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 |
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Non-accelerated filer |
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Emerging growth company |
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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
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PART I. |
| FINANCIAL INFORMATION |
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Item 1. |
| Financial Statements (Unaudited) |
| 4 |
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| Consolidated Balance Sheets |
| 4 |
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| Consolidated Statements of Operations |
| 5 |
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| Consolidated Statements of Comprehensive Loss |
| 6 |
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| Consolidated Statements of Cash Flows |
| 7 |
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| 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 |
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PART II. |
| OTHER INFORMATION |
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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 |
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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)
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| June 30, |
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| December 31, |
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| 2018 |
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| 2017 |
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Assets |
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Current assets |
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Cash and cash equivalents |
| $ | 2,236,424 |
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| $ | 3,367,914 |
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Restricted cash |
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| 146,822 |
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| 155,323 |
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Accounts receivable, net |
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| 569,874 |
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| 515,381 |
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Inventory |
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| 3,324,643 |
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| 2,263,537 |
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Prepaid expenses and other current assets |
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| 422,034 |
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| 268,365 |
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Total current assets |
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| 6,699,797 |
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| 6,570,520 |
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Operating lease vehicles, net |
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| 2,282,047 |
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| 4,116,604 |
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Solar energy systems, leased and to be leased, net |
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| 6,340,031 |
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| 6,347,490 |
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Property, plant and equipment, net |
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| 10,969,348 |
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| 10,027,522 |
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Intangible assets, net |
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| 300,406 |
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| 361,502 |
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Goodwill |
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| 64,284 |
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| 60,237 |
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MyPower customer notes receivable, net of current portion |
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| 434,841 |
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| 456,652 |
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Restricted cash, net of current portion |
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| 399,992 |
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| 441,722 |
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Other assets |
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| 419,254 |
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| 273,123 |
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Total assets |
| $ | 27,910,000 |
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| $ | 28,655,372 |
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Liabilities |
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Current liabilities |
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Accounts payable |
| $ | 3,030,493 |
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| $ | 2,390,250 |
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Accrued liabilities and other |
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| 1,814,979 |
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| 1,731,366 |
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Deferred revenue |
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| 576,321 |
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| 1,015,253 |
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Resale value guarantees |
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| 674,255 |
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| 787,333 |
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Customer deposits |
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| 942,129 |
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| 853,919 |
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Current portion of long-term debt and capital leases |
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| 2,020,685 |
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| 796,549 |
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Current portion of promissory notes issued to related parties |
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| 82,500 |
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| 100,000 |
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Total current liabilities |
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| 9,141,362 |
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| 7,674,670 |
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Long-term debt and capital leases, net of current portion |
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| 9,510,696 |
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| 9,415,700 |
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Solar bonds issued to related parties, net of current portion |
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| 100 |
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| 100 |
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Convertible senior notes issued to related parties |
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| 2,594 |
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| 2,519 |
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Deferred revenue, net of current portion |
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| 795,820 |
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| 1,177,799 |
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Resale value guarantees, net of current portion |
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| 584,857 |
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| 2,309,222 |
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Other long-term liabilities |
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| 2,607,458 |
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| 2,442,970 |
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Total liabilities |
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| 22,642,887 |
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| 23,022,980 |
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Commitments and contingencies (Note 12) |
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Redeemable noncontrolling interests in subsidiaries |
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| 539,536 |
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| 397,734 |
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Convertible senior notes (Note 10) |
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| - |
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| 70 |
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Equity |
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Stockholders' equity |
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Preferred stock; $0.001 par value; 100,000 shares authorized; no shares issued and outstanding |
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| - |
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| - |
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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 |
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| 170 |
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| 169 |
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Additional paid-in capital |
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| 9,656,537 |
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| 9,178,024 |
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Accumulated other comprehensive gain |
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| 18,545 |
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| 33,348 |
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Accumulated deficit |
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| (5,768,831 | ) |
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| (4,974,299 | ) |
Total stockholders' equity |
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| 3,906,421 |
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| 4,237,242 |
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Noncontrolling interests in subsidiaries |
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| 821,156 |
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| 997,346 |
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Total liabilities and equity |
| $ | 27,910,000 |
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| $ | 28,655,372 |
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The accompanying notes are an integral part of these consolidated financial statements.
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