Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 21, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | MSTR | |
Entity Registrant Name | MICROSTRATEGY INCORPORATED | |
Entity Central Index Key | 0001050446 | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Class A common stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 000-24435 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 51-0323571 | |
Entity Address, Address Line One | 1850 Towers Crescent Plaza | |
Entity Address, City or Town | Tysons Corner | |
Entity Address, State or Province | VA | |
Entity Address, Postal Zip Code | 22182 | |
City Area Code | 703 | |
Local Phone Number | 848-8600 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 8,393,584 | |
Class B Convertible | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,964,025 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 56,975 | $ 59,675 |
Restricted cash | 1,149 | 1,084 |
Accounts receivable, net | 123,748 | 197,461 |
Prepaid expenses and other current assets | 15,750 | 14,400 |
Total current assets | 197,622 | 272,620 |
Digital assets | 2,405,739 | 1,054,302 |
Property and equipment, net | 38,133 | 42,975 |
Right-of-use assets | 68,755 | 73,597 |
Deposits and other assets | 14,857 | 15,615 |
Deferred tax assets, net | 261,138 | 6,503 |
Total assets | 2,986,244 | 1,465,612 |
Current liabilities: | ||
Accounts payable, accrued expenses, and operating lease liabilities | 45,454 | 45,119 |
Accrued compensation and employee benefits | 47,759 | 49,249 |
Deferred revenue and advance payments | 160,697 | 191,250 |
Total current liabilities | 253,910 | 285,618 |
Long-term debt, net | 2,153,034 | 486,366 |
Deferred revenue and advance payments | 8,302 | 14,662 |
Operating lease liabilities | 78,939 | 84,328 |
Other long-term liabilities | 28,934 | 33,382 |
Deferred tax liabilities | 1,811 | 8,211 |
Total liabilities | 2,524,930 | 912,567 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred stock undesignated, $0.001 par value; 5,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Additional paid-in capital | 1,118,761 | 763,051 |
Treasury stock, at cost; 8,684 shares and 8,684 shares, respectively | (782,104) | (782,104) |
Accumulated other comprehensive loss | (6,781) | (3,885) |
Retained earnings | 131,419 | 575,965 |
Total stockholders’ equity | 461,314 | 553,045 |
Total liabilities and stockholders’ equity | 2,986,244 | 1,465,612 |
Class A | ||
Stockholders’ Equity | ||
Common stock | 17 | 16 |
Total stockholders’ equity | 17 | 16 |
Class B Convertible | ||
Stockholders’ Equity | ||
Common stock | 2 | 2 |
Total stockholders’ equity | $ 2 | $ 2 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 17,078,000 | 16,307,000 |
Common stock, shares outstanding | 8,394,000 | 7,623,000 |
Class B Convertible | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 165,000,000 | 165,000,000 |
Common stock, shares issued | 1,964,000 | 1,964,000 |
Common stock, shares outstanding | 1,964,000 | 1,964,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Revenues: | |||||
Total revenues | $ 127,994 | $ 127,408 | $ 376,247 | $ 349,416 | |
Cost of revenues: | |||||
Total cost of revenues | 22,319 | 21,736 | 67,906 | 70,270 | |
Gross profit | 105,675 | 105,672 | 308,341 | 279,146 | |
Operating expenses: | |||||
Sales and marketing | 38,209 | 35,330 | 116,728 | 109,799 | |
Research and development | 28,211 | 26,638 | 86,242 | 78,606 | |
General and administrative | 23,751 | 19,733 | 68,397 | 60,514 | |
Digital asset impairment losses | 65,165 | 44,242 | 684,034 | 44,242 | |
Total operating expenses | 155,336 | 125,943 | 955,401 | 293,161 | |
Income (loss) from operations | (49,661) | (20,271) | (647,060) | (14,015) | |
Interest (expense) income, net | (10,723) | 209 | (17,520) | 2,627 | |
Other income (expense), net | 1,264 | (2,971) | 1,631 | (4,532) | |
(Loss) income before income taxes | (59,120) | (23,033) | (662,949) | (15,920) | |
(Benefit from) provision for income taxes | (22,984) | (8,804) | (217,446) | (5,735) | |
Net (loss) income | $ (36,136) | $ (14,229) | $ (445,503) | $ (10,185) | |
Basic (loss) earnings per share | [1] | $ (3.61) | $ (1.48) | $ (45.47) | $ (1.04) |
Weighted average shares outstanding used in computing basic loss per share | 9,999 | 9,616 | 9,798 | 9,777 | |
Diluted (loss) earnings per share | [1] | $ (3.61) | $ (1.48) | $ (45.47) | $ (1.04) |
Weighted average shares outstanding used in computing diluted loss per share | 9,999 | 9,616 | 9,798 | 9,777 | |
Product licenses | |||||
Revenues: | |||||
Total revenues | $ 25,830 | $ 29,573 | $ 69,261 | $ 56,973 | |
Cost of revenues: | |||||
Total cost of revenues | 383 | 545 | 1,290 | 1,729 | |
Subscription services | |||||
Revenues: | |||||
Total revenues | 10,853 | 8,305 | 31,221 | 24,294 | |
Cost of revenues: | |||||
Total cost of revenues | 4,282 | 3,656 | 11,720 | 11,512 | |
Total product licenses and subscription services | |||||
Revenues: | |||||
Total revenues | 36,683 | 37,878 | 100,482 | 81,267 | |
Cost of revenues: | |||||
Total cost of revenues | 4,665 | 4,201 | 13,010 | 13,241 | |
Product support | |||||
Revenues: | |||||
Total revenues | 70,387 | 71,352 | 212,063 | 212,548 | |
Cost of revenues: | |||||
Total cost of revenues | 4,679 | 5,679 | 14,353 | 19,234 | |
Other services | |||||
Revenues: | |||||
Total revenues | 20,924 | 18,178 | 63,702 | 55,601 | |
Cost of revenues: | |||||
Total cost of revenues | $ 12,975 | $ 11,856 | $ 40,543 | $ 37,795 | |
[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) INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (36,136) | $ (14,229) | $ (445,503) | $ (10,185) |
Other comprehensive (loss) income, net of applicable taxes: | ||||
Foreign currency translation adjustment | (1,457) | 2,612 | (2,896) | 2,898 |
Unrealized gain (loss) on short-term investments | 0 | (325) | 0 | (147) |
Total other comprehensive (loss) income | (1,457) | 2,287 | (2,896) | 2,751 |
Comprehensive loss | $ (37,593) | $ (11,942) | $ (448,399) | $ (7,434) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjusted Balance | Class A | Class ACumulative Effect, Period of Adoption, Adjusted Balance | Class B Convertible | Class B ConvertibleCumulative Effect, Period of Adoption, Adjusted Balance | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjusted Balance | Treasury Stock | Treasury StockCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Cumulative Effect, Period of Adoption, Adjusted Balance | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjusted Balance |
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 | 15,888,000 | 2,035,000 | (7,807,000) | |||||||||||
Net (loss) income | 657 | $ 0 | $ 0 | 0 | $ 0 | 0 | 657 | |||||||
Other comprehensive income (loss) | (547) | 0 | 0 | 0 | 0 | (547) | 0 | |||||||
Issuance of class A common stock under stock option plans | 340 | $ 0 | $ 0 | 340 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under stock option plans (in shares) | 3,000 | 0 | 0 | |||||||||||
Purchases of treasury stock | (50,747) | $ 0 | $ 0 | 0 | $ (50,747) | 0 | 0 | |||||||
Purchases of treasury stock (in shares) | 0 | 0 | (355,000) | |||||||||||
Share-based compensation expense | 3,164 | $ 0 | $ 0 | 3,164 | $ 0 | 0 | 0 | |||||||
Ending Balance at Mar. 31, 2020 | 461,426 | $ 16 | $ 2 | 597,087 | $ (709,627) | (10,198) | 584,146 | |||||||
Ending Balance (in shares) at Mar. 31, 2020 | 15,891,000 | 2,035,000 | (8,162,000) | |||||||||||
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 | 15,888,000 | 2,035,000 | (7,807,000) | |||||||||||
Net (loss) income | (10,185) | |||||||||||||
Other comprehensive income (loss) | 2,751 | |||||||||||||
Ending Balance at Sep. 30, 2020 | 389,292 | $ 16 | $ 2 | 604,974 | $ (782,104) | (6,900) | 573,304 | |||||||
Ending Balance (in shares) at Sep. 30, 2020 | 15,937,000 | 2,014,000 | (8,684,000) | |||||||||||
Beginning Balance at Mar. 31, 2020 | 461,426 | $ 16 | $ 2 | 597,087 | $ (709,627) | (10,198) | 584,146 | |||||||
Beginning Balance (in shares) at Mar. 31, 2020 | 15,891,000 | 2,035,000 | (8,162,000) | |||||||||||
Net (loss) income | 3,387 | $ 0 | $ 0 | 0 | $ 0 | 0 | 3,387 | |||||||
Other comprehensive income (loss) | 1,011 | 0 | 0 | 0 | 0 | 1,011 | 0 | |||||||
Issuance of class A common stock under stock option plans | 1,562 | $ 0 | $ 0 | 1,562 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under stock option plans (in shares) | 12,000 | 0 | 0 | |||||||||||
Purchases of treasury stock | (11,128) | $ 0 | $ 0 | 0 | $ (11,128) | 0 | 0 | |||||||
Purchases of treasury stock (in shares) | 0 | 0 | (90,000) | |||||||||||
Share-based compensation expense | 2,202 | $ 0 | $ 0 | 2,202 | $ 0 | 0 | 0 | |||||||
Ending Balance at Jun. 30, 2020 | 458,460 | $ 16 | $ 2 | 600,851 | $ (720,755) | (9,187) | 587,533 | |||||||
Ending Balance (in shares) at Jun. 30, 2020 | 15,903,000 | 2,035,000 | (8,252,000) | |||||||||||
Net (loss) income | (14,229) | $ 0 | $ 0 | 0 | $ 0 | 0 | (14,229) | |||||||
Other comprehensive income (loss) | 2,287 | 0 | 0 | 0 | 0 | 2,287 | 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) | 21,000 | (21,000) | ||||||||||||
Issuance of class A common stock under stock option plans | 1,714 | $ 0 | $ 0 | 1,714 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under stock option plans (in shares) | 13,000 | 0 | 0 | |||||||||||
Purchases of treasury stock | (61,349) | $ 0 | $ 0 | 0 | $ (61,349) | 0 | 0 | |||||||
Purchases of treasury stock (in shares) | 0 | 0 | (432,000) | |||||||||||
Share-based compensation expense | 2,409 | $ 0 | $ 0 | 2,409 | $ 0 | 0 | 0 | |||||||
Ending Balance at Sep. 30, 2020 | 389,292 | $ 16 | $ 2 | 604,974 | $ (782,104) | (6,900) | 573,304 | |||||||
Ending Balance (in shares) at Sep. 30, 2020 | 15,937,000 | 2,014,000 | (8,684,000) | |||||||||||
Net (loss) income | 2,661 | $ 0 | $ 0 | 0 | $ 0 | 0 | 2,661 | |||||||
Other comprehensive income (loss) | 3,015 | 0 | 0 | 0 | 0 | 3,015 | 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) | 50,000 | (50,000) | ||||||||||||
Issuance of class A common stock under stock option plans | 47,466 | $ 0 | $ 0 | 47,466 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under stock option plans (in shares) | 320,000 | 0 | 0 | |||||||||||
Share-based compensation expense | 2,801 | $ 0 | $ 0 | 2,801 | $ 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 | 16,307,000 | 1,964,000 | (8,684,000) | |||||||||||
Accounting Standards Update Description | ASU 2020-06 | |||||||||||||
Net (loss) income | $ (110,020) | $ 0 | $ 0 | 0 | $ 0 | 0 | (110,020) | |||||||
Other comprehensive income (loss) | (1,836) | 0 | 0 | 0 | 0 | (1,836) | 0 | |||||||
Issuance of class A common stock under stock option plans | 23,854 | $ 0 | $ 0 | 23,854 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under stock option plans (in shares) | 159,000 | 0 | 0 | |||||||||||
Share-based compensation expense | 6,848 | $ 0 | $ 0 | 6,848 | $ 0 | 0 | 0 | |||||||
Ending Balance at Mar. 31, 2021 | 365,038 | $ 16 | $ 2 | 685,943 | $ (782,104) | (5,721) | 466,902 | |||||||
Ending Balance (in shares) at Mar. 31, 2021 | 16,466,000 | 1,964,000 | (8,684,000) | |||||||||||
Beginning 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 |
Beginning Balance (in shares) at Dec. 31, 2020 | 16,307,000 | 1,964,000 | (8,684,000) | |||||||||||
Net (loss) income | (445,503) | |||||||||||||
Other comprehensive income (loss) | (2,896) | |||||||||||||
Ending Balance at Sep. 30, 2021 | 461,314 | $ 17 | $ 2 | 1,118,761 | $ (782,104) | (6,781) | 131,419 | |||||||
Ending Balance (in shares) at Sep. 30, 2021 | 17,078,000 | 1,964,000 | (8,684,000) | |||||||||||
Beginning Balance at Mar. 31, 2021 | 365,038 | $ 16 | $ 2 | 685,943 | $ (782,104) | (5,721) | 466,902 | |||||||
Beginning Balance (in shares) at Mar. 31, 2021 | 16,466,000 | 1,964,000 | (8,684,000) | |||||||||||
Net (loss) income | (299,347) | $ 0 | $ 0 | 0 | $ 0 | 0 | (299,347) | |||||||
Other comprehensive income (loss) | 397 | 0 | 0 | 0 | 0 | 397 | 0 | |||||||
Issuance of class A common stock under stock option plans | 244 | $ 0 | 0 | 244 | 0 | 0 | 0 | |||||||
Issuance of class A common stock under stock option plans (in shares) | 2 | |||||||||||||
Share-based compensation expense | 11,087 | $ 0 | 0 | 11,087 | 0 | 0 | 0 | |||||||
Ending Balance at Jun. 30, 2021 | 77,419 | $ 16 | $ 2 | 697,274 | $ (782,104) | (5,324) | 167,555 | |||||||
Ending Balance (in shares) at Jun. 30, 2021 | 16,468,000 | 1,964,000 | (8,684,000) | |||||||||||
Net (loss) income | (36,136) | $ 0 | $ 0 | 0 | $ 0 | 0 | (36,136) | |||||||
Other comprehensive income (loss) | (1,457) | 0 | 0 | 0 | 0 | (1,457) | 0 | |||||||
Issuance of class A common stock under stock option plans | 7,282 | $ 0 | $ 0 | 7,282 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under stock option plans (in shares) | 50,000 | 0 | 0 | |||||||||||
Issuance of class A common stock under employee stock purchase plans | 2,854 | $ 0 | $ 0 | 2,854 | $ 0 | 0 | 0 | |||||||
Issuance of class A common stock under employee stock purchase plans, (in shares) | 5,000 | 0 | ||||||||||||
Share-based compensation expense | 11,883 | $ 0 | $ 0 | 11,883 | 0 | 0 | 0 | |||||||
Issuance of class A common stock under public offerings | 399,469 | $ 1 | $ 0 | 399,468 | 0 | 0 | 0 | |||||||
Issuance of class A common stock under public offerings, (in shares) | 555,000 | 0 | ||||||||||||
Ending Balance at Sep. 30, 2021 | $ 461,314 | $ 17 | $ 2 | $ 1,118,761 | $ (782,104) | $ (6,781) | $ 131,419 | |||||||
Ending Balance (in shares) at Sep. 30, 2021 | 17,078,000 | 1,964,000 | (8,684,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities: | ||
Net (loss) income | $ (445,503) | $ (10,185) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 8,639 | 9,342 |
Reduction in carrying amount of right-of-use assets | 6,190 | 6,134 |
Credit losses and sales allowances | 748 | 1,874 |
Net realized gain on short-term investments | 0 | (94) |
Deferred taxes | (221,328) | (13,341) |
Release of liabilities for unrecognized tax benefits | (152) | 0 |
Share-based compensation expense | 30,973 | 7,897 |
Digital asset impairment losses | 684,034 | 44,242 |
Amortization of issuance costs on long-term debt | 5,084 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 10,634 | 6,439 |
Prepaid expenses and other current assets | (1,693) | 391 |
Deposits and other assets | (594) | (175) |
Accounts payable and accrued expenses | (606) | 902 |
Accrued compensation and employee benefits | (1,698) | (7,221) |
Deferred revenue and advance payments | 24,385 | (12,385) |
Operating lease liabilities | (7,714) | (7,148) |
Other long-term liabilities | (813) | 1,625 |
Net cash provided by operating activities | 90,586 | 28,297 |
Investing activities: | ||
Purchases of digital assets | (2,035,471) | (425,000) |
Proceeds from redemption of short-term investments | 0 | 119,886 |
Purchases of property and equipment | (1,882) | (1,162) |
Purchases of short-term investments | 0 | (9,928) |
Net cash used in investing activities | (2,037,353) | (316,204) |
Financing activities: | ||
Proceeds from convertible senior notes | 1,050,000 | 0 |
Proceeds from senior secured notes | 500,000 | 0 |
Proceeds from sale of class A common stock under exercise of employee stock options | 31,380 | 3,616 |
Purchases of treasury stock | 0 | (122,480) |
Net cash provided by (used in) financing activities | 1,946,169 | (118,864) |
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted cash | (2,037) | 2,839 |
Net decrease in cash, cash equivalents, and restricted cash | (2,635) | (403,932) |
Cash, cash equivalents, and restricted cash, beginning of period | 60,759 | 457,816 |
Cash, cash equivalents, and restricted cash, end of period | 58,124 | 53,884 |
Employee Stock Purchase Plan [Member] | ||
Financing activities: | ||
Proceeds from issuance of class A common stock under employee stock purchase plan | 2,854 | 0 |
Class A | ||
Financing activities: | ||
Proceeds from sale of class A common stock under public offerings | 403,970 | 0 |
Issuance costs paid related to sale of class A common stock under public offerings | (4,501) | 0 |
Convertible Senior Notes | ||
Financing activities: | ||
Issuance costs paid | (24,742) | 0 |
Senior Secured Notes | ||
Financing activities: | ||
Issuance costs paid | $ (12,792) | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | (1) Summary of Significant Accounting Policies (a) Basis of Presentation The accompanying Consolidated Financial Statements of MicroStrategy Incorporated (“MicroStrategy” or the “Company”) are unaudited. In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed. Interim results are not necessarily indicative of results for a full year. As discussed in Note 2, 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 The Consolidated Financial Statements and Notes to Consolidated Financial Statements are presented as required by the United States Securities and Exchange Commission (“SEC”) and do not contain certain information included in the Company’s annual financial statements and notes. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. During 2021, the Company made the following significant changes in its accounting policies, which are discussed further below: • adoption of accounting policies related to senior secured notes; • changes to the expected stock price volatility assumption in the Black-Scholes valuation model used to determine the fair value of certain awards granted under the 2013 Stock Incentive Plan (as amended, the “2013 Equity Plan”); • adoption of accounting policies related to the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), including determination of the grant date fair value; and • adoption of ASU 2020-06 and its impact on accounting for convertible debt arrangements and diluted earnings per share calculations. 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 subsequent event that would require recognition or disclosure. (b) Debt Arrangements As discussed in Note 6, 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. The embedded conversion features in each of the convertible notes are indexed to the Company’s own 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 the convertible and secured notes as a liability on its Consolidated Balance Sheet, offset by the issuance costs associated with each offering. The issuance costs are amortized to interest expense using the effective interest method over the expected term of each of the notes. (c) Share-based Compensation The Company maintains 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 the first quarter of 2021, the Company adopted the 2021 ESPP, and in May 2021, the Company’s stockholders approved 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 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. 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 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. Beginning in 2021, the Company estimates 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 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 remaining assumptions in the Black-Scholes valuation model have not changed significantly since December 31, 2020. 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 . See Note 10, 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. (d) 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 common shares and participating securities outstanding during the period. Participating securities are included in the basic earnings per share calculation when dilutive. Diluted earnings per share is determined by dividing the net income attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding during the period. Potential common shares are included in the diluted earnings per share calculation when dilutive. Potential common shares consisting of class A common stock issuable upon the exercise of outstanding 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 common shares 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 common shares 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 2, Recent Accounting Standards, to the Consolidated Financial Statements for further information regarding the differences in the if-converted and treasury stock methods. |
Recent Accounting Standards
Recent Accounting Standards | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Standards | (2) 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): December 31, 2020 Effect of the Adoption January 1, 2021 Consolidated Balance Sheet As Reported of ASU 2020-06 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 prospectively and others retrospectively. The adoption of this guidance did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows . Prior periods have not been adjusted and no cumulative-effect adjustment to retained earnings was made. |
Digital Assets
Digital Assets | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Digital Assets | (3) Digital Assets The Company accounts for its digital assets as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) 350, Intangibles—Goodwill and Other During the nine months ended September 30, 2021, the Company purchased approximately 43,573 bitcoins for $2.035 billion in cash, including cash from the net proceeds related to the issuance of its convertible senior notes due 2027 and its senior secured notes due 2028, and the sale of its class A common stock offered under the Open Market Sale Agreement described in Note 11, Common Equity and Earnings per Share, to the Consolidated Financial Statements. During the nine months ended September 30, 2020, the Company purchased approximately 38,250 bitcoins for $425.0 million in cash, including cash from the liquidation of short-term investments. During the three months ended September 30, 2021, MacroStrategy LLC (“MacroStrategy”) was extended short-term trade credits by Coinbase Credit, Inc., an affiliate of Coinbase, Inc. (the entity that operates the Coinbase exchange, the Company’s principal market). MacroStrategy is the Company’s subsidiary formed to hold bitcoins and digital assets that are not included in the collateral securing the Company’s senior secured notes due 2028, discussed in Note 6, Long-term Debt, to the Consolidated Financial Statements. The trade credits allowed MacroStrategy to purchase bitcoin in advance of using cash funds in its trading account. The trade credits were due and payable within days after they were extended. Certain of MacroStrategy’s assets, including bitcoin, were subject to a first priority security interest and lien in order to secure the repayment of the trade credits. MacroStrategy only requested trade credits where cash funding was imminent from confirmed sales of stock under the Company’s Open Market Sale Agreement. As of September 30, 2021, MacroStrategy had no outstanding trade credits payable. MacroStrategy may request further such trade credits from Coinbase Credit, Inc.; however, Coinbase Credit, Inc. has no obligation to issue further trade credits. MacroStrategy has no intention to request trade credits in the future unless cash funding under the Company’s Open Market Sale Agreement is imminent. During the three and nine months ended September 30, 2021, the Company incurred $65.2 million and $684.0 million, respectively, of impairment losses on its bitcoin, which were recognized as “Digital asset impairment losses” in the Company’s Consolidated Statement of Operations. During the three and nine months ended September 30, 2020, the Company incurred $44.2 million of impairment losses on its bitcoin. As of September 30, 2021, the carrying value of the Company’s approximately 114,042 bitcoins was $2.406 billion, which reflects cumulative impairments of $754.7 million. As of December 31, 2020, the carrying value of the Company’s approximately 70,469 bitcoins was $1.054 billion, which reflected cumulative impairments of $70.7 million. 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 September 30, 2021 or December 31, 2020, respectively, and not as of September 30, 2021 or December 31, 2020, respectively. The Company did not sell any of its bitcoins during the three and nine months ended September 30, 2021 and 2020, respectively. As of September 30, 2021, approximately 13,449 of the bitcoins held by the Company serve as part of the collateral for the Company’s senior secured notes due 2028, as further described in Note 6, Long-term Debt, to the Consolidated Financial Statements. |
Contract Balances
Contract Balances | 9 Months Ended |
Sep. 30, 2021 | |
Contract With Customer Asset And Liability [Abstract] | |
Contract Balances | (4) Contract Balances The Company invoices its customers in accordance with billing schedules established in each contract. The Company’s rights to consideration from customers are presented separately in the Company’s Consolidated Balance Sheets depending on whether those rights are conditional or unconditional. The Company presents unconditional rights to consideration from customers within “Accounts receivable, net” in its Consolidated Balance Sheets. All of the Company’s contracts are generally non-cancellable and/or non-refundable, and therefore an unconditional right generally exists when the customer is billed or amounts are billable per the contract. Accounts receivable (in thousands) consisted of the following, as of: September 30, December 31, 2021 2020 Billed and billable $ 126,118 $ 200,221 Less: allowance for credit losses (2,370 ) (2,760 ) Accounts receivable, net $ 123,748 $ 197,461 Changes in the allowance for credit losses were not material for the three and nine months ended September 30, 2021. In estimating its allowance for credit losses as of September 30, 2021, the Company considered the impact from the pandemic caused by a novel strain of coronavirus (“COVID-19”) and established additional risk pools and reserves relating to customers in certain geographic areas and industries, in addition to separately assessing the reserves for certain customers that have been granted extended payment terms. Rights to consideration that are subject to a condition other than the passage of time are considered contract assets and presented within “Prepaid expenses and other current assets” in the Consolidated Balance Sheets since the rights to consideration are expected to become unconditional and transfer to accounts receivable within one year. Contract assets generally consist of accrued sales and usage-based royalty revenue. In these arrangements, consideration is not billed or billable until the royalty reporting is received, generally in the subsequent quarter, at which time the contract asset transfers to accounts receivable and a true-up adjustment is recorded to revenue. These true-up adjustments are generally not material. During the three and nine months ended September 30, 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 assets included in “Prepaid expenses and other current assets” in the Consolidated Balance Sheets consisted of $1.2 million and $1.1 million in accrued sales and usage-based royalty revenue as of September 30, 2021 and December 31, 2020, respectively. Contract liabilities are amounts received or due from customers in advance of the Company transferring the software or services to the customer. In the case of multi-year service contracts arrangements, the Company generally does not invoice more than one year in advance of services and does not record deferred revenue for amounts that have not been invoiced. The Company’s “Accounts receivable, net” and “Deferred revenue and advance payments” balances in the Consolidated Balance Sheets include unpaid amounts related to contracts under which the Company has an enforceable right to invoice the customer for non-cancellable and/or non-refundable software and services. Changes in accounts receivable and changes in deferred revenue and advance payments are presented net of these unpaid amounts in “Operating activities” in the Consolidated Statements of Cash Flows. Deferred revenue and advance payments (in thousands) from customers consisted of the following, as of: September 30, December 31, 2021 2020 Current: Deferred product licenses revenue $ 2,315 $ 1,495 Deferred subscription services revenue 23,089 26,258 Deferred product support revenue 130,339 156,216 Deferred other services revenue 4,954 7,281 Total current deferred revenue and advance payments $ 160,697 $ 191,250 Non-current: Deferred product licenses revenue $ 74 $ 139 Deferred subscription services revenue 590 8,758 Deferred product support revenue 6,973 5,055 Deferred other services revenue 665 710 Total non-current deferred revenue and advance payments $ 8,302 $ 14,662 During the three and nine months ended September 30, 2021, the Company recognized revenues of $38.9 million and $164.9 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2021. During the three and nine months ended September 30, 2020, the Company recognized revenues of $37.3 million and $160.5 million, respectively, from amounts included in the total deferred revenue and advance payments balances at the beginning of 2020. For the three and nine months ended September 30, 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 contract balances and are instead included in the following remaining performance obligation disclosure. As of September 30, 2021, the Company had an aggregate transaction price of $198.9 million allocated to the remaining performance obligation related to product support, subscription services, other services, and, in limited cases, product licenses contracts. The Company expects to recognize $168.3 million within the next 12 months and the remainder thereafter |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | (5) 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. As of September 30, 2021, the Company’s right-of-use (“ROU”) assets and total lease liabilities were $58.6 million and $77.6 million, respectively, for leases in the United States and $10.2 million and $11.1 million, respectively, for foreign leases. As of December 31, 2020, the Company’s ROU assets and total lease liabilities were $62.2 million and $82.9 million, respectively, for leases in the United States and $11.4 million and $12.2 million, respectively, for foreign leases. The Company’s most significant lease is for its corporate headquarters in Northern Virginia. The ROU asset and total lease liability related to the Company’s corporate headquarters lease were $56.2 million and $75.2 million, respectively, as of September 30, 2021, and $59.0 million and $79.7 million, respectively, as of December 31, 2020. During the nine months ended September 30, 2021, $2.4 million of ROU assets were obtained in exchange for new operating lease liabilities. During the nine months ended September 30, 2020, $0.7 million of ROU assets were obtained in exchange for new operating lease liabilities. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | (6) Long-term Debt As of September 30, 2021, the net carrying value of the Company’s long-term debt consisted of the following (in thousands): September 30, 2021 2025 Convertible Notes $ 637,136 2027 Convertible Notes 1,028,262 2028 Secured Notes 487,636 Total $ 2,153,034 Convertible Senior Notes In December 2020, the Company issued $650.0 million aggregate principal amount of 0.750% Convertible Senior Notes due 2025 (the “2025 Convertible Notes”) in a private offering. The 2025 Convertible Notes are senior unsecured obligations of the Company and bear interest at a fixed rate of 0.750% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021. Holders of the 2025 Convertible Notes may receive additional interest under specified circumstances as outlined in the indenture relating to the issuance of the 2025 Convertible Notes (the “2025 Convertible Notes Indenture”). The 2025 Convertible Notes will mature on December 15, 2025, unless earlier converted, redeemed, or repurchased in accordance with their terms. The total net proceeds from the 2025 Convertible Notes offering, after deducting initial purchaser discounts and issuance costs, were approximately $634.7 million. In February 2021, the Company issued $1.050 billion aggregate principal amount of 0% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”) in a private offering. The 2027 Convertible Notes are senior unsecured obligations of the Company and do not bear regular interest. However, holders of the 2027 Convertible Notes may receive special interest under specified circumstances as outlined in the indenture relating to the issuance of the 2027 Convertible Notes (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 September 30, 2021, 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 nine months ended September 30, 2021, the 2025 Convertible Notes were convertible at the option of the holders of the 2025 Convertible Notes during the second quarter of 2021 only. During the nine months ended September 30, 2021, the 2027 Convertible Notes were not convertible at any time. No conversions of the Convertible Notes occurred during the three and nine months ended September 30, 2021. The Convertible Notes may be convertible in future periods if one or more of the conversion conditions is satisfied during future measurement periods. As of September 30, 2021, the last reported sale price of the Company’s class A common stock for at least 20 trading days during the 30 consecutive trading days ending on, and including, September 30, 2021 was greater than or equal to 130% of the conversion price of the 2025 Convertible Notes on each applicable trading day. Therefore, the 2025 Convertible Notes are convertible at the option of the holders of the 2025 Convertible Notes during the fourth quarter of 2021. As discussed in Note 2, Recent Accounting Standards, to the Consolidated Financial Statements, the Company adopted ASU 2020-06 effective January 1, 2021. 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 own stock and meet the criteria for classification in stockholders’ equity and therefore do not qualify for separate derivative accounting. 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. As of September 30, 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 Sheet. The following is a summary of the Company’s convertible debt instruments as of September 30, 2021 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ (12,864 ) $ 637,136 $ 1,058,915 Level 2 2027 Convertible Notes 1,050,000 (21,738 ) 1,028,262 771,782 Level 2 Total $ 1,700,000 $ (34,602 ) $ 1,665,398 $ 1,830,697 The fair value of the Convertible Notes is determined using observable market data other than quoted prices, specifically the last traded price at the end of the reporting period of identical instruments in the over-the-counter market (Level 2). For the three and nine months ended September 30, 2021 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 1,218 $ 744 $ 1,962 $ 3,656 $ 2,224 $ 5,880 2027 Convertible Notes 0 1,000 1,000 0 2,432 2,432 Total $ 1,218 $ 1,744 $ 2,962 $ 3,656 $ 4,656 $ 8,312 The Company did not pay any interest expense related to the 2025 Convertible Notes during the three months ended September 30, 2021. For the nine months ended September 30, 2021, the Company paid $2.5 million in interest expense related to the 2025 Senior Secured Notes On June 14, 2021, the Company issued $500.0 million aggregate principal amount of 6.125% Senior Secured Notes due 2028 (the “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 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 LLC and certain other excluded assets. MacroStrategy LLC 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 and bitcoins purchased by MacroStrategy LLC from contributions made to it by the Company with the proceeds from sales of the Company’s class A common stock under the Open Market Sale Agreement described in Note 11, Common Equity and Earnings per Share, 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 LLC 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 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. 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 September 30, 2021. 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 September 30, 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 Sheet. The following is a summary of the Company’s 2028 Secured Notes as of September 30, 2021 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ (12,364 ) $ 487,636 $ 505,700 Level 2 The fair value of the 2028 Secured Notes is determined using observable market data other than quoted prices, specifically the last traded price at the end of the reporting period of identical instruments in the over-the-counter market (Level 2). For the three and nine months ended September 30, 2021 Three months ended September 30, 2021 Nine months ended September 30, 2021 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 7,656 $ 363 $ 8,019 $ 9,017 $ 428 $ 9,445 The Company did not pay any interest expense related to the 2028 Secured Notes during the three and nine months ended September 30, 2021. Contractual Obligations The following table shows the future contractual payments related to the Company’s debt instruments (semi-annual interest payments and principal upon maturity), based on the expected due dates of the various installments as of September 30, 2021 (in thousands). The contractual principal payments related to the 2028 Secured Notes are included in the table below based on their stated maturity date of June 15, 2028 and the Company’s expectation that the springing maturity feature of the 2028 Secured Notes will not be triggered. Payments due by period ended September 30, 2025 Convertible Notes 2027 Convertible Notes 2028 Secured Notes Total 2022 $ 4,875 $ 0 $ 30,710 $ 35,585 2023 4,875 0 30,625 35,500 2024 4,875 0 30,625 35,500 2025 4,875 0 30,625 35,500 2026 652,451 0 30,625 683,076 Thereafter 0 1,050,000 561,250 1,611,250 Total $ 671,951 $ 1,050,000 $ 714,460 $ 2,436,411 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (7) 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 September 30, 2021 or December 31, 2020. See Note 5, Leases, to the Consolidated Financial Statements for information regarding the Company’s commitments that are related to lease agreements. See Note 6, Long-term Debt, to the Consolidated Financial Statements for information regarding the Company’s commitments related to the Convertible Notes, which may be converted, redeemed, or repurchased prior to their respective maturity dates in accordance with their terms, and the 2028 Secured Notes, which may be redeemed or repurchased prior to their maturity date in accordance with their terms. See Note 9, Income Taxes, to the Consolidated Financial Statements for information regarding the Company’s commitments that are related to a mandatory deemed repatriation transition tax (“Transition Tax”) imposed under the U.S. Tax Cuts and Jobs Act (the “Tax Act”). (b) Contingencies Following an internal review initiated in 2018, the Company believes that its Brazilian subsidiary failed or likely failed to comply with local procurement regulations in conducting business with certain Brazilian government entities. On February 6, 2020, the Company learned that a Brazilian court authorized the Brazilian Federal Police to use certain investigative measures in its investigation into alleged corruption and procurement fraud involving certain government officials, pertaining to a particular transaction. Pursuant to this court authorization, numerous entities and individuals across Brazil were subject to the freezing of assets and other measures, including a former reseller and a former employee of the Company’s Brazilian subsidiary. On February 6, 2020, the bank accounts of the Company’s Brazilian subsidiary were also frozen up to an amount of BRL 10.0 million. On May 22, 2020, these bank accounts of the Company’s Brazilian subsidiary were unfrozen based on a court decision that found the evidence provided to support the alleged illicit origin of the relevant funds was insufficient. On October 19, 2021, an appeals court upheld the decision to unfreeze the accounts (which had remained unfrozen while the appeal was pending). This decision may be challenged within 15 days of its official publication. The transaction at issue is part of the basis of the previously reported failure or likely failure of the Brazilian subsidiary to comply with local procurement regulations. The Company is not aware of any allegations that the 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 were targets of the Federal Police investigation . The Company has also learned that Brazil’s Federal Comptroller General filed an administrative action against the Company’s Brazilian subsidiary with respect to the alleged procurement violations. These matters remain the subject of investigation by Brazilian authorities. The Company is taking measures to attempt to resolve these matters. While the Company believes that it is probable that the resolution of these Brazilian matters will result in a loss, the amount or range of loss is not reasonably estimable at this time. Given the stage of these matters, the outcome may result in a material impact on the Company’s earnings and financial results for the period in which any such liability is accrued. However, the Company believes that the outcome of these matters will not have a material effect on the Company’s financial position. On November 4, 2020, a complaint was filed against the Company in the U.S. District Court for the Eastern District of Virginia by a patent assertion entity called Daedalus Blue, LLC (“Daedalus”). In its complaint, Daedalus alleges that the Company has infringed U.S. Patent Nos. 8,341,172 (“the ’172 Patent”) and 9,032,076 (“the ’076 Patent”) based on specific functionality in the MicroStrategy platform. The ’172 Patent relates to a method for providing aggregate data access in response to a query, whereas the ’076 Patent relates to a role-based access control system. On March 1, 2021, Daedalus provided its formal infringement contentions which included additional accused functionality as part of its infringement allegations from the complaint, materially expanding the scope of its case. The Company has filed a motion to dismiss the complaint with prejudice, asking the court to rule that the asserted claims are invalid as being directed to patent ineligible matter. This matter is in the latter stage of factual discovery and the parties filed claim construction briefs with the court requesting the court construe the asserted claim terms of the patent. The court conducted a claim construction hearing on July 15, 2021. On August 17, 2021, the case was stayed by the court pending the appointment of a special master to provide assistance to the court with its claim construction order and other outstanding matters including the Company’s motion to dismiss. The outcome of this matter is not presently determinable. The Company is also involved in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, management does not expect the resolution of these legal proceedings to have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company has contingent liabilities that, in management’s judgment, are not probable of assertion. If such unasserted contingent liabilities were to be asserted, or become probable of assertion, the Company may be required to record significant expenses and liabilities in the period in which these liabilities are asserted or become probable of assertion. |
Treasury Stock
Treasury Stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Treasury Stock | (8) Treasury Stock The Board of Directors has authorized the Company’s repurchase of up to an aggregate of $800.0 million of its class A common stock from time to time on the open market through April 29, 2023 (the “Share Repurchase Program”), although the program may be suspended or discontinued by the Company at any time. The timing and amount of any shares repurchased will be determined by the Company’s management based on its evaluation of market conditions and other factors. The Share Repurchase Program may be funded using the Company’s working capital, as well as proceeds from any other funding arrangements that the Company may enter into in the future. During the three and nine months ended September 30, 2021, the Company did not repurchase any shares of its class A common stock pursuant to the Share Repurchase Program. During the three months ended September 30, 2020, the Company did not repurchase any shares of its class A common stock pursuant to the Share Repurchase Program. During the nine months ended September 30, 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 September 30, 2021, 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 September 30, 2021, $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 the three and nine months ended September 30, 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (9) Income Taxes The Company and its subsidiaries conduct business in the United States and various foreign countries and are subject to taxation in numerous domestic and foreign jurisdictions. As a result of its business activities, the Company files tax returns that are subject to examination by various U.S. federal, state, and local, and foreign tax authorities. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or foreign income tax examination by tax authorities for years before 2017. However, due to the Company’s use of state net operating loss (“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 tax years that remain subject to potential examination are Poland for tax years 2015 and forward, Germany and Italy for tax years 2016 and forward, and Spain and the United Kingdom for tax years 2017 and forward. To date there have been no material assessments related to audits in any of the applicable foreign jurisdictions. As of September 30, 2021, the Company had unrecognized tax benefits of $4.3 million, of which $2.9 million was recorded in “Other long-term liabilities” and $1.4 million was recorded in “Deferred tax assets, net” in the Company’s Consolidated Balance Sheet. If recognized, $4.3 million of these unrecognized tax benefits would impact the Company’s effective tax rate. The Company recognizes estimated accrued interest related to unrecognized income tax benefits in its (benefit from) provision for income taxes. Penalties relating to income taxes, if incurred, would also be recognized as a component of the Company’s (benefit from) provision for income taxes. Over the next 12 months, the amount of the Company’s liability for unrecognized tax benefits is not expected to change by a material amount. As of September 30, 2021, the amount of cumulative accrued interest expense on unrecognized income tax benefits was approximately $0.4 million. The following table summarizes the Company’s deferred tax assets, net of deferred tax liabilities and valuation allowance (in thousands), as of: September 30, December 31, 2021 2020 Deferred tax assets, net of deferred tax liabilities $ 260,625 $ (449 ) Valuation allowance (1,298 ) (1,259 ) Deferred tax assets, net of deferred tax liabilities and valuation allowance $ 259,327 $ (1,708 ) The valuation allowances as of September 30, 2021 and December 31, 2020 primarily related to certain foreign tax credit carryforwards that, in the Company’s present estimation, more likely than not will not be realized. In determining its tax provision or benefit from income taxes, the Company estimates its annual effective tax rate for the full fiscal year and applies that rate to its income or loss before income taxes for the current reporting period. The Company also records discrete items in each respective period as appropriate. The estimated effective tax rate is subject to fluctuation based on the level and mix of earnings and losses by tax jurisdiction, foreign tax rate differentials, and the relative impact of permanent book to tax differences (e.g., non-deductible expenses). Each quarter, a cumulative adjustment is recorded for any fluctuations in the estimated annual effective tax rate as compared to the prior quarter. As a result of these factors, and due to potential changes in the Company’s period-to-period results, fluctuations in the Company’s effective tax rate and respective tax provisions or benefits may occur. For the nine months ended September 30, 2021, the Company recorded a benefit from income taxes of $217.4 million that resulted in an effective tax rate of 32.8%, as compared to a benefit from income taxes of $5.7 million that resulted in an effective tax rate of 36.0% for the nine months ended September 30, 2020. The change in the effective tax rate in 2021 is mainly due to certain discrete items and the change in the expected proportion of U.S. versus foreign income between periods. In the United States, the Tax Act reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. Additionally, the Tax Act requires certain Global Intangible Low Taxed Income (“GILTI”) earned by controlled foreign corporations (“CFCs”) to be included in the gross income of the CFCs’ U.S. shareholder. The Company has elected the “period cost method” and treats taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred. The Tax Act allows a U.S. corporation a deduction equal to a certain percentage of its foreign-derived intangible income (“FDII”). The Company estimated the impact of the GILTI tax and FDII deduction in determining its 2021 annual effective tax rate that is reflected in its benefit from income taxes for the nine months ended September 30, 2021. The Tax Act also imposed a Transition Tax on previously untaxed accumulated and current earnings and profits of certain foreign subsidiaries of the Company. As a result of the Tax Act, the Company recorded a final tax expense of $37.2 million related to the Transition Tax, comprised of a provisional Transition Tax obligation of $40.3 million in 2017 and a subsequent $(3.1) million measurement period adjustment in 2018. As of September 30, 2021, $25.1 million of the Transition Tax was unpaid, of which $22.1 million was recorded in “Other long-term liabilities” and $ million was recorded in “Accounts payable, accrued expenses, and operating lease liabilities” in the Company’s Consolidated Balance Sheet. The Company has elected to pay the Transition Tax over an eight-year period beginning in 2018 , as permitted under the Tax Act. As of September 30, 2021 and December 31, 2020, the amount of cash and cash equivalents held by the Company’s U.S. entities was $16.4 million and $13.7 million, respectively, and by the Company’s non-U.S. entities was $40.6 million and $46.0 million, respectively. The Company earns a significant amount of its revenues outside the United States. The Company repatriated foreign earnings and profits of $186.6 million during 2020 and $57.5 million during the nine months ended September 30, 2021. As of September 30, 2021, the accumulated undistributed foreign earnings and profits is estimated to be $109.5 million. Beginning in the third quarter of 2020, the Company determined to no longer permanently reinvest its foreign earnings and profits. Therefore, the Company accrued for foreign withholding tax and U.S. state income taxes on undistributed foreign earnings in addition to the Transition Tax and GILTI tax described above. In determining the Company’s (benefit from) provision for 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, 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. According to the guidance under ASC 740, Income Taxes 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 Company is unable to regain or increase profitability in future periods, it may be required to increase the valuation allowance against the deferred tax assets, which could result in a charge that would materially adversely affect net income in the period in which the charge is incurred. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-based Compensation | (10) Share-based Compensation 2013 Stock Incentive Plan The Company’s 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 the second quarter of 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 September 30, 2021, there were 534,992 shares of class A common stock reserved and available for future issuance under the 2013 Equity Plan. Stock option awards As of September 30, 2021, there were options to purchase 1,229,829 shares of class A common stock outstanding under the 2013 Equity Plan. The following table summarizes the Company’s stock option activity (in thousands, except per share data and years) for the three months ended September 30, 2021: Stock Options Outstanding Weighted Average Aggregate Weighted Average Exercise Price Intrinsic Remaining Contractual Shares Per Share Value Term (Years) Balance as of July 1, 2021 1,280 $ 260.71 Granted 5 $ 615.57 Exercised (50 ) $ 144.64 $ 27,633 Forfeited/Expired (5 ) $ 730.42 Balance as of September 30, 2021 1,230 $ 265.00 Exercisable as of September 30, 2021 552 $ 131.41 $ 246,831 3.4 Expected to vest as of September 30, 2021 678 $ 373.86 $ 168,911 8.6 Total 1,230 $ 265.00 $ 415,742 6.3 Stock options outstanding as of September 30, 2021 are comprised of the following range of exercise prices per share (in thousands, except per share data and years): Stock Options Outstanding at September 30, 2021 Weighted Average Weighted Average Exercise Price Remaining Contractual Range of Exercise Prices per Share Shares Per Share Term (Years) $121.43 - $200.00 938 $ 137.41 5.3 $400.01 - $500.00 20 $ 470.00 9.7 $600.01 - $691.23 272 $ 689.84 9.4 Total 1,230 $ 265.00 6.3 An aggregate of 15,625 stock options with an aggregate grant date fair value of $0.8 million vested during the three months ended September 30, 2021. The weighted average grant date fair value of stock option awards using the Black-Scholes pricing model was $334.40 and $48.20 for each share subject to a stock option granted during the three months ended September 30, 2021 and 2020, respectively, based on the following assumptions: Three months ended September 30, 2021 2020 Expected term of options in years 6.3 6.3 Expected volatility 57.6 % 33.6% - 33.7% Risk-free interest rate 1.0 % 0.3% - 0.4% Expected dividend yield 0.0 % 0.0 % For the three and nine months ended September 30, 2021, the Company recognized approximately $8.9 million and $23.0 million, respectively, in share-based compensation expense from stock options granted under the 2013 Equity Plan. For the three and nine months ended September 30, 2020, the Company recognized approximately $2.4 million and $7.8 million, respectively, in share-based compensation expense from stock options granted under the 2013 Equity Plan. As of September 30, 2021, there was approximately $106.8 million of total unrecognized share-based compensation expense related to unvested stock options. The Company expects to recognize this remaining share-based compensation expense over a weighted average vesting period of approximately 3.3 years. Restricted stock units As of September 30, 2021, there were 112,746 restricted stock units outstanding under the 2013 Equity Plan, which the Company intends to settle in shares. The following table summarizes the Company’s restricted stock unit activity (in thousands) for the periods indicated: Restricted Stock Units Outstanding Aggregate Intrinsic Units Value Balance as of July 1, 2021 86 Granted 28 Vested 0 $ 0 Forfeited (1 ) Balance as of September 30, 2021 113 Expected to vest as of September 30, 2021 113 $ 65,212 No restricted stock units vested during the three months ended September 30, 2021. The weighted average grant date fair value of restricted stock units granted during the three months ended September 30, 2021 was $747.77 based on the fair value of the Company’s class A common stock. For the three and nine months ended September 30, 2021, the Company recognized approximately $2.4 million and $5.0 million, respectively, in share-based compensation expense from restricted stock units granted under the 2013 Equity Plan. No restricted stock units were granted under the 2013 Equity Plan prior to the fourth quarter of 2020. As of September 30, 2021, there was approximately $40.0 million of total unrecognized share-based compensation expense related to unvested restricted stock units. As of September 30, 2021, the Company expects to recognize this remaining share-based compensation expense over a weighted average vesting period of approximately 3.6 years. Other stock-based awards and cash-settled restricted stock units During the three months ended September 30, 2021, the Company granted no “other stock-based awards” under the 2013 Equity Plan. As of September 30, 2021, 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 the three months ended September 30, 2021, the Company granted no cash-settled restricted stock units under the 2013 Equity Plan. As of September 30, 2021, there were a total of 900 cash-settled restricted stock units outstanding under the 2013 Equity Plan. These cash-settled restricted stock units are similar to the Company’s other 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. For the three and nine months ended September 30, 2021, the Company recognized approximately $0.3 million and $1.2 million, respectively, in share-based compensation expense from other stock-based awards and cash-settled restricted stock units. For the three and nine months ended September 30, 2020, share-based compensation expense from other stock-based awards was not material. No cash-settled restricted stock units were granted under the 2013 Equity Plan prior to the first quarter of 2021. As of September 30, 2021, there was approximately $3.0 million of total unrecognized share-based compensation expense related to other stock-based awards and cash-settled restricted stock units. The Company expects to recognize this remaining share-based compensation expense over a weighted average vesting period of approximately 3.0 years, subject to additional fair value adjustments through the earlier of settlement or expiration. 2021 ESPP During the first quarter of 2021, the Company adopted the 2021 ESPP, and in the second quarter of 2021, 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. An aggregate of 100,000 shares of the Company’s class A common stock has been authorized 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. The first offering period under the 2021 ESPP commenced on February 16, 2021 and end ed on August 15, 2021 . A second offering period under the 2021 ESPP commenced on September 1, 2021 and will end on February 28, 2022. For the three and nine months ended September 30, 2021 , the Company recognized approximately $ 0.6 million and $ 1.8 million, respectively, in share-based compensation expense related to the 2021 ESPP. As of September 30, 2021 , there was approximately $ 1.3 million of total unrecognized share-based compensation expense related to the 2021 ESPP . The Company expects to recognize this remaining share-based compensation expense over a period of approximately 0.4 years . During the three months ended September 30, 2021 , 4,612 shares of class A common stock were issued in connection with the 2021 ESPP. As of September 30, 2021 , 95,388 shares of the Company’s class A common stock remained available for issuance under the 2021 ESPP. |
Common Equity and Earnings per
Common Equity and Earnings per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Common Equity and Earnings per Share | (11) Common Equity and Earnings per Share The Company has two classes of common stock: class A common stock and class B common stock. Holders of class A common stock generally have the same rights, including rights to dividends, as holders of class B common stock, except that holders of class A common stock have one vote per share while holders of class B common stock have 10 votes per share. Each share of class B common stock is convertible at any time, at the option of the holder, into one share of class A common stock. As such, basic and fully diluted earnings per share for class A common stock and for class B common stock are the same. The Company has never declared or paid any cash dividends on either class A or class B common stock. As of September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Potential shares of common stock are included in the diluted earnings per share calculation when dilutive. Potential shares of class A common stock issuable upon the exercise of outstanding stock options, the vesting of outstanding restricted stock units, and in connection with the 2021 ESPP are calculated using the treasury stock method. Potential shares of class A common stock issuable upon conversion of the Convertible Notes are calculated using the if-converted method. In computing diluted earnings per share, the Company first calculates the earnings per incremental share (“EPIS”) for each class of potential common shares and ranks the classes from the most dilutive (i.e., lowest EPIS) to the least dilutive (i.e., highest EPIS). Basic earnings per share is then adjusted for the effect of each class of shares, in sequence and cumulatively, until a particular class no longer produces further dilution. For the three and nine months ended September 30, 2021 and 2020, the following weighted average shares of potential class A common stock were excluded from the diluted loss per share calculation because their impact would have been anti-dilutive (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Stock Options 1,252 1,476 1,246 1,536 Restricted Stock Units 103 0 91 0 Employee Stock Purchase Plan 2 0 1 0 2025 Convertible Notes 1,633 0 1,633 0 2027 Convertible Notes 733 0 601 0 Total 3,723 1,476 3,572 1,536 Open Market Sale Agreement On June 14, 2021, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC, as agent (“Jefferies”), pursuant to which the Company may issue and sell shares of its class A common stock having an aggregate offering price of up to $1.0 billion from time to time through Jefferies (the “Open Market Offering”). Under the Sale Agreement, any sales of shares will be made by methods deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. Any sales of shares under the Sale Agreement will be made in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sale Agreement, but the Company has no obligation to sell any of the shares in an Open Market Offering. The Company or Jefferies may suspend or terminate the Open Market Offering upon notice to the other party and subject to other conditions. The Company has 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 Sale Agreement. The Company has also agreed to provide Jefferies with customary indemnification and contribution rights. During the three and nine months ended September 30, 2021 the Company issued and sold 555,179 shares of its class A common stock under the Sale Agreement, at an average gross price per share of approximately $727.64 which the related shares are issued and sold. As of September 30, 2021, approximately $ 596.0 million of the Company’s class A common stock remained available for issuance and sale pursuant to the Sale Agreement. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | (12) 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, excluding long-term deferred tax assets, (in thousands) according to geographic region: Geographic regions: Domestic EMEA Other Regions Consolidated Three months ended September 30, 2021 Total revenues $ 74,530 $ 40,886 $ 12,578 $ 127,994 Gross profit $ 62,526 $ 33,571 $ 9,578 $ 105,675 Three months ended September 30, 2020 Total revenues $ 78,763 $ 36,884 $ 11,761 $ 127,408 Gross profit $ 67,055 $ 29,728 $ 8,889 $ 105,672 Nine months ended September 30, 2021 Total revenues $ 213,507 $ 122,537 $ 40,203 $ 376,247 Gross profit $ 178,485 $ 99,246 $ 30,610 $ 308,341 Nine months ended September 30, 2020 Total revenues $ 206,318 $ 109,835 $ 33,263 $ 349,416 Gross profit $ 166,566 $ 86,760 $ 25,820 $ 279,146 As of September 30, 2021 Long-lived assets $ 2,508,985 $ 11,202 $ 7,297 $ 2,527,484 As of December 31, 2020 Long-lived assets $ 1,165,283 $ 11,441 $ 9,765 $ 1,186,489 The domestic region consists of the United States and Canada. The EMEA region includes operations in Europe, the Middle East, and Africa. The other regions include all other foreign countries, generally comprising Latin America and the Asia Pacific region. For the three and nine months ended September 30, 2021 and 2020, no individual foreign country accounted for 10% or more of total consolidated revenues. For the three and nine months ended September 30, 2021 and 2020, no individual customer accounted for 10% or more of total consolidated revenues. As of September 30, 2021 and December 31, 2020, no individual foreign country accounted for 10% or more of total consolidated assets. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | (13) Related Party Transaction In June 2021, Michael J. Saylor Prior to entering into the indemnification agreement with Mr. Saylor, the Company obtained and considered binding market quotes for directors’ and officers’ liability insurance policies. The Company determined that these policies would have provided insufficient coverage and would have required substantial premiums. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The accompanying Consolidated Financial Statements of MicroStrategy Incorporated (“MicroStrategy” or the “Company”) are unaudited. In the opinion of management, all adjustments necessary for a fair statement of financial position and results of operations have been included. All such adjustments are of a normal recurring nature, unless otherwise disclosed. Interim results are not necessarily indicative of results for a full year. As discussed in Note 2, 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 The Consolidated Financial Statements and Notes to Consolidated Financial Statements are presented as required by the United States Securities and Exchange Commission (“SEC”) and do not contain certain information included in the Company’s annual financial statements and notes. These financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. During 2021, the Company made the following significant changes in its accounting policies, which are discussed further below: • adoption of accounting policies related to senior secured notes; • changes to the expected stock price volatility assumption in the Black-Scholes valuation model used to determine the fair value of certain awards granted under the 2013 Stock Incentive Plan (as amended, the “2013 Equity Plan”); • adoption of accounting policies related to the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), including determination of the grant date fair value; and • adoption of ASU 2020-06 and its impact on accounting for convertible debt arrangements and diluted earnings per share calculations. 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 subsequent event that would require recognition or disclosure. |
Debt Arrangements | (b) Debt Arrangements As discussed in Note 6, 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. The embedded conversion features in each of the convertible notes are indexed to the Company’s own 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 the convertible and secured notes as a liability on its Consolidated Balance Sheet, offset by the issuance costs associated with each offering. The issuance costs are amortized to interest expense using the effective interest method over the expected term of each of the notes. |
Share-based Compensation | (c) Share-based Compensation The Company maintains 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 the first quarter of 2021, the Company adopted the 2021 ESPP, and in May 2021, the Company’s stockholders approved 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 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. 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 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. Beginning in 2021, the Company estimates 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 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 remaining assumptions in the Black-Scholes valuation model have not changed significantly since December 31, 2020. 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 . See Note 10, 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. |
Basic and Diluted Earnings Per Share | (d) 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 common shares and participating securities outstanding during the period. Participating securities are included in the basic earnings per share calculation when dilutive. Diluted earnings per share is determined by dividing the net income attributable to common stockholders by the weighted average number of common shares and potential common shares outstanding during the period. Potential common shares are included in the diluted earnings per share calculation when dilutive. Potential common shares consisting of class A common stock issuable upon the exercise of outstanding 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 common shares 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 common shares 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 2, Recent Accounting Standards, to the Consolidated Financial Statements for further information regarding the differences in the if-converted and treasury stock methods. Potential shares of common stock are included in the diluted earnings per share calculation when dilutive. Potential shares of class A common stock issuable upon the exercise of outstanding stock options, the vesting of outstanding restricted stock units, and in connection with the 2021 ESPP are calculated using the treasury stock method. Potential shares of class A common stock issuable upon conversion of the Convertible Notes are calculated using the if-converted method. In computing diluted earnings per share, the Company first calculates the earnings per incremental share (“EPIS”) for each class of potential common shares and ranks the classes from the most dilutive (i.e., lowest EPIS) to the least dilutive (i.e., highest EPIS). Basic earnings per share is then adjusted for the effect of each class of shares, in sequence and cumulatively, until a particular class no longer produces further dilution. |
Income Taxes | The Company recognizes estimated accrued interest related to unrecognized income tax benefits in its (benefit from) provision for income taxes.Additionally, the Tax Act requires certain Global Intangible Low Taxed Income (“GILTI”) earned by controlled foreign corporations (“CFCs”) to be included in the gross income of the CFCs’ U.S. shareholder. The Company has elected the “period cost method” and treats taxes due on future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred. The Tax Act allows a U.S. corporation a deduction equal to a certain percentage of its foreign-derived intangible income (“FDII”).In determining the Company’s (benefit from) provision for 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, 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. 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 Company is unable to regain or increase profitability in future periods, it may be required to increase the valuation allowance against the deferred tax assets, which could result in a charge that would materially adversely affect net income in the period in which the charge is incurred. |
Recent Accounting Standards (Ta
Recent Accounting Standards (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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): December 31, 2020 Effect of the Adoption January 1, 2021 Consolidated Balance Sheet As Reported of ASU 2020-06 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 |
Contract Balances (Tables)
Contract Balances (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Contract With Customer Asset And Liability [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable (in thousands) consisted of the following, as of: September 30, December 31, 2021 2020 Billed and billable $ 126,118 $ 200,221 Less: allowance for credit losses (2,370 ) (2,760 ) Accounts receivable, net $ 123,748 $ 197,461 |
Deferred Revenue and Advance Payments | Deferred revenue and advance payments (in thousands) from customers consisted of the following, as of: September 30, December 31, 2021 2020 Current: Deferred product licenses revenue $ 2,315 $ 1,495 Deferred subscription services revenue 23,089 26,258 Deferred product support revenue 130,339 156,216 Deferred other services revenue 4,954 7,281 Total current deferred revenue and advance payments $ 160,697 $ 191,250 Non-current: Deferred product licenses revenue $ 74 $ 139 Deferred subscription services revenue 590 8,758 Deferred product support revenue 6,973 5,055 Deferred other services revenue 665 710 Total non-current deferred revenue and advance payments $ 8,302 $ 14,662 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Instrument [Line Items] | |
Schedule of Debt | As of September 30, 2021, the net carrying value of the Company’s long-term debt consisted of the following (in thousands): September 30, 2021 2025 Convertible Notes $ 637,136 2027 Convertible Notes 1,028,262 2028 Secured Notes 487,636 Total $ 2,153,034 |
Schedule of Net Carrying Amount of Liability and Equity Component of Convertible Senior Notes | As of September 30, 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 Sheet. The following is a summary of the Company’s convertible debt instruments as of September 30, 2021 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2025 Convertible Notes $ 650,000 $ (12,864 ) $ 637,136 $ 1,058,915 Level 2 2027 Convertible Notes 1,050,000 (21,738 ) 1,028,262 771,782 Level 2 Total $ 1,700,000 $ (34,602 ) $ 1,665,398 $ 1,830,697 |
Schedule of Interest Expense Related to Notes | For the three and nine months ended September 30, 2021 Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2025 Convertible Notes $ 1,218 $ 744 $ 1,962 $ 3,656 $ 2,224 $ 5,880 2027 Convertible Notes 0 1,000 1,000 0 2,432 2,432 Total $ 1,218 $ 1,744 $ 2,962 $ 3,656 $ 4,656 $ 8,312 For the three and nine months ended September 30, 2021 Three months ended September 30, 2021 Nine months ended September 30, 2021 Contractual Amortization of Contractual Amortization of Interest Expense Issuance Costs Total Interest Expense Issuance Costs Total 2028 Secured Notes $ 7,656 $ 363 $ 8,019 $ 9,017 $ 428 $ 9,445 |
Schedule of Future Contractual Payments of Notes | Contractual Obligations The following table shows the future contractual payments related to the Company’s debt instruments (semi-annual interest payments and principal upon maturity), based on the expected due dates of the various installments as of September 30, 2021 (in thousands). The contractual principal payments related to the 2028 Secured Notes are included in the table below based on their stated maturity date of June 15, 2028 and the Company’s expectation that the springing maturity feature of the 2028 Secured Notes will not be triggered. Payments due by period ended September 30, 2025 Convertible Notes 2027 Convertible Notes 2028 Secured Notes Total 2022 $ 4,875 $ 0 $ 30,710 $ 35,585 2023 4,875 0 30,625 35,500 2024 4,875 0 30,625 35,500 2025 4,875 0 30,625 35,500 2026 652,451 0 30,625 683,076 Thereafter 0 1,050,000 561,250 1,611,250 Total $ 671,951 $ 1,050,000 $ 714,460 $ 2,436,411 |
Secured Notes Due Twenty Twenty Eight | |
Debt Instrument [Line Items] | |
Schedule of Debt | The following is a summary of the Company’s 2028 Secured Notes as of September 30, 2021 (in thousands): Outstanding Unamortized Net Carrying Fair Value Principal Amount Issuance Costs Value Amount Leveling 2028 Secured Notes $ 500,000 $ (12,364 ) $ 487,636 $ 505,700 Level 2 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Company's Deferred Tax Assets, Net of Deferred Tax Liabilities and Valuation Allowance | The following table summarizes the Company’s deferred tax assets, net of deferred tax liabilities and valuation allowance (in thousands), as of: September 30, December 31, 2021 2020 Deferred tax assets, net of deferred tax liabilities $ 260,625 $ (449 ) Valuation allowance (1,298 ) (1,259 ) Deferred tax assets, net of deferred tax liabilities and valuation allowance $ 259,327 $ (1,708 ) |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity (in thousands, except per share data and years) for the three months ended September 30, 2021: Stock Options Outstanding Weighted Average Aggregate Weighted Average Exercise Price Intrinsic Remaining Contractual Shares Per Share Value Term (Years) Balance as of July 1, 2021 1,280 $ 260.71 Granted 5 $ 615.57 Exercised (50 ) $ 144.64 $ 27,633 Forfeited/Expired (5 ) $ 730.42 Balance as of September 30, 2021 1,230 $ 265.00 Exercisable as of September 30, 2021 552 $ 131.41 $ 246,831 3.4 Expected to vest as of September 30, 2021 678 $ 373.86 $ 168,911 8.6 Total 1,230 $ 265.00 $ 415,742 6.3 |
Schedule of Range of Exercise Prices per Share | Stock options outstanding as of September 30, 2021 are comprised of the following range of exercise prices per share (in thousands, except per share data and years): Stock Options Outstanding at September 30, 2021 Weighted Average Weighted Average Exercise Price Remaining Contractual Range of Exercise Prices per Share Shares Per Share Term (Years) $121.43 - $200.00 938 $ 137.41 5.3 $400.01 - $500.00 20 $ 470.00 9.7 $600.01 - $691.23 272 $ 689.84 9.4 Total 1,230 $ 265.00 6.3 |
Assumptions Used in Black-Scholes Pricing Model | The weighted average grant date fair value of stock option awards using the Black-Scholes pricing model was $334.40 and $48.20 for each share subject to a stock option granted during the three months ended September 30, 2021 and 2020, respectively, based on the following assumptions: Three months ended September 30, 2021 2020 Expected term of options in years 6.3 6.3 Expected volatility 57.6 % 33.6% - 33.7% Risk-free interest rate 1.0 % 0.3% - 0.4% Expected dividend yield 0.0 % 0.0 % |
Summary of Restricted Stock Unit Activity | As of September 30, 2021, there were 112,746 restricted stock units outstanding under the 2013 Equity Plan, which the Company intends to settle in shares. The following table summarizes the Company’s restricted stock unit activity (in thousands) for the periods indicated: Restricted Stock Units Outstanding Aggregate Intrinsic Units Value Balance as of July 1, 2021 86 Granted 28 Vested 0 $ 0 Forfeited (1 ) Balance as of September 30, 2021 113 Expected to vest as of September 30, 2021 113 $ 65,212 |
Common Equity and Earnings pe_2
Common Equity and Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average of Potential Class A Common Stock Excluded from Computation of Earnings Per Share | For the three and nine months ended September 30, 2021 and 2020, the following weighted average shares of potential class A common stock were excluded from the diluted loss per share calculation because their impact would have been anti-dilutive (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Stock Options 1,252 1,476 1,246 1,536 Restricted Stock Units 103 0 91 0 Employee Stock Purchase Plan 2 0 1 0 2025 Convertible Notes 1,633 0 1,633 0 2027 Convertible Notes 733 0 601 0 Total 3,723 1,476 3,572 1,536 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Revenues and Long-Lived Assets, by Geographic Region | The following table presents total revenues, gross profit, and long-lived assets, excluding long-term deferred tax assets, (in thousands) according to geographic region: Geographic regions: Domestic EMEA Other Regions Consolidated Three months ended September 30, 2021 Total revenues $ 74,530 $ 40,886 $ 12,578 $ 127,994 Gross profit $ 62,526 $ 33,571 $ 9,578 $ 105,675 Three months ended September 30, 2020 Total revenues $ 78,763 $ 36,884 $ 11,761 $ 127,408 Gross profit $ 67,055 $ 29,728 $ 8,889 $ 105,672 Nine months ended September 30, 2021 Total revenues $ 213,507 $ 122,537 $ 40,203 $ 376,247 Gross profit $ 178,485 $ 99,246 $ 30,610 $ 308,341 Nine months ended September 30, 2020 Total revenues $ 206,318 $ 109,835 $ 33,263 $ 349,416 Gross profit $ 166,566 $ 86,760 $ 25,820 $ 279,146 As of September 30, 2021 Long-lived assets $ 2,508,985 $ 11,202 $ 7,297 $ 2,527,484 As of December 31, 2020 Long-lived assets $ 1,165,283 $ 11,441 $ 9,765 $ 1,186,489 |
Recent Accounting Standards - S
Recent Accounting Standards - Summary Impact of ASU 2020-06 on Opening Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Deferred tax liabilities (assets) | $ 1,811 | $ 8,211 | |
Additional paid-in capital | 1,118,761 | 763,051 | |
Retained earnings | $ 131,419 | 575,965 | |
Pre-ASU 2020-06 | |||
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 | |||
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 | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Retained earnings | $ 131,419 | $ 575,965 | |
ASU 2019-12 | Revision of Prior Period, Change in Accounting Principle, Adjustment | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Retained earnings | $ 0 |
Digital Assets - Additional Inf
Digital Assets - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Bitcoin | Sep. 30, 2020USD ($)Bitcoin | Dec. 31, 2020USD ($)Bitcoin | |
Intangible Assets Net Excluding Goodwill [Abstract] | |||||
Number of bitcoins purchased | Bitcoin | 43,573 | 38,250 | |||
Purchases of digital assets, amount | $ 2,035,471 | $ 425,000 | |||
Trade credits payable | $ 0 | 0 | |||
Digital asset impairment losses | 65,165 | $ 44,242 | $ 684,034 | 44,242 | |
Number of carrying value bitcoins | Bitcoin | 114,042 | 70,469 | |||
Digital assets | 2,405,739 | $ 2,405,739 | $ 1,054,302 | ||
Cumulative impairment of digital assets | 754,700 | $ 70,700 | |||
Sale of digital assets | $ 0 | $ 0 | $ 0 | $ 0 | |
Number of digital assets held | Bitcoin | 13,449 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Billed and billable | $ 126,118 | $ 200,221 |
Less: allowance for credit losses | (2,370) | (2,760) |
Accounts receivable, net | $ 123,748 | $ 197,461 |
Contract Balances - Additional
Contract Balances - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Contract With Customer Asset And Liability [Line Items] | |||||
Revenue, Remaining performance obligation | $ 198,900,000 | $ 198,900,000 | |||
Prepaid Expenses and Other Current Assets | |||||
Contract With Customer Asset And Liability [Line Items] | |||||
Assets impairment charges | 0 | $ 0 | 0 | $ 0 | |
Contract assets | 1,200,000 | 1,200,000 | $ 1,100,000 | ||
Current Deferred Revenue and Advanced Payments | |||||
Contract With Customer Asset And Liability [Line Items] | |||||
Revenue recognized from beginning deferred revenue | $ 38,900,000 | $ 37,300,000 | $ 164,900,000 | $ 160,500,000 |
Deferred Revenue and Advance Pa
Deferred Revenue and Advance Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Deferred Revenue Disclosure [Abstract] | ||
Deferred product licenses revenue, Current | $ 2,315 | $ 1,495 |
Deferred subscription services revenue, Current | 23,089 | 26,258 |
Deferred product support revenue, Current | 130,339 | 156,216 |
Deferred other services revenue, Current | 4,954 | 7,281 |
Total current deferred revenue and advance payments | 160,697 | 191,250 |
Deferred product licenses revenue, Non-current | 74 | 139 |
Deferred subscription services revenue, Non-current | 590 | 8,758 |
Deferred product support revenue, Non-current | 6,973 | 5,055 |
Deferred other services revenue, Non-current | 665 | 710 |
Total non-current deferred revenue and advance payments | $ 8,302 | $ 14,662 |
Contract Balances - Additiona_2
Contract Balances - Additional Information (Detail1) $ in Millions | Sep. 30, 2021USD ($) |
Contract With Customer Asset And Liability [Line Items] | |
Revenue, Remaining performance obligation | $ 198.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 | |
Contract With Customer Asset And Liability [Line Items] | |
Revenue, Remaining performance obligations, Expected timing of satisfaction, Period | 12 months |
Revenue, Remaining performance obligation | $ 168.3 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 | |
Contract With Customer Asset And Liability [Line Items] | |
Revenue, Remaining performance obligations, Expected timing of satisfaction, Period |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Operating Leased Assets [Line Items] | |||
Operating lease, right of use asset | $ 68,755 | $ 73,597 | |
Right of use asset obtained in exchange for operating lease liability | 2,400 | $ 700 | |
UNITED STATES | |||
Operating Leased Assets [Line Items] | |||
Operating lease, right of use asset | 58,600 | 62,200 | |
Operating lease, liability | 77,600 | 82,900 | |
UNITED STATES | Northern Virginia Office Space | |||
Operating Leased Assets [Line Items] | |||
Operating lease, right of use asset | 56,200 | 59,000 | |
Operating lease, liability | 75,200 | 79,700 | |
Non-US | |||
Operating Leased Assets [Line Items] | |||
Operating lease, right of use asset | 10,200 | 11,400 | |
Operating lease, liability | $ 11,100 | $ 12,200 |
Long-term Debt - Schedule of Ne
Long-term Debt - Schedule of Net Carrying Amount of Long-term Debt (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
Total | $ 2,153,034 |
Convertible Senior Notes due 2025 | Convertible Debt | |
Debt Instrument [Line Items] | |
Total | 637,136 |
Convertible Senior Notes due 2027 | Convertible Debt | |
Debt Instrument [Line Items] | |
Total | 1,028,262 |
Secured Notes Due Twenty Twenty Eight | |
Debt Instrument [Line Items] | |
Total | $ 487,636 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) | Jun. 14, 2021USD ($) | Feb. 28, 2021USD ($)d$ / shares | Dec. 31, 2020USD ($)d$ / shares | Sep. 30, 2021USD ($)d | Sep. 30, 2021USD ($)shares |
Senior Secured Notes Due Twenty Twenty Eight | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal 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 | ||||
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 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] | |||||
Aggregate principal amount | $ 650,000,000 | ||||
Interest rate, fixed percentage | 0.75% | ||||
Periodic payment description | The 2025 Convertible Notes are senior unsecured obligations of the Company and bear interest at a fixed rate of 0.750% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2021. | ||||
Payment start date | Jun. 15, 2021 | ||||
Debt instrument, maturity date | Dec. 15, 2025 | ||||
Proceeds from debt | $ 634,700,000 | ||||
Customary offering expense | $ 15,300,000 | ||||
Effective interest rate percentage | 1.23% | ||||
Total Interest Expense | $ 0 | $ 2,500,000 | |||
Convertible Senior Notes due 2025 | Fundamental Change | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100.00% | ||||
Convertible Senior Notes due 2025 | Events of Default | |||||
Debt Instrument [Line Items] | |||||
Percentage of principal accrued and unpaid interest | 100.00% | ||||
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 | 25.00% | ||||
Convertible Senior Notes due 2025 | Class A | |||||
Debt Instrument [Line Items] | |||||
Initial conversion rate | 2.5126 | ||||
Price per share | $ / shares | $ 1,000 | ||||
Initial conversion price | $ / shares | $ 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, trading days | d | 5 | ||||
Debt instrument, convertible, consecutive trading days | d | 5 | ||||
Trading price per share | $ / shares | $ 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 | 100.00% | ||||
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. 1, 2021 | ||||
Debt instrument, convertible, trading days | d | 20 | 20 | |||
Debt instrument, convertible, consecutive trading days | d | 30 | 30 | |||
Convertible Senior Notes due 2025 | Class A | Minimum | |||||
Debt Instrument [Line Items] | |||||
Conversion price percentage applicable trading days | 130.00% | ||||
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 | 130.00% | ||||
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 | 130.00% | ||||
Convertible Senior Notes due 2025 | Class A | Maximum [Member] | Early Conversion by Noteholders before June 15, 2025 | |||||
Debt Instrument [Line Items] | |||||
Conversion price percentage applicable trading days | 98.00% | ||||
Convertible Senior Notes due 2027 | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 1,050,000,000 | ||||
Interest rate, fixed percentage | 0.00% | ||||
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 | $ 24,200,000 | |||
Effective interest rate percentage | 0.39% | 0.39% | |||
Convertible Senior Notes due 2027 | Fundamental Change | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100.00% | ||||
Convertible Senior Notes due 2027 | Events of Default | |||||
Debt Instrument [Line Items] | |||||
Percentage of principal accrued and unpaid interest | 100.00% | ||||
Convertible Senior Notes due 2027 | Minimum | |||||
Debt Instrument [Line Items] | |||||
Conversion price percentage applicable trading days | 130.00% | ||||
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 | 25.00% | ||||
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, 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 | 100.00% | ||||
Convertible Senior Notes due 2027 | Class A | Early Conversion by Noteholders before June 15, 2025 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, convertible, earliest date | Jul. 1, 2021 | ||||
Debt instrument, convertible, trading days | d | 20 | ||||
Debt instrument, convertible, consecutive trading days | d | 30 | ||||
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 | 130.00% | ||||
Convertible Senior Notes due 2027 | Class A | Minimum | Early Conversion by Noteholders before June 15, 2025 | |||||
Debt Instrument [Line Items] | |||||
Conversion price percentage applicable trading days | 130.00% | ||||
Convertible Senior Notes due 2027 | Class A | Maximum [Member] | Early Conversion by Noteholders before August 15, 2026 | |||||
Debt Instrument [Line Items] | |||||
Conversion price percentage applicable trading days | 98.00% | ||||
Convertible Senior Notes due 2027 | |||||
Debt Instrument [Line Items] | |||||
Total Interest Expense | $ 0 | $ 0 | |||
Secured Notes Due Twenty Twenty Eight | |||||
Debt Instrument [Line Items] | |||||
Customary offering expense | $ 12,800,000 | $ 12,800,000 | |||
Effective interest rate percentage | 6.58% | 6.58% | |||
Total Interest Expense | $ 0 | $ 0 | |||
Debt instrument springing maturity date 1 | Sep. 15, 2025 | ||||
Debt Instrument Maturity Date | Nov. 16, 2026 | ||||
Secured Notes Due Twenty Twenty Eight | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Springing maturity condition FCCR - aggregate principal of FCCR convertible notes outstanding | $ 100,000,000 | ||||
Springing maturity condition 1- aggregate principal of 2025 convertible notes outstanding | 100,000,000 | ||||
Springing maturity condition 2- aggregate principal of 2027 convertible notes outstanding | $ 100,000,000 | ||||
Secured Notes Due Twenty Twenty Eight | Class A | Minimum | |||||
Debt Instrument [Line Items] | |||||
Springing maturity liquidity | 130.00% |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Net Carrying Amount of Liability Component (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Convertible Debt | |
Debt Instrument [Line Items] | |
Outstanding principal amount | $ 1,700,000 |
Unamortized Issuance Costs | (34,602) |
Net Carrying Value | 1,665,398 |
Fair Value | 1,830,697 |
Convertible Senior Notes due 2025 | Convertible Debt | |
Debt Instrument [Line Items] | |
Outstanding principal amount | 650,000 |
Unamortized Issuance Costs | (12,864) |
Net Carrying Value | 637,136 |
Fair Value | 1,058,915 |
Convertible Senior Notes due 2027 | Convertible Debt | |
Debt Instrument [Line Items] | |
Outstanding principal amount | 1,050,000 |
Unamortized Issuance Costs | (21,738) |
Net Carrying Value | 1,028,262 |
Fair Value | 771,782 |
Secured Notes Due Twenty Twenty Eight | |
Debt Instrument [Line Items] | |
Outstanding principal amount | 500,000 |
Unamortized Issuance Costs | (12,364) |
Fair Value | 505,700 |
Net Carrying | $ 487,636 |
Long-term Debt - Schedule of In
Long-term Debt - Schedule of Interest Expense Related to Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | |||
Amortization of Issuance Costs | $ 5,084 | $ 0 | |
Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual Interest Expense | $ 1,218 | 3,656 | |
Amortization of Issuance Costs | 1,744 | 4,656 | |
Total interest expense | 2,962 | 8,312 | |
Convertible Senior Notes due 2025 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual Interest Expense | 1,218 | 3,656 | |
Amortization of Issuance Costs | 744 | 2,224 | |
Total interest expense | 1,962 | 5,880 | |
Convertible Senior Notes due 2027 | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Contractual Interest Expense | 0 | 0 | |
Amortization of Issuance Costs | 1,000 | 2,432 | |
Total interest expense | 1,000 | 2,432 | |
Secured Notes Due Twenty Twenty Eight | |||
Debt Instrument [Line Items] | |||
Contractual Interest Expense | 7,656 | 9,017 | |
Amortization of Issuance Costs | 363 | 428 | |
Total interest expense | $ 8,019 | $ 9,445 |
Long-term Debt - Schedule of Fu
Long-term Debt - Schedule of Future Contractual Payments of Notes (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Instrument [Line Items] | |
2022 | $ 35,585 |
2023 | 35,500 |
2024 | 35,500 |
2025 | 35,500 |
2026 | 683,076 |
Thereafter | 1,611,250 |
Total | 2,436,411 |
Convertible Senior Notes due 2025 | |
Debt Instrument [Line Items] | |
2022 | 4,875 |
2023 | 4,875 |
2024 | 4,875 |
2025 | 4,875 |
2026 | 652,451 |
Thereafter | 0 |
Total | 671,951 |
Convertible Senior Notes due 2027 | |
Debt Instrument [Line Items] | |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 1,050,000 |
Total | 1,050,000 |
Senior Secured Notes Due Twenty Twenty Eight | |
Debt Instrument [Line Items] | |
2022 | 30,710 |
2023 | 30,625 |
2024 | 30,625 |
2025 | 30,625 |
2026 | 30,625 |
Thereafter | 561,250 |
Total | $ 714,460 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) R$ in Millions | Feb. 06, 2020BRL (R$) |
Commitments And Contingencies Disclosure [Abstract] | |
Maximum amount frozen in Brazilian subsidiary bank accounts | R$ 10.0 |
Treasury Stock - Additional Inf
Treasury Stock - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
Treasury stock, shares repurchased value | $ 61,349,000 | $ 11,128,000 | $ 50,747,000 | ||||
Treasury stock, shares | 8,684,000 | 8,684,000 | 8,684,000 | ||||
Treasury stock, cost | $ 782,104,000 | $ 782,104,000 | $ 782,104,000 | ||||
Class A | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Treasury stock, shares repurchased | 0 | 0 | 0 | ||||
Treasury stock, shares repurchased value | $ 0 | $ 0 | $ 0 | ||||
Class A | Tender Offer | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Treasury stock, shares repurchased | 432,313 | 432,313 | |||||
Shares repurchased, average price per share | $ 140 | $ 140 | |||||
Treasury stock, shares repurchased value | $ 61,300,000 | $ 61,300,000 | |||||
Expenses and fees related to tender offer | $ 800,000 | $ 800,000 | |||||
Tender offer expiration period | 2020-09 | 2020-09 | |||||
Class A | Share Repurchase Program | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Shares repurchased program expiration date | Apr. 29, 2023 | ||||||
Stock authorized to repurchase by board of directors | $ 800,000,000 | $ 800,000,000 | |||||
Treasury stock, shares repurchased | 0 | 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 | 5,674,226 | |||||
Shares repurchased, average price per share | $ 104.13 | $ 104.13 | |||||
Treasury stock, cost | $ 590,900,000 | $ 590,900,000 | |||||
Stock remaining available for repurchase | $ 209,100,000 | $ 209,100,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes | |||||||
Unrecognized tax benefits | $ 4,300 | $ 4,300 | |||||
Unrecognized tax benefits would impact the effective tax rate | 4,300 | 4,300 | |||||
Cumulative accrued interest | 400 | $ 400 | |||||
Effective tax rate from operations | 32.80% | 36.00% | |||||
(Benefit from) provision for income taxes | (22,984) | $ (8,804) | $ (217,446) | $ (5,735) | |||
Effective U.S corporate tax rate | 21.00% | 35.00% | |||||
Provision for transition tax | $ 37,200 | $ 40,300 | |||||
Measurement period adjustment to reduce transition tax | $ (3,100) | ||||||
Transition tax, unpaid | 25,100 | $ 25,100 | |||||
Transition Tax over an eight-year period beginning | 2018 | ||||||
Digital asset impairment losses | 65,165 | 44,242 | $ 684,034 | 44,242 | |||
Tax benefit of impairment losses | 191,500 | 12,800 | 191,500 | 12,800 | |||
Tax benefit from stock options exercise | 26,000 | 26,000 | |||||
Tax expense from stock option cancellations | $ 1,100 | $ 1,100 | |||||
Other Noncurrent Liabilities | |||||||
Income Taxes | |||||||
Unrecognized tax benefits | 2,900 | 2,900 | |||||
Transition tax, unpaid | 22,100 | 22,100 | |||||
Deferred Tax Assets | |||||||
Income Taxes | |||||||
Unrecognized tax benefits | 1,400 | 1,400 | |||||
Accounts Payable, Accrued Expenses and Operating Lease Liabilities | |||||||
Income Taxes | |||||||
Transition tax, unpaid | 3,000 | 3,000 | |||||
U.S | |||||||
Income Taxes | |||||||
Cash and cash equivalents and short-term investments | 16,400 | $ 16,400 | $ 13,700 | ||||
U.S | Earliest Tax Year | |||||||
Income Taxes | |||||||
Tax years subject to examination | 2017 | ||||||
Italy | Earliest Tax Year | |||||||
Income Taxes | |||||||
Tax years subject to examination | 2016 | ||||||
Poland | Earliest Tax Year | |||||||
Income Taxes | |||||||
Tax years subject to examination | 2015 | ||||||
Spain | Earliest Tax Year | |||||||
Income Taxes | |||||||
Tax years subject to examination | 2017 | ||||||
United Kingdom | Earliest Tax Year | |||||||
Income Taxes | |||||||
Tax years subject to examination | 2017 | ||||||
Germany | Earliest Tax Year | |||||||
Income Taxes | |||||||
Tax years subject to examination | 2016 | ||||||
Foreign | |||||||
Income Taxes | |||||||
Cash and cash equivalents and short-term investments | 40,600 | $ 40,600 | 46,000 | ||||
Foreign earnings repatriated | 57,500 | $ 186,600 | |||||
Undistributed foreign earnings | $ 109,500 | $ 109,500 |
Company's Deferred Tax Assets,
Company's Deferred Tax Assets, Net of Deferred Tax Liabilities and Valuation Allowance (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Deferred tax assets, net of deferred tax liabilities | $ 260,625 | $ (449) |
Valuation allowance | (1,298) | (1,259) |
Deferred tax assets, net of deferred tax liabilities and valuation allowance | $ 259,327 | |
Deferred tax assets, net of deferred tax liabilities and valuation allowance | $ (1,708) |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jun. 30, 2021 | May 31, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | |
Stock Option Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding, shares | 1,230,000 | 1,230,000 | 1,280,000 | ||||||
RSU | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense expected to be recognized | 3 years 7 months 6 days | ||||||||
Restricted stock units outstanding | 113,000 | 113,000 | 86,000 | ||||||
Vested | 0 | ||||||||
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ 747.77 | ||||||||
Granted | 28,000 | ||||||||
Unrecognized share-based compensation expense | $ 40 | $ 40 | |||||||
Class A | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock, shares issued | 5,000 | ||||||||
2013 Equity Plan | Stock Option Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Stock options vested | 15,625 | ||||||||
Aggregate fair value of stock option vested | $ 0.8 | ||||||||
Weighted average grant date fair value of stock option awards | $ 334.40 | $ 48.20 | |||||||
Share-based compensation expense recognized | $ 8.9 | $ 2.4 | 23 | $ 7.8 | |||||
Unrecognized share-based compensation expense | 106.8 | $ 106.8 | |||||||
Unrecognized compensation expense expected to be recognized | 3 years 3 months 18 days | ||||||||
2013 Equity Plan | RSU | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense recognized | $ 2.4 | $ 5 | |||||||
Restricted stock units outstanding | 112,746 | 112,746 | |||||||
Granted | 0 | ||||||||
2013 Equity Plan | Other Stock-based Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted | 0 | ||||||||
Outstanding | 10,250 | 10,250 | |||||||
2013 Equity Plan | Cash Settled RSUs | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted | 0 | 0 | |||||||
Outstanding | 900 | 900 | |||||||
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 | $ 0.3 | $ 1.2 | |||||||
Unrecognized compensation expense expected to be recognized | 3 years | ||||||||
Unrecognized share-based compensation expense | $ 3 | $ 3 | |||||||
2013 Equity Plan | Class A | Stock Option Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options outstanding, shares | 1,229,829 | 1,229,829 | |||||||
2013 Equity Plan | Class A | Employees, Officers, and Directors | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation, stock authorized | 2,750,000 | 2,300,000 | |||||||
Shares of class A common stock reserved and available for future issuance | 534,992 | 534,992 | |||||||
2021 Employee Stock Purchase Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based compensation expense recognized | $ 0.6 | $ 1.8 | |||||||
Unrecognized compensation expense expected to be recognized | 4 months 24 days | ||||||||
Unrecognized share-based compensation expense | $ 1.3 | $ 1.3 | |||||||
Percentage of discounted share purchase right | 15.00% | ||||||||
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 | 95,388 | 95,388 | |||||||
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 | 85.00% | ||||||||
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. | ||||||||
Common stock, shares issued | 4,612 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - Stock Option Awards $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Options outstanding, shares | |
Beginning Balance | shares | 1,280 |
Granted | shares | 5 |
Exercised | shares | (50) |
Forfeited/Expired | shares | (5) |
Ending Balance | shares | 1,230 |
Exercisable as of September 30, 2021 | shares | 552 |
Expected to vest as of September 30, 2021 | shares | 678 |
Total | shares | 1,230 |
Weighted Average Exercise Price Per Share | |
Beginning Balance | $ / shares | $ 260.71 |
Granted | $ / shares | 615.57 |
Exercised | $ / shares | 144.64 |
Forfeited/Expired | $ / shares | 730.42 |
Ending Balance | $ / shares | 265 |
Exercisable as of September 30, 2021 | $ / shares | 131.41 |
Expected to vest as of September 30, 2021 | $ / shares | 373.86 |
Total | $ / shares | $ 265 |
Aggregate Intrinsic Value | |
Exercised | $ | $ 27,633 |
Exercisable as of September 30, 2021 | $ | 246,831 |
Expected to vest as of September 30, 2021 | $ | 168,911 |
Total | $ | $ 415,742 |
Weighted Average Remaining Contractual Term (Years) | |
Exercisable as of September 30, 2021 | 3 years 4 months 24 days |
Expected to vest as of September 30, 2021 | 8 years 7 months 6 days |
Total | 6 years 3 months 18 days |
Schedule of Range of Exercise P
Schedule of Range of Exercise Prices per Share (Detail) - Stock Option Awards shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Shares, Stock Options Outstanding | shares | 1,230 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 265 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 6 years 3 months 18 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 | 938 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 137.41 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 5 years 3 months 18 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 | 20 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 470 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 9 years 8 months 12 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 | 272 |
Weighted Average Exercise Price Per Share, Stock Options Outstanding | $ 689.84 |
Weighted Average Remaining Contractual Term (Years), Stock Options Outstanding | 9 years 4 months 24 days |
Assumptions Used in Black-Schol
Assumptions Used in Black-Scholes Pricing Model (Detail) - Stock Option Awards | 3 Months Ended | |
Sep. 30, 2021 | Sep. 30, 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 |
Expected volatility | 57.60% | |
Expected volatility, minimum | 33.60% | |
Expected volatility, maximum | 33.70% | |
Risk-free interest rate | 1.00% | |
Risk-free interest rate, minimum | 0.30% | |
Risk-free interest rate, maximum | 0.40% | |
Expected dividend yield | 0.00% | 0.00% |
Summary of Restricted Stock Uni
Summary of Restricted Stock Unit Activity (Detail) - RSU shares in Thousands, $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($)shares | |
Number of Shares/Units | |
Beginning Balance | 86 |
Granted | 28 |
Vested | 0 |
Forfeited | (1) |
Ending Balance | 113 |
Expected to vest as of September 30, 2021 | 113 |
Aggregate Intrinsic Value | |
Vested | $ | $ 0 |
Expected to vest as of September 30, 2021 | $ | $ 65,212 |
Common Equity and Earnings pe_3
Common Equity and Earnings per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jun. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Class of Stock | |||||
Preferred stock, shares issued | 0 | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||
Jefferies LLC | Sale Agreement | |||||
Class of Stock | |||||
Commission percentage in sales | 2.00% | ||||
Class A | |||||
Class of Stock | |||||
Common stock, votes per share | one | ||||
Common stock, shares issued | 17,078,000 | 17,078,000 | 16,307,000 | ||
Proceeds from sale of class A common stock under public offerings | $ 403,970 | $ 0 | |||
Class A | Jefferies LLC | Sale Agreement | |||||
Class of Stock | |||||
Aggregate offering | $ 1,000,000 | ||||
Common stock, shares issued | 555,179 | 555,179 | |||
Common stock, average price per share | $ 727.64 | $ 727.64 | |||
Sales Commissions and Expenses | $ 4,500 | $ 4,500 | |||
Proceeds from sale of class A common stock under public offerings | 399,500 | 399,500 | |||
Available for issuance and sale pursuant to sale agreement | $ 596,000 | $ 596,000 | |||
Class B Convertible | |||||
Class of Stock | |||||
Common stock, votes per share | 10 | ||||
Common stock, shares issued | 1,964,000 | 1,964,000 | 1,964,000 |
Common Equity and Earnings pe_4
Common Equity and Earnings per Share - Schedule of Weighted Average of Potential Class A Common Stock Excluded from Computation of Earnings Per Share (Detail) - Class A - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Class of Stock | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 3,723 | 1,476 | 3,572 | 1,536 |
2025 Convertible Notes | ||||
Class of Stock | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 1,633 | 0 | 1,633 | 0 |
2027 Convertible Notes | ||||
Class of Stock | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 733 | 0 | 601 | 0 |
Stock Options | ||||
Class of Stock | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 1,252 | 1,476 | 1,246 | 1,536 |
RSU | ||||
Class of Stock | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 103 | 0 | 91 | 0 |
Employee Stock Purchase Plan | ||||
Class of Stock | ||||
Weighted shares of potential class A stock excluded from calculation of diluted earnings per share | 2 | 0 | 1 | 0 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021CountryCustomer | Sep. 30, 2020CountryCustomer | Sep. 30, 2021SegmentCountryCustomer | Sep. 30, 2020CountryCustomer | Dec. 31, 2020Country | |
Segment Reporting Information | |||||
Number of operating segments | Segment | 1 | ||||
Geographic Concentration Risk | |||||
Segment Reporting Information | |||||
Number of Individual Country accounted for 10% or more of total revenues | 0 | 0 | 0 | 0 | |
Number of Individual country accounted for 10% or more of total consolidated assets | 0 | 0 | 0 | ||
Customer Concentration Risk | Sales Revenue, Goods, Net | |||||
Segment Reporting Information | |||||
Number of Individual Customer accounted for 10% or more of total consolidated revenues | Customer | 0 | 0 | 0 | 0 |
Total Revenues Gross Profit and
Total Revenues Gross Profit and Long Lived Assets Excluding Long Term Deferred Tax Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | $ 127,994 | $ 127,408 | $ 376,247 | $ 349,416 | |
Gross profit | 105,675 | 105,672 | 308,341 | 279,146 | |
Long-lived assets | 2,527,484 | 2,527,484 | $ 1,186,489 | ||
Domestic | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | 74,530 | 78,763 | 213,507 | 206,318 | |
Gross profit | 62,526 | 67,055 | 178,485 | 166,566 | |
Long-lived assets | 2,508,985 | 2,508,985 | 1,165,283 | ||
EMEA | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | 40,886 | 36,884 | 122,537 | 109,835 | |
Gross profit | 33,571 | 29,728 | 99,246 | 86,760 | |
Long-lived assets | 11,202 | 11,202 | 11,441 | ||
Other Regions | |||||
Revenues from External Customers and Long-Lived Assets | |||||
Total revenues | 12,578 | 11,761 | 40,203 | 33,263 | |
Gross profit | 9,578 | $ 8,889 | 30,610 | $ 25,820 | |
Long-lived assets | $ 7,297 | $ 7,297 | $ 9,765 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Board of Directors & Chief Executive Officer - Indemnification Agreement - USD ($) | 1 Months Ended | 6 Months Ended |
Aug. 31, 2021 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Initial term | 90 days | |
One time payment fee | $ 388,945 | |
Coverage amount | $ 40,000,000 | |
Additional amount | $ 388,945 | |
Related party transaction, description | In return, the Company paid Mr. Saylor a one-time fee of $388,945 for the initial 90-day term. In August 2021, pursuant to the terms of the indemnification agreement, the Company elected to extend the term for an additional 90-day period which began in September 2021 and paid Mr. Saylor an additional $388,945 for this extension. The Company may elect to extend the term for up to two additional 90-day periods. The Company will pay an additional amount of $388,945 to Mr. Saylor for each additional 90-day term that the Company exercises. |