Why Investors Should Support the Tesla, SolarCity Merger

Why Investors Should Support the Tesla, SolarCity Merger

In early August Tesla announced it would be buying SolarCity. The New York Times discussed how this combination would help CEO Elon Musk move toward his aspirations for greater clean energy use. But the Los Angeles Times took the companies to task for merging in the face of tremendous capital needs at both, while Tesla was far short of hitting its goals for auto and battery production.

Since then the press has been almost wholly negative on the merger. Marketwatch’s Barry Randall wrote that the deal makes no sense. He argues the companies are in two very different businesses that are not synergistic – and he analogizes this deal to GM buying Chevron. He also makes the case that SolarCity will likely go bankrupt, so there is no good reason for Tesla shareholders to “bail out” the company. And he argues that the capital requirements of the combined entities are unlikely to be fundable, even for its visionary CEO.

musk-tesla-solarcityFortune quotes legendary short seller Jim Chanos as saying the deal is “crazy.” He argues that SolarCity has an uneconomic business model based on his analysis of historical financial statements. And now Fortune is reporting that shareholder lawsuits to block the deal could delay, or kill, the merger.

But short-sellers are clearly not long-term investors. And there is a lot more ability for this deal to succeed and produce tremendous investor returns than anyone could ever glean from studying historical financial statements of both companies.

GM buying Chevron is entirely the wrong analogy to compare with Tesla buying SolarCity. Instead, compare this deal to what happened in the creation of television after General Sarnoff, who ran RCA, bought what he renamed NBC.

The world already had radio (just as we already have combustion powered cars.) The conundrum was that nobody needed a TV, especially when there were no TV programs. But nobody would create TV programs if there were no consumers with TVs. General Sarnoff realized that both had to happen simultaneously – the creation of both demand, and supply. It would only be by the creation, and promotion, of both that television could be a success. And it was General Sarnoff who used this experience to launch the first color televisions at the same time as NBC launched the first color programming – which fairly quickly pushed the industry into color.

Skeptics think Mr. Musk and his companies are in over their heads, because there are manufacturing issues for the batteries and the cars, and the solar panel business has yet to be profitable. Yet, the older among us can recall all the troubles with launching TV.

Early sets were not only expensive, they were often problematic, with frequent component failures causing owners to take the TV to a repairman. Often reception was poor, as people relied on poor antennas and weak network signals. It was common to turn on a set and have “snow” as we called it – images that were far from clear. And there was often that still image on the screen with the words “Technical Difficulties,” meaning that viewers just waited to see when programming would return. And programming was far from 24×7 – and quality could be sketchy. But all these problems have been overcome by innovation across the industry.

Yes, the evolution of electric cars will involve a lot of ongoing innovation. So judging its likely success on the basis of recent history would be foolhardy. Today Tesla sells 100% of its cars, with no discounts. The market has said it really, really wants its vehicles. And everybody who is offered electric panels with (a) the opportunity to sell excess power back to the grid and (b) financing, takes the offer. People enjoy the low cost, sustainable electricity, and want it to grow. But lacking a good storage device, or the inability to sell excess power, their personal economics are more difficult.

Electricity production, electricity storage (batteries) and electricity consumption are tightly linked technologies. Nobody will build charging stations if there are no electric cars. Nobody will build electric cars if there are not good batteries. Nobody will make better batteries if there are no electric cars. Nobody will install solar panels if they can’t use all the electricity, or store what they don’t immediately need (or sell it.)

This is not a world of an established marketplace, where GM and Chevron can stand alone. To grow the business requires a vision, business strategy and technical capability to put it all together. To make this work someone has to make progress in all the core technologies simultaneously – which will continue to improve the storage capability, quality and safety of the electric consuming automobiles, and the electric generating solar panels, as well as the storage capabilities associated with those panels and the creation of a new grid for distribution.

This is why Mr. Musk says that combining Tesla and SolarCity is obvious. Yes, he will have to raise huge sums of money. So did such early pioneers as Vanderbilt (railways,) Rockefeller (oil,) Ford (autos,) and Watson (computers.) More recently, Steve Jobs of Apple became heroic for figuring out how to simultaneously create an iPhone, get a network to support the phone (his much maligned exclusive deal with AT&T,) getting developers to write enough apps for the phone to make it valuable, and creating the retail store to distribute those apps (iTunes.) Without all those pieces, the ubiquitous iPhone would have been as successful as the Microsoft Zune.

It is fair for investors to worry if Tesla can raise enough money to pull this off. But, we don’t know how creative Mr. Musk may become in organizing the resources and identifying investors. So far, Tesla has beaten all the skeptics who predicted failure based on price of the cars (Tesla has sold 100% of its production,) lack of range (now up to nearly 300 miles,) lack of charging network (Tesla built one itself) and charging time (now only 20 minutes.) It would be shortsighted to think that the creativity which has made Tesla a success so far will suddenly disappear. And thus remarkably thoughtless to base an analysis on the industry as it exists today, rather than how it might well look in 3, 5 and 10 years.

The combination of Tesla and SolarCity allows Tesla to have all the components to pursue greater future success. Investors with sufficient risk appetite are justified in supporting this merger because they will be positioned to receive the future rewards of this pioneering change in the auto and electric utility industries.

How the Music Industry Has Changed – Woodstock, Sony, EMI, RCA, Apple

This weekend marks the 40th anniversary of Woodstock, the rock concert that everyone remembers – even though almost none of us were there.  Amidst all the tributes this weekend, I was taken by how much the music industry has changed during those 40 years – and how this industry can help us realize the need we all have to be adaptable.

When Woodstock occurred most music was listened to an a long-playing vinyl album, sold through a record store.  Wow, have things changed.  From albums to 8-tracks to cassettes to CDs and now MP-3 players.  In just 40 years we went through 4 different technologies, and made at least 2 (8-tracks and cassettes) obsolete.  Nobody at Woodstock was thinking about that, but it's made a huge difference in who makes money.

When you bought music in 1969 you went to an independent record storeOr Musicland, a retailer with over 1,000 stores in shopping centers that exclusively sold records – and 8-tracks.  Now we buy almost all our music on-line.  Either ordering a CD from someplace like Amazon, or downloading the music directly into a player with no physical item being shipped.  Mass merchandisers like KMart and WalMart eventually made record shops obsolete, and increasingly the mass merchandisers are of less importance.  Musicland went bankrupt.

In 1969 the artists made practically nothing from a concert.  Concerts existed as promotional events for the records.  An artist signed a multi-album deal with a record label – like EMI.  The label offered a studio and put together the album.  They then packaged it, and shipped it to record stores.  For this, the band members got almost nothing.  Only if the album sold well did they get any cash.  So the record label told the musicians to go on the road and play.  The objective was to do concerts so people got turned on to your tunes and went to buy them at the store.  The musician didn't make anything until the album sold – in high volume. 

In 1969 promoters paid the record label for the musician to pay, and the record label paid the musician.  A promoter could not hire a musician, even if the musician wanted to play, unless the label agreed.  Any performance fees were deducted from album royalties, so from the label's point of view the event fee was irrelevant.  Headliners – a band that was already famous and trying to stay that way – usually took a big fee, but it was just an advance on royalties.  There would be lesser known bands, and the label barely gave them enough money for gas because they didn't know if the album would ever sell enough to be profitable.  "On the road" was a bad thing as far as musicians were concerned.

Tickets to Woodstock cost $18, and the promoters lost money (of course, about 90% of the attendees didn't pay).  That's about $100 in today's money.  Most promoters lived a grand life, but in reality made little money.  Some events profited, but a lot didn't.  The fee to the labels were high, and audiences were often not large enough.  Not to mention bands that no-showed or arrived stoned because they didn't care — remember they got paid little to nothing.  So eventually a couple of bad concerts in a row sent the promoter to bankruptcy court once too often and he ended up snorting cocaine in trailer-park-city. 

Today, going to a 3 day event costs over $250 for tickets – and the promoters expect to profit in the millions.  The labels get a lot less, as many musicians negotiate their own contracts.  But the prices are high enough that the musician is guaranteed a rate of return, and the promoter is as well.  And the promoter usually insures all events just in case the musician no-shows are turns up stoned.  Unprofitable events are rare.

Labels no longer run the show.  Musicians now can negotiate much better single-album deals because distribution is far easier.  Musicians can self-publish if they like, selling their own tunes off their own websites.  This has meant that top performers make unbelievable sums – far more than their counterparts in 1969.  The Carpenters used to have to beg for money for a new car, while their albums sold millions.  Now, because they can guarantee the big audiences,  all that money the label used to take, the musicians get.  So tens of millions flow their way.  If you have any doubt, look at the private jets and helicopters owned and flown by the lead drummer for Pink Floyd.  Or about any rapper on late night MTV.   It would make a corporate CEO envious.

And the company that makes the most money of all in music is AppleThey have the biggest distribution system, and sell the most music.  They don't have any artists on contract, don't produce any music, and don't carry any inventory.  They just run a server farm that collects money and sends out digital files.

Of course, it's still tough to be a new musician.  But you no longer have to sell your soul to a label.  You can produce your own music, using affordable gear in your basement that's better than Joan Baez had in 1969 at the EMI studio.  And you can sell the tunes yourself.  If you work hard at promotion, including working those promoters to give you a warm-up slot, you can capture all the revenue from your songs from your own web site, and sign up your own distribution groups.  It's much more in your own hands.  Of course, that also means the labels don't have the money they once did to create an Elvis, or Beatles, or Rare Earth.  So it's a lot more up to you to earn that money, rather than hope you get lucky and lots of label backing.

I doubt Jimi Hendrix would recognize anything about the music industry today.  Of course, given how stoned he liked to get it's hard to imagine Jimi Hendrix being alive today.

Things change.  We sometimes don't see them, because it's like watching the grass grow.  You don't notice differences unless you compare two snapshots in time.  Then we can see just how much things change.  If you want to be a winner, you have to learn to shift with these changesOnly those who make the shifts survive.  Just ask Barry Gordy, the one-time founder of Motown who saw his billion dollar business disappear.  Now a footnote in history.  For all of us to avoid becoming similar footnotes, the moral is to be ever vigilant about identifying and adapting to market shifts.

You really wouldn’t consider buying that, would you? Ford new stock offering

"Invest in America – but Savings Bonds."  I grew up seeing those signs.  Of course, I'm over 50.  They came from the World War era, when America asked people to buy "war bonds" to pay for involvement.  At the time, pre-Bretton Woods, America was still on a gold standard.  The country couldn't tust print all the money it wanted.  To pay for war goods, Americans were asked to buy bonds.  Not for the  rate of return – nor even for the eventual gain on principle.  It was pure patriotism.  Buy bonds to pay for the war.  As the clock turned, this patriotic thinking migrated to buying government bonds to help pay for highways, bridges, dams and other projects to help grow America. 

I was reminded of this when I saw the Marketwatch.com headline "Ford raises $1.4billion in stock offering".  I thought to myself, why would anyone on earth buy newly issued shares in Ford?  It's hard to conceive of buying shares in the company as it exists, what with its very long history of weak profits, tepid product lines, limited innovation and lack of attachment to market trends.  But to give the company new money, in form of equity with guarantee of a return on or of your principle…. Why that is simply befuddling.  This money is not intended to go for new products or improving the company's links to customers.  Rather, it all is intended to pay for part of a health care trust that might assuage growing total labor costs.  Sort of like paying for part of a clean up on a previous toxic spill.  Not something that makes money.

Ford is a company in the Whirlpool.  It's odds of surviving are low.  It's odds of making high rates of return and being globally competitive are almost nonexistent.  Ford wants people to help management defend its past actions – which won't even extend past horrible perfornce – much less improve it.  None of this mone is for White Space to do anything new.  There is nothing in this offering to make you think Ford will ever be able to repay your investment – or even ever pay a dividend on it.

So I was left thinking that I guess you could buy this offering because you are patriotic.  Sort of "Defend America by Defending Ford" and it's management ability to keep running a company that doesn't meet customer, investor or employee expectations.  Henry Ford advanced civilization with his ideas for automation and how he applied them at his company – so we need to keep his namesake company alive, I guess (and conveniently forget he was opposed to civil rights, opposed to women's rights and opposed to all forms of organized labor.)  And perhaps you want to invest in defending & extending America's involvement in auto production – even though we have a long history of being #1 in making something before exiting it - like shipbuilding, steelmaking and television set production.  And maybe you just feel like its your duty to give money to Ford because it represents a great American brand – like RCA, Woolworth's, Studebaker and Hotpoint once did.

Or we can realize this is simply an investment intended to keep Ford alive for another year or two.  A form of corporate life support hoping something new comes along to save the patient.  For most of us, we're better off with the mattress.  There are pension funds out there that receive cash quarter after quarter.  They are always looking for investments.  Some have billions of newly arrived dollars to invest.  And for many, investing that money is done by "rules" rather than analysis.  They have to invest x% in equities, and that's allocated Y% and Z% and A% into specific categories.  And they will probably buy these shares, after their fund managers have some greatly expensive steak dinnbrs courtesy of the underwriters.  Unfortunately, that doesn't make our pensions funds any healthier – but we have little or nothing we can do to affect those decisions.

Keep your money in companies that have White Space.  Companies that don't fear Disruption in order to keep themselves aligned with market shifts.  Invest in companies that talk about the future, and how their new products will open new opportunities for their customers to accomplish new things.  Pay attention to those with long track records of above-average performance – like Google, Apple, Cisco – or Nike, GE and Johnson & Johnson.  Invest in the Disruptors that are going to grow the new economy, not those hoping to suck off its benefits with no innovation or other contribution.  That will more likely get your 401K back where you want it.

PS – for regular readers – I opologize for being offline without comments for a few days.  Computer gremlins attacked me and it's been a struggle to regain control of the machine.  Hopefully I'm back on track.

White Space is to make money – GE Homeland Protection

Everybody should have White Space projects.  More than one.  Because you never know if which project will work out, and which might not.  Nobody has a crystal ball.  To create growth you have to not only open White Space, but you have to know when to get out — by closing or selling.

Today GE announced "Safran to buy 81% stake in GE Homeland Protection" according to Marketwatch, effectively taking GE out of the airport security business.  According to Securityinfowatch.com the sale will give the French company complimentary technology for its markets around the globe, as well as GE's U.S. sales force and market access.  Thus it was willing to pay-up for the business unit.  For GE, the sale gets the company out of a business heading in a different direction than originally planned. 

Many people thought that airport security technology would be rampant in U.S. airports following the changes after September, 2001.  And GE was one of several companies that developed scenarios justifying investment in new products to innovate new solutions and take them to market.  Scenarios for big spending on airport security seemed sensible.  But, a few years later, reality is that nobody wants to pay for the new techology.  The airlines are broke and have no money to pay for better customer satisfaction during check-in, where they can blame the TSA for unhappiness.  The cities that own the airports have no money to pay for more equipment to upgrade the systems.  Most have their hands out for federal dollars due to tax shortfalls.  And customers refuse to pay higher ticket taxes to cover the security investments.  What looked like a great market turned out to be a slow-grower with extensive downward pricing pressure.  So far the market has concluded it will just let people wait in line. 

So, hand it to GE.  They sold the business.  By GE standards the $580million received for the sale isn't a lot of money.  But it shows that when you have White Space projects, you have to manage them for results, not just let them run. To now make this business worthwhile in the massive corporation, GE would need to make big acquisitions.  But the growth wasn't really there to make the market all that interesting.  Because GE was participating in the market, they learned what was happening and could see that the desired scenario wasn't the actual scenario.  So GE needed to dial-back its investments. When the airport security business failed to take off, it made more sense to sell it than keep investing in product development for a market growing slower than expected.   Rather than simply let the business string along and see declining returns, GE sold the business to someone who has a different scenario for the future – willing to pay for GE's R&D investments.  Before the business looked bad to everyone, GE sold its interest at a good price so it had the money to invest in something else.  When the shift went a different direction than GE planned, GE got out.  That's smart.

You can't expect to read all market shifts completely accurately.  Rarely does everything quickly work out all right, or all wrong.  So you have to develop your scenarios, and invest based upon what's most likely to happen.  You need several options.  Then, track the market versus your scenarios.  If things don't go the way you thought they might, you have to be willing to stop.  If you're smart, you can get out without losing your investment – possibly even make some money – especially if you're first to escape. 

Back in the early days of mainframe computers the 3 big players were IBM, GE and RCA.  Behomoths that used the products as well as saw the market growing.  But GE quickly realized that in mainframes, IBM's share allowed them to manipulate pricing so that GE and RCA would never make much money – and never gain much share.  So the head of GE's computer business called up RCA and offered to sell RCA the business.  He offered to let RCA "synergize" the combination so it could "compete stronger" against IBM.  RCA took him up on the deal.  GE made a big profit on the sale.  The head of the computer business got tagged for his savvy move, and soon was made Chairman and CEO.  And RCA ended up losing a fortune before learning IBM had the market sewn up and RCA couldn't make any money – eventually getting out via a shut down.  That write-off spelled the beginning of the end for RCA. 

White Space is really important.  But it's not a playground for madcap innovators to do whatever they want.  White Space should be based on scenarios.  And the business should report results based upon the scenario expectations.  If the White Space project can't meet expected results, you have to be just as willing to get out as you were to get in.  You have to compete ferociously, to win, but don't be ego-involved and foolish like RCA was in mainframes.  Be committed, but be smart.  If you don't get the results you planned on, understand why.  Keep your eyes on the market.  Get in, work hard, and be prepared to possibly get out.