Michael Saylor43:07
First of all, the way we define it is we take the equity market cap, add in the net debt, and add in the notional preferred equity to create an MNAV, which we put on our website. But a lawyer will tell you that a public company cannot have a publicly traded security based strictly on a single website disclosure. If you look at what we publish, we publish 8Ks, 10-Qs, and 10-Ks. If you read them, you'll see a raft of language saying this is not a measure of liquidity, this doesn't show the full financial picture, and you have to take into account all the liabilities and assets of the company to form an opinion. I don't think there's anything wrong with our MNAV calculation, but it's not the only calculation. You can also calculate net assets: take the assets of the company, subtract the debt, and you could subtract the preferred stock if you wanted, and you would have a net asset value per share. You can have gross assets per share and net assets per share. These things don't matter if the company is substantially equity financed or the debt is small. They start to matter when the company has 30%, 40%, 50% preferred stock. Assets per share could be $100, and net assets could be $80 or $90 per share. If you're calculating the price you have to sell the stock at to generate a BTC yield, it's a higher price than the price to generate a US dollar yield. If the company is worth a billion dollars and you sell $100 million of stock, is it dilutive? If you trade $100 million of stock for $10 million in cash, it's dilutive. Classic dilutive deals: I bought someone's billion-dollar business for a billion of stock and wrote it down a year later because it was only worth $50 million. That was $950 million dilution. Dilutive deals happen when you buy an intangible asset like a company with goodwill and overvalue it. If I bought a Picasso for $100 million and it was only worth $25 million, that might be dilution. When you trade $100 million of stock for $100 million of cash, there's not much room to write the cash down. The likelihood of a surprise write-down of goodwill is next to nothing. A billion-dollar company that issues $100 million of equity has not diluted the shareholders. It simply expanded the capital structure from $1 billion to $1.1 billion. You still have the same assets per share. You have 10% more shares and 10% more cash. You're expanding the capital structure, which is credit positive. The company is more creditworthy, and you're increasing liquidity of the equity. It's not dilutive at all. It's just growing the company. The calculations get complicated with various types of liabilities. Let's say I have $10 billion of debt due in a year. That's not the same as $10 billion of credit with a variable dividend rate that never comes due. You can treat them the same, but one is a liability in liquidation but an asset in operation. That's why it's a hybrid and complicated. There are many times when it makes sense to expand the capital structure and add cash or Bitcoin, which decreases credit risk and increases equity liquidity. The lawyers would say you cannot mention these things in a quarterly filing without 95 pages of documents showing the complete balance sheet, all cash, net debt, and obligations. As a public officer under Sarbanes-Oxley, I sign every quarter stating there are no off-balance-sheet liabilities undisclosed. To understand whether the company is accreting or diluting, you must understand all tangible assets, cash, and liabilities. Is it appropriate to subtract a billion dollars of preferred equity as a liability? Not if you're a bank. It's mezzanine capital, equity. It is a dividend liability, cumulative or non-cumulative, but not a balance sheet liability. Generally, if the company sells equity above net asset value per share and swaps it for tangible assets like Bitcoin or cash, it will be accretive. If you calculate net asset value per share (Bitcoin plus cash minus all liabilities) and sell equity below that number, it will be dilutive. There are equity swaps that are dilutive, but they must consider a model of liabilities, assets, and the full balance sheet per share at the time of the swap. You're right that you can come up with another MNAV that might be better. When we invented BTC yield, we hadn't invented digital credit yet. The business model has changed in the last 12 months. Digital credit is only 10 months old, and we didn't know it would work until three or four months ago. The business model is evolving, and the metrics are evolving. Until you guys came public, we weren't able to publish Bitcoin per share on our website. Now we have Bitcoin per share and new credit metrics. I don't think we're done. BTC yield can only be understood if you make an assumption about BTC ARR for the next 30 years. BTC yield isn't wrong if you're forecasting 10 years at 20% ARR. But if you ask me what the accretion of the deal is this minute when we publish the 8K, you would calculate net assets and Satoshis per share on a net basis attributable to common shareholders after subtracting liabilities. It's simple to subtract debt liability because it's a hard dollar amount with a date certain. There's still debate about the right way to value a hybrid credit instrument like STRC. The trolls say it's not credit, but it is. Preferred stocks that pay a dividend are credit. Our debt has options to the benefit of the creditor. The convertible bond buyers have the right to put it back to us if it's trading below par on a put date. That's an option to them. The STRC preferred credit has options that accrue to the issuer. It's the exact opposite. The creditor has an option that is a liability to the company; the credit issuer in a pref has an option that is an asset to the company. There is no one simple metric. The set of digital metrics for a digital treasury company are evolving. They change what we do, and we're learning from each other. The business models aren't even 12 months old. If I say I generated $5 billion in Bitcoin gain assuming Bitcoin appreciates 10% a year, an equity investor must assume Bitcoin appreciates 10% a year for a decade, the business model of selling digital credit is stable for a decade, and Bitcoin volatility is stable for a decade. If yes to those three, I'll give you a P/E of 10. If not, maybe a P/E of 2. There is massive room for people to value these instruments based on sophisticated models. The company's obligation is to publish everything. The critics don't listen to the earnings call or read the document. If you don't have the attention span to read a page, you won't read 100 pages. My advice is to put the document into AI and ask it to read and analyze it. That will give you an informed opinion, unlike someone who just wants to tweet for clicks.