TSLA Q1 2018 10-Q

Tesla Motors Inc (TSLA) SEC Quarterly Report (10-Q) for Q2 2018

TSLA Q1 2018 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-34756

Tesla, Inc.

(Exact name of registrant as specified in its charter)

Delaware

91-2197729

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

3500 Deer Creek Road

Palo Alto, California

94304

(Address of principal executive offices)

(Zip Code)

(650) 681-5000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ☒     No   ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ☒     No   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ☐     No   ☒

As of July 27, 2018, there were 170,593,144 shares of the registrant's common stock outstanding.

TESLA, INC.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2018

INDEX

Page

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

4

Consolidated Balance Sheets

4

Consolidated Statements of Operations

5

Consolidated Statements of Comprehensive Loss

6

Consolidated Statements of Cash Flows

7

Notes to Consolidated Financial Statements

8

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

33

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

44

Item 4.

Controls and Procedures

44

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

45

Item 1A.

Risk Factors

46

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

62

Item 3.

Defaults Upon Senior Securities

62

Item 4.

Mine Safety Disclosures

62

Item 5.

Other Information

62

Item 6.

Exhibits

62

SIGNATURES

64

Forward-Looking Statements

The discussions in this Quarterly Report on Form 10-Q contain forward-looking statements reflecting our current expectations that involve risks and uncertainties. These forward-looking statements include, but are not limited to, statements concerning our strategy, future operations, future financial position, future revenues, projected costs, profitability, expected cost reductions, capital adequacy, expectations regarding demand and acceptance for our technologies, growth opportunities and trends in the market in which we operate, prospects and plans and objectives of management. The words "anticipates", "believes", "could", "estimates", "expects", "intends", "may", "plans", "projects", "will", "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission. We do not assume any obligation to update any forward-looking statements.

P ART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Tesla, Inc.

Consolidated Balance Sheets

(in thousands, except for par values)

(unaudited)

June 30,

December 31,

2018

2017

Assets

Current assets

Cash and cash equivalents

$

2,236,424

$

3,367,914

Restricted cash

146,822

155,323

Accounts receivable, net

569,874

515,381

Inventory

3,324,643

2,263,537

Prepaid expenses and other current assets

422,034

268,365

Total current assets

6,699,797

6,570,520

Operating lease vehicles, net

2,282,047

4,116,604

Solar energy systems, leased and to be leased, net

6,340,031

6,347,490

Property, plant and equipment, net

10,969,348

10,027,522

Intangible assets, net

300,406

361,502

Goodwill

64,284

60,237

MyPower customer notes receivable, net of current portion

434,841

456,652

Restricted cash, net of current portion

399,992

441,722

Other assets

419,254

273,123

Total assets

$

27,910,000

$

28,655,372

Liabilities

Current liabilities

Accounts payable

$

3,030,493

$

2,390,250

Accrued liabilities and other

1,814,979

1,731,366

Deferred revenue

576,321

1,015,253

Resale value guarantees

674,255

787,333

Customer deposits

942,129

853,919

Current portion of long-term debt and capital leases

2,020,685

796,549

Current portion of promissory notes issued to related parties

82,500

100,000

Total current liabilities

9,141,362

7,674,670

Long-term debt and capital leases, net of current portion

9,510,696

9,415,700

Solar bonds issued to related parties, net of current portion

100

100

Convertible senior notes issued to related parties

2,594

2,519

Deferred revenue, net of current portion

795,820

1,177,799

Resale value guarantees, net of current portion

584,857

2,309,222

Other long-term liabilities

2,607,458

2,442,970

Total liabilities

22,642,887

23,022,980

Commitments and contingencies (Note 12)

Redeemable noncontrolling interests in subsidiaries

539,536

397,734

Convertible senior notes (Note 10)

-

70

Equity

Stockholders' equity

Preferred stock; $0.001 par value; 100,000 shares authorized; no shares issued and outstanding

-

-

Common stock; $0.001 par value; 2,000,000 shares authorized; 170,516 and 168,797 shares issued

   and outstanding as of June 30, 2018 and December 31, 2017, respectively

170

169

Additional paid-in capital

9,656,537

9,178,024

Accumulated other comprehensive gain

18,545

33,348

Accumulated deficit

(5,768,831

)

(4,974,299

)

Total stockholders' equity

3,906,421

4,237,242

Noncontrolling interests in subsidiaries

821,156

997,346

Total liabilities and equity

$

27,910,000

$

28,655,372

The accompanying notes are an integral part of these consolidated financial statements.

4