BUSINESS:

Tesla reveals loose arrangement with Toyota for new electric car

SAN FRANCISCO -- Upstart carmaker Tesla Motors Inc. has offered a blunt, real-world assessment of a recent deal it made with Toyota Motor Corp. In a recent filing with the Securities and Exchange Commission, Tesla said the two companies may never get to the point where they jointly develop electric vehicles.

Tesla gave the SEC details of its plans for an initial public offering sometime this year. It said Tesla and Toyota have agreed to a kind of loose engagement, with an aim to work together only if the IPO comes off as planned.

Late last month, the companies -- to much fanfare in California -- went public with plans to build an auto plant in Fremont, Calif., with Toyota committing its expertise to help San Carlos-based Tesla with electric drive chain technology and building its Model S electric sedan.

But the deal is less than a firm commitment and effectively represents "an intention to cooperate" on car development, with Toyota positioned to support on parts, production and engineering expertise for the Model S, Tesla officials told the SEC in an amended IPO statement sent to the agency in late May.

"We have not entered into any agreements with Toyota for any such arrangements, including any purchase orders, and we may never do so," the filing states, referencing plans to jointly develop electric cars. "As a result, we anticipate that we will generate limited revenue from selling electric vehicles in 2012 until the launch of our Model S."

On its website, Tesla calls Model S "the world's first mass-produced electric vehicle" that can carry five adults and two children. The company says the car will have a range of up to 300 miles and can be charged in 45 minutes "from any outlet" for about $4, "a bargain even when gasoline is $1 a gallon."

A heavily promoted tentative agreement

The SEC admission is a far cry from the press reports that followed the Toyota-Tesla announcement, which was heralded at the time by California Gov. Arnold Schwarzenegger (R) as a breakthrough for electric car manufacturing in the Golden state during a news conference in Palo Alto. Also in attendance at the Schwarzenegger press briefing on the deal was the CEO of Toyota, Akio Toyoda, who crossed the Pacific Ocean to attend (Greenwire, May 21).

In the SEC statement, Tesla said Toyota had agreed to buy $50 million in Tesla stock, as promoted by Schwarzenegger during the press conference. But that agreement is contingent on the company's going public by the end of 2010. If the public offering collapses, in other words, Toyota has the right to walk away.

Also on the chopping block if the IPO never materializes is a $42 million deal to acquire an auto manufacturing plant in Fremont that was once owned by General Motors. Tesla's SEC statement said the purchase, from New United Motor Manufacturing Inc., or NUMMI, which is a joint venture between Toyota and Motors Liquidation Co., would close "a few months following the completion of this offering."

"We intend to use this facility for the production of our planned Model S and future vehicles," explained Tesla officials, adding that they are still "in an early stage of planning for this facility."

The Model S is meant to be a mainstream moneymaker for Tesla, which so far has struggled to post a profit with sales of its high-performance, $109,000 Roadster. The Model S will go for just under $50,000 and is expected on the road in 2012.

But if that schedule doesn't hold, Tesla officials in the IPO statement appear to acknowledge they will continue to crawl rather than run toward profitability. The statement also paints a fairly tentative picture for the Model S, saying a number of events could hold it back.

"We have no operating history with respect to the Model S electric vehicle and have only recently begun the component procurement process for the Model S," Tesla said in the statement. "If we do not successfully address these risks, our business, prospects, operating results and financial condition will be materially and adversely harmed."

A 'number of reasons' for potential delays

The statement continues: "The launch of our Model S could be delayed for a number of reasons, and any such delays may be significant and would extend the period in which we would generate limited revenues from sales of our electric vehicles. The potential decrease in automotive sales revenues for the periods prior to the launch of the Model S may be significant."

In January, Tesla received a $465 million loan from the U.S. Department of Energy to help the company produce the Model S and build a manufacturing center to assemble the cars. It was the second company to draw from a $25 billion loan program passed by Congress to help automakers meet tougher fuel economy and emissions standards. Elon Musk, Tesla's CEO, said the money would be used to "further accelerate" the production of electric cars.

In its submission to the SEC, Musk's company detailed its sales history thus far. In the year ended Dec. 31, 2008, Tesla made $14.7 million in revenue, following that performance with $111.9 million in revenue for 2009. For the first three months of 2010, revenues posted at $20.8 million.

Tesla added that it had incurred $290 million in losses through March 31, 2010, since its inception in 2003. For the first three months of this year, losses are $29.5 million.

"Even if we are able to successfully develop the Model S, there can be no assurance that it will be commercially successful," the filing states. "If we are to ever achieve profitability it will be dependent upon the successful development and successful commercial introduction and acceptance of automobiles such as the Model S, which may not occur."

A Tesla spokeswoman refused to comment further on the SEC document, saying federal law precludes her from commenting on the IPO.