 | 1850 Towers Crescent Plaza Tysons Corner, VA 22182 703 848 8600 703 848 8610 Fax www.microstrategy.com |
December 16, 2021
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-4561
| Attn: | Kathleen Collins |
Rebekah Lindsey
| Re: | MicroStrategy Incorporated |
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed February 12, 2021
Form 10-Q for the Quarter Ended September 30, 2021
Filed October 28, 2021
File No. 000-24435
Dear Ms. Collins and Ms. Lindsey:
On behalf of MicroStrategy Incorporated (the “Company”), I am responding to the comment contained in the letter dated December 3, 2021 (the “Letter”) from the staff of the Securities and Exchange Commission (the “Commission”) to Phong Le, President & Chief Financial Officer of the Company, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2020 (the “2020 10-K”) and Form 10-Q for the quarter ended September 30, 2021 (the “Q3 2021 10-Q”). Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the 2020 10-K and Q3 2021 10-Q.
Form 10-Q for the Quarterly Period Ended September 30, 2021
Non-GAAP Financial Measures, page 29
Comment:
| 1. | We note your response to prior comment 5 and we object to your adjustment for bitcoin impairment charges in your non-GAAP measures. Please revise to remove this adjustment in future filings. Refer to Rule 100 of Regulation G. |
Response:
The Company will revise its disclosures of non-GAAP measures in future filings to remove the adjustment for impairment losses and gains on sale related to bitcoin, as requested by the Commission.
* * * * *
In connection with responding to the staff’s comment, the Company acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filing; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) it may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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| 1850 Towers Crescent Plaza Tysons Corner, VA 22182 703 848 8600 703 848 8610 Fax www.microstrategy.com |
We hope you find that this response answers the staff’s questions, but please contact the undersigned at phle@microstrategy.com if you have any further questions or would like to discuss our response.
| Very truly yours, |
| /s/ Phong Le |
| Phong Le |
| President & Chief Financial Officer |
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