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May 2016May 2016May 2016May 2016
Devonshire Research Group, LLCDevonshire Research Group, LLCDevonshire Research Group, LLCDevonshire Research Group, LLC
Tesla Motors, Inc.
Part II
This presentation is a research report and is for informational purposes only. Opinions expressed are solely those of Devonshire Research Group and this is not a recommendation to purchase securities discussed
herein. This presentation is confidential and may not be reproduced or distributed without the express consent of Devonshire Research Group. Please refer to the next slide for additional disclosures.
-Attorney Confidential-
Disclaimer
Devonshire Research Group, LLC (“Devonshire Research Group”) is an investment adviser to funds and accounts that are in the business of buying and selling
securities and other financial instruments.
Devonshire Research Group currently has a short position in the securities of the subject company covered herein (“Subject Company”). Devonshire Research
Group will profit if the trading prices of Subject Company’s securities decline. Devonshire Research Group may change its views about or its investment
positions in Subject Company at any time, for any reason or no reason. Devonshire Research Group may buy, sell, cover or otherwise change the form or
substance of its Subject Company investment. Devonshire Research Group disclaims any obligation to notify the market of any such changes.
The information and opinions expressed in this presentation (the “Presentation”) are based on publicly available information about Subject Company.
Devonshire Research Group recognizes that there may be non-public information in the possession of Subject Company or others that could lead Subject
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Group’s opinions, which are based upon publicly available information, inferences and deductions through its due diligence and analytical process. To the best
of its ability and belief, all information contained herein and in any oral communication is accurate and reliable, and has been obtained from public sources
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The Presentation contains a very large measure of analysis and opinion and includes forward-looking statements, estimates, projections and opinions prepared
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any other company.
As used herein, except to the extent the context otherwise requires, Devonshire Research Group includes its affiliates and its and their respective partners,
directors, officers and employees.
2
-Attorney Confidential-
Notice of investment interests
3
As of the publication date of this report, the Devonshire Research Group LLC has a net
short position in the stock, put options, bonds, and credit swaps of Tesla Motors, Inc.
(“TSLA” or “Tesla”) and stands to realize gains in the event that the price of TSLA’s
securities declines over the long run, or if investment sentiment improves the appeal of an
expected decline in any of its securities.
Devonshire Research Group recognizes that while its strategy reflects a long term bearish
outlook for Tesla’s security instruments, the short term implication of powerful
marketing, including the power of social media tweeting by the CEO and his PR firm, well
orchestrated and heavily blogged product launches, and a deep and powerful short term
media control and attention span, suggests unpredictable short term volatility.
Devonshire Research Group LLC has a long term net short position across multiple
security instruments.
-Attorney Confidential-
Notice of non-affiliation
4
Part I of this analysis, released publicly in March 2016, was widely praised as effective and fact-driven. Critics of
the analysis allege that the work of the Devonshire Research Group is unfairly biased, due to affiliations with
industry players who seek to limit the market performance of Tesla. This is interesting, but untrue.
Devonshire Research Group hereby asserts that it does not have professional or business relationships with any of
the following organizations:
General Motors
Ford
Toyota
The City of Detroit
Koch Industries
ExxonMobil
Royal Dutch Shell
BP
CB Insights
The Illuminati
Marshall Mathers, aka “Eminem”
-Attorney Confidential-
On financial innovation and creative accounting
5
Never assume malice when stupidity will suffice.
- Hanlon’s Razor
Everything should be as simple as it can be, but not simpler.
- Occam’s Razor
-Attorney Confidential-
Executive Summary
6
� How closely does TSLA’s financing model mirror the features of common Ponzi, Pyramid, and Matrix schemes?
− Numerous cautionary examples share features with TSLA, including hype driven by “visionary leaders”
− TSLA has accepted capital from unsophisticated investors with bold claims on return and/or product value
− If TSLA fails to deliver on these claims it has the potential to enter a death spiral
− Most common death spirals do not require malicious intent, but rather excessive (even delusional) ambition
� The profitability of the Model 3 depends on TSLA’s ability to squeeze its supply chain; this is a tall order
− Sophisticated suppliers (most notably Panasonic) will fight for their share of the profit
− Panasonic’s rechargeable battery division is constrained in terms of investment capacity and profit demands
− Current suppliers of numerous strategic, high-technology components have little IP and export to the US
− Many Chinese suppliers are vulnerable to patent infringement accusations and could face ITC injunctions
� TSLA’s use of tax credits disproportionately benefits the wealthy at the expense of the average taxpayer
− This inequality is a feature of the luxury-first market penetration strategy
− The election year introduces significant risk for TSLA’s continued reliance on taxpayer subsidies
-Attorney Confidential-
Tesla has engaged in aggressive accounting that calls to mind the
experiences of Enron and WorldCom; its future is highly uncertain
7
-3
-2
-1
0
1
2
3
4
200220012000199919981997
0.0
0.1
0.2
0.3
0.4
0.5
0.6
0.7
0.8
0.9
1.0
1996 1997 1998 1999 2000 2001
-2.5
-2.0
-1.5
-1.0
-0.5
0.0
0.5
2012 2013 2014 2015
WorldCom Net Income WorldCom Net Income WorldCom Net Income WorldCom Net Income
(US Billions)(US Billions)(US Billions)(US Billions)
Enron Net Income Enron Net Income Enron Net Income Enron Net Income
(US Billions)(US Billions)(US Billions)(US Billions)
Tesla Motors Earnings Tesla Motors Earnings Tesla Motors Earnings Tesla Motors Earnings
Per Share (USD)Per Share (USD)Per Share (USD)Per Share (USD)
Tesla has escalated a dangerous habit of unorthodox future-earning-based financing in pursuit of the
questionably profitable and long-delayed Model 3. A misstep in the next two years risks entering a death spiral
Tesla has escalated a dangerous habit of unorthodox future-earning-based financing in pursuit of the
questionably profitable and long-delayed Model 3. A misstep in the next two years risks entering a death spiral
Originally
reported
Revised
Aug 2002
Originally
reported
Revised
Nov 2001
GAAP
Non-GAAP
Source: Devonshire Research Group considers Tesla’s decision to use non-GAAP accounting methods to be inherently aggressive; unorthodox future earnings based financing defined on slide 11
-Attorney Confidential-
Tesla is not a car, battery, or tech company; it is an experimental
financial services company and should be regulated as such
8
Tesla’s financing model is fragile; it is attempting to manage multiple financial instrument models under the same
accounting umbrella— to our knowledge, one of the last companies to attempt this level of financial innovation was Enron
Tesla’s financing model is fragile; it is attempting to manage multiple financial instrument models under the same
accounting umbrella— to our knowledge, one of the last companies to attempt this level of financial innovation was Enron
Use ZEV and state
tax subsidies to
secure Model S, X
price point
Use tax credits,
multi-year payback
to deploy
Superchargers
Use global “green”
subsidies,
incentives to
reduce price point
Convince Nevada
to subsidize
creation of battery
factories, lithium
mines
Use high pre-
orders to boost
share price, issue
shares
Secure Colorado
used car resale
credit to uphold
depreciation
Collect $1k
deposits for Model
3 to finance SG&A
Convince
Panasonic to invest
majority of spend
in Gigafactory
TSLA acting as an unregistered broker dealer
Fragile, unsustainable, unpredictable approaching US election year
Speculative upcoming “innovations”
Use VC to
bootstrap Roadster
prototypes
Overprice
Roadster; use
profit to direct
Model S R&D
Distribute cost of
scale by locking in
multi-year contracts
Pay interest on
deposits of future
models?
Partner with ride
sharing apps such
as Uber?
Implement pooled
fractional / shared
ownership models?
Allow a barter
system to convert
pre-order deposits
into coupons?
Enter into a zero-
ownership model;
the perpetual
lease?
Develop one-car-
per-neighborhood
leasing?
Introduce a pre-
order lottery, allow
rights to be sold to
3rd parties?
Abandon P&L,
Balance Sheet, and
cash flow as
outdated reporting
methods
2003 - 2007 2008 - 2012 2013 - 2015 Early 2016 Late 2016 2017 - ?
Guarantee 3-year
Model S resale
value to ease
nervous buyers
Contributes to growing GAAP discrepancies
Present Model 3
prototype vehicle
“loaded” with costs
>>> $35K target
-Attorney Confidential-
Non-GAAP strategies to limit Model S depreciation boost stock
price at the cost of increased fragility and hidden downside risk
9Source: Edmunds.com, NADA used car guide 2015; Devonshire Research Group analysis suggests traditional accounting strategies would be sufficient without promised resale guarantees and buy-back pricing
Model 3 Model S
RVG threshold
Model S
Model 3 reveal threatens to tank Model S resale values, so Tesla hoards used vehicles to
resell under Colorado used EV credit incentive
Model S resale value guarantee closes negative feedback loop: liability grows as Model S depreciates faster
-Attorney Confidential-
Similarly, Tesla’s 400,000+ unsophisticated, unsecured, and
unpredictable Model 3 “creditors” contribute to a bank run setup
Highly Confidential 10
What could go wrong?What could go wrong?What could go wrong?What could go wrong?Probability before Probability before Probability before Probability before
Model 3 revealModel 3 revealModel 3 revealModel 3 reveal
Probability after Probability after Probability after Probability after
Model 3 revealModel 3 revealModel 3 revealModel 3 revealRationaleRationaleRationaleRationale
Quality issues force delays in Model 3 delivery 30% 75%Urgent drive for cost reduction on fixed timeline
Panasonic drags feet on Gigafactory investment 40% 60%Lack of promised partnerships, minimum purchase agreement
Tesla forced to implement Model 3 buyback guarantee 25% 35%Fear of high depreciation rates stemmingfrom quality concerns
Consortium of auto companies lobbies to remove tax credits 20% 30%Political hot-button issue, Tesla credits benefit the rich
GM raises war chest to acquire IP and litigate against Tesla 10% 20%Minimal IP ownership by Tesla and throughout its supply chain
Tessera or RPX engage in an auto IP relicensing campaign 10% 15%Brewing automotive patent war brings NPEs and related players
Sole-source parts supplier raises prices, taking inventory hostage 5% 10%Model 3 deadline gives suppliers incredible bargaining power
Factory workforce goes on strike / labor dispute 5% 10%Model 3 deadline gives labor force incredible bargaining power
Model 3 subject to regulatory scrutiny for road safety 5% 10%Rapid push to delivery will face scrutiny, especially after Model X
SEC antagonizes TSLA for improper Twitter promotion (Musk) 2% 5%Increased scrutiny surrounding critical upcoming capital raise
IP litigation results in ITC injunction on foreign part imports 2% 5%Incentive for competitors to hamstring already-weak supply network
The Model The Model The Model The Model 3 reveal 3 reveal 3 reveal 3 reveal lights lights lights lights a twoa twoa twoa two----year year year year fuse: setbacks and delays will escalate refunds on depositsfuse: setbacks and delays will escalate refunds on depositsfuse: setbacks and delays will escalate refunds on depositsfuse: setbacks and delays will escalate refunds on deposits
Tesla is operationally vulnerable to setbacks, and the deposit scheme amplifies this vulnerability.
Depositholders expect a $35k vehicle in 2017—how many will vanish if this target is revised?
Tesla is operationally vulnerable to setbacks, and the deposit scheme amplifies this vulnerability.
Depositholders expect a $35k vehicle in 2017—how many will vanish if this target is revised?
Note: probabilities are Devonshire Research Group estimates
Probability of one or more tail risk missteps: 60%60%60%60% 80%80%80%80%
-Attorney Confidential-
To understand Tesla’s business model, we must introduce novel
financial definitions
11
If a business is operated as a FEPF, investors should not carry the expectation that such an enterprise will be run
for a profit; instead, this organization should be terminated, or regulated as a social service or non-profit
If a business is operated as a FEPF, investors should not carry the expectation that such an enterprise will be run
for a profit; instead, this organization should be terminated, or regulated as a social service or non-profit
Future-earning pyramidal financing (FEPF) is a business dynamic characterized by the act of raising
capital to finance future losses rather than future returns. The assumption in this dynamic is that
the future losses will be covered by a second capital raise (similarly pyramidal) which will allow
some investors to exit profitably, although many will reinvest and / or accept losses.
When properly recognized, managed, and regulated, FEPF can be a sustainable arrangement that
operates within both the spirit and letter of the law. Examples may be found in the realm of public
services, non-profits, and social service programs. However, when performed maliciously with
intent to defraud, FEPF forms the dynamic underlying illegal Ponzi, pyramid, and matrix schemes.
Aggressive cash-negative growth ventures that rely entirely on profitability at scale occupy a
dangerous middle ground where delusion often substitutes for malice.
Future-Earning
Pyramidal Financing
(FEPF)
Loss-Tolerant
Investors
(LTI’s)
A category of investors that are capable of losing their investment in an enterprise, company, or
asset with or without their knowledge of this loss.
Financing Pyramid
Reporting
(FPR)
A form of financial reporting adopted from non-profit and venture capital investing that accurately
reflects businesses that are designed to lose money for long periods of time until subsequent
investors are secured, who must confront the needs to building a profitable business
-Attorney Confidential-
How to detect future-earning based financing: 8 key features
12
Risk factors for FEPFsRisk factors for FEPFsRisk factors for FEPFsRisk factors for FEPFs DescriptionDescriptionDescriptionDescription Strong presenceStrong presenceStrong presenceStrong presence Some presenceSome presenceSome presenceSome presence No presenceNo presenceNo presenceNo presence
Investors who contribute capital to a Investors who contribute capital to a Investors who contribute capital to a Investors who contribute capital to a
fundamentally moneyfundamentally moneyfundamentally moneyfundamentally money----losing venturelosing venturelosing venturelosing venture
FEPF finances future losses; investors in these ventures may be victims of fraud, but not always
Continual postponement of profitable operation Continual postponement of profitable operation Continual postponement of profitable operation Continual postponement of profitable operation
with fresh investor capitalwith fresh investor capitalwith fresh investor capitalwith fresh investor capital
Pyramidal financing requires future pyramidal financing to succeed; this recursive aspect is key
Offer of unusual, timeOffer of unusual, timeOffer of unusual, timeOffer of unusual, time----sensitive incentives to sensitive incentives to sensitive incentives to sensitive incentives to
increase demand among investorsincrease demand among investorsincrease demand among investorsincrease demand among investors
FEPF is not standard fundraising, and non-standard fundraising tactics are commonly used
Impressive “returns” which are projected on Impressive “returns” which are projected on Impressive “returns” which are projected on Impressive “returns” which are projected on
paper but may not be achievable at scalepaper but may not be achievable at scalepaper but may not be achievable at scalepaper but may not be achievable at scale
Loss of investor confidence will destroy the FEPF dynamic, so reinvestment rates must be kept high
Minimum return guarantees to increase Minimum return guarantees to increase Minimum return guarantees to increase Minimum return guarantees to increase
confidence of skeptical investorsconfidence of skeptical investorsconfidence of skeptical investorsconfidence of skeptical investors
Permitting investors to exit with generous terms increases odds of subsequent reinvestment
Appeal to moral sensibility with highAppeal to moral sensibility with highAppeal to moral sensibility with highAppeal to moral sensibility with high----minded minded minded minded
aspirations toward equality and generosityaspirations toward equality and generosityaspirations toward equality and generosityaspirations toward equality and generosity
Often an offsetting factor allowing investors to justify investment in a loss-making enterprise
“Disruptive” business model, often with “Disruptive” business model, often with “Disruptive” business model, often with “Disruptive” business model, often with
reasoning reasoning reasoning reasoning opaque to all but a “visionary” leaderopaque to all but a “visionary” leaderopaque to all but a “visionary” leaderopaque to all but a “visionary” leader
A common theme is that old rules no longer apply; irregularities are written off as complexities
Rapid growth leading to collapse unless tightly Rapid growth leading to collapse unless tightly Rapid growth leading to collapse unless tightly Rapid growth leading to collapse unless tightly
monitored and regulatedmonitored and regulatedmonitored and regulatedmonitored and regulated
Uncontrolled growth in these scenarios is often the catalyst for failure—control is key to legitimacy
MaliciousMaliciousMaliciousMalicious DelusionalDelusionalDelusionalDelusional SustainableSustainableSustainableSustainableOverambitiousOverambitiousOverambitiousOverambitiousTypical occurrence cases:
Source: Devonshire Research Group analysis of comparable financing models
-Attorney Confidential-
Tesla is currently engaged in an aggressive future-earning financing
dynamic; failure to manage this vulnerability risks collapse
13
Risk factors for FEPFsRisk factors for FEPFsRisk factors for FEPFsRisk factors for FEPFs DescriptionDescriptionDescriptionDescription TeslaTeslaTeslaTesla
Investors who contribute capital to a Investors who contribute capital to a Investors who contribute capital to a Investors who contribute capital to a
fundamentally moneyfundamentally moneyfundamentally moneyfundamentally money----losing venturelosing venturelosing venturelosing venture
FEPF finances future losses; investors in these ventures may be victims of fraud, but not always
Crowdfunding via zero-interest deposits despite
serious risk that Model 3 will not be profitable
Continual postponement of profitable operation Continual postponement of profitable operation Continual postponement of profitable operation Continual postponement of profitable operation
with fresh investor capitalwith fresh investor capitalwith fresh investor capitalwith fresh investor capital
Pyramidal financing requires future pyramidal financing to succeed; this recursive aspect is key
Plan to fund economy vehicle with multiple
generations of unprofitable luxury models
Offer of unusual, timeOffer of unusual, timeOffer of unusual, timeOffer of unusual, time----sensitive incentives to sensitive incentives to sensitive incentives to sensitive incentives to
increase demand among investorsincrease demand among investorsincrease demand among investorsincrease demand among investors
FEPF is not standard fundraising, and non-standard fundraising tactics are commonly used
Model 3 deposits hold a “place in line” (despite
anticipated regional rollout of the vehicle)
Impressive “returns” which are Impressive “returns” which are Impressive “returns” which are Impressive “returns” which are projected on projected on projected on projected on
paper but may not be paper but may not be paper but may not be paper but may not be achievable at achievable at achievable at achievable at scalescalescalescale
Loss of investor confidence will destroy the FEPF dynamic, so reinvestment rates must be kept high
In Devonshire’s opinion, Tesla may not be in a
position to refund deposits if Model 3 delays force
widespread refunding
Minimum return guarantees to increase Minimum return guarantees to increase Minimum return guarantees to increase Minimum return guarantees to increase
confidence of skeptical investorsconfidence of skeptical investorsconfidence of skeptical investorsconfidence of skeptical investors
Permitting investors to exit with generous terms increases odds of subsequent reinvestment
Model S three-year 50% resale value guarantee; “no
questions asked” refund on Model 3 deposits
Appeal to moral sensibility with highAppeal to moral sensibility with highAppeal to moral sensibility with highAppeal to moral sensibility with high----minded minded minded minded
aspirations toward equality and generosityaspirations toward equality and generosityaspirations toward equality and generosityaspirations toward equality and generosity
Often an offsetting factor allowing investors to justify investment in a loss-making enterprise
Green branding, heavy reliance on tax credits and
other incentives, “save the world” image
“Disruptive” business model, often with “Disruptive” business model, often with “Disruptive” business model, often with “Disruptive” business model, often with
reasoning opaque to all but a “visionary” leaderreasoning opaque to all but a “visionary” leaderreasoning opaque to all but a “visionary” leaderreasoning opaque to all but a “visionary” leader
A common theme is that old rules no longer apply; irregularities are written off as complexities
Vague plans to partner and achieve profitability at
scale anchored to Elon Musk
Rapid growth leading to collapse unless tightly Rapid growth leading to collapse unless tightly Rapid growth leading to collapse unless tightly Rapid growth leading to collapse unless tightly
monitored and regulatedmonitored and regulatedmonitored and regulatedmonitored and regulated
Uncontrolled growth in these scenarios is often the catalyst for failure—control is key to legitimacy
Increasing stakes and unrealistic investor expectations
on a highly speculative business
Source: Devonshire Research Group analysis and opinion; commentary from Elon Musk interviews and quarterly reports; limited information about deposit vaulting available; https://www.teslamotors.com/blog/secret-tesla-motors-master-plan-just-between-you-and-me
-Attorney Confidential-
While future-earning financing is often not malicious, delusional
ambition can be a different path to the same outcome
14
Unsustainable Sustainable
Large-scale
Small-scale
The The The The ffffutureutureutureuture----earning pyramidal financing landscapeearning pyramidal financing landscapeearning pyramidal financing landscapeearning pyramidal financing landscape
“Too big to fail”
Everyday fraud Acceptance of value loss
Massive fraud
� Masks fraud by mixing with
legitimate business activities
� Carefully balances growth and
risk to prolong scheme
� Escapes before scheme fully
collapses
� Vital, ubiquitous, and
nationalized public goods
� Operates outside the public
marketplace
� Limits accounting scrutiny
and speculative investment
� Targets unsophisticated /
vulnerable investors
� Encourages investor
“entrepreneurialism”
� Remains anonymous, then
vanishes
� Argues for non-financial value
proposition to offset loss
� Appeals to emotion and
instinct (branding, PR, etc.)
� Fails fast and acknowledges
limits to growth
Medium-scale
Many VC-backed startups
Aggressive-growth Unicorns
Giants poised to fail
Typical Ponzi, pyramid, and matrix schemes
Charities and public works
Delusional / Overambitious
Source: Devonshire Research Group analysis and opinion; commentary from Elon Musk interviews and quarterly reports
-Attorney Confidential-
While Tesla has bet the farm on extreme growth, insolvency is an
unacceptable fallback strategy for a publicly traded company
15
Sustainable
Large-scale
Small-scale
Notable pyramidal Notable pyramidal Notable pyramidal Notable pyramidal ffffinancing enterprisesinancing enterprisesinancing enterprisesinancing enterprises
Medium-scale
Enron
US Social Security
Fractional Reserve Banking
Televangelism
Peer to Peer & Crowd Funding
projects
Nigerian prince email scams
Multi-level marketing
Medicare
Madoff Ponzi scheme
Bitcoin Savings and Trust
Startup seed funding
WorldCom
Large charitiesRide Sharing
Shared Payment Systems
Unsustainable
Tesla MotorsTesla MotorsTesla MotorsTesla Motors
(Today)(Today)(Today)(Today)
Delusional / Overambitious
Source: Devonshire Research Group analysis and opinion; commentary from Elon Musk interviews and quarterly reports
-Attorney Confidential-
To sustain its financing model, Tesla would need to court
successively larger “loss-tolerant investors” or seek subsidies
16
Sustainable
Large-scale
Small-scale
Tesla: anticipated strategic optionsTesla: anticipated strategic optionsTesla: anticipated strategic optionsTesla: anticipated strategic options
Medium-scale
Tesla only survives as long as it
can continue to secure
successively larger “loss-tolerant
investors” – Panasonic has agreed
to be next, investing in the
Gigafactory. If Panasonic fails to
invest at an aggressive rate, the
financing scheme collapses
Tesla embraces the subsidy
hunting business model fully,
becomes a public good managed
as a non-profit, supplying electric
vehicles to police departments,
schools, state transportation
programs, welfare recipients
Prepay deposits become
unsustainable; Tesla continues to
launch new models, accepting
steadily larger up-front deposits
from prospective customers, with
longer projected delivery dates.
Current deposit refunds are
funded by future model deposits
Unsustainable
Tesla MotorsTesla MotorsTesla MotorsTesla Motors
(Today)(Today)(Today)(Today)
Tesla Tesla Tesla Tesla
Model XModel XModel XModel X
Tesla Tesla Tesla Tesla
Model XModel XModel XModel X
Tesla Tesla Tesla Tesla
RoadsterRoadsterRoadsterRoadster
Tesla Tesla Tesla Tesla
RoadsterRoadsterRoadsterRoadster
Tesla Tesla Tesla Tesla
Model SModel SModel SModel S
Tesla Tesla Tesla Tesla
Model SModel SModel SModel S
Tesla Tesla Tesla Tesla
Model ZModel ZModel ZModel Z
Tesla Tesla Tesla Tesla
Model ZModel ZModel ZModel Z
Supercharger Supercharger Supercharger Supercharger
NetworkNetworkNetworkNetwork
Supercharger Supercharger Supercharger Supercharger
NetworkNetworkNetworkNetwork
GigafactoryGigafactoryGigafactoryGigafactoryGigafactoryGigafactoryGigafactoryGigafactory
Tesla Tesla Tesla Tesla
Model 3Model 3Model 3Model 3
Tesla Tesla Tesla Tesla
Model 3Model 3Model 3Model 3
Delusional / Overambitious
Source: Devonshire Research Group analysis and opinion; commentary from Elon Musk interviews and quarterly reports; Panasonic quarterly reports and press releases
-Attorney Confidential-
Tesla is operationally vulnerable, too dependent on the success of the Model
3, and needs to prepare for the possibility of a future-earning death spiral
17
Our thesis is twofold: (1)(1)(1)(1) the likelihood of a successful Model 3 launch is low, and (2) (2) (2) (2) Tesla will be forced
to seek residual value as a heavily-subsidized (and decidedly non-luxury) public good provider
Our thesis is twofold: (1)(1)(1)(1) the likelihood of a successful Model 3 launch is low, and (2) (2) (2) (2) Tesla will be forced
to seek residual value as a heavily-subsidized (and decidedly non-luxury) public good provider
Adjustment needed
Become a public good org, exit the
public market, and reduce scrutiny;
possible government acquisition
This is the operating assumption; we believe the Model 3 will be late and will not be profitable
Aggressively court loss-tolerant
investors, and provide investors
with roadmap to profit
Growth outcome
Tesla escalates the
FEPF dynamic safely
and sustainably
Tesla escapes FEPF
dynamic with a wildly
successful Model 3
Tesla escalates
pyramidal financing
but mismanages risk
Tesla deposit system
converts to Ponzi
scheme
Historical precedent
Growth of the private pension and
old-age insurance market predating
the Social Security Act
IBM survives Great Depression
and claws back from death (due
largely to Social Security Act)
Enron and WorldCom started as
legitimate ambitious business
model innovators that went rogue
Some Ponzi schemes (e.g. Madoff)
were well-regarded and not
considered fraudulent at the time
Properly inform $1,000 deposit-
holders of their exceptionally risky
position as unsecured creditors
Likelihood
HighHighHighHigh
LowLowLowLow
LowLowLowLow
LowLowLowLow
Our thesis
Source: Devonshire Research Group analysis and opinion
-Attorney Confidential-
On the US auto industry’s impending competitive response to Tesla
18
Where's my gangstas and all my thugsThrow them hands up and show some loveAnd I Welcome you to Detroit CityI said Welcome to Detroit CityEvery place, everywhere we goMan we deep everywhere we rollAsk around and they all know TrickyThat's what's good man they all say Tricky
- Trick Trick, Welcome 2 Detroit
-Attorney Confidential-
Executive Summary
19
� How closely does TSLA’s financing model mirror the features of common Ponzi, Pyramid, and Matrix schemes?
− Numerous cautionary examples share features with TSLA, including hype driven by “visionary leaders”
− TSLA has accepted capital from unsophisticated investors with bold claims on return and/or product value
− If TSLA fails to deliver on these claims it has the potential to enter a death spiral
− Most common death spirals do not require malicious intent, but rather excessive (even delusional) ambition
� The profitability of the Model 3 depends on TSLA’s ability to squeeze its supply chain; this is a tall order
− Sophisticated suppliers (most notably Panasonic) will fight for their share of the profit
− Panasonic’s rechargeable battery division is constrained in terms of investment capacity and profit demands
− Current suppliers of numerous strategic, high-technology components have little IP and export to the US
− Many Chinese suppliers are vulnerable to patent infringement accusations and could face ITC injunctions
� TSLA’s use of tax credits disproportionately benefits the wealthy at the expense of the average taxpayer
− This inequality is a feature of the luxury-first market penetration strategy
− The election year introduces significant risk for TSLA’s continued reliance on taxpayer subsidies
-Attorney Confidential-
The recent Model X issues highlight the fragility of automotive
supply—Tesla’s production will be limited by its weakest link
20
USAUSAUSAUSA
China
S. Korea
Japan
Taiwan
Belgium
Netherlands
Thailand Singapore
UK
Germany
Italy
ColombiaPanama
Australia
Spain / Portugal
Sh
angh
ai
TSLA US shipping imports by geography Supply chain threats
ITC injunction on
Chinese-imported
parts
Price pressure by
Japanese and
Taiwanese suppliers
Low quality and / or
reliability from low-
cost Chinese players
Source: Devonshire Research Group trade data & analysis, lines in diagram reflect imports by supplier and port of departureDestinationSource
-Attorney Confidential-
The cost reduction needed to achieve a $35k Model 3 will
generate strain throughout the supply network
21
Cost bucketCost bucketCost bucketCost bucket Cost reductionCost reductionCost reductionCost reduction Achievable?Achievable?Achievable?Achievable? ObstaclesObstaclesObstaclesObstacles
Gross Profit 78% Likely Need offsetting sales volume, must maintain hype
Supercharger Allowance 0% Likely Will continue to build out infrastructure
Manufacturing Overhead 46% Maybe Need to realize economies of scale in production
Drivetrain 63% Unlikely Suppliers unlikely to accept price reductionSuppliers unlikely to accept price reductionSuppliers unlikely to accept price reductionSuppliers unlikely to accept price reduction
Battery Pack 65% Unlikely Requires discontinuity in battery pricing to achieveRequires discontinuity in battery pricing to achieveRequires discontinuity in battery pricing to achieveRequires discontinuity in battery pricing to achieve
Interior 43% Unlikely Suppliers unlikely to accept price reductionSuppliers unlikely to accept price reductionSuppliers unlikely to accept price reductionSuppliers unlikely to accept price reduction
Systems 0% Maybe More sensors, larger feature set expected for Model 3More sensors, larger feature set expected for Model 3More sensors, larger feature set expected for Model 3More sensors, larger feature set expected for Model 3
Tires, Brakes and Suspension 40% Unlikely Suppliers unlikely to accept price reductionSuppliers unlikely to accept price reductionSuppliers unlikely to accept price reductionSuppliers unlikely to accept price reduction
Body & Final Assembly 3% Maybe Depends on aluminum content and other design factors
( Model 3 model unit cost ) / ( Model S model unit cost )
Source: Estimates based on existing optimistic cost analyses
-Attorney Confidential-
Tesla relies for the most part on a low-cost supply chain – many of these
players lack protectable technology and have little give on margin
22
0
10
20
30
40
50
60
70
40%
100%
80%
60%
20%
0%
UKJapanUKGermanyTaiwanHong KongBelgiumChina
Total # of suppliers% of suppliers with no US patents
Tesla foreign imports by country: approximately half of suppliers hold no US IPTesla foreign imports by country: approximately half of suppliers hold no US IPTesla foreign imports by country: approximately half of suppliers hold no US IPTesla foreign imports by country: approximately half of suppliers hold no US IP
Source: Devonshire Research Group trade & IP databases
1,000
10,000
100,000
1,000,000
10,000,000
# of containers
Tesla has opted for a low-cost and low-IP approach, with close to half of all foreign parts
suppliers for the Models S and X holding exactly zero protective US patents
Tesla has opted for a low-cost and low-IP approach, with close to half of all foreign parts
suppliers for the Models S and X holding exactly zero protective US patents
-Attorney Confidential-
Shipping company US granted patents Product Description
Panasonic Corporation / Sanyo Electric 56,392 Lithium ion batteries
Luvata Oy 11 Copper rods & wiring
Fukuta Electric & Machinery Co., Ltd.Fukuta Electric & Machinery Co., Ltd.Fukuta Electric & Machinery Co., Ltd.Fukuta Electric & Machinery Co., Ltd. 1111 Induction motorInduction motorInduction motorInduction motor
Ceramtec Gmbh 250 Performance ceramics
Ningbo Jinyi Automotive PartsNingbo Jinyi Automotive PartsNingbo Jinyi Automotive PartsNingbo Jinyi Automotive Parts 0000 Charging plugs, integrated platesCharging plugs, integrated platesCharging plugs, integrated platesCharging plugs, integrated plates
Fuji Polymer Industries Co., Ltd. 22 Performance rubber & plastics
Hota Industrial Mfg. Co., Ltd. 0 Gears, shafts, rotors, axles
Srems Zhongshan Cenity Electronic 0 Cooling tubes
Pektron PlcPektron PlcPektron PlcPektron Plc 0000 ElectronicElectronicElectronicElectronic componentscomponentscomponentscomponents
Barum Continental Spol Sro 0 Tires
Nishikawa Rubber Co., Ltd. 141 Weatherstrips
Premo GroupPremo GroupPremo GroupPremo Group 0000 Inductive elementsInductive elementsInductive elementsInductive elements
Amtek Precision Engineering 0 Bracket components
Amtek Plastic Ltd 0 Plates, trays, pipes, etc.
Wabco Fahrzeugsysteme Gmbh 1 Air suspension
Dura Automotive Systems Gmbh 128 Unspecified parts
SixxonSixxonSixxonSixxon Precision Machinery Co., LtdPrecision Machinery Co., LtdPrecision Machinery Co., LtdPrecision Machinery Co., Ltd 0000 Powertrain componentsPowertrain componentsPowertrain componentsPowertrain components
Leopold Kostal Gmbh & Co 27 Steering column switches
Rogers Technologies Co., Ltd 350 Busbars (conductors)
Flextronics International Kft 576 Audio system
Transtek Magnetics Ltd.Transtek Magnetics Ltd.Transtek Magnetics Ltd.Transtek Magnetics Ltd. 0000 TransformersTransformersTransformersTransformers
Huf Huelsbeck & Fuerst Gmbh & Co 171 Keys & starters
Isabellenhuette Heusler Gmbh & Co 6 Battery monitoring
Bizlink Technology Inc 4 Cables / connectors
Many low-IP suppliers provide complex, high-tech componentry;
these parts are vulnerable to US patent suits and ITC import bans
23
Tesla’s largest suppliers: where does the profit come from?Tesla’s largest suppliers: where does the profit come from?Tesla’s largest suppliers: where does the profit come from?Tesla’s largest suppliers: where does the profit come from?
Tesla will need to realize significant cost savings across the board to make the Model 3 profitable—but
advanced components are already produced by low-cost suppliers with no patent holdings
Tesla will need to realize significant cost savings across the board to make the Model 3 profitable—but
advanced components are already produced by low-cost suppliers with no patent holdings
1,000,000100,000,000
Containers shipped to
Tesla since Q3 2009
Key areas of exposure
Source: Devonshire Research Group IP databases
-Attorney Confidential-
The suppliers who do own IP are not loss-tolerant and will not
budge on margins for a relatively small purchaser such as Tesla
24
1
10
100
1,000
10,000
100,000
1 10 100 1,000 10,000 100,000 1,000,000 10,000,000
US patents granted
to supplier
Containers shipped
to Tesla since Q3 ’09
Toyota Motor Corporation
Samsung Sdi Co., Ltd
Panasonic Corporation
Nishikawa Rubber Co., Ltd.
Luvata Pori Oy
LG Electronics Inc
LG Chem Ltd.Kobe Steel, Ltd.
Hongfujin Precision
Fukuta Electric & Machinery Co., Ltd
Fuji Polymer Industries Co.
Foxconn Computer
Flextronics International Kft
Ceramtec Gmbh
International Tesla Suppliers with At Least One US Granted PatentInternational Tesla Suppliers with At Least One US Granted PatentInternational Tesla Suppliers with At Least One US Granted PatentInternational Tesla Suppliers with At Least One US Granted Patent
Belgium
Italy
China
Australia
Germany
Singapore
Japan
Panama
United Kingdom
Hong Kong
Taiwan
South Korea
Country of Origin
Source: Devonshire Research Group trade & IP databases
-Attorney Confidential-
Panasonic will face organizational pressure to abandon the Tesla
partnership if its Gigafactory investment does not pay dividends
25Source: Panasonic Annual Report 2015
The automotive segment is the smallest segment at Panasonic, and EV battery sales are just one component of this revenue stream
The Gigafactory investment alone accounts for nearly three years of automotive capital expenditure—this is a hugely outsized segment investment
$1.6 B
$616 MM
2015 automotive
capital investment
Capital pledged
to Gigafactory
2.6x2.6x2.6x2.6x
Housing
26%
Devices
B2B 25%
AutomotiveAutomotiveAutomotiveAutomotive
Consumer
electronics
17%
17%
16%
45%Comfort
BatteriesBatteriesBatteriesBatteries
Safety
Chargers
28%
23%
Panasonic sales breakdown
Batteries are $3.5B of $72B total revenue
-Attorney Confidential-
Panasonic’s rechargeable battery division is under the corporate
microscope already and targeted for margin increases, not compression
26Source: Panasonic 2015 Annual Report
Rechargeable batteries are 1 of 37 Panasonic divisions Rechargeable batteries are 1 of 37 Panasonic divisions Rechargeable batteries are 1 of 37 Panasonic divisions Rechargeable batteries are 1 of 37 Panasonic divisions
and managed within 1 of 4 large “companies”and managed within 1 of 4 large “companies”and managed within 1 of 4 large “companies”and managed within 1 of 4 large “companies”
Rechargeable batteries are 1 of 6 large scale divisions Rechargeable batteries are 1 of 6 large scale divisions Rechargeable batteries are 1 of 6 large scale divisions Rechargeable batteries are 1 of 6 large scale divisions
wwwwithin its portfolio specially targeted for margin increasesithin its portfolio specially targeted for margin increasesithin its portfolio specially targeted for margin increasesithin its portfolio specially targeted for margin increases
-Attorney Confidential-
Tesla needs a miracle in battery pricing to achieve the Model 3
target price; there is real doubt the Gigafactory will deliver
27Source: Rapidly falling costs of battery packs for electric vehicles, Nature Climate Change, 3/23/15
Data fit gives 8% annual cost reduction by leading manufacturers, suggesting Tesla will not hit
$150 / kWh until 2020—well past the promised end-of-2017 Model 3 delivery date
Data fit gives 8% annual cost reduction by leading manufacturers, suggesting Tesla will not hit
$150 / kWh until 2020—well past the promised end-of-2017 Model 3 delivery date
100
1,000
201620152008 2009 2010 2011 2012 2013 2014
$ / kWh (log scale)Model S battery pack cost estimatesModel S battery pack cost estimatesModel S battery pack cost estimatesModel S battery pack cost estimates
Generally-accepted critical pack price
Zero-margin raw material cost floor
200
400
800
150
114
$190 / kWh claimed by Tesla head of IR, 04/16
-Attorney Confidential-
Executive Summary
28
� How closely does TSLA’s financing model mirror the features of common Ponzi, Pyramid, and Matrix schemes?
− Numerous cautionary examples share features with TSLA, including hype driven by “visionary leaders”
− TSLA has accepted capital from unsophisticated investors with bold claims on return and/or product value
− If TSLA fails to deliver on these claims it has the potential to enter a death spiral
− Most common death spirals do not require malicious intent, but rather excessive (even delusional) ambition
� The profitability of the Model 3 depends on TSLA’s ability to squeeze its supply chain; this is a tall order
− Sophisticated suppliers (most notably Panasonic) will fight for their share of the profit
− Panasonic’s rechargeable battery division is constrained in terms of investment capacity and profit demands
− Current suppliers of numerous strategic, high-technology components have little IP and export to the US
− Many Chinese suppliers are vulnerable to patent infringement accusations and could face ITC injunctions
� TSLA’s use of tax credits disproportionately benefits the wealthy at the expense of the average taxpayer
− This inequality is a feature of the luxury-first market penetration strategy
− The election year introduces significant risk for TSLA’s continued reliance on taxpayer subsidies
-Attorney Confidential-
If the Model 3 is not profitable, Tesla should establish itself as a public
good provider worthy of “prop-up” investment by the government
29
Strategic options in the case that Tesla remains unprofitable after the Model 3Strategic options in the case that Tesla remains unprofitable after the Model 3Strategic options in the case that Tesla remains unprofitable after the Model 3Strategic options in the case that Tesla remains unprofitable after the Model 3
Seek government aid by Seek government aid by Seek government aid by Seek government aid by
positioning as a public goodpositioning as a public goodpositioning as a public goodpositioning as a public good
Seek government aid by Seek government aid by Seek government aid by Seek government aid by
positioning as a public goodpositioning as a public goodpositioning as a public goodpositioning as a public good
Go private and seek other
sources of investment
Raise capital by boosting stock
price and selling shares
Best case outcome Current impedimentsStrategy
Federal and / or state government government government government
ramps up subsidiesramps up subsidiesramps up subsidiesramps up subsidies and oversight,
uses as a platform to create a
nationwide EV charging network
Tesla is supported by a wealthy
philanthropist / visionary tech
investor with little regard for short-
term cash flow situation
Tesla manages to hype stock and
raise a new round of capital from
fresh stock issuance
A Model 3 failure would empower
EV competitors, and it would be
difficult to maintain market
presence even with private backing
This continues the FEPF cycle
further reduces endgame options;
likely spiral into insolvency
Brand inconsistencyBrand inconsistencyBrand inconsistencyBrand inconsistency: Tesla sells
luxury vehicles to the wealthy.
Government aid would require
benefits for all incomes
-Attorney Confidential-
EV tax credits overwhelmingly favor the wealthy; the average
taxpaying citizen will realize little, if any benefit
30Source: “The Distributional Effects of U.S. Clean Energy Tax Credits”, UC Berkeley, July 2015, data collected from 2009-2012
0.0
0.1
0.2
0.3
0.4
0.5
0.6
0.7
0.8
0.9
1.0
0.0 0.1 0.2 0.3 0.4 0.5 0.6 0.7 0.8 0.9 1.0
Tax credits
Adjusted gross income (AGI)
0.0
0.5
1.0
1.5
2.0
2.5
3.0
3.5
4.0
4.5
5.0
5.5
6.0
6.5
7.0
20-4010-20 >200<10 40-75 75-200
Average EV credit per tax return, by AGIAverage EV credit per tax return, by AGIAverage EV credit per tax return, by AGIAverage EV credit per tax return, by AGIWealth inequality of EV tax creditsWealth inequality of EV tax creditsWealth inequality of EV tax creditsWealth inequality of EV tax credits
Adjusted gross income, thousand USDCumulative taxpayer fraction, ranked by AGI
Cu
mu
lative
fra
ctio
n o
f ta
x cr
edits
/ A
GI
US
D p
er tax
ret
urn
Would any current US Presidential candidate risk extending nation-wide EV credits if this story
of inequality were to be shared with the average voter?
Would any current US Presidential candidate risk extending nation-wide EV credits if this story
of inequality were to be shared with the average voter?
-Attorney Confidential-
Tesla is contributing to this inequality, as it is exhausting its tax
credits on the luxury Models S and X
31
100
1,000
10,000
100,000
1,000,000
0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000 90,000
Fiat 500e BMW i3
Nissan Leaf
Chevrolet Volt Tesla Model S
Chevrolet Spark EV
Base price
Ford Focus Electric
Kia Soul EV
Volkswagen e-Golf
Cadillac ELR
Tesla Model X
Mercedes-Benz B-Class EVMitsubishi i-MiEV
Smart Fortwo EV
Units sold
(through 12/15) Vehicles qualifying for full $7,500 federal EV tax creditVehicles qualifying for full $7,500 federal EV tax creditVehicles qualifying for full $7,500 federal EV tax creditVehicles qualifying for full $7,500 federal EV tax credit
Source: Edmunds.com, Devonshire analysis
-Attorney Confidential-
In 2013, the average Tesla owner had twice the household income
of other EV owners
32
“While the field of electric vehicles (EVs) has grown with the
Chevrolet Volt, Nissan Leaf and the Toyota Prius Plug-In, Tesla
buyers display unique differences. NVES shows that Tesla NVES shows that Tesla NVES shows that Tesla NVES shows that Tesla
owners have double the average household income of other EV owners have double the average household income of other EV owners have double the average household income of other EV owners have double the average household income of other EV
owners ($293,200)owners ($293,200)owners ($293,200)owners ($293,200). As a result, they are more likely to be adding
a Tesla to their household fleet (51%) rather than replacing a
vehicle with its purchase.”
- Strategic Vision: New Vehicle Experience Survey (2013)
-Attorney Confidential-
Tesla relies heavily on manufacturing incentives and zero-
emissions credits
33
Tesla is built on loss-tolerant public money, but this will not be a solution in perpetuity. Eventually
Tesla will need to stand on its own or accept a role as a government-sponsored public good provider
Tesla is built on loss-tolerant public money, but this will not be a solution in perpetuity. Eventually
Tesla will need to stand on its own or accept a role as a government-sponsored public good provider
SubsidySubsidySubsidySubsidy Subsidy sizeSubsidy sizeSubsidy sizeSubsidy size SourceSourceSourceSource
Gigafactory incentives $1,290 MM Nevada taxpayers
Zero-emission credits $518 MM California taxpayers
Federal EV tax credits $284 MM Federal taxpayers
CA self-generation incentive $126 MM California taxpayers
CA Alternative Energy Financing $90 MM California taxpayers
Discounted DoE loan $45 MM Federal taxpayers
State EV tax credits $38 MM California taxpayers
Source: LA Times investigation, June 2015
-Attorney Confidential-
Brand exposure: pandering to the wealthy is incompatible with the
concept of Tesla as a public good
34
Brand drivers
Modern feature setModern feature set
Quality engineeringQuality engineering
High-performance vehiclesHigh-performance vehicles
LuxuryLuxury
--
--
Issues with Model X
Disrupting auto industryDisrupting auto industry
Leading technologyLeading technology
Eventually affordableEventually affordable
VisionaryVisionary
--
Limited technology ownership
To be determined
Developing EV infrastructureDeveloping EV infrastructure
Lowering emissionsLowering emissions
Government endorsementGovernment endorsement
GreenGreen
--
Surprisingly high environmental cost
Hurts average taxpaying citizen
Brand inconsistencies
Supporters say Tesla is saving the world. We believe the reality is that Tesla helps rich people buy cars.
This brand inconsistency is a key vulnerability going into a contentious US presidential election year; is
inequality a core feature of the Tesla brand?
Supporters say Tesla is saving the world. We believe the reality is that Tesla helps rich people buy cars.
This brand inconsistency is a key vulnerability going into a contentious US presidential election year; is
inequality a core feature of the Tesla brand?
-Attorney Confidential-
Takeaway: Tesla is fragile as a publicly traded company expected
to deliver a GAAP cash profit
� Tesla is operating many financing business models that other entrepreneurs would be prohibited from
operating, as they might be labeled Ponzi, Pyramid, or Matrix schemes
� Tesla is attempting to operate many complex, interwoven, novel financing schemes under one roof, and either
will be a successful version of Enron, or will fall victim to similar accounting challenges as it attempts to
reconcile its operational complexity to its cash position
� If Tesla is indeed operating a FEPF, it is highly fragmented and overly diversified in its tactics, it should
dedicate more of its time to securing loss-tolerant investors
� If Tesla does not successfully secure a larger loss-tolerant investor, the US government should seize the
company and convert it into a regulated social good and public service
� Tesla should not be managed, valued, or reported by its ability to generate profit, and consequently it should
attempt to seek tax shelter as a non-profit or religious organization as quickly as possible
� If Tesla is indeed operating for profit, it should announce a strategic roadmap to “investors” for earning a
profit in the coming decade
35
-Attorney Confidential-
On requisite skepticism over hyperbolic operating targets
36
But now they only block the sunThey rain and snow on everyoneSo many things I would have doneBut clouds got in my way
I've looked at clouds from both sides nowFrom up and down, and still somehowIt's cloud illusions I recallI really don't know clouds at all
- Joni Mitchell, Both Sides Now
-Attorney Confidential-
37
Thank you
For more information, please contact Devonshire Research Group, LLC at [email protected]
Image © 2016 Devonshire Research Group