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Nathan Reiff

Nathan Reiff

3 years ago

Howey Test and Cryptocurrencies: 'Every ICO Is a Security'

What Is the Howey Test?

To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts." 

The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.

Understanding the Howey Test

The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land. 

The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.

This established four criteria for determining an investment contract. Investing contract:

  1. An investment of money
  2. n a common enterprise
  3. With the expectation of profit
  4. To be derived from the efforts of others

In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.

Howey Test and Cryptocurrencies

Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.

The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test. 

Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."

For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.

These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."

Special Considerations

If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register. 

In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry. 

Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities. 

SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'

Howey Test FAQs

How Do You Determine If Something Is a Security?

The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.

The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.

Why Is Bitcoin Not a Security?

Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.

Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities. 

A Security Defined by the SEC

In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.

The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:

  • An investment contract's existence
  • The formation of a common enterprise
  • The issuer's profit promise
  • Third-party promotion of the offering

Read original post.

More on Web3 & Crypto

Jonathan Vanian

Jonathan Vanian

4 years ago

What is Terra? Your guide to the hot cryptocurrency

With cryptocurrencies like Bitcoin, Ether, and Dogecoin gyrating in value over the past few months, many people are looking at so-called stablecoins like Terra to invest in because of their more predictable prices.

Terraform Labs, which oversees the Terra cryptocurrency project, has benefited from its rising popularity. The company said recently that investors like Arrington Capital, Lightspeed Venture Partners, and Pantera Capital have pledged $150 million to help it incubate various crypto projects that are connected to Terra.

Terraform Labs and its partners have built apps that operate on the company’s blockchain technology that helps keep a permanent and shared record of the firm’s crypto-related financial transactions.

Here’s what you need to know about Terra and the company behind it.

What is Terra?

Terra is a blockchain project developed by Terraform Labs that powers the startup’s cryptocurrencies and financial apps. These cryptocurrencies include the Terra U.S. Dollar, or UST, that is pegged to the U.S. dollar through an algorithm.

Terra is a stablecoin that is intended to reduce the volatility endemic to cryptocurrencies like Bitcoin. Some stablecoins, like Tether, are pegged to more conventional currencies, like the U.S. dollar, through cash and cash equivalents as opposed to an algorithm and associated reserve token.

To mint new UST tokens, a percentage of another digital token and reserve asset, Luna, is “burned.” If the demand for UST rises with more people using the currency, more Luna will be automatically burned and diverted to a community pool. That balancing act is supposed to help stabilize the price, to a degree.

“Luna directly benefits from the economic growth of the Terra economy, and it suffers from contractions of the Terra coin,” Terraform Labs CEO Do Kwon said.

Each time someone buys something—like an ice cream—using UST, that transaction generates a fee, similar to a credit card transaction. That fee is then distributed to people who own Luna tokens, similar to a stock dividend.

Who leads Terra?

The South Korean firm Terraform Labs was founded in 2018 by Daniel Shin and Kwon, who is now the company’s CEO. Kwon is a 29-year-old former Microsoft employee; Shin now heads the Chai online payment service, a Terra partner. Kwon said many Koreans have used the Chai service to buy goods like movie tickets using Terra cryptocurrency.

Terraform Labs does not make money from transactions using its crypto and instead relies on outside funding to operate, Kwon said. It has raised $57 million in funding from investors like HashKey Digital Asset Group, Divergence Digital Currency Fund, and Huobi Capital, according to deal-tracking service PitchBook. The amount raised is in addition to the latest $150 million funding commitment announced on July 16.

What are Terra’s plans?

Terraform Labs plans to use Terra’s blockchain and its associated cryptocurrencies—including one pegged to the Korean won—to create a digital financial system independent of major banks and fintech-app makers. So far, its main source of growth has been in Korea, where people have bought goods at stores, like coffee, using the Chai payment app that’s built on Terra’s blockchain. Kwon said the company’s associated Mirror trading app is experiencing growth in China and Thailand.

Meanwhile, Kwon said Terraform Labs would use its latest $150 million in funding to invest in groups that build financial apps on Terra’s blockchain. He likened the scouting and investing in other groups as akin to a “Y Combinator demo day type of situation,” a reference to the popular startup pitch event organized by early-stage investor Y Combinator.

The combination of all these Terra-specific financial apps shows that Terraform Labs is “almost creating a kind of bank,” said Ryan Watkins, a senior research analyst at cryptocurrency consultancy Messari.

In addition to cryptocurrencies, Terraform Labs has a number of other projects including the Anchor app, a high-yield savings account for holders of the group’s digital coins. Meanwhile, people can use the firm’s associated Mirror app to create synthetic financial assets that mimic more conventional ones, like “tokenized” representations of corporate stocks. These synthetic assets are supposed to be helpful to people like “a small retail trader in Thailand” who can more easily buy shares and “get some exposure to the upside” of stocks that they otherwise wouldn’t have been able to obtain, Kwon said. But some critics have said the U.S. Securities and Exchange Commission may eventually crack down on synthetic stocks, which are currently unregulated.

What do critics say?

Terra still has a long way to go to catch up to bigger cryptocurrency projects like Ethereum.

Most financial transactions involving Terra-related cryptocurrencies have originated in Korea, where its founders are based. Although Terra is becoming more popular in Korea thanks to rising interest in its partner Chai, it’s too early to say whether Terra-related currencies will gain traction in other countries.

Terra’s blockchain runs on a “limited number of nodes,” said Messari’s Watkins, referring to the computers that help keep the system running. That helps reduce latency that may otherwise slow processing of financial transactions, he said.

But the tradeoff is that Terra is less “decentralized” than other blockchain platforms like Ethereum, which is powered by thousands of interconnected computing nodes worldwide. That could make Terra less appealing to some blockchain purists.

Sam Bourgi

Sam Bourgi

3 years ago

DAOs are legal entities in Marshall Islands.

The Pacific island state recognizes decentralized autonomous organizations.

The Republic of the Marshall Islands has recognized decentralized autonomous organizations (DAOs) as legal entities, giving collectively owned and managed blockchain projects global recognition.

The Marshall Islands' amended the Non-Profit Entities Act 2021 that now recognizes DAOs, which are blockchain-based entities governed by self-organizing communities. Incorporating Admiralty LLC, the island country's first DAO, was made possible thanks to the amendement. MIDAO Directory Services Inc., a domestic organization established to assist DAOs in the Marshall Islands, assisted in the incorporation.

The new law currently allows any DAO to register and operate in the Marshall Islands.

“This is a unique moment to lead,” said Bobby Muller, former Marshall Islands chief secretary and co-founder of MIDAO. He believes DAOs will help create “more efficient and less hierarchical” organizations.

A global hub for DAOs, the Marshall Islands hopes to become a global hub for DAO registration, domicile, use cases, and mass adoption. He added:

"This includes low-cost incorporation, a supportive government with internationally recognized courts, and a technologically open environment."

According to the World Bank, the Marshall Islands is an independent island state in the Pacific Ocean near the Equator. To create a blockchain-based cryptocurrency that would be legal tender alongside the US dollar, the island state has been actively exploring use cases for digital assets since at least 2018.

In February 2018, the Marshall Islands approved the creation of a new cryptocurrency, Sovereign (SOV). As expected, the IMF has criticized the plan, citing concerns that a digital sovereign currency would jeopardize the state's financial stability. They have also criticized El Salvador, the first country to recognize Bitcoin (BTC) as legal tender.

Marshall Islands senator David Paul said the DAO legislation does not pose the same issues as a government-backed cryptocurrency. “A sovereign digital currency is financial and raises concerns about money laundering,” . This is more about giving DAOs legal recognition to make their case to regulators, investors, and consumers.

Vitalik

Vitalik

3 years ago

Fairness alternatives to selling below market clearing prices (or community sentiment, or fun)

When a seller has a limited supply of an item in high (or uncertain and possibly high) demand, they frequently set a price far below what "the market will bear." As a result, the item sells out quickly, with lucky buyers being those who tried to buy first. This has happened in the Ethereum ecosystem, particularly with NFT sales and token sales/ICOs. But this phenomenon is much older; concerts and restaurants frequently make similar choices, resulting in fast sell-outs or long lines.

Why do sellers do this? Economists have long wondered. A seller should sell at the market-clearing price if the amount buyers are willing to buy exactly equals the amount the seller has to sell. If the seller is unsure of the market-clearing price, they should sell at auction and let the market decide. So, if you want to sell something below market value, don't do it. It will hurt your sales and it will hurt your customers. The competitions created by non-price-based allocation mechanisms can sometimes have negative externalities that harm third parties, as we will see.

However, the prevalence of below-market-clearing pricing suggests that sellers do it for good reason. And indeed, as decades of research into this topic has shown, there often are. So, is it possible to achieve the same goals with less unfairness, inefficiency, and harm?

Selling at below market-clearing prices has large inefficiencies and negative externalities

An item that is sold at market value or at an auction allows someone who really wants it to pay the high price or bid high in the auction. So, if a seller sells an item below market value, some people will get it and others won't. But the mechanism deciding who gets the item isn't random, and it's not always well correlated with participant desire. It's not always about being the fastest at clicking buttons. Sometimes it means waking up at 2 a.m. (but 11 p.m. or even 2 p.m. elsewhere). Sometimes it's just a "auction by other means" that's more chaotic, less efficient, and has far more negative externalities.

There are many examples of this in the Ethereum ecosystem. Let's start with the 2017 ICO craze. For example, an ICO project would set the price of the token and a hard maximum for how many tokens they are willing to sell, and the sale would start automatically at some point in time. The sale ends when the cap is reached.

So what? In practice, these sales often ended in 30 seconds or less. Everyone would start sending transactions in as soon as (or just before) the sale started, offering higher and higher fees to encourage miners to include their transaction first. Instead of the token seller receiving revenue, miners receive it, and the sale prices out all other applications on-chain.

The most expensive transaction in the BAT sale set a fee of 580,000 gwei, paying a fee of $6,600 to get included in the sale.

Many ICOs after that tried various strategies to avoid these gas price auctions; one ICO notably had a smart contract that checked the transaction's gasprice and rejected it if it exceeded 50 gwei. But that didn't solve the issue. Buyers hoping to game the system sent many transactions hoping one would get through. An auction by another name, clogging the chain even more.

ICOs have recently lost popularity, but NFTs and NFT sales have risen in popularity. But the NFT space didn't learn from 2017; they do fixed-quantity sales just like ICOs (eg. see the mint function on lines 97-108 of this contract here). So what?

That's not the worst; some NFT sales have caused gas price spikes of up to 2000 gwei.

High gas prices from users fighting to get in first by sending higher and higher transaction fees. An auction renamed, pricing out all other applications on-chain for 15 minutes.

So why do sellers sometimes sell below market price?

Selling below market value is nothing new, and many articles, papers, and podcasts have written (and sometimes bitterly complained) about the unwillingness to use auctions or set prices to market-clearing levels.

Many of the arguments are the same for both blockchain (NFTs and ICOs) and non-blockchain examples (popular restaurants and concerts). Fairness and the desire not to exclude the poor, lose fans or create tension by being perceived as greedy are major concerns. The 1986 paper by Kahneman, Knetsch, and Thaler explains how fairness and greed can influence these decisions. I recall that the desire to avoid perceptions of greed was also a major factor in discouraging the use of auction-like mechanisms in 2017.

Aside from fairness concerns, there is the argument that selling out and long lines create a sense of popularity and prestige, making the product more appealing to others. Long lines should have the same effect as high prices in a rational actor model, but this is not the case in reality. This applies to ICOs and NFTs as well as restaurants. Aside from increasing marketing value, some people find the game of grabbing a limited set of opportunities first before everyone else is quite entertaining.

But there are some blockchain-specific factors. One argument for selling ICO tokens below market value (and one that persuaded the OmiseGo team to adopt their capped sale strategy) is community dynamics. The first rule of community sentiment management is to encourage price increases. People are happy if they are "in the green." If the price drops below what the community members paid, they are unhappy and start calling you a scammer, possibly causing a social media cascade where everyone calls you a scammer.

This effect can only be avoided by pricing low enough that post-launch market prices will almost certainly be higher. But how do you do this without creating a rush for the gates that leads to an auction?

Interesting solutions

It's 2021. We have a blockchain. The blockchain is home to a powerful decentralized finance ecosystem, as well as a rapidly expanding set of non-financial tools. The blockchain also allows us to reset social norms. Where decades of economists yelling about "efficiency" failed, blockchains may be able to legitimize new uses of mechanism design. If we could use our more advanced tools to create an approach that more directly solves the problems, with fewer side effects, wouldn't that be better than fiddling with a coarse-grained one-dimensional strategy space of selling at market price versus below market price?

Begin with the goals. We'll try to cover ICOs, NFTs, and conference tickets (really a type of NFT) all at the same time.

1. Fairness: don't completely exclude low-income people from participation; give them a chance. The goal of token sales is to avoid high initial wealth concentration and have a larger and more diverse initial token holder community.

2. Don’t create races: Avoid situations where many people rush to do the same thing and only a few get in (this is the type of situation that leads to the horrible auctions-by-another-name that we saw above).

3. Don't require precise market knowledge: the mechanism should work even if the seller has no idea how much demand exists.

4. Fun: The process of participating in the sale should be fun and game-like, but not frustrating.

5. Give buyers positive expected returns: in the case of a token (or an NFT), buyers should expect price increases rather than decreases. This requires selling below market value.
Let's start with (1). From Ethereum's perspective, there is a simple solution. Use a tool designed for the job: proof of personhood protocols! Here's one quick idea:

Mechanism 1 Each participant (verified by ID) can buy up to ‘’X’’ tokens at price P, with the option to buy more at an auction.

With the per-person mechanism, buyers can get positive expected returns for the portion sold through the per-person mechanism, and the auction part does not require sellers to understand demand levels. Is it race-free? The number of participants buying through the per-person pool appears to be high. But what if the per-person pool isn't big enough to accommodate everyone?

Make the per-person allocation amount dynamic.

Mechanism 2 Each participant can deposit up to X tokens into a smart contract to declare interest. Last but not least, each buyer receives min(X, N / buyers) tokens, where N is the total sold through the per-person pool (some other amount can also be sold by auction). The buyer gets their deposit back if it exceeds the amount needed to buy their allocation.
No longer is there a race condition based on the number of buyers per person. No matter how high the demand, it's always better to join sooner rather than later.

Here's another idea if you like clever game mechanics with fancy quadratic formulas.

Mechanism 3 Each participant can buy X units at a price P X 2 up to a maximum of C tokens per buyer. C starts low and gradually increases until enough units are sold.

The quantity allocated to each buyer is theoretically optimal, though post-sale transfers will degrade this optimality over time. Mechanisms 2 and 3 appear to meet all of the above objectives. They're not perfect, but they're good starting points.

One more issue. For fixed and limited supply NFTs, the equilibrium purchased quantity per participant may be fractional (in mechanism 2, number of buyers > N, and in mechanism 3, setting C = 1 may already lead to over-subscription). With fractional sales, you can offer lottery tickets: if there are N items available, you have a chance of N/number of buyers of getting the item, otherwise you get a refund. For a conference, groups could bundle their lottery tickets to guarantee a win or a loss. The certainty of getting the item can be auctioned.

The bottom tier of "sponsorships" can be used to sell conference tickets at market rate. You may end up with a sponsor board full of people's faces, but is that okay? After all, John Lilic was on EthCC's sponsor board!

Simply put, if you want to be reliably fair to people, you need an input that explicitly measures people. Authentication protocols do this (and if desired can be combined with zero knowledge proofs to ensure privacy). So we should combine the efficiency of market and auction-based pricing with the equality of proof of personhood mechanics.

Answers to possible questions

Q: Won't people who don't care about your project buy the item and immediately resell it?

A: Not at first. Meta-games take time to appear in practice. If they do, making them untradeable for a while may help mitigate the damage. Using your face to claim that your previous account was hacked and that your identity, including everything in it, should be moved to another account works because proof-of-personhood identities are untradeable.

Q: What if I want to make my item available to a specific community?

A: Instead of ID, use proof of participation tokens linked to community events. Another option, also serving egalitarian and gamification purposes, is to encrypt items within publicly available puzzle solutions.

Q: How do we know they'll accept? Strange new mechanisms have previously been resisted.

A: Having economists write screeds about how they "should" accept a new mechanism that they find strange is difficult (or even "equity"). However, abrupt changes in context effectively reset people's expectations. So the blockchain space is the best place to try this. You could wait for the "metaverse", but it's possible that the best version will run on Ethereum anyway, so start now.

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Ethan Siegel

Ethan Siegel

2 years ago

How you view the year will change after using this one-page calendar.

The conventional way we display annual calendars, at left, requires us to examine each month separately, either relegating the full year to a tiny font on a single page or onto 12 separate pages. Instead, the one-page calendar, at right, enables you to find whatever you want all throughout the year. (Credit: E. Siegel, with a public domain conventional calendar at left)

No other calendar is simpler, smaller, and reusable year after year. It works and is used here.

Most of us discard and replace our calendars annually. Each month, we move our calendar ahead another page, thus if we need to know which day of the week corresponds to a given day/month combination, we have to calculate it or flip forward/backward to the corresponding month. Questions like:

  • What day does this year's American Thanksgiving fall on?

  • Which months contain a Friday the thirteenth?

  • When is July 4th? What day of the week?

  • Alternatively, what day of the week is Christmas?

They're hard to figure out until you switch to the right month or look up all the months.

However, mathematically, the answers to these questions or any question that requires matching the day of the week with the day/month combination in a year are predictable, basic, and easy to work out. If you use this one-page calendar instead of a 12-month calendar, it lasts the whole year and is easy to alter for future years. Let me explain.

Rather than a calendar displaying separate images for each month out of the year, this one-page calendar can be used to match up the day of the week with the dates/months of the year with perfect accuracy all in a single view. (Credit: E. Siegel)

The 2023 one-page calendar is above. The days of the month are on the lower left, which works for all months if you know that:

  • There are 31 days in January, March, May, July, August, October, and December.

  • All of the months of April, June, September, and November have 30 days.

  • And depending on the year, February has either 28 days (in non-leap years) or 29 days (in leap years).

If you know this, this calendar makes it easy to match the day/month of the year to the weekday.

Here are some instances. American Thanksgiving is always on the fourth Thursday of November. You'll always know the month and day of the week, but the date—the day in November—changes each year.

On any other calendar, you'd have to flip to November to see when the fourth Thursday is. This one-page calendar only requires:

  • pick the month of November in the top-right corner to begin.

  • drag your finger down until Thursday appears,

  • then turn left and follow the monthly calendar until you reach the fourth Thursday.

To find American Thanksgiving, you need to find the 4th Thursday in November. Using the one-page calendar, start at November, move down to find Thursday, then move to the left to count off to the fourth Thursday in November. In 2023, that date will be November 23rd. (Credit: E. Siegel)

It's obvious: 2023 is the 23rd American Thanksgiving. For every month and day-of-the-week combination, start at the month, drag your finger down to the desired day, and then move to the left to see which dates match.

What if you knew the day of the week and the date of the month, but not the month(s)?

A different method using the same one-page calendar gives the answer. Which months have Friday the 13th this year? Just:

  • begin on the 13th of the month, the day you know you desire,

  • then swipe right with your finger till Friday appears.

  • and then work your way up until you can determine which months the specific Friday the 13th falls under.

If you know which date/day-of-the-week combination you’re seeking but don’t know which months will meet that criteria, start with the date (1–31), move to the right until you find the day of the week you want, then move up and find which months match that criteria. Every year will always have at least one such combination. (Credit: E. Siegel)

One Friday the 13th occurred in January 2023, and another will occur in October.

The most typical reason to consult a calendar is when you know the month/day combination but not the day of the week.

Compared to single-month calendars, the one-page calendar excels here. Take July 4th, for instance. Find the weekday here:

  • beginning on the left on the fourth of the month, as you are aware,

  • also begin with July, the month of the year you are most familiar with, at the upper right,

  • you should move your two fingers in the opposite directions till they meet: on a Tuesday in 2023.

That's how you find your selected day/month combination's weekday.

If you were curious as to which day of the week July 4th, 2023 fell on, rather than flipping a conventional calendar to July and seeing, you could trace “4” to the right and “July” down, finding where they meet (on a Tuesday) revealing the day-of-the-week. (Credit: E. Siegel)

Another example: Christmas. Christmas Day is always December 25th, however unless your conventional calendar is open to December of your particular year, a question like "what day of the week is Christmas?" difficult to answer.

Unlike the one-page calendar!

Remember the left-hand day of the month. Top-right, you see the month. Put two fingers, one from each hand, on the date (25th) and the month (December). Slide the day hand to the right and the month hand downwards until they touch.

They meet on Monday—December 25, 2023.

Using the one-page calendar for 2023, you can figure out the day-of-the-week of any calendar day by placing one finger on the “date” at left and another on the “month” at top. By moving your fingers respectively to the right and down, where they meet will reveal the day of the week to you. (Credit: E. Siegel)

For 2023, that's fine, but what happens in 2024? Even worse, what if we want to know the day-of-the-week/day/month combo many years from now?

I think the one-page calendar shines here.

Except for the blue months in the upper-right corner of the one-page calendar, everything is the same year after year. The months also change in a consistent fashion.

Each non-leap year has 365 days—one more than a full 52 weeks (which is 364). Since January 1, 2023 began on a Sunday and 2023 has 365 days, we immediately know that December 31, 2023 will conclude on a Sunday (which you can confirm using the one-page calendar) and that January 1, 2024 will begin on a Monday. Then, reorder the months for 2024, taking in mind that February will have 29 days in a leap year.

This image shows the one-page calendar view for the next leap year we’re going to experience: 2024. Note that the monthly patterns have changed from how they were in a non-leap year, displaying a new pattern unique to leap years, corresponding to the fact that February has 29 days instead of 28. (Credit: E. Siegel)

Please note the differences between 2023 and 2024 month placement. In 2023:

  • October and January began on the same day of the week.

  • On the following Monday of the week, May began.

  • August started on the next day,

  • then the next weekday marked the start of February, March, and November, respectively.

  • Unlike June, which starts the following weekday,

  • While September and December start on the following day of the week,

  • Lastly, April and July start one extra day later.

Since 2024 is a leap year, February has 29 days, disrupting the rhythm. Month placements change to:

  • The first day of the week in January, April, and July is the same.

  • October will begin the following day.

  • Possibly starting the next weekday,

  • February and August start on the next weekday,

  • beginning on the following day of the week between March and November,

  • beginning the following weekday in June,

  • and commencing one more day of the week after that, September and December.

Due to the 366-day leap year, 2025 will start two days later than 2024 on January 1st.

The non-leap year 2025 has the same calendar as 2023, expect with the days-of-the-week that each month begins on shifted forward by three days for each month. This is because 2023 was not a leap year and 2024 was, meaning that an extra 3 days are needed over and above the 104 full weeks contained in 2023 and 2024 combined. (Credit: E. Siegel)

Now, looking at the 2025 calendar, you can see that the 2023 pattern of which months start on which days is repeated! The sole variation is a shift of three days-of-the-week ahead because 2023 had one more day (365) than 52 full weeks (364), and 2024 had two more days (366). Again,

  • On Wednesday this time, January and October begin on the same day of the week.

  • Although May begins on Thursday,

  • August begins this Friday.

  • March, November, and February all begin on a Saturday.

  • Beginning on a Sunday in June

  • Beginning on Monday are September and December,

  • and on Tuesday, April and July begin.

In 2026 and 2027, the year will commence on a Thursday and a Friday, respectively.

The one-page calendars for 2026 and 2027, as shown next to one another. Note that the calendars are identical, save that the day-of-the-week that each month begins on is shifted by one day from the prior year to the next. This occurs every time a non-leap year is followed by another non-leap year. (Credit: E. Siegel)

We must return to our leap year monthly arrangement in 2028. Yes, January 1, 2028 begins on a Saturday, but February, which begins on a Tuesday three days before January, will have 29 days. Thus:

  • Start dates for January, April, and July are all Saturdays.

  • Given that October began on Sunday,

  • Although May starts on a Monday,

  • beginning on a Tuesday in February and August,

  • Beginning on a Wednesday in March and November,

  • Beginning on Thursday, June

  • and Friday marks the start of September and December.

This is great because there are only 14 calendar configurations: one for each of the seven non-leap years where January 1st begins on each of the seven days of the week, and one for each of the seven leap years where it begins on each day of the week.

This example of a one-page calendar, which represents the year 2028, will be valid for all leap years that begin with January 1st on a Saturday. The leap year version of the one-page calendar repeats every 28 years, unless you pass a non-leap year ending in “00,” in which case the repeat will either be 12 or 40 years instead. (Credit: E. Siegel)

The 2023 calendar will function in 2034, 2045, 2051, 2062, 2073, 2079, 2090, 2102, 2113, and 2119. Except when passing over a non-leap year that ends in 00, like 2100, the repeat time always extends to 12 years or shortens to an extra 6 years.

  • The pattern is repeated in 2025's calendar in 2031, 2042, 2053, 2059, 2070, 2081, 2087, 2098, 2110, and 2121.

  • The extra 6-year repeat at the end of the century on the calendar for 2026 will occur in the years 2037, 2043, 2054, 2065, 2071, 2082, 2093, 2099, 2105, and 2122.

  • The 2027s calendar repeats in 2038, 2049, 2055, 2066, 2077, 2083, 2094, 2100, 2106, and 2117, almost exactly matching the 2026s pattern.

For leap years, the recurrence pattern is every 28 years when not passing a non-leap year ending in 00, or 12 or 40 years when we do. 2024's calendar repeats in 2052, 2080, 2120, 2148, 2176, and 2216; 2028's in 2056, 2084, 2124, 2152, 2180, and 2220.

Knowing January 1st and whether it's a leap year lets you construct a one-page calendar for any year. Try it—you might find it easier than any other alternative!

Marcus Lu

Marcus Lu

3 years ago

The Brand Structure of U.S. Electric Vehicle Production

Will Tesla be able to maintain its lead in the EV market for very long?

This is one of the most pressing issues in the American auto sector today. One positive aspect of Tesla is the company's devoted customer base and recognizable name recognition (similar to Apple). It also invests more in research and development per vehicle than its rivals and has a head start in EV production.

Conversely, established automakers like Volkswagen are actively plotting their strategy to surpass Tesla. As the current market leaders, they have decades of experience in the auto industry and are spending billions to catch up.

We've visualized data from the EPA's 2022 Automotive Trends Report to bring you up to speed on this developing story.

Info for the Model Year of 2021

The full production data used in this infographic is for the 2021 model year, but it comes from a report for 2022.

Combined EV and PHEV output is shown in the table below (plug-in hybrid electric vehicle).

It is important to note that Toyota and Stellantis, the two largest legacy automakers in this dataset, only produced PHEVs. Toyota's first electric vehicle, the bZ4X, won't hit the market until 2023.

Stellantis seems to be falling even further behind, despite having enormous unrealized potential in its Jeep and Ram brands. Stellantis CEO Carlos Tavares said in a recent interview that the firm has budgeted $36 billion for electrification and software.

Legacy Brands with the Most Momentum

In the race to develop electric vehicles, some long-standing manufacturers have gotten the jump on their rivals.

Volkswagen, one of these storied manufacturers, has made a significant investment in electric vehicles (EVs) in the wake of the Dieselgate scandal. The company plans to roll out multiple EV models, including the ID.3 hatchback, ID.4 SUV, and ID. Buzz, with the goal of producing 22 million EVs by 2028. (an electric revival of the classic Microbus).

Even Ford is keeping up, having just announced an EV investment of $22 billion between 2021 and 2025. In November of 2022, the company manufactured their 150,000th Mustang Mach-E, and by the end of 2023, they hoped to have 270,000 of them in circulation.

Additionally, over 200,000 F-150 Lightnings have been reserved since Ford announced the truck. The Lightning is scheduled to have a production run of 15,000 in 2022, 55,000 in 2023, and 80,000 in 2024. Ford's main competitor in the electric pickup truck segment, Rivian, is on track to sell 25,000 vehicles by 2022.

Matthew O'Riordan

Matthew O'Riordan

3 years ago

Trends in SaaS Funding from 2016 to 2022

Christopher Janz of Point Nine Capital created the SaaS napkin in 2016. This post shows how founders have raised cash in the last 6 years. View raw data.

Round size

Unsurprisingly, round sizes have expanded and will taper down in 2022. In 2016, pre-seed rounds were $200k to $500k; currently, they're $1-$2m. Despite the macroeconomic scenario, Series A have expanded from $3m to $12m in 2016 to $6m and $18m in 2022.

Generated from raw data for Seed to Series B from 2016–2022

Valuation

There are hints that valuations are rebounding this year. Pre-seed valuations in 2022 are $12m from $3m in 2016, and Series B prices are $270m from $100m in 2016.

Generated from raw data for Seed to Series B from 2016–2022

Compared to public SaaS multiples, Series B valuations more closely reflect the market, but Seed and Series A prices seem to be inflated regardless of the market.

Source: CapitalIQ as of 13-May-2022

I'd like to know how each annual cohort performed for investors, based on the year they invested and the valuations. I can't access this information.

ARR

Seed firms' ARR forecasts have risen from $0 to $0.6m to $0 to $1m. 2016 expected $1.2m to $3m, 2021 $0.5m to $4m, and this year $0.5m to $2.5m, suggesting that Series A firms may raise with less ARR today. Series B minutes fell from $4.2m to $3m.

Generated from raw data for Seed to Series B from 2016–2022

Capitalization Rate

2022 is the year that VCs start discussing capital efficiency in portfolio meetings. Given the economic shift in the markets and the stealthy VC meltdown, it's not surprising. Christopher Janz added capital efficiency to the SaaS Napkin as a new statistic for Series A (3.5x) and Series B. (2.5x). Your investors must live under a rock if they haven't asked about capital efficiency. If you're unsure:

The Capital Efficiency Ratio is the ratio of how much a company has spent growing revenue and how much they’re receiving in return. It is the broadest measure of company effectiveness in generating ARR

What next?

No one knows what's next, including me. All startup and growing enterprises around me are tightening their belts and extending their runways in anticipation of a difficult fundraising ride. If you're wanting to raise money but can wait, wait till the market is more stable and access to money is easier.