XML 34 R19.htm IDEA: XBRL DOCUMENT
v3.19.2

Long-Term Debt Obligations | 6 Months Ended
--- | ---
Jun. 30, 2019
Debt Disclosure [Abstract] |
Long-Term Debt Obligations | Note 11 – Long-Term Debt Obligations The following is a summary of our debt as of June 30, 2019 (in thousands):
|  | Unpaid |  |  |  |  |  | Unused |  |  |  |  |  |  |
|  | Principal |  |  | Net Carrying Value |  |  | Committed |  |  | Contractual |  |  | Contractual
|  | Balance |  |  | Current |  |  | Long-Term |  |  | Amount (1) |  |  | Interest Rates |  |  | Maturity Date
Recourse debt: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
1.25% Convertible Senior Notes due in 2021 ("2021 Notes") |  |  | 1,380,000 |  |  |  | — |  |  |  | 1,273,206 |  |  |  | — |  |  |  | 1.25 | % |  | March 2021
2.375% Convertible Senior Notes due in 2022 ("2022 Notes") |  |  | 977,500 |  |  |  | — |  |  |  | 886,513 |  |  |  | — |  |  |  | 2.375 | % |  | March 2022
2.00% Convertible Senior Notes due in 2024 ("2024 Notes") |  |  | 1,840,000 |  |  |  | — |  |  |  | 1,340,143 |  |  |  | — |  |  |  | 2.00 | % |  | May 2024
5.30% Senior Notes due in 2025 ("2025 Notes") |  |  | 1,800,000 |  |  |  | — |  |  |  | 1,780,345 |  |  |  | — |  |  |  | 5.30 | % |  | August 2025
Credit Agreement |  |  | 1,740,000 |  |  |  | 141,711 |  |  |  | 1,598,289 |  |  |  | 504,993 |  |  | 3.4% -5.5% |  |  | June 2020-July 2023
1.625% Convertible Senior Notes due in 2019 |  |  | 565,992 |  |  |  | 556,575 |  |  |  | — |  |  |  | — |  |  |  | 1.625 | % |  | November 2019
Zero-Coupon Convertible Senior Notes due in 2020 |  |  | 103,000 |  |  |  | — |  |  |  | 94,559 |  |  |  | — |  |  |  | 0.0 | % |  | December 2020
Vehicle, Solar Bonds and other Loans |  |  | 144,668 |  |  |  | 14,712 |  |  |  | 126,948 |  |  |  | 1,000 |  |  | 1.8%-6.8% |  |  | September 2019-January 2031
Total recourse debt |  |  | 8,551,160 |  |  |  | 712,998 |  |  |  | 7,100,003 |  |  |  | 505,993 |  |  |  |  |  |  |
Non-recourse debt: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Warehouse Agreements |  |  | 321,650 |  |  |  | 45,452 |  |  |  | 276,198 |  |  |  | 778,350 |  |  | 3.8%-4.1% |  |  | September 2020
Canada Credit Facility |  |  | 56,639 |  |  |  | 28,878 |  |  |  | 27,761 |  |  |  | — |  |  | 3.6%-5.9% |  |  | November 2022
Term Loan due in 2019 |  |  | 161,944 |  |  |  | 161,944 |  |  |  | — |  |  |  | — |  |  |  | 5.9 | % |  | December 2019
Term Loan due in 2021 |  |  | 166,152 |  |  |  | 7,284 |  |  |  | 158,313 |  |  |  | — |  |  |  | 6.1 | % |  | January 2021
Solar Revolving Credit Facility |  |  | 41,908 |  |  |  | — |  |  |  | 41,908 |  |  |  | — |  |  |  | 6.0 | % |  | June 2022
China Loan Agreement |  |  | 27,478 |  |  |  | 27,478 |  |  |  | — |  |  |  | 482,122 |  |  |  | 3.9 | % |  | March 2020
Cash equity debt |  |  | 461,926 |  |  |  | 9,401 |  |  |  | 438,534 |  |  |  | — |  |  | 5.3%-5.8% |  |  | July 2033-January 2035
Solar asset-backed notes |  |  | 1,198,962 |  |  |  | 33,640 |  |  |  | 1,135,790 |  |  |  | — |  |  | 4.0%-7.7% |  |  | September 2024-February 2048
Solar loan-backed notes |  |  | 196,924 |  |  |  | 10,671 |  |  |  | 179,285 |  |  |  | — |  |  | 4.8%-7.5% |  |  | September 2048-September 2049
Automotive asset-backed notes |  |  | 949,951 |  |  |  | 400,665 |  |  |  | 544,949 |  |  |  | — |  |  | 2.3%-7.9% |  |  | December 2019-June 2022
Solar Renewable Energy Credit and other Loans |  |  | 24,995 |  |  |  | 21,417 |  |  |  | 3,106 |  |  |  | 27,201 |  |  | 4.4%-8.2% |  |  | September 2019-July 2021
Total non-recourse debt |  |  | 3,608,529 |  |  |  | 746,830 |  |  |  | 2,805,844 |  |  |  | 1,287,673 |  |  |  |  |  |  |
Total debt |  | $ | 12,159,689 |  |  | $ | 1,459,828 |  |  | $ | 9,905,847 |  |  | $ | 1,793,666 |  |  |  |  |  |  |
The following is a summary of our debt as of December 31, 2018 (in thousands):
|  | Unpaid |  |  |  |  |  | Unused |  |  |  |  |  |  |
|  | Principal |  |  | Net Carrying Value |  |  | Committed |  |  | Contractual |  |  | Contractual
|  | Balance |  |  | Current |  |  | Long-Term |  |  | Amount (1) |  |  | Interest Rates |  |  | Maturity Date
Recourse debt: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
0.25% Convertible Senior Notes due in 2019 ("2019 Notes") |  |  | 920,000 |  |  |  | 912,625 |  |  |  | — |  |  |  | — |  |  |  | 0.25 | % |  | March 2019
2021 Notes |  |  | 1,380,000 |  |  |  | — |  |  |  | 1,243,496 |  |  |  | — |  |  |  | 1.25 | % |  | March 2021
2022 Notes |  |  | 977,500 |  |  |  | — |  |  |  | 871,326 |  |  |  | — |  |  |  | 2.375 | % |  | March 2022
2025 Notes |  |  | 1,800,000 |  |  |  | — |  |  |  | 1,778,756 |  |  |  | — |  |  |  | 5.30 | % |  | August 2025
Credit Agreement |  |  | 1,540,000 |  |  |  | — |  |  |  | 1,540,000 |  |  |  | 230,999 |  |  | 1% plus LIBOR |  |  | June 2020
1.625% Convertible Senior Notes due in 2019 |  |  | 565,992 |  |  |  | 541,070 |  |  |  | — |  |  |  | — |  |  |  | 1.625 | % |  | November 2019
Zero-Coupon Convertible Senior Notes due in 2020 |  |  | 103,000 |  |  |  | — |  |  |  | 91,799 |  |  |  | — |  |  |  | 0.0 | % |  | December 2020
Vehicle, Solar Bonds and other Loans |  |  | 100,928 |  |  |  | 1,322 |  |  |  | 100,190 |  |  |  | — |  |  | 1.8%-7.6% |  |  | January 2019-January 2031
Total recourse debt |  |  | 7,387,420 |  |  |  | 1,455,017 |  |  |  | 5,625,567 |  |  |  | 230,999 |  |  |  |  |  |  |
Non-recourse debt: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Warehouse Agreements |  |  | 92,000 |  |  |  | 13,604 |  |  |  | 78,396 |  |  |  | 1,008,000 |  |  | 3.9%-4.2% |  |  | September 2020
Canada Credit Facility |  |  | 73,220 |  |  |  | 31,766 |  |  |  | 41,454 |  |  |  | — |  |  | 3.6%-5.9% |  |  | November 2022
Term Loan due in 2019 |  |  | 180,624 |  |  |  | 180,624 |  |  |  | — |  |  |  | — |  |  |  | 6.1 | % |  | January 2019
Term Loan due in 2021 |  |  | 169,050 |  |  |  | 6,876 |  |  |  | 161,453 |  |  |  | — |  |  |  | 6.0 | % |  | January 2021
Cash equity debt |  |  | 466,837 |  |  |  | 10,911 |  |  |  | 441,472 |  |  |  | — |  |  | 5.3%-5.8% |  |  | July 2033-January 2035
Solar asset-backed notes |  |  | 1,214,071 |  |  |  | 28,761 |  |  |  | 1,154,914 |  |  |  | — |  |  | 4.0%-7.7% |  |  | September 2024-February 2048
Solar loan-backed notes |  |  | 210,249 |  |  |  | 9,888 |  |  |  | 193,164 |  |  |  | — |  |  | 4.8%-7.5% |  |  | September 2048-September 2049
Automotive asset-backed notes |  |  | 1,177,937 |  |  |  | 467,926 |  |  |  | 704,234 |  |  |  | — |  |  | 2.3%-7.9% |  |  | December 2019-June 2022
Solar Renewable Energy Credit and other Loans |  |  | 26,742 |  |  |  | 16,612 |  |  |  | 9,836 |  |  |  | 17,633 |  |  | 5.1%-7.9% |  |  | December 2019-July 2021
Total non-recourse debt |  |  | 3,610,730 |  |  |  | 766,968 |  |  |  | 2,784,923 |  |  |  | 1,025,633 |  |  |  |  |  |  |
Total debt |  | $ | 10,998,150 |  |  | $ | 2,221,985 |  |  | $ | 8,410,490 |  |  | $ | 1,256,632 |  |  |  |  |  |  |
(1) | Unused committed amounts under some of our credit facilities and financing funds are subject to satisfying specified conditions prior to draw-down (such as pledging to our lenders sufficient amounts of qualified receivables, inventories, leased vehicles and our interests in those leases, solar energy systems and the associated customer contracts, our interests in financing funds or various other assets). Upon draw-down of any unused committed amounts, there are no restrictions on use of available funds for general corporate purposes.
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 or deferred financing costs. As of June 30, 2019, we were in material compliance with all financial debt covenants, which include minimum liquidity and expense-coverage balances and ratios. 2019 Notes During the first quarter of 2019, we repaid the $920.0 million in aggregate principal amount of the 2019 Notes. 2024 Notes, Bond Hedges and Warrant Transactions In May 2019, we issued $1.84 billion in aggregate principal amount of 2.00% Convertible Senior Notes due in May 2024 in a public offering. The net proceeds from the issuance, after deducting transaction costs, were $1.82 billion. Each $1,000 of principal of the 2024 Notes is initially convertible into 3.2276 shares of our common stock, which is equivalent to an initial conversion price of $309.83 per share, subject to adjustment upon the occurrence of specified events. Holders of the 2024 Notes may convert, at their option, on or after February 15, 2024. Further, holders of the 2024 Notes may convert, at their option, prior to February 15, 2024 only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each trading day; (2) during the five-business day period after any five-consecutive trading day period in which the trading price per $1,000 principal amount of the 2024 Notes for each trading day of such period is less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day, or (3) if specified corporate events occur. Upon conversion, the 2024 Notes will be settled in cash, shares of our common stock or a combination thereof, at our election. If a fundamental change occurs prior to the maturity date, holders of the 2024 Notes may require us to repurchase all or a portion of their 2024 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 its 2024 Notes in connection with such an event in certain circumstances. As of June 30, 2019, none of the conditions permitting the holders of the 2024 Notes to early convert had been met. Therefore, the 2024 Notes are classified as long-term. In accordance with GAAP relating to embedded conversion features, we initially valued and bifurcated the conversion feature associated with the 2024 Notes. We recorded to stockholders’ equity $490.9 million for the conversion feature. The resulting debt discount is being amortized to interest expense at an effective interest rate of 8.68%. In connection with the offering of the 2024 Notes, we entered into convertible note hedge transactions whereby we have the option to purchase initially (subject to adjustment for certain specified events) 5.9 million shares of our common stock at a price of $309.83 per share. The cost of the convertible note hedge transactions was $475.8 million. In addition, we sold warrants whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) 5.9 million shares of our common stock at a price of $607.50 per share. We received $174.4 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and the sale of the warrants are intended to reduce potential dilution from the conversion of the 2024 Notes and to effectively increase the overall conversion price from $309.83 to $607.50 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 the consolidated balance sheet. Credit Agreement In March 2019, we amended and restated the senior asset-based revolving credit agreement (the “Credit Agreement”) to increase the total lender commitments by $500.0 million to $2.425 billion, and extend the term of substantially all of the total commitments to July 2023. China Loan Agreement In March 2019, one of our subsidiaries entered into a loan agreement with a syndicate of lenders in China for an unsecured facility of up to RMB 3.50 billion (or the equivalent amount drawn in U.S. dollars), to be used for expenditures related to the construction of and production at our Gigafactory Shanghai. Borrowed funds bear interest at an annual rate of: (i) for RMB-denominated loans, 90% of the one-year rate published by the People’s Bank of China, and (ii) for U.S. dollar-denominated loans, the sum of one-year LIBOR plus 1.0%. The loan facility is non-recourse to our assets. Solar Revolving Credit Facility In June 2019, one of our subsidiaries entered into a loan agreement with a bank for a revolving credit facility of up to $50.0 million. The solar revolving credit facility bears interest at an annual rate of 2.50% plus: (i) for LIBOR loans, at our option, three-month LIBOR or daily LIBOR and (ii) for Base Rate loans, the highest of (a) the Federal Funds Rate plus 0.50%, (b) the Prime Rate, and (c) the three-month LIBOR plus 1.00%.The solar revolving credit facility is secured by certain assets of the subsidiary and was non-recourse to our other assets. Term Loan due in 2019 In April 2019, we extended the maturity date of the Term Loan due in 2019 to June 2019. In June 2019, we further extended the maturity date of the Term Loan due in 2019 to December 2019. Interest Incurred The following table presents the interest expense related to the contractual interest coupon, the amortization of debt issuance costs and the amortization of debt discounts on our convertible senior notes with cash conversion features, which include the 2018 Notes, the 2019 Notes, the 2021 Notes, the 2022 Notes and the 2024 Notes (in thousands):
|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2019 |  |  | 2018 |  |  | 2019 |  |  | 2018 |
Contractual interest coupon |  | $ | 15,533 |  |  | $ | 10,588 |  |  | $ | 25,892 |  |  | $ | 21,136 |
Amortization of debt issuance costs |  |  | 1,470 |  |  |  | 1,642 |  |  |  | 2,940 |  |  |  | 3,257 |
Amortization of debt discounts |  |  | 33,467 |  |  |  | 30,525 |  |  |  | 61,541 |  |  |  | 60,384 |
Total |  | $ | 50,470 |  |  | $ | 42,755 |  |  | $ | 90,373 |  |  | $ | 84,777 |

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564 + Details
Name: | us-gaap_DebtDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration