Toyota-Tesla: less than meets the eye

VentureBeat has analyzed the latest Tesla S-1 filing about its recent deal with Toyota, and found some interesting tidbits:

• Toyota has not yet agreed to partner with Tesla to build a car;
• Toyota made only a conditional promise to buy Tesla stock after an IPO;
• Tesla did not buy any NUMMI production equipment.

Some excerpts of the story:

…the newly revised S-1 states very clearly:

“In May 2010, Tesla and Toyota announced their intention to cooperate on the development of electric vehicles. This may involve the production of vehicles or powertrain components. However, we have not yet entered into any agreements, including any purchase orders, with Toyota for such arrangements and we may never do so.”

This is surprising, considering that Musk is already enthusiastically talking about not just one joint Tesla-Toyota vehicle — due out in the next four to five years, he says — but multiple tandem projects using Tesla’s powertrain technology and Toyota’s components.

and

For now, all that is tying the major Japanese automaker to the venture-backed startup is an agreement to buy a $50 million stake in the latter if and when it goes public.… [However,] if Tesla doesn’t have a successful IPO by Dec. 31 of this year, Toyota is no longer obligated to the buy these shares. This puts even more pressure on the company to make it to an IPO at all costs.

The conclusion of reporter Camille Ricketts:

Tesla and [CEO Elon] Musk have a history of making announcements that sound sweeter than they really are upon closer inspection. Last July, when the company declared profitability — with a margin of just $1 million — a number of reports said the claim was all smoke and mirrors. And when Tesla first filed to go public at the end of January, it conveniently provided financial reports only through the end of 2009’s third quarter, omitting the fourth quarter’s dismal sales. That data has since been included, but there’s a trend here.

Update 9pm: If that’s not enough, Venture Beat reporter Owen Thomas also reports Thursday that due to personal liquidity problems — tied in part to his inability to stay married — Musk has been broke for more than six months. Musk once used his personal fortune to keep the company afloat for the first five years, but now it appears he no longer cover a negative cash flow exceeding $100 million/year. Thomas concludes that even with government loans, the Model S is unlikely to begin production unless Tesla completes a successful IPO in the next seven months.

(Most of the divorce story is already several weeks old, having been covered by Edmunds, Divorce Saloon and Musk’s ex-wife herself May 6 and May 8.)

The upshot of both stories suggests that Toyota seems to be first in line to acquire Tesla and its technology if it runs out of cash, but has no financial obligation to bail it out if it doesn’t like the terms.