Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TSLA | |
Entity Registrant Name | Tesla, Inc. | |
Entity Central Index Key | 1,318,605 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 164,259,736 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 4,006,593 | $ 3,393,216 |
Restricted cash | 88,946 | 105,519 |
Accounts receivable, net | 440,349 | 499,142 |
Inventory | 2,220,336 | 2,067,454 |
Prepaid expenses and other current assets | 271,665 | 194,465 |
Total current assets | 7,027,889 | 6,259,796 |
Property, plant and equipment, net | 7,016,551 | 5,982,957 |
Intangible assets, net | 388,608 | 376,145 |
Goodwill | 40,984 | |
MyPower customer notes receivable, net of current portion | 486,350 | 506,302 |
Restricted cash, net of current portion | 330,223 | 268,165 |
Other assets | 224,536 | 216,751 |
Total assets | 25,053,726 | 22,664,076 |
Current liabilities | ||
Accounts payable | 2,075,333 | 1,860,341 |
Accrued liabilities and other | 1,460,367 | 1,210,028 |
Deferred revenue | 841,494 | 763,126 |
Resale value guarantees | 248,536 | 179,504 |
Customer deposits | 616,398 | 663,859 |
Current portion of long-term debt and capital leases | 829,080 | 984,211 |
Total current liabilities | 6,245,439 | 5,827,005 |
Long-term debt and capital leases, net of current portion | 7,148,416 | 5,860,049 |
Convertible senior notes issued to related parties | 10,440 | 10,287 |
Deferred revenue, net of current portion | 955,078 | 851,790 |
Resale value guarantees, net of current portion | 2,444,058 | 2,210,423 |
Other long-term liabilities | 2,081,822 | 1,891,449 |
Total liabilities | 18,885,353 | 16,750,167 |
Commitments and contingencies (Note 14) | ||
Redeemable noncontrolling interests in subsidiaries | 364,296 | 367,039 |
Convertible senior notes (Notes 11) | 7,283 | 8,784 |
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 as of March 31, 2017 and December 31, 2016; 164,164 and 161,561 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 161 | 161 |
Additional paid-in capital | 8,351,514 | 7,773,727 |
Accumulated other comprehensive loss | (20,769) | (23,740) |
Accumulated deficit | (3,343,187) | (2,997,237) |
Total stockholders' equity | 4,987,719 | 4,752,911 |
Noncontrolling interests in subsidiaries | 809,075 | 785,175 |
Total liabilities and equity | 25,053,726 | 22,664,076 |
Operating Lease Vehicles [Member] | ||
Current assets | ||
Operating lease net | 3,452,595 | 3,134,080 |
Solar Energy Systems [Member] | ||
Current assets | ||
Operating lease net | 6,085,990 | 5,919,880 |
Solar Bonds [Member] | ||
Current liabilities | ||
Current portion of solar bonds issued to related parties | 174,231 | 165,936 |
Solar bonds issued to related parties, net of current portion | $ 100 | $ 99,164 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 100,000,000 | 100,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock shares issued | 164,164,000 | 161,561,000 |
Common stock shares outstanding | 164,164,000 | 161,561,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Automotive | $ 2,035,060 | $ 901,892 |
Automotive leasing | 254,540 | 124,172 |
Total automotive revenue | 2,289,600 | 1,026,064 |
Energy generation and storage | 213,944 | 22,728 |
Services and other | 192,726 | 98,256 |
Total revenues | 2,696,270 | 1,147,048 |
Cost of revenues | ||
Automotive | 1,496,649 | 713,149 |
Automotive leasing | 166,026 | 66,167 |
Total automotive cost of revenues | 1,662,675 | 779,316 |
Energy generation and storage | 151,773 | 18,113 |
Services and other | 213,876 | 97,151 |
Total cost of revenues | 2,028,324 | 894,580 |
Gross profit | 667,946 | 252,468 |
Operating expenses | ||
Research and development | 322,040 | 182,482 |
Selling, general and administrative | 603,455 | 318,210 |
Total operating expenses | 925,495 | 500,692 |
Loss from operations | (257,549) | (248,224) |
Interest income | 3,090 | 1,251 |
Interest expense | (99,346) | (40,625) |
Other income (expense), net | (18,098) | 9,177 |
Loss before income taxes | (371,903) | (278,421) |
Provision for income taxes | 25,278 | 3,846 |
Net loss | (397,181) | (282,267) |
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests in subsidiaries | (66,904) | |
Net loss attributable to common stockholders | $ (330,277) | $ (282,267) |
Net loss per share of common stock attributable to common stockholders, basic and diluted | $ (2.04) | $ (2.13) |
Weighted average shares used in computing net loss per share of common stock, basic and diluted | 162,129 | 132,676 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss attributable to common stockholders | $ (330,277) | $ (282,267) |
Other comprehensive gain (loss), net of tax: | ||
Change in net unrealized gain (loss) | 20,805 | |
Less: Reclassification adjustment for net (gains) losses into net loss | (5,570) | |
Net unrealized gain (loss) on derivatives | (5,570) | 20,805 |
Foreign currency translation adjustment | 8,541 | (3,684) |
Other comprehensive income | 2,971 | 17,121 |
Comprehensive loss | $ (327,306) | $ (265,146) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows From Operating Activities | ||
Net loss | $ (397,181) | $ (282,267) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 376,602 | 156,460 |
Stock-based compensation | 103,717 | 89,658 |
Amortization of discount on convertible debt | 30,337 | 20,613 |
Inventory write-downs | 26,918 | 13,010 |
Loss on disposal of property and equipment | 41,120 | 26,171 |
Foreign currency transaction loss (gain) | 5,064 | (9,356) |
Loss on the acquisition of SolarCity | 11,571 | |
Non-cash interest and other operating activities | (5,179) | 7,135 |
Changes in operating assets and liabilities, net of effect of business combinations | ||
Accounts receivable | 91,541 | (159,327) |
Inventories and operating lease vehicles | (583,479) | (512,671) |
Prepaid expenses and other current assets | (75,504) | (9,134) |
Other assets and MyPower notes receivable | 8,006 | (6,862) |
Accounts payable and accrued liabilities | 2,531 | 60,593 |
Deferred revenue | 103,941 | 89,671 |
Customer deposits | (51,004) | 100,804 |
Resale value guarantee | 184,579 | 150,636 |
Other long-term liabilities | 56,609 | 15,261 |
Net cash used in operating activities | (69,811) | (249,605) |
Cash Flows From Investing Activities | ||
Purchases of property and equipment excluding capital leases, net of sales | (552,624) | (216,859) |
Purchase of solar energy systems, leased to be leased | (219,948) | |
Increase in other restricted cash | (45,224) | (16,960) |
Business combination, net of cash acquired | (109,147) | |
Net cash used in investing activities | (926,943) | (233,819) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of common stock in public offering | 400,175 | |
Proceeds from issuance of convertible and other debt | 1,838,166 | 430,000 |
Repayments of convertible and other debt | (690,945) | |
Repayments of borrowings under solar bonds issued to related parties | (90,000) | |
Collateralized lease borrowings | 186,355 | 241,763 |
Proceeds from exercise of stock options and other stock issuances | 57,307 | 52,838 |
Principal payments on capital leases | (18,303) | (8,128) |
Common stock and debt issuance costs | (11,094) | (1,038) |
Purchase of convertible note hedges | (204,102) | |
Proceeds from issuance of warrants | 52,883 | |
Proceeds from investment by noncontrolling interests in subsidiaries | 142,003 | |
Distributions paid to noncontrolling interests in subsidiaries | (63,696) | |
Net cash provided by financing activities | 1,598,749 | 715,435 |
Effect of exchange rate changes on cash and cash equivalents | 11,382 | 12,870 |
Net increase in cash and cash equivalents | 613,377 | 244,881 |
Cash and cash equivalents, beginning of period | 3,393,216 | 1,196,908 |
Cash and cash equivalents, end of period | 4,006,593 | 1,441,789 |
Supplemental noncash investing and financing activities | ||
Acquisition of property and equipment included in accounts payable and accrued liabilities | 654,322 | 235,829 |
Estimated fair value of facilities under build-to-suit lease | $ 65,244 | $ 39,034 |
Overview
Overview | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Overview | Note 1 – Overview Tesla, Inc. (“Tesla”, the “Company”, “we”, “us” or “our”) was incorporated in the State of Delaware on July 1, 2003. We design, develop, manufacture and sell high-performance fully electric vehicles and energy products. In addition, as a result of our acquisition of SolarCity Corporation (“SolarCity”) on November 21, 2016, we also design, manufacture, install and sell or lease solar energy systems, or sell electricity generated by our solar energy systems to customers. Our Chief Executive Officer, as the chief operating decision maker (“CODM”), organizes the Company, manages resource allocations and measures performance among two segments: (i) automotive and (ii) energy generation and storage. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Unaudited Interim Financial Statements The consolidated balance sheet as of March 31, 2017, the consolidated statements of operations and the consolidated statements of comprehensive loss for the three months ended March 31, 2017 and 2016 and the consolidated statements of cash flows for the three months ended March 31, 2017 and 2016, as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated financial statements as of that date. The interim consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2016. The interim consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. Such reclassifications had no effect on previously reported results of operations. Starting in the fourth quarter of 2016, we have reclassified the revenue and cost of revenue of our energy storage products from ‘services and other’ into ‘energy generation and storage’ for all periods presented. Resale Value Guarantees and Other Financing Programs Vehicle sales to customers with a resale value guarantee We offered resale value guarantees or similar buy-back terms to all customers who purchase vehicles and who financed their vehicle through one of our specified commercial banking partners. Subsequent to June In cases where a customer retains ownership of a vehicle at the end of the guarantee period, the resale value guarantee liability and any remaining deferred revenue balances related to the vehicle are settled to automotive leasing revenue and the net book value of the leased vehicle is expensed to costs of automotive leasing revenue. In cases when customers return the vehicle back to us during the guarantee period, we purchase the vehicle from the customer in an amount equal to the resale value guarantee and settle any remaining deferred balances to automotive leasing revenue and we reclassify the net book value of the vehicle on our balance sheet to pre-owned vehicle inventory. As of March 31, 2017 and December 31, 2016, $197.3 million and $179.5 million, respectively, of the guarantees were exercisable by customers within the next twelve months. Vehicle sales to leasing partners with a resale value guarantee We also offer resale value guarantees in connection with automobile sales to certain leasing partners. As we have guaranteed the value of these vehicles and as the vehicles are leased to end-customers, we account for these transactions as interest bearing collateralized borrowings as required under ASC 840, Leases At the end of the lease term, we settle our liability in cash by either purchasing the vehicle from the leasing partner for the resale value guarantee amount or paying a shortfall to the guarantee amount the leasing partner may realize on the sale of the vehicle. Any remaining balances within deferred revenue and resale value guarantee will be settled to automotive leasing revenue. In cases where the leasing partner retains ownership of the vehicle after the end of our guarantee period, we expense the net value of the leased vehicle to costs of automotive leasing revenue . The maximum cash we could be required to pay under this program, should we decide to repurchase all vehicles, was $977.4 million as of March 31, 2017, including . As of March 1.18 billion 289.1 . As of March 31, 2017 and December 31, 2016, we had a total of $50.3 million and $57.0 million, respectively, in account receivables from our leasing partners On a quarterly basis, we assess the estimated market values of vehicles under our resale value guarantee program to determine if we have sustained a loss on any of these contracts. As we accumulate more data related to the resale values of our vehicles or as market conditions change, there may be material changes to their estimated values. Activity related to our resale value guarantee and similar programs consisted of the following (in thousands): Three Months Ended March 31, 2017 2016 Operating Lease Vehicles Operating lease vehicles—beginning of period $ 2,462,061 $ 1,556,529 Net increase in operating lease vehicles 414,361 413,981 Depreciation expense recorded in cost of automotive leasing revenues (78,856 ) (44,818 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee (8,423 ) (3,086 ) Additional depreciation expense recorded in cost of automotive leasing revenues result of expiration (41,432 ) — Increases to inventory from vehicles returned under our trade- in program and exercises of resale value guarantee (15,312 ) (13,296 ) Operating lease vehicles—end of period $ 2,732,399 $ 1,909,310 Deferred Revenue Deferred revenue—beginning of period $ 916,652 $ 679,132 Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term 238,687 225,764 Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue (137,668 ) (97,748 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (1,737 ) (2,996 ) Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee (5,432 ) (3,184 ) Deferred revenue—end of period $ 1,010,502 $ 800,968 Resale Value Guarantee Resale value guarantee liability—beginning of period $ 2,389,927 $ 1,430,573 Increase in resale value guarantee 418,721 381,499 Reclassification from long-term to short-term collateralized borrowing (48,384 ) (22,826 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (6,142 ) (2,501 ) Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises (20,199 ) (11,247 ) Release of resale value guarantee resulting from expiration of resale value guarantee (41,330 ) — Resale value guarantee liability—end of period $ 2,692,593 $ 1,775,498 Income Taxes There are transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. As of March 31, 2017 and December 31, 2016, the aggregate balances of our gross unrecognized tax benefits were $219.4 million and $203.9 million, respectively, of which $213.2 million and $198.3 million, respectively, would not give rise to changes in our effective tax rate since these tax benefits would increase a deferred tax asset that is currently fully offset by a valuation allowance. Net Loss per Share of Common Stock Attributable to Common Stockholders Basic net income (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants and convertible senior notes using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income (loss) per share of common stock attributable to common stockholders when their effect is dilutive. Since we expect to settle in cash the principal outstanding under the 1.5% Convertible Senior Notes due in 2018, the 0.25% Convertible Senior Notes due in 2019, the 1.25% Convertible Senior Notes due in 2021 and the 2.375% Convertible Senior Notes due in 2022, we use the treasury stock method when calculating their potential dilutive effect, if any. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Three Months Ended March 31, 2017 2016 Stock-based awards 9,738,595 16,267,953 Convertible senior notes 2,370,788 1,955,136 Warrants 595,104 344,392 Concentration of Risk Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, restricted cash, accounts receivable and interest rate swaps. Our cash balances are primarily invested in money market funds or on deposit at high credit quality financial institutions in the United States. At times, these deposits may be in excess of insured limits. As of March 31, 2017, no customer represented 10% or more of our total accounts receivable balance. The risk of concentration for our interest rate swaps is mitigated by transacting with several highly rated multinational banks. We maintain reserves for any amounts that we consider uncollectible. Supply Risk We are dependent on our suppliers, the majority of which are single source suppliers, and the inability of these suppliers to deliver necessary components of our products in a timely manner at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components from these suppliers, could have a material adverse effect on our business, prospects, financial condition and operating results. Warranties We provide a manufacturer’s warranty on all new and certified pre-owned vehicles, production powertrain components and systems and energy products we sell. In addition, we also provide a warranty on the installation and components of the solar energy systems we sell for periods typically between 10 to 30 years. We accrue a warranty reserve, which includes our best estimate of the projected costs to repair or replace items under warranty. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given our relatively short history of sales, and changes to our historical or projected warranty experience may cause material changes to the warranty reserve in the future. The warranty reserve does not include projected warranty costs associated with our vehicles subject to lease accounting and our solar energy systems under lease contracts or power purchase agreements, as the costs to repair these warranty claims are expensed as incurred. The portion of the warranty reserve expected to be incurred within the next 12 months is included within accrued liabilities and other while the remaining balance is included within other long-term liabilities. Warranty expense is recorded as a component of cost of revenues. Accrued warranty activity consisted of the following (in thousands): Three Months Ended March 31, 2017 2016 Accrued warranty—beginning of period $ 266,655 $ 180,754 Warranty costs incurred (23,016 ) (15,704 ) Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact (3,510 ) 3,384 Provision for warranty 66,822 30,271 Accrued warranty—end of period $ 306,951 $ 198,705 For the three months ended March 31, 2017 and 2016, warranty costs incurred for vehicles accounted for as operating leases or collateralized debt arrangements were $6.1 million and $2.5 million, respectively. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Deferral of the Effective Date Principal versus Agent Considerations Identifying Performance Obligations and Licensing Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-06, Contingent Put and Call Options in Debt Instruments In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU No. Statement of Cash Flows: Restricted Cash In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Note 3 – Business Combinations Grohmann Acquisition On January 3, 2017 we completed our acquisition of Grohmann Engineering GmbH (“Grohmann”), a company that specializes in the design, development and sale of automated manufacturing systems, for $109.5 million in cash. We acquired Grohmann to improve the speed and efficiency of our manufacturing processes. At the time of acquisition, we entered into an incentive compensation arrangement for up to a maximum of $25.8 million of payments contingent upon continued service with us for 36 months after the acquisition date. Such payments would have been accounted for as compensation expense in the periods earned. However, during the three months ended March 31, 2017, we terminated the incentive compensation arrangement and accelerated the payments thereunder. As a result, we recorded the entire $25.8 million as compensation expense during this period, which was included in selling, general and administrative expense in our consolidated statements of operations. Fair Value of Assets Acquired and Liabilities Assumed We accounted for the Grohmann acquisition using the purchase method of accounting for business combinations under ASC 805, Business Combinations As we finalize the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period (a period not to exceed 12 months). Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives and the expected future cash flows and related discount rates, can materiality impact our results of operations. Significant inputs used for the model included the amount of cash flows, the expected period of the cash flows and the discount rates. The finalization of the purchase accounting assessment may result in a change in the valuation of the intangible assets acquired and the related taxes, which may have a material impact on our results of operations and financial position. The preliminary allocation of the purchase price is based on management’s estimate of the acquisition date fair values of the assets acquired and liabilities assumed, as follows (in thousands): Assets acquired: Cash and cash equivalents $ 334 Accounts receivable 42,947 Inventory 10,031 Property, plant and equipment 44,030 Intangible assets 21,723 Prepaid expenses and other assets, current and non-current 1,998 Total assets acquired $ 121,063 Liabilities assumed: Accounts payable (19,975 ) Accrued liabilities (12,403 ) Debt and capital leases, current and non-current (9,220 ) Other long-term liabilities (10,049 ) Total liabilities assumed $ (51,647 ) Net assets acquired $ 69,416 Goodwill 40,065 Total purchase price $ 109,481 Goodwill represented the excess of the purchase price over the fair value of the net assets acquired and was primarily attributable to the expected synergies from potential monetization opportunities and from integrating Grohmann’s technology into our automotive business as well as the acquired talent. Goodwill is not deductible for U.S. income tax purposes and is not amortized. Rather, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, by comparing its carrying value to the reporting unit’s fair value. Identifiable Intangible Assets Acquired A preliminary assessment of the fair value of identified intangible assets and their respective useful lives are as follows (in thousands, except for estimated useful life): As of March 31, 2017 Approximate Fair Value Estimated Useful Life (in years) Developed technology $ 12,528 10 Software 3,341 3 Customer relations 3,236 6 Trade name 1,775 7 Other 843 2 Total intangible assets $ 21,723 Grohmann’s results of operations since the acquisition date have been included within the automotive segment in our consolidated statements of operations. Actual and pro forma results of operations have not been separately presented because they were not material. SolarCity Acquisition On November 21, 2016 we completed our acquisition of SolarCity for a total purchase price of $2.1 billion in stock . leased and to be leased, identifiable intangible assets, deferred revenue, deferred taxes and noncontrolling interests assumed |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 4 – Goodwill and Intangible Assets Goodwill increased to $41.0 million as of March 31, 2017 due to our acquisition of Grohmann and the impact of foreign currency translation adjustments. Information regarding our acquired intangible assets as of March 31, 2017 was as follows (in thousands): As of March 31, 2017 Gross Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology $ 125,889 $ (5,894 ) $ 119,995 Trade name 45,275 (3,180 ) 42,095 Favorable contracts and leases, net 112,817 (2,808 ) 110,009 Other 34,099 (4,422 ) 29,677 Total finite-lived intangible assets: $ 318,080 $ (16,304 ) $ 301,776 Indefinite-lived intangible assets: IPR&D 86,832 — 86,832 Total infinite-lived intangible assets: 86,832 — 86,832 Total intangible assets $ 404,912 $ (16,304 ) $ 388,608 The acquired in-process research and development (“IPR&D”) is accounted for as an indefinite-lived asset until the completion or abandonment of the associated research and development efforts. If the research and development efforts are successfully completed and commercial feasibility is reached, the IPR&D would be amortized over its then estimated useful life. If the research and development efforts are not completed or are abandoned, the IPR&D might be impaired. The fair value of the IPR&D was estimated using the replacement cost method under the cost approach, based on the historical acquisition costs and expenses of the technology adjusted for estimated developer’s profit, opportunity cost and obsolescence factor. We expect to complete the research and development efforts in the second half of 2017, but there can be no assurance that the commercial feasibility will be achieved. The nature of the research and development efforts consists principally of planning, designing and testing the technology for viability in manufacturing. If commercial feasibility is not achieved, we would likely look to other alternative technologies. As of March 31, 2017, total future amortization expense for intangible assets was estimated as follows (in thousands): Total Nine months ending December 31, 2017 $ 28,670 2018 37,514 2019 37,514 2020 35,675 2021 34,709 Thereafter 127,694 Total $ 301,776 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5 – Fair Value of Financial Instruments ASC 820 , Fair Value Measurements . The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. Our assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands): March 31, 2017 December 31, 2016 Fair Value Level I Level II Level III Fair Value Level I Level II Level III Money market funds $ 2,727,155 $ 2,727,155 $ — $ — $ 2,226,322 $ 2,226,322 $ — $ — Interest rate swaps 1,022 — 1,022 — 1,490 — 1,490 — Total $ 2,728,177 $ 2,727,155 $ 1,022 $ — $ 2,227,812 $ 2,226,322 $ 1,490 $ — All of our cash equivalents and short-term marketable securities were classified within Level I of the fair value hierarchy because they were valued using quoted prices in active markets. Our interest rate swaps were classified within Level II of the fair value hierarchy because they were valued using alternative pricing sources or models that utilized market observable inputs, including current and forward interest rates. During the three months ended March 31, 2017, there were no transfers between the levels of the fair value hierarchy. Interest Rate Swaps We enter into fixed-for-floating interest rate swap agreements to swap variable interest payments on certain debt for fixed interest payments, as required by certain of our lenders. We do not designate our interest rate swaps as hedging instruments. Accordingly, our interest rate swaps are recorded at fair value on the consolidated balance sheets within other assets or other long-term liabilities, with any changes in their fair values recognized as other income (expense), net, in the consolidated statements of operations and with any cash flows recognized as investing activities in the consolidated statements of cash flows. Our interest rate swaps outstanding were as follows (in thousands): Three Months Ended March 31, 2017 Aggregate Notional Amount Gross Asset at Fair Value Gross Liability at Fair Value Gross Gains Gross Losses Interest rate swaps $ 754,591 $ 8,953 $ 9,975 $ 688 $ 1,250 Disclosure of Fair Values Our financial instruments that are not re-measured at fair value include accounts receivable, customer notes receivable, rebates receivable, accounts payable, accrued liabilities, customer deposits, convertible senior notes, the participation interest, solar asset-backed notes, solar loan-backed notes, Solar Bonds and long-term debt. The carrying values of these financial instruments other than customer notes receivable, convertible senior notes, the participation interest, solar asset-backed notes, Solar Bonds and long-term debt approximated their fair values. We estimate the fair value of convertible senior notes using commonly accepted valuation methodologies and market-based risk measurements that are indirectly observable, such as credit risk (Level II) In addition, March 31,2017 December 31, 2016 Carrying Fair Value Carrying Fair Value MyPower customer notes receivable $ 492,627 $ 492,627 $ 513,002 $ 513,002 Convertible senior notes 3,801,009 4,570,495 2,957,288 3,205,641 Participation interest 17,055 17,322 16,713 15,025 Solar asset-backed notes 434,829 436,896 442,764 428,551 Solar loan-backed notes 268,021 278,770 137,024 132,129 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6 – Inventory As of March 31, 2017 and December 31, 2016, our inventory consisted of the following (in thousands): March 31, December 31, 2017 2016 Raw materials $ 693,499 $ 680,339 Work in process 254,684 233,746 Finished goods 1,141,556 1,016,731 Service parts 130,597 136,638 Total $ 2,220,336 $ 2,067,454 Finished goods inventory included vehicles in transit to fulfill customer orders, new vehicles available for immediate sale at our retail and service center locations, pre-owned Tesla vehicles and energy storage products. For solar energy systems, leased and to be leased, we commence transferring component parts from inventory to construction in progress, a component of solar energy systems, leased and to be leased, once a lease contract with a customer has been executed and installation has been initiated. Additional costs incurred on the leased systems, including labor and overhead, are recorded within construction in progress. We write-down inventory for any excess or obsolete inventories or when we believe that the net realizable value of inventories is less than the carrying value. During the three months ended March 31, 2017 and 2016, we recorded write-downs of $21.0 million and $12.7 million, respectively, in cost of revenues. |
Solar Energy Systems, Leased an
Solar Energy Systems, Leased and To Be Leased - Net | 3 Months Ended |
Mar. 31, 2017 | |
Leases [Abstract] | |
Solar Energy Systems, Leased and To Be Leased - Net | Note 7 – Solar Energy Systems, Leased and To Be Leased, Net Solar energy systems, leased and to be leased, net, consisted of the following (in thousands): March 31, December 31, 2017 2016 Solar energy systems leased to customers $ 5,376,722 $ 5,052,976 Initial direct costs related to customer solar energy system lease acquisition costs 35,360 12,774 $ 5,412,082 $ 5,065,750 Less: accumulated depreciation and amortization (67,210 ) (20,157 ) $ 5,344,872 $ 5,045,593 Solar energy systems under construction 400,657 460,913 Solar energy systems to be leased to customers 340,461 413,374 Solar energy systems, leased and to be leased – net (1)(2) $ 6,085,990 $ 5,919,880 (1) Included in solar energy systems, leased and to be leased, as of March 31, 2017 and December 31, 2016 was $36.0 million and $36.0 million, respectively, related to capital leased assets with an accumulated depreciation of $0.6 million and $0.2 million, respectively. (2) Included in solar energy systems, leased and to be leased, as of March 31, 2017 and December 31, 2016 was $21.5 million and $21.3 million related to energy storage systems with an accumulated depreciation of $0.2 million and $0.1 million, respectively. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Note 8 – Property, Plant and Equipment As of March 31, 2017 and December 31, 2016, our property, plant and equipment, net, consisted of the following (in thousands): March 31, December 31, 2017 2016 Machinery, equipment, vehicles and office furniture $ 2,358,180 $ 2,154,367 Tooling 825,036 794,793 Leasehold improvements 559,848 505,295 Land and buildings 1,213,191 1,079,452 Computer equipment, hardware and software 301,911 275,655 Construction in progress 2,899,557 2,147,332 Other 23,771 23,548 $ 8,181,494 $ 6,980,442 Less: Accumulated depreciation and amortization (1,164,943 ) (997,485 ) Total $ 7,016,551 $ 5,982,957 Construction in progress is primarily comprised of tooling and equipment related to the manufacturing of our vehicles, a portion of Gigafactory 1 construction. In addition, construction in progress also included certain build-to-suit lease costs incurred at our Buffalo manufacturing facility, referred to as Gigafactory 2. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. Interest on outstanding debt is capitalized during periods of significant capital asset construction and amortized over the useful lives of the related assets. During the three months ended March 31, 2017 and 2016, we capitalized $23.3 million and $9.1 million, respectively, of interest. We are sometimes involved in the construction of our leased facilities, primarily related to retail stores, service centers and certain manufacturing facilities. In accordance with ASC 840, Leases As of March 31, 2017 and December 31, 2016, the table above included $1.38 billion and $1.32 billion, respectively, of build-to-suit lease assets. As of March 31, 2017 and December 31, 2016, the corresponding financing liabilities of $11.1 million and $3.8 million, respectively, were recorded in accrued liabilities and $1.40 billion and $1.32 billion, respectively, were recorded in other long-term liabilities. Depreciation and amortization expense during the three months ended March 31, 2017 and 2016 were $160.1 million and $99.2 million, respectively. Gross property and equipment under capital leases as of March 31, 2017 and December 31, 2016 were $279.2 million and $112.6 million, respectively. Accumulated depreciation on property and equipment under capital leases as of these dates were $48.9 million and $40.2 million, respectively. We had incurred and capitalized costs of $1.14 billion and $825.3 million, respectively, for Gigafactory 1 as of March 31, 2017 and December 31, 2016. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities [Abstract] | |
Other Long-term Liabilities | Note 9 – Other Long-Term Liabilities Other long-term liabilities consisted of the following (in thousands): March 31, 2017 December 31, 2016 Accrued warranty reserve, net of current portion $ 176,024 $ 149,858 Build-to-suit lease liability, net of current portion 1,398,650 1,323,293 Deferred rent expense 34,254 36,966 Financing obligation, net of current portion 88,426 84,360 Liability for receipts from an investor 111,912 76,828 Other noncurrent liabilities 272,556 220,144 Total long-term liabilities $ 2,081,822 $ 1,891,449 For additional information on the build-to-suit lease liability, please see Note 8, Property, Plant and Equipment |
Customer Deposits
Customer Deposits | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Customer Deposits | Note 10 – Customer Deposits Customer deposits primarily consisted of cash payments from customers at the time they place an order or reservation for a vehicle and additional payments up to the point of delivery, including the fair values of any customer trade-in vehicles that are applicable toward a new vehicle purchase. Customer deposit amounts and timing vary depending on the vehicle model and the country of delivery. Customer deposits are fully refundable up to the point the vehicle is placed into the production cycle. Customer deposits are included in current liabilities until refunded or until they are applied to a customer’s purchase balance at the time of delivery. As of March 31, 2017 and December 31, 2016, we held $616.4 million and $663.9 million, respectively, in customer deposits. |
Convertible and Long-Term Debt
Convertible and Long-Term Debt Obligations | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible and Long-Term Debt Obligations | Note 11 – Convertible and Long-Term Debt Obligations The following is a summary of our debt as of March 31, 2017 (in thousands): Unpaid Unused Principal Net Carrying Value Committed Balance Current Long-Term Amount Interest Maturity Dates Recourse debt: 1.5% Convertible Senior Notes due in 2018 ("2018 Notes") $ 204,993 $ 197,710 — — 1.5% June 2018 0.25% Convertible Senior Notes due in 2019 ("2019 Notes") 920,000 — 837,661 — 0.25% March 2019 1.25% Convertible Senior Notes due in 2021 ("2021 Notes") 1,380,000 — 1,145,078 — 1.25% March 2021 2.375% Convertible Senior Notes due in 2022 ("2022 Notes") 977,500 — 820,938 — 2.375% March 2022 Credit Agreement 934,000 — 934,000 210,169 1% plus LIBOR June 2020 Secured Revolving Credit Facility 359,000 360,474 — 4,312 4.2%-6.5% December 2017 Vehicle and Other Loans 28,201 20,004 8,197 — 1.1%-7.6% April 2017 - September 2019 2.75% Convertible Senior Notes due in 2018 230,000 — 216,172 — 2.8% November 2018 1.625% Convertible Senior Notes due in 2019 566,000 — 492,705 — 1.6% November 2019 Zero-coupon Convertible Senior Notes due in 2020 113,000 — 90,745 — 0.0% December 2020 Solar Bonds 233,059 200,904 30,797 * 2.5%-6.5% May 2017 - January 2031 Total recourse debt 5,945,753 779,092 4,576,293 214,481 Non-recourse debt: Warehouse Agreement 444,709 113,831 330,877 155,291 Various September 2018 Canada Credit Facility 62,287 18,907 43,380 — 3.6%-4.5% December 2020 Term Loan due in December 2018 106,028 — 105,524 30,781 4.4% December 2018 Term Loan due in January 2021 181,102 5,956 173,870 — 4.5% January 2021 Revolving Aggregation Credit Facility 509,386 — 512,043 250,614 4.2%-4.8% December 2018 Solar Renewable Energy Credit Loan Facility 53,159 12,392 41,043 1,841 6.6% July 2021 Cash Equity Debt I 118,956 3,333 114,622 — 5.7% July 2033 Cash Equity Debt II 205,251 5,458 187,806 — 5.3% July 2034 Cash Equity Debt III 167,501 3,646 160,751 — 5.8% January 2035 Solar Asset-backed Notes, Series 2013-1 41,025 3,289 37,513 4.8% November 2038 Solar Asset-backed Notes, Series 2014-1 59,824 3,019 56,471 — 4.6% April 2044 Solar Asset-backed Notes, Series 2014-2 183,154 7,240 169,798 — 4.0%-Class A 5.4%-Class B July 2044 Solar Asset-backed Notes, Series 2015-1 117,333 2,393 107,554 — 4.2%-Class A 5.6%-Class B August 2045 Solar Asset-backed Notes, Series 2016-1 49,440 1,202 46,350 — 5.3%-Class A 7.5%-Class B September 2046 Solar Loan-backed Notes, Series 2016-A 131,066 3,514 124,030 — 4.8%-Class A 6.9%-Class B September 2048 Solar Loan-backed Notes, Series 2017-A 145,000 465 140,012 — 5.0%-Class A 6.1%-Class B 7.5%-Class C September 2049 Total non-recourse debt 2,575,221 184,645 2,351,644 438,527 Total debt $ 8,520,974 $ 963,737 $ 6,927,937 $ 653,008 * Out of the $350.0 million authorized to be issued, $116.9 million remained available to be issued. See below and Note 16, Related Party Transactions The following is a summary of our debt as of December 31, 2016 (in thousands): Unpaid Unused Principal Net Carrying Value Committed Balance Current Long-Term Amount Interest Maturity Dates Recourse debt: 2018 Notes $ 205,013 $ 196,229 — — 1.5% June 2018 2019 Notes 920,000 — 827,620 — 0.25% March 2019 2021 Notes 1,380,000 — 1,132,029 — 1.25% March 2021 Credit Agreement 969,000 — 969,000 181,000 1% plus LIBOR June 2020 Secured Revolving Credit Facility 364,000 366,247 — 24,305 4.0%-6.0% January 2017 - December 2017 Vehicle and Other Loans 23,771 17,235 6,536 — 2.9%-7.6% March 2017 - June 2019 2.75% Convertible Senior Notes due in 2018 230,000 — 212,223 — 2.8% November 2018 1.625% Convertible Senior Notes due in 2019 566,000 — 483,820 — 1.6% November 2019 Zero-coupon Convertible Senior Notes due in 2020 113,000 — 89,418 — 0.0% December 2020 Solar Bonds 332,060 181,582 148,948 # 1.1%-6.5% January 2017 - January 2031 Total recourse debt 5,102,844 761,293 3,869,594 205,305 Non-recourse debt: Warehouse Agreement 390,000 73,708 316,292 210,000 Various September 2018 Canada Credit Facility 67,342 18,489 48,853 — 3.6%- 4.5% December 2020 Term Loan due in December 2017 75,467 75,715 — 52,173 4.2% December 2017 Term Loan due in January 2021 183,388 5,860 176,169 — 4.5% January 2021 MyPower Revolving Credit Facility 133,762 133,827 — 56,238 4.1%-6.6% January 2017 Revolving Aggregation Credit Facility 424,757 — 427,944 335,243 4.0%-4.8% December 2018 Solar Renewable Energy Credit Term Loan 38,124 12,491 26,262 — 6.6%-9.9% April 2017 - July 2021 Cash Equity Debt I 119,753 3,272 115,464 — 5.7% July 2033 Cash Equity Debt II 206,901 5,376 189,424 — 5.3% July 2034 Cash Equity Debt III 170,000 4,994 161,853 5.8% January 2035 Solar Asset-backed Notes, Series 2013-1 41,899 3,329 38,346 — 4.8% November 2038 Solar Asset-backed Notes, Series 2014-1 60,768 3,016 57,417 — 4.6% April 2044 Solar Asset-backed Notes, Series 2014-2 186,851 7,055 173,625 — 4.0%-Class A 5.4%-Class B July 2044 Solar Asset-backed Notes, Series 2015-1 119,199 1,511 110,238 — 4.2%-Class A 5.6%-Class B August 2045 Solar Asset-backed Notes, Series 2016-1 50,119 1,202 47,025 — 5.3%-Class A 7.5%-Class B September 2046 Solar Loan-backed Notes, Series 2016-A 140,586 3,514 133,510 — 4.8%-Class A 6.9%-Class B September 2048 Total non-recourse debt 2,408,916 353,359 2,022,422 653,654 Total debt $ 7,511,760 $ 1,114,652 $ 5,892,016 $ 858,959 # Out of the $350.0 million authorized to be issued, $17.9 million remained available to be issued. See below and Note 16, Related Party Transactions Recourse debt refers to debt that is recourse to our general assets. Non-recourse debt refers to debt that is recourse to only specified assets of our subsidiaries. The differences between the unpaid principal balances and the net carrying values are due to convertible senior note conversion features, debt discounts and deferred financing costs. As of March 31, 2017, we were in compliance with all financial debt covenants. The following descriptions summarize the significant debt activity in the three months ended March 31, 2017. 2.375% Convertible Senior Notes due in 2022, Bond Hedges and Warrant Transactions In March 2017, we issued $977.5 million in aggregate principal of 2.375% convertible senior notes due in March 2022 (“2022 Notes”) in a public offering. The net proceeds from the issuance, after deducting transaction costs, were $965.9 million. Each $1,000 of principal of the 2022 Notes is initially convertible into 3.0534 shares of our common stock, which is equivalent to an initial conversion price of approximately $327.50 per share, subject to adjustment upon the occurrence of specified events. Holders of the 2022 Notes may convert, at their option, on or after December 15, 2021. Further, holders of the 2022 Notes may convert such 2022 Notes, at their option, prior to December 15, 2021, only under the following circumstances: (1) during any quarter beginning after June 30, 2017, if the closing price of our common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days immediately preceding the quarter is greater than or equal to 130% of the conversion price; (2) during the five-business day period following any five-consecutive trading day period in which the trading price of the 2022 Notes is less than 98% of the average of the closing price of our common stock for each day during such five-consecutive trading day period; or (3) if we make specified distributions to holders of our common stock or if specified corporate transactions occur. Upon a conversion, we would pay cash for the principal amount and, if applicable, deliver shares of our common stock (subject to our right to deliver cash in lieu of all or a portion of such shares of our common stock) based on a daily conversion value. If a fundamental change occurs prior to the maturity date, holders of the 2022 Notes may require us to repurchase all or a portion of their 2022 Notes for cash at a repurchase price equal to 100% of the principal amount plus any accrued and unpaid interest. In addition, if specific corporate events occur prior to the maturity date, we would increase the conversion rate for a holder who elects to convert their 2022 Notes in connection with such an event in certain circumstances. As of March In accordance with GAAP relating to embedded conversion features, we initially valued and bifurcated the conversion feature associated with the 2022 Notes. We recorded to stockholders’ equity $145.6 million for the conversion feature. The resulting debt discount is being amortized to interest expense at an effective interest rate of 6.00%. In connection with the offering of the 2022 Notes, we entered into convertible note hedge transactions whereby we have the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 3.0 million shares of our common stock at a price of approximately $327.50 per share. The cost of the convertible note hedge transactions was $204.1 million. In addition, we sold warrants whereby the holders of the warrants have the option to purchase initially (subject to certain specified events) a total of approximately 3.0 million shares of our common stock at a price of $655.00 per share. We received $52.9 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to reduce potential dilution from the conversion of the 2022 Notes and to effectively increase the overall conversion price from $327.50 to $655.00 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital on our consolidated balance sheet as of March 31, 2017. Term Loan due in December 2018 On March 31, 2016, a subsidiary of SolarCity entered into an agreement for a term loan. The term loan bears interest at an annual rate of the lender’s cost of funds plus 3.25%. The fee for undrawn commitments is 0.85% per annum. On March 31, 2017, the agreement was amended to extend the availability period and the maturity date. The term loan is secured by substantially all of the assets and cash flows of the subsidiary and is non-recourse to our other assets. Term Loan due in January 2021 In January 2016, a subsidiary of SolarCity entered into an agreement with a syndicate of banks for a term loan. The term loan bears interest at an annual rate of three-month LIBOR plus 3.50%. The term loan is secured by substantially all of the assets of the subsidiary, including its interests in certain financing funds, and is non-recourse to our other assets. During the three months ended March 31, 2017, we repaid $2.3 million of the principal outstanding under the term loan. MyPower Revolving Credit Facility In January 2017, the MyPower revolving credit facility matured, and the aggregate outstanding principal amount was fully repaid. Solar Renewable Energy Credit Loan Facilities On March 31, 2016, a subsidiary of SolarCity entered into an agreement for a term loan. The term loan bore interest at an annual rate of one-month LIBOR plus 9.00% or, at our option, 8.00% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate or (iii) one-month LIBOR plus 1.00%. The term loan was secured by substantially all of the assets of the subsidiary, including its rights under forward contracts to sell solar renewable energy credits, and was non-recourse to our other assets. On March 1, 2017, we fully repaid the outstanding principal amount under the term loan. On July 14, 2016, the same subsidiary entered into an agreement for another loan facility. The loan facility bears interest at an annual rate of one-month LIBOR plus 5.75% or, at our option, 4.75% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate or (iii) one-month LIBOR plus 1.00%. The loan facility is secured by substantially all of the assets of the subsidiary, including its rights under forward contracts to sell solar renewable energy credits, and is non-recourse to our other assets. Solar Loan-backed Notes, Series 2017-A On January 27, 2017, we pooled and transferred certain MyPower customer notes receivable into a special purpose entity (“SPE”) and issued $123.0 million in aggregate principal of Solar Loan-backed Notes, Series 2017-A, Class A; $8.8 million in aggregate principal of Solar Loan-backed Notes, Series 2017-A, Class B; and $13.2 million in aggregate principal of Solar Loan-backed Notes, Series 2017-A, Class C; backed by these notes receivable to investors. The SPE is wholly owned by us and is consolidated in our financial statements. Accordingly, we did not recognize a gain or loss on the transfer of these notes receivable. The Solar Loan-backed Notes were issued at a discount of 1.87% for Class A, 1.86% for Class B and 8.13% for Class C. The payments received by the SPE from these notes receivable are used to service the semi-annual principal and interest payments on the Solar Loan-backed Notes and satisfy the SPE’s expenses, and any remaining cash is distributed to one of our wholly owned subsidiaries. The SPE’s assets and cash flows are not available to our other creditors, and the creditors of the SPE, including the Solar Loan-backed Note holders, have no recourse to our other assets. Interest Expense The following table presents the aggregate amount of interest expense recognized relating to the contractual interest coupon and amortization of the debt issuance costs and debt discount on convertible notes with cash conversion features, which includes the 2018 Notes, the 2019 Notes, the 2021 Notes and the 2022 Notes (in thousands): Three Months Ended March 31, 2017 2016 Contractual interest coupon $ 6,151 $ 8,391 Amortization of debt issuance costs 1,308 1,898 Amortization of debt discount 23,962 25,191 Total $ 31,421 $ 35,480 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Common Stock | Note 12 – Common Stock In March 2017, we completed a public offering of our common stock and issued a total of 1,536,259 shares for total cash proceeds of $399.6 million (including 95,420 shares purchased by our Chief Executive Officer for approximately $25.0 million), net of underwriting discounts and offering costs. |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans | Note 13 – Equity Incentive Plans In 2010, we adopted the 2010 Equity Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock options, RSUs and stock purchase rights to our employees, directors and consultants. Options granted under the 2010 Plan may be either incentive options or nonqualified stock options. Incentive stock options may be granted only to our employees, including officers and directors. Nonqualified stock options and stock purchase rights may be granted to our employees and consultants. Generally, our stock option and RSU awards vest over up to four years and are exercisable over a maximum period of ten years from their grant dates. Vesting typically terminates when the employment or consulting relationship ends. In addition, as a result of our acquisition of SolarCity, we assumed its equity award plans and its outstanding equity awards as of the acquisition date. The assumed equity awards were converted into equity awards of Tesla common stock in share amounts and prices based on the exchange ratio specified in the acquisition agreement, with the assumed equity awards retaining the same vesting and other terms and conditions as in effect immediately prior to the acquisition. The assumed equity awards have vesting and other terms and conditions that are substantially the same as those under the 2010 Plan. As of March 31, 2017, there were 16,856,143 shares underlying outstanding equity awards. 2014 Performance-Based Stock Option Awards In 2014, to create incentives for continued long-term success beyond the Model S program and to closely align executive pay with our stockholders’ interests in the achievement of significant milestones by us, the Compensation Committee of our Board of Directors granted stock option awards to certain employees (excluding our Chief Executive Officer) to purchase an aggregate of 1,073,000 shares of our common stock. Each award consisted of four vesting tranches with a vesting schedule based entirely on the attainment of performance milestones, assuming continued employment and service through each vesting date: • 1/4th of each award vested upon completion of the first Model X production vehicle; • 1/4th of each award is scheduled to vest upon achieving aggregate production of 100,000 vehicles in a trailing 12-month period; • 1/4th of each award is scheduled to vest upon completion of the first Model 3 production vehicle; and • 1/4th of each award is scheduled to vest upon achieving an annualized gross margin of greater than 30.0% for any three-year period. As of March 31, 2017, the following performance milestone was achieved: • Completion of the first Model X production vehicle. As of March 31, 2017, the following performance milestones were considered probable of achievement: • Completion of the first Model 3 production vehicle; and • Achieving aggregate production of 100,000 vehicles in a trailing 12-month period. We begin recognizing stock-based compensation expense as each performance milestone becomes probable of achievement. As of March 31, 2017, we had unrecognized stock-based compensation expense of $17.1 million for the performance milestone that was not considered probable of achievement. For the three months ended March 31, 2017 and 2016, we recorded stock-based compensation expense of $2.7 million and $9.0 million, respectively, related to these awards. 2012 Chief Executive Officer Awards In August 2012, our Board of Directors granted 5,274,901 stock option awards to our Chief Executive Officer (the “2012 CEO Grant”). The 2012 CEO Grant consists of 10 vesting tranches with a vesting schedule based entirely on the attainment of both performance conditions and market conditions, assuming continued employment and service through each vesting date. Each vesting tranche requires a combination of a pre-determined performance milestone and an incremental increase in our market capitalization of $4.0 billion, as compared to our initial market capitalization of $3.2 billion at the time of the 2012 CEO Grant. As of March 31, 2017, the market conditions for eight vesting tranches and the following seven performance milestones were achieved: • Successful completion of the Model X alpha prototype; • Successful completion of the Model X beta prototype; • Completion of the first Model X production vehicle; • Aggregate production of 100,000 vehicles; • Successful completion of the Model 3 alpha prototype, • Successful completion of the Model 3 beta prototype; and • Aggregate production of 200,000 vehicles. As of March 31, 2017, the following performance milestones were considered probable of achievement: • Completion of the first Model 3 production vehicle; and • Aggregate production of 300,000 vehicles. We begin recognizing stock-based compensation expense as each milestone becomes probable of achievement. As of March 31, 2017, we had $3.5 million of total unrecognized stock-based compensation expense for those performance milestones that were considered probable of achievement, which will be recognized over a weighted-average period of 1.4 years. As of March 31, 2017, we had unrecognized stock-based compensation expense of $5.7 million for the performance milestone that was not considered probable of achievement. For the three months ended March 31, 2017 and 2016, we recorded stock-based compensation expense of $1.4 million and $10.4 million, respectively, related to the 2012 CEO Grant. Our Chief Executive Officer earns a base salary that reflects the currently applicable minimum wage requirements under California law, and he is subject to income taxes based on such base salary. However, he has never accepted and currently does not accept his salary. Summary Stock-Based Compensation Information The following table summarizes our stock-based compensation expense by line item in the consolidated statements of operations (in thousands): Three Months Ended March 31, 2017 2016 Cost of sales $ 10,031 $ 6,403 Research and development 49,192 39,602 Selling, general and administrative 44,494 43,652 Total $ 103,717 $ 89,657 We realized no income tax benefits from stock option exercises in each of the periods presented due to recurring losses and valuation allowances. As of March 31, 2017, we had $1.22 billion of total unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-performance awards, which will be recognized over a weighted-average period of 3.0 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14 – Commitments and Contingencies Non-Cancellable Leases We have entered into various non-cancellable leases for certain of our offices, manufacturing and warehouse facilities, retail and service locations, equipment, vehicles, solar energy systems and supercharger sites, throughout the world. Build-to-Suit Lease Arrangement in Buffalo, New York As discussed in Note 8, Property, Plant and Equipment , Under the terms of the build-to-suit lease arrangement, we are required to achieve specific operational milestones during the initial term of the lease, which include employing a certain number of employees at the manufacturing facility, within western New York and within the State of New York within specified periods following the completion of the manufacturing facility. We are also required to spend or incur approximately $5.0 billion in combined capital, operational expenses and other costs in the State of New York over the 10 years following the achievement of full production. On an annual basis during the initial lease term, as measured on each anniversary of the commissioning of the manufacturing facility, if we fail to meet these specified investment and job creation requirements, then we would be obligated to pay a $41.2 million “program payment” to the Foundation for each year that we fail to meet these requirements. Furthermore, if the arrangement is terminated due to a material breach by us, then additional amounts might be payable by us. The non-cash investing and financing activities related to the arrangement during the three months ended March 31, 2017 amounted to $40.9 million. Legal Proceedings Securities Litigation On March 28, 2014, a purported stockholder class action was filed in the United States District Court for the Northern District of California against SolarCity and two of its officers. The complaint alleges violations of federal securities laws, and seeks unspecified compensatory damages and other relief on behalf of a purported class of purchasers of SolarCity’s securities from March 6, 2013 to March 18, 2014. After a series of amendments to the original complaint, the District Court dismissed the amended complaint and entered a judgment in SolarCity’s favor on August 9, 2016. The plaintiffs have filed a notice of appeal. We believe that the claims are without merit and intend to defend against this lawsuit vigorously. We are unable to estimate the possible loss, if any, associated with this lawsuit. On August 15, 2016, a purported stockholder class action lawsuit was filed in the United States District Court for the Northern District of California against SolarCity, two of its officers and a former officer. On March 20, 2017, the purported stockholder class filed a consolidated complaint that includes the original matter in the same court against SolarCity, one of its officers and three former officers. As consolidated, the complaint alleges that SolarCity made projections of future sales and installations that it failed to achieve and that these projections were fraudulent when made. The plaintiffs claim violations of federal securities laws and seek unspecified compensatory damages and other relief on behalf of a purported class of purchasers of SolarCity’s securities from May 6, 2015 to May 9, 2016. We believe that the claims are without merit and intend to defend against them vigorously. We are unable to estimate the possible loss, if any, associated with this lawsuit. Litigation Relating to the SolarCity Acquisition Between September 1, 2016 and October 5, 2016, seven lawsuits were filed in the Court of Chancery of the State of Delaware by purported stockholders of Tesla challenging Tesla’s acquisition of SolarCity. Following consolidation, the lawsuit names as defendants the members of Tesla’s board of directors and alleges, among other things, that board members breached their fiduciary duties in connection with the acquisition. The complaint asserts both derivative claims and direct claims on behalf of a purported class and seeks, among other relief, unspecified monetary damages, attorneys’ fees, and costs. On January 27, 2017, defendants filed a motion to dismiss the operative complaint. Rather than respond to the defendants’ motion, plaintiffs filed an amended complaint. On March 17, 2017, defendants filed a motion to dismiss the amended complaint; that motion is pending. These same plaintiffs filed a parallel action in the United States District Court for the District of Delaware on April 21, 2017, adding claims for violations of the federal securities laws. On February 6, 2017, a purported stockholder made a demand to inspect Tesla’s books and records, purportedly to investigate potential breaches of fiduciary duty in connection with the SolarCity acquisition. On April 17, 2017, the purported stockholder filed a petition for a writ of mandate in California Superior Court, seeking to compel Tesla to provide the documents requested in the demand. On March 24, 2017, another lawsuit was filed in the United States District Court for the District of Delaware by a purported Tesla stockholder challenging the SolarCity acquisition. The complaint alleges, among other things, that Tesla’s board of directors breached their fiduciary duties in connection with the acquisition and alleges violations of the federal securities laws. Tesla believes that claims challenging the SolarCity merger are without merit. We are unable to estimate the possible loss, if any, associated with these claims. Proceedings Relating to United States Treasury In July 2012, SolarCity, along with other companies in the solar energy industry, received a subpoena from the U.S. Treasury Department’s Office of the Inspector General to deliver certain documents in SolarCity’s possession that were dated, created, revised or referred to after January 1, 2007 and that relate to SolarCity’s applications for U.S. Treasury grants or communications with certain other solar energy development companies or with certain firms that appraise solar energy property for U.S Treasury grant application purposes. The Inspector General and the Civil Division of the U.S. Department of Justice are investigating the administration and implementation of the U.S Treasury grant program relating to the fair market value of the solar energy systems that SolarCity submitted in U.S. Treasury grant applications. SolarCity has accrued a reserve for its potential liability associated with this ongoing investigation as of December 31, 2016. In February 2013, two of SolarCity’s financing funds filed a lawsuit in the United States Court of Federal Claims against the United States government, seeking to recover approximately $14.0 million that the United States Treasury was obligated to pay, but failed to pay, under Section 1603 of the American Recovery and Reinvestment Act of 2009. In February 2016, the U.S. government filed a motion seeking leave to assert a counterclaim against the two plaintiff funds on the grounds that the U.S. government, in fact, paid them more, not less, than they were entitled to as a matter of law. We believe that the U.S. government’s claims are without merit and expect the plaintiff funds to litigate the case vigorously. Trial in the case is set for the latter half of 2017. We are unable to estimate the possible loss, if any, associated with this lawsuit. Other Matters From time to time, we have received requests for information from regulators and governmental authorities, such as the National Highway Traffic Safety Administration, the National Transportation Safety Board and the Securities and Exchange Commission. We are also subject to various other legal proceedings and claims that arise from the normal course of business activities. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on our results of operations, prospects, cash flows, financial position and brand. Indemnifications and Guaranteed Returns As disclosed in Note 15, VIE Arrangements , The maximum potential future payments that we could have to make under this obligation would depend on the difference between the fair values of the solar energy systems sold or transferred to the funds as determined by us and the values that the U.S. Treasury Department would determine as fair value for the systems for purposes of claiming U.S. Treasury grants or the values the IRS would determine as the fair value for the systems for purposes of claiming ITCs or U.S. Treasury grants. We claim U.S. Treasury grants based on guidelines provided by the U.S. Treasury department and the statutory regulations from the IRS. We use fair values determined with the assistance of independent third-party appraisals commissioned by us as the basis for determining the ITCs that are passed-through to and claimed by the fund investors. Since we cannot determine future revisions to U.S. Treasury Department guidelines governing solar energy system values or how the IRS will evaluate system values used in claiming ITCs or U.S. Treasury grants, we are unable to reliably estimate the maximum potential future payments that it could have to make under this obligation as of each balance sheet date. We are eligible to receive certain state and local incentives that are associated with renewable energy generation. The amount of incentives that can be claimed is based on the projected or actual solar energy system size and/or the amount of solar energy produced. We also currently participate in one state’s incentive program that is based on either the fair market value or the tax basis of solar energy systems placed in service. State and local incentives received are allocated between us and fund investors in accordance with the contractual provisions of each fund. We are not contractually obligated to indemnify any fund investor for any losses they may incur due to a shortfall in the amount of state or local incentives actually received. As disclosed in Note 15, we are contractually required to make payments to one fund investor to ensure that the fund investor achieves a specified minimum internal rate of return. The fund investor has already received a significant portion of the projected economic benefits from U.S. Treasury grant distributions and tax depreciation benefits. The contractual provisions of the fund state that the fund has an indefinite term unless the members agree to dissolve the fund. Based on our current financial projections regarding the amount and timing of future distributions to the fund investor, we do not expect to make any payments as a result of this guarantee and has not accrued any liabilities for this guarantee. The amount of potential future payments under this guarantee is dependent on the amount and timing of future distributions to the fund investor and future tax benefits that accrue to the fund investor. Due to the uncertainties surrounding estimating the amounts of these factors, we are unable to estimate the maximum potential payments under this guarantee. To date, the fund investor has achieved the specified minimum internal rate of return as determined in accordance with the contractual provisions of the fund. Our lease pass-through financing funds have a one-time lease payment reset mechanism that occurs after the installation of all solar energy systems in a fund. As a result of this mechanism, we may be required to refund master lease prepayments previously received from investors. Any refunds of master lease prepayments would reduce the lease pass-through financing obligation. Letters of Credit As of March 31, 2017, we had $86.0 million of unused letters of credit outstanding. |
VIE Arrangements
VIE Arrangements | 3 Months Ended |
Mar. 31, 2017 | |
Variable Interest Entity Disclosure [Abstract] | |
VIE Arrangements | Note 15 – VIE Arrangements We have entered into various arrangements with investors to facilitate the funding and monetization of our solar energy systems. In particular, our wholly owned subsidiaries and fund investors have formed and contributed cash and assets into various financing funds and entered into related agreements. We have determined that the funds are VIEs and we are the primary beneficiary of these VIEs by reference to the power and benefits criterion under ASC 810, Consolidation As the primary beneficiary of these VIEs, we consolidate in the financial statements the financial position, results of operations and cash flows of these VIEs, and all intercompany balances and transactions between us and these VIEs are eliminated in the consolidated financial statements. Cash distributions of income and other receipts by a fund, net of agreed upon expenses, estimated expenses, tax benefits and detriments of income and loss and tax credits, are allocated to the fund investor and our subsidiary as specified in contractual agreements. Generally, our subsidiary has the option to acquire the fund investor’s interest in the fund for an amount based on the market value of the fund or the formula specified in the contractual agreements. As of March 31, 2017 and December 31, 2016, we were contractually required to make payments to a fund investor in order to ensure the investor is projected to achieve a specified minimum return annually. The amounts of any potential future payments under this guarantee are dependent on the amounts and timing of future distributions to the fund investor from the fund, the tax benefits that accrue to the fund investor from the fund’s activities and the amount and timing of our purchase of the fund investor’s interest in the fund or the amount and timing of the distributions to the fund investor upon liquidation of the fund. Due to uncertainties associated with estimating the amount and timing of distributions to the fund investor and the possibility and timing of liquidation of the fund, we are unable to determine the potential maximum future payments that we would have to make under this guarantee. Upon the sale or liquidation of a fund, distributions would occur in the order and priority specified in the contractual agreements. Pursuant to management services, maintenance and warranty arrangements, we have been contracted to provide services to the funds, such as operations and maintenance support, accounting, lease servicing and performance reporting. In some instances, we have guaranteed payments to the fund investors as specified in the contractual agreements. A fund’s creditors have no recourse to our general credit or to that of other funds. None of the assets of the funds had been pledged as collateral for their obligations. We present the solar energy systems in the VIEs under solar energy systems, leased and to be leased, net, in the consolidated balance sheets. The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheets were as follows (in thousands): March 31, 2017 December 31, 2016 Assets Current assets: Cash and Cash equivalents $ 49,930 $ 44,091 Restricted cash 20,831 20,916 Accounts receivable- net 20,712 16,023 Rebates receivable 6,313 6,646 Prepaid expenses and other current assets 3,969 7,532 Total current assets 101,755 95,208 Solar energy systems, leased and to be leased- net 4,756,248 4,618,443 Other assets 34,029 35,826 Total assets $ 4,892,032 $ 4,749,477 Liabilities Current liabilities: Accounts Payable $ 31 $ 20 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 20,415 24,085 Accrued and other current liabilities 8,499 8,157 Customer deposits 1,998 1,169 Current portion of deferred revenue 19,333 17,114 Current portion of long-term debt 12,437 89,356 Total current liabilities 62,713 139,901 Deferred revenue, net of current portion 195,851 178,783 Long-term debt, net of current portion 568,703 466,741 Other liabilities and deferred costs 112,630 82,917 Total Liabilities $ 939,897 $ 868,342 We are contractually obligated to make certain fund investors whole if they suffer certain losses resulting from the disallowance or recapture of ITCs or U.S. Treasury grants. We account for distributions due to the fund investors arising from a reduction of anticipated ITCs or U.S. Treasury grants received under distributions payable to noncontrolling interests and redeemable noncontrolling interests in the consolidated balance sheets. As of March 31, 2017 and December 31, 2016, we had accrued $0.3 million and $0.3 million, respectively, for this obligation. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16 – Related Party Transactions Related party balances were comprised of the following (in thousands): March 31, 2017 December 31, 2016 Solar Bonds issued to related parties $ 175,100 $ 265,100 Convertible senior notes due to related parties $ 13,000 $ 13,000 Due to related parties (primarily accrued interest on the Solar Bonds, included in accrued and other current liabilities) $ 1,504 $ 5,136 The related party transactions were primarily issuances and maturities of Solar Bonds held by Space Exploration Technologies Corporation (“SpaceX”), our Chief Executive Officer, SolarCity’s Chief Executive Officer and SolarCity’s Chief Technology Officer and issuances of convertible senior notes to an entity affiliated with our Chief Executive Officer and to SolarCity’s Chief Executive Officer. SpaceX is considered a related party because our Chief Executive Officer is the Chief Executive Officer, Chief Technology Officer, Chairman and a significant stockholder of SpaceX. As of March 31, 2017, SpaceX held $75.0 million in aggregate principal amount of 4.40% Solar Bonds due in June 2017. In addition, our Chief Executive Officer, SolarCity’s Chief Executive Officer and SolarCity’s Chief Technology Officer collectively held $100.0 million in aggregate principal amount of 6.50% Solar Bonds due in February 2018. On April 11, 2017, our Chief Executive Officer, SolarCity’s Chief Executive Officer and SolarCity’s Chief Technology Officer exchanged their Solar Bonds with a collective aggregate principal amount of $100.0 million for promissory notes in the same amounts and with substantially the same terms. On April 18, 2017, our Chief Executive Officer exercised his right under the indenture to convert all of his zero-coupon convertible senior notes due in 2020, which had an aggregate principal amount of $10.0 million. As a result, we issued 33,333 shares of our common stock to our Chief Executive Officer in accordance with the specified conversion rate, and his zero-coupon convertible senior notes were deemed settled. |
Segment Reporting and Informati
Segment Reporting and Information about Geographic Areas | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting and Information about Geographic Areas | Note 17 – Segment Reporting and Information about Geographic Areas We operate under two reportable segments: (i) automotive and (ii) energy generation and storage. The automotive reportable segment includes the design, development, manufacturing and sales of electric vehicles. The energy generation and storage reportable segment includes the design, manufacture, installation and sale or lease of stationary energy storage products and solar energy systems, or sale of electricity generated by our solar energy systems to customers. Our CODM does not evaluate operating segments using asset information. The following table presents revenues and gross margins by reportable segment (in thousands): Three Months Ended March 31, 2017 2016 Automotive: Revenues $ 2,482,326 $ 1,124,320 Gross profit 605,775 247,853 Energy generation and storage: Revenues 213,944 22,728 Gross profit 62,171 4,615 The following table presents revenues by geographic area based on where our products are shipped (in thousands): Three Months Ended March 31, 2017 2016 United States $ 1,275,208 $ 628,289 China 503,933 119,478 Norway 135,402 58,437 Other 781,727 340,844 Total $ 2,696,270 $ 1,147,048 The following table presents long-lived assets by geographic area (in thousands): March 31, 2017 December 31, 2016 United States $ 12,505,153 $ 11,399,545 International 597,388 503,294 Total $ 13,102,541 $ 11,902,839 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements The consolidated balance sheet as of March 31, 2017, the consolidated statements of operations and the consolidated statements of comprehensive loss for the three months ended March 31, 2017 and 2016 and the consolidated statements of cash flows for the three months ended March 31, 2017 and 2016, as well as other information disclosed in the accompanying notes, are unaudited. The consolidated balance sheet as of December 31, 2016 was derived from the audited consolidated financial statements as of that date. The interim consolidated financial statements and the accompanying notes should be read in conjunction with the annual consolidated financial statements and the accompanying notes contained in our Annual Report on Form 10-K for the year ended December 31, 2016. The interim consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods. |
Reclassifications | Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation in the consolidated financial statements and the accompanying notes. Such reclassifications had no effect on previously reported results of operations. Starting in the fourth quarter of 2016, we have reclassified the revenue and cost of revenue of our energy storage products from ‘services and other’ into ‘energy generation and storage’ for all periods presented. |
Resale Value Guarantees and Other Financing Programs | Resale Value Guarantees and Other Financing Programs Vehicle sales to customers with a resale value guarantee We offered resale value guarantees or similar buy-back terms to all customers who purchase vehicles and who financed their vehicle through one of our specified commercial banking partners. Subsequent to June In cases where a customer retains ownership of a vehicle at the end of the guarantee period, the resale value guarantee liability and any remaining deferred revenue balances related to the vehicle are settled to automotive leasing revenue and the net book value of the leased vehicle is expensed to costs of automotive leasing revenue. In cases when customers return the vehicle back to us during the guarantee period, we purchase the vehicle from the customer in an amount equal to the resale value guarantee and settle any remaining deferred balances to automotive leasing revenue and we reclassify the net book value of the vehicle on our balance sheet to pre-owned vehicle inventory. As of March 31, 2017 and December 31, 2016, $197.3 million and $179.5 million, respectively, of the guarantees were exercisable by customers within the next twelve months. Vehicle sales to leasing partners with a resale value guarantee We also offer resale value guarantees in connection with automobile sales to certain leasing partners. As we have guaranteed the value of these vehicles and as the vehicles are leased to end-customers, we account for these transactions as interest bearing collateralized borrowings as required under ASC 840, Leases At the end of the lease term, we settle our liability in cash by either purchasing the vehicle from the leasing partner for the resale value guarantee amount or paying a shortfall to the guarantee amount the leasing partner may realize on the sale of the vehicle. Any remaining balances within deferred revenue and resale value guarantee will be settled to automotive leasing revenue. In cases where the leasing partner retains ownership of the vehicle after the end of our guarantee period, we expense the net value of the leased vehicle to costs of automotive leasing revenue . The maximum cash we could be required to pay under this program, should we decide to repurchase all vehicles, was $977.4 million as of March 31, 2017, including . As of March 1.18 billion 289.1 . As of March 31, 2017 and December 31, 2016, we had a total of $50.3 million and $57.0 million, respectively, in account receivables from our leasing partners On a quarterly basis, we assess the estimated market values of vehicles under our resale value guarantee program to determine if we have sustained a loss on any of these contracts. As we accumulate more data related to the resale values of our vehicles or as market conditions change, there may be material changes to their estimated values. Activity related to our resale value guarantee and similar programs consisted of the following (in thousands): Three Months Ended March 31, 2017 2016 Operating Lease Vehicles Operating lease vehicles—beginning of period $ 2,462,061 $ 1,556,529 Net increase in operating lease vehicles 414,361 413,981 Depreciation expense recorded in cost of automotive leasing revenues (78,856 ) (44,818 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee (8,423 ) (3,086 ) Additional depreciation expense recorded in cost of automotive leasing revenues result of expiration (41,432 ) — Increases to inventory from vehicles returned under our trade- in program and exercises of resale value guarantee (15,312 ) (13,296 ) Operating lease vehicles—end of period $ 2,732,399 $ 1,909,310 Deferred Revenue Deferred revenue—beginning of period $ 916,652 $ 679,132 Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term 238,687 225,764 Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue (137,668 ) (97,748 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (1,737 ) (2,996 ) Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee (5,432 ) (3,184 ) Deferred revenue—end of period $ 1,010,502 $ 800,968 Resale Value Guarantee Resale value guarantee liability—beginning of period $ 2,389,927 $ 1,430,573 Increase in resale value guarantee 418,721 381,499 Reclassification from long-term to short-term collateralized borrowing (48,384 ) (22,826 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (6,142 ) (2,501 ) Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises (20,199 ) (11,247 ) Release of resale value guarantee resulting from expiration of resale value guarantee (41,330 ) — Resale value guarantee liability—end of period $ 2,692,593 $ 1,775,498 |
Income Taxes | Income Taxes There are transactions that occur during the ordinary course of business for which the ultimate tax determination is uncertain. As of March 31, 2017 and December 31, 2016, the aggregate balances of our gross unrecognized tax benefits were $219.4 million and $203.9 million, respectively, of which $213.2 million and $198.3 million, respectively, would not give rise to changes in our effective tax rate since these tax benefits would increase a deferred tax asset that is currently fully offset by a valuation allowance. |
Net Loss per Share of Common Stock Attributable to Common Stockholders | Net Loss per Share of Common Stock Attributable to Common Stockholders Basic net income (loss) per share of common stock attributable to common stockholders is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average shares of common stock outstanding for the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based awards, warrants and convertible senior notes using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted net income (loss) per share of common stock attributable to common stockholders when their effect is dilutive. Since we expect to settle in cash the principal outstanding under the 1.5% Convertible Senior Notes due in 2018, the 0.25% Convertible Senior Notes due in 2019, the 1.25% Convertible Senior Notes due in 2021 and the 2.375% Convertible Senior Notes due in 2022, we use the treasury stock method when calculating their potential dilutive effect, if any. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Three Months Ended March 31, 2017 2016 Stock-based awards 9,738,595 16,267,953 Convertible senior notes 2,370,788 1,955,136 Warrants 595,104 344,392 |
Concentration of Risk | Concentration of Risk Credit Risk Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, restricted cash, accounts receivable and interest rate swaps. Our cash balances are primarily invested in money market funds or on deposit at high credit quality financial institutions in the United States. At times, these deposits may be in excess of insured limits. As of March 31, 2017, no customer represented 10% or more of our total accounts receivable balance. The risk of concentration for our interest rate swaps is mitigated by transacting with several highly rated multinational banks. We maintain reserves for any amounts that we consider uncollectible. Supply Risk We are dependent on our suppliers, the majority of which are single source suppliers, and the inability of these suppliers to deliver necessary components of our products in a timely manner at prices, quality levels and volumes acceptable to us, or our inability to efficiently manage these components from these suppliers, could have a material adverse effect on our business, prospects, financial condition and operating results. |
Warranties | Warranties We provide a manufacturer’s warranty on all new and certified pre-owned vehicles, production powertrain components and systems and energy products we sell. In addition, we also provide a warranty on the installation and components of the solar energy systems we sell for periods typically between 10 to 30 years. We accrue a warranty reserve, which includes our best estimate of the projected costs to repair or replace items under warranty. These estimates are based on actual claims incurred to date and an estimate of the nature, frequency and costs of future claims. These estimates are inherently uncertain given our relatively short history of sales, and changes to our historical or projected warranty experience may cause material changes to the warranty reserve in the future. The warranty reserve does not include projected warranty costs associated with our vehicles subject to lease accounting and our solar energy systems under lease contracts or power purchase agreements, as the costs to repair these warranty claims are expensed as incurred. The portion of the warranty reserve expected to be incurred within the next 12 months is included within accrued liabilities and other while the remaining balance is included within other long-term liabilities. Warranty expense is recorded as a component of cost of revenues. Accrued warranty activity consisted of the following (in thousands): Three Months Ended March 31, 2017 2016 Accrued warranty—beginning of period $ 266,655 $ 180,754 Warranty costs incurred (23,016 ) (15,704 ) Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact (3,510 ) 3,384 Provision for warranty 66,822 30,271 Accrued warranty—end of period $ 306,951 $ 198,705 For the three months ended March 31, 2017 and 2016, warranty costs incurred for vehicles accounted for as operating leases or collateralized debt arrangements were $6.1 million and $2.5 million, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Deferral of the Effective Date Principal versus Agent Considerations Identifying Performance Obligations and Licensing Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements In February 2016, the FASB issued ASU No. 2016-02, Leases In March 2016, the FASB issued ASU No. 2016-06, Contingent Put and Call Options in Debt Instruments In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU No. Statement of Cash Flows: Restricted Cash In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Activity Related to Resale Value Guarantee Program | Activity related to our resale value guarantee and similar programs consisted of the following (in thousands): Three Months Ended March 31, 2017 2016 Operating Lease Vehicles Operating lease vehicles—beginning of period $ 2,462,061 $ 1,556,529 Net increase in operating lease vehicles 414,361 413,981 Depreciation expense recorded in cost of automotive leasing revenues (78,856 ) (44,818 ) Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee (8,423 ) (3,086 ) Additional depreciation expense recorded in cost of automotive leasing revenues result of expiration (41,432 ) — Increases to inventory from vehicles returned under our trade- in program and exercises of resale value guarantee (15,312 ) (13,296 ) Operating lease vehicles—end of period $ 2,732,399 $ 1,909,310 Deferred Revenue Deferred revenue—beginning of period $ 916,652 $ 679,132 Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term 238,687 225,764 Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue (137,668 ) (97,748 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (1,737 ) (2,996 ) Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee (5,432 ) (3,184 ) Deferred revenue—end of period $ 1,010,502 $ 800,968 Resale Value Guarantee Resale value guarantee liability—beginning of period $ 2,389,927 $ 1,430,573 Increase in resale value guarantee 418,721 381,499 Reclassification from long-term to short-term collateralized borrowing (48,384 ) (22,826 ) Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee (6,142 ) (2,501 ) Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises (20,199 ) (11,247 ) Release of resale value guarantee resulting from expiration of resale value guarantee (41,330 ) — Resale value guarantee liability—end of period $ 2,692,593 $ 1,775,498 |
Schedule of Potentially Dilutive Shares that were Excluded from Computation of Diluted Net Income (Loss) per Share of Common Stock | The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income (loss) per share of common stock attributable to common stockholders, because their effect was anti-dilutive: Three Months Ended March 31, 2017 2016 Stock-based awards 9,738,595 16,267,953 Convertible senior notes 2,370,788 1,955,136 Warrants 595,104 344,392 |
Schedule of Accrued Warranty Activity | Accrued warranty activity consisted of the following (in thousands): Three Months Ended March 31, 2017 2016 Accrued warranty—beginning of period $ 266,655 $ 180,754 Warranty costs incurred (23,016 ) (15,704 ) Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact (3,510 ) 3,384 Provision for warranty 66,822 30,271 Accrued warranty—end of period $ 306,951 $ 198,705 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The preliminary allocation of the purchase price is based on management’s estimate of the acquisition date fair values of the assets acquired and liabilities assumed, as follows (in thousands): Assets acquired: Cash and cash equivalents $ 334 Accounts receivable 42,947 Inventory 10,031 Property, plant and equipment 44,030 Intangible assets 21,723 Prepaid expenses and other assets, current and non-current 1,998 Total assets acquired $ 121,063 Liabilities assumed: Accounts payable (19,975 ) Accrued liabilities (12,403 ) Debt and capital leases, current and non-current (9,220 ) Other long-term liabilities (10,049 ) Total liabilities assumed $ (51,647 ) Net assets acquired $ 69,416 Goodwill 40,065 Total purchase price $ 109,481 |
Schedule of Fair Value of Identified Intangible Assets and their Useful Lives | Identifiable Intangible Assets Acquired A preliminary assessment of the fair value of identified intangible assets and their respective useful lives are as follows (in thousands, except for estimated useful life): As of March 31, 2017 Approximate Fair Value Estimated Useful Life (in years) Developed technology $ 12,528 10 Software 3,341 3 Customer relations 3,236 6 Trade name 1,775 7 Other 843 2 Total intangible assets $ 21,723 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Acquired Intangible Assets | Information regarding our acquired intangible assets as of March 31, 2017 was as follows (in thousands): As of March 31, 2017 Gross Amount Accumulated Amortization Net Carrying Amount Finite-lived intangible assets: Developed technology $ 125,889 $ (5,894 ) $ 119,995 Trade name 45,275 (3,180 ) 42,095 Favorable contracts and leases, net 112,817 (2,808 ) 110,009 Other 34,099 (4,422 ) 29,677 Total finite-lived intangible assets: $ 318,080 $ (16,304 ) $ 301,776 Indefinite-lived intangible assets: IPR&D 86,832 — 86,832 Total infinite-lived intangible assets: 86,832 — 86,832 Total intangible assets $ 404,912 $ (16,304 ) $ 388,608 |
Total Future Amortization Expense for Intangible Assets | As of March 31, 2017, total future amortization expense for intangible assets was estimated as follows (in thousands): Total Nine months ending December 31, 2017 $ 28,670 2018 37,514 2019 37,514 2020 35,675 2021 34,709 Thereafter 127,694 Total $ 301,776 |
Fair Value of Financial Instr28
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | Our assets and liabilities that were measured at fair value on a recurring basis were as follows (in thousands): March 31, 2017 December 31, 2016 Fair Value Level I Level II Level III Fair Value Level I Level II Level III Money market funds $ 2,727,155 $ 2,727,155 $ — $ — $ 2,226,322 $ 2,226,322 $ — $ — Interest rate swaps 1,022 — 1,022 — 1,490 — 1,490 — Total $ 2,728,177 $ 2,727,155 $ 1,022 $ — $ 2,227,812 $ 2,226,322 $ 1,490 $ — |
Schedule of Interest Rate Swaps Outstanding | Our interest rate swaps outstanding were as follows (in thousands): Three Months Ended March 31, 2017 Aggregate Notional Amount Gross Asset at Fair Value Gross Liability at Fair Value Gross Gains Gross Losses Interest rate swaps $ 754,591 $ 8,953 $ 9,975 $ 688 $ 1,250 |
Schedule of Estimated Fair Values and Carrying Values | The following table presents the estimated fair values and the carrying values (in thousands): March 31,2017 December 31, 2016 Carrying Fair Value Carrying Fair Value MyPower customer notes receivable $ 492,627 $ 492,627 $ 513,002 $ 513,002 Convertible senior notes 3,801,009 4,570,495 2,957,288 3,205,641 Participation interest 17,055 17,322 16,713 15,025 Solar asset-backed notes 434,829 436,896 442,764 428,551 Solar loan-backed notes 268,021 278,770 137,024 132,129 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of March 31, 2017 and December 31, 2016, our inventory consisted of the following (in thousands): March 31, December 31, 2017 2016 Raw materials $ 693,499 $ 680,339 Work in process 254,684 233,746 Finished goods 1,141,556 1,016,731 Service parts 130,597 136,638 Total $ 2,220,336 $ 2,067,454 |
Solar Energy Systems, Leased 30
Solar Energy Systems, Leased and To Be Leased - Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Solar Energy Systems Leased and to be Leased [Member] | |
Property Subject To Or Available For Operating Lease [Line Items] | |
Components of Solar Energy Systems, Leased and to Be Leased | Solar energy systems, leased and to be leased, net, consisted of the following (in thousands): March 31, December 31, 2017 2016 Solar energy systems leased to customers $ 5,376,722 $ 5,052,976 Initial direct costs related to customer solar energy system lease acquisition costs 35,360 12,774 $ 5,412,082 $ 5,065,750 Less: accumulated depreciation and amortization (67,210 ) (20,157 ) $ 5,344,872 $ 5,045,593 Solar energy systems under construction 400,657 460,913 Solar energy systems to be leased to customers 340,461 413,374 Solar energy systems, leased and to be leased – net (1)(2) $ 6,085,990 $ 5,919,880 (1) Included in solar energy systems, leased and to be leased, as of March 31, 2017 and December 31, 2016 was $36.0 million and $36.0 million, respectively, related to capital leased assets with an accumulated depreciation of $0.6 million and $0.2 million, respectively. (2) Included in solar energy systems, leased and to be leased, as of March 31, 2017 and December 31, 2016 was $21.5 million and $21.3 million related to energy storage systems with an accumulated depreciation of $0.2 million and $0.1 million, respectively. |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | As of March 31, 2017 and December 31, 2016, our property, plant and equipment, net, consisted of the following (in thousands): March 31, December 31, 2017 2016 Machinery, equipment, vehicles and office furniture $ 2,358,180 $ 2,154,367 Tooling 825,036 794,793 Leasehold improvements 559,848 505,295 Land and buildings 1,213,191 1,079,452 Computer equipment, hardware and software 301,911 275,655 Construction in progress 2,899,557 2,147,332 Other 23,771 23,548 $ 8,181,494 $ 6,980,442 Less: Accumulated depreciation and amortization (1,164,943 ) (997,485 ) Total $ 7,016,551 $ 5,982,957 |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities [Abstract] | |
Schedule of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): March 31, 2017 December 31, 2016 Accrued warranty reserve, net of current portion $ 176,024 $ 149,858 Build-to-suit lease liability, net of current portion 1,398,650 1,323,293 Deferred rent expense 34,254 36,966 Financing obligation, net of current portion 88,426 84,360 Liability for receipts from an investor 111,912 76,828 Other noncurrent liabilities 272,556 220,144 Total long-term liabilities $ 2,081,822 $ 1,891,449 |
Convertible and Long-Term Deb33
Convertible and Long-Term Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Debt | The following is a summary of our debt as of March 31, 2017 (in thousands): Unpaid Unused Principal Net Carrying Value Committed Balance Current Long-Term Amount Interest Maturity Dates Recourse debt: 1.5% Convertible Senior Notes due in 2018 ("2018 Notes") $ 204,993 $ 197,710 — — 1.5% June 2018 0.25% Convertible Senior Notes due in 2019 ("2019 Notes") 920,000 — 837,661 — 0.25% March 2019 1.25% Convertible Senior Notes due in 2021 ("2021 Notes") 1,380,000 — 1,145,078 — 1.25% March 2021 2.375% Convertible Senior Notes due in 2022 ("2022 Notes") 977,500 — 820,938 — 2.375% March 2022 Credit Agreement 934,000 — 934,000 210,169 1% plus LIBOR June 2020 Secured Revolving Credit Facility 359,000 360,474 — 4,312 4.2%-6.5% December 2017 Vehicle and Other Loans 28,201 20,004 8,197 — 1.1%-7.6% April 2017 - September 2019 2.75% Convertible Senior Notes due in 2018 230,000 — 216,172 — 2.8% November 2018 1.625% Convertible Senior Notes due in 2019 566,000 — 492,705 — 1.6% November 2019 Zero-coupon Convertible Senior Notes due in 2020 113,000 — 90,745 — 0.0% December 2020 Solar Bonds 233,059 200,904 30,797 * 2.5%-6.5% May 2017 - January 2031 Total recourse debt 5,945,753 779,092 4,576,293 214,481 Non-recourse debt: Warehouse Agreement 444,709 113,831 330,877 155,291 Various September 2018 Canada Credit Facility 62,287 18,907 43,380 — 3.6%-4.5% December 2020 Term Loan due in December 2018 106,028 — 105,524 30,781 4.4% December 2018 Term Loan due in January 2021 181,102 5,956 173,870 — 4.5% January 2021 Revolving Aggregation Credit Facility 509,386 — 512,043 250,614 4.2%-4.8% December 2018 Solar Renewable Energy Credit Loan Facility 53,159 12,392 41,043 1,841 6.6% July 2021 Cash Equity Debt I 118,956 3,333 114,622 — 5.7% July 2033 Cash Equity Debt II 205,251 5,458 187,806 — 5.3% July 2034 Cash Equity Debt III 167,501 3,646 160,751 — 5.8% January 2035 Solar Asset-backed Notes, Series 2013-1 41,025 3,289 37,513 4.8% November 2038 Solar Asset-backed Notes, Series 2014-1 59,824 3,019 56,471 — 4.6% April 2044 Solar Asset-backed Notes, Series 2014-2 183,154 7,240 169,798 — 4.0%-Class A 5.4%-Class B July 2044 Solar Asset-backed Notes, Series 2015-1 117,333 2,393 107,554 — 4.2%-Class A 5.6%-Class B August 2045 Solar Asset-backed Notes, Series 2016-1 49,440 1,202 46,350 — 5.3%-Class A 7.5%-Class B September 2046 Solar Loan-backed Notes, Series 2016-A 131,066 3,514 124,030 — 4.8%-Class A 6.9%-Class B September 2048 Solar Loan-backed Notes, Series 2017-A 145,000 465 140,012 — 5.0%-Class A 6.1%-Class B 7.5%-Class C September 2049 Total non-recourse debt 2,575,221 184,645 2,351,644 438,527 Total debt $ 8,520,974 $ 963,737 $ 6,927,937 $ 653,008 * Out of the $350.0 million authorized to be issued, $116.9 million remained available to be issued. See below and Note 16, Related Party Transactions The following is a summary of our debt as of December 31, 2016 (in thousands): Unpaid Unused Principal Net Carrying Value Committed Balance Current Long-Term Amount Interest Maturity Dates Recourse debt: 2018 Notes $ 205,013 $ 196,229 — — 1.5% June 2018 2019 Notes 920,000 — 827,620 — 0.25% March 2019 2021 Notes 1,380,000 — 1,132,029 — 1.25% March 2021 Credit Agreement 969,000 — 969,000 181,000 1% plus LIBOR June 2020 Secured Revolving Credit Facility 364,000 366,247 — 24,305 4.0%-6.0% January 2017 - December 2017 Vehicle and Other Loans 23,771 17,235 6,536 — 2.9%-7.6% March 2017 - June 2019 2.75% Convertible Senior Notes due in 2018 230,000 — 212,223 — 2.8% November 2018 1.625% Convertible Senior Notes due in 2019 566,000 — 483,820 — 1.6% November 2019 Zero-coupon Convertible Senior Notes due in 2020 113,000 — 89,418 — 0.0% December 2020 Solar Bonds 332,060 181,582 148,948 # 1.1%-6.5% January 2017 - January 2031 Total recourse debt 5,102,844 761,293 3,869,594 205,305 Non-recourse debt: Warehouse Agreement 390,000 73,708 316,292 210,000 Various September 2018 Canada Credit Facility 67,342 18,489 48,853 — 3.6%- 4.5% December 2020 Term Loan due in December 2017 75,467 75,715 — 52,173 4.2% December 2017 Term Loan due in January 2021 183,388 5,860 176,169 — 4.5% January 2021 MyPower Revolving Credit Facility 133,762 133,827 — 56,238 4.1%-6.6% January 2017 Revolving Aggregation Credit Facility 424,757 — 427,944 335,243 4.0%-4.8% December 2018 Solar Renewable Energy Credit Term Loan 38,124 12,491 26,262 — 6.6%-9.9% April 2017 - July 2021 Cash Equity Debt I 119,753 3,272 115,464 — 5.7% July 2033 Cash Equity Debt II 206,901 5,376 189,424 — 5.3% July 2034 Cash Equity Debt III 170,000 4,994 161,853 5.8% January 2035 Solar Asset-backed Notes, Series 2013-1 41,899 3,329 38,346 — 4.8% November 2038 Solar Asset-backed Notes, Series 2014-1 60,768 3,016 57,417 — 4.6% April 2044 Solar Asset-backed Notes, Series 2014-2 186,851 7,055 173,625 — 4.0%-Class A 5.4%-Class B July 2044 Solar Asset-backed Notes, Series 2015-1 119,199 1,511 110,238 — 4.2%-Class A 5.6%-Class B August 2045 Solar Asset-backed Notes, Series 2016-1 50,119 1,202 47,025 — 5.3%-Class A 7.5%-Class B September 2046 Solar Loan-backed Notes, Series 2016-A 140,586 3,514 133,510 — 4.8%-Class A 6.9%-Class B September 2048 Total non-recourse debt 2,408,916 353,359 2,022,422 653,654 Total debt $ 7,511,760 $ 1,114,652 $ 5,892,016 $ 858,959 # Out of the $350.0 million authorized to be issued, $17.9 million remained available to be issued. See below and Note 16, Related Party Transactions |
Schedule of Aggregate Amount of Interest Expense Recognized | The following table presents the aggregate amount of interest expense recognized relating to the contractual interest coupon and amortization of the debt issuance costs and debt discount on convertible notes with cash conversion features, which includes the 2018 Notes, the 2019 Notes, the 2021 Notes and the 2022 Notes (in thousands): Three Months Ended March 31, 2017 2016 Contractual interest coupon $ 6,151 $ 8,391 Amortization of debt issuance costs 1,308 1,898 Amortization of debt discount 23,962 25,191 Total $ 31,421 $ 35,480 |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-Based Compensation Expense | The following table summarizes our stock-based compensation expense by line item in the consolidated statements of operations (in thousands): Three Months Ended March 31, 2017 2016 Cost of sales $ 10,031 $ 6,403 Research and development 49,192 39,602 Selling, general and administrative 44,494 43,652 Total $ 103,717 $ 89,657 |
VIE Arrangements (Tables)
VIE Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Solar Energy Systems [Member] | |
Variable Interest Entity [Line Items] | |
Carrying Values of Assets and Liabilities of Subsidiary in Consolidated Balance Sheets | The aggregate carrying values of the VIEs’ assets and liabilities, after elimination of any intercompany transactions and balances, in the consolidated balance sheets were as follows (in thousands): March 31, 2017 December 31, 2016 Assets Current assets: Cash and Cash equivalents $ 49,930 $ 44,091 Restricted cash 20,831 20,916 Accounts receivable- net 20,712 16,023 Rebates receivable 6,313 6,646 Prepaid expenses and other current assets 3,969 7,532 Total current assets 101,755 95,208 Solar energy systems, leased and to be leased- net 4,756,248 4,618,443 Other assets 34,029 35,826 Total assets $ 4,892,032 $ 4,749,477 Liabilities Current liabilities: Accounts Payable $ 31 $ 20 Distributions payable to noncontrolling interests and redeemable noncontrolling interests 20,415 24,085 Accrued and other current liabilities 8,499 8,157 Customer deposits 1,998 1,169 Current portion of deferred revenue 19,333 17,114 Current portion of long-term debt 12,437 89,356 Total current liabilities 62,713 139,901 Deferred revenue, net of current portion 195,851 178,783 Long-term debt, net of current portion 568,703 466,741 Other liabilities and deferred costs 112,630 82,917 Total Liabilities $ 939,897 $ 868,342 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Balances | Related party balances were comprised of the following (in thousands): March 31, 2017 December 31, 2016 Solar Bonds issued to related parties $ 175,100 $ 265,100 Convertible senior notes due to related parties $ 13,000 $ 13,000 Due to related parties (primarily accrued interest on the Solar Bonds, included in accrued and other current liabilities) $ 1,504 $ 5,136 |
Segment Reporting and Informa37
Segment Reporting and Information about Geographic Areas (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Total Revenues and Gross Margin by Reportable Segment | The following table presents revenues and gross margins by reportable segment (in thousands): Three Months Ended March 31, 2017 2016 Automotive: Revenues $ 2,482,326 $ 1,124,320 Gross profit 605,775 247,853 Energy generation and storage: Revenues 213,944 22,728 Gross profit 62,171 4,615 |
Schedule of Revenues by Geographic Area | The following table presents revenues by geographic area based on where our products are shipped (in thousands): Three Months Ended March 31, 2017 2016 United States $ 1,275,208 $ 628,289 China 503,933 119,478 Norway 135,402 58,437 Other 781,727 340,844 Total $ 2,696,270 $ 1,147,048 |
Schedule of Long-Lived Assets by Geographic Area | The following table presents long-lived assets by geographic area (in thousands): March 31, 2017 December 31, 2016 United States $ 12,505,153 $ 11,399,545 International 597,388 503,294 Total $ 13,102,541 $ 11,902,839 |
Overview - Additional Informati
Overview - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017Segment | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Number of reporting segment | 2 |
SolarCity [Member] | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |
Acquisition date | Nov. 21, 2016 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)Customer | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Resale value guarantees, current portion | $ 197,300 | $ 179,500 | |
Maximum repurchase price of vehicles under resale value arrangement | 977,400 | ||
Resale value exercisable by leasing partners | 51,200 | ||
Accounts receivable, net | 440,349 | 499,142 | |
Unrecognized tax benefits | 219,400 | 203,900 | |
Unrecognized tax benefits, that would not affect effective tax rate | $ 213,200 | $ 198,300 | |
Number of customers representing more than ten percentage of accounts receivable | Customer | 0 | ||
Accounts receivable from OEM customers excess percentage | 10.00% | ||
Product warranty description | we also provide a warranty on the installation and components of the solar energy systems we sell for periods typically between 10 to 30 years. | ||
Warranty costs incurred for operating lease vehicles collateralized debt arrangements | $ 6,100 | $ 2,500 | |
Adoption of ASU 2016-09 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Gross deferred tax assets increase | $ 909,100 | ||
Recourse debt [Member] | 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Interest Rate | 1.50% | 1.50% | |
Maturity Dates | Jun. 30, 2018 | Jun. 30, 2018 | |
Recourse debt [Member] | 0.25% Convertible Senior Notes due in 2019 ("2019 Notes") [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Interest Rate | 0.25% | 0.25% | |
Maturity Dates | Mar. 31, 2019 | Mar. 31, 2019 | |
Recourse debt [Member] | 1.25% Convertible Senior Notes due in 2021 ("2021 Notes") [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Interest Rate | 1.25% | 1.25% | |
Maturity Dates | Mar. 31, 2021 | Mar. 31, 2021 | |
Recourse debt [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Interest Rate | 2.375% | ||
Maturity Dates | Mar. 31, 2022 | ||
Sales To Leasing Companies With Guarantee [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Resale value guarantees | $ 1,290,000 | $ 1,180,000 | |
Deferred upfront payments | 311,700 | 289,100 | |
Accounts receivable, net | $ 50,300 | $ 57,000 | |
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Guarantee period for resale | 36 months | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Guarantee period for resale | 39 months |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Schedule of Account Activity Related to Resale Value Guarantee Program (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating Lease Vehicles | ||
Net increase in operating lease vehicles | $ 583,479 | $ 512,671 |
Resale Value Guarantee | ||
Increase in resale value guarantee | (184,579) | (150,636) |
Resale Value Guarantee [Member] | ||
Operating Lease Vehicles | ||
Operating lease vehicles—beginning of period | 2,462,061 | 1,556,529 |
Net increase in operating lease vehicles | 414,361 | 413,981 |
Depreciation expense recorded in cost of automotive leasing revenues | (78,856) | (44,818) |
Additional depreciation expense recorded in cost of automotive leasing revenues as a result of early cancellation of resale value guarantee | (8,423) | (3,086) |
Additional depreciation expense recorded in cost of automotive leasing revenues result of expiration | (41,432) | |
Increases to inventory from vehicles returned under our trade- in program and exercises of resale value guarantee | (15,312) | (13,296) |
Operating lease vehicles—end of period | 2,732,399 | 1,909,310 |
Deferred Revenue | ||
Deferred revenue—beginning of period | 916,652 | 679,132 |
Net increase in deferred revenue from new vehicle deliveries and reclassification of collateralized borrowing from long-term to short-term | 238,687 | 225,764 |
Amortization of deferred revenue and short-term collateralized borrowing recorded in automotive leasing revenue | (137,668) | (97,748) |
Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee | (1,737) | (2,996) |
Recognition of deferred revenue resulting from return of vehicle under trade-in program, expiration, and exercises of resale value guarantee | (5,432) | (3,184) |
Deferred revenue—end of period | 1,010,502 | 800,968 |
Resale Value Guarantee | ||
Resale value guarantee liability—beginning of period | 2,389,927 | 1,430,573 |
Increase in resale value guarantee | 418,721 | 381,499 |
Reclassification from long-term to short-term collateralized borrowing | (48,384) | (22,826) |
Additional revenue recorded in automotive leasing revenue as a result of early cancellation of resale value guarantee | (6,142) | (2,501) |
Release of resale value guarantee resulting from return of vehicle under trade-in program and exercises | (20,199) | (11,247) |
Release of resale value guarantee resulting from expiration of resale value guarantee | (41,330) | |
Resale value guarantee liability—end of period | $ 2,692,593 | $ 1,775,498 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Shares that were Excluded from Computation of Diluted Net Income (Loss) per Share of Common Stock (Detail) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Stock-based awards [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential common shares excluded from computation of net loss per share | 9,738,595 | 16,267,953 |
Convertible senior notes [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential common shares excluded from computation of net loss per share | 2,370,788 | 1,955,136 |
Warrant [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Potential common shares excluded from computation of net loss per share | 595,104 | 344,392 |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Schedule of Accrued Warranty Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Standard Product Warranty Disclosure [Abstract] | ||
Accrued warranty—beginning of period | $ 266,655 | $ 180,754 |
Warranty costs incurred | (23,016) | (15,704) |
Net changes in liability for pre-existing warranties, including expirations and foreign exchange impact | (3,510) | 3,384 |
Provision for warranty | 66,822 | 30,271 |
Accrued warranty—end of period | $ 306,951 | $ 198,705 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 03, 2017 | Nov. 21, 2016 | Mar. 31, 2017 |
Grohmann Engineering GmbH [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Jan. 3, 2017 | ||
Cash payment for acquisition | $ 109,500 | ||
Business acquisition incentive compensation to employees payable | 25,800 | ||
Business combination, incentive compensation arrangement employee service period | 36 months | ||
Business acquisition, compensation expense | $ 25,800 | ||
Total purchase price | $ 109,481 | ||
SolarCity [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition date | Nov. 21, 2016 | ||
Total purchase price | $ 2,100,000 | ||
Adjustment to the acquisition date fair value | $ 11,600 |
Business Combinations - Schedul
Business Combinations - Schedule of Fair Values of the Assets Acquired and Liabilities Assumed (Detail) - Grohmann Engineering GmbH [Member] $ in Thousands | Jan. 03, 2017USD ($) |
Assets acquired: | |
Cash and cash equivalents | $ 334 |
Accounts receivable | 42,947 |
Inventory | 10,031 |
Property, plant and equipment | 44,030 |
Intangible assets | 21,723 |
Prepaid expenses and other assets, current and non-current | 1,998 |
Total assets acquired | 121,063 |
Liabilities assumed: | |
Accounts payable | (19,975) |
Accrued liabilities | (12,403) |
Debt and capital leases, current and non-current | (9,220) |
Other long-term liabilities | (10,049) |
Total liabilities assumed | (51,647) |
Net assets acquired | 69,416 |
Goodwill | 40,065 |
Total purchase price | $ 109,481 |
Business Combinations - Sched45
Business Combinations - Schedule of Fair Value of Identified Intangible Assets and their Useful Lives (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Business Acquisition [Line Items] | |
Indefinite-lived intangible assets, Approximate Fair Value | $ 86,832 |
Intangible assets, Approximate Fair Value | 404,912 |
Grohmann Engineering GmbH [Member] | |
Business Acquisition [Line Items] | |
Intangible assets, Approximate Fair Value | 21,723 |
Grohmann Engineering GmbH [Member] | Software [Member] | |
Business Acquisition [Line Items] | |
Indefinite-lived intangible assets, Approximate Fair Value | $ 3,341 |
Estimated Useful Life (in years) | 3 years |
Grohmann Engineering GmbH [Member] | Other [Member] | |
Business Acquisition [Line Items] | |
Indefinite-lived intangible assets, Approximate Fair Value | $ 843 |
Estimated Useful Life (in years) | 2 years |
Grohmann Engineering GmbH [Member] | Developed technology [Member] | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets, Approximate Fair Value | $ 12,528 |
Estimated Useful Life (in years) | 10 years |
Grohmann Engineering GmbH [Member] | Customer relations [Member] | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets, Approximate Fair Value | $ 3,236 |
Estimated Useful Life (in years) | 6 years |
Grohmann Engineering GmbH [Member] | Trade name [Member] | |
Business Acquisition [Line Items] | |
Finite-lived intangible assets, Approximate Fair Value | $ 1,775 |
Estimated Useful Life (in years) | 7 years |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets - Additional Information (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | $ 40,984 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Summary of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | $ 318,080 | |
Finite-lived intangible assets, Accumulated Amortization | (16,304) | |
Finite-lived intangible assets, Net Carrying Amount | 301,776 | |
Indefinite-lived intangible assets, Net Carrying Amount | 86,832 | |
Gross amounts of intangible assets | 404,912 | |
Intangible Assets, Net Carrying Amount | 388,608 | $ 376,145 |
IPR&D [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets, Net Carrying Amount | 86,832 | |
Developed technology [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 125,889 | |
Finite-lived intangible assets, Accumulated Amortization | (5,894) | |
Finite-lived intangible assets, Net Carrying Amount | 119,995 | |
Trade name [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 45,275 | |
Finite-lived intangible assets, Accumulated Amortization | (3,180) | |
Finite-lived intangible assets, Net Carrying Amount | 42,095 | |
Favorable Contracts and Leases Net [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 112,817 | |
Finite-lived intangible assets, Accumulated Amortization | (2,808) | |
Finite-lived intangible assets, Net Carrying Amount | 110,009 | |
Other [Member] | ||
Acquired Intangible Assets [Line Items] | ||
Gross amounts of finite-lived intangible assets | 34,099 | |
Finite-lived intangible assets, Accumulated Amortization | (4,422) | |
Finite-lived intangible assets, Net Carrying Amount | $ 29,677 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Total Future Amortization Expense for Intangible Assets (Detail) $ in Thousands | Mar. 31, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Nine months ending December 31, 2017 | $ 28,670 |
2,018 | 37,514 |
2,019 | 37,514 |
2,020 | 35,675 |
2,021 | 34,709 |
Thereafter | 127,694 |
Finite-lived intangible assets, Net Carrying Amount | $ 301,776 |
Fair Value of Financial Instr49
Fair Value of Financial Instruments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | $ 2,728,177 | $ 2,227,812 |
Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 2,727,155 | 2,226,322 |
Level I [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 2,727,155 | 2,226,322 |
Level I [Member] | Money market funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 2,727,155 | 2,226,322 |
Level II [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 1,022 | 1,490 |
Interest Rate Swap [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | 1,022 | 1,490 |
Interest Rate Swap [Member] | Level II [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Financial assets, Fair Value | $ 1,022 | $ 1,490 |
Fair Value of Financial Instr50
Fair Value of Financial Instruments - Schedule of Interest Rate Swaps Outstanding (Detail) - Interest Rate Swap [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Aggregate Notional Amount | $ 754,591 |
Gross Asset at Fair Value | 8,953 |
Gross Liability at Fair Value | 9,975 |
Gross Gains | 688 |
Gross Losses | $ 1,250 |
Fair Value of Financial Instr51
Fair Value of Financial Instruments - Schedule of Estimated Fair Values and Carrying Values (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | $ 6,927,937 | $ 5,892,016 |
MyPower customer notes receivable [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 492,627 | 513,002 |
Fair Value | 492,627 | 513,002 |
Convertible senior notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 3,801,009 | 2,957,288 |
Fair Value | 4,570,495 | 3,205,641 |
Participation interest [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 17,055 | 16,713 |
Fair Value | 17,322 | 15,025 |
Solar asset-backed notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 434,829 | 442,764 |
Fair Value | 436,896 | 428,551 |
Solar Loan-backed Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Carrying Value | 268,021 | 137,024 |
Fair Value | $ 278,770 | $ 132,129 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 693,499 | $ 680,339 |
Work in process | 254,684 | 233,746 |
Finished goods | 1,141,556 | 1,016,731 |
Service parts | 130,597 | 136,638 |
Total | $ 2,220,336 | $ 2,067,454 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Mar. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Change in value of inventory | $ 21 | $ 12.7 |
Solar Energy Systems, Leased 54
Solar Energy Systems, Leased and To Be Leased - Net - Components of Solar Energy Systems, Leased and to Be Leased (Detail) - Solar Energy Systems [Member] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property Subject To Or Available For Operating Lease [Line Items] | ||
Solar energy systems leased to customers | $ 5,376,722 | $ 5,052,976 |
Initial direct costs related to customer solar energy system lease acquisition costs | 35,360 | 12,774 |
Solar energy systems, leased and to be leased, gross | 5,412,082 | 5,065,750 |
Less: accumulated depreciation and amortization | (67,210) | (20,157) |
Solar energy systems, leased and to be leased gross, less accumulated depreciation and amortization | 5,344,872 | 5,045,593 |
Solar energy systems under construction | 400,657 | 460,913 |
Solar energy systems to be leased to customers | 340,461 | 413,374 |
Solar energy systems, leased and to be leased – net | $ 6,085,990 | $ 5,919,880 |
Solar Energy Systems, Leased 55
Solar Energy Systems, Leased and To Be Leased - Net - Components of Solar Energy Systems, Leased and to Be Leased (Parenthetical) (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Capital Leased Assets [Line Items] | ||
Capital leased assets | $ 279.2 | $ 112.6 |
Accumulated depreciation on capital leased assets | 48.9 | 40.2 |
Solar Energy Systems [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased assets | 36 | 36 |
Accumulated depreciation on capital leased assets | 0.6 | 0.2 |
Energy Storage Systems [Member] | ||
Capital Leased Assets [Line Items] | ||
Capital leased assets | 21.5 | 21.3 |
Accumulated depreciation on capital leased assets | $ 0.2 | $ 0.1 |
Property Plant and Equipment -
Property Plant and Equipment - Schedule of Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,181,494 | $ 6,980,442 |
Less: Accumulated depreciation and amortization | (1,164,943) | (997,485) |
Property, plant and equipment, net | 7,016,551 | 5,982,957 |
Machinery, equipment, vehicles and office furniture [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,358,180 | 2,154,367 |
Tooling [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 825,036 | 794,793 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 559,848 | 505,295 |
Land and buildings [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,213,191 | 1,079,452 |
Computer equipment, hardware and software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 301,911 | 275,655 |
Construction in progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,899,557 | 2,147,332 |
Other [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,771 | $ 23,548 |
Property Plant and Equipment 57
Property Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | |||
Interest expense capitalized | $ 23,300 | $ 9,100 | |
Property, plant and equipment, net | 7,016,551 | $ 5,982,957 | |
Other long-term liabilities | 2,081,822 | 1,891,449 | |
Depreciation and amortization expense | 160,100 | $ 99,200 | |
Gross property and equipment assets under capital leases | 279,200 | 112,600 | |
Accumulated depreciation on property and equipment under capital leases | 48,900 | 40,200 | |
Build To Suit Arrangements [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property, plant and equipment, net | 1,380,000 | 1,320,000 | |
Liability recorded relating to guarantees | 11,100 | 3,800 | |
Other long-term liabilities | 1,400,000 | 1,320,000 | |
Gigafactory [Member] | |||
Property Plant And Equipment [Line Items] | |||
Costs related to construction activities | $ 1,140,000 | $ 825,300 |
Other Long-Term Liabilities - S
Other Long-Term Liabilities - Schedule of Other Long-term Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Noncurrent [Abstract] | ||
Accrued warranty reserve, net of current portion | $ 176,024 | $ 149,858 |
Build-to-suit lease liability, net of current portion | 1,398,650 | 1,323,293 |
Deferred rent expense | 34,254 | 36,966 |
Financing obligation, net of current portion | 88,426 | 84,360 |
Liability for receipts from an investor | 111,912 | 76,828 |
Other noncurrent liabilities | 272,556 | 220,144 |
Total long-term liabilities | $ 2,081,822 | $ 1,891,449 |
Customer Deposits - Additional
Customer Deposits - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Customer deposits | $ 616.4 | $ 663.9 |
Convertible and Long-Term Deb60
Convertible and Long-Term Debt Obligations - Summary of Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 8,520,974 | $ 7,511,760 |
Net Carrying Value, Current | 963,737 | 1,114,652 |
Net Carrying Value, Long - Term | 6,927,937 | 5,892,016 |
Unused Committed Amount | 653,008 | 858,959 |
Recourse debt [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | 5,945,753 | 5,102,844 |
Net Carrying Value, Current | 779,092 | 761,293 |
Net Carrying Value, Long - Term | 4,576,293 | 3,869,594 |
Unused Committed Amount | 214,481 | 205,305 |
Recourse debt [Member] | 1.50% Convertible Senior Notes due in 2018 ("2018 Notes") [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | 204,993 | 205,013 |
Net Carrying Value, Current | $ 197,710 | $ 196,229 |
Interest Rate | 1.50% | 1.50% |
Maturity Dates | Jun. 30, 2018 | Jun. 30, 2018 |
Recourse debt [Member] | 0.25% Convertible Senior Notes due in 2019 ("2019 Notes") [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 920,000 | $ 920,000 |
Net Carrying Value, Long - Term | $ 837,661 | $ 827,620 |
Interest Rate | 0.25% | 0.25% |
Maturity Dates | Mar. 31, 2019 | Mar. 31, 2019 |
Recourse debt [Member] | 1.25% Convertible Senior Notes due in 2021 ("2021 Notes") [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 1,380,000 | $ 1,380,000 |
Net Carrying Value, Long - Term | $ 1,145,078 | $ 1,132,029 |
Interest Rate | 1.25% | 1.25% |
Maturity Dates | Mar. 31, 2021 | Mar. 31, 2021 |
Recourse debt [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 977,500 | |
Net Carrying Value, Long - Term | $ 820,938 | |
Interest Rate | 2.375% | |
Maturity Dates | Mar. 31, 2022 | |
Recourse debt [Member] | Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 934,000 | $ 969,000 |
Net Carrying Value, Long - Term | 934,000 | 969,000 |
Unused Committed Amount | $ 210,169 | $ 181,000 |
Debt instrument interest rate description | 1% plus LIBOR | 1% plus LIBOR |
Maturity Dates | Jun. 30, 2020 | Jun. 30, 2020 |
Recourse debt [Member] | Vehicle and Other Loans [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 28,201 | $ 23,771 |
Net Carrying Value, Current | 20,004 | 17,235 |
Net Carrying Value, Long - Term | 8,197 | $ 6,536 |
Maturity Date, Start | Mar. 31, 2017 | |
Maturity Date, End | Jun. 30, 2019 | |
Recourse debt [Member] | 2.75% Convertible Senior Notes due in 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | 230,000 | $ 230,000 |
Net Carrying Value, Long - Term | $ 216,172 | $ 212,223 |
Interest Rate | 2.80% | 2.80% |
Maturity Dates | Nov. 30, 2018 | Nov. 30, 2018 |
Recourse debt [Member] | 1.625% Convertible Senior Notes due in 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 566,000 | $ 566,000 |
Net Carrying Value, Long - Term | $ 492,705 | $ 483,820 |
Interest Rate | 1.60% | 1.60% |
Maturity Dates | Nov. 30, 2019 | Nov. 30, 2019 |
Recourse debt [Member] | Zero-coupon Convertible Senior Notes due in 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 113,000 | $ 113,000 |
Net Carrying Value, Long - Term | $ 90,745 | $ 89,418 |
Interest Rate | 0.00% | 0.00% |
Maturity Dates | Dec. 31, 2020 | Dec. 31, 2020 |
Recourse debt [Member] | Solar Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 233,059 | $ 332,060 |
Net Carrying Value, Current | 200,904 | 181,582 |
Net Carrying Value, Long - Term | 30,797 | $ 148,948 |
Maturity Date, Start | Jan. 31, 2017 | |
Maturity Date, End | Jan. 31, 2031 | |
Non-recourse debt [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | 2,575,221 | $ 2,408,916 |
Net Carrying Value, Current | 184,645 | 353,359 |
Net Carrying Value, Long - Term | 2,351,644 | 2,022,422 |
Unused Committed Amount | 438,527 | 653,654 |
Non-recourse debt [Member] | Warehouse Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | 444,709 | 390,000 |
Net Carrying Value, Current | 113,831 | 73,708 |
Net Carrying Value, Long - Term | 330,877 | 316,292 |
Unused Committed Amount | $ 155,291 | $ 210,000 |
Maturity Dates | Sep. 30, 2018 | Sep. 30, 2018 |
Non-recourse debt [Member] | Canada Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 62,287 | $ 67,342 |
Net Carrying Value, Current | 18,907 | 18,489 |
Net Carrying Value, Long - Term | $ 43,380 | $ 48,853 |
Maturity Dates | Dec. 31, 2020 | Dec. 31, 2020 |
Non-recourse debt [Member] | Solar Renewable Energy Credit Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 53,159 | |
Net Carrying Value, Current | 12,392 | |
Net Carrying Value, Long - Term | 41,043 | |
Unused Committed Amount | $ 1,841 | |
Interest Rate | 6.60% | |
Maturity Dates | Jul. 31, 2021 | |
Non-recourse debt [Member] | Term Loan due in December 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 106,028 | |
Net Carrying Value, Long - Term | 105,524 | |
Unused Committed Amount | $ 30,781 | |
Interest Rate | 4.40% | |
Maturity Dates | Dec. 31, 2018 | |
Non-recourse debt [Member] | Term Loan due in January 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 181,102 | $ 183,388 |
Net Carrying Value, Current | 5,956 | 5,860 |
Net Carrying Value, Long - Term | $ 173,870 | $ 176,169 |
Interest Rate | 4.50% | 4.50% |
Maturity Dates | Jan. 31, 2021 | Jan. 31, 2021 |
Non-recourse debt [Member] | Revolving Aggregation Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 509,386 | $ 424,757 |
Net Carrying Value, Long - Term | 512,043 | 427,944 |
Unused Committed Amount | $ 250,614 | $ 335,243 |
Maturity Dates | Dec. 31, 2018 | Dec. 31, 2018 |
Non-recourse debt [Member] | Cash Equity Debt I [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 118,956 | $ 119,753 |
Net Carrying Value, Current | 3,333 | 3,272 |
Net Carrying Value, Long - Term | $ 114,622 | $ 115,464 |
Interest Rate | 5.70% | 5.70% |
Maturity Dates | Jul. 31, 2033 | Jul. 31, 2033 |
Non-recourse debt [Member] | Cash Equity Debt II [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 205,251 | $ 206,901 |
Net Carrying Value, Current | 5,458 | 5,376 |
Net Carrying Value, Long - Term | $ 187,806 | $ 189,424 |
Interest Rate | 5.30% | 5.30% |
Maturity Dates | Jul. 31, 2034 | Jul. 31, 2034 |
Non-recourse debt [Member] | Cash Equity Debt III [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 167,501 | $ 170,000 |
Net Carrying Value, Current | 3,646 | 4,994 |
Net Carrying Value, Long - Term | $ 160,751 | $ 161,853 |
Interest Rate | 5.80% | 5.80% |
Maturity Dates | Jan. 31, 2035 | Jan. 31, 2035 |
Non-recourse debt [Member] | Solar Asset-backed Notes, Series 2013-1 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 41,025 | $ 41,899 |
Net Carrying Value, Current | 3,289 | 3,329 |
Net Carrying Value, Long - Term | $ 37,513 | $ 38,346 |
Interest Rate | 4.80% | 4.80% |
Maturity Dates | Nov. 30, 2038 | Nov. 30, 2038 |
Non-recourse debt [Member] | Solar Asset-backed Notes, Series 2014-1 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 59,824 | $ 60,768 |
Net Carrying Value, Current | 3,019 | 3,016 |
Net Carrying Value, Long - Term | $ 56,471 | $ 57,417 |
Interest Rate | 4.60% | 4.60% |
Maturity Dates | Apr. 30, 2044 | Apr. 30, 2044 |
Non-recourse debt [Member] | Term Loan due in December 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 75,467 | |
Net Carrying Value, Current | 75,715 | |
Unused Committed Amount | $ 52,173 | |
Interest Rate | 4.20% | |
Maturity Dates | Dec. 31, 2017 | |
Non-recourse debt [Member] | My Power Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 133,762 | |
Net Carrying Value, Current | 133,827 | |
Unused Committed Amount | $ 56,238 | |
Maturity Dates | Jan. 31, 2017 | |
Non-recourse debt [Member] | Solar Renewable Energy Credit Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 38,124 | |
Net Carrying Value, Current | 12,491 | |
Net Carrying Value, Long - Term | $ 26,262 | |
Maturity Date, Start | Apr. 30, 2017 | |
Maturity Date, End | Jul. 31, 2021 | |
Minimum [Member] | Recourse debt [Member] | Vehicle and Other Loans [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 1.10% | 2.90% |
Maturity Date, Start | Apr. 30, 2017 | |
Minimum [Member] | Recourse debt [Member] | Solar Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 2.50% | 1.10% |
Maturity Date, Start | May 31, 2017 | |
Minimum [Member] | Non-recourse debt [Member] | Canada Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 3.60% | 3.60% |
Minimum [Member] | Non-recourse debt [Member] | Revolving Aggregation Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.20% | 4.00% |
Minimum [Member] | Non-recourse debt [Member] | My Power Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.10% | |
Minimum [Member] | Non-recourse debt [Member] | Solar Renewable Energy Credit Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.60% | |
Maximum [Member] | Recourse debt [Member] | Vehicle and Other Loans [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.60% | 7.60% |
Maturity Date, End | Sep. 30, 2019 | |
Maximum [Member] | Recourse debt [Member] | Solar Bonds [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.50% | 6.50% |
Maturity Date, End | Jan. 31, 2031 | |
Maximum [Member] | Non-recourse debt [Member] | Canada Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.50% | 4.50% |
Maximum [Member] | Non-recourse debt [Member] | Revolving Aggregation Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.80% | 4.80% |
Maximum [Member] | Non-recourse debt [Member] | My Power Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.60% | |
Maximum [Member] | Non-recourse debt [Member] | Solar Renewable Energy Credit Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 9.90% | |
Class A [Member] | Non-recourse debt [Member] | Asset Backed Notes Series Two Thousand Fourteen Two | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 183,154 | $ 186,851 |
Net Carrying Value, Current | 7,240 | 7,055 |
Net Carrying Value, Long - Term | $ 169,798 | $ 173,625 |
Interest Rate | 4.00% | 4.00% |
Maturity Dates | Jul. 31, 2044 | Jul. 31, 2044 |
Class A [Member] | Non-recourse debt [Member] | Asset Backed Notes Series Two Thousand Fifteen One | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 117,333 | $ 119,199 |
Net Carrying Value, Current | 2,393 | 1,511 |
Net Carrying Value, Long - Term | $ 107,554 | $ 110,238 |
Interest Rate | 4.20% | 4.20% |
Maturity Dates | Aug. 31, 2045 | Aug. 31, 2045 |
Class A [Member] | Non-recourse debt [Member] | Asset Backed Notes Series Two Thousand Sixteen One | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 49,440 | $ 50,119 |
Net Carrying Value, Current | 1,202 | 1,202 |
Net Carrying Value, Long - Term | $ 46,350 | $ 47,025 |
Interest Rate | 5.30% | 5.30% |
Maturity Dates | Sep. 30, 2046 | Sep. 30, 2046 |
Class A [Member] | Non-recourse debt [Member] | Loan Backed Notes Series Two Thousand Sixteen A | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 131,066 | $ 140,586 |
Net Carrying Value, Current | 3,514 | 3,514 |
Net Carrying Value, Long - Term | $ 124,030 | $ 133,510 |
Interest Rate | 4.80% | 4.80% |
Maturity Dates | Sep. 30, 2048 | Sep. 30, 2048 |
Class A [Member] | Non-recourse debt [Member] | Solar Loan-backed Notes, Series 2017-A [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 145,000 | |
Net Carrying Value, Current | 465 | |
Net Carrying Value, Long - Term | $ 140,012 | |
Interest Rate | 5.00% | |
Maturity Dates | Sep. 30, 2049 | |
Class B [Member] | Non-recourse debt [Member] | Asset Backed Notes Series Two Thousand Fourteen Two | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.40% | 5.40% |
Class B [Member] | Non-recourse debt [Member] | Asset Backed Notes Series Two Thousand Fifteen One | ||
Debt Instrument [Line Items] | ||
Interest Rate | 5.60% | 5.60% |
Class B [Member] | Non-recourse debt [Member] | Asset Backed Notes Series Two Thousand Sixteen One | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.50% | 7.50% |
Class B [Member] | Non-recourse debt [Member] | Loan Backed Notes Series Two Thousand Sixteen A | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.90% | 6.90% |
Class B [Member] | Non-recourse debt [Member] | Solar Loan-backed Notes, Series 2017-A [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.10% | |
Class C [Member] | Non-recourse debt [Member] | Solar Loan-backed Notes, Series 2017-A [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 7.50% | |
Secured Revolving Credit Facility [Member] | Recourse debt [Member] | ||
Debt Instrument [Line Items] | ||
Unpaid Principal Balance | $ 359,000 | $ 364,000 |
Net Carrying Value, Current | 360,474 | 366,247 |
Unused Committed Amount | $ 4,312 | $ 24,305 |
Maturity Dates | Dec. 31, 2017 | |
Maturity Date, Start | Jan. 31, 2017 | |
Maturity Date, End | Dec. 31, 2017 | |
Secured Revolving Credit Facility [Member] | Minimum [Member] | Recourse debt [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 4.20% | 4.00% |
Secured Revolving Credit Facility [Member] | Maximum [Member] | Recourse debt [Member] | ||
Debt Instrument [Line Items] | ||
Interest Rate | 6.50% | 6.00% |
Convertible and Long-Term Deb61
Convertible and Long-Term Debt Obligations - Summary of Debt (Parenthetical) (Detail) - Solar Bonds and Solar Bonds Issued to Related Parties [Member] - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Maximum amount to be borrowed | $ 350,000,000 | $ 350,000,000 |
Remaining borrowing capacity | $ 116,900,000 | $ 17,900,000 |
Convertible and Long-Term Deb62
Convertible and Long-Term Debt Obligations - 2.375% Convertible Senior Notes due in 2022, Bond Hedges and Warrant Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)d$ / sharesshares | |
Debt Instrument [Line Items] | ||
Proceeds from issuance of warrants | $ 52,883,000 | |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt conversion, converted instrument, amount | $ 145,600,000 | |
Debt instrument, effective interest rate | 6.00% | 6.00% |
Senior Notes [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Principal amount of convertible senior notes | $ 977,500,000 | $ 977,500,000 |
Interest Rate | 2.375% | 2.375% |
Debt instrument maturity date | Mar. 31, 2022 | |
Proceeds from convertible senior notes, net of underwriting discounts and issuance costs | $ 965,900,000 | |
Convertible principal amount | $ 1,000 | |
Convertible instrument, shares issued | shares | 3.0534 | |
Convertible notes, conversion price | $ / shares | $ 327.50 | $ 327.50 |
Debt instrument convertible, percentage of conversion price | 130.00% | 130.00% |
Average percentage of closing sale price of common stock | 98.00% | |
Percentage of repurchase price is equal to principal amount of convertible notes | 100.00% | |
Payment for purchase of common stock | shares | 3,000,000 | 3,000,000 |
Common stock purchase price | $ / shares | $ 327.50 | $ 327.50 |
Hedge transactions | $ 204,100,000 | |
Shares issued under warrants | shares | 3,000,000 | 3,000,000 |
Exercise price of warrant | $ / shares | $ 655 | $ 655 |
Proceeds from issuance of warrants | $ 52,900,000 | |
Senior Notes [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | Minimum [Member] | Warrant [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price per share | $ / shares | 327.50 | $ 327.50 |
Senior Notes [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | Maximum [Member] | Warrant [Member] | ||
Debt Instrument [Line Items] | ||
Conversion price per share | $ / shares | $ 655 | $ 655 |
Senior Notes [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | One Hundred Thirty Percent Applicable Conversion Price [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument convertible consecutive trading days | d | 20 | |
Senior Notes [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | One Hundred Thirty Percent Applicable Conversion Price [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument convertible trading days | 30 days | |
Senior Notes [Member] | 2.375% Convertible Senior Notes due in 2022 [Member] | Ninety Eight Percent Applicable Conversion Price | ||
Debt Instrument [Line Items] | ||
Debt instrument convertible consecutive trading days | d | 5 |
Convertible and Long-term Deb63
Convertible and Long-term Debt Obligations - Term Loan - Additional Information (Detail) - Non-recourse debt [Member] - USD ($) | 1 Months Ended | 3 Months Ended |
Jan. 31, 2016 | Mar. 31, 2017 | |
March 2016, Agreement [Member] | Term Loan due in December 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit, additional interest rate | 3.25% | |
Percentage of fee for undrawn commitments | 0.85% | |
January 2016, Agreement [Member] | Term Loan due in January 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Repayment of notes principal amount | $ 2,300 | |
January 2016, Agreement [Member] | Term Loan due in January 2021 [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Line of credit, additional interest rate | 3.50% |
Convertible and Long-term Deb64
Convertible and Long-term Debt Obligations - Solar Renewable Energy Credit Loan Facilities - Additional Information (Detail) - SolarCity [Member] - Solar Renewable Energy Credit Term Loan [Member] | 3 Months Ended |
Mar. 31, 2017 | |
Non-recourse debt [Member] | |
Debt Instrument [Line Items] | |
Credit facility interest rate terms | The term loan bore interest at an annual rate of one-month LIBOR plus 9.00% or, at our option, 8.00% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate or (iii) one-month LIBOR plus 1.00%. |
Non-recourse debt [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 8.00% |
Non-recourse debt [Member] | Federal Funds Purchased | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 0.50% |
Non-recourse debt [Member] | Libor Option | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 9.00% |
Non-recourse debt [Member] | Syndicated Revolving Bank Agreement [Member] | Libor Option | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 1.00% |
Second Term Loan [Member] | |
Debt Instrument [Line Items] | |
Credit facility interest rate terms | The loan facility bears interest at an annual rate of one-month LIBOR plus 5.75% or, at our option, 4.75% plus the highest of (i) the Federal Funds Rate plus 0.50%, (ii) the prime rate or (iii) one-month LIBOR plus 1.00%. |
Second Term Loan [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 4.75% |
Second Term Loan [Member] | Federal Funds Purchased | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 0.50% |
Second Term Loan [Member] | Libor Option | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 5.75% |
Second Term Loan [Member] | Syndicated Revolving Bank Agreement [Member] | Libor Option | |
Debt Instrument [Line Items] | |
Line of credit, additional interest rate | 1.00% |
Convertible and Long-term Deb65
Convertible and Long-term Debt Obligations - Solar Loan-backed Notes - Additional Information (Detail) - SolarCity [Member] - Non-recourse debt [Member] - Solar Loan-backed Notes, Series 2017-A $ in Millions | Jan. 27, 2017USD ($) |
Class A [Member] | |
Debt Instrument [Line Items] | |
Debt principal issued | $ 123 |
Debt discount percentage | 1.87% |
Class B [Member] | |
Debt Instrument [Line Items] | |
Debt principal issued | $ 8.8 |
Debt discount percentage | 1.86% |
Class C [Member] | |
Debt Instrument [Line Items] | |
Debt principal issued | $ 13.2 |
Debt discount percentage | 8.13% |
Convertible and Long-term Deb66
Convertible and Long-term Debt Obligations - Schedule of Aggregate Amount of Interest Expense Recognized (Detail) - SolarCity [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Instrument [Line Items] | ||
Contractual interest coupon | $ 6,151 | $ 8,391 |
Amortization of debt issuance costs | 1,308 | 1,898 |
Amortization of debt discount | 23,962 | 25,191 |
Total | $ 31,421 | $ 35,480 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) $ in Millions | 1 Months Ended |
Mar. 31, 2017USD ($)shares | |
Overview Of The Company [Line Items] | |
Common stock shares issued | shares | 1,536,259 |
Issuance of common stock public offering | $ | $ 399.6 |
Chief Executive Officer [Member] | |
Overview Of The Company [Line Items] | |
Common stock shares issued | shares | 95,420 |
Issuance of common stock public offering | $ | $ 25 |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Jan. 31, 2014Tranchesshares | Aug. 31, 2012USD ($)Tranchesshares | Mar. 31, 2017USD ($)TranchesVehicleshares | Mar. 31, 2016USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Contractual term of stock options, in years | 10 years | |||
Aggregate number of vehicle production | Vehicle | 300,000 | |||
Unrecognized compensation expense | $ 1,220,000 | |||
Stock-based compensation | $ 103,717 | $ 89,658 | ||
Weighted-average period of recognition of unrecognized compensation, in years | 3 years | |||
Fourth Tranche [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate number of vehicle production | Vehicle | 100,000 | |||
Seventh Tranche [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Aggregate number of vehicle production | Vehicle | 200,000 | |||
2012 Chief Executive Officer Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of stock option awards granted | shares | 5,274,901 | |||
Number of vesting tranches | Tranches | 8 | |||
CEO Grant consists of number of vesting tranches | Tranches | 10 | |||
Market capitalization | $ 4,000,000 | |||
Initial market capitalization | $ 3,200,000 | |||
Performance Condition Not Considered Probable Achievement [Member] | 2012 Chief Executive Officer Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 5,700 | |||
Performance Condition Probable of Being Achieved [Member] | 2012 Chief Executive Officer Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 3,500 | |||
Weighted-average period of recognition of unrecognized compensation, in years | 1 year 4 months 24 days | |||
First Model X Production Vehicle [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Portion of stock options scheduled to vest upon successful completion of performance objectives | 0.25% | |||
12-month period [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Portion of stock options scheduled to vest upon successful completion of performance objectives | 0.25% | |||
Aggregate number of vehicle production | Vehicle | 100,000 | |||
First Gen III Production Vehicle [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Portion of stock options scheduled to vest upon successful completion of performance objectives | 0.25% | |||
Three year period [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Portion of stock options scheduled to vest upon successful completion of performance objectives | 0.25% | |||
Gross margin | 30.00% | |||
2014 Performance-Based Stock Option Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of stock option awards granted | shares | 1,073,000 | |||
Number of vesting tranches | Tranches | 4 | |||
2014 Performance-Based Stock Option Awards [Member] | Performance Condition Not Considered Probable Achievement [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 17,100 | |||
Stock-based compensation | 2,700 | 9,000 | ||
Performance Shares [Member] | 2012 Chief Executive Officer Awards [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation | $ 1,400 | $ 10,400 | ||
2010 Equity Incentive Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Underlying outstanding equity awards, shares | shares | 16,856,143 | |||
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Vesting period, in years | 4 years |
Equity Incentive Plans - Summar
Equity Incentive Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 103,717 | $ 89,657 |
Cost of sales [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 10,031 | 6,403 |
Research and development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 49,192 | 39,602 |
Selling, general and administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 44,494 | $ 43,652 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 3 Months Ended | |
Oct. 05, 2016Plaintiff | Feb. 28, 2013USD ($)Plaintiff | Mar. 31, 2017USD ($)$ / yr | |
Commitments And Contingencies [Line Items] | |||
Letters Of Credit Outstanding Amount | $ 86 | ||
Lawsuit in the Court of Chancery of the State of Delaware by purported stockholders of Tesla challenging Tesla's acquisition of SolarCity [Member] | |||
Commitments And Contingencies [Line Items] | |||
Number of lawsuits filed | Plaintiff | 7 | ||
Lawsuit in the United States Court of Federal Claims Against the United States Government [Member] | |||
Commitments And Contingencies [Line Items] | |||
Number of lawsuits filed | Plaintiff | 2 | ||
Loss contingency, seeking to recover value | $ 14 | ||
Build-to-suit Lease Arrangement [Member] | Construction in progress | |||
Commitments And Contingencies [Line Items] | |||
Non-cash investing and financing activities | 40.9 | ||
Build-to-suit Lease Arrangement [Member] | Research Foundation [Member] | |||
Commitments And Contingencies [Line Items] | |||
Acquisition of manufacturing equipment | 274.7 | ||
Additional specified scope costs | $ 125.3 | ||
Initial direct costs related to solar energy systems leased to customers | 10 years | ||
Operating lease, option to renew, amount per year | $ / yr | 2 | ||
Lease arrangement, amount required to spend or incur | $ 5,000 | ||
Contractual obligation | 41.2 | ||
Build-to-suit Lease Arrangement [Member] | Research Foundation [Member] | Maximum [Member] | |||
Commitments And Contingencies [Line Items] | |||
Construction cost committed | $ 350 |
VIE Arrangements - Additional I
VIE Arrangements - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Variable Interest Entity [Line Items] | ||
Accrued in distribution payable | $ 300,000 | $ 300,000 |
VIEs [Member] | ||
Variable Interest Entity [Line Items] | ||
Fund assets pledged as collateral | 0 | |
Accrued in distribution payable | $ 20,415,000 | $ 24,085,000 |
VIE Arrangements - Carrying Val
VIE Arrangements - Carrying Values of Assets and Liabilities of Subsidiary in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets | ||||
Cash and cash equivalents | $ 4,006,593 | $ 3,393,216 | $ 1,441,789 | $ 1,196,908 |
Restricted cash | 88,946 | 105,519 | ||
Accounts receivable, net | 440,349 | 499,142 | ||
Prepaid expenses and other current assets | 271,665 | 194,465 | ||
Total current assets | 7,027,889 | 6,259,796 | ||
Other assets | 224,536 | 216,751 | ||
Total assets | 25,053,726 | 22,664,076 | ||
Current liabilities | ||||
Accounts payable | 2,075,333 | 1,860,341 | ||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 300 | 300 | ||
Customer deposits | 616,398 | 663,859 | ||
Deferred revenue | 841,494 | 763,126 | ||
Total current liabilities | 6,245,439 | 5,827,005 | ||
Deferred revenue, net of current portion | 955,078 | 851,790 | ||
VIEs [Member] | ||||
Current assets | ||||
Cash and cash equivalents | 49,930 | 44,091 | ||
Restricted cash | 20,831 | 20,916 | ||
Accounts receivable, net | 20,712 | 16,023 | ||
Rebates receivable | 6,313 | 6,646 | ||
Prepaid expenses and other current assets | 3,969 | 7,532 | ||
Total current assets | 101,755 | 95,208 | ||
Operating lease net | 4,756,248 | 4,618,443 | ||
Other assets | 34,029 | 35,826 | ||
Total assets | 4,892,032 | 4,749,477 | ||
Current liabilities | ||||
Accounts payable | 31 | 20 | ||
Distributions payable to noncontrolling interests and redeemable noncontrolling interests | 20,415 | 24,085 | ||
Accrued and other current liabilities | 8,499 | 8,157 | ||
Customer deposits | 1,998 | 1,169 | ||
Deferred revenue | 19,333 | 17,114 | ||
Current portion of long-term debt | 12,437 | 89,356 | ||
Total current liabilities | 62,713 | 139,901 | ||
Deferred revenue, net of current portion | 195,851 | 178,783 | ||
Long-term debt, net of current portion | 568,703 | 466,741 | ||
Other liabilities and deferred costs | 112,630 | 82,917 | ||
Total Liabilities | $ 939,897 | $ 868,342 |
Related Party Balances - Summar
Related Party Balances - Summary of Related Party Transactions (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Related Party Transactions [Abstract] | ||
Solar Bonds issued to related parties | $ 175,100 | $ 265,100 |
Convertible senior notes due to related parties | 13,000 | 13,000 |
Due to related parties (primarily accrued interest on the Solar Bonds, included in accrued and other current liabilities) | $ 1,504 | $ 5,136 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | Apr. 18, 2017 | Apr. 11, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Zero-coupon Convertible Senior Notes due in 2020 [Member] | Recourse debt [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt instrument interest rate | 0.00% | 0.00% | ||
Debt instrument maturity date | Dec. 31, 2020 | Dec. 31, 2020 | ||
Zero-coupon Convertible Senior Notes due in 2020 [Member] | Subsequent Event [Member] | Chief Executive Officer [Member] | Recourse debt [Member] | ||||
Related Party Transaction [Line Items] | ||||
Principal amount of convertible senior notes | $ 10 | |||
Convertible instrument, shares issued | 33,333 | |||
SpaceX [Member] | Solar bonds due in June 2017 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Current portion of solar bonds issued to related parties | $ 75 | |||
Debt instrument interest rate | 4.40% | |||
Debt instrument maturity date | Jun. 30, 2017 | |||
Chief Executive Officers and Chief Technology Officer [Member] | Solar bonds due in February 2018 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Current portion of solar bonds issued to related parties | $ 100 | |||
Debt instrument interest rate | 6.50% | |||
Debt instrument maturity date | Feb. 28, 2018 | |||
Chief Executive Officers and Chief Technology Officer [Member] | Promissory Notes [Member] | Subsequent Event [Member] | ||||
Related Party Transaction [Line Items] | ||||
Convertible principal amount | $ 100 |
Segment Reporting and Informa75
Segment Reporting and Information about Geographic Areas - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reporting segment | 2 |
Segment Reporting and Informa76
Segment Reporting and Information about Geographic Areas - Schedule of Total Revenues and Gross Margin by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | $ 2,696,270 | $ 1,147,048 |
Gross profit | 667,946 | 252,468 |
Automotive [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | 2,482,326 | 1,124,320 |
Gross profit | 605,775 | 247,853 |
Energy Generation and Storage [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Revenues | 213,944 | 22,728 |
Gross profit | $ 62,171 | $ 4,615 |
Segment Reporting and Informa77
Segment Reporting and Information about Geographic Areas - Schedule of Revenues by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenues | $ 2,696,270 | $ 1,147,048 |
United States [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenues | 1,275,208 | 628,289 |
China [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenues | 503,933 | 119,478 |
Norway [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenues | 135,402 | 58,437 |
Other [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenues | $ 781,727 | $ 340,844 |
Segment Reporting and Informa78
Segment Reporting and Information about Geographic Areas - Schedule of Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-lived Assets | $ 13,102,541 | $ 11,902,839 |
United States [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-lived Assets | 12,505,153 | 11,399,545 |
International [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Long-lived Assets | $ 597,388 | $ 503,294 |