Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 21, 2020 | Jun. 30, 2019 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-38073 | ||
Entity Registrant Name | CARVANA CO. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-4549921 | ||
Entity Address, Address Line One | 1930 W. Rio Salado Parkway | ||
Entity Address, City or Town | Tempe | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85281 | ||
City Area Code | 480 | ||
Local Phone Number | 719-8809 | ||
Title of 12(b) Security | Class A Common Stock, Par Value $0.001 Per Share | ||
Trading Symbol | CVNA | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3.1 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive Proxy Statement for its 2020 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001690820 | ||
Current Fiscal Year End Date | --12-31 | ||
Class A | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 50,551,092 | ||
Class B | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 101,212,613 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 76,016 | $ 78,861 |
Restricted cash | 42,443 | 9,848 |
Accounts receivable, net | 39,864 | 33,120 |
Finance receivables held for sale, net | 286,969 | 105,200 |
Vehicle inventory | 762,696 | 412,243 |
Beneficial interests in securitizations | 98,780 | 0 |
Other current assets | 52,654 | 23,582 |
Total current assets | 1,359,422 | 662,854 |
Property and equipment, net | 543,471 | |
Property and equipment, net | 296,839 | |
Operating lease right-of-use assets, including $44,583 and $0, respectively, from leases with related parties | 123,420 | 0 |
Intangible assets, net | 7,232 | 8,869 |
Goodwill | 9,353 | 9,353 |
Other assets, including $6,138 and $1,895, respectively, due from related parties | 14,850 | 13,098 |
Total assets | 2,057,748 | 991,013 |
Current liabilities: | ||
Accounts payable and accrued liabilities, including $9,549 and $3,891, respectively, due to related parties | 234,443 | 121,415 |
Short-term revolving facilities | 568,840 | 196,963 |
Current portion of long-term debt | 48,731 | 11,133 |
Other current liabilities, including $4,518 and $0, respectively, from leases with related parties | 12,856 | 0 |
Total current liabilities | 864,870 | 329,511 |
Long-term Debt, Excluding Current Maturities | 883,060 | 425,349 |
Operating lease liabilities, excluding current portion, including $41,829 and $0, respectively, from leases with related parties | 116,071 | 0 |
Other liabilities | 1,808 | 8,725 |
Total liabilities | 1,865,809 | 763,585 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value - 50,000 shares authorized; none issued and outstanding as of December 31, 2019 and 2018 | 0 | 0 |
Additional paid in capital | 280,994 | 147,916 |
Accumulated deficit | (183,034) | (68,375) |
Total stockholders' equity attributable to Carvana Co. | 98,112 | 79,686 |
Non-controlling interests | 93,827 | 147,742 |
Total stockholders' equity | 191,939 | 227,428 |
Total liabilities & stockholders' equity | 2,057,748 | 991,013 |
Class A | ||
Stockholders' equity: | ||
Common stock | 51 | 41 |
Class B | ||
Stockholders' equity: | ||
Common stock | $ 101 | $ 104 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Operating lease, right-of-use asset, from leases with related party | $ 123,420 | $ 0 |
Other assets, due from related parties | 14,850 | 13,098 |
Accounts payable and accrued liabilities, due to related parties | 234,443 | 121,415 |
Other current liabilities, from leases with related parties | 12,856 | 0 |
Long-term debt, excluding current portion, amount held by a related party | 883,060 | 425,349 |
Operating lease liabilities, excluding current portion, from leases with related parties | $ 116,071 | $ 0 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 50,507,000 | 41,208,000 |
Common stock, shares outstanding (in shares) | 50,507,000 | 41,208,000 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 101,219,000 | 104,336,000 |
Common stock, shares outstanding (in shares) | 101,219,000 | 104,336,000 |
Related Party | ||
Operating lease, right-of-use asset, from leases with related party | $ 44,583 | $ 0 |
Other assets, due from related parties | 6,138 | 1,895 |
Accounts payable and accrued liabilities, due to related parties | 9,549 | 3,891 |
Other current liabilities, from leases with related parties | 4,518 | 0 |
Long-term debt, excluding current portion, amount held by a related party | 15,000 | 15,000 |
Operating lease liabilities, excluding current portion, from leases with related parties | $ 41,829 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Sales and operating revenues: | ||||
Net sales and operating revenues | $ 3,939,896,000 | $ 1,955,467,000 | $ 858,870,000 | |
Cost of sales, including $4,357, $4,772, and $3,004 , respectively, to related parties | 3,433,482,000 | 1,758,758,000 | 790,779,000 | |
Gross profit | 506,414,000 | 196,709,000 | 68,091,000 | |
Selling, general and administrative expenses, including $13,869, $8,217, and $6,030, respectively, to related parties | 786,717,000 | 425,258,000 | 223,400,000 | |
Interest expense, including $1,331, $370, and $1,382, respectively, to related parties | 80,606,000 | 25,018,000 | 7,659,000 | |
Other expense, net | 3,730,000 | 1,178,000 | 1,348,000 | |
Net loss before income taxes | (364,639,000) | (254,745,000) | (164,316,000) | |
Income tax provision | 0 | 0 | 0 | |
Net loss | (364,639,000) | (254,745,000) | (164,316,000) | |
Net Income (Loss) Attributable to Noncontrolling Interest | (249,980,000) | (199,269,000) | (101,475,000) | |
Net loss attributable to Carvana Co. | (114,659,000) | (55,476,000) | (62,841,000) | |
Dividends on Class A convertible preferred stock | 0 | (4,206,000) | (413,000) | |
Accretion of beneficial conversion feature on Class A convertible preferred stock | 0 | (1,380,000) | (1,237,000) | |
Net loss attributable to Class A common stockholders | $ (114,659,000) | $ (61,062,000) | $ (64,491,000) | |
Class A | ||||
Sales and operating revenues: | ||||
Net loss per share of Class A common stock, basic and diluted (in dollars per share) | [1] | $ (2.45) | $ (2.03) | $ (1.31) |
Weighted-average shares of Class A common stock, basic and diluted (in shares) | [1],[2] | 46,847 | 30,043 | 15,241 |
Used vehicle sales, net | ||||
Sales and operating revenues: | ||||
Net sales and operating revenues | $ 3,420,601,000 | $ 1,785,045,000 | $ 796,915,000 | |
Wholesale vehicle sales | ||||
Sales and operating revenues: | ||||
Net sales and operating revenues | 267,586,000 | 73,584,000 | 28,514,000 | |
Other sales and revenues | ||||
Sales and operating revenues: | ||||
Net sales and operating revenues | $ 251,709,000 | $ 96,838,000 | $ 33,441,000 | |
[1] | Amounts for periods prior to the initial public offering have been retrospectively adjusted to give effect to 15.0 million shares of Class A common stock issued in the initial public offering and the Organizational Transactions described in Note 1. | |||
[2] | Weighted-average shares of Class A common stock outstanding have been adjusted for unvested restricted stock awards. |
Consolidated Statement of Opera
Consolidated Statement of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other sales and revenues, from related parties | $ 3,939,896 | $ 1,955,467 | $ 858,870 |
Cost of sales, to related parties | 3,433,482 | 1,758,758 | 790,779 |
Selling, general and administrative expenses, to related parties | 786,717 | 425,258 | 223,400 |
Interest expense, to related parties | 80,606 | 25,018 | 7,659 |
Other sales and revenues | |||
Other sales and revenues, from related parties | 251,709 | 96,838 | 33,441 |
Related Party | |||
Other sales and revenues, from related parties | 59,677 | 25,572 | 8,947 |
Cost of sales, to related parties | 4,357 | 4,772 | 3,004 |
Selling, general and administrative expenses, to related parties | 13,869 | 8,217 | 6,030 |
Interest expense, to related parties | $ 1,331 | $ 370 | $ 1,382 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity / Members' Deficit - USD ($) $ in Thousands | Total | Restricted Stock Units (RSUs) | Car360 | Follow On Public Offering | Carvana Group | Class A Convertible Preferred Stock | Class A Common Stock | Members' Deficit | Preferred StockClass A Convertible Preferred Stock | Common StockClass A Common Stock | Common StockClass A Common StockRestricted Stock Units (RSUs) | Common StockClass A Common StockFollow On Public Offering | Common StockClass B Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCar360 | Additional Paid-in CapitalFollow On Public Offering | Additional Paid-in CapitalCarvana Group | Additional Paid-in CapitalClass A Convertible Preferred Stock | Accumulated Deficit | Non-controlling Interests | Non-controlling InterestsCar360 | Non-controlling InterestsFollow On Public Offering | Non-controlling InterestsClass A Convertible Preferred Stock |
Members' Deficit, beginning of the period at Dec. 31, 2016 | $ (115,961) | ||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net loss | $ (164,316) | ||||||||||||||||||||||
Accretion of beneficial conversion feature on Class A convertible Preferred Stock | (1,237) | ||||||||||||||||||||||
Net loss subsequent to Organizational Transactions | (164,316) | ||||||||||||||||||||||
Adjustments to non-controlling interest / Exchange of LLC Units | $ 3,600 | $ (3,600) | |||||||||||||||||||||
Stockholders' equity, end of the period (in shares) at Dec. 31, 2017 | 100,000 | 18,096,000 | 114,664,000 | ||||||||||||||||||||
Stockholders' equity, end of the period at Dec. 31, 2017 | 279,544 | $ 97,127 | $ 18 | $ 115 | 41,375 | $ (12,899) | 153,808 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net loss | (254,745) | (55,476) | (199,269) | ||||||||||||||||||||
Conversion of convertible securities | (98,507) | $ 5 | 98,502 | ||||||||||||||||||||
Stock issued during the period (in shares) | 200,000 | 327,000 | 6,600,000 | ||||||||||||||||||||
Stock issued during the period, value | $ 9,981 | $ 172,287 | $ 7 | $ 172,280 | $ 9,981 | ||||||||||||||||||
Accretion of beneficial conversion feature on Class A convertible Preferred Stock | (1,380) | $ (1,400) | $ 1,380 | $ (1,380) | |||||||||||||||||||
Preferred dividends | (4,206) | (4,206) | |||||||||||||||||||||
Net loss subsequent to Organizational Transactions | (254,745) | (55,476) | (199,269) | ||||||||||||||||||||
Exchanges of LLC Units (in shares) | (11,331,000) | 10,328,000 | |||||||||||||||||||||
Adjustments to non-controlling interest / Exchange of LLC Units | $ 11 | $ (11) | 15,828 | $ 1,297 | (132,375) | $ (67,972) | (15,828) | $ (1,297) | $ 132,375 | $ 67,972 | |||||||||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | $ 95,179 | $ 95,179 | |||||||||||||||||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis of Carvana Group | (95,179) | (95,179) | |||||||||||||||||||||
Restricted stock surrendered in lieu of withholding taxes (in shares) | (95,000) | ||||||||||||||||||||||
Restricted stock surrendered in lieu of withholding taxes | (2,509) | (2,509) | |||||||||||||||||||||
Options exercised (in shares) | 60,000 | ||||||||||||||||||||||
Options exercised | 795 | 795 | |||||||||||||||||||||
Equity-based compensation | 25,745 | 25,745 | |||||||||||||||||||||
Issuance of Class A common stock related to purchase of asset (in shares) | 10,000 | ||||||||||||||||||||||
Issuance of Class A common stock related to purchase of assets | 536 | 536 | |||||||||||||||||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 100,000 | 5,100,000 | (100,000) | 5,077,000 | |||||||||||||||||||
Contributions of Class A common stock from related party (in shares) | 198,000 | ||||||||||||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes (in shares) | (95,000) | ||||||||||||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (2,509) | (2,509) | |||||||||||||||||||||
Stockholders' equity, end of the period (in shares) at Dec. 31, 2018 | 0 | 41,208,000 | 104,336,000 | ||||||||||||||||||||
Stockholders' equity, end of the period at Dec. 31, 2018 | 227,428 | $ 0 | $ 41 | $ 104 | 147,916 | (68,375) | 147,742 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Net loss | (364,639) | (114,659) | (249,980) | ||||||||||||||||||||
Stock issued during the period (in shares) | 200,000 | 300,000 | 4,830,000 | ||||||||||||||||||||
Stock issued during the period, value | $ 297,611 | $ 5 | 297,606 | ||||||||||||||||||||
Accretion of beneficial conversion feature on Class A convertible Preferred Stock | 0 | ||||||||||||||||||||||
Net loss subsequent to Organizational Transactions | (364,639) | (114,659) | (249,980) | ||||||||||||||||||||
Exchanges of LLC Units (in shares) | (4,321,000) | 3,117,000 | |||||||||||||||||||||
Adjustments to non-controlling interest / Exchange of LLC Units | $ 5 | $ (3) | 4,948 | $ (201,015) | (4,950) | $ 201,015 | |||||||||||||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | 70,252 | 70,252 | |||||||||||||||||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis of Carvana Group | $ (70,252) | $ (70,252) | |||||||||||||||||||||
Restricted stock surrendered in lieu of withholding taxes (in shares) | (53,000) | ||||||||||||||||||||||
Restricted stock surrendered in lieu of withholding taxes | (5,830) | (5,830) | |||||||||||||||||||||
Options exercised (in shares) | 104,000 | ||||||||||||||||||||||
Options exercised | 1,696 | 1,696 | |||||||||||||||||||||
Equity-based compensation | 35,673 | 35,673 | |||||||||||||||||||||
Contributions of Class A common stock from related party (in shares) | 203,000 | ||||||||||||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes (in shares) | (53,000) | ||||||||||||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (5,830) | (5,830) | |||||||||||||||||||||
Stockholders' equity, end of the period (in shares) at Dec. 31, 2019 | 0 | 50,507,000 | 101,219,000 | ||||||||||||||||||||
Stockholders' equity, end of the period at Dec. 31, 2019 | $ 191,939 | $ 0 | $ 51 | $ 101 | $ 280,994 | $ (183,034) | $ 93,827 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Cash Flows from Operating Activities: | ||||
Net loss | $ (364,639) | $ (254,745) | $ (164,316) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization expense | 41,265 | 23,539 | 11,568 | |
Loss on disposal of property and equipment | 1,714 | 575 | 958 | |
Provision for bad debt and valuation allowance | 11,922 | 1,917 | 1,375 | |
Gain on loan sales | (137,301) | (51,729) | (21,697) | |
Equity-based compensation expense | 33,063 | 24,095 | 5,611 | |
Amortization and write-off of debt issuance costs and bond premium | 5,541 | 2,305 | 1,646 | |
Originations of finance receivables | (2,625,351) | (1,259,539) | (529,153) | |
Proceeds from sale of finance receivables, net | 2,643,912 | 1,633,519 | 527,265 | |
Purchase of finance receivables | (161,781) | (387,445) | 0 | |
Principal payments received on finance receivables held for sale | 85,017 | 0 | 0 | |
Unrealized loss on beneficial interest in securitization | 964 | 0 | 0 | |
Changes in assets and liabilities: | ||||
Accounts receivable | (9,741) | (19,212) | (8,715) | |
Vehicle inventory | (344,861) | (183,068) | (40,839) | |
Other assets | (32,619) | (12,249) | (7,624) | |
Accounts payable and accrued liabilities | 97,912 | 68,550 | 16,904 | |
Operating lease right-of-use assets | (46,928) | |||
Operating lease liabilities | 45,195 | |||
Other liabilities | (418) | (853) | 7,093 | |
Net cash used in operating activities | (757,134) | (414,340) | (199,924) | |
Cash Flows from Investing Activities: | ||||
Purchases of property and equipment, including $6,282 in 2019 from related parties | [1] | (230,538) | (143,668) | (78,490) |
Principal payments received on beneficial interests in securitizations | 2,799 | 0 | 0 | |
Business acquisitions, net of cash acquired | 0 | (6,670) | 0 | |
Net cash used in investing activities | (227,739) | (150,338) | (78,490) | |
Cash Flows from Financing Activities: | ||||
Proceeds from short-term revolving facilities | 4,485,917 | 1,848,051 | 949,144 | |
Payments on short-term revolving facilities | (4,219,415) | (1,899,880) | (865,665) | |
Proceeds from issuance of long-term debt, including $25,000(1) in 2018 from related parties | [1] | 481,772 | 399,063 | 32,698 |
Payments on long-term debt | (15,683) | (35,522) | (2,259) | |
Payments of debt issuance costs, including $1,000 in 2017 to related parties | (11,445) | (11,390) | (2,055) | |
Net proceeds from issuance of Class A common stock | 297,611 | 172,287 | 206,198 | |
Net proceeds from issuance of Class A Convertible Preferred Stock | 0 | (12) | ||
Net proceeds from issuance of Class A Convertible Preferred Stock | 98,682 | |||
Proceeds from exercise of stock options | 1,696 | 795 | 48 | |
Tax withholdings related to restricted stock units and awards | (5,830) | (2,509) | (704) | |
Net cash provided by financing activities | 1,014,623 | 466,264 | 416,087 | |
Net increase (decrease) in cash and cash equivalents | 29,750 | (98,414) | 137,673 | |
Cash, cash equivalents, and restricted cash at beginning of period | 88,709 | 187,123 | 49,450 | |
Cash, cash equivalents, and restricted cash at end of period | 118,459 | 88,709 | 187,123 | |
Net proceeds from issuance of Class A Convertible Preferred Stock | 98,682 | |||
Class A Convertible Preferred Stock | ||||
Cash Flows from Financing Activities: | ||||
Dividends paid on Class A Convertible Preferred Stock | 0 | (4,619) | 0 | |
Verde Investments, Inc. | ||||
Cash Flows from Financing Activities: | ||||
Proceeds from short-term revolving facilities | 0 | 0 | 35,000 | |
Payments on short-term revolving facilities | $ 0 | $ 0 | $ (35,000) | |
[1] | A related party initially acquired $25.0 million of the senior unsecured notes during the year ended December 31, 2018, of which it subsequently disposed of $10.0 million, and held $15.0 million as of both December 31, 2019 and December 31, 2018. |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Purchases of property and equipment, from related parties | [1] | $ (230,538) | $ (143,668) | $ (78,490) |
Proceeds from issuance of long-term debt, from related parties | [1] | 481,772 | 399,063 | 32,698 |
Payments of debt issuance costs, to related parties | (11,445) | (11,390) | (2,055) | |
Senior Notes | Ernest Garcia, II | Related Party Borrowing | ||||
Repayments of related party debt | 10,000 | |||
Due to related parties | 15,000 | 15,000 | ||
Related Party | ||||
Purchases of property and equipment, from related parties | (6,282) | |||
Proceeds from issuance of long-term debt, from related parties | 0 | 25,000 | 0 | |
Payments of debt issuance costs, to related parties | $ 0 | $ 0 | $ (1,000) | |
[1] | A related party initially acquired $25.0 million of the senior unsecured notes during the year ended December 31, 2018, of which it subsequently disposed of $10.0 million, and held $15.0 million as of both December 31, 2019 and December 31, 2018. |
Business Organization
Business Organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization | NOTE 1 — BUSINESS ORGANIZATION Description of Business Carvana Co. and its wholly-owned subsidiary Carvana Co. Sub (collectively, "Carvana Co.") together with its consolidated subsidiaries (the "Company") is a leading e-commerce platform for buying and selling used cars. The Company is transforming the used car sales experience by giving consumers what they want - a wide selection, great value and quality, transparent pricing, and a simple, no pressure transaction. Using the website, customers can complete all phases of a used vehicle purchase transaction including financing their purchase, trading in their current vehicle, and purchasing complementary products such as vehicle service contracts ("VSC") and GAP waiver coverage. Each element of the Company's business, from inventory procurement to fulfillment and overall ease of the online transaction, has been built for this singular purpose. Organization and Initial Public Offering Carvana Co. is a holding company that was formed as a Delaware corporation on November 29, 2016, for the purpose of completing an initial public offering ("IPO") and related transactions in order to operate the business of Carvana Group, LLC and its subsidiaries (collectively, "Carvana Group"). Substantially all of the Company’s assets and liabilities represent the assets and liabilities of Carvana Group, except the Company's senior unsecured notes which were issued by Carvana Co. and guaranteed by its and Carvana Group's existing domestic restricted subsidiaries. Carvana Group was formed as a limited liability company by DriveTime Automotive Group, Inc. (together with its subsidiaries and affiliates other than Carvana Group, "DriveTime") and commenced operations in 2012. Prior to November 1, 2014, Carvana Group was a wholly-owned subsidiary of DriveTime. On November 1, 2014 (the "Distribution Date"), DriveTime distributed its member units in Carvana Group to the unit holders of DriveTime on a pro rata basis (the "Distribution"). Carvana Group accounted for the Distribution as a spinoff transaction in accordance with ASC 505-60, Equity - Spinoffs and Reverse Spinoffs and reflected assets and liabilities before and after the Distribution Date at their historical basis. On May 3, 2017, Carvana Co. completed its IPO of 15.0 million shares of Class A common stock at a public offering price of $15.00 per share. Carvana Co. received approximately $205.8 million in proceeds, net of underwriting discounts and commissions and offering expenses, which it used to purchase approximately 18.8 million newly-issued membership interests of Carvana Group at a price per unit equal to 0.8 times the initial public offering price less underwriting discounts and commissions and offering expenses. Also in connection with the IPO, the Company completed the following organizational transactions (the "Organizational Transactions"): • Carvana Group amended and restated its limited liability company operating agreement (the "LLC Agreement") to, among other things, (i) eliminate a class of preferred membership interests, (ii) provide for two classes of common ownership interests in Carvana Group held by the then-existing holders of LLC units, (the "Original LLC Unitholders" and together with any holders of LLC units issued subsequent to the IPO, the "LLC Unitholders") consisting of Class B common units (the "Class B Units") and Class A common units (the "Class A Units"), and (iii) appoint Carvana Co. as the sole manager of Carvana Group; • Carvana Co. amended and restated its certificate of incorporation to authorize (i) 50.0 million shares of Preferred Stock, par value $0.01 per share, (ii) 500.0 million shares of Class A common stock, par value $0.001 per share, and (iii) 125.0 million shares of Class B common stock, par value $0.001 per share. Each share of Class A common stock generally entitles its holder to one vote on all matters to be voted on by stockholders. Each share of Class B common stock held by Ernest Garcia II, Ernest Garcia III and entities controlled by one or both of them (collectively, the "Garcia Parties") generally entitles its holder to ten votes on all matters to be voted on by stockholders. All other shares of Class B common stock generally entitle their holders to one vote per share on all matters to be voted on by stockholders; • Carvana Group converted its outstanding Class C Redeemable Preferred Units into approximately 43.1 million Class A Units; • Carvana Co. issued approximately 117.2 million shares of Class B common stock to holders of Class A Units, on a four-to-five basis with the number of Class A Units they owned, for nominal consideration; and, • Carvana Co. transferred approximately 0.2 million Class A Units to Ernest Garcia II in exchange for his 0.1% ownership interest in Carvana, LLC, a majority-owned subsidiary of Carvana Group. In accordance with the LLC Agreement, Carvana Co. has all management powers over the business and affairs of Carvana Group and conducts, directs and exercises full control over the activities of Carvana Group. Class A Units and Class B Units (the "LLC Units") do not hold voting rights, which results in Carvana Group being considered a variable interest entity ("VIE"). Due to Carvana Co.'s power to control and its significant economic interest in Carvana Group, it is considered the primary beneficiary of the VIE and the Company consolidates the financial results of Carvana Group. As of December 31, 2019, Carvana Co. owned approximately 32.3% of Carvana Group and the LLC Unitholders owned the remaining 67.7%. The Organizational Transactions described above are considered transactions between entities under common control. As a result, the financial statements for periods prior to the IPO and Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes. Follow-On Public Offerings On April 30, 2018, the Company completed a follow-on offering of 6.6 million shares of its Class A common stock at a public offering price of $27.50 per share and received net proceeds from the offering of approximately $172.3 million after underwriting discounts and commissions and offering expenses. The Company used the net proceeds to purchase approximately 8.3 million newly-issued LLC Units in Carvana Group, which used the net proceeds primarily for general corporate purposes. A holder of Class A common stock (the "Selling Stockholder") and certain LLC Unitholders (the "Selling LLC Unitholders") sold a total of approximately 6.1 million shares of Class A common stock as part of the offering. The Selling LLC Unitholders exchanged approximately 6.9 million LLC Units for approximately 5.6 million shares of Class A common stock to be sold in the offering, and to the extent such Selling LLC Unitholder held Class B common stock, the corresponding shares of Class B common stock were immediately retired by the Company. The Company did not receive any proceeds from the sale of the approximately 6.1 million shares of Class A common stock by the Selling Stockholder and the Selling LLC Unitholders. On May 24, 2019, the Company completed a follow-on offering of 4.2 million shares of the Company's Class A common stock at a public offering price of $65.00 per share and received net proceeds from the offering of approximately $258.8 million after underwriting discounts and commissions and offering expenses. As part of the offering, the Company granted the underwriters a 30-day option to purchase all or part of approximately 0.6 million additional shares of Class A common stock. On June 20, 2019, the underwriters exercised their option in full for an additional $38.9 million in proceeds after offering expenses. Convertible Preferred Stock On December 5, 2017, Carvana Co. amended and restated its certificate of incorporation to authorize 100,000 shares of Class A Convertible Preferred Stock, with an initial stated value of $1,000 per share and a par value of $0.01 per share (the "Convertible Preferred Stock") and, effective December 5, 2017, Carvana Group amended its LLC Agreement to, among other things, create a class of convertible preferred units. On December 5, 2017, Carvana Co. sold 100,000 shares of Convertible Preferred Stock for net proceeds of approximately $98.5 million, which it used to purchase 100,000 newly-issued convertible preferred units of Carvana Group (the "Convertible Preferred Units") at a price per unit equal to the initial stated value of the Convertible Preferred Stock less issuance costs. During the year ended December 31, 2018, all 100,000 shares of Convertible Preferred Stock were converted into approximately 5.1 million shares of Class A common stock. Simultaneously, and in connection with these conversions, Carvana Group converted Carvana Co.'s 100,000 Convertible Preferred Units into approximately 6.3 million Class A Units. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). As discussed in Note 1 — Business Organization, Carvana Group is considered a VIE and Carvana Co. consolidates its financial results due to the determination that it is the primary beneficiary. All intercompany balances and transactions have been eliminated. Revisions In connection with the preparation of the Company's consolidated financial statements for the year ended December 31, 2019, the Company reviewed its historical accounting for payments from Carvana Group to Carvana Co. to fund interest on the senior unsecured notes and identified an error associated with the allocation of net loss between Carvana Co. and non-controlling interests. The periods affected by the error are the year ended December 31, 2018 and the first three quarters of 2019. There was no error in the historical accounting associated with determining net loss or net loss before income taxes for those periods. In accordance with SAB No. 99, "Materiality," and SAB No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements," the Company evaluated the errors and determined that the related impact was not material to its financial statements for any prior annual or interim period. Although the Company has determined such error to be immaterial to its prior financial statements, the cumulative effect of the error as of December 31, 2019 would be material if corrected in the fourth quarter of 2019. Therefore, the Company has revised its historical financial statements to properly reflect the allocation of net loss between Carvana Co. and non-controlling interests. The revisions to its consolidated statements of operations for the year ended December 31, 2018 reflect an increase in net loss attributable to non-controlling interests of approximately $6.3 million, a decrease in net loss attributable to Carvana Co. and net loss attributable to Class A common stockholders of approximately $6.3 million, and a decrease in net loss per share of Class A common stock, basic and diluted of $0.21. The Company also revised its consolidated balance sheets and consolidated statements of stockholders’ equity / members' deficit to decrease the accumulated deficit and non-controlling interests by approximately $6.3 million and increase total stockholder’s equity attributable to Carvana Co. by approximately $6.3 million. Additionally, the 2019 quarterly periods will also be revised in connection with the Company's future 2020 unaudited interim condensed consolidated financial statement filings in Quarterly Reports on Form 10-Q. The Company will revise its consolidated statements of operations, for the three month period ended March 31, 2019, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019. The Company will also revise the consolidated balance sheets and consolidated statements of stockholders’ equity at March 31, 2019, June 30, 2019 and September 30, 2019. The amounts of these revisions are included in Note 19 — Selected Quarterly Financial Data (Unaudited). These revisions do not impact the consolidated statements of cash flows. The Company has concluded that the effect of this revision is not material to any of its previously issued financial statements. Liquidity The accompanying consolidated financial statements of the Company have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred losses from inception through December 31, 2019, and expects to incur additional losses in the future. As the Company continues to grow into new markets, build vending machines and inspection and reconditioning centers ("IRCs"), and enhance technology and software development efforts, it may need access to additional capital. Historically, the Company has raised additional equity or debt instruments to fund the expansion; refer to Note 10 — Stockholders' Equity and Note 9 — Debt Instruments. The Company has also funded some of its capital expenditures through long-term financing with lenders and other investors as described in further detail in Note 9 — Debt Instruments. At December 31, 2019, the Company had $137.7 million of committed funds for future construction costs of four IRCs in process as of December 31, 2019. The Company has historically funded vehicle inventory purchases through its Floor Plan Facility and had approximately $434.5 million available under its $950.0 million Floor Plan Facility that the Company may draw against through October 2020 to fund future vehicle inventory purchases as of December 31, 2019, as described further in Note 9 — Debt Instruments. Further, the Company plans to increase the amount and maturity date of financing available to purchase vehicle inventory within the next year by amending its existing Floor Plan Facility or by entering into a new agreement. In the year ended December 31, 2019, the Company commenced a quarterly securitization program for the finance receivables generated within its business. Prior to selling the finance receivables as part of a securitization transaction, the Company funds the finance receivables through Finance Receivable Facilities, as discussed in Note 7 — Finance Receivable Sale Agreements and Note 9 — Debt Instruments. The Company plans to continue selling its finance receivables through the securitization program. Subsequent to December 31, 2019, the Company entered into two new finance receivable facilities, as mentioned in Note 20 — Subsequent Events, with a current capacity of $925.0 million, which the Company can contribute into through July 2021 and February 2022 and which may be increased to an aggregate $1.0 billion with the consent of certain lenders. Management believes that current working capital, results of operations, and expected continued inventory and capital expenditure financing is sufficient to fund operations for at least one year from the financial statement issuance date. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company’s assets and liabilities and the results of operations. Comprehensive Loss During the years ended December 31, 2019, 2018, and 2017, the Company did not have any other comprehensive income and, therefore, the net loss and comprehensive loss were the same for all periods presented. Cash and Cash Equivalents The Company has cash deposits and cash equivalents deposited in or managed by major financial institutions. Cash equivalents include highly liquid investment instruments with original maturities of three months or less, and consist primarily of money market funds. At times the related amounts are in excess of the amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses with these financial institutions and does not believe it represents significant credit risk. Restricted Cash Amounts included in restricted cash represent the deposits required under the Company's short-term revolving facilities as explained in Note 9 — Debt Instruments. During the years ended December 31, 2018 and 2017, amounts held as restricted cash also included amounts required under letter of credit agreements, as explained in Note 16 — Commitments and Contingencies. Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes certain amounts due from customers and their finance providers. The allowance for doubtful accounts is estimated based upon historical experience, current economic conditions, and other factors and is evaluated periodically. The allowance for doubtful accounts was approximately $3.2 million and $0.4 million as of December 31, 2019 and 2018, respectively. Finance Receivables Held for Sale, Net Finance receivables include installment contracts the Company originates to its customers to facilitate vehicle sales. The Company classifies these receivables as held for sale, as it does not intend to hold the finance receivables it originates to maturity. The Company typically sells the finance receivables it originates, as explained in Note 7 — Finance Receivable Sale Agreements and Note 8 — Securitizations and Variable Interest Entities. The Company records a valuation allowance to report finance receivables at the lower of unpaid principal balance or fair value. To determine the fair value of finance receivables the Company utilizes industry-standard modeling, such as discounted cash flow analysis, factoring in the Company’s historical experience, the credit quality of the underlying receivables, loss trends and recovery rates, as well as the overall economic environment. For purposes of determining the valuation allowance, finance receivables are evaluated collectively to determine the allowance as they represent a large group of smaller-balance homogeneous loans. The allowance was approximately $7.3 million and $1.8 million as of December 31, 2019 and 2018, respectively. Principal balances of finance receivables are charged-off when the Company is unable to sell the finance receivable and the related vehicle has been repossessed and liquidated or the receivable has otherwise been deemed uncollectible. The Company has made certain representations related to the sales of finance receivables. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the receivables would be accrued if probable and estimable in accordance with ASC 450, Contingencies . Any such obligations are considered in the Company's determination of the accounting for the transfers of the finance receivables under ASC Topic 860, Transfers and Servicing of Financial Assets. Vehicle Inventory Vehicle inventory consists of used vehicles, primarily acquired at auction and directly from customers. Direct and indirect vehicle reconditioning costs including parts and labor, inbound transportation costs and other incremental overhead costs are capitalized as a component of inventory. Inventory is stated at the lower of cost or net realizable value. Vehicle inventory cost is determined by specific identification. Net realizable value is the estimated selling price less costs to complete, dispose and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent market resources. Each reporting period the Company recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales in the accompanying consolidated statements of operations. Property and Equipment Property and equipment consists of land, buildings and improvements, transportation fleet equipment, software and furniture, fixtures and equipment and is stated at cost less accumulated depreciation and amortization. Repairs and maintenance costs that extend the life or utility of an asset are also capitalized. Ordinary repairs and maintenance are charged to expense as incurred. Costs incurred during construction are capitalized as construction in progress and reclassified to the appropriate fixed asset categories when the project is completed. In addition, interest on borrowings during the active construction period of construction projects is capitalized and depreciated over the estimated useful lives of the related assets. Costs incurred during the preliminary project planning phase are charged to expense as incurred. The Company capitalizes direct costs of materials and services consumed in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Depreciation and amortization are computed using the straight-line method over the lesser of the remaining lease term or the following estimated useful lives: Buildings and improvements 5-30 years Transportation fleet equipment 3-8 years Software 3 years Furniture, fixtures and equipment 3-5 years Management reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company compares the sum of estimated undiscounted future cash flows expected to result from the use of the asset to the carrying value of the asset. When the carrying value of the asset exceeds its estimated undiscounted future cash flows, the Company recognizes an impairment charge for the amount by the which the carrying value of the asset exceeds the fair value of the asset. The Company recorded no impairment charges during the years ended December 31, 2019, 2018, and 2017. See Note 3 — Property and Equipment, Net for additional information on property and equipment. Goodwill and Intangible Assets Intangible assets are recognized and recorded at their acquisition date fair values. Definite-lived intangible assets consist of developed technology, customer relationships, and non-compete agreements and are amortized on a straight-line basis over their estimated useful lives. The Company determined the useful lives of its definite-lived intangible assets based on multiple factors including technological obsolescence, the make-up of the acquired customer base and expected attrition, and the period over which expected cash flows are used to measure the fair value of the intangible asset at acquisition. The Company periodically reassesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Definite-lived intangible assets are tested at least annually or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. No impairment charges related to intangible assets were recognized during the years ended December 31, 2019, 2018, or 2017. Goodwill represents the excess purchase price over the fair value of the net assets acquired. Goodwill is not amortized but is tested at least annually or more frequently when events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has one operating segment, which is its reporting unit; therefore, management analyzes goodwill associated with all of its operations when analyzing for potential impairment. The Company first assesses qualitative factors to determine if it is not more likely than not that the fair value of its reporting unit is less than its carrying amount. No impairment charges related to goodwill were recognized during the years ended December 31, 2019, 2018, or 2017. Leases As discussed below, the Company adopted ASC 842 on January 1, 2019. Under ASC 842, the Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Right-of-use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company assesses whether the lease is an operating or finance lease at its inception. Operating lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. To calculate the present value, the Company uses the implicit rate in the lease when readily determinable. However, most of the Company's leases do not provide an implicit rate and it uses its incremental borrowing rate. The incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, it uses uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate. The operating lease ROU asset is the initial lease liability adjusted for any prepayments, initial indirect costs incurred by the Company, and lease incentives. The Company's operating leases are included in operating lease right-of-use assets, other current liabilities, and operating lease liabilities on the accompanying consolidated balance sheets. The Company's finance leases are included in property and equipment and long-term debt on the accompanying consolidated balance sheets. Securitizations and Variable Interest Entities The Company reviews subsidiaries and affiliates, as well as other entities, to determine if they should be considered VIEs, and whether it should change the consolidation determinations based on changes in their characteristics. The Company considers an entity a VIE if its equity investors own an interest therein that lacks the characteristics of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or if the entity is structured with non-substantive voting interests. A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company evaluates whether it has variable interests in the VIE and if so, if it is the primary beneficiary of the VIE on an ongoing basis. The Company consolidates VIEs when it is deemed to be the primary beneficiary. The Company sponsors asset-backed securitization transactions. These transactions often result in the creation of securitization trusts, which are VIEs. To comply with Regulation RR of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Risk Retention Rules") the Company retains at least a 5% interest in the credit risk of the underlying finance receivables, which it accomplishes by retaining at least a 5% interest in each security issued by the securitization trusts. Typically, this includes notes and certificates, which are presented as beneficial interests in securitizations on the accompanying consolidated balance sheets. Other Assets Other current assets consist of various items, including, among other items, software licenses and subscriptions, prepaid expenses, the estimated reserve for vehicle inventory returns, debt issuance costs on revolving debt instruments, and deposits. Other assets consist of various items, including, among other items, the purchase price adjustment receivable based on the performance of the Company's finance receivables, the receivable related to the excess cash reserves over realized claims of VSCs, deposits and debt issuance costs on revolving debt instruments. Accrued Liabilities Accrued liabilities consist of various items payable within one year, including, among other items, accruals for capital expenditures, sales tax, compensation and benefits, vehicle licenses and fees, interest expense, and advertising expenses. Other Liabilities As of December 31, 2019, other current liabilities primarily consist of the current portion of operating lease liabilities. Other liabilities consist of various items to be recognized beyond one year, including the deferred tax liability associated with acquisitions of intangible assets. As of December 31, 2018, other liabilities also included the long-term portion of deferred rent and the long-term portion of the tenant improvement allowance associated with the Company's corporate headquarters. Revenue Recognition The Company recognizes revenue in accordance with the five-step model prescribed by ASC 606 that includes: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied. Used Vehicle Sales The Company sells used vehicles directly to its customers through its website. The prices of used vehicles are set forth in the customer contracts at stand-alone selling prices which are agreed upon prior to delivery. The Company satisfies its performance obligation for used vehicle sales upon delivery when the transfer of title, risks and rewards of ownership, and control pass to the customer. The Company recognizes revenue at the agreed upon purchase price stated in the contract, including any delivery charges, less an estimate for returns. Estimates for returns are based on an analysis of historical experience, trends and sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. The amount of consideration received for used vehicle sales includes noncash consideration representing the value of trade-in vehicles, if applicable, as stated in the contract. Prior to the delivery of the vehicle, the payment is received or financing has been arranged. Payments from customers that finance their purchases with third parties are typically due and collected within 30 days of delivery of the used vehicle. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. Wholesale Vehicle Sales The Company sells vehicles to wholesalers. These vehicles sold to wholesalers are primarily acquired from customers that do not meet the Company’s quality standards to list and sell through its website. The Company satisfies its performance obligation for wholesale vehicle sales when the wholesale purchaser obtains control of the underlying vehicle, which is upon delivery when the transfer of title, risks and rewards of ownership, and control pass to the customer. The Company recognizes revenue at the amount it expects to receive for the used vehicle, which is the fixed price determined at the auction. The purchase price of the wholesale vehicle is typically due and collected within 30 days of delivery of the wholesale vehicle. Other Sales and Revenues Other sales and revenues include gains on the sales of finance receivables, commissions on vehicle service contracts ("VSCs"), GAP waiver coverage, commissions on GAP waiver coverage, and interest income received on finance receivables prior to selling them to investors. Customers purchasing used vehicles from the Company may enter into contracts for VSCs and, if they finance with the Company, GAP waiver coverage. The prices of VSCs and GAP waiver coverage are set forth in each contract. The Company sells and receives a commission on VSCs under a master dealer agreement with DriveTime, pursuant to which the Company sells VSCs that DriveTime administers and is the obligor. The Company receives a commission on GAP waiver coverage contracts where the administrator of the contract is obligated to reimburse the holder of the underlying finance receivable for a balance that is in excess of the value of the financed vehicle in the event of a total loss. The Company recognizes commission revenue at the time of sale, net of a reserve for estimated contract cancellations. GAP waiver coverage contracts administered by DriveTime obligate whoever holds the underlying finance receivable to not attempt collection of a balance that is in excess of the value of the financed vehicle in the event of a total loss. DriveTime GAP waiver coverage is recognized as the performance obligation is satisfied over the period of coverage, generally on a straight-line basis over the expected period the outstanding balance of the related finance receivable will exceed the value of the financed vehicle, less a reserve for cancellations. Upon selling the corresponding finance receivable, the Company recognizes any remaining deferred revenue. The reserve for cancellations of VSCs and GAP waiver coverage contracts is estimated based upon historical experience and recent trends and is reflected as a reduction of other sales and revenues. Changes in these estimates are reflected as an adjustment to other sales and revenues in the period identified. Under the master dealer agreement with DriveTime, the Company is also contractually entitled to receive profit-sharing revenues based on the performance of the VSCs once a required claims period has passed. This is a form of variable consideration the Company recognizes as revenue to the extent that it is probable that it will not result in a significant revenue reversal. The Company applies the expected value method, utilizing expected VSC performance based on historical claims and cancellation data from its customers, as well as other qualitative assumptions to estimate the amount it expects to receive. The Company reassesses the estimate each reporting period with any changes reflected as an adjustment to other sales and revenues in the period identified. Profit-sharing payments will begin when the underlying VSCs reach a specified level of claims history. As of December 31, 2019 and 2018, the Company had ending receivables of approximately $6.0 million and $1.9 million, respectively, related to cumulative profit-sharing payments recognized as revenue to which it expects to be entitled. The receivables are included in other assets on the accompanying consolidated balance sheets. The Company accounts for sales of finance receivables in accordance with ASC Topic 860, Transfers and Servicing of Financial Assets ("ASC 860"). ASC 860 states that a transfer of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset in which the transferor surrenders control over those financial assets is accounted for as a sale only if all of the following conditions are met: • The transferred financial assets have been isolated from the transferor - put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership. • Each transferee has the right to pledge or exchange the assets (or beneficial interests) it received, and no condition both constrains the transferee (or third-party holder of its beneficial interests) from taking advantage of its right to pledge or exchange the asset and provides more than a trivial benefit to the transferor. • The transferor, its consolidated affiliates included in the financial statements being presented or its agents do not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. For the years ended December 31, 2019, 2018, and 2017, all transfers of finance receivables met the requirements for sale treatment. The Company records the gain on the sale of a finance receivable upon receipt of proceeds, in an amount equal to the fair value of the net proceeds received less the carrying amount of the finance receivable. Cost of Sales Cost of sales includes the cost to acquire used vehicles and direct and indirect vehicle reconditioning costs associated with preparing the vehicles for resale. Vehicle reconditioning costs include parts, labor, inbound transportation costs, and other incremental overhead costs, which are allocated to inventory via specific identification and standard costing. Occupancy and labor costs not related to vehicle acquisition or reconditioning, including those incurred in connection with expanding production capacity, are expensed as incurred as a component of selling, general and administrative expense. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Selling, General, and Administrative Expenses Selling, general, and administrative ("SG&A") expenses primarily include compensation and benefits, advertising, depreciation expense, facilities costs, technology expenses, logistics and fulfillment expenses, and other administrative expenses. SG&A expenses exclude the costs related to reconditioning vehicles and inbound transportation, which are included in cost of sales, and payroll costs of employees related to the development of software products for internal use, which are capitalized to software and depreciated over the estimated useful lives of the related assets. Advertising Costs Advertising production costs are expensed the first time the advertising takes place. All other advertising costs are expensed as incurred. Advertising expenses are included in SG&A expenses on the accompanying consolidated statements of operations. Advertising expense was approximately $204.0 million, $111.2 million, and $55.7 million during the years ended December 31, 2019, 2018, and 2017, respectively. Equity-Based Compensation The Company classifies equity-based awards granted in exchange for services as either equity awards or liability awards. The classification of an award as either an equity award or a liability award is generally based upon cash settlement options. Equity awards are measured based on the fair value of the award at the grant date. Liability awards are re-measured to fair value each reporting period. Prior to the adoption of ASU 2018-07, Compensation - Stock Compensation (Topic 718) ("ASU 2018-07"), on January 1, 2019, each reporting period, the Company recognized the change in fair value of awards issued to non-employees as expense. Following adoption of ASU 2018-07, accounting requirements for equity-based awards to nonemployees are aligned with those to employees, including measuring the equity instruments at the grant-date fair value. The Company recognizes equity-based compensation on a straight-line basis over the award’s requisite service period, which is generally the vesting period of the award, less actual forfeitures. No compensation expense is recognized for awards for which participants do not render the requisite services. For equity and liability awards earned based on performance or upon occurrence of a contingent event, when and if the awards will be earned is estimated. If an award is not considered probable of being earned, no amount of equity-based compensation is recognized. If the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. To the extent the estimate of awards considered probable of being earned changes, the amount of equity-based compensation recognized will also change. See Note 12 — Equity-Based Compensation for additional information on equity-based compensation. Shipping and Handling The Company's logistics costs related to transporting its used vehicle inventory include fuel, maintenance, and depreciation related to operating its own transportation fleet and third party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the inspection and reconditioning center are capitalized to inventory and then included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are included in selling, general and administrative expenses in the accompanyin |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 3 — PROPERTY AND EQUIPMENT, NET The following table summarizes property and equipment, net as of December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Land and site improvements $ 98,530 $ 45,702 Buildings and improvements 229,640 123,705 Transportation fleet 110,302 65,760 Software 66,875 36,452 Furniture, fixtures, and equipment 38,123 20,675 Total property and equipment excluding construction in progress 543,470 292,294 Less: accumulated depreciation and amortization on property and equipment (88,795) (44,050) Property and equipment excluding construction in progress, net 454,675 248,244 Construction in progress 88,796 48,595 Property and equipment, net $ 543,471 $ 296,839 Depreciation and amortization expense on property and equipment was approximately $39.6 million, $22.5 million, and $11.6 million for the years ended December 31, 2019, 2018, and 2017, respectively. These amounts primarily relate to selling, general, and administrative activities and are included as a component of selling, general, and administrative expenses in the accompanying consolidated statements of operations. The Company capitalized internal use software costs totaling approximately $31.7 million, $17.4 million, and $11.5 million during the years ended December 31, 2019, 2018, and 2017, respectively, which is included in software and construction in progress in the table above. The Company capitalized approximately $24.7 million, $13.6 million, and $7.9 million during the years ended December 31, 2019, 2018, and 2017, respectively, of payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use. The Company capitalizes interest in connection with various construction projects to build, upgrade, or remodel certain of its facilities. During the years ended December 31, 2019, 2018, and 2017, the Company incurred total interest costs, net of interest income, of approximately $84.2 million, $26.6 million, and $8.6 million, respectively, of which approximately $3.6 million, $1.6 million, and $0.9 million, respectively, were capitalized. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 4 — GOODWILL AND INTANGIBLE ASSETS On April 12, 2018, the Company acquired Car360, Inc. ("Car360"), a provider of app-based photo capture technology, for approximately $16.7 million, net of cash acquired of approximately $0.4 million. The purchase price was comprised of approximately $6.7 million cash, net of cash acquired, and approximately 0.5 million Class A Units of Carvana Group, with a fair value of approximately $10.0 million. The purchase price was allocated to net tangible assets of approximately $0.2 million and intangible assets of approximately $9.9 million based on their fair values on the acquisition date and a related deferred tax liability of approximately $2.5 million. The deferred tax liability will amortize over two seven The following table summarizes intangible assets and goodwill related to the Car360 acquisition as of December 31, 2019 and 2018 (in thousands): December 31, Useful Life 2019 2018 Intangible assets: Developed technology 7 years $ 8,642 $ 8,642 Customer relationships 2 years 523 523 Non-compete agreements 5 years 774 774 Intangible assets, acquired cost 9,939 9,939 Less: accumulated amortization (2,707) (1,070) Intangible assets, net $ 7,232 $ 8,869 Goodwill N/A $ 9,353 $ 9,353 Amortization expense was $1.6 million and $1.1 million during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, the remaining weighted-average amortization period for definite-lived intangible assets was approximately 4.9 years. The anticipated annual amortization expense to be recognized in future years as of December 31, 2019 is as follows (in thousands): Expected Future Amortization 2020 $ 1,590 2021 1,389 2022 1,389 2023 1,279 2024 1,235 Thereafter 350 Total $ 7,232 |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities | NOTE 5 — ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES The following table summarizes accounts payable and other accrued liabilities as of December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Accounts payable, including $9,549 and $3,891, respectively, due to related parties $ 63,576 $ 33,032 Sales taxes and vehicle licenses and fees 45,812 27,651 Accrued property and equipment 23,433 7,414 Accrued compensation and benefits 21,726 13,477 Reserve for returns and cancellations 19,721 11,284 Accrued interest expense 15,650 9,206 Accrued advertising costs 11,403 4,398 Customer deposits 6,379 2,890 Other accrued liabilities 26,743 12,063 Total accounts payable and other accrued liabilities $ 234,443 $ 121,415 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS Lease Agreements In November 2014, the Company and DriveTime entered into a lease agreement that governs the Company’s access to and utilization of temporary storage, reconditioning, offices and parking space at various DriveTime facilities (the "DriveTime Lease Agreement"). The DriveTime Lease Agreement was most recently amended in December 2018. Lease duration varies by location with cancellable terms, provided 60 days' prior written notice is given, expiring between 2021 and 2024. Most of the facilities allow the Company to exercise up to two consecutive one In March 2017, the Company and DriveTime entered into a lease agreement that governs the Company's access to and utilization of office and parking space at various DriveTime facilities (the "DriveTime Hub Lease Agreement"). The DriveTime Hub Lease Agreement was most recently amended in December 2018. Lease expiration varies by location with most having cancellable terms, provided 60 days' prior written notice is given, expiring in 2021 and the Company having the right to exercise up to two consecutive one The DriveTime Lease Agreement and the DriveTime Hub Lease Agreement both have non-cancellable lease terms of less than twelve At all locations, the Company is additionally responsible for paying for any tenant improvements it requires to conduct its operations and its share of estimated costs incurred by DriveTime related to preparing these sites for use. Management has determined that the costs allocated to the Company are based on a reasonable methodology. In December 2016, the Company entered into a lease agreement related to an IRC in Tolleson, Arizona, with Verde Investments, Inc., an affiliate of DriveTime ("Verde"), with an initial term of approximately 15 years. In August 2018, the Company entered into an additional lease agreement with a coterminous initial term with Verde for contiguous space to that IRC. The lease agreements require monthly rental payments and can each be extended for four additional five In February 2017, the Company entered into a lease agreement with DriveTime for sole occupancy of a fully operational IRC in Winder, Georgia, where the Company previously maintained partial occupancy. The lease has an initial term of eight five In November 2018, the Company entered into a lease agreement with DriveTime for access to and utilization of a fully operational IRC near Cleveland, Ohio. DriveTime vacated the facility in February 2019, at which point the Company became the sole occupant and began leasing the full facility from DriveTime. The lease has an initial term of three Expenses related to these operating lease agreements are allocated based on usage to inventory and selling, general and administrative expenses in the accompanying consolidated balance sheets and statements of operations. Costs allocated to inventory are recognized as cost of sales when the inventory is sold. During the year ended December 31, 2019, total costs related to these operating lease agreements, including those noted above, were approximately $7.9 million with approximately $3.3 million and $4.6 million allocated to each of inventory and selling, general, and administrative expenses, respectively. During the year ended December 31, 2018, total costs related to these operating lease agreements were approximately $8.8 million with approximately $4.4 million allocated to each of inventory and selling, general, and administrative expenses. During the year ended December 31, 2017, total costs related to these operating lease agreements were approximately $7.2 million with approximately $2.8 million and $4.4 million allocated to inventory and selling, general, and administrative expenses, respectively. In February 2019, the Company entered into an agreement to assume a lease of an IRC near Nashville, Tennessee that DriveTime leased from an unrelated landlord. The Company became the sole occupant in April 2019. The lease expires in four years, subject to the ability to exercise three renewal options of five During 2019, the Company purchased certain leasehold improvements and equipment from DriveTime at facilities the Company previously shared with them for DriveTime's net book value of approximately $6.3 million. Corporate Office Leases During the first quarter of 2017, the Company subleased additional office space at DriveTime’s corporate headquarters in Tempe, Arizona. Pursuant to this arrangement, the Company incurred rent of approximately $0.1 million during the year ended December 31, 2017. This arrangement terminated in March 2017. In September 2016, the Company entered into a lease for the second floor of its corporate headquarters in Tempe, Arizona. DriveTime guaranteed up to $0.5 million of the Company's rent payments under that lease through September 2019. In connection with that lease, the Company entered into a sublease with DriveTime for the use of the first floor of the same building. The lease and sublease each have a term of 83 months, subject to the right to exercise three five In December 2019, Verde purchased an office building in Tempe, Arizona that the Company leased from an unrelated party prior to Verde's purchase. In connection with the purchase, Verde assumed that lease. The lease has an initial term of ten years, subject to the right to exercise two five Master Dealer Agreement In December 2016, the Company entered into a master dealer agreement with DriveTime (the "Master Dealer Agreement"), pursuant to which the Company may sell VSCs to customers purchasing a vehicle from the Company. The Company earns a commission on each VSC sold to its customers and DriveTime is obligated by and subsequently administers the VSCs. The Company collects the retail purchase price of the VSCs from its customers and remits the purchase price net of commission to DriveTime. During the years ended December 31, 2019, 2018, and 2017, the Company recognized approximately $55.6 million, $23.7 million, and $8.9 million, respectively, of commissions earned on VSCs sold to its customers and administered by DriveTime, net of a reserve for estimated contract cancellations. The commission earned on the sale of these VSCs is included in other sales and revenues in the accompanying consolidated statements of operations. In November 2018, the Company amended the Master Dealer Agreement to allow the Company to receive payments for excess reserves based on the performance of the VSCs versus the reserves held by the VSC administrator, once a required claims period for such VSCs has passed. During the years ended December 31, 2019, 2018, and 2017, the Company recognized approximately $4.1 million, $1.9 million, and $0.0 million, respectively, related to payments for excess reserves to which it expects to be entitled, which is included in other sales and revenues in the accompanying consolidated statements of operations. Beginning in 2017, DriveTime also administers a portion of the Company's GAP waiver coverage and the limited warranty provided to all customers under the Master Dealer Agreement. The Company pays a per-contract fee to DriveTime to administer a portion of the GAP waiver coverage it sells to its customers and a per-vehicle fee to DriveTime to administer the limited warranty included with every purchase. The Company incurred approximately $4.3 million, $2.2 million, and $0.6 million during the years ended December 31, 2019, 2018, and 2017, respectively, related to the administration of GAP waiver coverage and limited warranty. As of December 31, 2019, the majority of the Company's GAP waiver coverage sales are administered by an unrelated party. GAP Waiver Insurance Policy During the year ended December 31, 2019, the Company purchased insurance policies from BlueShore Insurance Company ("BlueShore"), an affiliate of DriveTime, for approximately $1.8 million that reimburses the lienholder of finance receivables with GAP waiver coverage for any GAP waiver claims on a defined set of finance receivables that the Company sold in its securitization transactions. This insurance is transferred with the underlying finance receivable. In March 2019, the Company entered into a retrospective profit sharing agreement with BlueShore under which the Company will share in the profits generated from the insurance policies by receiving a portion of the excess of the premium it paid to BlueShore, net of a fee, compared to the amount BlueShore pays out related to the GAP waiver claims. As of December 31, 2019, the Company held a receivable of approximately $0.2 million, which is included in other assets on the accompanying consolidated balance sheets, related to this retrospective profit sharing agreement. Servicing and Administrative Fees DriveTime provides servicing and administrative functions associated with the Company's finance receivables. The Company incurred expenses of approximately $4.2 million, $0.9 million, and $0.2 million for the years ended December 31, 2019, 2018, and 2017, respectively, related to these services. Aircraft Time Sharing Agreement The Company entered into an agreement to share usage of two aircraft owned by Verde and operated by DriveTime in 2015, and the agreement was subsequently amended in 2017. Pursuant to the agreement, the Company agreed to reimburse DriveTime for actual expenses for each of its flights. The original agreement was for 12 months, with perpetual 12-month automatic renewals. Either the Company or DriveTime can terminate the agreement with 30 days’ prior written notice. The Company reimbursed DriveTime approximately $0.5 million during both of the years ended December 31, 2019 and 2018 and approximately $0.4 million during the year ended 2017 under this agreement. Shared Services Agreement with DriveTime In November 2014, the Company and DriveTime entered into a shared services agreement whereby DriveTime provided certain accounting and tax, legal and compliance, information technology, telecommunications, benefits, insurance, real estate, equipment, corporate communications, software and production, and other services to facilitate the transition of these services to the Company on a standalone basis (the "Shared Services Agreement"). The Shared Services Agreement was most recently amended and restated in April 2017 and operates on a year-to-year basis after February 2019, with the Company having the right to terminate any or all services with 30 days' prior written notice and DriveTime having the right to terminate any or all services with 90 days' prior written notice. Charges allocated to the Company were based on the Company’s actual use of the specific services detailed in the Shared Services Agreement. Total expenses related to the Shared Services Agreement were approximately $0.0 million for both of the years ended December 31, 2019 and 2018, and approximately $0.1 million during the year ended December 31, 2017, all of which are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. Accounts Payable Due to Related Party As of December 31, 2019 and 2018, approximately $9.5 million and $3.9 million, respectively, was due to related parties primarily related to the agreements mentioned above, and is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. Senior Unsecured Notes Held by Verde As of both December 31, 2019 and 2018, Verde held $15.0 million of principal of the Company's outstanding senior unsecured notes, which are described further in Note 9 — Debt Instruments. Credit Facility with Verde On February 27, 2017, the Company entered into a credit facility with Verde for an amount up to $50.0 million (the "Verde Credit Facility"). Amounts outstanding accrued interest at a rate of 12.0% per annum. Upon execution of the agreement, the Company paid Verde a commitment fee of $1.0 million. In connection with the IPO completed on May 3, 2017, the Company repaid the outstanding principal balance of $35.0 million and accrued interest of approximately $0.4 million in full and the Verde Credit Facility agreement terminated. Contribution Agreements On September 10, 2018, the Company announced a commitment by its Chief Executive Officer, Ernest Garcia III, to contribute shares of the Company's Class A common stock, for each then-current employee from his personal shareholdings to the Company at no charge (the "Share Contributions"). His contributions funded equity awards of 165 restricted stock units to each of the Company's then-current employees upon their satisfying certain employment tenure requirements (the "100k Milestone Gift"). The Company entered into certain contribution agreements related to his commitment in order to effect the transfer of shares from Mr. Garcia to the Company. The Company does not expect Mr. Garcia to incur any tax obligations related to the Share Contributions, but pursuant to a series of Contribution Agreements, it has indemnified Mr. Garcia from any such obligations that may arise. See Note 10 — Stockholders' Equity and Note 12 — Equity-Based Compensation for further discussion. As of December 31, 2019, Mr. Garcia's commitment related to the 100k Milestone Gift has been fulfilled. IP License Agreement In February 2017, the Company entered into a license agreement that governs the rights of certain intellectual property owned by the Company and the rights of certain intellectual property owned by DriveTime. The license agreement, which was amended and restated in April 2017, generally provides that each party grants to the other certain limited exclusive (other than with respect to the licensor party and its affiliates) and non-exclusive licenses to use certain of its intellectual property, and each party agrees to certain covenants not to sue the other party, its affiliates, and certain of its service providers in connection with various patent claims. The exclusive license to DriveTime is limited to the business that is primarily of subprime used car sales to retail customers. However, upon a change of control of either party, both parties’ license rights as to certain future improvements to licensed intellectual property and all limited exclusivity rights are terminated. The agreement does not provide a license to any of the Company's patents, trademarks, logos, customers’ personally identifiable information or any intellectual property related to the Company's vending machines, automated vehicle photography, or certain other elements of the Company's brand. |
Finance Receivable Sale Agreeme
Finance Receivable Sale Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Transfers and Servicing [Abstract] | |
Finance Receivable Sale Agreements | NOTE 7 — FINANCE RECEIVABLE SALE AGREEMENTS In December 2016, the Company entered into a master purchase and sale agreement (the "Master Purchase and Sale Agreement" or "MPSA") and a master transfer agreement (the "2016 Master Transfer Agreement") pursuant to which it sells finance receivables meeting certain underwriting criteria to certain financing partners, including Ally Bank and Ally Financial (the "Ally Parties"). Through November 2017 under the Purchase and Sale Agreement and the 2016 Master Transfer Agreement, the Company could sell up to an aggregate of $375.0 million, and $292.2 million, respectively, in principal balances of finance receivables subject to adjustment as described in the respective agreements. On November 3, 2017, the Company amended its MPSA to increase the aggregate amount of principal balances of finance receivables it can sell from $375.0 million to $1.5 billion. On November 2, 2018, the Company amended the MPSA to, among other things and subject to the terms of the agreement, commit the purchaser to purchase up to a maximum of $1.25 billion of principal balances of finance receivables after the amendment date. Subsequently, on April 19, 2019, the Company amended the MPSA to, among other things and subject to the terms of the agreement, commit the purchaser to purchase up to a maximum of $1.0 billion of principal balances of finance receivables after the amendment date. During the years ended December 31, 2019 and 2018, the Company sold approximately $418.8 million and $733.4 million, respectively, in principal balances of finance receivables under the MPSA and had approximately $658.3 million of unused capacity as of December 31, 2019. On November 3, 2017, the Company terminated the remaining capacity under the 2016 Master Transfer Agreement and replaced this facility by entering into a new master transfer agreement (the "2017 Master Transfer Agreement") with a purchaser trust (the "2017 Purchaser Trust") under which the trust committed to purchase up to an aggregate of approximately $357.1 million in principal balances of finance receivables. On November 2, 2018, the Company amended the 2017 Master Transfer Agreement to, among other things and subject to the terms of the agreement, increase and extend the trust's commitment to purchase finance receivables from the Company. On August 7, 2018, in connection with a refinancing transaction discussed further below, the Company purchased finance receivables it had previously sold under the 2017 Master Transfer Agreement and simultaneously entered into a transfer agreement with a purchaser trust under which the trust immediately purchased such finance receivables from the Company. On December 21, 2018, the Company entered into a transfer agreement with a purchaser trust under which the trust purchased principal balances of finance receivables from the Company, a portion of which were related to a refinancing transaction, discussed further below (the "2018 Transfer Agreement"). On May 7, 2019, the Company purchased the certificate of the 2017 Purchaser Trust for $34.0 million, net of cash acquired. At the time of acquisition the trust assets included $139.7 million of finance receivables that the Company had previously sold to the trust under the 2017 Master Transfer Agreement, and its liabilities included $105.7 million in associated debt and other liabilities. In connection with the certificate purchase, the Company and Ally Bank entered into an Amended and Restated Loan and Security Agreement (the "A&R Loan and Security Agreement") pursuant to which Ally Bank agreed to provide a $350.0 million revolving credit facility (the "SART 2017-1 Credit Facility") to fund certain automotive finance receivables originated by the Company, as further described in Note 9 — Debt Instruments. During the year ended December 31, 2019, prior to the acquisition of the certificate in the trust, the Company sold approximately $139.3 million in principal balances of finance receivables under the 2017 Master Transfer Agreement. During the year ended December 31, 2018, the Company sold approximately $348.8 million in principal balances of finance receivables under the 2017 Master Transfer Agreement, and approximately $115.0 million in principal balances of finance receivables under the 2018 Transfer Agreement, excluding those that were part of the refinancing transactions described below. During the year ended December 31, 2019, prior to the certificate purchase, the Company also purchased finance receivables that it previously sold to the purchaser trust under the 2017 Master Transfer Agreement for a total price of approximately $127.7 million and immediately resold such finance receivables into a securitization transaction, which is described further in Note 8 — Securitizations and Variable Interest Entities. This transaction was entered into in connection with the securitization transaction and was entered into independently from the terms of the 2017 Master Transfer Agreement. The total gain related to finance receivables sold to financing partners under the MPSA, the 2016 Master Transfer Agreement, the 2017 Master Transfer Agreement, and to investors in securitization transactions discussed in Note 8 — Securitizations and Variable Interest Entities was approximately $137.3 million, $51.7 million, and $21.7 million during the years ended December 31, 2019, 2018, and 2017, respectively, which is included in other sales and revenues in the accompanying consolidated statements of operations. |
Securitizations and Variable In
Securitizations and Variable Interest Entities | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Securitizations and Variable Interest Entities | NOTE 8 — SECURITIZATIONS AND VARIABLE INTEREST ENTITIES Beginning in 2019, the Company sponsors and establishes securitization trusts to purchase finance receivables from the Company. The securitization trusts issue asset-backed securities, which are collateralized by the finance receivables that the Company sells to the securitization trusts. Upon transfer of the finance receivables to the securitization trusts, the Company recognizes a gain or loss on sales of finance receivables. The net proceeds from the sales are the fair value of the assets obtained as part of the transactions and typically include cash and at least 5% of the beneficial interests issued by the securitization trusts to comply with Risk Retention Rules. The beneficial interests retained by the Company include but are not limited to rated notes and certificates of the securitization trusts. The holders of the certificates issued by the securitization trusts have rights to cash flows only after the holders of the notes issued by the securitization trusts have received their contractual cash flows. The securitization trusts have no direct recourse to the Company’s assets, and holders of the securities issued by the securitization trusts can look only to the assets of the securitization trusts that issued their securities for payment. The beneficial interests held by the Company are subject principally to the credit and prepayment risk stemming from the underlying finance receivables. As described in Note 2 — Summary of Significant Accounting Policies, the securitization trusts established in connection with asset-backed securitization transactions are VIEs. For each VIE that the Company establishes in its role as sponsor of securitization transactions, it performs an analysis to determine whether or not it is the primary beneficiary of the VIE. The Company’s continuing involvement with the VIEs consists of retaining a portion of the securities issued by the VIEs and performing ministerial duties as the trust administrator. As of December 31, 2019, the Company is not the primary beneficiary of these securitization trusts because its retained interests in the VIEs do not have exposures to losses or benefits that could potentially be significant to the VIEs. The Company does not consolidate the securitization trusts. The assets the Company retains in the unconsolidated VIEs are presented as beneficial interests in securitizations on the accompanying consolidated balance sheets, which as of December 31, 2019 were approximately $98.8 million. The Company held no other assets or liabilities related to its involvement with unconsolidated VIEs as of December 31, 2019. The following table summarizes the carrying value and total exposure to losses of its assets related to unconsolidated VIEs with which the Company has continuing involvement, but is not the primary beneficiary at December 31, 2019. Total exposure represents the estimated loss the Company would incur under severe, hypothetical circumstances, such as if the value of the interests in the securitization trusts and any associated collateral declined to zero. The Company believes the possibility of this is remote. As such, the total exposure presented below is not an indication of the Company's expected losses. Carrying Value Total Exposure (in thousands) Rated notes $ 85,234 $ 85,234 Certificates and other assets 13,546 13,546 Total unconsolidated VIEs $ 98,780 $ 98,780 The beneficial interests in securitizations are considered securities available for sale subject to restrictions on transfer pursuant to the Company’s obligations as a sponsor under Risk Retention Rules. These securities are interests in securitization trusts, thus there are no contractual maturities. The amortized cost and fair value of securities available for sale as of December 31, 2019 were as follows (in thousands): Amortized Cost Fair Value Rated notes $ 84,983 $ 85,234 Certificates and other assets 13,456 13,546 Total securities available for sale $ 98,439 $ 98,780 |
Debt Instruments
Debt Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Instruments | NOTE 9 — DEBT INSTRUMENTS Debt instruments, excluding finance leases, which are discussed in Note 15 — Leases, as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, 2019 2018 Asset-Based Financing: Floor Plan Facility $ 515,487 $ 196,963 Finance Receivable Facilities 53,353 — Financing of beneficial interests in securitizations 84,982 — Notes payable 31,757 33,015 Real estate financing 177,221 44,956 Total asset-based financing 862,800 274,934 Senior Notes (1) 600,000 350,000 Total debt 1,462,800 624,934 Less: current portion (606,644) (208,096) Less: unamortized premium and debt issuance costs (2) (13,642) (7,643) Total long-term debt, net $ 842,514 $ 409,195 (1) As of both December 31, 2019 and 2018, Verde held $15.0 million of the Senior Notes. (2) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other current assets and other assets on the accompanying consolidated balance sheets. The unamortized premium is presented as an increase to the carrying amount of the Senior Notes on the accompanying consolidated balance sheets. Short-Term Revolving Facilities Floor Plan Facility The Company has a floor plan facility with a lender to finance its used vehicle inventory, which is secured by substantially all of its assets, other than the Company's interests in real property (the "Floor Plan Facility"). The facility has a maturity date of October 31, 2020 and requires monthly interest payments on borrowings under the Floor Plan Facility. The Company most recently amended the Floor Plan Facility in November 2019 to, among other things, increase the available capacity to $950.0 million from $650.0 million, adding flexibility to acquire more vehicles from customers. The annual interest rate was reduced to one-month LIBOR plus 3.15% if the average outstanding balance on the Floor Plan Facility in the previous calendar month is greater than $500.0 million and otherwise remains unchanged from one-month LIBOR plus 3.40%. The amendment also requires that at least 7.5% of the total principal amount owed to the lender is held as restricted cash, a change from 5%. Repayment in an amount equal to the amount of the advance or loan must be made within five MPSA or the Finance Receivable Facilities (as defined below), the lender has extended repayment to the earlier of fifteen one fifteen two As of December 31, 2019, the interest rate on the Floor Plan Facility was approximately 4.91%, the Company had an outstanding balance under this facility of approximately $515.5 million, unused capacity of approximately $434.5 million, and held approximately $38.7 million in restricted cash related to this facility. As of December 31, 2018, the interest rate on the Floor Plan Facility was 5.90%, the Company had an outstanding balance of approximately $197.0 million, and held approximately $9.8 million in restricted cash related to this facility. Finance Receivable Facilities In April 2019, the Company and Ally Bank entered in a Loan and Security Agreement pursuant to which Ally Bank agreed to provide a $300.0 million revolving credit facility (the "DART I Credit Facility") to fund certain automotive finance receivables originated by the Company. The Company can draw upon the DART I Credit Facility until April 17, 2020, and it has an annual interest rate of one-month LIBOR plus a spread ranging from 1.00% to 1.80%. In May 2019, the Company and Ally Bank entered into the A&R Loan and Security Agreement in connection with the $350.0 million SART 2017-1 Credit Facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon the SART 2017-1 Credit Facility until April 17, 2020, and it has an annual interest rate of one-month LIBOR plus 1.95%. The DART I Credit Facility and the SART 2017-1 Credit Facility (collectively, the "Finance Receivable Facilities") each require that at least 2% of the outstanding pledged finance receivables principal balances, plus any undistributed amounts collected on the pledged finance receivables amount, is held as restricted cash. Interest payments on the Finance Receivable Facilities are payable monthly on each draw date. Principal repayments will occur on the fifteenth day of each calendar month in an amount equal to the undistributed receivables collected. The lender will receive repayment in accordance with its respective commitment. Prepayment of the entire aggregate outstanding principal and any accrued unpaid interest through the next draw date is permitted twice per calendar quarter. As of December 31, 2019, the DART I Credit Facility had an interest rate ranging between approximately 2.76% and 3.56% and the SART 2017-1 Credit Facility had an interest rate of approximately 3.71%. The Company had an outstanding balance under the Finance Receivable Facilities of approximately $53.4 million, unused capacity of $596.6 million, and held approximately $3.7 million in restricted cash related to these facilities. Long-Term Debt Senior Unsecured Notes On September 21, 2018, the Company issued an aggregate of $350.0 million in senior unsecured notes due 2023 (the "Existing Notes") under an indenture entered into by and among the Company, each of the guarantors party thereto and U.S. Bank National Association, as trustee (the "Indenture"). On May 24, 2019, the Company issued $250.0 million in aggregate principal amount of additional notes (the "New Notes") under the Indenture, at a 100.5% premium. The Existing Notes and New Notes (together the "Senior Notes") are treated as a single class for all purposes and have the same terms. The Senior Notes accrue interest at a rate of 8.875% per annum, which is payable semi-annually in arrears on April 1 and October 1 of each year beginning April 1, 2019. The Senior Notes mature on October 1, 2023, unless earlier repurchased or redeemed, and are guaranteed by the Company's existing domestic restricted subsidiaries (other than the subsidiaries formed solely for the purpose of facilitating the Company's sales of its finance receivables, if any). The Company may redeem some or all of the Senior Notes on or after October 1, 2020 at redemption prices set forth in the Indenture, plus any accrued and unpaid interest to the redemption date. Prior to October 1, 2020, the Company may redeem up to 35.0% of the aggregate principal amount of the Senior Notes at a redemption price equal to 108.875%, together with accrued and unpaid interest to, but not including, the date of redemption, with the net cash proceeds of certain equity offerings. In addition, the Company may, at its option, redeem some or all of the Senior Notes prior to October 1, 2020, by paying a make-whole premium plus any accrued and unpaid interest, to, but not including, the redemption date. If the Company experiences certain change of control events, it must make an offer to purchase all of the Senior Notes at 101.0% of the principal amount thereof, plus any accrued and unpaid interest, to the repurchase date. The Indenture governing the Senior Notes contains restrictive covenants that limit the ability of the Company to, among other things, incur additional debt or issue preferred stock, create new liens, make intercompany payments, pay dividends and make other distributions in respect of the Company's capital stock, redeem or repurchase the Company’s capital stock or prepay subordinated indebtedness, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers or consolidations. Certain of these covenants will be suspended if the Senior Notes are assigned an investment grade rating from any two of Moody’s Investors Service, Inc., Standard & Poor’s Rating Services, and Fitch Ratings, Inc., and there is no continuing default. As of December 31, 2019, the Company was in compliance with all covenants. In connection with the issuance of these Senior Notes, Carvana Group amended its LLC agreement to create a class of non-convertible preferred units, which Carvana Co. purchased with its net proceeds from the issuance of these Senior Notes, as further discussed in Note 10 — Stockholders' Equity. The outstanding principal of the Senior Notes, net of debt issuance costs and including the premium, was approximately $591.1 million and $342.9 million as of December 31, 2019 and December 31, 2018, respectively, of which $15.0 million of principal was held by Verde as of both periods, and is included in long-term debt in the accompanying consolidated balance sheets. Notes Payable The Company has entered into promissory note and disbursement agreements to finance certain equipment for its transportation fleet and building improvements. The assets financed with the proceeds from these notes serve as the collateral for each note and certain security agreements related to these assets have cross collateralization and cross default provisions with respect to one another. Each note has a fixed annual interest rate, a two five Financing of Beneficial Interests in Securitizations In June 2019, the Company entered into a secured borrowing facility through which it finances certain retained beneficial interests in securitizations whereby the Company sells such interests and agrees to repurchase them for their fair value at a stated time of repurchase. As discussed in Note 8 — Securitizations and Variable Interest Entities, the Company has retained certain beneficial interests in securitizations pursuant to the Company’s obligations as a sponsor under Risk Retention Rules. As of December 31, 2019, the Company has pledged approximately $85.0 million of its beneficial interests in securitizations as collateral under the repurchase agreement with expected repurchases ranging from January 2026 to October 2026. The securitization trusts distribute payments related to the Company's pledged beneficial interests in securitizations directly to the lender, which reduces the beneficial interests in securitizations and the related debt balance. Pledged collateral levels are monitored daily and are generally maintained at an agreed-upon percentage of the fair value of the amounts borrowed during the life of the transaction. In the event of a decline in the fair value of the pledged collateral, the repurchase price of the pledged collateral will be increased by the amount of the decline. The outstanding balance of this facility, net of debt issuance costs, was approximately $82.7 million as of December 31, 2019, of which approximately $26.4 million is included in current portion of long-term debt in the accompanying consolidated balance sheets. The following table summarizes the aggregate maturities due in each period for notes payable, Senior Notes, and financing of beneficial interests in securitizations as of December 31, 2019 (in thousands). Maturities related to financing of beneficial interests in securitizations are estimated based on expected timing of payments from the securitization trusts to the lender. 2020 $ 37,804 2021 36,624 2022 23,198 2023 613,347 2024 5,766 Thereafter — Total $ 716,739 Real Estate Financing The Company finances certain purchases and construction of its property and equipment through various sale and leaseback transactions. As of December 31, 2019, none of these transactions have qualified for sale accounting due to meeting the criteria for finance leases, or forms of continuing involvement, such as repurchase options or renewal periods that extend the lease for substantially all of the asset's remaining useful life, and are therefore accounted for as financing transactions. These arrangements require monthly payments and have initial terms of 20 to 25 years. Some of the agreements are subject to renewal options of up to 25 years and some are subject to base rent increases throughout the term. As of December 31, 2019 and 2018, the outstanding liability associated with these sale and leaseback arrangements, net of unamortized debt issuance costs, was approximately $174.7 million and $44.4 million, respectively, and was included in long-term debt in the accompanying consolidated balance sheets. In November 2017, the Company entered into a master sale-leaseback agreement (the "Master Sale-Leaseback Agreement" or "MSLA"), which was amended in November 2018, pursuant to which it may sell and lease back certain of its owned or leased properties and construction improvements. Under the MSLA, at any time the Company may elect to, and beginning in November 2020 or until a property owner of a leased site consents to the sale-leaseback, the purchaser has the right to demand that the Company repurchase one or more properties sold and leased back pursuant to the MSLA for an amount equal to the repurchase price. Repurchase prices are defined in each of the applicable leases and are generally the original purchase prices plus any accrued and unpaid rent. Under the MSLA, the total sales price of properties the Company has sold and is leasing back at any point in time is limited to $75.0 million. By December 31, 2018, the Company repurchased all properties it had previously sold under the MSLA for a price of approximately $28.8 million. As of December 31, 2019, the Company may sell and lease back approximately $75.0 million of its property and equipment under the MSLA. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10 — STOCKHOLDERS' EQUITY Organizational Transactions Immediately prior to the IPO, Carvana Co. amended and restated its certificate of incorporation to, among other things authorize (i) 50.0 million shares of Preferred Stock, par value $0.01 per share, (ii) 500.0 million shares of Class A common stock, par value $0.001 per share, and (iii) 125.0 million shares of Class B common stock, par value $0.001 per share. On December 5, 2017, Carvana Co. amended and restated its certificate of incorporation to authorize 100,000 shares of Convertible Preferred Stock, with an initial stated value of $1,000 per share and a par value of $0.01 per share. Each share of Class A common stock generally entitles its holder to one vote on all matters to be voted on by stockholders. Each share of Class B common stock held by the Garcia Parties generally entitles its holder to ten votes on all matters to be voted on by stockholders, for so long as the Garcia Parties maintain direct or indirect beneficial ownership of at least 25% of the outstanding shares of Carvana Co.'s Class A common stock determined on an as-exchanged basis assuming that all of the Class A Units and Class B Units were exchanged for Class A common stock. All other shares of Class B common stock generally entitle their holders to one vote per share on all matters to be voted on by stockholders. Holders of Class B common stock are not entitled to receive dividends and would not be entitled to receive any distributions upon the liquidation, dissolution or winding down of the Company. Holders of Class A and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law. As described in Note 1 — Business Organization, Carvana Group amended and restated its LLC Agreement to, among other things, provide for two classes of common ownership interests in Carvana Group. Carvana Group’s two remaining classes of common ownership interests are Class A Units and Class B Units. Carvana Co. is required to, at all times, maintain (i) a four-to-five ratio between the number of shares of Class A common stock issued by Carvana Co. and the number of Class A Units owned by Carvana Co. (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities and subject to adjustment as set forth in the exchange agreement (the "Exchange Agreement") further discussed below, and taking into account Carvana Sub’s 0.1% ownership interest in Carvana, LLC) and (ii) a four-to-five ratio between the number of shares of Class B common stock owned by the Original LLC Unitholders and the number of Class A Units owned by the Original LLC Unitholders. The Company may issue shares of Class B common stock only to the extent necessary to maintain these ratios. Shares of Class B common stock are transferable only if an Original LLC Unitholder elects to exchange them, together with 1.25 times as many LLC Units, for consideration from the Company. Such consideration from the Company can be, at the Company's election, either shares of Class A common stock or cash. As of December 31, 2019, there were approximately 189.7 million and 4.9 million Class A Units and Class B Units (as adjusted for the participation thresholds and closing price of Class A common stock on December 31, 2019), respectively, issued and outstanding. As of December 31, 2018, there were approximately 182.3 million and 5.6 million Class A Units and Class B Units (as adjusted for the participation thresholds and closing price of Class A common stock on December 31, 2018), respectively, issued and outstanding. As discussed in Note 12 — Equity-Based Compensation, Class B Units were issued under the Company’s LLC Equity Incentive Plan through the completion of the IPO (the "LLC Equity Incentive Plan"), are subject to a participation threshold, and are earned over the requisite service period. Initial Public Offering As described in Note 1 — Business Organization, on May 3, 2017, Carvana Co. completed its IPO of 15.0 million shares of Class A common stock at a public offering price of $15.00 per share. Carvana Co. received approximately $205.8 million in proceeds, net of underwriting discounts and commissions and offering expenses. Carvana Co. used the proceeds to purchase approximately 18.8 million newly-issued LLC Units of Carvana Group at a price per unit equal to 0.8 times the initial public offering price less underwriting discounts and commissions. In connection with the IPO, Carvana Co. transferred approximately 0.2 million Class A Units to Ernest Garcia II in exchange for his 0.1% ownership interest in Carvana, LLC, a majority-owned subsidiary of Carvana Group. After the transfer Carvana Co. owned approximately 18.6 million Class A Units. The Company incurred approximately $4.9 million of legal, accounting, printing, and other professional fees directly related to the IPO, including $1.3 million incurred during 2016, of which $0.4 million were paid during 2016. Upon completion of the IPO, the total costs incurred for the IPO were charged against additional paid-in capital. Public Equity Offerings On April 30, 2018, the Company completed a follow-on offering of 6.6 million shares of its Class A common stock at a public offering price of $27.50 per share and received net proceeds from the offering of approximately $172.3 million after underwriting discounts and commissions and offering expenses. The Selling Stockholder and the Selling LLC Unitholders sold a total of approximately 6.1 million shares of Class A common stock as part of the offering. The Selling LLC Unitholders exchanged approximately 6.9 million LLC Units for approximately 5.6 million shares of Class A common stock to be sold in the offering, and to the extent such Selling LLC Unitholder held Class B common stock, the corresponding shares of Class B common stock were immediately retired by the Company. The Company did not receive any proceeds from the sale of the approximately 6.1 million shares of Class A common stock by the Selling Stockholder and the Selling LLC Unitholders. On May 24, 2019, the Company completed a follow-on offering of 4.2 million shares of the Company's Class A common stock at a public offering price of $65.00 per share and received net proceeds from the offering of approximately $258.8 million after underwriting discounts and commissions and offering expenses. As part of the offering, the Company granted the underwriters a 30-day option to purchase all or part of approximately 0.6 million additional shares of Class A common stock. On June 20, 2019, the underwriters exercised their option in full for an additional $38.9 million in proceeds after offering expenses. Exchange Agreement Carvana Co. and the LLC Unitholders entered into an Exchange Agreement under which each LLC Unitholder (and certain permitted transferees thereof) may receive shares of the Company's Class A common stock in exchange for their LLC Units on a four-to-five conversion ratio, or cash at the option of the Company, subject to conversion ratio adjustments for stock splits, stock dividends, reclassifications, and similar transactions and subject to vesting for certain Class A Units and subject to vesting and the respective participation threshold for Class B Units. To the extent such owners also hold Class B common stock, they will be required to deliver to Carvana Co. a number of shares of Class B common stock equal to the number of shares of Class A common stock being exchanged for. Any shares of Class B common stock so delivered will be canceled. The number of exchangeable Class B Units is determined based on the value of Carvana Co.'s Class A common stock and the applicable participation threshold. During the years ended December 31, 2019 and December 31, 2018, certain LLC Unitholders exchanged 5.4 million and 14.2 million LLC Units and 3.1 million and 10.3 million shares of Class B common stock for 4.3 million and 11.3 million newly-issued shares of Class A common stock, respectively. Simultaneously, and in connection with these exchanges, Carvana Co. received 5.4 million and 14.2 million LLC Units during the years ended December 31, 2019 and December 31, 2018, respectively, increasing its total ownership interest in Carvana Group, and canceled the exchanged shares of Class B common stock. Class C Redeemable Preferred Units On April 27, 2016, the Company authorized the issuance of and sold approximately 18.3 million Class C Redeemable Preferred Units for approximately $100.0 million to Ernest Garcia II. On July 12, 2016, the Company authorized the issuance of and sold approximately 8.6 million Class C Redeemable Preferred Units to CVAN Holdings, LLC, and approximately 1.7 million Class C Redeemable Preferred Units to GV Auto I, LLC for approximately $50.0 million and $9.7 million, respectively. On December 9, 2016, the Company authorized the issuance of and sold approximately 0.5 million Class C Redeemable Preferred Units to the Fidel Family Trust for approximately $2.7 million. The Company recorded the issuance and sale of Class C Redeemable Preferred Units at fair value, net of issuance costs. In accordance with the Company’s Operating Agreement, the Class C Redeemable Preferred Units accrued a return (the "Class C Return") at a coupon rate of 12.5% compounding annually on the aggregate amount of capital contributions made with respect to the Class C Redeemable Preferred Units. On May 3, 2017, the Company closed its IPO at a price such that the Company is no longer liable for the accrued Class C Return, and the 43.1 million outstanding Class C Redeemable Preferred Units converted to Class A Units on a one-to-one basis and the related balance became a component of permanent equity on the accompanying consolidated balance sheet. Convertible Preferred Stock On December 5, 2017, Carvana Co. sold 100,000 shares of Convertible Preferred Stock for a purchase price of $100.0 million and net proceeds of approximately $98.5 million, which it used to purchase 100,000 Convertible Preferred Units of Carvana Group at a price per unit equal to the initial stated value of the Convertible Preferred Stock less issuance costs. The Convertible Preferred Stock has a par value of $0.01 per share and a liquidation value of $1,000 per share. At the holder's request beginning on January 29, 2018, any or all shares of the Convertible Preferred Stock were convertible into shares of Class A common stock at an initial conversion rate of 50.78 shares of Class A common stock per share of Convertible Preferred Stock. On or after December 5, 2018, the Company had the option to cause all shares of Convertible Preferred Shares to be converted into shares of Class A common stock or cash, at the Company's election, if the 10-day volume-weighted average price equaled or exceeded 150% of the conversion price as set forth in the agreement. In the event Carvana Co. issued any shares of Class A common stock upon conversion of any shares of Convertible Preferred Stock or in connection with any change of control repurchase of shares of Convertible Preferred Stock, a corresponding number of Convertible Preferred Units would be canceled and cease to be outstanding, and Carvana Group would issue Class A Units to Carvana Co. on a four-to-five ratio between the number of shares of Class A common stock issued by Carvana Co. to the holders of the Convertible Preferred Stock and the number of Class A Units issued. During the year ended December 31, 2018, at the holder's request 75,000 shares of Convertible Preferred Stock, and at the Company's election 25,000 shares of Convertible Preferred Stock, were converted into a total of approximately 5.1 million shares of Class A common stock. Simultaneously, and in connection with these conversions, 100,000 Convertible Preferred Units were canceled and Carvana Group issued approximately 6.3 million Class A Units to Carvana Co. The initial conversion price was $19.6945, which was calculated based on a 20.0% premium to the volume weighted average price for Class A common stock during the 5 trading days immediately preceding December 4, 2017. Following announcement of the transaction, the share price of Class A common stock increased and exceeded the conversion price on the commitment date and resulted in a beneficial conversion feature ("BCF") of approximately $2.6 million. The BCF was originally recorded as a reduction of the Convertible Preferred Stock with an offset to additional paid-in capital. The BCF accreted as a deemed dividend through January 29, 2018, the first available conversion date, increasing the carrying value of the Convertible Preferred Stock with an offsetting charge to additional paid-in capital. During the year ended December 31, 2018, the Company recorded approximately $1.4 million in accretion related to the BCF. Upon a change of control, as defined in the agreement, any holder of Convertible Preferred Stock had the option to require the Company (or its successor) to purchase, any or all of its Convertible Preferred Stock at a purchase price per share, payable at the Company’s option in any combination of cash or shares of Class A common stock, of 101% of the liquidation preference, plus all accumulated dividends. Holders of the Convertible Preferred Stock had no voting rights. The Convertible Preferred Stock ranked senior, as to payment of dividends and distributions of assets upon the liquidation, dissolution or winding up of Company, to the Company’s common stock and any shares of capital stock of the Company not expressly ranking senior to or pari passu with the Convertible Preferred Stock, and junior to all shares of capital stock of the Company issued after the issuance of the Convertible Preferred Stock, if the terms of which expressly provided that such shares would rank senior to the Convertible Preferred Stock. The Convertible Preferred Stock accrued dividends at 5.5% per annum of the liquidation preference of $1,000 per share. The dividends were payable in cash quarterly commencing March 15, 2018 so long as the Company had funds legally available and the Board declared a cash dividend payable. The Company could not declare dividends on shares of its common stock or purchase or redeem shares of its common stock, unless all accumulated and unpaid dividends on the Convertible Preferred Stock had been paid in full or a sum for such amounts had been set aside for payment. As the Company declared and paid dividends on the Convertible Preferred Stock, Carvana Group made distributions to Carvana Co. with respect to the Convertible Preferred Units in an amount equal to the related Convertible Preferred Stock dividend amount and any corresponding tax payments. During the year ended December 31, 2018, the Company paid approximately $4.6 million of dividends to the holders of the Convertible Preferred Stock and Carvana Group distributed approximately $4.6 million to Carvana Co. with respect to the Convertible Preferred Units. As of December 31, 2018, there were no outstanding shares of Convertible Preferred Stock and no related accrued dividends. Class A Non-Convertible Preferred Units On October 2, 2018, Carvana Group amended its LLC Agreement to create a class of non-convertible preferred units (the "Class A Non-Convertible Preferred Units"), effective September 21, 2018. The Class A Non-Convertible Preferred Units were created in connection with Carvana Co.'s issuance of the Senior Notes in September 2018 and May 2019, as discussed further in Note 9 — Debt Instruments. Carvana Co. used its net proceeds from the Senior Notes to purchase 600,000 Class A Non-Convertible Preferred Units. In the event Carvana Co. makes payments on the Senior Notes, Carvana Group will make an equal cash distribution, as necessary, to the Class A Non-Convertible Preferred Units. For each $1,000 principal amount of Senior Notes that Carvana Co. repays or otherwise retires, one Class A Non-Convertible Preferred Unit shall be canceled and retired. Contributions of Class A Common Shares From Ernest Garcia III During the years ended December 31, 2019 and 2018, the Company and its Chief Executive Officer, Ernest Garcia III, entered into contribution agreements (the "Contribution Agreements") in connection with the 100k Milestone Gift, as defined in Note 6 — Related Party Transactions. Pursuant to the Contribution Agreements, Mr. Garcia contributed approximately 0.2 million shares during both of the years ended December 31, 2019 and 2018 of the Company's Class A common stock to the Company, at no charge. The Company subsequently granted approximately 0.2 million restricted stock units during both of the |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | NOTE 11 — NON-CONTROLLING INTERESTS As discussed in Note 1 — Business Organization, Carvana Co. consolidates the financial results of Carvana Group and reports a non-controlling interest related to the portion of Carvana Group owned by the LLC Unitholders. Changes in the ownership interest in Carvana Group while Carvana Co. retains its controlling interest will be accounted for as equity transactions. Exchanges of LLC Units result in a change in ownership and reduce the amount recorded as non-controlling interests and increase additional paid-in capital. Upon the issuance of shares of Class A common stock by Carvana Co. related to the Company's equity compensation plans such as the issuance of restricted or non-restricted stock, exercise of options, payment of bonuses in stock or settlement of stock appreciation rights in stock, Carvana Group is required to issue to Carvana Co. a number of Class A Units equal to 1.25 times the number of shares of Class A common stock being issued in connection with the exercise of such options or issuance of other types of equity compensation, subject to adjustment for stock splits, stock dividends, reclassifications, and similar transactions. Activity related to the Company's equity compensation plans may result in a change in ownership which will impact the amount recorded as non-controlling interest and additional paid-in capital. The non-controlling interest related to the Class B Units is determined based on the respective participation thresholds and the share price of Class A common stock on an as-converted basis. To the extent that the number of as-converted Class B Units change or Class B Units are forfeited, the resulting difference in ownership will be accounted for as equity transactions adjusting the non-controlling interest and additional paid-in capital. During the year ended December 31, 2019, the total adjustments related to exchanges of LLC Units was a decrease in non-controlling interests and a corresponding increase in additional paid-in capital of approximately $4.9 million, which has been included in exchanges of LLC Units in the accompanying consolidated statement of stockholders' equity. During the year ended December 31, 2019, Carvana Co. utilized its net proceeds from its equity offering to purchase LLC Units, which resulted in an adjustment to increase non-controlling interests and to decrease additional paid-in capital by approximately $201.0 million, which has been included in adjustment to non-controlling interests related to equity offering in the accompanying consolidated statement of stockholders' equity. During the year ended December 31, 2018, the total adjustments related to exchanges of LLC Units was a decrease in non-controlling interests and a corresponding increase in additional paid-in capital of approximately $15.8 million, which has been included in exchanges of LLC Units in the accompanying consolidated statement of stockholders' equity. During the year ended December 31, 2018, Carvana Co. utilized its net proceeds from its equity offering to purchase LLC Units, which together with the equity offering resulted in an adjustment to increase non-controlling interests and to decrease additional paid-in capital by approximately $132.4 million, which has been included in adjustment to noncontrolling interests related to equity offering in the accompanying consolidated statement of stockholders' equity. During the year ended December 31, 2018, Carvana Group issued approximately 0.5 million Class A Units with a fair value of approximately $10.0 million as part of the purchase price consideration for Car360, which is reflected as an increase in non-controlling interests in the accompanying consolidated statement of stockholders' equity. The adjustment related to the issuance of Class A Units to acquire Car360 was a decrease in non-controlling interests and a corresponding increase in additional paid-in capital of approximately $1.3 million, which has been included in adjustment to non-controlling interests related to business acquisitions in the accompanying consolidated statement of stockholders' equity. During the year ended December 31, 2018, the 100,000 shares of Convertible Preferred Stock converted into approximately 5.1 million shares of Class A common stock, Carvana Co. canceled and retired 100,000 Convertible Preferred Units, and Carvana Group issued approximately 6.3 million Class A Units to Carvana Co. The adjustment related to the conversion of Convertible Preferred Stock was an increase in non-controlling interests and a corresponding decrease in additional paid-in capital of approximately $68.0 million, which has been included in adjustment to non-controlling interests related to conversion of Class A Convertible Preferred Stock in the accompanying consolidated statement of stockholders' equity. During the year ended December 31, 2017, the total adjustments related to exchanges of LLC Units was a decrease in non-controlling interests and a corresponding increase in additional paid-in capital of approximately $3.6 million, which has been included in exchanges of LLC Units in the accompanying consolidated statement of stockholders' equity. During the year ended December 31, 2017, the total adjustments related to equity compensation plan activity, changes in the number of as-converted Class B Units and forfeitures of Class B Units, was a decrease in non-controlling interests and a corresponding increase in additional paid-in capital of approximately $0.3 million, which has been included in adjustments to non-controlling interests in the accompanying consolidated statement of stockholders' equity. As of December 31, 2019, Carvana Co. owned approximately 32.3% of Carvana Group with the LLC Unitholders owning the remaining 67.7%. The net loss attributable to the non-controlling interests on the accompanying consolidated statements of operations represents the portion of the net loss attributable to the economic interest in Carvana Group held by the non-controlling LLC Unitholders calculated based on the weighted average non-controlling interests' ownership during the periods presented. The following table summarizes the effects of changes in ownership in Carvana Group on the Company's equity during the years ended December 31, 2019, 2018, and 2017 (in thousands): For the Years Ended December 31, 2019 2018 2017 Transfers (to) from non-controlling interests: Decrease as a result of issuance of Class A common stock $ (201,015) $ (132,375) $ (174,144) Increase as a result of Carvana Group's issuance of Class A Units in connection with business acquisitions — 1,297 — Increase as a result of exchanges of LLC Units 4,948 15,828 3,631 Decrease as a result of conversion of Class A Convertible Preferred Stock — (67,972) — Increase as a result of adjustments to the non-controlling interests — — 340 Total transfers to non-controlling interests $ (196,067) $ (183,222) $ (170,173) |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | NOTE 12 — EQUITY-BASED COMPENSATION Equity-based compensation is recognized based on amortizing the grant-date fair value on a straight-line basis over the requisite service period, which is generally the vesting period of the award, less actual forfeitures. A summary of equity based compensation recognized during the years ended December 31, 2019, 2018, and 2017 is as follows (in thousands): For the Years Ended December 31, 2019 2018 2017 Class B Units $ 2,361 $ 2,474 $ 1,771 Restricted Stock Units and Awards excluding those granted in relation to the 100k Milestone Gift 13,057 6,897 2,662 Restricted Stock Units granted in relation to the 100k Milestone Gift 12,694 12,120 — Options 5,377 2,357 1,178 Class A Units 2,184 1,897 — Total equity-based compensation 35,673 25,745 5,611 Equity-based compensation capitalized to property and equipment (2,610) (1,650) — Equity-based compensation capitalized to inventory (4,505) (3,776) — Equity-based compensation, net of capitalized amounts $ 28,558 $ 20,319 $ 5,611 During the years ended December 31, 2019, 2018, and 2017 the Company capitalized approximately $2.6 million, $1.7 million, and $0.0 million, respectively, of equity-based compensation to property and equipment related to software development and real estate projects and approximately $4.5 million, $3.8 million, and $0.0 million, respectively, to inventory related to reconditioning and inbound transportation of vehicles. Prior to 2018, amounts capitalized to property and equipment and inventory were immaterial. All other equity-based compensation is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2019, unrecognized equity-based compensation related to outstanding awards and the related weighted-average period over which it is expected to be recognized subsequent to December 31, 2019 is presented in the table below. Total unrecognized equity-based compensation will be adjusted for actual forfeitures. Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) Remaining Weighted-Average Amortization Period (in years) Class B Units $ 2,253 1.9 Restricted Stock Units and Awards 36,136 3.0 Options 13,819 2.8 Class A Units 3,217 2.1 Total unrecognized equity-based compensation $ 55,425 2017 Omnibus Incentive Plan In connection with the IPO, the Company adopted the 2017 Omnibus Incentive Plan (the "2017 Incentive Plan"). Under the 2017 Incentive Plan 14.0 million shares of Class A common stock are available for issuance, which the Company may grant as stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") and other stock-based awards to employees, directors, officers, and consultants. The majority of the Company's equity awards, other than those granted in relation to Mr. Garcia's 100k Milestone Gift, vest over two five Restricted Stock Awards and Restricted Stock Units Restricted stock awards ("RSAs") entitle recipients to vote and to receive all dividends declared with respect to such shares, payable upon vesting. RSAs vest over a period of two five Restricted stock units ("RSUs") do not entitle recipients to vote or receive dividends. RSUs generally vest over a period of one five thirty one RSA and RSU activity during the years ended December 31, 2019, 2018, and 2017 was as follows: Number of RSAs/RSUs (in thousands) Weighted-Average Grant-Date Fair Value Outstanding at January 1, 2017 — n/a Granted 584 $ 17.11 Settled (135) $ 15.91 Forfeited (29) $ 15.06 Outstanding at December 31, 2017 (1) 420 $ 17.63 Granted 791 $ 46.19 Settled (391) $ 42.35 Forfeited (56) $ 21.64 Outstanding at December 31, 2018 (1) 764 $ 34.25 Granted 672 $ 60.91 Settled (461) $ 45.05 Forfeited (47) $ 37.15 Outstanding at December 31, 2019 (1) 928 $ 48.04 (1) All outstanding RSAs and RSUs at December 31, 2019, 2018, and 2017 are nonvested. Non-Qualified Stock Options Non-qualified stock options allow recipients to purchase shares of Class A common stock at a fixed exercise price. The fixed exercise price is equal to the price of a share of Class A common stock at the time of grant. The options typically vest 20% or 25% on the anniversary of the grant date and in equal monthly installments thereafter for a total vesting period of four five ten Stock option activity during the years ended December 31, 2019, 2018, and 2017 was as follows (shares and intrinsic value in thousands): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2017 — Options granted 784 $ 15.58 n/a Options exercised (3) $ 15.00 $ 14 Options forfeited or expired (26) $ 15.00 n/a Outstanding at December 31, 2017 755 $ 15.60 9.5 $ 3,000 Options granted 294 $ 44.81 Options exercised (60) $ 13.26 $ 1,224 Options forfeited or expired (58) $ 16.15 Outstanding at December 31, 2018 931 $ 24.95 8.9 $ 11,306 Options granted 364 $ 37.70 Options exercised (104) $ 16.28 $ 5,388 Options forfeited or expired (44) $ 17.53 Outstanding at December 31, 2019 1,147 $ 30.07 8.3 $ 71,101 Vested and exercisable as of December 31, 2019 338 $ 24.64 7.8 $ 22,784 Expected to vest as of December 31, 2019 809 $ 32.33 8.5 $ 48,317 The Company determined the grant-date fair value of the options granted during the years ended December 31, 2019, 2018, and 2017 using the Black-Scholes valuation model with the following weighted-average assumptions: Years Ended December 31, 2019 2018 2017 Expected volatility (1) 66.7 % 65.5 % 63.0 % Expected dividend yield — % — % — % Expected term (in years) (2) 6.11 6.00 6.27 Risk-free interest rate 2.5 % 3.0 % 2.0 % Weighted-average grant-date fair value per option $23.87 $26.93 $9.18 (1) Measured using the Company's historical data and selected high-growth guideline companies and considering the risk factors that would influence the range of expected volatility because the Company does not have sufficient historical data to provide a reasonable basis upon which to estimate the expected volatility for the entirety of the term. (2) Expected term represents the estimated period of time until an option is exercised and was determined using the simplified method because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Class A Units During the year ended December 31, 2018, the Company granted certain employees approximately 0.4 million Class A Units with service-based vesting over two four or cash at the option of the Company, subject to conversion ratio adjustments for stock splits, stock dividends, reclassifications, and similar transactions and subject to vesting. A summary of the Class A Unit activity for the years ended December 31, 2019 and 2018 is as follows: Class A Units Number of Class A Units (in thousands) Weighted-Average Grant Date Fair Value Outstanding at January 1, 2018 — n/a Granted 393 $ 18.58 Exchanged — n/a Forfeited — n/a Outstanding at December 31, 2018 393 Granted — n/a Exchanged (172) $ 18.58 Forfeited — n/a Outstanding at December 31, 2019 221 Vested as of December 31, 2019 18 $ 18.58 Expected to vest as of December 31, 2019 203 $ 18.58 Class B Units In March 2015, Carvana Group adopted the LLC Equity Incentive Plan. Under the LLC Equity Incentive Plan, Carvana Group could grant Class B Units to eligible employees, non-employee officers, consultants and directors with service vesting conditions. In connection with the completion of the IPO, Carvana Group discontinued the grant of new awards under the LLC Equity Incentive Plan, however the LLC Equity Incentive Plan will continue in connection with administration of existing awards that remain outstanding. The awards granted under the LLC Equity Incentive Plan are earned over the requisite service period, which is typically four five A summary of the Class B Unit activity for the year ended December 31, 2019, 2018, and 2017 is as follows: Class B Units Number of Class B Units (in thousands) Weighted-Average Participation Threshold per Class B Unit Outstanding at January 1, 2017 6,740 $ 1.91 Granted 767 $ 12.00 Exchanged (51) $ 1.81 Forfeited (35) $ 3.48 Outstanding at December 31, 2017 7,421 $ 2.95 Granted — n/a Exchanged (901) $ 0.96 Forfeited (127) $ 10.49 Outstanding at December 31, 2018 6,393 $ 3.08 Granted — n/a Exchanged (1,202) $ 1.17 Forfeited (23) $ 5.23 Outstanding at December 31, 2019 5,168 $ 3.51 Vested as of December 31, 2019 4,416 $ 2.87 Expected to vest as of December 31, 2019 752 $ 7.28 The Company used a third party valuation specialist to assist management in its estimation of the grant-date fair value of the Class B Units on the respective grant dates during 2017. There were no Class B Units granted in 2018 or 2019. As the participation threshold provides a threshold similar to that of an exercise price for a stock option, the Company used option pricing valuation models with the following weighted-average assumptions: For the Year Ended December 31, 2017 Expected volatility (1) 63.0 % Expected dividend yield — % Expected term (in years) (2) 6.3 Risk-free interest rate 1.9 % Weighted-average grant date fair value per Class B Unit $7.04 (1) Measured using selected high-growth guideline companies and considering the risk factors that would influence the range of expected volatility because the Company does not have sufficient historical data to provide a reasonable basis upon which to estimate the expected volatility. (2) In 2017, the expected term represents the estimated period of time until an award is exchanged and was determined using the simplified method because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Company Performance Plan The Company created the Performance Plan on July 25, 2016, whereby the Company was authorized to grant up to 1.0 million performance units (the "Performance Units") to certain employees and consultants. The Performance Units granted were subject to continued employment and were only exercisable upon a qualifying transaction, which included an initial public |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 13 — LOSS PER SHARE Basic and diluted net loss per share is computed by dividing the net loss attributable to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares. For all periods presented, potentially dilutive shares are excluded from diluted net loss per share because they have an anti-dilutive impact. Therefore, basic and diluted net loss per share attributable to Class A common stockholders are the same for all periods presented. As discussed in Note 1 — Business Organization, the Organizational Transactions are considered transactions between entities under common control and the financial statements for periods prior to the IPO and Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes. For purposes of calculating both the numerator and denominator of net loss per share for periods prior to the IPO, the Company has retroactively reflected the 15.0 million shares issued in the IPO and the LLC Units outstanding as of the Organizational Transactions as if they had been issued and outstanding as of the beginning of each period presented. These calculations for periods prior to the IPO do not consider the options or shares of Class A common stock issued on the IPO date under the 2017 Incentive Plan. The following table presents the calculation of basic and diluted net loss per share during the years ended December 31, 2019, 2018, and 2017 (in thousands, except per share data): For the years ended December 31, 2019 2018 2017 Numerator: Net loss $ (364,639) $ (254,745) $ (164,316) Net loss attributable to non-controlling interests (1) 249,980 199,269 146,003 Dividends on Class A convertible preferred stock — (4,206) (413) Accretion of beneficial conversion feature on Class A convertible preferred stock — (1,380) (1,237) Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted (1) $ (114,659) $ (61,062) $ (19,963) Denominator: Weighted-average shares of Class A common stock outstanding 47,079 30,362 15,517 Nonvested weighted-average restricted stock awards (232) (319) (276) Weighted-average shares of Class A common stock to compute basic and diluted net loss per Class A common share 46,847 30,043 15,241 Net loss per share of Class A common stock, basic and diluted (1) $ (2.45) $ (2.03) $ (1.31) (1) The 2018 amounts reflect the revision discussed in Note 2 — Summary of Significant Accounting Policies. Shares of Class B common stock do not share in the losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net loss per share of Class B common stock under the two-class method has not been presented. LLC Units (adjusted for the Exchange Ratio and participation thresholds) are considered potentially dilutive shares of Class A common stock because they are exchangeable into shares of Class A common stock, if the Company elects not to settle exchanges in cash. Weighted-average as-converted shares of Convertible Preferred Stock of approximately 0.0 million, 3.9 million, and 0.4 million for the years ended December 31, 2019, 2018, and 2017, respectively, were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. Weighted-average as-converted Class A Units of approximately 106.6 million, 109.0 million, and 117.0 million together with the related Class B common stock for the years ended December 31, 2019, 2018, and 2017, respectively, were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. Outstanding Class B Units of approximately 5.2 million, 6.4 million, and 7.4 million at December 31, 2019, 2018, and 2017, respectively, were evaluated for potentially dilutive effects and were determined to be anti-dilutive. Weighted-average potentially dilutive restricted stock awards and units of approximately 0.8 million, 0.5 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 — INCOME TAXES As described in Note 1 — Business Organization, as a result of the IPO, Carvana Co. began consolidating the financial results of Carvana Group. Carvana Group is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Carvana Group is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Carvana Group is passed through to and included in the taxable income or loss of its members, including Carvana Co., based on its economic interest held in Carvana Group. Carvana Co. was formed on November 29, 2016 and did not engage in any operations prior to the IPO. Carvana Co. is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of Carvana Group, as well as any stand-alone income or loss generated by Carvana Co. Net loss before income taxes was $364.6 million, $254.7 million, and $164.3 million for the years ended December 31, 2019, 2018, and 2017, respectively. The Company had no income tax expense for the years ended December 31, 2019, 2018, and 2017. A reconciliation of the U.S. federal rate to the Company’s effective income tax rate is as follows (in thousands, except percentages): Year Ended December 31, 2019 2018 2017 Amount Percent Amount Percent Amount Percent Expected U.S. federal income taxes at statutory rate $ (76,574) 21.0 % $ (53,496) 21.0 % $ (57,511) 35.0 % Impact of 2017 Tax Cuts and Jobs Act — — % — — % 9,303 (5.7) % Loss attributable to non-controlling interests 52,496 (14.4) % 41,024 (16.1) % 52,607 (32.0) % State taxes (2,945) 0.8 % (2,363) 0.9 % (553) 0.3 % Valuation allowance 18,039 (4.9) % 14,771 (5.8) % (3,911) 2.4 % Effect due to LLC flow-through structure 10,004 (2.7) % — — % — — % Other (1,020) 0.2 % 65 0.0 % 65 0.0 % Income tax expense $ — — % $ — — % $ — — % Deferred income taxes reflect the net tax effects of temporary differences between the tax basis in an asset or liability and its reported amount under U.S. GAAP. These temporary differences result in taxable or deductible amounts in future years. The components of the Company’s deferred tax assets are as follows (in thousands): Years Ended December 31, 2019 2018 Deferred tax assets: Investment in Carvana Group $ 155,775 $ 100,977 Net operating loss carryforward 44,771 23,323 Interest expense carryforward 13,721 2,262 Tax credit carryforward 586 — Total gross deferred tax assets 214,853 126,562 Valuation allowance (214,853) (126,562) Total deferred tax assets, net of valuation allowance $ — $ — Deferred tax liabilities: Intangibles $ (1,808) $ (2,217) Total gross deferred tax liabilities (1,808) (2,217) Net deferred tax liabilities $ (1,808) $ (2,217) As of December 31, 2019, the Company had federal and state net operating loss carry forwards of $188.2 million. Federal losses that arose prior to 2018 will begin to expire in 2037. Federal losses that arose in 2018 will be carried forward indefinitely. As described in Note 10 — Stockholders' Equity, the Company acquired 5.4 million LLC Units during the year ended December 31, 2019 in connection with exchanges with Existing LLC Unitholders. During the year ended December 31, 2019, the Company recorded a gross deferred tax asset of $70.3 million associated with the basis difference in its investment in Carvana Group related to the acquisition of the LLC Units which is reflected as an increase to additional paid-in capital in the accompanying statements of stockholders' equity. As described in Note 1 — Business Organization and Note 10 — Stockholders' Equity, Carvana Co. purchased approximately 18.8 million newly-issued LLC Units of Carvana Group in connection with the IPO. The Company recognized a gross deferred tax asset of $0.5 million associated with a portion of the basis difference resulting from this purchase of LLC Units which is reflected as an increase to additional paid-in capital in the accompanying statements of stockholders' equity. The Company has not recorded a deferred tax asset of $43.1 million related to the remaining basis difference associated with this purchase of LLC Units as the difference will only reverse upon the sale of its interest in Carvana Group. As described in Note 1 — Business Organization and Note 10 — Stockholders' Equity, on April 30, 2018, Carvana Co. completed a follow-on offering of 6.6 million shares of its Class A common stock. The Company recognized a gross deferred tax asset of $2.5 million associated with the portion of the basis difference resulting from the purchase of LLC Units which is reflected as an increase to additional paid-in capital in the accompanying statement of stockholders' equity. The Company has not recorded a deferred tax asset of $30.6 million related to the remaining basis difference associated with the purchase of LLC Units as the difference will only reverse upon the sale of its interest in Carvana Group. As described in Note 1 — Business Organization and Note 10 — Stockholders' Equity, on May 24, 2019, Carvana Co. completed a follow-on offering of 4.2 million shares of the Class A common stock. As part of the offering, the underwriters were given an option to purchase all or part of approximately 0.6 million additional shares of Class A common stock which the underwriters exercised in full. The Company recognized a gross deferred asset of approximately $7.5 million associated with a portion of the basis difference resulting from this purchase of LLC Units which is reflected as an increase to additional paid-in capital in the accompanying consolidated statements of stockholder's equity. The Company has not recorded a deferred tax asset of $42.7 million related to the remaining basis difference associated with the purchase of LLC Units as the difference will only reverse upon the sale of its interest in Carvana Group. As described in Note 4 — Goodwill and Intangible Assets, Carvana Group acquired Car360 on April 12, 2018. The acquisition included various intangible assets, and as a result the Company recognized a deferred tax liability of approximately $2.5 million which is reflected within other liabilities in the accompanying consolidated balance sheets. The deferred tax liability will be amortized over two seven During the year ended December 31, 2019, management performed an assessment of the recoverability of deferred tax assets. Management determined, based on the accounting standards applicable to such assessment, that there was sufficient negative evidence as a result of the Company’s cumulative losses to conclude it was more likely than not that its deferred tax assets would not be realized and has recorded a full valuation allowance of $214.9 million against its deferred tax assets. The Company has $1.8 million of deferred tax liabilities not available to offset deferred tax assets. In the event that management was to determine that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be made which would reduce the provision for income taxes. The Company recognizes uncertain income tax positions when it is more-likely-than-not the position will be sustained upon examination. As of the year ended December 31, 2019, the Company has not identified any uncertain tax positions and has not recognized any related reserves. On December 22, 2017, the U.S. government enacted tax legislation referred to as the 2017 Tax Cuts and Jobs Act (the "2017 Tax Act"). The 2017 Tax Act reduces the U.S. federal corporate tax rate from the previous rate of 35 to 21 effective January 1, 2018. The 2017 Tax Act also makes broad and complex changes to the U.S. tax code, including, but not limited to (i) limitations on net operating loss carryforwards created in tax years beginning after December 31, 2017 while also allowing such net operating losses to be carried forward indefinitely; (ii) bonus depreciation allowing full expensing of qualified property; (iii) limitations on the deductibility of certain executive compensation; and, (iv) limitations to the amount of deductible interest. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118") which provides guidance on accounting for the 2017 Tax Act’s impact. SAB 118 provides a measurement period, which in no case should extend beyond one year from the 2017 Tax Act enactment date, during which a company acting in good faith may complete the accounting for the impacts of the 2017 Tax Act under ASC Topic 740, Income Taxes ("ASC 740"). In accordance with SAB 118, the Company must reflect the income tax effects of the 2017 Tax Act in the reporting period in which it completes its analysis. The Company has recorded the impact of the Tax Act on its deferred tax balances related to the change in tax rate. During the year ended December 31, 2017, the Company recorded a decrease in its deferred tax assets of $9.3 million with a corresponding decrease in valuation allowance. SAB 118 allowed the Company to refrain from making a decision on certain provisions in the 2017 Tax Act and the Company continued to review and assess the potential impact of the legislation on its consolidated financial statements factoring in changes due to, among other things, further refinement of the Company's calculations, changes in interpretations and assumptions that the Company has made and additional guidance that may be issued by the U.S. government. As of December 31, 2018, the Company completed accounting for all of the enactment date income tax effects of the 2017 Tax Act and determined there were no material adjustments. Tax Receivable Agreement Carvana Co. expects to obtain an increase in its share of the tax basis in the net assets of Carvana Group when LLC Units are exchanged by the Existing LLC Unitholders and other qualifying transactions. As described in Note 10 — Stockholders' Equity, each change in outstanding shares of Class A common stock results in a corresponding increase or decrease in Carvana Co.'s ownership of LLC Units. The Company intends to treat any exchanges of LLC Units as direct purchases of LLC interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that Carvana Co. would otherwise pay in the future to various taxing authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the IPO, the Company entered into a Tax Receivable Agreement (the "TRA"). Under the TRA, the Company generally will be required to pay to the Existing LLC Unitholders 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that the Company actually realizes directly or indirectly (or are deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of any sales or exchanges (as determined for U.S. federal income tax purposes) to or with the Company of their interests in Carvana Group for shares of Carvana Co.'s Class A common stock or cash, including any basis adjustment relating to the assets of Carvana Group and (ii) tax benefits attributable to payments made under the TRA (including imputed interest). The Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid. If the Internal Revenue Service or a state or local taxing authority challenges the tax basis adjustments that give rise to payments under the TRA and the tax basis adjustments are subsequently disallowed, the recipients of payments under the agreement will not reimburse the Company for any payments the Company previously made to them. Any such disallowance would be taken into account in determining future payments under the TRA and would, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits from the tax basis adjustments are disallowed, the Company’s payments under the TRA could exceed its actual tax savings, and the Company may not be able to recoup payments under the TRA that were calculated on the assumption that the disallowed tax savings were available. The TRA provides that if (i) certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur, (ii) there is a material breach of any material obligations under the TRA; or (iii) the Company elects an early termination of the TRA, then the TRA will terminate and the Company's obligations, or the Company's successor’s obligations, under the TRA will accelerate and become due and payable, based on certain assumptions, including an assumption that the Company would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TRA and that any LLC Units that have not been exchanged are deemed exchanged for the fair market value of the Company's Class A common stock at the time of termination. As of December 31, 2019, the Company has concluded, based on applicable accounting standards, that it was more likely than not that its deferred tax assets subject to the TRA would not be realized; therefore, the Company has not recorded a liability related to the tax savings it may realize from utilization of such deferred tax assets. As of December 31, 2019, the total unrecorded TRA liability is approximately $178.4 million. If utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, the Company will record a liability related to the TRA which will be recognized as expense within its consolidated statements of operations. Uncertain Tax Positions |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | NOTE 15 — LEASES The Company is party to various lease agreements for real estate and transportation equipment. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company also assesses whether each lease is an operating or finance lease at the lease commencement date. Rent expense of operating leases is recognized on a straight-line basis over the lease term and includes scheduled rent increases as well as amortization of tenant improvement allowances. Operating Leases As of December 31, 2019, the Company is a tenant under various operating leases related to certain of its hubs, vending machines and corporate offices. The initial terms expire at various dates between 2020 and 2032. Many of the leases include one or more renewal options ranging from one twenty Refer to Note 6 — Related Party Transactions for further discussion of operating leases with related parties. Finance Leases The Company has finance leases for certain equipment for its transportation fleet. The leases have initial terms of two five four Lease Costs and Activity The Company's lease costs and activity during the year ended December 31, 2019 were as follows (in thousands): Year Ended December 31, 2019 Lease Costs: Finance Leases: Amortization of finance lease assets $ 8,116 Interest obligations under finance leases 2,014 Total finance lease expense $ 10,130 Operating Leases: Fixed lease costs $ 13,333 Fixed lease costs to related parties 7,469 Variable short-term lease costs to related parties 1,396 Total operating lease costs $ 22,198 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to third party $ 9,600 Operating lease liabilities to related party 8,398 Interest payments on finance lease liabilities 2,014 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 8,425 Maturity of Lease Liabilities The following table summarizes maturities of lease liabilities as of December 31, 2019 (in thousands): Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total 2020 $ 13,985 $ 8,263 $ 14,709 $ 22,972 $ 36,957 2021 13,195 7,737 14,264 22,001 35,196 2022 12,800 7,775 12,432 20,207 33,007 2023 12,022 7,834 9,725 17,559 29,581 2024 5,010 6,621 7,049 13,670 18,680 Thereafter 578 28,622 78,822 107,444 108,022 Total minimum lease payments 57,590 66,852 137,001 203,853 261,443 Less: amount representing interest (6,117) (20,506) (54,420) (74,926) (81,043) Total lease liabilities $ 51,473 $ 46,346 $ 82,581 $ 128,927 $ 180,400 (1) Leases that are on a month-to-month basis, short-term leases, and lease extensions that the Company does not expect to exercise are not included. Payments for additional corporate headquarters space expected to commence in 2020 under an executed lease agreement of approximately $84.8 million are also excluded. (2) Related party lease payments exclude rent payments due under the DriveTime Lease Agreement and the DriveTime Hub Lease Agreement for locations where the Company shares space with DriveTime, as those are variable lease payments contingent upon the Company's utilization of the leased assets. As of December 31, 2019, none of the Company's lease agreements contain material residual value guarantees or material restrictive covenants. Lease Terms and Discount Rates The weighted-average remaining lease terms and discount rates as of December 31, 2019 were as follows, excluding short-term operating leases: Weighted average remaining term (years) Operating leases 10.6 Finance leases 4.5 Weighted-average discount rate Operating leases 8.4 % Finance leases 5.4 % |
Leases | NOTE 15 — LEASES The Company is party to various lease agreements for real estate and transportation equipment. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company also assesses whether each lease is an operating or finance lease at the lease commencement date. Rent expense of operating leases is recognized on a straight-line basis over the lease term and includes scheduled rent increases as well as amortization of tenant improvement allowances. Operating Leases As of December 31, 2019, the Company is a tenant under various operating leases related to certain of its hubs, vending machines and corporate offices. The initial terms expire at various dates between 2020 and 2032. Many of the leases include one or more renewal options ranging from one twenty Refer to Note 6 — Related Party Transactions for further discussion of operating leases with related parties. Finance Leases The Company has finance leases for certain equipment for its transportation fleet. The leases have initial terms of two five four Lease Costs and Activity The Company's lease costs and activity during the year ended December 31, 2019 were as follows (in thousands): Year Ended December 31, 2019 Lease Costs: Finance Leases: Amortization of finance lease assets $ 8,116 Interest obligations under finance leases 2,014 Total finance lease expense $ 10,130 Operating Leases: Fixed lease costs $ 13,333 Fixed lease costs to related parties 7,469 Variable short-term lease costs to related parties 1,396 Total operating lease costs $ 22,198 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to third party $ 9,600 Operating lease liabilities to related party 8,398 Interest payments on finance lease liabilities 2,014 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 8,425 Maturity of Lease Liabilities The following table summarizes maturities of lease liabilities as of December 31, 2019 (in thousands): Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total 2020 $ 13,985 $ 8,263 $ 14,709 $ 22,972 $ 36,957 2021 13,195 7,737 14,264 22,001 35,196 2022 12,800 7,775 12,432 20,207 33,007 2023 12,022 7,834 9,725 17,559 29,581 2024 5,010 6,621 7,049 13,670 18,680 Thereafter 578 28,622 78,822 107,444 108,022 Total minimum lease payments 57,590 66,852 137,001 203,853 261,443 Less: amount representing interest (6,117) (20,506) (54,420) (74,926) (81,043) Total lease liabilities $ 51,473 $ 46,346 $ 82,581 $ 128,927 $ 180,400 (1) Leases that are on a month-to-month basis, short-term leases, and lease extensions that the Company does not expect to exercise are not included. Payments for additional corporate headquarters space expected to commence in 2020 under an executed lease agreement of approximately $84.8 million are also excluded. (2) Related party lease payments exclude rent payments due under the DriveTime Lease Agreement and the DriveTime Hub Lease Agreement for locations where the Company shares space with DriveTime, as those are variable lease payments contingent upon the Company's utilization of the leased assets. As of December 31, 2019, none of the Company's lease agreements contain material residual value guarantees or material restrictive covenants. Lease Terms and Discount Rates The weighted-average remaining lease terms and discount rates as of December 31, 2019 were as follows, excluding short-term operating leases: Weighted average remaining term (years) Operating leases 10.6 Finance leases 4.5 Weighted-average discount rate Operating leases 8.4 % Finance leases 5.4 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 16 — COMMITMENTS AND CONTINGENCIES Accrued Limited Warranty As part of its retail strategy, the Company provides a 100-day or 4,189-mile limited warranty to customers to repair certain broken or defective components of each used vehicle sold. As such, the Company accrues for such repairs based on actual claims incurred to-date and repair reserves based on historical trends. The liability was approximately $3.7 million and $1.4 million, as of December 31, 2019 and 2018, respectively, and is included in accounts payable and other accrued liabilities in the accompanying consolidated balance sheets. Letters of Credit In October 2016, the Company obtained an unconditional, irrevocable, stand-by letter of credit for $1.9 million to satisfy a condition of a lease agreement. The Company was required to maintain a cash deposit of $1.9 million with the financial institution that issued the stand-by letter of credit until February 2018, at which point the cash deposit requirement was reduced by approximately $1.0 million. The Company earned interest on this letter of credit, and as of December 31, 2017, the balance with the financial institution was approximately $2.0 million and was included in restricted cash in the accompanying consolidated balance sheet. On November 30, 2018, the letter of credit expired. Legal Matters From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, as of December 31, 2019 and 2018, the Company does not believe that the ultimate resolution of any legal actions, either individually or in the aggregate, will have a material adverse effect on its financial position, results of operations, liquidity, and capital resources. Future litigation may be necessary to defend the Company and its partners by determining the scope, enforceability and validity of third party proprietary rights or to establish its own proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 17 — FAIR VALUE OF FINANCIAL INSTRUMENTS Items Measured at Fair Value on a Recurring Basis A description of the fair value hierarchy and the Company's methodologies are included in Note 2 — Summary of Significant Accounting Policies. As of December 31, 2019 and 2018, the Company held certain assets that were required to be measured at fair value on a recurring basis, and as of December 31, 2019, the Company held beneficial interests in securitizations for which it elected the fair value option. The following tables are a summary of fair value measurements and hierarchy level at December 31, 2019 and 2018 (in thousands): December 31, 2019 Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 56,435 $ 56,435 $ — $ — Beneficial interests in securitizations 98,780 — 29,222 69,558 December 31, 2018 Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 63,713 $ 63,713 $ — $ — (1) Consist of highly liquid investments with original maturities of three months or less and classified in cash and cash equivalents in the accompanying consolidated balance sheets. Beneficial Interests in Securitizations Beneficial interests in securitizations include notes and certificates of the securitization trusts, the same securities as issued to other investors as described in Note 8 — Securitizations and Variable Interest Entities. Level 2 assets include beneficial interests in the most recent securitization which was completed on December 27, 2019. Given both the proximity to the end of the reporting period and lack of observable changes in economic inputs, the Company concluded the fair value when the securitization was completed represented the fair value at December 31, 2019. The Company's beneficial interests in securitizations which are classified as Level 3 are classified as such due to the lack of observable market data to corroborate either the non-binding market consensus prices or the non-binding broker quotes. The significant unobservable market data includes market yields. Significant increases or decreases in market yields would result in a significantly higher or lower fair value measurement. For beneficial interests in securitizations measured at fair value on a recurring basis, the Company's transfers between levels of the fair value hierarchy are deemed to have occurred at the beginning of the reporting period on a quarterly basis. During the year ended December 31, 2019, the Company transferred beneficial interests acquired as part of the securitization transactions in March, June, and September from Level 2 to Level 3. The assets were initially classified as Level 2 due to the transactions' proximity to the end of each respective reporting period and the lack of observable changes in economic inputs. As noted above, the Company uses significant unobservable inputs to measure the fair value of these assets on a recurring basis, thus they will be classified as Level 3 in future periods. There were no transfers out of Level 3 during the year ended December 31, 2019. The following table presents additional information about Level 3 beneficial interests in securitizations measured at fair value on a recurring basis for the year ended December 31, 2019 (in thousands): Year Ended December 31, 2019 Opening Balance $ — Transfers into Level 3 80,081 Cash receipts (9,559) Change in fair value (964) Ending Balance $ 69,558 The Company did not have any Level 2 or 3 beneficial interest in securitizations during the year ended December 31, 2018. Fair Value of Financial Instruments The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities, and accounts payable to related party approximate fair value because their respective maturities are less than three months. The carrying value of the short-term revolving facilities were determined to approximate fair value due to their short-term duration and variable interest rates that approximate prevailing interest rates as of each reporting period. The carrying value of notes payable and sale leasebacks were determined to approximate fair value as each of the transactions were entered into at prevailing interest rates during each respective period and they have not materially changed as of or during the years ended December 31, 2019 and 2018. The carrying value of the financing of beneficial interests in securitizations were determined to approximate fair value as we entered into the transactions throughout the year ended December 31, 2019, and the interest rates remained relatively consistent. The fair value of the Senior Notes, which are not carried at fair value on the accompanying consolidated balance sheets, was determined using Level 2 inputs based on quoted market prices for the identical liability. The fair value of the Senior Notes as of December 31, 2019 and 2018 was as follows (in thousands): December 31, 2019 2018 Carrying value, net of unamortized debt issuance costs $ 591,124 $ 342,869 Fair value 625,114 319,375 The fair value of finance receivables, which are not carried at fair value on the accompanying consolidated balance sheets, was determined utilizing the estimated sales price based on the historical experience of the Company. Such fair value measurement of the finance receivables, net is considered Level 2 under the fair value hierarchy. The carrying value and fair value of the finance receivables as of December 31, 2019 and 2018 were as follows (in thousands): December 31, 2019 2018 Carrying value $ 286,969 $ 105,200 Fair value 304,532 109,703 Derivative Instruments As of December 31, 2019 and 2018, the Company had no outstanding derivative instruments. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | NOTE 18 — SUPPLEMENTAL CASH FLOW INFORMATION The following table summarizes supplemental cash flow information for the years ended December 31, 2019, 2018, and 2017 (in thousands): For the Years Ended December 31, 2019 2018 2017 Supplemental cash flow information: Cash payments for interest, including $1,368, $0, and $382, respectively, to related parties $ 74,080 $ 16,322 $ 7,064 Non-cash investing and financing activities: Capital expenditures financed through long-term debt $ — $ 10,139 $ 18,005 Capital expenditures included in accounts payable and accrued liabilities $ 25,367 $ 9,384 $ 8,619 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 58,186 $ — $ — Property and equipment acquired under finance leases $ 35,924 $ 16,543 $ — Equity-based compensation expense capitalized to property and equipment $ 2,610 $ 1,650 $ — Property and equipment acquired through issuance of Class A common stock $ — $ 536 $ — Fair value of beneficial interests received in securitization transactions $ 109,303 $ — $ — Reductions of beneficial interests in securitizations and associated long-term debt $ 6,760 $ — $ — Issuance of LLC Units related to business acquisitions $ — $ 9,981 $ — Dividends on Convertible Preferred Stock included in accrued liabilities $ — $ — $ 413 Debt issuance costs included in accounts payable and accrued liabilities $ — $ — $ 175 Conversion of Class A Convertible Preferred Stock to common stock $ — $ 98,507 $ — Accrual of return on Class C redeemable preferred units $ — $ — $ 9,439 Conversion of Class C redeemable preferred units to Class A Units $ — $ — $ 260,411 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same amounts shown in the accompanying consolidated statements of cash flows for all periods presented (in thousands): December 31, 2019 2018 2017 Cash and cash equivalents $ 76,016 $ 78,861 $ 172,680 Restricted cash (1) 42,443 9,848 14,443 Total cash, cash equivalents, and restricted cash $ 118,459 $ 88,709 $ 187,123 (1) Amounts included in restricted cash represent the deposits required under the Company's short-term revolving facilities. As of and during the years ended December 31, 2018 and 2017, restricted cash also included amounts required to be held under letter of credit agreements. Refer to Note 9 — Debt Instruments and Note 16 — Commitments and Contingencies for additional information. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | NOTE 19 — SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following table sets forth certain unaudited quarterly results of operations for the years ended December 31, 2019 and 2018 (in thousands, except per share data): Three Months Ended Mar 31, 2018 Jun 30, 2018 Sep 30, 2018 Dec 31, 2018 Mar 31, 2019 Jun 30, 2019 Sep 30, 2019 Dec 31, 2019 Net sales and operating revenues $ 360,422 $ 475,286 $ 534,922 $ 584,838 $ 755,234 $ 986,221 $ 1,094,854 $ 1,103,587 Gross profit $ 34,234 $ 49,035 $ 57,306 $ 56,134 $ 88,532 $ 137,793 $ 137,543 $ 142,546 Net loss $ (52,672) $ (51,250) $ (64,419) $ (86,404) $ (82,596) $ (64,059) $ (92,244) $ (125,740) Net loss attributable to Carvana Co. (1) $ (7,043) $ (9,965) $ (16,042) $ (22,426) $ (23,115) $ (20,323) $ (30,088) $ (41,133) Net loss per share of Class A common stock, basic and diluted (1)(2) $ (0.53) $ (0.41) $ (0.50) $ (0.58) $ (0.56) $ (0.44) $ (0.60) $ (0.82) (1) The amounts included in this table for the fourth quarter of 2018 through the third quarter of 2019 have been revised to reflect a decrease in net loss attributable to Carvana Co. and a decrease in net loss per share of Class A common stock, basic and diluted as further described below and in Note 2 — Summary of Significant Accounting Policies. (2) The sum of the four quarters may differ from the annual amount due to rounding and timing of changes in weighted-average outstanding shares relative to net losses incurred each period. Revisions As discussed in Note 2 — Summary of Significant Accounting Policies, the Company reviewed its historical accounting for payments from Carvana Group to Carvana Co. to fund interest on the senior unsecured notes and identified an error associated with the allocation of net loss between Carvana Co. and non-controlling interests. The Company determined that the error was immaterial to prior period financial statements and will revise the 2019 quarterly periods in connection with the Company's future 2020 unaudited interim condensed consolidated financial statement filings in Quarterly Reports on Form 10-Q. The Company will revise its consolidated statements of operations, for the three month period ended March 31, 2019, the three and six month periods ended June 30, 2019 and the three and nine month periods ended September 30, 2019. The Company will also revise the consolidated balance sheets and consolidated statements of stockholders’ equity at March 31, 2019, June 30, 2019 and September 30, 2019. This revision for the three month period ended March 31, 2019 will result in an increase in net loss attributable to non-controlling interests of approximately $5.4 million, a decrease in net loss attributable to Carvana Co. and net loss attributable to Class A common stockholders of approximately $5.4 million and a decrease in net loss per share of Class A common stock, basic and diluted of $0.13. The revision at March 31, 2019 will result in a decrease to the accumulated deficit and non-controlling interests of approximately $11.7 million and an increase total stockholder’s equity attributable to Carvana Co. of approximately $11.7 million. This revision for the three month period ended June 30, 2019 will result in an increase in net loss attributable to non-controlling interests of approximately $6.3 million, a decrease in net loss attributable to Carvana Co. and net loss attributable to Class A common stockholders of approximately $6.3 million and a decrease in net loss per share of Class A common stock, basic and diluted of $0.14. This revision for the six month period ended June 30, 2019 will result in an increase in net loss attributable to non-controlling interests of approximately $11.7 million, a decrease in net loss attributable to Carvana Co. and net loss attributable to Class A common stockholders of approximately $11.7 million and a decrease in net loss per share of Class A common stock, basic and diluted of $0.27. The revision at June 30, 2019 will result in a decrease to the accumulated deficit and non-controlling interests by approximately $18.0 million and increase total stockholder’s equity attributable to Carvana Co. by approximately $18.0 million. This revision for the three month period ended September 30, 2019 will result in an increase in net loss attributable to non-controlling interests of approximately $8.9 million, a decrease in net loss attributable to Carvana Co. and net loss attributable to Class A common stockholders of approximately $8.9 million and a decrease in net loss per share of Class A common stock, basic and diluted of $0.18. This revision for the nine month period ended September 30, 2019 will result in an increase in net loss attributable to non-controlling interests of approximately $20.7 million, a decrease in net loss attributable to Carvana Co. and net loss attributable to Class A common stockholders of approximately $20.7 million and a decrease in net loss per share of Class A common stock, basic and diluted of $0.45. The revision at September 30 2019 will result in a decrease the accumulated deficit and non-controlling interests by approximately $26.9 million and increase total stockholder’s equity attributable to Carvana Co. by approximately $26.9 million. These revisions do not impact the consolidated statements of cash flows. The Company has concluded that the effect of this revision is not material to any of its previously issued financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 20 — SUBSEQUENT EVENTS In January and February 2020, the Company and certain subsidiaries entered into two revolving facilities with certain lenders to fund automotive finance receivables originated by the Company. The credit facilities may be drawn upon through July 23, 2021 and February 20, 2022, respectively. As of the date hereof, the lenders have committed an aggregate amount of $925.0 million under these facilities, which may be increased to an aggregate $1.0 billion with the consent of certain lenders. The facilities require monthly payments of interest and fees based on usage and unused facility amounts. The subsidiaries are each wholly-owned, special purpose entities whose assets are not available to the general creditors of the Company. After entering into the revolving credit warehouse facilities described above, the Company voluntarily terminated the DART I Credit Facility and the SART 2017-1 Credit Facility, which were both scheduled to be available to the Company to draw against until April 2020. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II - Valuation and Qualifying Accounts Additions (in thousands) Balance at beginning of period Charged to costs and expenses Charged to other accounts Reductions Balance at end of period Deferred tax asset valuation allowance: Year ended December 31, 2019 $ 126,562 $ 18,039 $ 70,252 (1) $ — $ 214,853 Year ended December 31, 2018 $ 16,612 $ 14,771 $ 95,179 (1) $ — $ 126,562 Year ended December 31, 2017 $ — $ (3,911) $ 20,523 (1) $ — $ 16,612 (1) Amount relates to a valuation allowance established on deferred taxes related to our investment in Carvana Group. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). As discussed in Note 1 — Business Organization, Carvana Group is considered a VIE and Carvana Co. consolidates its financial results due to the determination that it is the primary beneficiary. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of EstimatesThe preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company’s assets and liabilities and the results of operations. |
Comprehensive Loss | Comprehensive Loss During the years ended December 31, 2019, 2018, and 2017, the Company did not have any other comprehensive income and, therefore, the net loss and comprehensive loss were the same for all periods presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company has cash deposits and cash equivalents deposited in or managed by major financial institutions. Cash equivalents include highly liquid investment instruments with original maturities of three months or less, and consist primarily of money market funds. At times the related amounts are in excess of the amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses with these financial institutions and does not believe it represents significant credit risk. |
Restricted Cash | Restricted CashAmounts included in restricted cash represent the deposits required under the Company's short-term revolving facilities as explained in Note 9 — Debt Instruments. |
Accounts Receivable, Net | Accounts Receivable, NetAccounts receivable, net of an allowance for doubtful accounts, includes certain amounts due from customers and their finance providers. The allowance for doubtful accounts is estimated based upon historical experience, current economic conditions, and other factors and is evaluated periodically. |
Finance Receivables Held for Sale, Net | Finance Receivables Held for Sale, Net Finance receivables include installment contracts the Company originates to its customers to facilitate vehicle sales. The Company classifies these receivables as held for sale, as it does not intend to hold the finance receivables it originates to maturity. The Company typically sells the finance receivables it originates, as explained in Note 7 — Finance Receivable Sale Agreements and Note 8 — Securitizations and Variable Interest Entities. The Company records a valuation allowance to report finance receivables at the lower of unpaid principal balance or fair value. To determine the fair value of finance receivables the Company utilizes industry-standard modeling, such as discounted cash flow analysis, factoring in the Company’s historical experience, the credit quality of the underlying receivables, loss trends and recovery rates, as well as the overall economic environment. For purposes of determining the valuation allowance, finance receivables are evaluated collectively to determine the allowance as they represent a large group of smaller-balance homogeneous loans. The allowance was approximately $7.3 million and $1.8 million as of December 31, 2019 and 2018, respectively. Principal balances of finance receivables are charged-off when the Company is unable to sell the finance receivable and the related vehicle has been repossessed and liquidated or the receivable has otherwise been deemed uncollectible. The Company has made certain representations related to the sales of finance receivables. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the receivables would be accrued if probable and estimable in accordance with ASC 450, Contingencies . Any such obligations are considered in the Company's determination of the accounting for the transfers of the finance receivables under ASC Topic 860, Transfers and Servicing of Financial Assets. |
Vehicle Inventory | Vehicle Inventory Vehicle inventory consists of used vehicles, primarily acquired at auction and directly from customers. Direct and indirect vehicle reconditioning costs including parts and labor, inbound transportation costs and other incremental overhead costs are capitalized as a component of inventory. Inventory is stated at the lower of cost or net realizable value. Vehicle inventory cost is determined by specific identification. Net realizable value is the estimated selling price less costs to complete, dispose and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent market resources. Each reporting period the Company recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales in the accompanying consolidated statements of operations. |
Property and Equipment | Property and Equipment Property and equipment consists of land, buildings and improvements, transportation fleet equipment, software and furniture, fixtures and equipment and is stated at cost less accumulated depreciation and amortization. Repairs and maintenance costs that extend the life or utility of an asset are also capitalized. Ordinary repairs and maintenance are charged to expense as incurred. Costs incurred during construction are capitalized as construction in progress and reclassified to the appropriate fixed asset categories when the project is completed. In addition, interest on borrowings during the active construction period of construction projects is capitalized and depreciated over the estimated useful lives of the related assets. Costs incurred during the preliminary project planning phase are charged to expense as incurred. The Company capitalizes direct costs of materials and services consumed in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Depreciation and amortization are computed using the straight-line method over the lesser of the remaining lease term or the following estimated useful lives: Buildings and improvements 5-30 years Transportation fleet equipment 3-8 years Software 3 years Furniture, fixtures and equipment 3-5 years |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Intangible assets are recognized and recorded at their acquisition date fair values. Definite-lived intangible assets consist of developed technology, customer relationships, and non-compete agreements and are amortized on a straight-line basis over their estimated useful lives. The Company determined the useful lives of its definite-lived intangible assets based on multiple factors including technological obsolescence, the make-up of the acquired customer base and expected attrition, and the period over which expected cash flows are used to measure the fair value of the intangible asset at acquisition. The Company periodically reassesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. Definite-lived intangible assets are tested at least annually or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. No impairment charges related to intangible assets were recognized during the years ended December 31, 2019, 2018, or 2017. |
Leases | Leases As discussed below, the Company adopted ASC 842 on January 1, 2019. Under ASC 842, the Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Right-of-use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company assesses whether the lease is an operating or finance lease at its inception. Operating lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. To calculate the present value, the Company uses the implicit rate in the lease when readily determinable. However, most of the Company's leases do not provide an implicit rate and it uses its incremental borrowing rate. The incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, it uses uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate. The operating lease ROU asset is the initial lease liability adjusted for any prepayments, initial indirect costs incurred by the Company, and lease incentives. The Company's operating leases are included in operating lease right-of-use assets, other current liabilities, and operating lease liabilities on the accompanying consolidated balance sheets. The Company's finance leases are included in property and equipment and long-term debt on the accompanying consolidated balance sheets. |
Securitizations and Variable Interest Entities | Securitizations and Variable Interest Entities The Company reviews subsidiaries and affiliates, as well as other entities, to determine if they should be considered VIEs, and whether it should change the consolidation determinations based on changes in their characteristics. The Company considers an entity a VIE if its equity investors own an interest therein that lacks the characteristics of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or if the entity is structured with non-substantive voting interests. A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company evaluates whether it has variable interests in the VIE and if so, if it is the primary beneficiary of the VIE on an ongoing basis. The Company consolidates VIEs when it is deemed to be the primary beneficiary. The Company sponsors asset-backed securitization transactions. These transactions often result in the creation of securitization trusts, which are VIEs. To comply with Regulation RR of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Risk Retention Rules") the Company retains at least a 5% interest in the credit risk of the underlying finance receivables, which it accomplishes by retaining at least a 5% interest in each security issued by the securitization trusts. Typically, this includes notes and certificates, which are presented as beneficial interests in securitizations on the accompanying consolidated balance sheets. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the five-step model prescribed by ASC 606 that includes: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied. Used Vehicle Sales The Company sells used vehicles directly to its customers through its website. The prices of used vehicles are set forth in the customer contracts at stand-alone selling prices which are agreed upon prior to delivery. The Company satisfies its performance obligation for used vehicle sales upon delivery when the transfer of title, risks and rewards of ownership, and control pass to the customer. The Company recognizes revenue at the agreed upon purchase price stated in the contract, including any delivery charges, less an estimate for returns. Estimates for returns are based on an analysis of historical experience, trends and sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. The amount of consideration received for used vehicle sales includes noncash consideration representing the value of trade-in vehicles, if applicable, as stated in the contract. Prior to the delivery of the vehicle, the payment is received or financing has been arranged. Payments from customers that finance their purchases with third parties are typically due and collected within 30 days of delivery of the used vehicle. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. Wholesale Vehicle Sales The Company sells vehicles to wholesalers. These vehicles sold to wholesalers are primarily acquired from customers that do not meet the Company’s quality standards to list and sell through its website. The Company satisfies its performance obligation for wholesale vehicle sales when the wholesale purchaser obtains control of the underlying vehicle, which is upon delivery when the transfer of title, risks and rewards of ownership, and control pass to the customer. The Company recognizes revenue at the amount it expects to receive for the used vehicle, which is the fixed price determined at the auction. The purchase price of the wholesale vehicle is typically due and collected within 30 days of delivery of the wholesale vehicle. Other Sales and Revenues Other sales and revenues include gains on the sales of finance receivables, commissions on vehicle service contracts ("VSCs"), GAP waiver coverage, commissions on GAP waiver coverage, and interest income received on finance receivables prior to selling them to investors. Customers purchasing used vehicles from the Company may enter into contracts for VSCs and, if they finance with the Company, GAP waiver coverage. The prices of VSCs and GAP waiver coverage are set forth in each contract. The Company sells and receives a commission on VSCs under a master dealer agreement with DriveTime, pursuant to which the Company sells VSCs that DriveTime administers and is the obligor. The Company receives a commission on GAP waiver coverage contracts where the administrator of the contract is obligated to reimburse the holder of the underlying finance receivable for a balance that is in excess of the value of the financed vehicle in the event of a total loss. The Company recognizes commission revenue at the time of sale, net of a reserve for estimated contract cancellations. GAP waiver coverage contracts administered by DriveTime obligate whoever holds the underlying finance receivable to not attempt collection of a balance that is in excess of the value of the financed vehicle in the event of a total loss. DriveTime GAP waiver coverage is recognized as the performance obligation is satisfied over the period of coverage, generally on a straight-line basis over the expected period the outstanding balance of the related finance receivable will exceed the value of the financed vehicle, less a reserve for cancellations. Upon selling the corresponding finance receivable, the Company recognizes any remaining deferred revenue. The reserve for cancellations of VSCs and GAP waiver coverage contracts is estimated based upon historical experience and recent trends and is reflected as a reduction of other sales and revenues. Changes in these estimates are reflected as an adjustment to other sales and revenues in the period identified. Under the master dealer agreement with DriveTime, the Company is also contractually entitled to receive profit-sharing revenues based on the performance of the VSCs once a required claims period has passed. This is a form of variable consideration the Company recognizes as revenue to the extent that it is probable that it will not result in a significant revenue reversal. The Company applies the expected value method, utilizing expected VSC performance based on historical claims and cancellation data from its customers, as well as other qualitative assumptions to estimate the amount it expects to receive. The Company reassesses the estimate each reporting period with any changes reflected as an adjustment to other sales and revenues in the period identified. Profit-sharing payments will begin when the underlying VSCs reach a specified level of claims history. As of December 31, 2019 and 2018, the Company had ending receivables of approximately $6.0 million and $1.9 million, respectively, related to cumulative profit-sharing payments recognized as revenue to which it expects to be entitled. The receivables are included in other assets on the accompanying consolidated balance sheets. The Company accounts for sales of finance receivables in accordance with ASC Topic 860, Transfers and Servicing of Financial Assets ("ASC 860"). ASC 860 states that a transfer of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset in which the transferor surrenders control over those financial assets is accounted for as a sale only if all of the following conditions are met: • The transferred financial assets have been isolated from the transferor - put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership. • Each transferee has the right to pledge or exchange the assets (or beneficial interests) it received, and no condition both constrains the transferee (or third-party holder of its beneficial interests) from taking advantage of its right to pledge or exchange the asset and provides more than a trivial benefit to the transferor. • The transferor, its consolidated affiliates included in the financial statements being presented or its agents do not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. |
Cost of Sales | Cost of Sales Cost of sales includes the cost to acquire used vehicles and direct and indirect vehicle reconditioning costs associated with preparing the vehicles for resale. Vehicle reconditioning costs include parts, labor, inbound transportation costs, and other incremental overhead costs, which are allocated to inventory via specific identification and standard costing. Occupancy and labor costs not related to vehicle acquisition or reconditioning, including those incurred in connection with expanding production capacity, are expensed as incurred as a component of selling, general and administrative expense. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. |
Selling, General, and Administrative Expenses | Selling, General, and Administrative Expenses Selling, general, and administrative ("SG&A") expenses primarily include compensation and benefits, advertising, depreciation expense, facilities costs, technology expenses, logistics and fulfillment expenses, and other administrative |
Advertising Costs | Advertising CostsAdvertising production costs are expensed the first time the advertising takes place. All other advertising costs are expensed as incurred. Advertising expenses are included in SG&A expenses on the accompanying consolidated statements of operations. |
Equity-Based Compensation | Equity-Based Compensation The Company classifies equity-based awards granted in exchange for services as either equity awards or liability awards. The classification of an award as either an equity award or a liability award is generally based upon cash settlement options. Equity awards are measured based on the fair value of the award at the grant date. Liability awards are re-measured to fair value each reporting period. Prior to the adoption of ASU 2018-07, Compensation - Stock Compensation (Topic 718) |
Shipping and Handling | Shipping and HandlingThe Company's logistics costs related to transporting its used vehicle inventory include fuel, maintenance, and depreciation related to operating its own transportation fleet and third party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the inspection and reconditioning center are capitalized to inventory and then included in cost of sales when the related used vehicle is sold. |
Defined Contribution Plan | Defined Contribution PlanThe Company sponsors a qualified 401(k) retirement plan (defined contribution plan) for its employees. The plan covers substantially all employees who have attained the age of 18. Participants may voluntarily contribute to the plan up to the maximum limits established by Internal Revenue Service regulations. The Company provides matching contributions of 40% up to the first 6% of an employee’s compensation, which vests evenly over the employee’s initial five |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company enters into short-term derivative instruments to manage risks arising from its business operations and economic conditions, primarily cash flow variability that may arise from interest rate changes between the time the Company originates finance receivables and the time it sells them through securitizations. The Company does not designate these derivative instruments as hedges under ASC 815, Derivatives and Hedging for hedge accounting treatment and as a result they are accounted for as economic hedges. Gains and losses related to the derivative instruments are included within other sales and revenues to follow the presentation of the hedged item within the accompanying consolidated statements of operations and any |
Fair Value Measurements | Fair Value Measurements The fair value of financial instruments is based on estimates using quoted market prices, discounted cash flows, or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and the estimated timing and amount of future cash flows. Therefore, the estimates of fair value may differ substantially from amounts that ultimately may be realized or paid at settlement or maturity of the financial instruments, and those differences may be material. Accordingly, the aggregate fair value amounts presented may not represent the Company’s underlying institutional value. |
Segments | Segments Business segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Based on the way the Company manages its business, the Company has determined that it currently operates with one reportable segment. The chief operating decision maker focuses on consolidated results in assessing operating performance and allocating resources. Furthermore, the Company offers similar products and services and uses similar processes to sell those products and services to similar classes of customers throughout the United States ("U.S."). Substantially all revenue is generated and all assets are held in the U.S. for all periods presented. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the asset and liability method, which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company reduces the carrying amounts of deferred tax assets by a valuation allowance if, based on the evidence available, it is more likely than not that such assets will not be realized. In making the assessment under the more likely than not standard, appropriate consideration must be given to all positive and negative evidence related to the realization of the deferred tax assets. The assessment considers, among other matters, the |
Adoption of New Accounting Standards and Accounting Standards Issued But Not Yet Adopted | Adoption of New Accounting Standards Beginning in February 2016, the FASB issued several accounting standards updates related to the new leasing model in ASC 842, Leases ("ASC 842"). ASC 842 introduced a model that requires leases to be presented on the balance sheet and eliminates the requirement for an entity to use bright-line tests in determining lease classification. Expense recognition under ASC 842 on the income statement remains similar to previous lease accounting guidance. The Company adopted ASC 842 on January 1, 2019 using the modified retrospective approach, the practical expedient package and the transition relief option, which allowed the Company to, among other things, avoid reassessing lease classification for existing leases, forego the balance sheet recognition requirements with respect to short-term leases and avoid restating comparative periods presented. The adoption of ASC 842 resulted in initial recognition of ROU assets and operating lease liabilities of approximately $80.3 million and $86.8 million, respectively, as of January 1, 2019, and did not have an impact on the beginning equity balances as of the implementation date. Adopting ASC 842 did not have a material impact on the Company's sale-leaseback transactions, which have typically been accounted for as financing transactions in prior periods and under ASC 842. The standard did not have a material impact on the Company's consolidated statements of operations or statements of cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718) ("ASU 2018-07") related to the accounting for share-based payment transactions for acquiring goods and services from nonemployees. Under ASU 2018-07, the intent is to simplify and align most requirements for share-based payments to nonemployees with the requirements for share-based payments granted to employees under ASC 718, including measuring the equity instruments at the grant-date fair value. The Company adopted ASU 2018-07 on January 1, 2019 using the modified retrospective approach. The adoption of ASU 2018-07 did not have a material effect on the Company’s consolidated financial statements. Accounting Standards Issued But Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") and subsequent related ASUs, which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. ASU 2016-13 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Financial assets measured at fair value through net income are excluded from the scope of ASU 2016-13. The Company's beneficial interests in securitizations are carried at fair value and are thus excluded from ASU 2016-13. Finance receivables originated in connection with the Company’s vehicle sales are held for sale and presented at the lower of amortized cost or fair value. The Company intends to sell the finance receivables prior to their contractual maturity, therefore the recovery of the asset is from its sale rather than maturity and the Company is not required to measure the expected lifetime credit losses. The Company will adopt ASU 2016-13 for its fiscal year beginning January 1, 2020 and does not expect the adoption to have a material impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13") related to updated requirements over the disclosures of fair value measurements. Under ASU 2018-13, certain disclosure requirements for fair value measurements will be eliminated, modified or added to facilitate better communication around recurring and nonrecurring fair value measurements. ASU 2018-13 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with some amendments applied prospectively, some applied retrospectively, and early adoption permitted. The Company will adopt ASU 2018-13 for its fiscal year beginning January 1, 2020 and does not expect the adoption to have a material impact on its disclosures within its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). The intent of this pronouncement is to align the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software as defined in ASC 350-40. Under ASU 2018-15, the capitalized implementation costs related to a cloud computing arrangement will be amortized over the term of the arrangement and all capitalized implementation amounts will be required to be presented in the same line items of the financial statements as the related hosting fees. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company will adopt ASU 2018-15 for its fiscal year beginning January 1, 2020 and does not expect the adoption to have a material impact on its consolidated financial statements. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities ("ASU 2018-17"). ASU 2018-17 requires reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety for determining whether a decision-making fee is a variable interest. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. Entities are required to apply the amendments in ASU 2018-17 retrospectively with a cumulative-effect adjustment to retained earnings at the beginning of the earliest period presented. The Company will adopt ASU 2018-17 for its fiscal year beginning January 1, 2020 and does not expect the adoption to have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 will be effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The Company plans to adopt ASU 2019-12 for its fiscal year beginning January 1, 2021 and is currently assessing the impact, if any, the guidance will have on its consolidated financial statements. |
Loss Per Share | Basic and diluted net loss per share is computed by dividing the net loss attributable to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares. For all periods presented, potentially dilutive shares are excluded from diluted net loss per share because they have an anti-dilutive impact. Therefore, basic and diluted net loss per share attributable to Class A common stockholders are the same for all periods presented. As discussed in Note 1 — Business Organization, the Organizational Transactions are considered transactions between entities under common control and the financial statements for periods prior to the IPO and Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes. For purposes of calculating both the numerator and denominator of net loss per share for periods prior to the IPO, the Company has retroactively reflected the 15.0 million shares issued in the IPO and the LLC Units outstanding as of the Organizational Transactions as if they had been issued and outstanding as of the beginning of each period presented. These calculations for periods prior to the IPO do not consider the options or shares of Class A common stock issued on the IPO date under the 2017 Incentive Plan. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant and Equipment, Useful Lives | Depreciation and amortization are computed using the straight-line method over the lesser of the remaining lease term or the following estimated useful lives: Buildings and improvements 5-30 years Transportation fleet equipment 3-8 years Software 3 years Furniture, fixtures and equipment 3-5 years |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table summarizes property and equipment, net as of December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Land and site improvements $ 98,530 $ 45,702 Buildings and improvements 229,640 123,705 Transportation fleet 110,302 65,760 Software 66,875 36,452 Furniture, fixtures, and equipment 38,123 20,675 Total property and equipment excluding construction in progress 543,470 292,294 Less: accumulated depreciation and amortization on property and equipment (88,795) (44,050) Property and equipment excluding construction in progress, net 454,675 248,244 Construction in progress 88,796 48,595 Property and equipment, net $ 543,471 $ 296,839 |
Goodwill and Intangibles Assets
Goodwill and Intangibles Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following table summarizes intangible assets and goodwill related to the Car360 acquisition as of December 31, 2019 and 2018 (in thousands): December 31, Useful Life 2019 2018 Intangible assets: Developed technology 7 years $ 8,642 $ 8,642 Customer relationships 2 years 523 523 Non-compete agreements 5 years 774 774 Intangible assets, acquired cost 9,939 9,939 Less: accumulated amortization (2,707) (1,070) Intangible assets, net $ 7,232 $ 8,869 Goodwill N/A $ 9,353 $ 9,353 |
Schedule of Future Amortization Expense | The anticipated annual amortization expense to be recognized in future years as of December 31, 2019 is as follows (in thousands): Expected Future Amortization 2020 $ 1,590 2021 1,389 2022 1,389 2023 1,279 2024 1,235 Thereafter 350 Total $ 7,232 |
Accounts Payable and Other Ac_2
Accounts Payable and Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Accrued Liabilities | The following table summarizes accounts payable and other accrued liabilities as of December 31, 2019 and 2018 (in thousands): December 31, 2019 2018 Accounts payable, including $9,549 and $3,891, respectively, due to related parties $ 63,576 $ 33,032 Sales taxes and vehicle licenses and fees 45,812 27,651 Accrued property and equipment 23,433 7,414 Accrued compensation and benefits 21,726 13,477 Reserve for returns and cancellations 19,721 11,284 Accrued interest expense 15,650 9,206 Accrued advertising costs 11,403 4,398 Customer deposits 6,379 2,890 Other accrued liabilities 26,743 12,063 Total accounts payable and other accrued liabilities $ 234,443 $ 121,415 |
Securitizations and Variable _2
Securitizations and Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities Expected Losses | As such, the total exposure presented below is not an indication of the Company's expected losses. Carrying Value Total Exposure (in thousands) Rated notes $ 85,234 $ 85,234 Certificates and other assets 13,546 13,546 Total unconsolidated VIEs $ 98,780 $ 98,780 Amortized Cost Fair Value Rated notes $ 84,983 $ 85,234 Certificates and other assets 13,456 13,546 Total securities available for sale $ 98,439 $ 98,780 |
Schedule of Amortized Cost and Fair Value of Securities Available for Sale | As such, the total exposure presented below is not an indication of the Company's expected losses. Carrying Value Total Exposure (in thousands) Rated notes $ 85,234 $ 85,234 Certificates and other assets 13,546 13,546 Total unconsolidated VIEs $ 98,780 $ 98,780 Amortized Cost Fair Value Rated notes $ 84,983 $ 85,234 Certificates and other assets 13,456 13,546 Total securities available for sale $ 98,439 $ 98,780 |
Debt Instruments (Tables)
Debt Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt instruments, excluding finance leases, which are discussed in Note 15 — Leases, as of December 31, 2019 and 2018 consisted of the following (in thousands): December 31, 2019 2018 Asset-Based Financing: Floor Plan Facility $ 515,487 $ 196,963 Finance Receivable Facilities 53,353 — Financing of beneficial interests in securitizations 84,982 — Notes payable 31,757 33,015 Real estate financing 177,221 44,956 Total asset-based financing 862,800 274,934 Senior Notes (1) 600,000 350,000 Total debt 1,462,800 624,934 Less: current portion (606,644) (208,096) Less: unamortized premium and debt issuance costs (2) (13,642) (7,643) Total long-term debt, net $ 842,514 $ 409,195 (1) As of both December 31, 2019 and 2018, Verde held $15.0 million of the Senior Notes. (2) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other current assets and other assets on the accompanying consolidated balance sheets. The unamortized premium is presented as an increase to the carrying amount of the Senior Notes on the accompanying consolidated balance sheets. |
Schedule of Future Minimum Principal Payments of Notes Payable | The following table summarizes the aggregate maturities due in each period for notes payable, Senior Notes, and financing of beneficial interests in securitizations as of December 31, 2019 (in thousands). Maturities related to financing of beneficial interests in securitizations are estimated based on expected timing of payments from the securitization trusts to the lender. 2020 $ 37,804 2021 36,624 2022 23,198 2023 613,347 2024 5,766 Thereafter — Total $ 716,739 |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Noncontrolling Interest [Abstract] | |
Summary of Effects of Changes in Ownership in Carvana Group on Equity | The following table summarizes the effects of changes in ownership in Carvana Group on the Company's equity during the years ended December 31, 2019, 2018, and 2017 (in thousands): For the Years Ended December 31, 2019 2018 2017 Transfers (to) from non-controlling interests: Decrease as a result of issuance of Class A common stock $ (201,015) $ (132,375) $ (174,144) Increase as a result of Carvana Group's issuance of Class A Units in connection with business acquisitions — 1,297 — Increase as a result of exchanges of LLC Units 4,948 15,828 3,631 Decrease as a result of conversion of Class A Convertible Preferred Stock — (67,972) — Increase as a result of adjustments to the non-controlling interests — — 340 Total transfers to non-controlling interests $ (196,067) $ (183,222) $ (170,173) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Equity-based Compensation Expense Included in Selling, General and Administrative | A summary of equity based compensation recognized during the years ended December 31, 2019, 2018, and 2017 is as follows (in thousands): For the Years Ended December 31, 2019 2018 2017 Class B Units $ 2,361 $ 2,474 $ 1,771 Restricted Stock Units and Awards excluding those granted in relation to the 100k Milestone Gift 13,057 6,897 2,662 Restricted Stock Units granted in relation to the 100k Milestone Gift 12,694 12,120 — Options 5,377 2,357 1,178 Class A Units 2,184 1,897 — Total equity-based compensation 35,673 25,745 5,611 Equity-based compensation capitalized to property and equipment (2,610) (1,650) — Equity-based compensation capitalized to inventory (4,505) (3,776) — Equity-based compensation, net of capitalized amounts $ 28,558 $ 20,319 $ 5,611 |
Schedule of Unrecognized Compensation Costs | As of December 31, 2019, unrecognized equity-based compensation related to outstanding awards and the related weighted-average period over which it is expected to be recognized subsequent to December 31, 2019 is presented in the table below. Total unrecognized equity-based compensation will be adjusted for actual forfeitures. Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) Remaining Weighted-Average Amortization Period (in years) Class B Units $ 2,253 1.9 Restricted Stock Units and Awards 36,136 3.0 Options 13,819 2.8 Class A Units 3,217 2.1 Total unrecognized equity-based compensation $ 55,425 |
Schedule of Restricted Stock Award and Restricted Stock Unit Activity | RSA and RSU activity during the years ended December 31, 2019, 2018, and 2017 was as follows: Number of RSAs/RSUs (in thousands) Weighted-Average Grant-Date Fair Value Outstanding at January 1, 2017 — n/a Granted 584 $ 17.11 Settled (135) $ 15.91 Forfeited (29) $ 15.06 Outstanding at December 31, 2017 (1) 420 $ 17.63 Granted 791 $ 46.19 Settled (391) $ 42.35 Forfeited (56) $ 21.64 Outstanding at December 31, 2018 (1) 764 $ 34.25 Granted 672 $ 60.91 Settled (461) $ 45.05 Forfeited (47) $ 37.15 Outstanding at December 31, 2019 (1) 928 $ 48.04 (1) All outstanding RSAs and RSUs at December 31, 2019, 2018, and 2017 are nonvested. |
Schedule of Stock Options Activity | Stock option activity during the years ended December 31, 2019, 2018, and 2017 was as follows (shares and intrinsic value in thousands): Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Outstanding at January 1, 2017 — Options granted 784 $ 15.58 n/a Options exercised (3) $ 15.00 $ 14 Options forfeited or expired (26) $ 15.00 n/a Outstanding at December 31, 2017 755 $ 15.60 9.5 $ 3,000 Options granted 294 $ 44.81 Options exercised (60) $ 13.26 $ 1,224 Options forfeited or expired (58) $ 16.15 Outstanding at December 31, 2018 931 $ 24.95 8.9 $ 11,306 Options granted 364 $ 37.70 Options exercised (104) $ 16.28 $ 5,388 Options forfeited or expired (44) $ 17.53 Outstanding at December 31, 2019 1,147 $ 30.07 8.3 $ 71,101 Vested and exercisable as of December 31, 2019 338 $ 24.64 7.8 $ 22,784 Expected to vest as of December 31, 2019 809 $ 32.33 8.5 $ 48,317 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company determined the grant-date fair value of the options granted during the years ended December 31, 2019, 2018, and 2017 using the Black-Scholes valuation model with the following weighted-average assumptions: Years Ended December 31, 2019 2018 2017 Expected volatility (1) 66.7 % 65.5 % 63.0 % Expected dividend yield — % — % — % Expected term (in years) (2) 6.11 6.00 6.27 Risk-free interest rate 2.5 % 3.0 % 2.0 % Weighted-average grant-date fair value per option $23.87 $26.93 $9.18 (1) Measured using the Company's historical data and selected high-growth guideline companies and considering the risk factors that would influence the range of expected volatility because the Company does not have sufficient historical data to provide a reasonable basis upon which to estimate the expected volatility for the entirety of the term. (2) Expected term represents the estimated period of time until an option is exercised and was determined using the simplified method because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. |
Schedule of Share-based Payment Award, Stock, Common Units, Valuation Assumptions | The Company used a third party valuation specialist to assist management in its estimation of the grant-date fair value of the Class B Units on the respective grant dates during 2017. There were no Class B Units granted in 2018 or 2019. As the participation threshold provides a threshold similar to that of an exercise price for a stock option, the Company used option pricing valuation models with the following weighted-average assumptions: For the Year Ended December 31, 2017 Expected volatility (1) 63.0 % Expected dividend yield — % Expected term (in years) (2) 6.3 Risk-free interest rate 1.9 % Weighted-average grant date fair value per Class B Unit $7.04 (1) Measured using selected high-growth guideline companies and considering the risk factors that would influence the range of expected volatility because the Company does not have sufficient historical data to provide a reasonable basis upon which to estimate the expected volatility. (2) In 2017, the expected term represents the estimated period of time until an award is exchanged and was determined using the simplified method because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. |
Class A Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Common Units | A summary of the Class A Unit activity for the years ended December 31, 2019 and 2018 is as follows: Class A Units Number of Class A Units (in thousands) Weighted-Average Grant Date Fair Value Outstanding at January 1, 2018 — n/a Granted 393 $ 18.58 Exchanged — n/a Forfeited — n/a Outstanding at December 31, 2018 393 Granted — n/a Exchanged (172) $ 18.58 Forfeited — n/a Outstanding at December 31, 2019 221 Vested as of December 31, 2019 18 $ 18.58 Expected to vest as of December 31, 2019 203 $ 18.58 |
Class B Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Common Units | A summary of the Class B Unit activity for the year ended December 31, 2019, 2018, and 2017 is as follows: Class B Units Number of Class B Units (in thousands) Weighted-Average Participation Threshold per Class B Unit Outstanding at January 1, 2017 6,740 $ 1.91 Granted 767 $ 12.00 Exchanged (51) $ 1.81 Forfeited (35) $ 3.48 Outstanding at December 31, 2017 7,421 $ 2.95 Granted — n/a Exchanged (901) $ 0.96 Forfeited (127) $ 10.49 Outstanding at December 31, 2018 6,393 $ 3.08 Granted — n/a Exchanged (1,202) $ 1.17 Forfeited (23) $ 5.23 Outstanding at December 31, 2019 5,168 $ 3.51 Vested as of December 31, 2019 4,416 $ 2.87 Expected to vest as of December 31, 2019 752 $ 7.28 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Summary of the Calculation of Basic and Diluted Net Loss Per Unit | The following table presents the calculation of basic and diluted net loss per share during the years ended December 31, 2019, 2018, and 2017 (in thousands, except per share data): For the years ended December 31, 2019 2018 2017 Numerator: Net loss $ (364,639) $ (254,745) $ (164,316) Net loss attributable to non-controlling interests (1) 249,980 199,269 146,003 Dividends on Class A convertible preferred stock — (4,206) (413) Accretion of beneficial conversion feature on Class A convertible preferred stock — (1,380) (1,237) Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted (1) $ (114,659) $ (61,062) $ (19,963) Denominator: Weighted-average shares of Class A common stock outstanding 47,079 30,362 15,517 Nonvested weighted-average restricted stock awards (232) (319) (276) Weighted-average shares of Class A common stock to compute basic and diluted net loss per Class A common share 46,847 30,043 15,241 Net loss per share of Class A common stock, basic and diluted (1) $ (2.45) $ (2.03) $ (1.31) (1) The 2018 amounts reflect the revision discussed in Note 2 — Summary of Significant Accounting Policies. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. federal rate to the Company’s effective income tax rate is as follows (in thousands, except percentages): Year Ended December 31, 2019 2018 2017 Amount Percent Amount Percent Amount Percent Expected U.S. federal income taxes at statutory rate $ (76,574) 21.0 % $ (53,496) 21.0 % $ (57,511) 35.0 % Impact of 2017 Tax Cuts and Jobs Act — — % — — % 9,303 (5.7) % Loss attributable to non-controlling interests 52,496 (14.4) % 41,024 (16.1) % 52,607 (32.0) % State taxes (2,945) 0.8 % (2,363) 0.9 % (553) 0.3 % Valuation allowance 18,039 (4.9) % 14,771 (5.8) % (3,911) 2.4 % Effect due to LLC flow-through structure 10,004 (2.7) % — — % — — % Other (1,020) 0.2 % 65 0.0 % 65 0.0 % Income tax expense $ — — % $ — — % $ — — % |
Schedule of Deferred Tax Assets | The components of the Company’s deferred tax assets are as follows (in thousands): Years Ended December 31, 2019 2018 Deferred tax assets: Investment in Carvana Group $ 155,775 $ 100,977 Net operating loss carryforward 44,771 23,323 Interest expense carryforward 13,721 2,262 Tax credit carryforward 586 — Total gross deferred tax assets 214,853 126,562 Valuation allowance (214,853) (126,562) Total deferred tax assets, net of valuation allowance $ — $ — Deferred tax liabilities: Intangibles $ (1,808) $ (2,217) Total gross deferred tax liabilities (1,808) (2,217) Net deferred tax liabilities $ (1,808) $ (2,217) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Lease Cost and Activity | The Company's lease costs and activity during the year ended December 31, 2019 were as follows (in thousands): Year Ended December 31, 2019 Lease Costs: Finance Leases: Amortization of finance lease assets $ 8,116 Interest obligations under finance leases 2,014 Total finance lease expense $ 10,130 Operating Leases: Fixed lease costs $ 13,333 Fixed lease costs to related parties 7,469 Variable short-term lease costs to related parties 1,396 Total operating lease costs $ 22,198 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to third party $ 9,600 Operating lease liabilities to related party 8,398 Interest payments on finance lease liabilities 2,014 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 8,425 |
Schedule of Finance Lease, Maturity | The following table summarizes maturities of lease liabilities as of December 31, 2019 (in thousands): Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total 2020 $ 13,985 $ 8,263 $ 14,709 $ 22,972 $ 36,957 2021 13,195 7,737 14,264 22,001 35,196 2022 12,800 7,775 12,432 20,207 33,007 2023 12,022 7,834 9,725 17,559 29,581 2024 5,010 6,621 7,049 13,670 18,680 Thereafter 578 28,622 78,822 107,444 108,022 Total minimum lease payments 57,590 66,852 137,001 203,853 261,443 Less: amount representing interest (6,117) (20,506) (54,420) (74,926) (81,043) Total lease liabilities $ 51,473 $ 46,346 $ 82,581 $ 128,927 $ 180,400 (1) Leases that are on a month-to-month basis, short-term leases, and lease extensions that the Company does not expect to exercise are not included. Payments for additional corporate headquarters space expected to commence in 2020 under an executed lease agreement of approximately $84.8 million are also excluded. (2) Related party lease payments exclude rent payments due under the DriveTime Lease Agreement and the DriveTime Hub Lease Agreement for locations where the Company shares space with DriveTime, as those are variable lease payments contingent upon the Company's utilization of the leased assets. |
Schedule of Operating Lease, Maturity | The following table summarizes maturities of lease liabilities as of December 31, 2019 (in thousands): Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total 2020 $ 13,985 $ 8,263 $ 14,709 $ 22,972 $ 36,957 2021 13,195 7,737 14,264 22,001 35,196 2022 12,800 7,775 12,432 20,207 33,007 2023 12,022 7,834 9,725 17,559 29,581 2024 5,010 6,621 7,049 13,670 18,680 Thereafter 578 28,622 78,822 107,444 108,022 Total minimum lease payments 57,590 66,852 137,001 203,853 261,443 Less: amount representing interest (6,117) (20,506) (54,420) (74,926) (81,043) Total lease liabilities $ 51,473 $ 46,346 $ 82,581 $ 128,927 $ 180,400 (1) Leases that are on a month-to-month basis, short-term leases, and lease extensions that the Company does not expect to exercise are not included. Payments for additional corporate headquarters space expected to commence in 2020 under an executed lease agreement of approximately $84.8 million are also excluded. (2) Related party lease payments exclude rent payments due under the DriveTime Lease Agreement and the DriveTime Hub Lease Agreement for locations where the Company shares space with DriveTime, as those are variable lease payments contingent upon the Company's utilization of the leased assets. |
Schedule of Weighted-Average Remaining Lease Terms and Discount Rates | The weighted-average remaining lease terms and discount rates as of December 31, 2019 were as follows, excluding short-term operating leases: Weighted average remaining term (years) Operating leases 10.6 Finance leases 4.5 Weighted-average discount rate Operating leases 8.4 % Finance leases 5.4 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements and Hierarchy Level | The following tables are a summary of fair value measurements and hierarchy level at December 31, 2019 and 2018 (in thousands): December 31, 2019 Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 56,435 $ 56,435 $ — $ — Beneficial interests in securitizations 98,780 — 29,222 69,558 December 31, 2018 Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 63,713 $ 63,713 $ — $ — (1) Consist of highly liquid investments with original maturities of three months or less and classified in cash and cash equivalents in the accompanying consolidated balance sheets. |
Scheduled of Additional Information of Beneficial Interests in Securitizations | The following table presents additional information about Level 3 beneficial interests in securitizations measured at fair value on a recurring basis for the year ended December 31, 2019 (in thousands): Year Ended December 31, 2019 Opening Balance $ — Transfers into Level 3 80,081 Cash receipts (9,559) Change in fair value (964) Ending Balance $ 69,558 |
Schedule of Fair Value Senior Notes and Carrying Value and Fair Value of Finance Receivables | The fair value of the Senior Notes as of December 31, 2019 and 2018 was as follows (in thousands): December 31, 2019 2018 Carrying value, net of unamortized debt issuance costs $ 591,124 $ 342,869 Fair value 625,114 319,375 December 31, 2019 2018 Carrying value $ 286,969 $ 105,200 Fair value 304,532 109,703 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table summarizes supplemental cash flow information for the years ended December 31, 2019, 2018, and 2017 (in thousands): For the Years Ended December 31, 2019 2018 2017 Supplemental cash flow information: Cash payments for interest, including $1,368, $0, and $382, respectively, to related parties $ 74,080 $ 16,322 $ 7,064 Non-cash investing and financing activities: Capital expenditures financed through long-term debt $ — $ 10,139 $ 18,005 Capital expenditures included in accounts payable and accrued liabilities $ 25,367 $ 9,384 $ 8,619 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 58,186 $ — $ — Property and equipment acquired under finance leases $ 35,924 $ 16,543 $ — Equity-based compensation expense capitalized to property and equipment $ 2,610 $ 1,650 $ — Property and equipment acquired through issuance of Class A common stock $ — $ 536 $ — Fair value of beneficial interests received in securitization transactions $ 109,303 $ — $ — Reductions of beneficial interests in securitizations and associated long-term debt $ 6,760 $ — $ — Issuance of LLC Units related to business acquisitions $ — $ 9,981 $ — Dividends on Convertible Preferred Stock included in accrued liabilities $ — $ — $ 413 Debt issuance costs included in accounts payable and accrued liabilities $ — $ — $ 175 Conversion of Class A Convertible Preferred Stock to common stock $ — $ 98,507 $ — Accrual of return on Class C redeemable preferred units $ — $ — $ 9,439 Conversion of Class C redeemable preferred units to Class A Units $ — $ — $ 260,411 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same amounts shown in the accompanying consolidated statements of cash flows for all periods presented (in thousands): December 31, 2019 2018 2017 Cash and cash equivalents $ 76,016 $ 78,861 $ 172,680 Restricted cash (1) 42,443 9,848 14,443 Total cash, cash equivalents, and restricted cash $ 118,459 $ 88,709 $ 187,123 (1) Amounts included in restricted cash represent the deposits required under the Company's short-term revolving facilities. As of and during the years ended December 31, 2018 and 2017, restricted cash also included amounts required to be held under letter of credit agreements. Refer to Note 9 — Debt Instruments and Note 16 — Commitments and Contingencies for additional information. |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Unaudited Quarterly Results of Operations | The following table sets forth certain unaudited quarterly results of operations for the years ended December 31, 2019 and 2018 (in thousands, except per share data): Three Months Ended Mar 31, 2018 Jun 30, 2018 Sep 30, 2018 Dec 31, 2018 Mar 31, 2019 Jun 30, 2019 Sep 30, 2019 Dec 31, 2019 Net sales and operating revenues $ 360,422 $ 475,286 $ 534,922 $ 584,838 $ 755,234 $ 986,221 $ 1,094,854 $ 1,103,587 Gross profit $ 34,234 $ 49,035 $ 57,306 $ 56,134 $ 88,532 $ 137,793 $ 137,543 $ 142,546 Net loss $ (52,672) $ (51,250) $ (64,419) $ (86,404) $ (82,596) $ (64,059) $ (92,244) $ (125,740) Net loss attributable to Carvana Co. (1) $ (7,043) $ (9,965) $ (16,042) $ (22,426) $ (23,115) $ (20,323) $ (30,088) $ (41,133) Net loss per share of Class A common stock, basic and diluted (1)(2) $ (0.53) $ (0.41) $ (0.50) $ (0.58) $ (0.56) $ (0.44) $ (0.60) $ (0.82) (1) The amounts included in this table for the fourth quarter of 2018 through the third quarter of 2019 have been revised to reflect a decrease in net loss attributable to Carvana Co. and a decrease in net loss per share of Class A common stock, basic and diluted as further described below and in Note 2 — Summary of Significant Accounting Policies. (2) The sum of the four quarters may differ from the annual amount due to rounding and timing of changes in weighted-average outstanding shares relative to net losses incurred each period. |
Business Organization - Narrati
Business Organization - Narrative (Details) $ / shares in Units, $ in Thousands | Jun. 20, 2019USD ($) | May 24, 2019USD ($)$ / sharesshares | Apr. 30, 2018USD ($)$ / sharesshares | Dec. 05, 2017USD ($)$ / sharesshares | May 03, 2017USD ($)vote$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2019class$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Subsidiary, Sale of Stock [Line Items] | ||||||||
Classes of common stock, ownership interest | class | 2 | |||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Conversion ratio | 1.25 | |||||||
Exchange Agreement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion of stock, converted (in shares) | 6,900,000 | 5,400,000 | 14,200,000 | |||||
Carvana Group | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Ownership percentage by Carvana Co. | 32.30% | |||||||
Ownership percentage by LLC unitholders | 67.70% | |||||||
Class A Units | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion ratio | 0.80 | |||||||
Class A Units | Carvana Group | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Convertible preferred stock, shares issued upon conversion (in shares) | 43,100,000 | 6,300,000 | ||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 6,300,000 | |||||||
Class A Units | Ernest Garcia, II | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Investment owned, balance (in shares) | 200,000 | |||||||
Interest acquired | 0.10% | |||||||
Class A Units | Carvana Group | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Investment owned, balance (in shares) | 8,300,000 | 18,800,000 | ||||||
LLC price per unit, multiple on initial public offering price less underwriting discounts and commissions (in dollars per share) | 0.8 | |||||||
Convertible Preferred Units | Carvana Group | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 100,000 | |||||||
Class A | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock sold during period, net proceeds | $ | $ 205,800 | |||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Number of votes | vote | 1 | |||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 5,100,000 | |||||||
Class A | Exchange Agreement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion ratio | 0.8 | |||||||
Conversion of stock, issued (in shares) | 5,600,000 | 4,300,000 | 11,300,000 | |||||
Class B | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | 125,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Number of votes | vote | 1 | |||||||
Common stock, shares issued (in shares) | 117,200,000 | |||||||
Conversion ratio | 0.8 | |||||||
Class B | Exchange Agreement | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Conversion of stock, converted (in shares) | 3,100,000 | 10,300,000 | ||||||
Class B | Garcia Parties | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Number of votes | vote | 10 | |||||||
Class A Convertible Preferred Stock | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Stock sold during period, net proceeds | $ | $ 98,500 | $ 98,507 | ||||||
Preferred stock, shares authorized (in shares) | 100,000 | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||
Conversion ratio | 0.8 | |||||||
Preferred stock initial value per share (in dollars per share) | $ / shares | $ 1,000 | |||||||
Issuance of stock (in shares) | 100,000 | |||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 100,000 | 100,000 | ||||||
Class A Convertible Preferred Stock | Carvana Group | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 100,000 | |||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 25,000 | |||||||
IPO | Class A | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 15,000,000 | |||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 15 | |||||||
Stock sold during period, net proceeds | $ | $ 205,800 | |||||||
Follow-On Offering | Class A | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 4,200,000 | 6,600,000 | ||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 65 | $ 27.50 | ||||||
Net proceeds from the offering | $ | $ 258,800 | $ 172,300 | ||||||
Follow-On Offering - Selling Shareholder | Class A | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 6,100,000 | |||||||
Over-Allotment Option | Class A | ||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||
Net proceeds from the offering | $ | $ 38,900 | |||||||
Sale of stock, option to purchase, number of additional shares, period | 30 days | |||||||
Sale of stock, option to purchase, number of additional shares (in shares) | 600,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revisions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (249,980) | $ (199,269) | $ (101,475) | ||||||||||
Net loss attributable to Carvana Co. | $ (41,133) | $ (30,088) | $ (20,323) | $ (23,115) | $ (22,426) | $ (16,042) | $ (9,965) | $ (7,043) | (114,659) | (55,476) | (62,841) | ||
Net loss attributable to Class A common stockholders | (114,659) | (61,062) | $ (64,491) | ||||||||||
Net loss per share of Class A common stock, basic and diluted (in dollars per share) | $ (0.82) | $ (0.60) | $ (0.44) | $ (0.56) | $ (0.58) | $ (0.50) | $ (0.41) | $ (0.53) | |||||
Accumulated deficit | $ (183,034) | $ (68,375) | (183,034) | (68,375) | |||||||||
Non-controlling interests | (93,827) | (147,742) | (93,827) | (147,742) | |||||||||
Total stockholders' equity attributable to Carvana Co. | $ 98,112 | 79,686 | $ 98,112 | 79,686 | |||||||||
Error in Allocation of Net Loss Between Reporting Entity and Noncontrolling Interest | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (8,900) | $ (6,300) | $ (5,400) | $ (11,700) | $ (20,700) | (6,300) | |||||||
Net loss attributable to Carvana Co. | 8,900 | 6,300 | 5,400 | 11,700 | 20,700 | 6,300 | |||||||
Net loss attributable to Class A common stockholders | $ 8,900 | $ 6,300 | $ 5,400 | $ 11,700 | $ 20,700 | $ 6,300 | |||||||
Net loss per share of Class A common stock, basic and diluted (in dollars per share) | $ 0.18 | $ 0.14 | $ 0.13 | $ 0.27 | $ 0.45 | $ 0.21 | |||||||
Accumulated deficit | $ 26,900 | $ 18,000 | $ 11,700 | 6,300 | $ 18,000 | $ 26,900 | $ 6,300 | ||||||
Non-controlling interests | 26,900 | 18,000 | 11,700 | 6,300 | 18,000 | 26,900 | 6,300 | ||||||
Total stockholders' equity attributable to Carvana Co. | $ 26,900 | $ 18,000 | $ 11,700 | $ 6,300 | $ 18,000 | $ 26,900 | $ 6,300 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Liquidity (Details) | 2 Months Ended | |||
Feb. 26, 2020USD ($)facility | Dec. 31, 2019USD ($)facility | Nov. 30, 2019USD ($) | Oct. 31, 2019USD ($) | |
Debt Instrument [Line Items] | ||||
Committed funds for future construction costs | $ 137,700,000 | |||
Number of IRCs in process | facility | 4 | |||
Line of Credit | Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 925,000,000 | |||
Number of revolving credit warehouse facilities | facility | 2 | |||
Line of credit, accordion feature, aggregate amount | $ 1,000,000,000 | |||
Floor Plan Facility | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, remaining borrowing capacity | $ 434,500,000 | |||
Line of credit facility, maximum borrowing capacity | $ 950,000,000 | $ 950,000,000 | $ 650,000,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Comprehensive Loss (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Other comprehensive income | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Accounts Receivable, Net (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 3.2 | $ 0.4 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Finance Receivables Held for Sale, Net (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Finance receivable, allowance | $ 7.3 | $ 1.8 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Property and Equipment, Schedule of Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Minimum | Transportation fleet equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Maximum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Maximum | Transportation fleet equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 8 years |
Maximum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Impairment charges | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) | 12 Months Ended | ||
Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Accounting Policies [Abstract] | |||
Impairment charges related to intangible assets | $ | $ 0 | $ 0 | $ 0 |
Number of operating segments | segment | 1 | ||
Number of reporting units | segment | 1 | ||
Impairment charges related to goodwill | $ | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
DriveTime Automotive Group, Inc. | Related Party | Master Dealer Agreement | ||
Related Party Transaction [Line Items] | ||
Ending receivables, related to excess cash flow from contracts | $ 6 | $ 1.9 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 204 | $ 111.2 | $ 55.7 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Shipping and Handling Fees and Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Selling, general and administrative expenses | $ 786,717 | $ 425,258 | $ 223,400 |
Shipping and Handling | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Selling, general and administrative expenses | $ 58,100 | $ 35,200 | $ 14,400 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Employer matching contribution, percent of match | 40.00% | ||
Employer matching contribution, percent of employees' gross pay | 6.00% | ||
Vesting period | 5 years | ||
Employer contributions | $ 2 | $ 1.1 | $ 0.7 |
Summary of Significant Accou_16
Summary of Significant Accounting Policies - Segments (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
Summary of Significant Accou_17
Summary of Significant Accounting Policies - Adoption of New Accounting Standards (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Operating lease, right-of-use assets | $ 123,420 | $ 80,300 | $ 0 |
Operating lease liabilities | $ 128,927 | $ 86,800 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization | $ (88,795) | |
Property and equipment, net | 543,471 | |
Less: accumulated depreciation and amortization | $ (44,050) | |
Property and equipment, net | 296,839 | |
Land and site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 98,530 | |
Property and equipment, gross | 45,702 | |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 229,640 | |
Property and equipment, gross | 123,705 | |
Transportation fleet | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 110,302 | |
Property and equipment, gross | 65,760 | |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 66,875 | |
Property and equipment, gross | 36,452 | |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 38,123 | |
Property and equipment, gross | 20,675 | |
Property and equipment excluding construction in progress, net | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 543,470 | |
Property and equipment, net | 454,675 | |
Property and equipment, gross | 292,294 | |
Property and equipment, net | 248,244 | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 88,796 | |
Property and equipment, gross | $ 48,595 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 41,265 | $ 23,539 | $ 11,568 |
Capitalized internal use software costs | 31,700 | 17,400 | 11,500 |
Capitalized computer software additions, related to payroll costs | 24,700 | 13,600 | 7,900 |
Incurred interest | 84,200 | 26,600 | 8,600 |
Capitalized interest | 3,600 | 1,600 | 900 |
Selling, general and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 39,600 | $ 22,500 | $ 11,600 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | Apr. 12, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 9,353 | $ 9,353 | |
Amortization expense | $ 1,600 | 1,100 | |
Weighted average amortization period, definite-lived intangible assets | 4 years 10 months 24 days | ||
Class A Units | |||
Business Acquisition [Line Items] | |||
Number of shares issued to former stockholders (in shares) | 0.5 | ||
Car360 | |||
Business Acquisition [Line Items] | |||
Payment to acquire business, net of cash acquired | $ 16,700 | ||
Cash acquired | 400 | ||
Payments to acquire business, net | 6,700 | ||
Fair value, equity interests issued | 10,000 | ||
Acquired net working capital | 200 | ||
Intangible assets, acquired cost | 9,900 | $ 9,939 | 9,939 |
Deferred tax liability | $ 2,500 | ||
Deferred tax liability, amortization expense | 400 | 300 | |
Goodwill | $ 9,353 | $ 9,353 | |
Car360 | Minimum | |||
Business Acquisition [Line Items] | |||
Deferred tax liability, amortization period | 2 years | 2 years | |
Car360 | Maximum | |||
Business Acquisition [Line Items] | |||
Deferred tax liability, amortization period | 7 years | 7 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Fair Value of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Apr. 12, 2018 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 7,232 | $ 8,869 | |
Goodwill | 9,353 | 9,353 | |
Car360 | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, acquired cost | 9,939 | 9,939 | $ 9,900 |
Less: accumulated amortization | (2,707) | (1,070) | |
Intangible assets, net | 7,232 | 8,869 | |
Goodwill | 9,353 | 9,353 | |
Car360 | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, acquired cost | $ 8,642 | 8,642 | |
Useful Life | 7 years | ||
Car360 | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, acquired cost | $ 523 | 523 | |
Useful Life | 2 years | ||
Car360 | Non-compete agreements | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, acquired cost | $ 774 | $ 774 | |
Useful Life | 5 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 1,590 | |
2021 | 1,389 | |
2022 | 1,389 | |
2023 | 1,279 | |
2024 | 1,235 | |
Thereafter | 350 | |
Intangible assets, net | $ 7,232 | $ 8,869 |
Accounts Payable and Other Ac_3
Accounts Payable and Other Accrued Liabilities - Summary of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Line Items] | ||
Accounts payable, including $9,549 and $3,891, respectively, due to related parties | $ 63,576 | $ 33,032 |
Sales taxes and vehicle licenses and fees | 45,812 | 27,651 |
Accrued compensation and benefits | 21,726 | 13,477 |
Reserve for returns and cancellations | 19,721 | 11,284 |
Accrued interest expense | 15,650 | 9,206 |
Accrued property and equipment | 23,433 | 7,414 |
Accrued advertising costs | 11,403 | 4,398 |
Customer deposits | 6,379 | 2,890 |
Other accrued liabilities | 26,743 | 12,063 |
Total accounts payable and other accrued liabilities | 234,443 | 121,415 |
Related Party | ||
Payables And Accruals [Line Items] | ||
Accounts payable, including $9,549 and $3,891, respectively, due to related parties | 9,549 | 3,891 |
Total accounts payable and other accrued liabilities | $ 9,549 | $ 3,891 |
Related Party Transactions - Le
Related Party Transactions - Lease Agreements (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2019renewal_option | Nov. 30, 2018renewal_option | Mar. 31, 2017locationrenewal_option | Feb. 28, 2017renewal_option | Dec. 31, 2016renewal_option | Nov. 30, 2014renewal_optionlocation | Dec. 31, 2019USD ($)renewal_option | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | ||
Related Party Transaction [Line Items] | ||||||||||
Operating lease, number of renewal options (up to) | 1 | |||||||||
Purchase of certain leasehold improvements and equipment | $ | [1] | $ 230,538 | $ 143,668 | $ 78,490 | ||||||
Related Party | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchase of certain leasehold improvements and equipment | $ | $ 6,282 | |||||||||
Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating leases, renewal term | 20 years | |||||||||
DriveTime Automotive Group, Inc. | Building | Related Party | Lease Agreement for Fully-Operational Inspection and Reconditioning Center | Winder, Georgia | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease, number of renewal options (up to) | 3 | |||||||||
Operating leases, renewal term | 5 years | |||||||||
Operating lease term | 8 years | |||||||||
DriveTime Automotive Group, Inc. | Building | Related Party | Lease Agreement for Fully-Operational Inspection and Reconditioning Center | Cleveland, Ohio | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease term | 3 years | |||||||||
DriveTime Automotive Group, Inc. | Building | Related Party | Related Party Lease Agreements | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease, cancellation terms, number of days prior written notice | 60 days | |||||||||
Operating lease, number of renewal options (up to) | 2 | 2 | ||||||||
Operating leases, renewal term | 1 year | 1 year | ||||||||
Operating lease, renewal options, number of locations | location | 10 | 10 | ||||||||
Termination rights, prior written notice period | 60 days | |||||||||
Operating lease term | 12 months | |||||||||
DriveTime Automotive Group, Inc. | Building | Related Party | Related Party Lease Agreements | Cleveland, Ohio | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease, number of renewal options (up to) | 3 | |||||||||
Operating leases, renewal term | 5 years | |||||||||
DriveTime Automotive Group, Inc. | Leasehold Improvements And Equipment | Related Party | Lease Agreement for Inspection and Reconditioning Center | Nashville, TN | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease, number of renewal options (up to) | 3 | |||||||||
Operating leases, renewal term | 5 years | |||||||||
Operating lease term | 4 years | |||||||||
Verde Investments, Inc. | Building | Related Party | Lease Agreement Related to Vehicle Inspection and Reconditioning Center | Tolleson, Arizona | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease, number of renewal options (up to) | 4 | |||||||||
Operating leases, renewal term | 5 years | |||||||||
Verde Investments, Inc. | Building | Maximum | Related Party | Lease Agreement Related to Vehicle Inspection and Reconditioning Center | Tolleson, Arizona | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease term | 15 years | |||||||||
Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party | Related Party Lease Agreements | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | $ | $ 7,900 | 8,800 | 7,200 | |||||||
Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party | Related Party Lease Agreements | Inventory | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | $ | 3,300 | 4,400 | 2,800 | |||||||
Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party | Related Party Lease Agreements | Selling, general and administrative | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | $ | $ 4,600 | $ 4,400 | $ 4,400 | |||||||
[1] | A related party initially acquired $25.0 million of the senior unsecured notes during the year ended December 31, 2018, of which it subsequently disposed of $10.0 million, and held $15.0 million as of both December 31, 2019 and December 31, 2018. |
Related Party Transactions - Co
Related Party Transactions - Corporate Office Leases (Details) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2019renewal_option | Sep. 30, 2016USD ($)renewal_option | Dec. 31, 2019USD ($)renewal_option | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |||||
Operating lease, number of renewal options | renewal_option | 1 | ||||
Related Party | Office Building Lease | Tempe, Arizona | |||||
Related Party Transaction [Line Items] | |||||
Operating lease term | 10 years | 10 years | |||
Operating lease, number of renewal options | renewal_option | 2 | ||||
Operating leases, renewal term | 5 years | 5 years | |||
DriveTime Automotive Group, Inc. | Related Party | Subleased Office Space | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 100,000 | ||||
DriveTime Automotive Group, Inc. | Related Party | Corporate Headquarters, Office Lease | |||||
Related Party Transaction [Line Items] | |||||
Guarantor obligations, maximum exposure (up to) | $ 500,000 | ||||
DriveTime Automotive Group, Inc. | Related Party | Corporate Headquarters, Office Lease And Subleased Office Space, First Floor | |||||
Related Party Transaction [Line Items] | |||||
Operating lease term | 83 months | ||||
Operating lease, number of renewal options | renewal_option | 3 | ||||
Operating leases, renewal term | 5 years | ||||
DriveTime Automotive Group, Inc. | Related Party | Subleased Office Space, First Floor | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 900,000 | $ 900,000 | $ 700,000 | ||
Verde Investments, Inc. | Related Party | Office Building Lease | Tempe, Arizona | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ 42,500 |
Related Party Transactions - Ma
Related Party Transactions - Master Dealer Agreement (Details) - DriveTime Automotive Group, Inc. - Related Party - Master Dealer Agreement - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 55.6 | $ 23.7 | $ 8.9 |
Revenue related to excess cash reserves on contracts | 4.1 | 1.9 | 0 |
Expenses from transactions with related party | $ 4.3 | $ 2.2 | $ 0.6 |
Related Party Transactions - GA
Related Party Transactions - GAP Waiver Insurance Policy (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | ||
Other assets, due from related parties | $ 14,850 | $ 13,098 |
Related Party | BlueShore | ||
Related Party Transaction [Line Items] | ||
Payments to acquire GAP waiver insurance policy | 1,800 | |
Other assets, due from related parties | $ 200 |
Related Party Transactions - Se
Related Party Transactions - Servicing and Administrative Fees (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
DriveTime Automotive Group, Inc. | Related Party | Servicing and Administrative Fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 4.2 | $ 0.9 | $ 0.2 |
Related Party Transactions - Ai
Related Party Transactions - Aircraft Time Sharing Agreement (Details) - Verde Investments, Inc. - Air Transportation Equipment - Related Party $ in Millions | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($)aircraft | Dec. 31, 2015aircraft | |
Aircraft Time Sharing Agreement | ||||
Related Party Transaction [Line Items] | ||||
Number of aircrafts | 2 | |||
Contractual term | 12 months | |||
Contractual agreement, perpetual automatic renewal term | 12 months | |||
Number of allowable days prior to contract termination with written notice | 30 days | |||
Expenses from transactions with related party | $ | $ 0.5 | $ 0.5 | $ 0.4 | |
Aircraft Time Sharing Agreement, Amended 2017 | ||||
Related Party Transaction [Line Items] | ||||
Number of aircrafts | 2 |
Related Party Transactions - Sh
Related Party Transactions - Shared Services Agreement with DriveTime (Details) - DriveTime Automotive Group, Inc. - Related Party - Shared Services Agreement with DriveTime - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||||
Number of allowable days prior to contract termination with written notice | 30 days | |||
Number of allowable days prior to contract termination with written notice from service provider | 90 days | |||
Selling, general and administrative | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | $ 0 | $ 0 | $ 0.1 |
Related Party Transactions - Ac
Related Party Transactions - Accounts Payable Due to Related Party (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable due to related party | $ 9.5 | $ 3.9 |
Related Party Transactions - _2
Related Party Transactions - Senior Unsecured Notes Held by Verde (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | ||
Long-term debt | $ 716,739 | |
Senior Unsecured Notes Effective September 2018 | Senior Notes | ||
Related Party Transaction [Line Items] | ||
Long-term debt | 591,100 | $ 342,900 |
Related Party | Verde Investments, Inc. | Senior Unsecured Notes Effective September 2018 | Senior Notes | ||
Related Party Transaction [Line Items] | ||
Long-term debt | $ 15,000 | $ 15,000 |
Related Party Transactions - Cr
Related Party Transactions - Credit Facility with Verde (Details) - Line of Credit - Verde Investments, Inc. - Related Party - USD ($) | May 03, 2017 | Feb. 27, 2017 |
Related Party Transaction [Line Items] | ||
Debt instrument, fee amount | $ 1,000,000 | |
Verde Credit Facility | ||
Related Party Transaction [Line Items] | ||
Line of credit facility, maximum borrowing capacity (up to) | $ 50,000,000 | |
Interest rate | 12.00% | |
Verde credit facility | $ 35,000,000 | |
Accrued interest paid | $ 400,000 |
Related Party Transactions - _3
Related Party Transactions - Contribution Agreements (Details) - Contribution Agreement - Chief Executive Officer - Restricted Stock Units (RSUs) | Sep. 10, 2018USD ($)shares |
Related Party Transaction [Line Items] | |
Stock contributed, fee charged, related party | $ | $ 0 |
Stock contribution commitment, shares per employee (in shares) | shares | 165 |
Finance Receivable Sale Agree_2
Finance Receivable Sale Agreements - Narrative (Details) - USD ($) | May 07, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 31, 2019 | Apr. 19, 2019 | Nov. 02, 2018 | Nov. 03, 2017 | Nov. 02, 2017 |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||||||
Beneficial interests in securitizations | $ 98,780,000 | $ 0 | |||||||
A&R Loan and Security Agreement | Revolving Credit Facility | SART 2017-1 Credit Facility | Ally Bank | |||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 350,000,000 | $ 350,000,000 | |||||||
Consumer Loan | |||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||||||
Payments to acquire certificate of the trust, net of cash acquired | 34,000,000 | ||||||||
Beneficial interests in securitizations | 139,700,000 | ||||||||
Certificate of the trust acquisition, debt and other liabilities assumed | $ 105,700,000 | ||||||||
Purchase of finance receivables | 127,700,000 | ||||||||
Consumer Loan | MPSA | |||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||||||
Transfer of financial assets, accounted for as sales, maximum amount eligible to be sold | $ 375,000,000 | $ 1,500,000,000 | $ 375,000,000 | ||||||
Commitment of purchaser, current availability financing, principal balances of finance receivables (up to) | $ 1,000,000,000 | $ 1,250,000,000 | |||||||
Transfer of financial assets accounted for as sales, amount derecognized | 418,800,000 | 733,400,000 | |||||||
Receivable purchase agreement, remaining unused capacity | 658,300,000 | ||||||||
Consumer Loan | 2016 Master Transfer Agreement | |||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||||||
Transfer of financial assets, accounted for as sales, maximum amount eligible to be sold | 292,200,000 | ||||||||
Consumer Loan | 2017 Master Transfer Agreement | |||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||||||
Transfer of financial assets, accounted for as sales, maximum amount eligible to be sold | $ 357,100,000 | ||||||||
Transfer of financial assets accounted for as sales, amount derecognized | 139,300,000 | 348,800,000 | |||||||
Purchase of finance receivables | 387,400,000 | ||||||||
Transfer of financial assets accounted for as sales, transaction fee received | 6,300,000 | ||||||||
Consumer Loan | 2018 Master Transfer Agreement | |||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||||||
Transfer of financial assets accounted for as sales, amount derecognized | 115,000,000 | ||||||||
Consumer Loan | Master Purchase and Sale Agreement and Master Transfer Agreements | |||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||||||||
Gain on loan sales | $ 137,300,000 | $ 51,700,000 | $ 21,700,000 |
Securitizations and Variable _3
Securitizations and Variable Interest Entities - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Beneficial interests in securitizations | $ 98,780 | $ 0 |
Securitizations and Variable _4
Securitizations and Variable Interest Entities - Schedule of Expected Losses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||
Carrying Value | $ 98,780 | $ 0 |
Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 98,780 | |
Total Exposure | 98,780 | |
Rated notes | Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 85,234 | |
Total Exposure | 85,234 | |
Certificates and other assets | Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 13,546 | |
Total Exposure | $ 13,546 |
Securitizations and Variable _5
Securitizations and Variable Interest Entities - Schedule of Cost and Fair Value of Securities (Details) - Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure $ in Thousands | Dec. 31, 2019USD ($) |
Variable Interest Entity [Line Items] | |
Amortized Cost | $ 98,439 |
Fair Value | 98,780 |
Rated notes | |
Variable Interest Entity [Line Items] | |
Amortized Cost | 84,983 |
Fair Value | 85,234 |
Certificates and other assets | |
Variable Interest Entity [Line Items] | |
Amortized Cost | 13,456 |
Fair Value | $ 13,546 |
Debt Instruments - Schedule of
Debt Instruments - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total debt | $ 1,462,800 | $ 624,934 |
Total asset-based financing | 862,800 | 274,934 |
Less: current portion | (606,644) | (208,096) |
Less: unamortized premium and debt issuance costs | (13,642) | (7,643) |
Total long-term debt, net | 842,514 | 409,195 |
Financing of beneficial interests in securitizations | ||
Debt Instrument [Line Items] | ||
Total debt | 84,982 | 0 |
Real estate financing | ||
Debt Instrument [Line Items] | ||
Total debt | 177,221 | 44,956 |
Floor Plan Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 515,487 | 196,963 |
Finance Receivable Facilities [Member] | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 53,353 | 0 |
Promissory Note | Notes payable | ||
Debt Instrument [Line Items] | ||
Total debt | 31,757 | 33,015 |
Senior Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 600,000 | 350,000 |
Senior Notes | Senior Notes | Verde Investments, Inc. | Related Party | ||
Debt Instrument [Line Items] | ||
Total debt | $ 15,000 | $ 15,000 |
Debt Instruments - Floor Plan F
Debt Instruments - Floor Plan Facility (Details) - USD ($) | Nov. 01, 2019 | Nov. 30, 2019 | Nov. 30, 2017 | Dec. 31, 2019 | Oct. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | |||||||
Line of credit, outstanding | $ 568,840,000 | $ 196,963,000 | |||||
Restricted cash | 42,443,000 | $ 9,848,000 | $ 14,443,000 | ||||
Line of Credit | Floor Plan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 950,000,000 | $ 950,000,000 | $ 650,000,000 | ||||
Debt instrument, average monthly outstanding balance threshold | $ 500,000,000 | ||||||
Deposit required under floor plan facility, percentage of principal balance | 7.50% | 5.00% | |||||
Term of principal payments | 5 days | ||||||
Principal repayment, term threshold after sale of used vehicle | 15 days | ||||||
Principal repayment, term threshold after sale of related finance receivable | 2 days | ||||||
Outstanding balance, days held in inventory threshold | 180 days | ||||||
Outstanding balance, held in inventory, percentage of original principal amount due | 10.00% | ||||||
Outstanding balance, held in inventory, original principal amount, threshold | 50.00% | ||||||
Outstanding balance, held in inventory, wholesale value, threshold | 50.00% | ||||||
Interest rate | 4.91% | 5.90% | |||||
Line of credit, outstanding | $ 515,500,000 | $ 197,000,000 | |||||
Line of credit facility, remaining borrowing capacity | 434,500,000 | ||||||
Restricted cash | $ 38,700,000 | $ 9,800,000 | |||||
Line of Credit | Floor Plan Facility | Purchase And Sale Agreement And Master Transfer Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Principal repayment, term threshold after sale of used vehicle | 15 days | ||||||
Principal repayment, term threshold after sale of related finance receivable | 1 day | ||||||
Line of Credit | Floor Plan Facility | LIBOR | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, basis spread on variable rate if average monthly outstanding balance threshold is exceeded | 3.15% | ||||||
Debt instrument, basis spread on variable rate | 3.40% |
Debt Instruments - Finance Rece
Debt Instruments - Finance Receivable Facilities (Details) - USD ($) | 1 Months Ended | |||||
May 31, 2019 | Apr. 30, 2019 | Dec. 31, 2019 | May 07, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||||
Line of credit, outstanding | $ 568,840,000 | $ 196,963,000 | ||||
Restricted cash | $ 42,443,000 | $ 9,848,000 | $ 14,443,000 | |||
Revolving Credit Facility | DART I Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.76% | |||||
Revolving Credit Facility | DART I Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.56% | |||||
Revolving Credit Facility | SART 2017-1 Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.71% | |||||
Revolving Credit Facility | Finance Receivable Facilities [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, outstanding | $ 53,400,000 | |||||
Line of credit facility, remaining borrowing capacity | 596,600,000 | |||||
Restricted cash | $ 3,700,000 | |||||
Loan And Security Agreement | Revolving Credit Facility | DART I Credit Facility | Ally Bank | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 300,000,000 | |||||
Deposit required under floor plan facility, percentage of principal balance | 2.00% | |||||
Loan And Security Agreement | Revolving Credit Facility | DART I Credit Facility | Ally Bank | Minimum | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.00% | |||||
Loan And Security Agreement | Revolving Credit Facility | DART I Credit Facility | Ally Bank | Maximum | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.80% | |||||
A&R Loan and Security Agreement | Revolving Credit Facility | SART 2017-1 Credit Facility | Ally Bank | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 350,000,000 | $ 350,000,000 | ||||
Deposit required under floor plan facility, percentage of principal balance | 2.00% | |||||
A&R Loan and Security Agreement | Revolving Credit Facility | SART 2017-1 Credit Facility | Ally Bank | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread on variable rate | 1.95% |
Debt Instruments - Senior Unsec
Debt Instruments - Senior Unsecured Notes (Details) - USD ($) | Sep. 21, 2018 | Dec. 31, 2019 | May 24, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||
Long-term debt | $ 716,739,000 | |||
Senior Notes | Senior Unsecured Notes Effective September 2018 | ||||
Debt Instrument [Line Items] | ||||
Aggregate amount | $ 350,000,000 | |||
Interest rate | 8.875% | |||
Long-term debt | 591,100,000 | $ 342,900,000 | ||
Senior Notes | Senior Unsecured Notes Effective September 2018 | Verde Investments, Inc. | Related Party | ||||
Debt Instrument [Line Items] | ||||
Long-term debt | $ 15,000,000 | $ 15,000,000 | ||
Senior Notes | Senior Unsecured Notes Effective September 2018 | Debt Instrument, Redemption, Period One | ||||
Debt Instrument [Line Items] | ||||
Redemption price, percentage of principal amount redeemed | 35.00% | |||
Redemption price, percentage | 108.875% | |||
Senior Notes | Senior Unsecured Notes Effective September 2018 | Debt Instrument, Redemption, Period Two | ||||
Debt Instrument [Line Items] | ||||
Redemption price, percentage | 101.00% | |||
Senior Notes | Senior Unsecured Notes Effective May 2019 | ||||
Debt Instrument [Line Items] | ||||
Aggregate amount | $ 250,000,000 | |||
Debt instrument, premium percent | 100.50% |
Debt Instruments - Notes Payabl
Debt Instruments - Notes Payable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Notes payable, due within next twelve months | $ 48,731 | $ 11,133 |
Notes payable | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 6.60% | |
Notes payable | $ 31,800 | |
Notes payable, due within next twelve months | $ 10,900 | |
Minimum | Notes payable | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 2 years | |
Maximum | Notes payable | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 5 years |
Debt Instruments - Minimum Fina
Debt Instruments - Minimum Financing Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 37,804 |
2021 | 36,624 |
2022 | 23,198 |
2023 | 613,347 |
2024 | 5,766 |
Thereafter | 0 |
Total | $ 716,739 |
Debt Instruments - Financing of
Debt Instruments - Financing of Beneficial Interests in Securitizations (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Variable Interest Entity [Line Items] | ||
Pledged beneficial interests in securitization as collateral | $ 85,000 | |
Long-term debt | 716,739 | |
Long-term debt, current portion | 606,644 | $ 208,096 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Long-term debt | 82,700 | |
Long-term debt, current portion | $ 26,400 |
Debt Instruments - Real Estate
Debt Instruments - Real Estate Financing (Details) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2017USD ($)property | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Sale Leaseback Transaction [Line Items] | |||
Sale and leaseback liability, net | $ 51,473,000 | ||
Master Sale-Leaseback Agreement | |||
Sale Leaseback Transaction [Line Items] | |||
Sale leaseback transaction, number of properties sold and leased back at amount equal to the repurchase price (or more) | property | 1 | ||
Sale leaseback transaction, maximum sales price of properties sold and leasing back | $ 75,000,000 | ||
Sale leaseback transaction, total repurchase price | $ 28,800,000 | ||
Sale leaseback transaction, additional amount company may sell and lease back | 75,000,000 | ||
Leased Properties And Construction Improvements | |||
Sale Leaseback Transaction [Line Items] | |||
Sale and leaseback liability, net | $ 174,700,000 | $ 44,400,000 | |
Minimum | |||
Sale Leaseback Transaction [Line Items] | |||
Sale leaseback transaction, expiration period | 20 years | ||
Maximum | |||
Sale Leaseback Transaction [Line Items] | |||
Sale leaseback transaction, expiration period | 25 years | ||
Sale leaseback transaction, renewal period (up to) | 25 years |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Jun. 20, 2019USD ($) | May 24, 2019USD ($)$ / sharesshares | Oct. 02, 2018USD ($)shares | Sep. 10, 2018USD ($) | Apr. 30, 2018USD ($)$ / sharesshares | Dec. 11, 2017 | Dec. 05, 2017USD ($)$ / sharesshares | May 03, 2017USD ($)vote$ / sharesshares | May 02, 2017 | Dec. 09, 2016USD ($)shares | Jul. 12, 2016USD ($)shares | Apr. 27, 2016USD ($)shares | Jul. 25, 2015 | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($)class$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 29, 2018$ / shares |
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||||||||
Classes of common stock, ownership interest | class | 2 | ||||||||||||||||||
Conversion ratio | 1.25 | ||||||||||||||||||
Common unit, multiplier used for conversion ratio | 1.25 | ||||||||||||||||||
Stock issuance costs charged against additional paid in capital | $ | $ 4,900,000 | ||||||||||||||||||
Stock issuance costs | $ | $ 1,300,000 | ||||||||||||||||||
Payments of stock issuance costs | $ | $ 0 | $ 12,000 | $ 400,000 | ||||||||||||||||
Equity Instrument, Convertible, Beneficial Conversion Feature Accretion | $ | $ 0 | $ 1,380,000 | $ 1,237,000 | ||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||||||||||||
Accrued dividends | $ | $ 413,000 | $ 0 | $ 0 | 413,000 | |||||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Issuance of stock (in shares) | 200,000 | 200,000 | |||||||||||||||||
Senior Unsecured Notes Effective September 2018 | Senior Notes | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Amount of debt repaid criteria | $ | $ 1,000 | ||||||||||||||||||
Chief Executive Officer | Contribution Agreement | Restricted Stock Units (RSUs) | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Stock contributed, fee charged, related party | $ | $ 0 | ||||||||||||||||||
Exchange Agreement | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Conversion of stock, converted (in shares) | 6,900,000 | 5,400,000 | 14,200,000 | ||||||||||||||||
LLC units received (in shares) | 5,400,000 | 14,200,000 | |||||||||||||||||
Class A Units | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Conversion ratio | 0.80 | ||||||||||||||||||
Partners' capital account, units (in shares) | 18,600,000 | ||||||||||||||||||
Class A Units | Carvana Group | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Investment owned, balance (in shares) | 8,300,000 | 18,800,000 | |||||||||||||||||
LLC price per unit, multiple on initial public offering price less underwriting discounts and commissions (in dollars per share) | 0.8 | ||||||||||||||||||
Class A Units | Carvana Group | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Common unit, outstanding (in shares) | 189,700,000 | 182,300,000 | |||||||||||||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 6,300,000 | ||||||||||||||||||
Class B Units | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Conversion ratio | 0.80 | ||||||||||||||||||
Class B Units | Carvana Group | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Common unit, outstanding (in shares) | 4,900,000 | 5,600,000 | |||||||||||||||||
Class C Redeemable Preferred Units | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Temporary equity, stock issued during period (in shares) | 43,100,000 | ||||||||||||||||||
Temporary equity, coupon rate | 12.50% | ||||||||||||||||||
Class C Redeemable Preferred Units | Investor | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Temporary equity, stock issued during period (in shares) | 18,300,000 | ||||||||||||||||||
Convertible Preferred Units | Carvana Group | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 100,000 | ||||||||||||||||||
Class A Non-Convertible Preferred Units | Carvana Group | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Issuance of stock (in shares) | 600,000 | ||||||||||||||||||
Repayment of debt, number of shares canceled and retired (in shares) | 1 | ||||||||||||||||||
Garcia Parties | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Ownership percentage of outstanding shares, minimum requirement | 25.00% | ||||||||||||||||||
Carvana Sub | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Percentage of voting power | 0.10% | ||||||||||||||||||
Ernest Garcia, II | Class A Units | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Investment owned, balance (in shares) | 200,000 | ||||||||||||||||||
Interest acquired | 0.10% | ||||||||||||||||||
Ernest Garcia, II | Class C Redeemable Preferred Units | Investor | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Temporary equity, value stock issued during period | $ | $ 100,000,000 | ||||||||||||||||||
CVAN Holdings, LLC | Class C Redeemable Preferred Units | Related Party | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Temporary equity, stock issued during period (in shares) | 8,600,000 | ||||||||||||||||||
Temporary equity, value stock issued during period | $ | $ 50,000,000 | ||||||||||||||||||
GV Auto I, LLC | Class C Redeemable Preferred Units | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Temporary equity, stock issued during period (in shares) | 1,700,000 | ||||||||||||||||||
Temporary equity, value stock issued during period | $ | $ 9,700,000 | ||||||||||||||||||
Fidel Family Trust | Class C Redeemable Preferred Units | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Temporary equity, stock issued during period (in shares) | 500,000 | ||||||||||||||||||
Temporary equity, value stock issued during period | $ | $ 2,700,000 | ||||||||||||||||||
Class A | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Number of votes | vote | 1 | ||||||||||||||||||
Required ratio between shares issued and shares owned of subsidiary | 0.8 | ||||||||||||||||||
Stock issued during the period, value | $ | 205,800,000 | ||||||||||||||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 5,100,000 | ||||||||||||||||||
Class A | Chief Executive Officer | Contribution Agreement | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Contributions of Class A common stock from related party (in shares) | 200,000 | 200,000 | |||||||||||||||||
Stock contributed, fee charged, related party | $ | $ 0 | $ 0 | |||||||||||||||||
Class A | Exchange Agreement | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Conversion ratio | 0.8 | ||||||||||||||||||
Conversion of stock, issued (in shares) | 5,600,000 | 4,300,000 | 11,300,000 | ||||||||||||||||
Class A | IPO | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 15,000,000 | ||||||||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 15 | ||||||||||||||||||
Stock issued during the period, value | $ | $ 205,800,000 | ||||||||||||||||||
Class A | Follow-On Offering | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 4,200,000 | 6,600,000 | |||||||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 65 | $ 27.50 | |||||||||||||||||
Sale of stock, consideration received from transaction | $ | $ 258,800,000 | $ 172,300,000 | |||||||||||||||||
Class A | Follow-On Offering - Selling Shareholder | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 6,100,000 | ||||||||||||||||||
Class A | Over-Allotment Option | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Sale of stock, consideration received from transaction | $ | $ 38,900,000 | ||||||||||||||||||
Sale of stock, option to purchase, number of additional shares, period | 30 days | ||||||||||||||||||
Sale of stock, option to purchase, number of additional shares (in shares) | 600,000 | ||||||||||||||||||
Class A | Class C Redeemable Preferred Units | IPO | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Temporary equity, conversion ratio if offering price as a percentage of original issuance price threshold exceeded (in shares) | 1 | ||||||||||||||||||
Class B | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | 125,000,000 | ||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Number of votes | vote | 1 | ||||||||||||||||||
Conversion ratio | 0.8 | ||||||||||||||||||
Class B | Exchange Agreement | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Conversion of stock, converted (in shares) | 3,100,000 | 10,300,000 | |||||||||||||||||
Class B | Garcia Parties | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Number of votes | vote | 10 | ||||||||||||||||||
Class A Convertible Preferred Stock | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Preferred stock, shares authorized (in shares) | 100,000 | ||||||||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||||||||
Preferred stock initial value per share (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||||||||
Conversion ratio | 0.8 | ||||||||||||||||||
Stock issued during the period, value | $ | $ 98,500,000 | 98,507,000 | |||||||||||||||||
Temporary equity, coupon rate | 5.50% | ||||||||||||||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 100,000 | 100,000 | |||||||||||||||||
Gross issuance of stock | $ | $ 100,000,000 | ||||||||||||||||||
Preferred stock initial value per share (in dollars per share) | $ / shares | $ 1,000 | ||||||||||||||||||
Conversion rate | $ / shares | $ 19.6945 | $ 50.78 | |||||||||||||||||
Percent of stock price for company option to convert preferred stock to common | 150.00% | ||||||||||||||||||
Issuance of stock (in shares) | 100,000 | ||||||||||||||||||
Redemption price, calculation premium to volume weighted average stock price | 20.00% | ||||||||||||||||||
Redemption price, trading days used In calculation | 5 days | ||||||||||||||||||
Beneficial conversion feature of Class A convertible preferred stock | $ | $ (2,600,000) | ||||||||||||||||||
Equity Instrument, Convertible, Beneficial Conversion Feature Accretion | $ | $ 1,400,000 | ||||||||||||||||||
Liquidation preference during change in control | 101.00% | ||||||||||||||||||
Payments of dividends | $ | $ 0 | $ 4,619,000 | $ 0 | ||||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | ||||||||||||||||||
Accrued dividends | $ | $ 0 | ||||||||||||||||||
Class A Convertible Preferred Stock | Carvana Group | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 100,000 | ||||||||||||||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 25,000 | ||||||||||||||||||
Payments of dividends | $ | $ 4,600,000 | ||||||||||||||||||
Class A Convertible Preferred Stock | Shareholder | |||||||||||||||||||
Limited Partners' Capital Account [Line Items] | |||||||||||||||||||
Conversion of Class A Convertible Preferred Stock (in shares) | 75,000 |
Non-controlling Interests - Nar
Non-controlling Interests - Narrative (Details) $ in Thousands | Apr. 12, 2018USD ($) | Dec. 05, 2017shares | May 03, 2017shares | Dec. 31, 2017USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) |
Noncontrolling Interest [Line Items] | |||||||
Conversion ratio | 1.25 | ||||||
Carvana Group | |||||||
Noncontrolling Interest [Line Items] | |||||||
Ownership percentage by Carvana Co. | 32.30% | ||||||
Ownership percentage by existing unitholders | 67.70% | ||||||
Class A Units | |||||||
Noncontrolling Interest [Line Items] | |||||||
Conversion ratio | 0.80 | ||||||
Class B Units | |||||||
Noncontrolling Interest [Line Items] | |||||||
Conversion ratio | 0.80 | ||||||
Carvana Group | Class A Units | |||||||
Noncontrolling Interest [Line Items] | |||||||
Conversion of Class A Convertible Preferred Stock (in shares) | shares | 6,300,000 | ||||||
Convertible preferred stock, shares issued upon conversion (in shares) | shares | 43,100,000 | 6,300,000 | |||||
Class A Convertible Preferred Stock | |||||||
Noncontrolling Interest [Line Items] | |||||||
Conversion ratio | 0.8 | ||||||
Conversion of Class A Convertible Preferred Stock (in shares) | shares | 100,000 | 100,000 | |||||
Class A Convertible Preferred Stock | Carvana Group | |||||||
Noncontrolling Interest [Line Items] | |||||||
Conversion of Class A Convertible Preferred Stock (in shares) | shares | 25,000 | ||||||
Class A | |||||||
Noncontrolling Interest [Line Items] | |||||||
Conversion of Class A Convertible Preferred Stock (in shares) | shares | 5,100,000 | ||||||
Convertible Preferred Units | |||||||
Noncontrolling Interest [Line Items] | |||||||
Stock cancelled and retired during the period (in shares) | shares | 100,000 | ||||||
Car360 | |||||||
Noncontrolling Interest [Line Items] | |||||||
Fair value, equity interests issued | $ 10,000 | ||||||
Car360 | Carvana Group | |||||||
Noncontrolling Interest [Line Items] | |||||||
Number of shares issued to former stockholders (in shares) | shares | 500,000 | ||||||
Fair value, equity interests issued | $ 10,000 | ||||||
Additional Paid-in Capital | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | $ 3,631 | $ 4,948 | 15,828 | $ 3,600 | |||
Additional Paid-in Capital | Class B Units | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | 300 | ||||||
Additional Paid-in Capital | Class A Convertible Preferred Stock | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | (67,972) | ||||||
Additional Paid-in Capital | Car360 | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | 1,297 | ||||||
Additional Paid-in Capital | Public Equity Offering | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | (201,000) | ||||||
Additional Paid-in Capital | Follow On Public Offering | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | (201,015) | (132,375) | |||||
Non-controlling Interests | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | $ (3,631) | (4,950) | (15,828) | (3,600) | |||
Non-controlling Interests | Class B Units | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | $ (300) | ||||||
Non-controlling Interests | Class A Convertible Preferred Stock | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | 67,972 | ||||||
Non-controlling Interests | Car360 | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | (1,297) | ||||||
Non-controlling Interests | Public Equity Offering | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | 201,000 | ||||||
Non-controlling Interests | Follow On Public Offering | |||||||
Noncontrolling Interest [Line Items] | |||||||
Adjustment to non-controlling interests | $ 201,015 | $ 132,375 |
Non-controlling Interests - Cha
Non-controlling Interests - Changes in Ownership (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Transfers (to) from non-controlling interests: | |||
Increase as a result of exchanges of LLC Units | $ 4,948 | $ 15,828 | $ 3,631 |
Increase as a result of adjustments to the non-controlling interests | 0 | 0 | 340 |
Total transfers to non-controlling interests | (196,067) | (183,222) | (170,173) |
Car360 | |||
Transfers (to) from non-controlling interests: | |||
Increase as a result of Carvana Group's issuance of Class A Units in connection with business acquisitions | 0 | 1,297 | 0 |
Class A | |||
Transfers (to) from non-controlling interests: | |||
Decrease as a result of issuance of Class A common stock | (201,015) | (132,375) | (174,144) |
Class A Convertible Preferred Stock | |||
Transfers (to) from non-controlling interests: | |||
Decrease as a result of conversion of Class A Convertible Preferred Stock | $ 0 | $ (67,972) | $ 0 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Equity-based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | $ 35,673 | $ 25,745 | $ 5,611 |
Equity-based compensation, net of capitalized amounts | 28,558 | 20,319 | 5,611 |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) | 55,425 | ||
Property, Plant and Equipment | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation capitalized | (2,610) | (1,650) | 0 |
Inventories | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation capitalized | (4,505) | (3,776) | 0 |
Class B Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | 2,361 | 2,474 | 1,771 |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) | $ 2,253 | ||
Remaining Weighted-Average Amortization Period (in years) | 1 year 10 months 24 days | ||
Restricted Stock Units and Awards excluding those granted in relation to the 100k Milestone Gift | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | $ 13,057 | 6,897 | 2,662 |
Restricted Stock Units granted in relation to the 100k Milestone Gift | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | 12,694 | 12,120 | 0 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | 5,377 | 2,357 | 1,178 |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) | $ 13,819 | ||
Remaining Weighted-Average Amortization Period (in years) | 2 years 9 months 18 days | ||
Class A Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | $ 2,184 | $ 1,897 | $ 0 |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) | $ 3,217 | ||
Remaining Weighted-Average Amortization Period (in years) | 2 years 1 month 6 days |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Unrecognized Compensation and Weighted-Average Amortization Periods (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) | $ 55,425 |
Class B Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) | $ 2,253 |
Remaining Weighted-Average Amortization Period (in years) | 1 year 10 months 24 days |
Restricted Stock Units and Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) | $ 36,136 |
Remaining Weighted-Average Amortization Period (in years) | 3 years |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) | $ 13,819 |
Remaining Weighted-Average Amortization Period (in years) | 2 years 9 months 18 days |
Class A Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands) | $ 3,217 |
Remaining Weighted-Average Amortization Period (in years) | 2 years 1 month 6 days |
Equity-Based Compensation - 201
Equity-Based Compensation - 2017 Omnibus Incentive Plan (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Conversion ratio | 1.25 | ||
Equity-based compensation expense | $ | $ 33,063 | $ 24,095 | $ 5,611 |
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Issuance of stock (in shares) | 200,000 | 200,000 | |
2017 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Maximum number of awards authorized for grant (in shares) | 14,000,000 | ||
2017 Omnibus Incentive Plan | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 2 years | ||
2017 Omnibus Incentive Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 5 years | ||
2017 Omnibus Incentive Plan | Restricted Stock | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 2 years | ||
2017 Omnibus Incentive Plan | Restricted Stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 5 years | ||
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 1 day | 1 day | |
Conversion ratio | 1 | ||
Settlement period after vesting | 30 days | ||
Equity-based compensation expense | $ | $ 12,700 | $ 12,100 | |
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 1 year | ||
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 5 years | ||
2017 Omnibus Incentive Plan | Options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award expiration period | 10 years | ||
2017 Omnibus Incentive Plan | Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 4 years | ||
2017 Omnibus Incentive Plan | Options | Minimum | Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 20.00% | ||
2017 Omnibus Incentive Plan | Options | Minimum | Year One, Following Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 20.00% | ||
2017 Omnibus Incentive Plan | Options | Minimum | Year Two, Following Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 20.00% | ||
2017 Omnibus Incentive Plan | Options | Minimum | Year Three, Following Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 20.00% | ||
2017 Omnibus Incentive Plan | Options | Minimum | Year Four, Following Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 20.00% | ||
2017 Omnibus Incentive Plan | Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 5 years | ||
2017 Omnibus Incentive Plan | Options | Maximum | Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 25.00% | ||
2017 Omnibus Incentive Plan | Options | Maximum | Year One, Following Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 25.00% | ||
2017 Omnibus Incentive Plan | Options | Maximum | Year Two, Following Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 25.00% | ||
2017 Omnibus Incentive Plan | Options | Maximum | Year Three, Following Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 25.00% | ||
2017 Omnibus Incentive Plan | Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Number of shares available for grant (in shares) | 10,800,000 | ||
2017 Omnibus Incentive Plan | Class A | Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Number of shares granted in the period (in shares) | 0 | 100,000 | 600,000 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 45.05 | $ 16.97 | |
2017 Omnibus Incentive Plan | Class A | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Number of shares granted in the period (in shares) | 700,000 | 700,000 | 22,000 |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 60.91 | $ 46.41 | $ 20.64 |
Issuance of stock (in shares) | 200,000 | 200,000 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Schedule of Restricted Stock Award and Restricted Stock Unit Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Weighted-Average Grant-Date Fair Value | |||
Settled (in dollars per share) | $ 18.58 | ||
2017 Omnibus Incentive Plan | Restricted Stock Awards and Units | |||
Number of RSAs/RSUs (in thousands) | |||
Outstanding, Beginning of Period (in shares) | 764 | 420 | 0 |
Granted (in shares) | 672 | 791 | 584 |
Settled (in shares) | (461) | (391) | (135) |
Forfeited (in shares) | (47) | (56) | (29) |
Outstanding, End of Period (in shares) | 928 | 764 | 420 |
Weighted-Average Grant-Date Fair Value | |||
Granted (in dollars per share) | $ 60.91 | $ 46.19 | $ 17.11 |
Settled (in dollars per share) | 45.05 | 42.35 | 15.91 |
Forfeited (in dollars per share) | 37.15 | 21.64 | 15.06 |
Outstanding (in dollars per share) | $ 48.04 | $ 34.25 | $ 17.63 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Schedule of Stock Option Activity (Details) - 2017 Omnibus Incentive Plan - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Options | |||
Outstanding, Beginning of Period (in shares) | 931 | 755 | 0 |
Options granted (in shares) | 364 | 294 | 784 |
Options exercised (in shares) | (104) | (60) | (3) |
Options forfeited or expired (in shares) | (44) | (58) | (26) |
Outstanding, End of Period (in shares) | 1,147 | 931 | 755 |
Vested and exercisable, End of Period (in shares) | 338 | ||
Expected to vest, End of Period (in shares) | 809 | ||
Weighted-Average Exercise Price | |||
Options granted (in dollars per share) | $ 37.70 | $ 44.81 | $ 15.58 |
Options exercised (in dollars per share) | 16.28 | 13.26 | 15 |
Options forfeited or expired (in dollars per share) | 17.53 | 16.15 | 15 |
Options outstanding, end of period (in dollars per share) | 30.07 | $ 24.95 | $ 15.60 |
Options vested and exercisable (in dollars per share) | 24.64 | ||
Options expected to vest, end of period (in dollars per share) | $ 32.33 | ||
Weighted-Average Remaining Contractual Life (in years) | |||
Options outstanding, end of period (in years) | 8 years 3 months 18 days | 8 years 10 months 24 days | 9 years 6 months |
Options vested and exercisable, end of period (in years) | 7 years 9 months 18 days | ||
Options expected to vest, end of period (in years) | 8 years 6 months | ||
Aggregate Intrinsic Value | |||
Options exercised | $ 5,388 | $ 1,224 | $ 14 |
Options outstanding, end of period | 71,101 | $ 11,306 | $ 3,000 |
Options vested and exercisable, end of period | 22,784 | ||
Options expected to vest, end of period | $ 48,317 |
Equity-Based Compensation - Val
Equity-Based Compensation - Valuation Assumptions, Options and Class B Units (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Carvana Group | Class B Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 63.00% | ||
Expected dividend yield | 0.00% | ||
Expected term (in years) | 6 years 3 months 18 days | ||
Risk-free interest rate | 1.90% | ||
Weighted-average grant-date fair value per Class B Unit (in dollars per share) | $ 7.04 | ||
2017 Omnibus Incentive Plan | Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 66.70% | 65.50% | 63.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 6 years 1 month 9 days | 6 years | 6 years 3 months 7 days |
Risk-free interest rate | 2.50% | 3.00% | 2.00% |
Weighted-average grant-date fair value per option (in dollars per share) | $ 23.87 | $ 26.93 | $ 9.18 |
Equity-Based Compensation - Cla
Equity-Based Compensation - Class A Units (Details) shares in Thousands | 12 Months Ended | |
Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Conversion ratio | 1.25 | |
Weighted-Average Grant-Date Fair Value | ||
Vested (in dollars per share) | $ / shares | $ 18.58 | |
Class A Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | 393 |
Granted (in dollars per share) | $ / shares | $ 18.58 | |
Conversion ratio | 0.80 | |
Number of Class A Units (in thousands) | ||
Outstanding, Beginning of Period (in shares) | 393 | 0 |
Granted (in shares) | 0 | 393 |
Exchanged (in shares) | (172) | 0 |
Forfeited (in shares) | 0 | 0 |
Outstanding, End of Period (in shares) | 221 | 393 |
Vested, End of period (in shares) | 18 | |
Expected to vest, End of period (in shares) | 203 | |
Weighted-Average Grant-Date Fair Value | ||
Granted (in dollars per share) | $ / shares | $ 18.58 | |
Exchanged (in dollars per share) | $ / shares | $ 18.58 | |
Expected to vest (in dollars per share) | $ / shares | $ 18.58 | |
Class A Units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 2 years | |
Class A Units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years |
Equity-Based Compensation - C_2
Equity-Based Compensation - Class B Units (Details) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Conversion ratio | 1.25 | ||
Class B Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Participation threshold (in dollars per share) | $ 12 | ||
Conversion ratio | 0.80 | ||
Number of Class B Units (in thousands) | |||
Outstanding, Beginning of Period (in shares) | shares | 6,393 | 7,421 | 6,740 |
Granted (in shares) | shares | 0 | 0 | 767 |
Exchanged (in shares) | shares | (1,202) | (901) | (51) |
Forfeited (in shares) | shares | (23) | (127) | (35) |
Outstanding, End of Period (in shares) | shares | 5,168 | 6,393 | 7,421 |
Vested, End of Period (in shares) | shares | 4,416 | ||
Expected to vest, End of Period (in shares) | shares | 752 | ||
Weighted-Average Participation Threshold per Class B Unit | |||
Outstanding, Beginning of Period (in dollars per share) | $ 3.08 | $ 2.95 | $ 1.91 |
Granted (in dollars per share) | 12 | ||
Exchanged (in dollars per share) | 1.17 | 0.96 | 1.81 |
Forfeited (in dollars per share) | 5.23 | 10.49 | 3.48 |
Outstanding, End of Period (in dollars per share) | 3.51 | $ 3.08 | $ 2.95 |
Vested, End of Period (in dollars per share) | 2.87 | ||
Expected to vest, End of Period (in dollars per share) | $ 7.28 | ||
Class B Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Participation threshold (in dollars per share) | $ 0 | ||
Weighted-Average Participation Threshold per Class B Unit | |||
Granted (in dollars per share) | $ 0 | ||
Class B Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years | ||
Participation threshold (in dollars per share) | $ 12 | ||
Weighted-Average Participation Threshold per Class B Unit | |||
Granted (in dollars per share) | $ 12 |
Equity-Based Compensation - Com
Equity-Based Compensation - Company Performance Plan (Details) | Jul. 25, 2016shares |
Performance Shares | Performance Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Maximum number of awards authorized for grant (in shares) | 1,000,000 |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) - shares | May 03, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Class A Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 3,900,000 | 400,000 | |
Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 106,600,000 | 109,000,000 | 117,000,000 | |
Class B Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,200,000 | 6,400,000 | 7,400,000 | |
Restricted Awards And Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 800,000 | 500,000 | 300,000 | |
Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,100,000 | 900,000 | 800,000 | |
Class A | IPO | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Sale of stock, number of shares issued in transaction (in shares) | 15,000,000 |
Loss Per Share - Calculation of
Loss Per Share - Calculation of Basic and Diluted Net Loss Per Unit (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Numerator: | |||||||||||||
Net loss | $ (125,740) | $ (92,244) | $ (64,059) | $ (82,596) | $ (86,404) | $ (64,419) | $ (51,250) | $ (52,672) | $ (114,374) | $ (364,639) | $ (254,745) | $ (164,316) | |
Net loss attributable to non-controlling interests | 249,980 | 199,269 | 146,003 | ||||||||||
Dividends on Class A convertible preferred stock | 0 | (4,206) | (413) | ||||||||||
Accretion of beneficial conversion feature on Class A convertible preferred stock | 0 | 1,380 | 1,237 | ||||||||||
Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted | $ (114,659) | $ (61,062) | $ (19,963) | ||||||||||
Denominator: | |||||||||||||
Nonvested weighted-average restricted stock awards (in shares) | (232) | (319) | (276) | ||||||||||
Net loss per share of Class A common stock, basic and diluted (in dollars per share) | $ (0.82) | $ (0.60) | $ (0.44) | $ (0.56) | $ (0.58) | $ (0.50) | $ (0.41) | $ (0.53) | |||||
Class A | |||||||||||||
Denominator: | |||||||||||||
Weighted-average shares of Class A common stock to compute basic and diluted net loss per Class A common share (in shares) | [1],[2] | 46,847 | 30,043 | 15,241 | |||||||||
Net loss per share of Class A common stock, basic and diluted (in dollars per share) | [1] | $ (2.45) | $ (2.03) | $ (1.31) | |||||||||
Class A Units | |||||||||||||
Denominator: | |||||||||||||
Weighted-average shares of Class A common stock outstanding (in shares) | 47,079 | 30,362 | 15,517 | ||||||||||
[1] | Amounts for periods prior to the initial public offering have been retrospectively adjusted to give effect to 15.0 million shares of Class A common stock issued in the initial public offering and the Organizational Transactions described in Note 1. | ||||||||||||
[2] | Weighted-average shares of Class A common stock outstanding have been adjusted for unvested restricted stock awards. |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) shares in Millions | May 24, 2019 | Apr. 30, 2018 | Apr. 12, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 03, 2017 |
Tax Credit Carryforward [Line Items] | ||||||||||||||||
Net loss, before income taxes | $ 125,740,000 | $ 92,244,000 | $ 64,059,000 | $ 82,596,000 | $ 86,404,000 | $ 64,419,000 | $ 51,250,000 | $ 52,672,000 | $ 114,374,000 | $ 364,639,000 | $ 254,745,000 | $ 164,316,000 | ||||
Income tax expense | 0 | 0 | 0 | |||||||||||||
Net operating loss carryforwards | 188,200,000 | 188,200,000 | ||||||||||||||
Deferred tax assets, valuation allowance | 214,853,000 | 126,562,000 | 214,853,000 | 126,562,000 | ||||||||||||
Deferred tax liabilities, not available to offset deferred tax assets | 1,800,000 | 1,800,000 | ||||||||||||||
Uncertain tax positions | 0 | $ 0 | 0 | 0 | 0 | 0 | ||||||||||
Related reserves | 0 | 0 | ||||||||||||||
Decrease to deferred tax assets, Tax Cuts And Jobs Act Of 2017 | 9,300,000 | |||||||||||||||
Decrease to deferred tax assets, valuation allowance, Tax Cuts And Jobs Act Of 2017 | 9,300,000 | |||||||||||||||
Deferred tax liability, unrecorded, Tax Receivable Agreement | 178,400,000 | 178,400,000 | ||||||||||||||
Car360 | ||||||||||||||||
Tax Credit Carryforward [Line Items] | ||||||||||||||||
Deferred tax liability | $ 2,500,000 | |||||||||||||||
Deferred tax liability, amortization expense | $ 400,000 | $ 300,000 | ||||||||||||||
Car360 | Minimum | ||||||||||||||||
Tax Credit Carryforward [Line Items] | ||||||||||||||||
Deferred tax liability, amortization period | 2 years | 2 years | ||||||||||||||
Car360 | Maximum | ||||||||||||||||
Tax Credit Carryforward [Line Items] | ||||||||||||||||
Deferred tax liability, amortization period | 7 years | 7 years | ||||||||||||||
Class A | Follow-On Offering | ||||||||||||||||
Tax Credit Carryforward [Line Items] | ||||||||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 4.2 | 6.6 | ||||||||||||||
Class A | Over-Allotment Option | ||||||||||||||||
Tax Credit Carryforward [Line Items] | ||||||||||||||||
Sale of stock, option to purchase, number of additional shares (in shares) | 0.6 | |||||||||||||||
Class A Units | ||||||||||||||||
Tax Credit Carryforward [Line Items] | ||||||||||||||||
Deferred tax assets, basis difference in acquired units | $ 2,500,000 | |||||||||||||||
Deferred tax assets, unrecorded | $ 30,600,000 | |||||||||||||||
Carvana Group | ||||||||||||||||
Tax Credit Carryforward [Line Items] | ||||||||||||||||
Deferred tax assets, basis difference in acquired units | $ 70,300,000 | 70,300,000 | ||||||||||||||
Carvana Group | Class A Units | ||||||||||||||||
Tax Credit Carryforward [Line Items] | ||||||||||||||||
Deferred tax assets, basis difference in acquired units | $ 7,500,000 | $ 500,000 | $ 500,000 | |||||||||||||
Investment owned, balance (in shares) | 8.3 | 18.8 | ||||||||||||||
Deferred tax assets, unrecorded | $ 42,700,000 | $ 43,100,000 | ||||||||||||||
Exchange Agreement | ||||||||||||||||
Tax Credit Carryforward [Line Items] | ||||||||||||||||
Conversion of stock, converted (in shares) | 6.9 | 5.4 | 14.2 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Amount | |||
Expected U.S. federal income taxes at statutory rate | $ (76,574,000) | $ (53,496,000) | $ (57,511,000) |
Impact of 2017 Tax Cuts and Jobs Act | 0 | 0 | 9,303,000 |
Loss attributable to non-controlling interests | 52,496,000 | 41,024,000 | 52,607,000 |
State taxes | (2,945,000) | (2,363,000) | (553,000) |
Valuation allowance | 18,039,000 | 14,771,000 | (3,911,000) |
Effect due to LLC flow-through structure | 10,004,000 | 0 | 0 |
Other | (1,020,000) | 65,000 | 65,000 |
Income tax expense | $ 0 | $ 0 | $ 0 |
Percent | |||
Expected U.S. federal income taxes at statutory rate | 21.00% | 21.00% | 35.00% |
Impact of 2017 Tax Cuts and Jobs Act | 0.00% | 0.00% | (5.70%) |
Loss attributable to non-controlling interests | (14.40%) | (16.10%) | (32.00%) |
State taxes | 0.80% | 0.90% | 0.30% |
Valuation allowance | (4.90%) | (5.80%) | 2.40% |
Other | 0.20% | 0.00% | 0.00% |
Effect due to LLC flow-through structure | (2.70%) | 0.00% | 0.00% |
Income tax expense, Percent | 0.00% | 0.00% | 0.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Investment in Carvana Group | $ 155,775 | $ 100,977 |
Net operating loss carryforward | 44,771 | 23,323 |
Interest expense carryforward | 13,721 | 2,262 |
Tax credit carryforward | 586 | 0 |
Total gross deferred tax assets | 214,853 | 126,562 |
Valuation allowance | (214,853) | (126,562) |
Total deferred tax assets, net of valuation allowance | 0 | 0 |
Deferred tax liabilities: | ||
Intangibles | (1,808) | (2,217) |
Total gross deferred tax liabilities | (1,808) | (2,217) |
Net deferred tax liabilities | $ (1,808) | $ (2,217) |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)renewal_option | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, number of renewal options | renewal_option | 1 | ||
Operating leases, rent expense | $ 7,900 | $ 4,300 | |
Finance leases, outstanding amount | $ 51,473 | ||
Finance leases, outstanding amount, due in next twelve months | $ 3,000 | ||
Equipment | |||
Lessee, Lease, Description [Line Items] | |||
Finance leases, extension term (up to) | 4 years | ||
Finance leases, outstanding amount | $ 16,200 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating leases, renewal term | 1 year | ||
Minimum | Equipment | |||
Lessee, Lease, Description [Line Items] | |||
Finance leases, term of contract | 2 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating leases, renewal term | 20 years | ||
Maximum | Equipment | |||
Lessee, Lease, Description [Line Items] | |||
Finance leases, term of contract | 5 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs and Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Finance Leases: | |
Amortization of finance lease assets | $ 8,116 |
Interest obligations under finance leases | 2,014 |
Total finance lease expense | 10,130 |
Operating Leases: | |
Fixed lease costs | 13,333 |
Total operating lease costs | 22,198 |
Cash payments related to lease liabilities included in operating cash flows: | |
Interest payments on finance lease liabilities | 2,014 |
Cash payments related to lease liabilities included in financing cash flows: | |
Principal payments on finance lease liabilities | 8,425 |
Related Party | |
Operating Leases: | |
Fixed lease costs | 7,469 |
Variable short-term lease costs to related parties | 1,396 |
Cash payments related to lease liabilities included in operating cash flows: | |
Operating lease liabilities | 8,398 |
Third Party | |
Cash payments related to lease liabilities included in operating cash flows: | |
Operating lease liabilities | $ 9,600 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Finance Leases | ||
2020 | $ 13,985 | |
2021 | 13,195 | |
2022 | 12,800 | |
2023 | 12,022 | |
2024 | 5,010 | |
Thereafter | 578 | |
Total minimum lease payments | 57,590 | |
Less: amount representing interest | (6,117) | |
Finance leases, outstanding amount | 51,473 | |
Operating Leases | ||
2020 | 22,972 | |
2021 | 22,001 | |
2022 | 20,207 | |
2023 | 17,559 | |
2024 | 13,670 | |
Thereafter | 107,444 | |
Total minimum lease payments | 203,853 | |
Less: amount representing interest | (74,926) | |
Operating leases, outstanding amount | 128,927 | $ 86,800 |
Total | ||
2020 | 36,957 | |
2021 | 35,196 | |
2022 | 33,007 | |
2023 | 29,581 | |
2024 | 18,680 | |
Thereafter | 108,022 | |
Total minimum lease payments | 261,443 | |
Less: amount representing interest | (81,043) | |
Total lease liabilities | 180,400 | |
Operating lease, payments excluded from lease liabilities, additional corporate headquarters lease expected to commence in 2020 | 84,800 | |
Related Party | ||
Operating Leases | ||
2020 | 8,263 | |
2021 | 7,737 | |
2022 | 7,775 | |
2023 | 7,834 | |
2024 | 6,621 | |
Thereafter | 28,622 | |
Total minimum lease payments | 66,852 | |
Less: amount representing interest | (20,506) | |
Operating leases, outstanding amount | 46,346 | |
Non-Related Party | ||
Operating Leases | ||
2020 | 14,709 | |
2021 | 14,264 | |
2022 | 12,432 | |
2023 | 9,725 | |
2024 | 7,049 | |
Thereafter | 78,822 | |
Total minimum lease payments | 137,001 | |
Less: amount representing interest | (54,420) | |
Operating leases, outstanding amount | $ 82,581 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rates (Details) | Dec. 31, 2019 |
Weighted average remaining term (years) | |
Operating leases | 10 years 7 months 6 days |
Finance leases | 4 years 6 months |
Weighted-average discount rate | |
Operating leases | 8.40% |
Finance leases | 5.40% |
Commitments and Contingencies -
Commitments and Contingencies - Accrued Limited Warranty (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)mi | Dec. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Limited warranty, period | 100 days | |
Limited warranty, number of miles | mi | 4,189 | |
Accrued limited warranty | $ | $ 3.7 | $ 1.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Letters of Credit (Details) - USD ($) $ in Millions | 1 Months Ended | ||
Feb. 28, 2018 | Dec. 31, 2018 | Oct. 31, 2016 | |
Interest-bearing Deposits | |||
Loss Contingencies [Line Items] | |||
Restricted cash | $ 2 | ||
Financial Standby Letter of Credit | |||
Loss Contingencies [Line Items] | |||
Letters of credit outstanding | $ 1.9 | ||
Required cash deposit with financial institution | $ 1.9 | ||
Required cash deposit with financial institution after February 2018 | $ 1 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value Assets Measured on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | $ 98,780 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | 29,222 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | 69,558 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 56,435 | $ 63,713 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 56,435 | 63,713 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Reconciliation Level Three, Beneficial Interests in Securitizations (Details) - Variable Interest Entity, Not Primary Beneficiary - Level 3 - Fair Value, Measurements, Recurring $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Opening Balance | $ 0 |
Transfers into Level 3 | 80,081 |
Cash receipts | (9,559) |
Change in fair value | (964) |
Ending Balance | $ 69,558 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Carrying Value and Fair Value, Senior Notes (Details) - Level 2 - Senior Unsecured Notes Effective September 2018 - Senior Notes - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 591,124 | $ 342,869 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 625,114 | $ 319,375 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Carrying Value and Fair Value, Finance Receivables (Details) - Level 2 - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Carrying value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finance receivables | $ 286,969 | $ 105,200 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finance receivables | $ 304,532 | $ 109,703 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Supplemental cash flow information: | |||
Cash payments for interest, including $1,368, $0, and $382, respectively, to related parties | $ 74,080,000 | $ 16,322,000 | $ 7,064,000 |
Cash payments for interest to related parties | 1,368,000 | 0 | 382,000 |
Non-cash investing and financing activities: | |||
Capital expenditures financed through long-term debt | 0 | 10,139,000 | 18,005,000 |
Capital expenditures included in accounts payable and accrued liabilities | 25,367,000 | 9,384,000 | 8,619,000 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 58,186,000 | ||
Property and equipment acquired under finance leases | 35,924,000 | 16,543,000 | 0 |
Equity-based compensation expense capitalized to property and equipment | 2,610,000 | 1,650,000 | 0 |
Property and equipment acquired through issuance of Class A common stock | 0 | 536,000 | 0 |
Fair value of beneficial interests received in securitization transactions | 109,303,000 | 0 | 0 |
Reductions of beneficial interests in securitizations and associated long-term debt | 6,760,000 | 0 | 0 |
Dividends on Convertible Preferred Stock included in accrued liabilities | 0 | 0 | 413,000 |
Debt issuance costs included in accounts payable and accrued liabilities | 0 | 0 | 175,000 |
Conversion of stock, amount converted | 0 | 0 | 260,411,000 |
Accrual of return on Class C redeemable preferred units | 0 | 0 | 9,439,000 |
Member Units | Car360 | |||
Non-cash investing and financing activities: | |||
Issuance of LLC Units related to business acquisitions | 0 | 9,981,000 | 0 |
Class A Convertible Preferred Stock | |||
Non-cash investing and financing activities: | |||
Dividends on Convertible Preferred Stock included in accrued liabilities | 0 | ||
Conversion of stock, amount converted | $ 0 | $ 98,507,000 | $ 0 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 76,016 | $ 78,861 | $ 172,680 | |
Restricted cash | 42,443 | 9,848 | 14,443 | |
Total cash, cash equivalents, and restricted cash | $ 118,459 | $ 88,709 | $ 187,123 | $ 49,450 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) - Unaudited Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||
Net sales and operating revenues | $ 1,103,587 | $ 1,094,854 | $ 986,221 | $ 755,234 | $ 584,838 | $ 534,922 | $ 475,286 | $ 360,422 | $ 3,939,896 | $ 1,955,467 | $ 858,870 | |
Gross profit | 142,546 | 137,543 | 137,793 | 88,532 | 56,134 | 57,306 | 49,035 | 34,234 | 506,414 | 196,709 | 68,091 | |
Net loss | (125,740) | (92,244) | (64,059) | (82,596) | (86,404) | (64,419) | (51,250) | (52,672) | $ (114,374) | (364,639) | (254,745) | (164,316) |
Net loss attributable to Carvana Co. | $ (41,133) | $ (30,088) | $ (20,323) | $ (23,115) | $ (22,426) | $ (16,042) | $ (9,965) | $ (7,043) | $ (114,659) | $ (55,476) | $ (62,841) | |
Net loss per share of Class A common stock, basic and diluted (in dollars per share) | $ (0.82) | $ (0.60) | $ (0.44) | $ (0.56) | $ (0.58) | $ (0.50) | $ (0.41) | $ (0.53) |
Selected Quarterly Financial _4
Selected Quarterly Financial Data (Unaudited) - Revisions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (249,980) | $ (199,269) | $ (101,475) | ||||||||||
Net Income (Loss) Attributable to Parent | $ (41,133) | $ (30,088) | $ (20,323) | $ (23,115) | $ (22,426) | $ (16,042) | $ (9,965) | $ (7,043) | (114,659) | (55,476) | (62,841) | ||
Net loss attributable to Class A common stockholders | (114,659) | (61,062) | $ (64,491) | ||||||||||
Net loss per share of Class A common stock, basic and diluted (in dollars per share) | $ (0.82) | $ (0.60) | $ (0.44) | $ (0.56) | $ (0.58) | $ (0.50) | $ (0.41) | $ (0.53) | |||||
Accumulated deficit | $ (183,034) | $ (68,375) | (183,034) | (68,375) | |||||||||
Non-controlling interests | 93,827 | 147,742 | 93,827 | 147,742 | |||||||||
Total stockholders' equity attributable to Carvana Co. | $ 98,112 | 79,686 | $ 98,112 | 79,686 | |||||||||
Error in Allocation of Net Loss Between Reporting Entity and Noncontrolling Interest | |||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (8,900) | $ (6,300) | $ (5,400) | $ (11,700) | $ (20,700) | (6,300) | |||||||
Net Income (Loss) Attributable to Parent | 8,900 | 6,300 | 5,400 | 11,700 | 20,700 | 6,300 | |||||||
Net loss attributable to Class A common stockholders | $ 8,900 | $ 6,300 | $ 5,400 | $ 11,700 | $ 20,700 | $ 6,300 | |||||||
Net loss per share of Class A common stock, basic and diluted (in dollars per share) | $ 0.18 | $ 0.14 | $ 0.13 | $ 0.27 | $ 0.45 | $ 0.21 | |||||||
Accumulated deficit | $ 26,900 | $ 18,000 | $ 11,700 | 6,300 | $ 18,000 | $ 26,900 | $ 6,300 | ||||||
Non-controlling interests | (26,900) | (18,000) | (11,700) | (6,300) | (18,000) | (26,900) | (6,300) | ||||||
Total stockholders' equity attributable to Carvana Co. | $ 26,900 | $ 18,000 | $ 11,700 | $ 6,300 | $ 18,000 | $ 26,900 | $ 6,300 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Line of Credit - Subsequent Event | 2 Months Ended |
Feb. 26, 2020USD ($)facility | |
Subsequent Event [Line Items] | |
Number of revolving credit warehouse facilities | facility | 2 |
Line of credit facility, maximum borrowing capacity | $ 925,000,000 |
Line of credit, accordion feature, aggregate amount | $ 1,000,000,000 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - Deferred tax asset valuation allowance - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 126,562 | $ 16,612 | $ 0 |
Charged to costs and expenses | 18,039 | 14,771 | (3,911) |
Charged to other accounts | 70,252 | 95,179 | 20,523 |
Reductions | 0 | 0 | 0 |
Balance at end of period | $ 214,853 | $ 126,562 | $ 16,612 |
Uncategorized Items - cvna-2019
Label | Element | Value |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | $ 5,453,000 |
Dividends, Preferred Stock | us-gaap_DividendsPreferredStock | 413,000 |
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 704,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 48,000 |
Carvana Group [Member] | ||
Adjustments To Additional Paid In Capital, Deferred Tax Assets, Valuation Allowance, Basis Difference In Acquired Units | cvna_AdjustmentsToAdditionalPaidInCapitalDeferredTaxAssetsValuationAllowanceBasisDifferenceInAcquiredUnits | 20,523,000 |
Adjustments To Additional Paid In Capital, Deferred Tax Assets, Basis Difference In Acquired Units | cvna_AdjustmentsToAdditionalPaidInCapitalDeferredTaxAssetsBasisDifferenceInAcquiredUnits | 20,523,000 |
Additional Paid-in Capital [Member] | ||
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | (174,144,000) |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 5,453,000 |
Dividends, Preferred Stock | us-gaap_DividendsPreferredStock | 413,000 |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 205,785,000 |
Noncontrolling Interest, Other Adjustment | cvna_NoncontrollingInterestOtherAdjustment | 340,000 |
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | us-gaap_AdjustmentsRelatedToTaxWithholdingForShareBasedCompensation | 704,000 |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardNetOfForfeitures | (1,000) |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 48,000 |
Additional Paid-in Capital [Member] | Carvana Group [Member] | ||
Adjustments To Additional Paid In Capital, Deferred Tax Assets, Valuation Allowance, Basis Difference In Acquired Units | cvna_AdjustmentsToAdditionalPaidInCapitalDeferredTaxAssetsValuationAllowanceBasisDifferenceInAcquiredUnits | 20,523,000 |
Adjustments To Additional Paid In Capital, Deferred Tax Assets, Basis Difference In Acquired Units | cvna_AdjustmentsToAdditionalPaidInCapitalDeferredTaxAssetsBasisDifferenceInAcquiredUnits | 20,523,000 |
Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (12,899,000) |
Noncontrolling Interest [Member] | ||
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 259,254,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (101,475,000) |
Noncontrolling Interest, Other Adjustment | cvna_NoncontrollingInterestOtherAdjustment | (340,000) |
Member Units [Member] | ||
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | (85,227,000) |
Limited Liability Company (LLC) Members' Equity, Unit-based Payment Arrangement | us-gaap_LimitedLiabilityCompanyLLCMembersEquityUnitBasedCompensation | 158,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (49,942,000) |
Adjustments to Additional Paid in Capital, Increase in Carrying Amount of Redeemable Preferred Stock | us-gaap_AdjustmentsToAdditionalPaidInCapitalIncreaseInCarryingAmountOfRedeemablePreferredStock | 9,439,000 |
Stock Issued During Period, Value, Conversion of Convertible Securities | us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities | $ 260,411,000 |
Common Class A [Member] | Common Stock [Member] | ||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation | us-gaap_SharesPaidForTaxWithholdingForShareBasedCompensation | 47,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | $ (2,000) |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | 15,000 |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardNetOfForfeitures | $ 1,000 |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardNetOfForfeitures | 533,000 |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 15,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised | 3,000 |
Noncontrolling Interest, Decrease From Redemption Or Purchase Of Interest, Shares | cvna_NoncontrollingInterestDecreaseFromRedemptionOrPurchaseOfInterestShares | (2,607,000) |
Convertible Preferred Stock [Member] | Preferred Stock [Member] | ||
Equity Instrument, Convertible, Beneficial Conversion Feature Accretion | cvna_EquityInstrumentConvertibleBeneficialConversionFeatureAccretion | $ (1,237,000) |
Adjustments To Additional Paid In Capital, Convertible Equity With Conversion Feature | cvna_AdjustmentsToAdditionalPaidInCapitalConvertibleEquityWithConversionFeature | (2,617,000) |
Stock Issued During Period, Value, New Issues | us-gaap_StockIssuedDuringPeriodValueNewIssues | $ 98,507,000 |
Stock Issued During Period, Shares, New Issues | us-gaap_StockIssuedDuringPeriodSharesNewIssues | 100,000 |
Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | ||
Equity Instrument, Convertible, Beneficial Conversion Feature Accretion | cvna_EquityInstrumentConvertibleBeneficialConversionFeatureAccretion | $ 1,237,000 |
Adjustments To Additional Paid In Capital, Convertible Equity With Conversion Feature | cvna_AdjustmentsToAdditionalPaidInCapitalConvertibleEquityWithConversionFeature | 2,617,000 |
Common Class B [Member] | ||
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | 85,227,000 |
Common Class B [Member] | Common Stock [Member] | ||
Stock Issued During Period, Value, Conversion of Units | us-gaap_StockIssuedDuringPeriodValueConversionOfUnits | $ 117,000 |
Stock Issued During Period, Shares, Conversion of Units | us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits | 117,236,000 |
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | us-gaap_MinorityInterestDecreaseFromRedemptions | $ 2,000 |
Noncontrolling Interest, Decrease From Redemption Or Purchase Of Interest, Shares | cvna_NoncontrollingInterestDecreaseFromRedemptionOrPurchaseOfInterestShares | 2,572,000 |