 1,259 | 2,130 | |
Additions | [1] | 510,488 | 0 | 10 |
Deduction | (75) | (260) | (881) | |
Balance at the end of the period | $ 511,412 | $ 999 | $ 1,259 | |
[1]Reductions in/charges to revenues and expenses. |