SEC Company Response from Strategy (MSTR) — Jul 15, 2014
Strategy Inc
Date: July 15, 2014 · CIK: 0001050446 · Accession: 0001193125-14-269213
AI Filing Summary & Sentiment
File numbers found in text: 000-24435
Referenced dates: July 10, 2014
Letter
Securities and Exchange Commission Division of Corporation Finance MicroStrategy Incorporated Form 10-K for the Fiscal Year Ended December 31, 2013 Filed February 12, 2014 File No. 000-24435
Dear Mr. Gilmore, Ms. Davis, and Ms. Pyles:
On behalf of MicroStrategy Incorporated (the “Company”), I am responding to the comments contained in the letter dated July 10, 2014 (the “Letter”) from the staff of the Securities and Exchange Commission (the “Commission”) to Douglas K. Thede, Senior Executive Vice President & Chief Financial Officer of the Company, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2013 (the “2013 10-K”). The responses contained herein are keyed to the numbering of the comments in the Letter and the headings used in the Letter. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the 2013 10-K.
Consolidated Financial Statements
Consolidated Statement of Operations, page 73
Comment:
1. We note your response to prior comment 1. As subscription services are service contracts, classification as service revenue would be appropriate in accordance with Rule 5-03 (b)(1) of Regulation S-X. Please confirm that if subscription revenue becomes greater than 10% of total revenue it will be properly classified as service revenue. Alternatively, you may disclose subscription revenue on its own line.
Response:
We confirm that we will continue to monitor our subscription revenues for materiality and disclose it in accordance with the guidance provided in Rule 5-03(b)(1) of Regulation S-X when it exceeds 10% of our total revenue, either as service revenue or as a stand-alone line item.
* * * * *
1850 Towers Crescent Plaza
Tysons Corner, VA 22182
703 848
703 848 8610 Fax
www.microstrategy.com
The Company has sought to address the staff’s comments with respect to these filings in the responses contained herein and therefore has not filed an amendment to the 2013 10-K.
In connection with responding to the staff’s comments, 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.
We hope you find that these responses answer the staff’s questions, but please contact the undersigned at (703) 714-1079 if you have any further questions or would like to discuss our responses.
Very truly yours,
/s/ Douglas K. Thede
Show Raw Text
CORRESP 1 filename1.htm Correspondence 1850 Towers Crescent Plaza Tysons Corner, VA 22182 703 848 8600 703 848 8610 Fax www.microstrategy.com July 15, 2014 Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-4561 Attn: Patrick Gilmore Christine Davis Eiko Pyles Re: MicroStrategy Incorporated Form 10-K for the Fiscal Year Ended December 31, 2013 Filed February 12, 2014 File No. 000-24435 Dear Mr. Gilmore, Ms. Davis, and Ms. Pyles: On behalf of MicroStrategy Incorporated (the “Company”), I am responding to the comments contained in the letter dated July 10, 2014 (the “Letter”) from the staff of the Securities and Exchange Commission (the “Commission”) to Douglas K. Thede, Senior Executive Vice President & Chief Financial Officer of the Company, relating to the Company’s Form 10-K for the fiscal year ended December 31, 2013 (the “2013 10-K”). The responses contained herein are keyed to the numbering of the comments in the Letter and the headings used in the Letter. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the 2013 10-K. Consolidated Financial Statements Consolidated Statement of Operations, page 73 Comment: 1. We note your response to prior comment 1. As subscription services are service contracts, classification as service revenue would be appropriate in accordance with Rule 5-03 (b)(1) of Regulation S-X. Please confirm that if subscription revenue becomes greater than 10% of total revenue it will be properly classified as service revenue. Alternatively, you may disclose subscription revenue on its own line. Response: We confirm that we will continue to monitor our subscription revenues for materiality and disclose it in accordance with the guidance provided in Rule 5-03(b)(1) of Regulation S-X when it exceeds 10% of our total revenue, either as service revenue or as a stand-alone line item. * * * * * 1 1850 Towers Crescent Plaza Tysons Corner, VA 22182 703 848 8600 703 848 8610 Fax www.microstrategy.com The Company has sought to address the staff’s comments with respect to these filings in the responses contained herein and therefore has not filed an amendment to the 2013 10-K. In connection with responding to the staff’s comments, 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. We hope you find that these responses answer the staff’s questions, but please contact the undersigned at (703) 714-1079 if you have any further questions or would like to discuss our responses. Very truly yours, /s/ Douglas K. Thede Douglas K. Thede Senior Executive Vice President & Chief Financial Officer 2