Michael Saylor43:07
Yeah. So first of all, the way we define it is we're taking the equity market cap and then we're adding in the debt, the net debt, and we're adding 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 and we publish 10-Qs and 10-Ks. And if you read them, what you'll see is a raft of language that says, 'By the way, this is not a measure of liquidity and this doesn't show the full financial picture and you have to take into account all of the liabilities, all of the assets of the company to form an opinion.' So the reason I don't think there's anything wrong with our MNAV calculation, but the MNAV calculation isn't the only calculation. You can also calculate MNAB by adjusting, you can calculate net assets. Take the assets of the company, subtract the debt and then you could subtract the preferred stock if you wanted and you would have a net asset value per share. So you can have gross assets per share and net assets per share. And you can see these things don't matter if the company is substantially equity financed or the debt is like a small amount, a stub. They start to matter when the company has got 30, 40, 50% preferred stock and at that point you would have a different number. So assets per share could be 100x a share and net assets could be 80 or 90 per share. If you're actually calculating the price you have to sell the stock at in order to generate a BTC yield, it's a higher price than the price you have to sell the stock at in order to generate a US dollar yield because if you, for example, if the company's worth a billion dollars and you sell a hundred million of stock, is it dilutive? If you trade $100 million of stock for $10 million in cash, it's dilutive. So what are the classic dilutive deals? I bought someone's billion dollar business for a billion of stock and then I wrote it down a year later because I realized it's only worth 50 million bucks and I actually got 50 million of value for a billion dollars of stock. It was a $950 million dilution. So dilutive deals happen often when you're buying an intangible asset like a company with its goodwill and you overvalue the thing you bought. If I bought a Picasso for a hundred million and it was only worth 25 million, that might be a dilution. When you trade a hundred million of stock for a hundred million of cash, there's not a lot of room to write the cash down, right? It's a hundred million of cash. So the likelihood that you get surprised by a write down of goodwill and it becomes a dilutive deal is next to nothing. So it turns out that a billion dollar company that issues a hundred million of equity has not diluted the shareholders. It's simply expanded the capital structure from 1 billion to 1.1 billion. You still have the same assets per share, right? You have 10% more shares. You have 10% more. If you had a billion dollars and a billion dollar market cap and you sold a hundred million of shares and you get a hundred million of cash, what you're doing in those trades is you're expanding the capital structure which is credit positive, right? You're creating more credit worth. The company's more creditworthy. You've got more cash and you're probably increasing the liquidity of the equity. It's not dilutive at all. It's just growing the company. Where the calculations get complicated is when you have various types of liabilities. And by the way, let's say I have $10 billion of debt that comes due in a year. That's not the same as $10 billion of credit that you have a variable dividend rate on that comes due never. You can treat them the same, but one of them is a liability of sorts, a liability in liquidation, but actually an asset in operation. That's why it's a hybrid. That's why it's complicated. And that being the case, you'll find that there's a lot of times when it makes sense to expand the capital structure of the company and add cash or add Bitcoin, which decreases credit risk, which increases equity liquidity, which expands but is not dilutive. Now what I would say is the reason the lawyers would say you cannot mention these things, you won't see a quarterly filing where we just said the Bitcoin yield was this. The quarterly filing comes with 95 pages of documents and in there you have the complete balance sheet, all the cash, the net debt, all the obligations. And one of the things when you're a public officer like the Sarbanes-Oxley bill, the statement I sign every quarter for like 30 years almost is you're saying there are no off-balance sheet liabilities undisclosed. So for you to understand whether the company's accreting or diluting, you have to understand all of the tangible assets, the cash, all of the liabilities. But now, is it really appropriate to subtract a billion dollars of preferred equity as a liability? Not if you're a bank. It's literally mezzanine capital. It's equity. And so it is a dividend liability, cumulative or non-cumulative, but it is not a balance sheet liability. And so now you're asking the question, well, what is accretive? It turns out that generally if the company is selling equity above the net asset value on a per share basis and swapping it for tangible assets whether it's Bitcoin or cash, it will be accretive. If you calculate the net asset value per share, Bitcoin plus cash minus all the liabilities, and you have an opinion about whether that is a liability and you sell the equity below that number, then that will be dilutive. And so there are equity swaps that are dilutive. They have to take into account a model of liabilities, assets, and the full balance sheet per share at the time you did the swap. And that's why you're right. This MNAV, you can come up with another MNAV that might be better. What I would say is, when we invented BTC yield, we hadn't invented digital credit yet. So the business model has changed in the last 12 months. In fact, digital credit's only 10 months old and we didn't know it was going to work until 3 months ago or 4 months ago. So the business model is evolving. The metrics are evolving. By the way, I'm going to give you a prop. Until you guys came public, we weren't able to publish Bitcoin per share on our website. And if you go to our website, we finally have Bitcoin per share. The lawyers thought that was just too scary a thing to put out. So we have added metrics, Bitcoin per share. We've added new metrics for credit metrics that are evolving. I don't think we're done. I don't think that BTC yield can be understood, but only if you make an assumption about BTC ARR for the next 30 years. And if you don't, right? And so BTC yield isn't wrong if you're forecasting 10 years from now at 20% ARR. But if you said to me, Mike, what is the accretion of the deal this minute or on Monday morning when you publish the 8K, then you would actually go and you would calculate net asset. You would calculate Satoshi's per share on a net basis attributable to the common stock shareholders after subtracting the liabilities. But with the caveat that it's simple to subtract the debt liability because it's a hard dollar amount with a date certain. There's still a lot of room for debate about what is the right way to value a hybrid credit instrument like STRC. The trolls will say it's not credit. Well, it's certainly credit. Go to your AI and ask whether or not preferred stocks that pay a dividend are credit. It will say it's credit. Preferred stocks are credit. Dividend bearing instruments are credit. It's credit. It's not debt. But debt, I will tell you, Jack, our debt has options to the benefit of the creditor. For example, the people that bought the convertible bond have the right to put it back to us if it's trading below par on a put date. That's an option that accrues to them. The STRC credit, the preferred credit, they have options that accrue to the issuer. It's the exact opposite. Whereas the creditor has an option which is a liability to the company, the credit issuer in a pref has an option that's an asset to the company. And so that being the case, I don't think that there's one simple metric. What I would say to you is I think that the set of digital metrics for a digital treasury company are evolving in a market. They change what we do. You changed what we do. We're all impacting each other and we're learning from each other. It's a moving target. The business models aren't even 12 months old. And then if you were to say, well, I can say I think I generated $5 billion in Bitcoin gain if you assume Bitcoin is going to appreciate 10% a year. If you're an equity investor, the assumption you have to make is does Bitcoin appreciate 10% a year for a decade? Is the business model of selling digital credit stable for a decade? Is the volatility of Bitcoin stable for a decade? If yes to those three things, I'll give you a P/E of 10. But if I'm not sure, I might give you a P/E of two. And so there is a massive room for people to value these equity instruments and credit instruments based upon sophisticated models. I think the company's obligation is we publish everything under the sun. The critics don't listen to the earnings call. They don't read the document. It's like, well, if you don't have attention span to read a page, you're probably not going to read 100 pages. But my advice to everybody is if you don't have a long attention span, put the document into the AI and ask the AI to read it for you and analyze it and break it down and then it will give you at least an informed opinion as opposed to someone that just wants to tweet something on Twitter and get some clicks.