Acquisition of SolarCity (Tables)
|
12 Months Ended |
Dec. 31, 2016 |
|---|
| Business Combinations [Abstract] |
|
| Schedule of Acquisition Date Fair Value of the Consideration Transferred |
The acquisition date fair value of the consideration transferred totaled $2.1 billion, which consisted of the following (in thousands, except for share and per share amounts):
|
|
|
|
|
|
|
Total fair value of Tesla common stock
issued (11,124,497 shares issued at $185.04 per share) |
|
$ |
2,058,477 |
|
|
Fair value of replacement Tesla stock
options and restricted stock units for vested SolarCity awards |
|
|
87,500 |
|
|
Total purchase price |
|
$ |
2,145,977 |
|
|
| 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 |
|
$ |
213,523 |
|
|
Accounts receivable |
|
|
74,619 |
|
|
Inventory |
|
|
191,878 |
|
|
Solar energy systems, leased and to be leased |
|
|
5,781,496 |
|
|
Property, plant and equipment |
|
|
1,056,312 |
|
|
MyPower notes, net of current portion |
|
|
509,712 |
|
|
Restricted cash |
|
|
129,196 |
|
|
Intangible assets |
|
|
356,510 |
|
|
Prepaid expenses and other assets, current and non-current |
|
|
199,864 |
|
|
Total assets acquired |
|
$ |
8,513,110 |
|
|
Liabilities assumed: |
|
|
|
|
|
Accounts payable |
|
$ |
230,078 |
|
|
Accrued liabilities |
|
|
238,590 |
|
|
Debt and capital leases, current and non-current |
|
|
3,403,840 |
|
|
Financing obligations |
|
|
121,290 |
|
|
Deferred revenue, current and non-current |
|
|
271,128 |
|
|
Other liabilities |
|
|
950,423 |
|
|
Total liabilities assumed |
|
$ |
5,215,349 |
|
|
Net assets acquired |
|
$ |
3,297,761 |
|
|
|
|
|
|
|
|
Noncontrolling interests redeemable and non-redeemable |
|
$ |
1,066,517 |
|
|
Capped call options associated with 2014 convertible notes |
|
|
(3,460 |
) |
|
Total net assets acquired |
|
$ |
2,234,704 |
|
|
Gain on acquisition of SolarCity Corporation |
|
|
(88,727 |
) |
|
Total purchase price |
|
$ |
2,145,977 |
|
|
| Schedule of Fair Value of Identified Intangible Assets and their Useful Lives |
Identifiable intangible assets
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 December 31, 2016 |
|
|
|
|
Approximate
Fair Value |
|
|
Estimated Useful Life
(in years) |
|
|
Developed technology |
|
$ |
113,361 |
|
|
|
7 |
|
|
Trade name |
|
|
43,500 |
|
|
|
5 |
|
|
Favorable contracts and leases, net |
|
|
112,817 |
|
|
|
15 |
|
|
IPR&D |
|
|
86,832 |
|
|
N/A |
|
|
Total intangible assets |
|
$ |
356,510 |
|
|
|
|
|
|
| Schedule of Pro Forma Information |
The following unaudited pro forma information gives effect to the acquisition of SolarCity as if the acquisition had occurred on January 1, 2015 and had been included in our Consolidated Statements of Operations for 2015 and 2016.
|
|
|
Year Ended |
|
|
|
|
2016 |
|
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
7,539,077 |
|
|
$ |
4,354,324 |
|
|
Net loss attributable to common stockholders |
|
|
(609,395 |
) |
|
|
(1,017,223 |
) |
|
Net loss per share of common stock, basic and
Diluted |
|
$ |
(4.23 |
) |
|
$ |
(7.30 |
) |
|
Weighted-average shares used in computing net
loss per share of common stock, basic and
diluted |
|
|
144,212 |
|
|
|
139,327 |
|
|