Strategy Inc (MSTR) FY 2021 MD&A

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information

This Annual Report contains forward-looking statements within the meaning of Section 21E of the Exchange Act.  For this purpose, any statements contained herein that are not statements of historical fact, including without limitation, certain statements regarding industry prospects and our results of operations or financial position, may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions are intended to identify forward-looking statements. The important factors discussed under “Part I. Item 1A. Risk Factors,” among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Investors are warned that actual results may differ from management’s expectations.

Management’s Discussion and Analysis for the Year Ended December 31, 2019

Management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2019, including comparison of our results for the years ended December 31, 2020 and 2019, is included in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2020.

Business Overview

MicroStrategy pursues two corporate strategies in the operation of its business. One strategy is to acquire and hold bitcoin and the other strategy is to grow our enterprise analytics software business. We believe that undertaking these two, interdependent corporate strategies serves as a key differentiator for our business, as our bitcoin acquisition strategy has raised our profile with potential software customers while our enterprise analytics software business has provided stable cash flows that allow us to acquire and hold bitcoin for the long-term.

We pursue, as part of our overall corporate strategy, a strategy of acquiring bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions, issuing debt or equity securities in capital raising transactions with the objective of using the proceeds to purchase bitcoin. We view our bitcoin holdings as long-term holdings, and we do not plan to engage in regular trading of bitcoin and have not hedged or otherwise entered into derivative contracts with respect to our bitcoin holdings, though we may sell bitcoin in future periods as needed to generate cash for treasury management and other general corporate purposes. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to conduct debt or equity financings to purchase additional bitcoin.

We believe that bitcoin is attractive because it can serve as a store of value, supported by a robust and public open source architecture, that is untethered to sovereign monetary policy and can therefore serve as a hedge against inflation.  We also believe that bitcoin offers additional opportunity for appreciation in value with increasing adoption due to its limited supply.  In addition, we believe that our bitcoin acquisition strategy is complementary to our enterprise analytics software and services business, as we believe that our bitcoin and related activities in support of the bitcoin network enhance awareness of our brand and can provide opportunities to secure new customers for our analytics offerings. We are also exploring opportunities to apply bitcoin related technologies such as blockchain analytics into our software offerings.

As of February 14, 2022, we hold approximately 125,051 bitcoin that were acquired at an aggregate purchase price of $3.777 billion and an average purchase price of approximately $30,200 per bitcoin, inclusive of fees and expenses.

We are also a global leader in enterprise analytics software and services. Our vision is to enable Intelligence Everywhere. The MicroStrategy platform brings together data from our customers’ enterprise applications, such as their financial systems, human resources systems, and supply chain and customer relationship management tools, to provide analytics for actionable insights.  Customers can also use our consulting and education offerings to harness MicroStrategy’s innovative technology and empower their people to make better, faster decisions.

Our customers include leading companies from a wide range of industries, including retail, consulting, technology, manufacturing, banking, insurance, finance, healthcare, telecommunications, as well as the public sector.

The analytics market is highly competitive. Our future success depends on the effectiveness with which we can differentiate our offerings from those offered by large software vendors that provide products across multiple lines of business, including one or more products that directly compete with our offerings, and other potential competitors across analytics implementation projects of varying sizes. We

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believe a key differentiator of MicroStrategy is our modern, open, comprehensive enterprise platform that can be extended to other tools and systems, can scale across the enterprise, is optimized for cloud or on-premises deployments, and can be combined with unique packages of our expert services and education offerings.

Our Bitcoin Acquisition Strategy

In September 2020, our Board of Directors adopted a Treasury Reserve Policy (as amended to date, the “Treasury Reserve Policy”) that updated our treasury management and capital allocation strategies, under which our treasury reserve assets will consist of:

In the first quarter of 2021, we adopted, in addition to and in conjunction with our Treasury Reserve Policy, a corporate strategy of acquiring and holding bitcoin, and from time to time, subject to market conditions, issuing debt or equity securities in capital raising transactions with the objective of using the proceeds to purchase bitcoin.

During 2020 and 2021, we issued the following debt and equity securities to raise capital to purchase bitcoin, which issuances are further described in the “Convertible Senior Notes and 2028 Senior Secured Notes” and “Open Market Sale Agreement” sections under this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations”:

The following table presents a rollforward of our bitcoin holdings, including additional information related to our bitcoin purchases and digital asset impairment losses within the respective periods. We have not sold any of our bitcoin as of the date of this Annual Report.

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The following table shows the approximate number of bitcoins held at the end of each respective period, as well as market value calculations of our bitcoin holdings based on the lowest, highest, and ending market prices of one bitcoin on the Coinbase exchange (our principal market) for each respective year, as further defined below:

The amounts reported as “Market Value” in the above table represent only a mathematical calculation consisting of the price for one bitcoin reported on the Coinbase exchange (our principal market) in each scenario defined above multiplied by the number of bitcoins held by us at the end of the applicable year.  The Securities and Exchange Commission has previously stated that there has not been a demonstration that (i) bitcoin and bitcoin markets are inherently resistant to manipulation or that the spot price of bitcoin may not be subject to fraud and manipulation; and (ii) adequate surveillance-sharing agreements with bitcoin-related markets are in place, as bitcoin-related markets are either not significant, not regulated, or both.  Accordingly, the Market Value amounts reported above may not accurately represent fair market value, and the actual fair market value of our bitcoin may be different from such amounts and such deviation may be material. Moreover, (i) the bitcoin market historically has been characterized by significant volatility in price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, potential susceptibility to market abuse and manipulation, and various other risks that are, or may be, inherent in its entirely electronic, virtual form and decentralized network and (ii) we may not be able to sell our bitcoins at the Market Value amounts indicated above, at the market price as reported on the Coinbase exchange (our principal market) on the date of sale, or at all.

Our digital asset impairment losses have significantly contributed to our operating expenses and net loss. During 2021, digital asset impairment losses of $830.6 million represented 69.0% of our operating expenses, contributing to our net loss of $535.5 million for 2021, compared to digital asset impairment losses of $70.7 million during 2020, representing 17.5% of our operating expenses and contributing to our net loss of $7.5 million for 2020.

As of February 14, 2022, we held approximately 125,051 bitcoins that were acquired at an aggregate purchase price of $3.777 billion and an average purchase price of approximately $30,200 per bitcoin, inclusive of fees and expenses. As of February 14, 2022, at 4:00 p.m. Eastern Time, the market price of one bitcoin reported on the Coinbase exchange was $42,202.99.

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Impact of COVID-19 on Our Software Strategy

The COVID-19 pandemic has resulted, and may continue to result, in significant economic disruption despite progress made in the development and distribution of vaccines. It has continued to disrupt global travel and supply chains and adversely impacted global commercial activity. Considerable uncertainty still surrounds COVID-19, the evolution of its variants, its potential long-term economic effects, as well as the effectiveness of any responses taken by government authorities and businesses and of various efforts to inoculate the global population. The travel restrictions, limits on hours of operations and/or closures of non-essential businesses, and other efforts to curb the spread of COVID-19 have significantly disrupted business activity globally and there is uncertainty as to when these disruptions will fully subside.

Significant uncertainty continues to exist concerning the impact of the COVID-19 pandemic on our customers’ and prospects’ business and operations in future periods. Although our total revenues for the years ended December 31, 2021 and 2020 were not materially impacted by COVID-19, we believe our revenues may be negatively impacted in future periods until the effects of the pandemic have fully subsided and the current macroeconomic environment has substantially recovered.  The uncertainty related to COVID-19 may also result in increased volatility in the financial projections we use as the basis for estimates and assumptions used in our financial statements.

We have adapted our operations to meet the challenges of this uncertain and rapidly evolving situation, including establishing remote working arrangements for our employees, limiting non-essential business travel, and cancelling or shifting our customer, employee, and industry events to a virtual-only format for the foreseeable future. Our sales and marketing expenses decreased significantly since December 31, 2019, as we adapted to the challenges of selling in the current depressed macroeconomic environment, adopted virtual sales and marketing practices, and streamlined our team to sell in this new environment.

We have received, and may continue to receive, government assistance from various relief packages available in countries where we operate.   For example, in the United States, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020 to provide broad-based economic relief to various sectors of the U.S. economy through a variety of means, including payroll and income tax deferrals and employee retention credits. In the Asia Pacific region, government assistance provided to us during 2020 was primarily in the form of employer payroll tax exemptions. We deferred payment of $4.6 million of our employer portion of U.S. social security taxes accrued through December 31, 2020, half of which we paid as of December 31, 2021 and the remainder of which we expect to pay by December 31, 2022. Where taxes payable to government entities have been deferred to a later date, no reduction of expenses has been recorded.

Effects of the COVID-19 pandemic that may negatively impact our business in future periods include, but are not limited to: limitations on the ability of our customers to conduct their business, purchase our products and services, and make timely payments; curtailed consumer spending; deferred purchasing decisions; delayed consulting services implementations; and decreases in product licenses revenues driven by channel partners.  We will continue to actively monitor the nature and extent of the impact to our business, operating results, and financial condition.

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Operating Highlights

The following table sets forth certain operating highlights (in thousands) for the years ended December 31, 2021 and 2020:

We have incurred and may continue to incur significant impairment losses on our digital assets and we may recognize gains upon sale of our digital assets in the future, which would be presented net of any impairment losses within operating expenses. In addition, we base our internal operating expense forecasts on expected revenue trends and strategic objectives in our enterprise analytics software business.  Many of our expenses, such as office leases and certain personnel costs, are relatively fixed.  Accordingly, any decrease in the price of bitcoin during any quarter, any sales by us of our bitcoin at prices above their then current carrying costs or any shortfall in revenue in our software business may cause significant variation in our operating results.  We therefore believe that quarter-to-quarter comparisons of our operating results may not be a good indication of our future performance.

Share-based Compensation Expense

As discussed in Note 11, Share-based Compensation, to the Consolidated Financial Statements, we have outstanding stock options to purchase shares of our class A common stock, restricted stock units, and certain other stock-based awards under our 2013 Equity Plan, as well as opportunities for eligible employees to purchase shares of our class A common stock under our 2021 Employee Stock Purchase Plan (the “2021 ESPP”).  Share-based compensation expense (in thousands) from these awards was recognized in the following cost of revenues and operating expense line items in our Consolidated Statements of Operations for the periods indicated:

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The $33.0 million increase in share-based compensation expense during 2021, as compared to the prior year, is primarily due to the continued expansion of our equity award programs worldwide and an overall increase in the fair value of new awards during 2021, driven primarily by the increase in the market value of our class A common stock. As of December 31, 2021, we estimated that an aggregate of approximately $143.8 million of additional share-based compensation expense associated with the 2013 Equity Plan and the 2021 ESPP will be recognized over a remaining weighted average period of 3.1 years.

Non-GAAP Financial Measures

We are providing supplemental financial measures for (i) non-GAAP loss from operations that excludes the impact of our share-based compensation expense, (ii) non-GAAP net loss and non-GAAP diluted loss per share that exclude the impact of our share-based compensation expense, interest expense arising from the amortization of debt issuance costs and (in 2020, before the adoption of Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”)) the debt discount on our long-term debt, and related income tax effects, and (iii) certain non-GAAP constant currency revenues, cost of revenues, and operating expenses that exclude foreign currency exchange rate fluctuations. These supplemental financial measures are not measurements of financial performance under generally accepted accounting principles in the United States (“GAAP”) and, as a result, these supplemental financial measures may not be comparable to similarly titled measures of other companies.  Management uses these non-GAAP financial measures internally to help understand, manage, and evaluate our business performance and to help make operating decisions.

We believe that these non-GAAP financial measures are also useful to investors and analysts in comparing our performance across reporting periods on a consistent basis.  The first supplemental financial measure excludes a significant non-cash expense that we believe is not reflective of our general business performance, and for which the accounting requires management judgment and the resulting share-based compensation expense could vary significantly in comparison to other companies.  The second set of supplemental financial measures excludes the impact of (i) share-based compensation expense, (ii) non-cash interest expense arising from the amortization of debt issuance costs and (in 2020, before the adoption of ASU 2020-06) the debt discount related to our long-term debt, and (iii) related income tax effects.  The third set of supplemental financial measures excludes changes resulting from fluctuations in foreign currency exchange rates so that results may be compared to the same period in the prior year on a non-GAAP constant currency basis.  We believe the use of these non-GAAP financial measures can also facilitate comparison of our operating results to those of our competitors.

Non-GAAP financial measures are subject to material limitations as they are not in accordance with, or a substitute for, measurements prepared in accordance with GAAP.  For example, we expect that share-based compensation expense, which is excluded from the first two non-GAAP financial measures, will continue to be a significant recurring expense over the coming years and is an important part of the compensation provided to certain employees, officers, and directors.  Similarly, we expect that interest expense arising from the amortization of debt issuance costs will continue to be a recurring expense over the term of the long-term debt.  Our non-GAAP financial measures are not meant to be considered in isolation and should be read only in conjunction with our Consolidated Financial Statements, which have been prepared in accordance with GAAP.  We rely primarily on such Consolidated Financial Statements to understand, manage, and evaluate our business performance and use the non-GAAP financial measures only supplementally.

The following is a reconciliation of our non-GAAP loss from operations, which excludes the impact of share-based compensation expense, to its most directly comparable GAAP measures (in thousands) for the periods indicated:

The following are reconciliations of our non-GAAP net loss and non-GAAP diluted loss per share, in each case excluding the impact of (i) share-based compensation expense, (ii) interest expense arising from the amortization of debt issuance costs and (in 2020, before the

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adoption of ASU 2020-06) the debt discount on our long-term debt, and (iii) related income tax effects to their most directly comparable GAAP measures (in thousands, except per share data) for the periods indicated:

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The following are reconciliations of certain non-GAAP constant currency revenues, cost of revenues, and operating expenses to their most directly comparable GAAP measures (in thousands) for the periods indicated.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with GAAP. See Note 2, Summary of Significant Accounting Policies, to the Consolidated Financial Statements for a description of our significant accounting policies. As described in Note 2, the preparation of our Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and equity, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results and outcomes could differ from these estimates and assumptions.

Critical accounting estimates involve a significant level of estimation uncertainty and are estimates that have had or are reasonably likely to have a material impact on our financial condition or results of operations. We consider certain estimates and judgments related to revenue recognition to be critical accounting estimates for us, as discussed further below.

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Revenue Recognition

See Note 2(n), Summary of Significant Accounting Policies – Revenue Recognition, to the Consolidated Financial Statements for information regarding our significant accounting policies over revenue recognition.

Many of our contracts with customers include multiple performance obligations, and we make estimates and judgments to allocate the transaction price to each performance obligation based on an observable or estimated standalone selling price (“SSP”). The SSP is the price, or estimated price, of the software or service when sold on a standalone basis at contract inception. We consider our evaluation of SSP to be a critical accounting estimate.

An observable price of a good or service sold separately provides the best evidence of SSP.  However, in many situations, SSP will not be readily observable, but must still be estimated using reasonably available information.  We have observable standalone selling prices of our product support, consulting services, and education services, and therefore use historical transaction data on a standalone basis, along with our judgment, to establish SSP ranges for each of these services, as described in Note 2(n). However, SSP is not directly observable for product licenses (product licenses are not sold on a standalone basis and pricing is highly variable) and subscription services (the selling price of subscription services is highly variable), and we use a residual approach to establish SSP for these revenue streams. As such, the establishment of SSP of our product support, consulting services, and education services directly impacts the amount of product licenses and subscription services revenues recognized, and therefore also impacts the overall timing of revenue recognition.

We review and analyze the SSP ranges we have established for product support, consulting services, and education services semi-annually, and these SSP ranges have not changed significantly since adopting Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) and its subsequent amendments (“ASU 2014-09”) effective January 1, 2018.  We also perform analyses on a semi-annual basis using historical pricing data for both product license and subscription services transactions to assess whether the selling price is highly variable in order to support our conclusion that the residual method to estimate SSP of our product licenses and subscription services is a fair allocation of the transaction price. We have maintained our conclusion that the residual method is appropriate for our product licenses and subscription services since adopting ASU 2014-09.

In the future, SSP for our software and services could be impacted by various factors, including potential changes in our pricing practices, customer demand for our products and services, and various market or economic conditions. However, we consider the risk of significant volatility in our established SSP to be small given our historical transaction experience and internal processes to monitor SSP ranges on an ongoing basis and work with management in the event a trend that could impact the future ranges is detected.

Results of Operations

Comparison of the Years Ended December 31, 2021 and 2020

Revenues

Except as otherwise indicated herein, the term “domestic” refers to operations in the United States and Canada and the term “international” refers to operations outside of the United States and Canada.

Product licenses and subscription services revenues.  The following table sets forth product licenses and subscription services revenues (in thousands) and related percentage changes for the periods indicated:

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The following table sets forth a summary, grouped by size, of the number of recognized product licenses transactions for the periods indicated:

The following table sets forth the recognized revenue (in thousands) attributable to product licenses transactions, grouped by size, and related percentage changes for the periods indicated:

Product licenses revenues increased $15.1 million during 2021, as compared to the prior year. For the years ended December 31, 2021 and 2020, product licenses transactions with more than $0.5 million in recognized revenue represented 38.9% and 43.5%, respectively, of our product licenses revenues.  During 2021, our top three product licenses transactions totaled $12.6 million in recognized revenue, or 12.4% of total product licenses revenues, compared to $15.3 million, or 17.6% of total product licenses revenues, during 2020.

Domestic product licenses revenues.  Domestic product licenses revenues increased $2.6 million during 2021, as compared to the prior year, primarily due to an increase in the average deal size of transactions with less than $0.5 million in recognized revenue and an increase in the number of transactions with recognized revenue between $0.5 million and $1.0 million, partially offset by a decrease in the average deal size of transactions with more than $1.0 million in recognized revenue.

International product licenses revenues.  International product licenses revenues increased $12.5 million during 2021, as compared to the prior year, primarily due to an increase in the number of transactions with less than $0.5 million in recognized revenue and an increase in the number of transactions with more than $1.0 million in recognized revenue, partially offset by $0.9 million unfavorable foreign currency exchange impact.

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Subscription services revenues. Subscription services revenues are derived from MCE, a cloud subscription service, that are recognized ratably over the service period in the contract. Subscription services revenues increased $10.0 million during 2021, as compared to the prior year, primarily due to conversions to cloud-based subscriptions from existing on-premises customers, an increase in the use of subscription services by existing customers, sales contracts with new customers, and a $0.5 million favorable foreign currency exchange impact. We expect our subscription services revenues to continue to grow in future periods as we continue to promote our cloud offering to new and existing customers.

Product support revenues.  The following table sets forth product support revenues (in thousands) and related percentage changes for the periods indicated:

Product support revenues are derived from providing technical software support and software updates and upgrades to customers.  Product support revenues are recognized ratably over the term of the contract, which is generally one year.  Product support revenues decreased $3.2 million during 2021, as compared to the prior year, primarily due to certain existing customers converting from perpetual product licenses with separate support contracts to our subscription services or term product licenses offerings, partially offset by a $3.8 million favorable foreign currency exchange impact.

Other services revenues.  The following table sets forth other services revenues (in thousands) and related percentage changes for the periods indicated:

Consulting revenues.  Consulting revenues are derived from helping customers plan and execute the deployment of our software. Consulting revenues increased $8.4 million during 2021, as compared to the prior year, primarily due to an increase in billable hours worldwide and a $1.0 million favorable foreign currency exchange impact, partially offset by a decrease in average bill rates and a decrease in billable travel and entertainment expenditures.

Education revenues.  Education revenues are derived from the education and training that we provide to our customers to enhance their ability to fully utilize the features and functionality of our software.  These offerings include self-tutorials, custom course development, joint training with customers’ internal staff, and standard course offerings, with pricing dependent on the specific offering delivered.  Education revenues did not materially change during 2021, as compared to the prior year.

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Costs and Expenses

Cost of revenues.  The following table sets forth cost of revenues (in thousands) and related percentage changes for the periods indicated:

Cost of product licenses revenues.  Cost of product licenses revenues consists of referral fees paid to channel partners, the costs of product manuals and media, and royalties paid to third-party software vendors. Cost of product licenses revenues did not materially change during 2021, as compared to the prior year.

Cost of subscription services revenues.  Cost of subscription services revenues consists of equipment, facility and other related support costs, and personnel and related overhead costs. Subscription services headcount increased 46.9% to 72 at December 31, 2021 from 49 at December 31, 2020; however, average headcount for the respective periods did not materially change. Cost of subscription services revenues increased $2.1 million during 2021, as compared to the prior year, primarily due to a $2.8 million increase in cloud hosting infrastructure costs, which is a result of the increased usage by new and existing cloud subscription services customers, partially offset by a $0.6 million decrease in salaries.

Cost of product support revenues.  Cost of product support revenues consists of personnel and related overhead costs, including those under our Enterprise Support program. Our Enterprise Support program utilizes primarily consulting personnel to provide product support to our customers at our discretion.  Compensation related to personnel providing Enterprise Support services is reported as cost of product support revenues.  Product support headcount increased 13.0% to 174 at December 31, 2021 from 154 at December 31, 2020. Cost of product support revenues decreased $4.7 million during 2021, as compared to the prior year, primarily due to a $2.8 million decrease in compensation and related costs due to a decrease in product support average staffing levels and a shift in staffing levels to lower cost regions, a $2.4 million decrease in compensation and related costs attributable to non-product support personnel providing a decreased level of Enterprise Support services, and a $0.6 million decrease in facility and other related support costs, partially offset by a $1.0 million net increase in share-based compensation expense. The $1.0 million net increase in share-based compensation expense is primarily due to the grant of additional awards under the 2013 Equity Plan and an overall increase in the fair value of new awards during 2021.

Cost of consulting revenues.  Cost of consulting revenues consists of personnel and related overhead costs, excluding those under our Enterprise Support program which are allocated to cost of product support revenues.  Consulting headcount increased 5.1% to 413 at December 31, 2021 from 393 at December 31, 2020. Cost of consulting revenues increased $5.9 million during 2021, as compared to the prior year, primarily due to a $4.1 million increase in subcontractor costs, a $2.1 million increase in compensation and related costs attributable to consulting personnel providing a decreased level of Enterprise Support services, and a $0.8 million net increase in share-based compensation expense, partially offset by a $1.0 million decrease in travel and entertainment expenditures primarily attributable to higher expenses during the first quarter of 2020 which was not materially impacted by the COVID-19 pandemic. The $0.8 million net increase in share-based compensation expense is primarily due to the grant of additional awards under the 2013 Equity Plan and an overall increase in the fair value of new awards during 2021.

Cost of education revenues.  Cost of education revenues consists of personnel and related overhead costs. Education headcount decreased 2.7% to 36 at December 31, 2021 from 37 at December 31, 2020. Cost of education revenues decreased $1.8 million during 2021, as compared to the prior year, primarily due to a $0.8 million decrease in cloud hosting infrastructure costs associated with education offerings that we made available at no charge for a limited time period during the first half of 2020 in response to the COVID-19 pandemic and a $0.6 million decrease in compensation and related costs due to a decrease in average staffing levels.

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Sales and marketing expenses.  Sales and marketing expenses consist of personnel costs, commissions, office facilities, travel, advertising, public relations programs, and promotional events, such as trade shows, seminars, and technical conferences. Sales and marketing headcount decreased 1.9% to 470 at December 31, 2021 from 479 at December 31, 2020. The following table sets forth sales and marketing expenses (in thousands) and related percentage changes for the periods indicated:

Sales and marketing expenses increased $11.2 million during 2021, as compared to the prior year, primarily due to an $11.3 million net increase in share-based compensation expense, a $10.3 million increase in variable compensation (of which $2.1 million was due to the cancellation of a sales employee awards event in 2020 as a result of the COVID-19 pandemic), and a $0.5 million increase in recruiting costs, partially offset by a $5.5 million decrease in employee salaries due to a decrease in average staffing levels, a $2.9 million decrease in travel and entertainment expenditures primarily attributable to higher expenses during the first quarter of 2020 which was not materially impacted by the COVID-19 pandemic, a $1.4 million decrease in facility and other related support costs, and a $0.5 million decrease in subcontractor costs.  The $11.3 million net increase in share-based compensation expense is primarily due to the grant of additional awards under the 2013 Equity Plan and the 2021 ESPP and an overall increase in the fair value of new awards during 2021.

Research and development expenses.  Research and development expenses consist of the personnel costs for our software engineering personnel, depreciation of equipment, and other related costs. Research and development headcount increased 8.9% to 699 at December 31, 2021 from 642 at December 31, 2020. The following table summarizes research and development expenses (in thousands) and related percentage changes for the periods indicated:

Research and development expenses increased $13.6 million during 2021, as compared to the prior year, primarily due to an $8.0 million net increase in share-based compensation expense, a $3.1 million increase in variable compensation (of which $0.5 million was due to certain COVID-19-related employer payroll tax exemptions in the Asia Pacific region in 2020), a $1.7 million increase in employee salaries primarily due to periodic wage increases partially offset by a decrease in average staffing levels and a shift in staffing levels to lower cost regions, a $1.4 million gain on partial lease termination of our corporate headquarters lease recorded during the fourth quarter of 2020 and allocated to research and development expenses, and a $0.7 million increase in recruiting costs, partially offset by a $0.9 million decrease in facility and other related support costs.  The $8.0 million net increase in share-based compensation expense is primarily due to the grant of additional awards under the 2013 Equity Plan and the 2021 ESPP and an overall increase in the fair value of new awards during 2021. Included in research and development expenses for 2021 is an aggregate $1.6 million unfavorable foreign currency exchange impact.

General and administrative expenses.  General and administrative expenses consist of personnel and related overhead costs, and other costs of our executive, finance, human resources, information systems, and administrative departments, as well as third-party consulting, legal, and other professional fees. General and administrative headcount increased 5.8% to 257 at December 31, 2021 from 243 at December 31, 2020. The following table sets forth general and administrative expenses (in thousands) and related percentage changes for the periods indicated:

General and administrative expenses increased $15.4 million during 2021, as compared to the prior year, primarily due to an $11.8 million net increase in share-based compensation expense, a $3.5 million increase in legal, consulting, and other advisory costs which includes costs from executing our new bitcoin acquisition strategy in 2021, a $3.1 million increase in custodial fees incurred on our bitcoin holdings, a $0.6 million gain on partial lease termination of our corporate headquarters lease recorded during the fourth quarter of 2020 and allocated to general and administrative expenses, and a $0.5 million increase in cloud hosting infrastructure costs, partially offset by a $3.2 million decrease in compensation and related costs due to a decrease in average staffing levels and a $1.2 million decrease in bad debt expense.  The $11.8 million net increase in share-based compensation expense is primarily due to the grant of additional awards under the 2013 Equity Plan and an overall increase in the fair value of new awards during 2021, partially offset by certain awards becoming fully vested.

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Digital asset impairment losses.  Digital asset impairment losses are recognized when the carrying value of our digital assets exceeds their lowest fair value at any time since their acquisition.  Impaired digital assets are written down to fair value at the time of impairment, and such impairment loss cannot be recovered for any subsequent increases in fair value.  The following table sets forth digital asset impairment losses (in thousands) and related percentage changes for the periods indicated:

We did not sell any of our digital assets during the years ended December 31, 2021 and 2020. We may continue to incur significant digital asset impairment losses in the future. For example, we have incurred at least $163.3 million in digital asset impairment losses during the first quarter of 2022 on bitcoin we held as of December 31, 2021.

Interest (Expense) Income, Net

During 2021, interest expense, net, of $29.1 million was primarily related to the contractual interest expense related to our 2028 Secured Notes and 2025 Convertible Notes, the amortization of issuance costs related to our long-term debt arrangements, and contractual interest expense incurred on trade credits with Coinbase Credit, Inc. Refer to Note 8, Long-term Debt, and Note 4, Digital Assets, to the Consolidated Financial Statements for further information. During 2020, interest income, net, of $0.7 million was primarily related to interest earned on cash and cash equivalents balances and the amortization of the discount on our short-term investments, partially offset by the amortization of the debt discount, the contractual interest expense, and the amortization of issuance costs related to our 2025 Convertible Notes.

Other Income (Expense), Net

During 2021, other income, net, of $2.3 million was comprised primarily of foreign currency transaction net gains.  During 2020, other expense, net, of $7.0 million was comprised primarily of foreign currency transaction net losses.

Benefit from Income Taxes

During 2021, we recorded a benefit from income taxes of $275.9 million on pre-tax losses of $811.4 million that resulted in an effective tax rate of 34.0%, as compared to a benefit from income taxes of $12.4 million on pre-tax losses of $20.0 million that resulted in an effective tax rate of 62.3% during 2020.  The change in our effective tax rate in 2021, as compared to the prior year, was primarily due to certain discrete items, overall loss level, and the change in the proportion of U.S. versus foreign (loss) income.

The Tax Act imposed a mandatory deemed repatriation transition tax (“Transition Tax”) on previously untaxed accumulated and current earnings and profits of certain of our foreign subsidiaries.  As of December 31, 2021, $25.1 million of the Transition Tax was unpaid, of which $22.1 million is included in “Other long-term liabilities” and $3.0 million is included in “Accounts payable, accrued expenses, and operating lease liabilities” in our Consolidated Balance Sheets.

As of December 31, 2021, we had no U.S. federal net operating loss (“NOL”) carryforwards and $4.1 million of foreign NOL carryforwards.  As of December 31, 2021, digital asset impairment losses, other temporary differences and carryforwards, and credits resulted in deferred tax assets, net of valuation allowances and deferred tax liabilities, of $319.7 million.

As of December 31, 2021, we had a valuation allowance of $1.0 million primarily related to certain foreign tax credit carryforward tax assets that, in our present estimation, more likely than not will not be realized.  If the market value of bitcoin declines or we are unable to regain profitability in future periods, we may be required to increase the valuation allowance against our deferred tax assets, which could result in a charge that would materially adversely affect net (loss) income in the period in which the charge is incurred. We will continue to regularly assess the realizability of deferred tax assets.

Beginning in the third quarter of 2020, we determined to no longer permanently reinvest our foreign earnings and profits.  As of December 31, 2021, we recorded a deferred tax liability of $1.7 million on undistributed foreign earnings of $117.0 million related to foreign withholding tax and U.S. state income taxes.

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Deferred Revenue and Advance Payments

Deferred revenue and advance payments represent amounts received or due from our customers in advance of our transferring our software or services to the customer.  In the case of multi-year service contract arrangements, the Company generally does not invoice more than one year in advance of services and does not record deferred revenue for amounts that have not been invoiced. Revenue is subsequently recognized in the period(s) in which control of the software or services is transferred to the customer.

The following table summarizes deferred revenue and advance payments (in thousands), as of:

Total deferred revenue and advance payments increased $12.0 million in 2021, as compared to the prior year, primarily due to the timing of product support, an increase in deferred revenue from new subscription services contracts, and an increase in conversions from on-premises to subscription services, partially offset by the presentation of multi-year contracts. The portions of such multi-year contracts that will be invoiced in the future are not presented on the balance sheet in “Accounts receivable, net” and “Deferred revenue and advance payments” and instead are included in the remaining performance obligation disclosure below.  Included in our international deferred revenue balances at December 31, 2021 is a $5.9 million unfavorable foreign currency impact from the general strengthening of the U.S. dollar compared to the same period in the prior year.

Our 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. As of December 31, 2021, we had an aggregate transaction price of $267.6 million allocated to the remaining performance obligation related primarily to subscription services, product support, and product licenses. We expect to recognize approximately $219.2 million of the remaining performance obligation over the next 12 months and the remainder thereafter. However, the timing and ultimate recognition of our deferred revenue and advance payments and other remaining performance obligations depend on our satisfaction of various performance obligations, and the amount of deferred revenue and advance payments and remaining performance obligations at any date should not be considered indicative of revenues for any succeeding period.

Liquidity and Capital Resources

Liquidity. Our principal sources of liquidity are cash and cash equivalents and on-going collection of our accounts receivable. Cash and cash equivalents may include holdings in bank demand deposits, money market instruments, certificates of deposit, and U.S. Treasury securities.  Under our Treasury Reserve Policy and bitcoin acquisition strategy, we use a significant portion of our cash, including cash generated from capital raising activities, to acquire bitcoins. As discussed in Note 2(g) Summary of Significant Accounting Policies – Digital Assets, to our Consolidated Financial Statements, our bitcoin are classified as indefinite-lived intangible assets.

As of December 31, 2021 and 2020, the amount of cash and cash equivalents held by our U.S. entities was $13.1 million and $13.7 million, respectively, and by our non-U.S. entities was $50.3 million and $46.0 million, respectively. We earn a significant amount of

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our revenues outside the United States and our accumulated undistributed foreign earnings and profits as of December 31, 2021 and 2020 were $117.0 million and $136.3 million, respectively. We repatriated foreign earnings and profits of $57.5 million during 2021 and $186.6 million during 2020.

Our material contractual obligations (explained in further detail in the Notes to the Consolidated Financial Statements, as referenced below) and cash requirements consist of:

We believe that existing cash and cash equivalents held by us and cash and cash equivalents anticipated to be generated by us are sufficient to meet working capital requirements, anticipated capital expenditures, and contractual obligations for at least the next 12 months. Beyond the next 12 months, our long-term cash requirements are primarily for obligations related to our long-term debt (principal due upon maturity of each debt instrument ($650 million in the case of the 2025 Convertible Notes, $1.050 billion in the case of the 2027 Convertible Notes and $500 million in the case of the 2028 Secured Notes), $2.4 million in coupon interest due each semi-annual period for the 2025 Convertible Notes, and $15.3 million in coupon interest due each semi-annual period for the 2028 Secured Notes). We also have long-term cash requirements for obligations related to our operating leases, the Transition Tax, and our various purchase agreements. If cash and cash equivalents generated by future operating activities are not sufficient to enable us to satisfy these obligations, we may seek to generate cash and cash equivalents from other sources. The sources could include the sale of bitcoins, as well as the issuance and sale of shares of our class A common stock (as we have done through the Open Market Sale Agreement). Furthermore, if certain conditions are met, we may have the right to elect to settle the Convertible Notes upon a conversion of such Convertible Notes in shares of our class A common stock, or a combination of cash and shares of class A common stock, which may enable us to reduce the amount of our cash obligations under the Convertible Notes.

As of December 31, 2021, we held approximately 124,391 bitcoins. We do not believe we will need to sell any of our bitcoins within the next twelve months to meet our working capital requirements, although we may from time to time sell bitcoins as part of treasury management operations, as noted above. The bitcoin market historically has been characterized by significant volatility in its price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing regulatory landscape, susceptibility to market abuse and manipulation, and various other risks inherent in its entirely electronic, virtual form and decentralized network.  During times of instability in the bitcoin market, we may not be able to sell our bitcoins at reasonable prices or at all.  As a result, our bitcoins are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.  In addition, upon sale of our bitcoin, we may incur additional taxes related to any realized gains or we may incur capital losses as to which the tax deduction may be limited.

The following table sets forth a summary of our cash flows (in thousands) and related percentage changes for the periods indicated:

Net cash provided by operating activities.  The primary source of our cash provided by operating activities is cash collections of our accounts receivable from customers following the sales and renewals of our product licenses and product support, as well as consulting, education, and subscription services. Our primary uses of cash in operating activities are for personnel-related expenditures for software development, personnel-related expenditures for providing consulting, education, and subscription services, and for sales and marketing costs, general and administrative costs, and income taxes. Non-cash items to further reconcile net (loss) to net cash provided by operating activities consist primarily of depreciation and amortization, reduction in the carrying amount of operating lease ROU assets, credit losses and sales allowances, deferred taxes, release of liabilities for unrecognized tax benefits, share-based compensation expense, digital asset impairment losses, amortization of the issuance costs and debt discount on our long-term debt, and gain on partial lease termination.

Net cash provided by operating activities increased $40.2 million during 2021, as compared to the prior year, due to a $534.3 million increase from changes in non-cash items (principally related to digital asset impairment losses offset by deferred taxes) and a $33.9 million increase from changes in operating assets and liabilities, partially offset by a $528.0 million increase in net loss.

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Net cash used in investing activities.  The changes in net cash (used in) provided by investing activities primarily relate to purchases of digital assets, purchases and redemptions of short-term investments, and expenditures on property and equipment.  Net cash used in investing activities increased $1.611 billion during 2021, as compared to the prior year, due to a $1.502 billion increase in purchases of bitcoins and a $119.9 million decrease in proceeds from the redemption of short-term investments, partially offset by a $9.9 million decrease in purchases of short-term investments and a $0.9 million decrease in purchases of property and equipment. During 2021, we purchased bitcoin using the net proceeds from the issuance of our 2027 Convertible Notes and 2028 Secured Notes, the issuance and sale of class A common stock under the Open Market Sale Agreement, and excess cash. During 2020, we purchased bitcoin using the net proceeds from the issuance of our 2025 Convertible Notes and excess cash, including cash from the liquidation of short-term investments.

Net cash provided by financing activities.  The changes in net cash provided by (used in) financing activities primarily relate to the issuance of our long-term debt, the sale of class A common stock offered under the Open Market Sale Agreement, the purchase of treasury stock, the exercise of stock options under the 2013 Equity Plan, the issuance of class A common stock under the 2021 ESPP, and the payment of withholding tax on vesting of restricted stock units. Net cash provided by financing activities increased $1.978 billion during 2021, as compared to the prior year, due to $1.050 billion in gross proceeds from our 2027 Convertible Notes, $1.000 billion in gross proceeds from the sale of class A common stock offered under the Open Market Sale Agreement, $500.0 million in gross proceeds from our 2028 Secured Notes, a $123.2 million decrease in purchases of treasury stock, and $2.9 million in proceeds from the issuance of class A common stock under the 2021 ESPP, partially offset by $650.0 million in gross proceeds in 2020 from our 2025 Convertible Notes, $12.8 million of issuance costs paid for our 2028 Secured Notes, a $10.4 million decrease in proceeds from the exercise of stock options under the 2013 Equity Plan, a $10.2 million increase in issuance costs paid for our Convertible Notes, $9.5 million of issuance costs paid related to the Open Market Sale Agreement, and $4.7 million of withholding tax paid on vesting of restricted stock units.

Convertible Senior Notes and 2028 Senior Secured Notes

In December 2020, we issued $650.0 million aggregate principal amount of the 2025 Convertible Notes and in February 2021, we issued $1.050 billion aggregate principal amount of the 2027 Convertible Notes. We used the net proceeds from the issuance of the Convertible Notes to acquire bitcoin.  The terms of the Convertible Notes are discussed more fully in Note 8, Long-term Debt, to the Consolidated Financial Statements. During 2021, we paid $4.9 million in interest to holders of the 2025 Convertible Notes. The 2027 Convertible Notes do not bear regular interest and we have not paid any special interest to holders of the 2027 Convertible Notes to date.

In June 2021, we issued $500.0 million aggregate principal amount of the 2028 Secured Notes. We used the net proceeds from the issuance of the 2028 Secured Notes to acquire bitcoin. The terms of the 2028 Secured Notes are discussed more fully in Note 8, Long-term Debt, to the Consolidated Financial Statements. During 2021, we paid $15.4 million in interest to holders of the 2028 Secured Notes.

Open Market Sale Agreement

On June 14, 2021, we entered into the Open Market Sale Agreement with Jefferies, pursuant to which we issued and sold shares of our class A common stock having an aggregate offering price of approximately $1.0 billion from time to time through Jefferies. The terms of the Open Market Sale Agreement are discussed more fully in Note 13, Open Market Sale Agreement, to the Consolidated Financial Statements. During 2021, we sold 1,413,767 shares of our class A common stock under the Open Market Sale Agreement, at an average gross price per share of approximately $707.33, for aggregate net proceeds (less $9.5 million in sales commissions and expenses) of approximately $990.5 million. As of December 31, 2021, the cumulative aggregate offering price of the shares of class A common stock sold under the Open Market Sale Agreement was approximately $1.0 billion, inclusive of sales commissions, constituting the maximum program amount under the Open Market Sale Agreement.

Share repurchases. During the year ended December 31, 2021, we did not repurchase any shares of our class A common stock.  During the year ended December 31, 2020, we repurchased an aggregate of 444,769 shares of our 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. During the year ended December 31, 2020, we also repurchased an aggregate of 432,313 shares of our class A common stock through a modified Dutch Auction tender 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 such tender offer.  See “Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” of this Annual Report and Note 14, Treasury Stock, to the Consolidated Financial Statements for further information.

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Unrecognized tax benefits. As of December 31, 2021, we had $6.2 million of total gross unrecognized tax benefits, including accrued interest, of which $2.1 million was recorded in “Other long-term liabilities” and $4.1 million was recorded in “Deferred tax assets, net.” The timing of any payments that could result from these unrecognized tax benefits will depend on a number of factors, and accordingly the amount and period of any future payments cannot be estimated. We do not expect any significant tax payments related to these obligations during 2022.

Recent Accounting Standards

See Note 3, Recent Accounting Standards, to the Consolidated Financial Statements for further information.