Earnings Call Transcript - MSTR Q4 2024

Shirish Jajodia, Corporate Treasurer and Head of Investor Relations

Hello, everyone, and good evening. I am Shirish Jajodia, Corporate Treasurer and Head of Investor Relations at Strategy. I will be your moderator for Strategy's 2024 Fourth Quarter Earnings Webinar. Before we proceed, I will read the safe harbor statement. Some of the information we provide during today's call regarding our future expectations, plans and prospects may constitute forward-looking statements. Actual results may differ materially from these forward-looking statements due to various important factors, including the risk factors discussed in our most recent 10-Q filed with the SEC and our 8-K filed on January 6, 2025. We assume no obligation to update these forward-looking statements, which speak only as of today. During today's call, we will refer to certain non-GAAP financial measures. Reconciliation showing GAAP versus non-GAAP results are available in our earnings release and presentation, which were issued today and are available on our website at strategy.com. I would now like to welcome you all to today's webinar and let you know that we will be taking questions using the Q&A feature at the bottom of your screen. You can submit questions throughout the webinar, and Michael, Phong, or Andrew will answer questions at the end of the session. Please be sure to provide your name and your company's name when submitting the questions. Now I'll walk you through the agenda for today's call. First, Phong Le will cover the business highlights for the fourth quarter and full year of 2024. Second, Andrew Kang will cover the financial results for the fourth quarter and full year of 2024. And then finally, Michael Saylor will provide a strategic review and discuss the recent Bitcoin market updates. And lastly, we'll open up to Q&A.

Phong Le, President and CEO

Thank you, Shirish. Hello, everyone. I'd like to welcome you all to today's webinar and our first-ever earnings call as Strategy. MicroStrategy Incorporated today announced it is now doing business as Strategy. The MicroStrategy name and logo date back to our incorporation more than three decades ago in 1989. At that time, we positioned ourselves at the forefront of the microcomputer revolution. The term micro symbolizes precision and our focus on harnessing the power of computing to create business intelligence that changed how companies operate. There have, of course, been significant changes since then both in the technology industry and to our strategy. Technology is now ubiquitous and our business strategy and value to our customers is no longer limited to technology. Today, the company is excited to announce its rebrand as Strategy for the following reasons: One, simplicity. Strategy is a single word, easy to remember, and has 40% fewer letters than MicroStrategy. Continuity, since Strategy is the second half of MicroStrategy's historical brand name, it would represent an evolution, but not a complete change or break from our past. And three ambition. The new name would also reflect our ambition to keep pushing boundaries. For example, we are no longer confined to the past, but we're focused on the big picture, driving new innovations in digital capital and business intelligence. So today, Strategy is the world's first and largest Bitcoin treasury company, the largest independent publicly traded business intelligence company, and also a NASDAQ 100 stock. The brand simplification is a natural evolution of the company, reflecting our focus and broad appeal. The new logo includes a stylized B signifying the company's Bitcoin strategy and our unique position as a Bitcoin treasury company. And our new brand's primary color is now orange, which represents energy, intelligence, and Bitcoin. Alongside our rebranding, we're excited to launch the official Strategy merchandise store, a reflection of our commitment to our passionate retail shareholders who take pride in being part of our journey. Just as sports fans probably represent their favorite teams, our shareholders and employees and customers want to showcase their support for Bitcoin and for us. Our store will feature a curated collection of Strategy apparel, accessories, and gear designed for those who share our vision. You can now visit the store at store.strategy.com. We welcome your feedback and look forward to seeing our community represent Strategy with pride. Next, I'm also excited to share that we launched a new website, strategy.com. As you can see on this slide, it includes a live tracker of various metrics and market data, including share price, performance, market cap, Bitcoin count, trading volume, options, open interest, and more. We believe such a disclosure will provide more transparency and consistency and real-time information to our investors and stakeholders. Investors can see both real-time data and historical information such as past Bitcoin purchases in one simple accessible place. We have many investors and analysts aggregating this information on their own and we thank them for their fastidious work. Now we can provide this information trusted and governed all in one place. Finally, we've relaunched our software website too, strategysoftware.com. We continue to be at the forefront of innovation powered by AI business intelligence. We're also progressing rapidly with our cloud transition with a truly cloud-native open multi-cloud approach. These are highlighted at our new software website. To celebrate our new brand, learn more about our innovations in AI, cloud, and business intelligence, spend time with our software customers, and meet folks on the forefront of Bitcoin for corporations. I invite you all to join us at Strategy World 2025 in Orlando, Florida. Go to our websites to register for this event, and I look forward to seeing many of you in Orlando. And if a brand launch was not enough, many of you know we've had a very busy quarter since our last earnings call. Here are some highlights. One, we continue to see momentum in migrating existing customers and adding new prospects to our managed cloud platform. In Q4 2024, we saw a 50% year-over-year increase in current subscription billings and a 48% year-over-year increase in subscription services revenues. Second, we've adopted FASB's Fair Value Accounting Standard for our Bitcoin Holdings, and this accounting change will be reflected in our Q1 2025 financials. This will lead to a large one-time cumulative effect net increase to the opening balance of our retained earnings of $12.75 billion in Q1 as our Bitcoin Holdings will be revalued from the current carrying value to the market value. We are proud to have contributed to the corporate initiative advocating for the revision of prior reporting standards that categorize Bitcoin as an indefinite lived intangible asset. Three, in December 2024, Strategy was officially included in the NASDAQ 100 Index. As a result, investors in QQQ and other NASDAQ 100 Index funds will receive exposure to our Bitcoin strategy. According to some estimates, ETFs tracking the NASDAQ 100 have more than $550 billion in assets under management. We view this as an important milestone in the institutional adoption of Bitcoin and we're proud to be part of the NASDAQ 100. In December, we welcomed three new members to our Board of Directors, Brian Brooks; Jane Dietze; and Gregg Winiarski. This expansion increases our Board from six to nine members and reinforces our commitment to the highest standards of corporate governance. Each of these distinguished leaders brings a wealth of invaluable experience and expertise in digital assets, capital markets, and regulatory matters. And we believe they will make significant contributions to our strategy as a Bitcoin treasury company, further strengthening our strategic vision and oversight. Lastly, we conducted a special shareholder meeting in January where our shareholders voted to increase the authorized Class A common stock to 10.33 billion shares and preferred stock to 1.005 billion shares, respectively. The expanded share count will support the execution of our strategy to raise capital opportunistically and effectively through both equity and fixed income securities to purchase Bitcoin in a manner that we believe is advantageous and accretive to our shareholders under the prevailing market conditions. Moving on to the Bitcoin highlights for 2024, Strategy remains the largest corporate holder of Bitcoin in the world, now holding 471,107 Bitcoins with a total Bitcoin market value of $46 billion as of February 2. And in full year 2024, we acquired an additional 258,320 Bitcoin for a total purchase cost of $22.1 billion at an average price of $85,447. In 2024, the price of Bitcoin appreciated, spurred notably by the approval of spot Bitcoin exchange traded products or ETPs. Additionally, the pro-crypto stance of the new administration led by President Trump has drawn considerable institutional attention to the asset class. We believe the introduction and initial success of the spot Bitcoin ETPs evidenced the growing maturation of Bitcoin as an institution-grade asset class with broader regulatory recognition and institutional adoption. On the capital markets front, we made significant progress towards the advancement of our Bitcoin strategy. We announced our 21-21 plan in the Q3 earnings call in November to target raising $21 billion of equity and $21 billion from fixed income securities between 2025 and 2027. We have made progress under our 21-21 plan much faster than originally anticipated with rapid and responsible growth in our capital raising given favorable market dynamics. In the full year 2024 and quarter-to-date, in Q1 2025, we raised $18.8 billion net proceeds through our at-the-market or ATM equity offering program and raised $6.2 billion through the issuance of five different tranches of convertible notes. This makes Strategy the largest issuer of convertible bonds in a single calendar year in the last decade. We also raised $584 million gross proceeds by issuing Strike, a preferred perpetual stock, last week after filing a shelf registration. We expect to continue issuing innovative fixed income securities and seek to enable our common stock to outperform Bitcoin via intelligent leverage. To manage our overall leverage intelligently and maintain a healthy and robust balance sheet, we redeemed our $500 million senior secured notes due 2028 and called our $650 million convertible notes due 2025 and $1.05 billion convertible notes due 2027. All of our Bitcoin serving as collateral securing our 2028 senior secured notes was released. As illustrated on this slide, our new capital structure includes the issuance of convertible preferred equity for investors seeking lower volatility and leverage. We believe that our new perpetual strike preferred stock or STRK is a complementary addition to our convertible bonds and any future fixed debt instruments we might have. Strategy's unique position allowed us to introduce Strike, which is a form of convertible preferred stock with an embedded perpetual call option on Strategy, our common stock, which has substantial exposure to Bitcoin.

Andrew Kang, CFO

Thank you, Phong. I'll begin with a review of the Software results, then go into further detail on our Bitcoin strategy and those results. On Slide 16, you can see in Q4, total Software revenues were approximately $121 million, down 3% year-over-year. Full year 2024 total revenues were approximately $464 million, down 7% year-over-year. We fully anticipated product license revenues along with support revenues to decrease in Q4 and our revenue trend continues to reflect the ongoing successful transition of our Software business from on-premise to cloud. Turning to the Cloud results, Q4 Subscription Services revenues increased 48% year-over-year and now make up approximately 20% of total revenues. Full year 2024 Subscription Services revenues were approximately $106.7 million, reflecting an increase of 32% year-over-year. The growth in Subscription Services revenues is a result of the growth in our subscription billings, which also grew by 57% in Q4 to approximately $65 million, our fourth straight year of quarterly double-digit growth. The strong growth in our subscription billings was again driven by both existing customer migrations to the cloud as well as new customer wins in Q4 and our customer renewal rates continue to remain elevated, consistent with prior quarters. We continue to see growth in demand for our cloud platform and Q4 was the strongest quarter of customer migrations to cloud to date. The decrease in product license revenues and support revenues will be offset by growth in Subscription Services revenues. We expect this trend will continue in 2025 in the short term, but in the long run, cloud subscription services revenues should offset this shift as we fully transition our business to the cloud. Cost of revenues were approximately $34 million, up 21% compared to Q4 of last year, and approximately $130 million for the full year, up 18% year-over-year. The increase was driven primarily by higher cloud-hosting costs, which we expect to continue in future periods as a direct result of our growing cloud business. Operating expenses for the software business were approximately $94 million, down 6% compared to Q4 of last year and full year OpEx was approximately $396 million, which was up 2% year-over-year. And lastly, digital asset impairment charges in Q4 were approximately $1 billion and approximately $1.8 billion for the full year. I am happy to announce that Q4 will be the last quarter where we will recognize an impairment charge on our Bitcoin Holdings as we move to fair-value accounting in Q1. Now turning to our Bitcoin Strategy. Q4 was the most successful quarter of adding Bitcoin on our balance sheet since the adoption of our Bitcoin strategic reserve. We acquired 218,887 Bitcoins from the beginning of the fourth quarter till now for approximately $20.5 billion at an average price of $93,600 per Bitcoin. As of January 24, the company held a total of 471,107 Bitcoins acquired for an aggregate cost of $30.4 billion or approximately $64,511 per Bitcoin. Strategy has added Bitcoin to our balance sheet in every single quarter since August 2020 across 50-plus announcements and 100% of our Bitcoin Holdings remain fully unencumbered. As of February 2nd, 2025, the market value of our Bitcoin Holdings was $46.1 billion, purchased at an aggregate cost of $30.4 billion and an average Bitcoin purchase price of $64,511. Beginning with our Q1 2025 reported results, we will reflect the impact of the new FASB fair value accounting rule for our Bitcoin Holdings as part of net income. As a result of the change in accounting rule on January 1, 2025, we recognized a positive cumulative adjustment to the opening balance of our retained earnings of approximately $12.7 billion, which was in large part due to the significant difference between the higher market value of our Bitcoin compared to the carrying value of the Bitcoin on our balance sheet as of December 31. We will remeasure the fair value of our Bitcoin Holdings on the last day of the first quarter and any difference in the price of Bitcoin at the end of the first quarter compared to the ending price on December 31 will be recognized as income or loss as part of our GAAP reported net income. Since establishing the record $21 billion common equity ATM program on October 30 of last year, which was in fact the largest in capital markets history, we have issued new shares swiftly yet extremely prudently while adapting to the strong market conditions. This chart illustrates the weekly breakdown for the average daily shares issued via our ATM compared to the overall average daily trading volume for each of those weeks. You'll note that while we have sold $16.7 billion of common equity since announcing our new ATM program, that activity accounted for only a very modest 2.9% of the total average daily trading volume of MSTR for the entire period. We continuously monitor Bitcoin price, MSTR share price as well as overall trading volumes in a programmatic and disciplined manner to sell shares through our ATM and execute sales in a manner we believe that does not impact the overall market price of MSTR. Now turning to our Treasury operations. We had one of our most impactful quarters from a capital markets execution perspective. In Q4, we issued a new $3 billion convertible note in November, which was upsized and well-received by the market. The notes due December 2029 had a 0% coupon and 55% conversion premium, reflecting a conversion price of approximately $672 per share. As in the past, the net proceeds from the new convert were used to acquire additional Bitcoin. In Q1, we called for the redemption of our $1.05 billion 2027 convertible notes. As the notes were substantially in-the-money, we expect most holders will elect to convert their notes into shares of our Class A common stock on or prior to the redemption date. We believe this creates capacity for additional intelligent leverage for our balance sheet in the form of new fixed-income instruments. After the redemption of our 2027 convertible notes, our nearest debt maturity is now more than three years away and not until late 2028. The remainder of our scheduled debt maturities are evenly spread over several years out to 2032 with a weighted average scheduled debt maturity of approximately five years. Under our current capital structure, we now have $6.2 billion of unsecured convertible debt outstanding with a blended interest rate of approximately 0.56% with staggered stated maturities beginning in December 2028 through June 2032. Last quarter, we filed a $21 billion equity at-the-market program, which was the single largest ATM program ever filed in the U.S. As of February 2, we issued $16.7 billion of common equity under this program and approximately $4.3 billion of capacity remains available under the shelf. This slide outlines the key terms of Strike, our newly issued perpetual convertible preferred stock. We successfully raised $584 million in gross proceeds through the issuance of 7.3 million shares at an offering price of $80 per share. We expect that the security will be listed on NASDAQ under the ticker STRK beginning on February 6. Looking ahead, we have the flexibility to explore an ATM shelf registration for issuing additional Strike shares similar to our common stock ATM program. Strike represents the next step in the evolution of our capital structure, expanding the range of investment opportunities for our investors with varying risk profiles and it complements our equity and existing convertible bonds, offering exposure to Bitcoin through MSTR with lower volatility and leverage. We continue to maintain significant debt coverage with $47 billion in Bitcoin Holdings against just $3 billion in out-of-the-money convertible debt or approximately 15 times coverage.

Michael Saylor, Executive Chairman

Thank you. I appreciate the opportunity to address you all today. I'd like to talk about development so far. Why don't we start with the last 12 months in the Bitcoin marketplace. I think starting from January of 2024 with the approval of the spot Bitcoin ETFs, we had an excellent year of institutional adoption. I would say Wall Street adoption of those ETFs has been extraordinary. There's now something on the range of $140 billion of capital that's flowed into spot Bitcoin ETFs around the world. We saw this transition to fair value accounting in 2024. We've got a Bitcoin President. We've got a pro-Bitcoin cabinet. We've seen an end to the war on crypto. We've got 250 plus pro-crypto legislators in Congress. We've seen the repeal of SAB 121, which had an effect of preventing banks from being able to consider banking Bitcoin. We've got a lot of enthusiasm around the Strategic Bitcoin Reserve Act, and we've seen a dramatic increase in Bitcoin standard companies. Companies like Mara, like Riot, like Semler, like Metaplanet, like KULR are all beginning to adopt Bitcoin as a treasury reserve asset. And there's just been a consistent increase in Bitcoin awareness throughout mainstream media and throughout the traditional investor community over the last 12 months. I want to say a few words about our strategy rebrand. We have become a global brand. People recognize Strategy in South America and Europe, in Asia, all across the world, all across the U.S. and so this is a very logical development. Strategy is easier to say, easier to spell, easier to find, easier to remember. I've been 30 years in the business and I can't tell you how many times I've heard someone refer to MicroStrategy and get the plural wrong and spell it wrong. I think that this particular instantiation and elegant evolution of our brand is going to allow us to reach a much broader group of customers, investors, and partners. And I also think it ties our identity much more closely to Bitcoin and all of the positive aspects of the Bitcoin network in the world. Our performance is driven by Bitcoin. Since we adopted Bitcoin as our primary treasury reserve asset, we've been able to generate annualized performance of approximately 110% per year, which is really extraordinary in the history of the capital markets. Over that time period, bonds are minus 5%, gold and real estate between 6% and 8% ARR. The hurdle rate really is the S&P index, which is about 14% and if you want to beat it, you pick the top seven companies, the Magnificent Seven, you can almost double it. You could get 29%. Bitcoin has outperformed that by a factor of 2%. We've been able to outperform Bitcoin by intelligently leveraging Bitcoin. At the end of the day, if you just bought Bitcoin, you would outperform 99% of the S&P 500. Bitcoin as pure digital capital is a very compelling investment idea. The Magnificent Seven is outperforming 94% of the S&P 500. The index is outperforming 62%. The message here is many companies are struggling to outperform the index. It's time to consider a Bitcoin strategy. MicroStrategy has embraced volatility, and not only do we pursue it with Bitcoin, but we pursue it with our leverage strategies to actually get a volatility that's greater than the native Bitcoin volatility. Our convertible bonds are unique if you wanted to get Bitcoin exposure, but you wanted to get the credit assurances of a bond and/or the volatility characteristics of a bond, MicroStrategy is unique. We were the largest convertible bond issuer in 2024. Our strategy is to create the next step in the evolution of our capital structure, expanding the range of investment opportunities for our investors with different risk profiles. We've created these two simple ideas. Our target of the management team is to generate $10 billion of BTC gains this year and our target is to generate a 15% BTC Yield this year through our treasury operations. Thank you again for your support, and I will now turn the call over to Shirish for some questions from the audience.

Andrew Kang, CFO

Sure. Thanks for the question. I guess, first off, it's worth just saying again, we believe Strike is an extremely accretive tool to raise capital. And yet today, it's just a pretty small part of our tool chest compared to our ATM and our converts. In terms of meeting the obligations, we will not need to rely solely on cash from operations. We will use all of our capital sources to pay these dividends, including primarily the ATM. I guess it's worth noting too, look, we raised over $20 billion in capital, $20 billion in capital since the beginning of Q4. You really need to compare that to the $14 million-ish in the quarterly dividend payments for Strike. So it's just our ability to raise capital relative to the obligation on Strike is immense compared to what we need to pay. Overall, I think we are very comfortable in our ability to pay these in perpetuity.

Michael Saylor, Executive Chairman

Good question. We've been in dialogue with the IRS on this matter, and we're also in dialogue with members of the cabinet and with supporters on Capitol Hill and the Senate and the House. We don't think that there is any broad-based support for the idea of an unrealized capital gains tax on crypto assets for large corporate holders. So we don't expect over time that this will come too much. But having said all that, in the event that there was an unrealized capital gains tax on corporate holders, it would be a nuisance that it would somewhat slow down our growth rate. But at the end of the day, we're arbitraging equity and debt capital markets where the cost-of-capital is 5% to 15% and the volatilities were 5% to 15% against Bitcoin with performance of 60%. Whether or not we're arbitraging 60 versus 10 or 55 versus 10 or 52 versus 10, doesn't really much change the business strategy, might just slightly slow down our growth rate. And we remain confident that we'll manage this issue.

Shirish Jajodia, Corporate Treasurer and Head of Investor Relations

Great. Thank you, Michael. We are going to jump into the questions now. And the first question is for Andrew. This is about the Strike deal, say the question is like, congrats on the successful capital raise through Strike convertible preferred and the question is, could you please elaborate on the flexibility for the Strike dividend to be paid out in cash or in common stock? And how do you plan to fund the dividends going forward? Thank you, Andrew. We are actually over the allocated time for this call. So we will take one final question for Michael and that is regarding the tax issue. So what are the company's latest thoughts on the taxes on unrealized capital gains, and what steps are being taken to mitigate this risk? And what are the implications if this tax issue becomes effective at some point in the future?

Phong Le, President and CEO

Thank you, Shirish. I want to thank everyone who joined us today. And as always, we really do appreciate all of your support. Hopefully, you're as excited as we are about our enterprise software strategy, our Bitcoin strategy, and our strategy in general. We look forward to seeing you again in 12 weeks and hopefully, we'll see a lot of you in Orlando at Strategy World 2025 in early May. Thanks and have a good evening.