Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
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 | |
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 | |
Title of 12(b) Security | Class A Common Stock, Par Value $0.001 Per Share | |
Trading Symbol | CVNA | |
Security Exchange Name | NYSE | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001690820 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 64,063,049 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 101,200,276 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 72,435 | $ 76,016 |
Restricted cash | 72,600 | 42,443 |
Accounts receivable, net | 26,591 | 39,864 |
Finance receivables held for sale, net | 199,045 | 286,969 |
Vehicle inventory | 844,681 | 762,696 |
Beneficial interests in securitizations | 118,923 | 98,780 |
Other current assets | 59,309 | 52,654 |
Total current assets | 1,393,584 | 1,359,422 |
Property and equipment, net | 645,485 | 543,471 |
Operating lease right-of-use assets, including $43,677 and $44,583, respectively, from leases with related parties | 169,741 | 123,420 |
Intangible assets, net | 6,685 | 7,232 |
Goodwill | 9,353 | 9,353 |
Other assets, including $8,372 and $6,138, respectively, due from related parties | 14,370 | 14,850 |
Total assets | 2,239,218 | 2,057,748 |
Current liabilities: | ||
Accounts payable and accrued liabilities, including $10,173 and $9,549, respectively, due to related parties | 246,783 | 234,443 |
Short-term revolving facilities | 812,214 | 568,840 |
Current portion of long-term debt | 53,286 | 48,731 |
Other current liabilities, including $4,436 and $4,518, respectively, from leases with related parties | 16,141 | 12,856 |
Total current liabilities | 1,128,424 | 864,870 |
Long-term debt, excluding current portion, including $15,000 held by a related party | 936,121 | 883,060 |
Operating lease liabilities, including $40,732 and $41,829, respectively from leases with related parties, excluding current portion | 159,751 | 116,071 |
Other liabilities | 1,696 | 1,808 |
Total liabilities | 2,225,992 | 1,865,809 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value - 50,000 shares authorized; none issued and outstanding as of March 31, 2020 and December 31, 2019 | 0 | 0 |
Additional paid-in capital | 285,874 | 280,994 |
Accumulated deficit | (242,921) | (183,034) |
Total stockholders' equity attributable to Carvana Co. | 43,105 | 98,112 |
Non-controlling interests | (29,879) | 93,827 |
Total stockholders' equity | 13,226 | 191,939 |
Total liabilities & stockholders' equity | 2,239,218 | 2,057,748 |
Related Party | ||
Current assets: | ||
Operating lease right-of-use assets, including $43,677 and $44,583, respectively, from leases with related parties | 43,677 | 44,583 |
Other assets, including $8,372 and $6,138, respectively, due from related parties | 8,372 | 6,138 |
Current liabilities: | ||
Accounts payable and accrued liabilities, including $10,173 and $9,549, respectively, due to related parties | 10,173 | 9,549 |
Other current liabilities, including $4,436 and $4,518, respectively, from leases with related parties | 4,436 | 4,518 |
Long-term debt, excluding current portion, including $15,000 held by a related party | 15,000 | 15,000 |
Operating lease liabilities, including $40,732 and $41,829, respectively from leases with related parties, excluding current portion | 40,732 | 41,829 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 51 | 51 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 101 | $ 101 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) - Parenthetical - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating lease, right-of-use asset, from leases with related party | $ 169,741 | $ 123,420 |
Other assets, due from related parties | 14,370 | 14,850 |
Accounts payable and accrued liabilities, due to related parties | 246,783 | 234,443 |
Other current liabilities, from leases with related parties | 16,141 | 12,856 |
Long-term debt, held by a related party | 936,121 | 883,060 |
Operating lease liabilities, from leases with related parties, excluding current portion | $ 159,751 | $ 116,071 |
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 | ||
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) | 50,660,000 | 50,507,000 |
Common stock, shares outstanding (in shares) | 50,660,000 | 50,507,000 |
Class B Common Stock | ||
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) | 101,200,000 | 101,219,000 |
Common stock, shares outstanding (in shares) | 101,200,000 | 101,219,000 |
Related Party | ||
Operating lease, right-of-use asset, from leases with related party | $ 43,677 | $ 44,583 |
Other assets, due from related parties | 8,372 | 6,138 |
Accounts payable and accrued liabilities, due to related parties | 10,173 | 9,549 |
Other current liabilities, from leases with related parties | 4,436 | 4,518 |
Long-term debt, held by a related party | 15,000 | 15,000 |
Operating lease liabilities, from leases with related parties, excluding current portion | $ 40,732 | $ 41,829 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Sales and operating revenues: | |||
Net sales and operating revenues | $ 1,098,216 | $ 755,234 | |
Cost of sales, including $842 and $1,273, respectively, to related parties | 959,794 | 666,702 | |
Gross profit | 138,422 | 88,532 | |
Selling, general and administrative expenses, including $4,426 and $2,735, respectively, to related parties | 275,711 | 155,241 | |
Interest expense, including $333 to related parties | 28,862 | 15,648 | |
Other expense, net | 17,406 | 239 | |
Net loss before income taxes | (183,557) | (82,596) | |
Income tax provision | 0 | 0 | |
Net loss | (183,557) | (82,596) | |
Net loss attributable to non-controlling interests | (123,670) | (59,481) | |
Net loss attributable to Carvana Co. | (59,887) | (23,115) | |
Related Party | |||
Sales and operating revenues: | |||
Net sales and operating revenues | 20,562 | 10,573 | |
Cost of sales, including $842 and $1,273, respectively, to related parties | 842 | 1,273 | |
Selling, general and administrative expenses, including $4,426 and $2,735, respectively, to related parties | 4,426 | 2,735 | |
Interest expense, including $333 to related parties | $ 333 | $ 333 | |
Class A Common Stock | |||
Sales and operating revenues: | |||
Net loss per share of Class A common stock, basic and diluted (in dollars per share) | $ (1.19) | $ (0.56) | |
Weighted-average shares of Class A common stock, basic and diluted (in shares) | [1] | 50,399 | 41,352 |
Used vehicle sales, net | |||
Sales and operating revenues: | |||
Net sales and operating revenues | $ 964,279 | $ 683,829 | |
Wholesale vehicle sales | |||
Sales and operating revenues: | |||
Net sales and operating revenues | 79,606 | 33,030 | |
Other sales and revenues | |||
Sales and operating revenues: | |||
Net sales and operating revenues | $ 54,331 | $ 38,375 | |
[1] | Weighted-average shares of Class A common stock outstanding have been adjusted for unvested restricted stock awards. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) - Parenthetical - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other sales and revenues, from related parties | $ 1,098,216 | $ 755,234 |
Cost of sales, to related parties | 959,794 | 666,702 |
Selling, general and administrative expenses, to related parties | 275,711 | 155,241 |
Interest expense, to related parties | 28,862 | 15,648 |
Related Party | ||
Other sales and revenues, from related parties | 20,562 | 10,573 |
Cost of sales, to related parties | 842 | 1,273 |
Selling, general and administrative expenses, to related parties | 4,426 | 2,735 |
Interest expense, to related parties | $ 333 | $ 333 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Restricted Stock Units | Carvana Group | Common StockClass A Common Stock | Common StockClass A Common StockRestricted Stock Units | Common StockClass B Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCarvana Group | Accumulated Deficit | Non-controlling Interests |
Stockholders' Equity, beginning of the period (in shares) at Dec. 31, 2018 | 41,208,000 | 104,336,000 | ||||||||
Stockholders' Equity, beginning of the period at Dec. 31, 2018 | $ 227,428 | $ 41 | $ 104 | $ 147,916 | $ (68,375) | $ 147,742 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (82,596) | (23,115) | (59,481) | |||||||
Exchanges of LLC Units (in shares) | (2,020,000) | (1,984,000) | ||||||||
Exchanges of LLC Units | $ 2 | $ (2) | 1,899 | (1,899) | ||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | $ 25,582 | $ 25,582 | ||||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis in Carvana Group | (25,582) | (25,582) | ||||||||
Contribution of Class A common stock from related party (in shares) | (72,000) | |||||||||
Issuance of Class A common stock to settle vested restricted stock units (in shares) | 100,000 | 74,000 | ||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes (in shares) | (14,000) | |||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (433) | (433) | ||||||||
Options exercised (in shares) | 27,000 | |||||||||
Options exercised | 426 | 426 | ||||||||
Equity-based compensation | 8,022 | 8,022 | ||||||||
Stockholders' Equity, end of the period (in shares) at Mar. 31, 2019 | 43,243,000 | 102,352,000 | ||||||||
Stockholders' Equity, end of the period at Mar. 31, 2019 | 152,847 | $ 43 | $ 102 | 157,830 | (91,490) | 86,362 | ||||
Stockholders' Equity, beginning of the period (in shares) at Dec. 31, 2019 | 50,507,000 | 101,219,000 | ||||||||
Stockholders' Equity, beginning of the period at Dec. 31, 2019 | 191,939 | $ 51 | $ 101 | 280,994 | (183,034) | 93,827 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (183,557) | (59,887) | (123,670) | |||||||
Exchanges of LLC Units (in shares) | 116,000 | (19,000) | ||||||||
Exchanges of LLC Units | $ 0 | $ 0 | 36 | (36) | ||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | 1,949 | 1,949 | ||||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis in Carvana Group | $ (1,949) | $ (1,949) | ||||||||
Issuance of Class A common stock to settle vested restricted stock units (in shares) | 38,000 | |||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes (in shares) | (8,000) | |||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (2,356) | (2,356) | ||||||||
Options exercised (in shares) | 7,000 | |||||||||
Options exercised | 145 | 145 | ||||||||
Equity-based compensation | 7,055 | 7,055 | ||||||||
Stockholders' Equity, end of the period (in shares) at Mar. 31, 2020 | 50,660,000 | 101,200,000 | ||||||||
Stockholders' Equity, end of the period at Mar. 31, 2020 | $ 13,226 | $ 51 | $ 101 | $ 285,874 | $ (242,921) | $ (29,879) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (183,557) | $ (82,596) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 15,811 | 7,943 |
Loss on disposal of property and equipment | 145 | 49 |
Provision for bad debt and valuation allowance | 5,213 | 1,385 |
Gain on loan sales | (12,976) | (19,200) |
Equity-based compensation expense | 5,940 | 7,711 |
Amortization and write-off of debt issuance costs and bond premium | 1,932 | 979 |
Originations of finance receivables | (782,240) | (532,066) |
Proceeds from sale of finance receivables, net | 812,868 | 601,557 |
Purchase of finance receivables | 0 | (127,710) |
Principal payments received on finance receivables held for sale | 25,653 | 11,227 |
Unrealized loss on beneficial interests in securitization | 11,405 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 12,995 | (5,435) |
Vehicle inventory | (80,014) | (112,536) |
Other assets | (3,985) | (12,873) |
Accounts payable and accrued liabilities | 1,820 | 48,632 |
Operating lease right-of-use assets | (46,321) | (1,262) |
Operating lease liabilities | 46,965 | 68 |
Other liabilities | (112) | (382) |
Net cash used in operating activities | (168,458) | (214,509) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment, including $0 and $4,257, respectively, from related parties | (89,433) | (43,199) |
Principal payments received on beneficial interests in securitizations | 725 | 0 |
Net cash used in investing activities | (88,708) | (43,199) |
Cash Flows from Financing Activities: | ||
Proceeds from short-term revolving facilities | 1,964,496 | 807,890 |
Payments on short-term revolving facilities | (1,721,122) | (570,076) |
Proceeds from issuance of long-term debt | 51,963 | 41,817 |
Payments on long-term debt | (5,912) | (3,003) |
Payments of debt issuance costs | (3,472) | (567) |
Proceeds from exercise of stock options | 145 | 426 |
Tax withholdings related to restricted stock awards | (2,356) | (433) |
Net cash provided by financing activities | 283,742 | 276,054 |
Net increase in cash, cash equivalents and restricted cash | 26,576 | 18,346 |
Cash, cash equivalents and restricted cash at beginning of period | 118,459 | 88,709 |
Cash, cash equivalents and restricted cash at end of period | $ 145,035 | $ 107,055 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Purchases of property and equipment, from related parties | $ 89,433 | $ 43,199 |
Related Party | ||
Purchases of property and equipment, from related parties | $ 0 | $ 4,257 |
Business Organization
Business Organization | 3 Months Ended |
Mar. 31, 2020 | |
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 Carvana Co. is a holding company that was formed as a Delaware corporation on November 29, 2016 for the purpose of completing its 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 Senior Notes (as defined in Note 9 — Debt Instruments) which were issued by Carvana Co. and guaranteed by its and Carvana Group's existing domestic restricted subsidiaries. In accordance with Carvana Group LLC's amended and restated limited liability company agreement (the "LLC Agreement"), Carvana Co. is the sole manager of Carvana Group and conducts, directs and exercises full control over the activities of Carvana Group. There are two classes of common ownership interests in Carvana Group, Class A common units (the "Class A Units") and Class B common units (the "Class B Units"). As further discussed in Note 10 — Stockholders' Equity, the Class A Units and Class B Units (collectively, 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 March 31, 2020, Carvana Co. owned approximately 32.5% of Carvana Group and the LLC Unitholders (as defined in Note 10 — Stockholders' Equity) owned the remaining 67.5%. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. All intercompany balances and transactions have been eliminated. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included within the Company's most recent Annual Report on Form 10-K. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring items) necessary to present fairly the Company’s financial position as of March 31, 2020, results of operations and changes in stockholder's equity for the three months ended March 31, 2020 and 2019. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations. 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. Liquidity The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred losses from inception through March 31, 2020, 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 capital through equity issuances or debt instruments to fund its 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 further in Note 9 — Debt Instruments. At March 31, 2020, the Company had $87.1 million of committed funds for future construction costs at four IRCs currently under construction. The Company funds vehicle inventory purchases through its Floor Plan Facility, as described further in Note 9 — Debt Instruments. As of March 31, 2020, the Company had approximately $211.8 million available under its $950.0 million Floor Plan Facility and may draw upon this facility through October 2020 to fund future vehicle inventory purchases, 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. The Company has historically sold the finance receivables it generates through forward flow agreements and fixed pool loan sales, including securitization transactions. In March 2020, the Company amended its Master Purchase and Sale Agreement with Ally to provide for the sale of up to $2.0 billion of principal balance of finance receivables through March 2021. Prior to selling the finance receivables as part of a securitization transaction, the Company funds the finance receivables through Finance Receivable Facilities (as defined and further discussed in Note 9 — Debt Instruments). At March 31, 2020, the Company had $851.0 million available under its Finance Receivable Facilities, which have a current total capacity of $925.0 million. The Company may draw upon these facilities through July 2021 and February 2022 to fund future finance receivable originations. The aggregate capacity of these facilities may be increased to $1.0 billion with the consent of certain lenders. On April 1, 2020, the Company completed a registered direct offering of approximately 13.3 million shares of its Class A common stock at an offering price of $45.00 per share and received net proceeds from the offering of approximately $599.5 million. Due to the impact of COVID-19 on the economy, the Company has temporarily paused certain new market openings and vending machine launches and significantly reduced discretionary growth expenditures on new hiring, travel, facilities, and information technology investments. The Company has also rebalanced its marketing, staffing, and purchasing levels to align with demand, while closely monitoring key metrics to determine when and how quickly to adjust in the future. Management believes that the actions taken in respect of the COVID-19 pandemic, current working capital, results of operations, and expected continued inventory and capital expenditure financing are sufficient to fund operations for at least one year from the financial statement issuance date. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with 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. The COVID-19 pandemic has adversely impacted the global economy, as well as the Company’s operations, and the extent and duration of the impacts remain unclear. The Company’s future estimates, including, but not limited to, the Company’s allowance for loan losses, inventory valuations, fair value measurements, cancellation reserves, asset impairment charges, and discount rate assumptions, may be impacted and continue to evolve as conditions change as a result of the COVID-19 pandemic. 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. Adoption of New Accounting Standards In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. The Company adopted ASU 2016-13 on January 1, 2020. 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 adoption of ASU 2016-13 did not have a material effect on the Company’s 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 adopted ASU 2018-13 for its fiscal year beginning January 1, 2020 and it did not have a material effect on the Company's fair value 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 adopted ASU 2018-15 for its fiscal year beginning January 1, 2020 and it did not have a material effect 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 adopted ASU 2018-15 for its fiscal year beginning January 1, 2020 and it did not have an effect on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides optional guidance for a limited period of time related to contract modifications and hedge accounting to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The standard is effective from March 12, 2020 through December 31, 2022, except for hedging relationships existing as of December 31, 2022 that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company may elect to take advantage of this optional guidance in its transition away from LIBOR within certain debt contracts but does not expect a material impact on its consolidated financial statements. As of March 31, 2020, the Company had not modified any contracts or had any hedge accounting activity that fell under ASU 2020-04. Accounting Standards Issued But Not Yet Adopted 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. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Land and site improvements $ 103,536 $ 98,530 Buildings and improvements 275,707 229,640 Transportation fleet 128,740 110,302 Software 78,707 66,875 Furniture, fixtures and equipment 45,955 38,123 Total property and equipment excluding construction in progress 632,645 543,470 Less: accumulated depreciation and amortization on property and equipment (105,922) (88,795) Property and equipment excluding construction in progress, net 526,723 454,675 Construction in progress 118,762 88,796 Property and equipment, net $ 645,485 $ 543,471 Depreciation and amortization expense on property and equipment was approximately $15.3 million and $7.6 million for the three months ended March 31, 2020 and 2019, 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 unaudited condensed consolidated statements of operations. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 4 — GOODWILL AND INTANGIBLE ASSETS, NET 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 2 years to 7 years, and approximately $0.1 million and $0.4 million was amortized during the three months ended March 31, 2020 and 2019, respectively. The excess of the purchase price over the amounts allocated to assets acquired, liabilities assumed and the deferred tax liability was approximately $9.4 million, which has been recorded as goodwill. The historical results of operations for Car360 were not significant to the Company's consolidated results of operations for the periods presented. The following table summarizes intangible assets and goodwill related to the Car360 acquisition as of March 31, 2020 and December 31, 2019 (in thousands): Useful Life March 31, 2020 December 31, 2019 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 (3,254) (2,707) Intangible assets, net $ 6,685 $ 7,232 Goodwill N/A $ 9,353 $ 9,353 Amortization expense was approximately $0.5 million and $0.4 million during the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, 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 March 31, 2020 is as follows (in thousands): Expected Future Amortization Remainder of 2020 $ 1,042 2021 1,389 2022 1,389 2023 1,279 2024 1,235 2025 351 Thereafter — Total $ 6,685 |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Accounts payable, including $10,173 and $9,549, respectively, due to related parties $ 56,008 $ 63,576 Sales taxes and vehicle licenses and fees 50,364 45,812 Accrued interest expense 31,210 15,650 Accrued property and equipment 27,270 23,433 Reserve for returns and cancellations 20,024 19,721 Accrued compensation and benefits 14,096 21,726 Accrued advertising costs 12,687 11,403 Customer deposits 6,249 6,379 Other accrued liabilities 28,875 26,743 Total accounts payable and accrued liabilities $ 246,783 $ 234,443 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS Lease Agreements In November 2014, the Company and DriveTime Automotive Group ("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 years, subject to the Company's ability to exercise three renewal options of five years each. 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 years, subject to the Company's ability to exercise three renewal options of five years each. Before DriveTime vacated the facility, the Company paid a monthly rental fee for facility and shared reconditioning costs, calculated based on the Company’s pro rata utilization of space at the IRC in a given month, along with a pro rata share of the facility’s actual insurance costs and real estate taxes. Management has determined that the costs allocated to the Company are based on a reasonable methodology. Expenses related to these operating lease agreements are allocated based on usage to inventory and selling, general and administrative expenses in the accompanying unaudited condensed consolidated balance sheets and statements of operations. Costs allocated to inventory are recognized as cost of sales when the inventory is sold. During the three months ended March 31, 2020, total costs related to these operating lease agreements, including those noted above, were approximately $1.8 million with approximately $0.8 million and $1.0 million allocated to inventory and selling, general and administrative expenses, respectively. During the three months ended March 31, 2019, total costs related to these lease agreements were approximately $1.0 million with approximately $0.8 million and $1.2 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 the three months ended March 31, 2019, in connection with the Company becoming the sole occupant of the IRC near Cleveland, Ohio, the Company purchased certain leasehold improvements and equipment from DriveTime for DriveTime's net book value of approximately $4.3 million. Corporate Office Leases 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 landlord prior to Verde's purchase. In connection with the purchase, Verde assumed that lease. The lease has an initial term of ten 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 three months ended March 31, 2020 and March 31, 2019, the Company recognized approximately $18.3 million and $10.1 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 unaudited condensed 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 three months ended March 31, 2020 and March 31, 2019, the Company recognized approximately $2.3 million and $0.5 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 unaudited condensed 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 $1.3 million and $0.8 million during the three months ended March 31, 2020 and March 31, 2019, respectively, related to the administration of GAP waiver coverage and limited warranty. As of March 31, 2020, the majority of the Company's GAP waiver coverage sales were administered by an unrelated party. GAP Waiver Insurance Policy During the three months ended March 31, 2020 and 2019, the Company purchased insurance policies from BlueShore Insurance Company ("BlueShore"), an affiliate of DriveTime, for approximately $0.0 million and $1.0 million, respectively, 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 March 31, 2020 and December 31, 2019, the Company held a receivable of approximately $0.1 million and $0.2 million, respectively, which is included in other assets on the accompanying unaudited condensed 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 $1.6 million and $0.5 million during the three months ended March 31, 2020 and 2019, 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 on October 22, 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 $0.1 million under this agreement during both the three months ended March 31, 2020 and 2019, respectively. Senior Notes Held by Verde As of both March 31, 2020 and December 31, 2019, Verde held $15.0 million of principal of the Company's outstanding Senior Notes, as defined and further discussed in Note 9 — Debt Instruments. Accounts Payable Due to Related Party As of March 31, 2020 and December 31, 2019, approximately $10.2 million and $9.5 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 unaudited condensed consolidated balance sheets. 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 had 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 | 3 Months Ended |
Mar. 31, 2020 | |
Transfers and Servicing [Abstract] | |
Finance Receivable Sale Agreements | NOTE 7 — FINANCE RECEIVABLE SALE AGREEMENTS The Company originates loans for its customers and sells them to partners and investors pursuant to finance receivable sale agreements. Historically, the Company has sold loans through two types of agreements: forward flow agreements, including a Master Purchase and Sale Agreement and Master Transfer Agreement, and fixed pool loan sales, including securitization transactions. Master Purchase and Sale Agreement In December 2016, the Company entered into a master purchase and sale agreement (the "Master Purchase and Sale Agreement" or "MPSA") with certain financing partners, including Ally Bank and Ally Financial (the "Ally Parties"). Pursuant to the MPSA, the Company sells finance receivables meeting certain underwriting criteria under a committed forward flow arrangement without recourse to the Company for their post-sale performance. In March and April 2020, the Company and the Ally Parties 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 $2.0 billion of principal balances of finance receivables from the amendment date through March 23, 2021 and broaden the set of finance receivables covered by the MPSA. During the three months ended March 31, 2020 and 2019, the Company sold approximately $351.1 million and $65.3 million, respectively, in principal balances of finance receivables under the MPSA and had approximately $1.9 billion of unused capacity as of March 31, 2020. Master Transfer Agreement Through May 7, 2019, the Company was party to a master transfer agreement (the "Master Transfer Agreement") with a purchaser trust (the "Purchaser Trust") under which the Purchaser Trust committed to purchase finance receivables meeting certain underwriting criteria. During the three months ended March 31, 2019, the Company sold approximately $58.3 million in principal balances of finance receivables under the Master Transfer Agreement. During the three months ended March 31, 2019, the Company entered into a separate agreement to purchase finance receivables that it previously sold to the Purchaser Trust under the 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. On May 7, 2019, the Company purchased the certificate of the 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 Purchaser Trust under the Master Transfer Agreement, and its liabilities included $105.7 million in associated debt and other liabilities. In February 2020, the Master Transfer Agreement terminated in connection with the termination of a past finance receivable facility discussed in Note 9 — Debt Instruments. Securitization Transactions 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 sale 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, as further discussed in Note 8 — Securitizations and Variable Interest Entities. During the three months ended March 31, 2020 and 2019, the Company sold approximately $494.8 million and $350.0 million, respectively, in principal balances of finance receivables through securitization transactions. Gain on Loan Sales The total gain related to finance receivables sold to financing partners under the MPSA, the Master Transfer Agreement, and to investors in securitization transactions was approximately $13.0 million and $19.2 million during the three months ended |
Securitizations and Variable In
Securitizations and Variable Interest Entities | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Securitizations and Variable Interest Entities | NOTE 8 — SECURITIZATIONS AND VARIABLE INTEREST ENTITIES As noted in Note 7 — Finance Receivable Sale Agreements, the Company sponsors and establishes securitization trusts to purchase finance receivables from the Company. The securitization trusts issue asset-backed securities, some of which are collateralized by the finance receivables that the Company sells to the securitization trusts. Upon sale 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 Regulation RR of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "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. 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 March 31, 2020, 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 unaudited condensed consolidated balance sheets at fair value, which as of March 31, 2020 and December 31, 2019 were approximately $118.9 million and $98.8 million, respectively. The Company held no other assets or liabilities related to its involvement with unconsolidated VIEs as of March 31, 2020. 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 March 31, 2020 and 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. March 31, 2020 December 31, 2019 Carrying Value Total Exposure Carrying Value Total Exposure (in thousands) Rated notes $ 94,158 $ 94,158 $ 85,234 $ 85,234 Certificates and other assets 24,765 24,765 13,546 13,546 Total unconsolidated VIEs $ 118,923 $ 118,923 $ 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 March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 December 31, 2019 Amortized Cost Fair Value Amortized Cost Fair Value Rated notes $ 101,678 $ 94,158 $ 84,983 $ 85,234 Certificates and other assets 27,750 24,765 13,456 13,546 Total securities available for sale $ 129,428 $ 118,923 $ 98,439 $ 98,780 |
Debt Instruments
Debt Instruments | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Instruments | NOTE 9 — DEBT INSTRUMENTS Short-Term Revolving Facilities Floor Plan Facility The Company has a floor plan facility with a lender to finance its used vehicle inventory (the "Floor Plan Facility"), which is secured by substantially all of its assets, other than the Company's interests in real property and finance receivables pledged under its Finance Receivable Facilities (as defined below). 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 fifteen one fifteen two As of March 31, 2020, the interest rate on the Floor Plan Facility was approximately 4.14%, the Company had an outstanding balance under this facility of approximately $738.2 million, unused capacity of approximately $211.8 million, and held approximately $55.4 million in restricted cash related to this facility. As of December 31, 2019, the interest rate on the Floor Plan Facility was approximately 4.91%, the Company had an outstanding balance 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. Active Finance Receivable Facilities The Company has various short-term revolving credit facilities to fund certain automotive finance receivables originated by the Company prior to selling them, which are typically secured by the finance receivables pledged to them (the "Finance Receivable Facilities"). In January 2020, the Company entered into an agreement pursuant to which a lender agreed to provide a revolving credit facility to fund certain automotive finance receivables originated by the Company. As of March 31, 2020, the lender has committed $425.0 million under this facility. The Company can increase this commitment in $25.0 million increments up to $500.0 million with the lender's consent, and draw upon this facility until July 23, 2021. In February 2020, the Company entered into an agreement pursuant to which a second lender agreed to provide a $500.0 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon this facility until February 20, 2022. Both facilities require that any undistributed amounts collected on the pledged finance receivables be held as restricted cash. The facilities require monthly payments of interest and fees based on usage and unused facility amounts. Both facilities self-amortize from the end of the draw period until maturity, offer full prepayment rights, and have no credit sublimits or aging restrictions. The subsidiaries that entered into these facilities are each wholly-owned, special purpose entities whose assets are not available to the general creditors of the Company. As of March 31, 2020, the Company had an outstanding balance under these facilities of approximately $74.0 million, and unused capacity of approximately $851.0 million. During the three months ended March 31, 2020, the Company's effective interest rate on these facilities was 3.57%. Past Finance Receivable Facilities In April 2019, the Company entered in a Loan and Security Agreement pursuant to which Ally Bank agreed to provide a $300.0 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company could draw upon this credit facility until April 17, 2020, and it had an annual interest rate of one-month LIBOR plus a spread ranging from 1.00% to 1.80%. In May 2019, in connection with the acquisition of the Purchaser Trust described in Note 7 — Finance Receivable Sale Agreements, the Company and Ally Bank entered into an Amended and Restated Loan and Security Agreement to provide an additional $350.0 million revolving credit facility to fund certain other automotive finance receivables originated by the Company. The Company could draw upon this credit facility until April 17, 2020, and it had an annual interest rate of one-month LIBOR plus 1.95%. Both credit facilities required that at least 2% of the outstanding pledged finance receivables principal balances, plus any undistributed amounts collected on the pledged finance receivables amount, be held as restricted cash. Interest payments on these credit facilities were payable monthly on each draw date. Principal repayments occurred on the fifteenth day of each calendar month in an amount equal to the undistributed receivables collected. The Company voluntarily terminated these facilities in February 2020 after entering into the active finance receivable facilities described above. 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. 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 or funding 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, subject to certain conditions, limit the ability of the Company to, among other things, incur additional debt or issue preferred stock, create 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 March 31, 2020, 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 $591.7 million and $591.1 million as of March 31, 2020 and December 31, 2019, 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 unaudited condensed 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 Real Estate Financing The Company finances certain purchases and construction of its property and equipment through various sale and leaseback transactions. As of March 31, 2020, 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 March 31, 2020 and December 31, 2019, the outstanding liability associated with these sale and leaseback arrangements, net of unamortized debt issuance costs, was approximately $226.7 million and $174.7 million, respectively, and was included in long-term debt in the accompanying unaudited condensed consolidated balance sheet. 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 of the 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. As of March 31, 2020 and December 31, 2019, the Company may sell and lease back approximately $75.0 million of its property and equipment under the MSLA. 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 March 31, 2020 and December 31, 2019, the Company has pledged approximately $77.7 million and $85.0 million, respectively, 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 $75.5 million and $82.7 million as of March 31, 2020 and December 31, 2019, respectively, of which approximately $25.4 million and $26.4 million, respectively, was included in current portion of long-term debt in the accompanying unaudited condensed consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10 — STOCKHOLDERS' EQUITY 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 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, 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. Carvana Group's amended and restated LLC Agreement provides for two classes of common ownership interests in Carvana Group: (i) Class A Units and (ii) Class B Units (the "LLC 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 and outstanding 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 holders of LLC units prior to the IPO (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 March 31, 2020, there were approximately 189.9 million and 4.6 million Class A Units and Class B Units (as adjusted for the participation thresholds and closing price of Class A common stock on March 31, 2020), 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 (the “LLC Equity Incentive Plan”) and are subject to a participation threshold and are earned over the requisite service period. Exchange Agreement Carvana Co. and the Original LLC Unitholders together with any holders of LLC units issued subsequent to the IPO (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 (i) conversion ratio adjustments for stock splits, stock dividends, reclassifications and similar transactions, (ii) vesting for certain Class A Units and Class B Units, and (iii) 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 three months ended March 31, 2020, certain LLC Unitholders exchanged 0.1 million LLC Units and 0.0 million shares of Class B common stock for 0.1 million newly-issued shares of Class A common stock. Simultaneously, and in connection with these exchanges, Carvana Co. received approximately 0.1 million LLC Units, increasing its total ownership interest in Carvana Group, and canceled the exchanged shares of Class B common stock. 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 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. Contribution of Class A Common Shares From Ernest Garcia III During the three months ended March 31, 2019, the Company and its Chief Executive Officer, Ernest Garcia III, entered into a contribution agreement (the "Contribution Agreement") in connection with the 100k Milestone Gift, as defined in Note 6 — Related Party Transactions. Pursuant to the Contribution Agreement, Mr. Garcia contributed approximately 0.1 million shares of the Company's Class A common stock to the Company during the three months ended March 31, 2019 at no charge. The Company subsequently granted approximately 0.1 million restricted stock units during the three months ended March 31, 2019 to employees. Refer to Note 12 — Equity-Based Compensation for further discussion. Although the Company does not expect Mr. Garcia to incur any tax obligations related to the Share Contribution, it has indemnified Mr. Garcia from any such obligations that may arise. As of December 31, 2019, Mr. Garcia's commitment related to the 100k Milestone Gift had been fulfilled. |
Non-controlling Interests
Non-controlling Interests | 3 Months Ended |
Mar. 31, 2020 | |
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 exercise of options, issuance of restricted or non-restricted stock, 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 three months ended March 31, 2020 and 2019, the total adjustments related to exchanges of LLC Units were a decrease in non-controlling interests and a corresponding increase in additional paid-in capital of approximately $0.0 million and $1.9 million, respectively, which have been included in exchanges of LLC Units in the accompanying unaudited condensed consolidated statements of stockholders' equity. As of March 31, 2020, Carvana Co. owned approximately 32.5% of Carvana Group with the LLC Unitholders owning the remaining 67.5%. The net loss attributable to the non-controlling interests on the accompanying unaudited condensed 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. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | NOTE 12 — EQUITY-BASED COMPENSATION Equity-based compensation expense 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 expense recognized during the three months ended March 31, 2020 and 2019 is as follows (in thousands): Three Months Ended March 31, 2020 2019 Class B Units $ 458 $ 578 Restricted Stock Units and Awards excluding those granted in relation to the 100k Milestone Gift 4,495 2,467 Restricted Stock Units granted in relation to the 100k Milestone Gift — 3,124 Options 1,607 1,207 Class A Units 495 646 Total equity-based compensation 7,055 8,022 Equity-based compensation capitalized to property and equipment (1,115) (311) Equity-based compensation capitalized to inventory (91) (877) Equity-based compensation, net of capitalized amounts $ 5,849 $ 6,834 As of March 31, 2020, the total unrecognized compensation expense related to outstanding equity awards was approximately $75.8 million, which the Company expects to recognize over a weighted-average period of approximately 3.1 years. Total unrecognized equity-based compensation expense will be adjusted for actual forfeitures. 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 the 100k Milestone Gift, vest over four Class A Units During 2018, the Company granted certain employees Class A Units with service-based vesting over two four Class B Units four five |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
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. The following table presents the calculation of basic and diluted net loss per share during the three months ended March 31, 2020 and 2019 (in thousands, except per share data): Three Months Ended March 31, 2020 2019 Numerator: Net loss $ (183,557) $ (82,596) Net loss attributable to non-controlling interests 123,670 59,481 Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted $ (59,887) $ (23,115) Denominator: Weighted-average shares of Class A common stock outstanding 50,555 41,632 Nonvested weighted-average restricted stock awards (156) (280) Weighted-average shares of Class A common stock to compute basic and diluted net loss per Class A common share 50,399 41,352 Net loss per share of Class A common stock, basic and diluted $ (1.19) $ (0.56) On April 1, 2020, the Company completed a registered direct offering of approximately 13.3 million shares of its Class A common stock and received net proceeds from the offering of approximately $599.5 million. 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 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
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. As described in Note 10 — Stockholders' Equity, the Company acquired approximately 0.1 million LLC Units during the three months ended March 31, 2020 in connection with exchanges with LLC Unitholders. During the three months ended March 31, 2020, the Company recorded a gross deferred tax asset of approximately $1.9 million associated with the basis difference in its investment in Carvana Group related to the acquisition of these LLC Units which is reflected as an increase to additional paid-in capital in the accompanying unaudited condensed consolidated statement of stockholders' equity. As described in Note 4 — Goodwill and Intangible Assets, Net, 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 unaudited condensed consolidated balance sheet. The deferred tax liability will be amortized over two seven During the three months ended March 31, 2020, 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 against its 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 March 31, 2020 and December 31, 2019, the Company has not identified any uncertain tax positions and has not recognized any related reserves. In March 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") was enacted in response to the COVID-19 pandemic. The Company does not expect the provisions of the legislation to have a significant impact on the effective tax rate or income tax payable and deferred income tax positions of the Company. 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 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 (“TRA”). Under the TRA, the Company generally will be required to pay to the Original 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 March 31, 2020, 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 March 31, 2020, the total unrecorded TRA liability is approximately $180.1 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020, the Company is a tenant under various operating leases related to certain of its hubs, vending machines, IRCs, storage, parking 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 in 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 three months ended March 31, 2020 and 2019 were as follows (in thousands): Three Months Ended March 31, 2020 2019 Lease costs: Finance leases: Amortization of finance lease assets $ 3,470 $ 1,267 Interest obligations under finance leases 805 331 Total finance lease costs $ 4,275 $ 1,598 Operating leases: Fixed lease costs $ 5,638 $ 2,328 Fixed lease costs to related parties 2,118 1,806 Variable short-term lease costs to related parties 178 454 Total operating lease costs $ 7,934 $ 4,588 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to third parties $ 3,905 $ 1,817 Operating lease liabilities to related parties $ 2,153 $ 2,137 Interest payments on finance lease liabilities $ 805 $ 331 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 4,064 $ 1,208 Maturity Analysis of Lease Liabilities The following table summarizes maturities of lease liabilities as of March 31, 2020 (in thousands): Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total Remainder of 2020 $ 14,033 $ 6,110 $ 12,384 $ 18,494 $ 32,527 2021 17,058 7,737 18,739 26,476 43,534 2022 16,471 7,775 17,249 25,024 41,495 2023 15,360 7,834 15,166 23,000 38,360 2024 8,238 6,621 13,680 20,301 28,539 Thereafter 2,308 28,622 147,118 175,740 178,048 Total minimum lease payments 73,468 64,699 224,336 289,035 362,503 Less: amount representing interest (7,738) (19,531) (93,612) (113,143) (120,881) Total lease liabilities $ 65,730 $ 45,168 $ 130,724 $ 175,892 $ 241,622 (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. (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 March 31, 2020 and 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 March 31, 2020 and 2019 were as follows, excluding short-term operating leases: Three Months Ended March 31, 2020 2019 Weighted-average remaining lease terms (years) Operating leases 10.9 10.9 Finance leases 4.5 4.9 Weighted-average discount rate Operating leases 8.3 % 9.0 % Finance leases 5.4 % 5.6 % |
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 March 31, 2020, the Company is a tenant under various operating leases related to certain of its hubs, vending machines, IRCs, storage, parking 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 in 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 three months ended March 31, 2020 and 2019 were as follows (in thousands): Three Months Ended March 31, 2020 2019 Lease costs: Finance leases: Amortization of finance lease assets $ 3,470 $ 1,267 Interest obligations under finance leases 805 331 Total finance lease costs $ 4,275 $ 1,598 Operating leases: Fixed lease costs $ 5,638 $ 2,328 Fixed lease costs to related parties 2,118 1,806 Variable short-term lease costs to related parties 178 454 Total operating lease costs $ 7,934 $ 4,588 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to third parties $ 3,905 $ 1,817 Operating lease liabilities to related parties $ 2,153 $ 2,137 Interest payments on finance lease liabilities $ 805 $ 331 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 4,064 $ 1,208 Maturity Analysis of Lease Liabilities The following table summarizes maturities of lease liabilities as of March 31, 2020 (in thousands): Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total Remainder of 2020 $ 14,033 $ 6,110 $ 12,384 $ 18,494 $ 32,527 2021 17,058 7,737 18,739 26,476 43,534 2022 16,471 7,775 17,249 25,024 41,495 2023 15,360 7,834 15,166 23,000 38,360 2024 8,238 6,621 13,680 20,301 28,539 Thereafter 2,308 28,622 147,118 175,740 178,048 Total minimum lease payments 73,468 64,699 224,336 289,035 362,503 Less: amount representing interest (7,738) (19,531) (93,612) (113,143) (120,881) Total lease liabilities $ 65,730 $ 45,168 $ 130,724 $ 175,892 $ 241,622 (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. (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 March 31, 2020 and 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 March 31, 2020 and 2019 were as follows, excluding short-term operating leases: Three Months Ended March 31, 2020 2019 Weighted-average remaining lease terms (years) Operating leases 10.9 10.9 Finance leases 4.5 4.9 Weighted-average discount rate Operating leases 8.3 % 9.0 % Finance leases 5.4 % 5.6 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
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 $5.4 million and $3.7 million as of March 31, 2020 and December 31, 2019, respectively, and is included in accounts payable and other accrued liabilities in the accompanying unaudited condensed consolidated balance sheets. 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 March 31, 2020 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 | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 17 — FAIR VALUE OF FINANCIAL INSTRUMENTS As of March 31, 2020 and December 31, 2019, the Company held certain assets that were required to be measured at fair value on a recurring basis and 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 March 31, 2020 and December 31, 2019 (in thousands): As of March 31, 2020: Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 2,720 $ 2,720 $ — $ — Beneficial interests in securitizations 118,923 — — 118,923 As of 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 _________________________ (1) Consists of highly liquid investments with original maturities of three months or less and classified in cash and cash equivalents in the accompanying unaudited condensed consolidated balance sheets. As of March 31, 2020 and December 31, 2019, the Company has a purchase price adjustment receivable of approximately $1.9 million and $6.9 million, respectively, which is carried at fair value and classified as other assets in the accompanying unaudited condensed consolidated balance sheets. Under the Master Purchase and Sale Agreement, the purchaser will make future cash payments to the Company based on the performance of the finance receivables sold. The fair value of the purchase price adjustment receivable is determined based on the extent to which the Company’s estimated performance of the underlying finance receivables exceeds a mutually agreed upon performance threshold of the underlying finance receivables as of measurement dates specified in the Master Purchase and Sale Agreement. The Company develops its estimate of future cumulative losses based on the historical performance of finance receivables it originated with similar characteristics as well as general macro-economic trends. The Company then utilizes a discounted cash flow model to calculate the present value of the expected future payment amounts. Due to the lack of observable market data this receivable is classified as Level 3. The adjustments to the fair value of the purchase price adjustment receivable during the three months ended March 31, 2020 and 2019 were approximately $5.1 million and $0.0 million, respectively, and are reflected in other expense, net in the accompanying unaudited condensed consolidated statements of operations. 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 typically include beneficial interests in the most recent securitization due to the proximity to the end of the period and lack of observable changes in economic inputs. Given the changes in the market and overall economic inputs between pricing and closing of the most recent securitization transaction completed in March 2020, it was classified as Level 3 as of March 31, 2020. 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. The Company elected the fair value option on its beneficial interests in securitizations, which allows it to recognize changes in the fair value of these assets in the period the fair value changes. Changes in the fair value of the beneficial interests in securitizations are reflected in other expense, net in the accompanying unaudited condensed consolidated statements of operations. 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 three months ended March 31, 2020, the Company transferred beneficial interests acquired as part of the securitization transaction in December 2019 from Level 2 to Level 3. The assets are typically 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 three months ended March 31, 2020. There were no transfers into or out of Level 3 during the three months ended March 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 three months ended March 31, 2020 (in thousands): March 31, 2020 Opening Balance, December 31, 2019 $ 69,558 Transfers into Level 3 29,222 Received in securitization transactions 39,578 Cash receipts (8,030) Change in fair value (11,405) Ending Balance, March 31, 2020 $ 118,923 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 periods ended March 31, 2020 and December 31, 2019. The carrying value of the financing of beneficial interests in securitizations was determined to approximate fair value because in the event of a decline in the fair value of the pledged collateral of the financing, the repurchase price of the pledged collateral will be increased by the amount of the decline. The fair value of the Senior Notes, which are not carried at fair value on the accompanying unaudited condensed 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 March 31, 2020 and December 31, 2019 was as follows (in thousands): March 31, 2020 December 31, 2019 Carrying value, net of unamortized debt issuance costs $ 591,731 $ 591,124 Fair value 562,144 625,114 The fair value of finance receivables, which are not carried at fair value on the accompanying unaudited condensed 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 March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 December 31, 2019 Carrying value $ 199,045 $ 286,969 Fair value 199,045 304,532 Derivative Instruments As of March 31, 2020 and December 31, 2019, the Company had no outstanding derivative instruments. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2020 | |
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 three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Supplemental cash flow information: Cash payments for interest $ 13,272 $ 3,917 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 35,886 $ 11,246 Property and equipment acquired under finance leases $ 18,326 $ 11,395 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 50,253 $ 4,940 Equity-based compensation expense capitalized to property and equipment $ 1,115 $ 311 Fair value of beneficial interests received in securitization transactions $ 39,578 $ 19,531 Reductions of beneficial interests in securitizations and associated long-term debt $ 7,305 $ — The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the accompanying unaudited condensed consolidated statements of cash flows for all periods presented (in thousands): March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018 Cash and cash equivalents $ 72,435 $ 76,016 $ 85,321 $ 78,861 Restricted cash (1) 72,600 42,443 21,734 9,848 Total cash, cash equivalents and restricted cash $ 145,035 $ 118,459 $ 107,055 $ 88,709 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19 — SUBSEQUENT EVENTS Registered Direct Offering On April 1, 2020, the Company completed a registered direct offering to investors of approximately 13.3 million shares of its Class A common stock at an offering price of $45.00 per share and received net proceeds from the offering of approximately $599.5 million. Ernest Garcia II, through Verde, and Ernest Garcia III each invested approximately $25.0 million, or |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. All intercompany balances and transactions have been eliminated. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included within the Company's most recent Annual Report on Form 10-K. |
Use of Estimates | Use of EstimatesThe preparation of these unaudited condensed consolidated financial statements in conformity with 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. The COVID-19 pandemic has adversely impacted the global economy, as well as the Company’s operations, and the extent and duration of the impacts remain unclear. The Company’s future estimates, including, but not limited to, the Company’s allowance for loan losses, inventory valuations, fair value measurements, cancellation reserves, asset impairment charges, and discount rate assumptions, may be impacted and continue to evolve as conditions change as a result of the COVID-19 pandemic. 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. |
Adoption of New Accounting Standards and Accounting Standards Issued But Not Yet Adopted | Adoption of New Accounting Standards In June 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-13, Financial instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which amends the guidance on the impairment of financial instruments by requiring measurement and recognition of expected credit losses for financial assets held. The Company adopted ASU 2016-13 on January 1, 2020. 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 adoption of ASU 2016-13 did not have a material effect on the Company’s 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 adopted ASU 2018-13 for its fiscal year beginning January 1, 2020 and it did not have a material effect on the Company's fair value 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 adopted ASU 2018-15 for its fiscal year beginning January 1, 2020 and it did not have a material effect 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 adopted ASU 2018-15 for its fiscal year beginning January 1, 2020 and it did not have an effect on its consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides optional guidance for a limited period of time related to contract modifications and hedge accounting to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The standard is effective from March 12, 2020 through December 31, 2022, except for hedging relationships existing as of December 31, 2022 that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. The Company may elect to take advantage of this optional guidance in its transition away from LIBOR within certain debt contracts but does not expect a material impact on its consolidated financial statements. As of March 31, 2020, the Company had not modified any contracts or had any hedge accounting activity that fell under ASU 2020-04. Accounting Standards Issued But Not Yet Adopted 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. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table summarizes property and equipment, net as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Land and site improvements $ 103,536 $ 98,530 Buildings and improvements 275,707 229,640 Transportation fleet 128,740 110,302 Software 78,707 66,875 Furniture, fixtures and equipment 45,955 38,123 Total property and equipment excluding construction in progress 632,645 543,470 Less: accumulated depreciation and amortization on property and equipment (105,922) (88,795) Property and equipment excluding construction in progress, net 526,723 454,675 Construction in progress 118,762 88,796 Property and equipment, net $ 645,485 $ 543,471 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following table summarizes intangible assets and goodwill related to the Car360 acquisition as of March 31, 2020 and December 31, 2019 (in thousands): Useful Life March 31, 2020 December 31, 2019 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 (3,254) (2,707) Intangible assets, net $ 6,685 $ 7,232 Goodwill N/A $ 9,353 $ 9,353 |
Schedule of Anticipated Future Annual Amortization Expense | The anticipated annual amortization expense to be recognized in future years as of March 31, 2020 is as follows (in thousands): Expected Future Amortization Remainder of 2020 $ 1,042 2021 1,389 2022 1,389 2023 1,279 2024 1,235 2025 351 Thereafter — Total $ 6,685 |
Accounts Payable and Other Ac_2
Accounts Payable and Other Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Other Accrued Liabilities | The following table summarizes accounts payable and other accrued liabilities as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Accounts payable, including $10,173 and $9,549, respectively, due to related parties $ 56,008 $ 63,576 Sales taxes and vehicle licenses and fees 50,364 45,812 Accrued interest expense 31,210 15,650 Accrued property and equipment 27,270 23,433 Reserve for returns and cancellations 20,024 19,721 Accrued compensation and benefits 14,096 21,726 Accrued advertising costs 12,687 11,403 Customer deposits 6,249 6,379 Other accrued liabilities 28,875 26,743 Total accounts payable and accrued liabilities $ 246,783 $ 234,443 |
Securitizations and Variable _2
Securitizations and Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities Expected Losses and 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. March 31, 2020 December 31, 2019 Carrying Value Total Exposure Carrying Value Total Exposure (in thousands) Rated notes $ 94,158 $ 94,158 $ 85,234 $ 85,234 Certificates and other assets 24,765 24,765 13,546 13,546 Total unconsolidated VIEs $ 118,923 $ 118,923 $ 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 March 31, 2020 and December 31, 2019 were as follows (in thousands): March 31, 2020 December 31, 2019 Amortized Cost Fair Value Amortized Cost Fair Value Rated notes $ 101,678 $ 94,158 $ 84,983 $ 85,234 Certificates and other assets 27,750 24,765 13,456 13,546 Total securities available for sale $ 129,428 $ 118,923 $ 98,439 $ 98,780 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Equity-Based Compensation Expense | A summary of equity-based compensation expense recognized during the three months ended March 31, 2020 and 2019 is as follows (in thousands): Three Months Ended March 31, 2020 2019 Class B Units $ 458 $ 578 Restricted Stock Units and Awards excluding those granted in relation to the 100k Milestone Gift 4,495 2,467 Restricted Stock Units granted in relation to the 100k Milestone Gift — 3,124 Options 1,607 1,207 Class A Units 495 646 Total equity-based compensation 7,055 8,022 Equity-based compensation capitalized to property and equipment (1,115) (311) Equity-based compensation capitalized to inventory (91) (877) Equity-based compensation, net of capitalized amounts $ 5,849 $ 6,834 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of the Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share during the three months ended March 31, 2020 and 2019 (in thousands, except per share data): Three Months Ended March 31, 2020 2019 Numerator: Net loss $ (183,557) $ (82,596) Net loss attributable to non-controlling interests 123,670 59,481 Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted $ (59,887) $ (23,115) Denominator: Weighted-average shares of Class A common stock outstanding 50,555 41,632 Nonvested weighted-average restricted stock awards (156) (280) Weighted-average shares of Class A common stock to compute basic and diluted net loss per Class A common share 50,399 41,352 Net loss per share of Class A common stock, basic and diluted $ (1.19) $ (0.56) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Schedule of Lease Cost and Activity | The Company's lease costs and activity during the three months ended March 31, 2020 and 2019 were as follows (in thousands): Three Months Ended March 31, 2020 2019 Lease costs: Finance leases: Amortization of finance lease assets $ 3,470 $ 1,267 Interest obligations under finance leases 805 331 Total finance lease costs $ 4,275 $ 1,598 Operating leases: Fixed lease costs $ 5,638 $ 2,328 Fixed lease costs to related parties 2,118 1,806 Variable short-term lease costs to related parties 178 454 Total operating lease costs $ 7,934 $ 4,588 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to third parties $ 3,905 $ 1,817 Operating lease liabilities to related parties $ 2,153 $ 2,137 Interest payments on finance lease liabilities $ 805 $ 331 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 4,064 $ 1,208 |
Schedule of Finance Lease, Maturity, After Adopting 842 | The following table summarizes maturities of lease liabilities as of March 31, 2020 (in thousands): Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total Remainder of 2020 $ 14,033 $ 6,110 $ 12,384 $ 18,494 $ 32,527 2021 17,058 7,737 18,739 26,476 43,534 2022 16,471 7,775 17,249 25,024 41,495 2023 15,360 7,834 15,166 23,000 38,360 2024 8,238 6,621 13,680 20,301 28,539 Thereafter 2,308 28,622 147,118 175,740 178,048 Total minimum lease payments 73,468 64,699 224,336 289,035 362,503 Less: amount representing interest (7,738) (19,531) (93,612) (113,143) (120,881) Total lease liabilities $ 65,730 $ 45,168 $ 130,724 $ 175,892 $ 241,622 (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. (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, After Adopting 842 | The following table summarizes maturities of lease liabilities as of March 31, 2020 (in thousands): Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total Remainder of 2020 $ 14,033 $ 6,110 $ 12,384 $ 18,494 $ 32,527 2021 17,058 7,737 18,739 26,476 43,534 2022 16,471 7,775 17,249 25,024 41,495 2023 15,360 7,834 15,166 23,000 38,360 2024 8,238 6,621 13,680 20,301 28,539 Thereafter 2,308 28,622 147,118 175,740 178,048 Total minimum lease payments 73,468 64,699 224,336 289,035 362,503 Less: amount representing interest (7,738) (19,531) (93,612) (113,143) (120,881) Total lease liabilities $ 65,730 $ 45,168 $ 130,724 $ 175,892 $ 241,622 (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. (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 March 31, 2020 and 2019 were as follows, excluding short-term operating leases: Three Months Ended March 31, 2020 2019 Weighted-average remaining lease terms (years) Operating leases 10.9 10.9 Finance leases 4.5 4.9 Weighted-average discount rate Operating leases 8.3 % 9.0 % Finance leases 5.4 % 5.6 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 (in thousands): As of March 31, 2020: Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 2,720 $ 2,720 $ — $ — Beneficial interests in securitizations 118,923 — — 118,923 As of 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 _________________________ (1) Consists of highly liquid investments with original maturities of three months or less and classified in cash and cash equivalents in the accompanying unaudited condensed consolidated balance sheets. March 31, 2020 December 31, 2019 Carrying value $ 199,045 $ 286,969 Fair value 199,045 304,532 |
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 three months ended March 31, 2020 (in thousands): March 31, 2020 Opening Balance, December 31, 2019 $ 69,558 Transfers into Level 3 29,222 Received in securitization transactions 39,578 Cash receipts (8,030) Change in fair value (11,405) Ending Balance, March 31, 2020 $ 118,923 |
Schedule of Fair Value Senior Notes | The fair value of the Senior Notes as of March 31, 2020 and December 31, 2019 was as follows (in thousands): March 31, 2020 December 31, 2019 Carrying value, net of unamortized debt issuance costs $ 591,731 $ 591,124 Fair value 562,144 625,114 |
Schedule of Carrying Value and Fair Value of Finance Receivables | The following tables are a summary of fair value measurements and hierarchy level at March 31, 2020 and December 31, 2019 (in thousands): As of March 31, 2020: Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 2,720 $ 2,720 $ — $ — Beneficial interests in securitizations 118,923 — — 118,923 As of 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 _________________________ (1) Consists of highly liquid investments with original maturities of three months or less and classified in cash and cash equivalents in the accompanying unaudited condensed consolidated balance sheets. March 31, 2020 December 31, 2019 Carrying value $ 199,045 $ 286,969 Fair value 199,045 304,532 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |
Summary of Supplemental Cash Flow Information | The following table summarizes supplemental cash flow information for the three months ended March 31, 2020 and 2019 (in thousands): Three Months Ended March 31, 2020 2019 Supplemental cash flow information: Cash payments for interest $ 13,272 $ 3,917 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 35,886 $ 11,246 Property and equipment acquired under finance leases $ 18,326 $ 11,395 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 50,253 $ 4,940 Equity-based compensation expense capitalized to property and equipment $ 1,115 $ 311 Fair value of beneficial interests received in securitization transactions $ 39,578 $ 19,531 Reductions of beneficial interests in securitizations and associated long-term debt $ 7,305 $ — |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the accompanying unaudited condensed consolidated statements of cash flows for all periods presented (in thousands): March 31, 2020 December 31, 2019 March 31, 2019 December 31, 2018 Cash and cash equivalents $ 72,435 $ 76,016 $ 85,321 $ 78,861 Restricted cash (1) 72,600 42,443 21,734 9,848 Total cash, cash equivalents and restricted cash $ 145,035 $ 118,459 $ 107,055 $ 88,709 |
Business Organization - Narrati
Business Organization - Narrative (Details) | 3 Months Ended |
Mar. 31, 2020class | |
Subsidiary, Sale of Stock [Line Items] | |
Number of classes of common ownership interests | 2 |
Carvana Group | |
Subsidiary, Sale of Stock [Line Items] | |
Ownership percentage by Carvana Co. | 32.50% |
Ownership percentage by LLC Unitholders | 67.50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Liquidity (Details) $ / shares in Units, shares in Millions | Apr. 01, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($)facility | Feb. 29, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 30, 2019USD ($) | Oct. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||
Committed funds for future construction costs | $ 87,100,000 | |||||
Number of IRCs in process | facility | 4 | |||||
Line of credit, outstanding | $ 812,214,000 | $ 568,840,000 | ||||
MPSA | Consumer Loan | ||||||
Debt Instrument [Line Items] | ||||||
Commitment of purchaser, current availability financing, principal balances of finance receivables (up to) | 2,000,000,000 | |||||
Class A Common Stock | Subsequent Event | Registered Direct Offering | ||||||
Debt Instrument [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 13.3 | |||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 45 | |||||
Issuance of Class A common stock, value | $ 599,500,000 | |||||
Line of Credit | Floor Plan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, remaining borrowing capacity | 211,800,000 | 434,500,000 | ||||
Line of credit facility, maximum borrowing capacity | 950,000,000 | $ 950,000,000 | $ 650,000,000 | |||
Line of credit, outstanding | 738,200,000 | $ 515,500,000 | ||||
Revolving Credit Facility | Finance Receivable Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, remaining borrowing capacity | 851,000,000 | |||||
Revolving Credit Facility | SPVANA Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, remaining borrowing capacity | 851,000,000 | |||||
Line of credit facility, maximum borrowing capacity | $ 925,000,000 | |||||
Line of credit, accordion feature, aggregate amount | $ 1,000,000,000 | |||||
Line of credit, outstanding | $ 74,000,000 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization on property and equipment | $ (105,922) | $ (88,795) |
Property and equipment, net | 645,485 | 543,471 |
Land and site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 103,536 | 98,530 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 275,707 | 229,640 |
Transportation fleet | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 128,740 | 110,302 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 78,707 | 66,875 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 45,955 | 38,123 |
Property and equipment excluding construction in progress, net | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 632,645 | 543,470 |
Property and equipment, net | 526,723 | 454,675 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 118,762 | $ 88,796 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 15,811 | $ 7,943 |
Property, Plant and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 15,300 | $ 7,600 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | Apr. 12, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 9,353 | $ 9,353 | ||
Car360 | ||||
Business Acquisition [Line Items] | ||||
Payments to acquire business, net of cash acquired | $ 16,700 | |||
Cash acquired | 400 | |||
Cash payment to acquire businesses, net | 6,700 | |||
Fair value, equity interested issued | 10,000 | |||
Acquired net working capital | 200 | |||
Fair value, intangible assets | 9,900 | |||
Deferred tax liability | 2,500 | |||
Deferred tax liability, amortization expense | 100 | $ 400 | ||
Goodwill | $ 9,400 | 9,353 | $ 9,353 | |
Amortization expense | $ 500 | $ 400 | ||
Weighted average amortization period, definite-lived intangible assets | 4 years 10 months 24 days | |||
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 | ||
Car360 | Class A Common Units | ||||
Business Acquisition [Line Items] | ||||
Number of shares issued to former stockholders (in shares) | 0.5 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Fair Value of Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Apr. 12, 2018 | |
Intangible assets: | |||
Total | $ 6,685 | $ 7,232 | |
Goodwill | 9,353 | 9,353 | |
Car360 | |||
Intangible assets: | |||
Intangible assets, acquired cost | 9,939 | 9,939 | |
Less: accumulated amortization | (3,254) | (2,707) | |
Total | 6,685 | 7,232 | |
Goodwill | $ 9,353 | 9,353 | $ 9,400 |
Car360 | Developed technology | |||
Intangible assets: | |||
Useful Life | 7 years | ||
Intangible assets, acquired cost | $ 8,642 | 8,642 | |
Car360 | Customer relationships | |||
Intangible assets: | |||
Useful Life | 2 years | ||
Intangible assets, acquired cost | $ 523 | 523 | |
Car360 | Non-compete agreements | |||
Intangible assets: | |||
Useful Life | 5 years | ||
Intangible assets, acquired cost | $ 774 | $ 774 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Business Combinations [Abstract] | ||
Remainder of 2020 | $ 1,042 | |
2021 | 1,389 | |
2022 | 1,389 | |
2023 | 1,279 | |
2024 | 1,235 | |
2025 | 351 | |
Thereafter | 0 | |
Total | $ 6,685 | $ 7,232 |
Accounts Payable and Other Ac_3
Accounts Payable and Other Accrued Liabilities - Summary of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Line Items] | ||
Accounts payable, including $10,173 and $9,549, respectively, due to related parties | $ 56,008 | $ 63,576 |
Sales taxes and vehicle licenses and fees | 50,364 | 45,812 |
Accrued interest expense | 31,210 | 15,650 |
Accrued property and equipment | 27,270 | 23,433 |
Reserve for returns and cancellations | 20,024 | 19,721 |
Accrued compensation and benefits | 14,096 | 21,726 |
Accrued advertising costs | 12,687 | 11,403 |
Customer deposits | 6,249 | 6,379 |
Other accrued liabilities | 28,875 | 26,743 |
Total accounts payable and accrued liabilities | 246,783 | 234,443 |
Related Party | ||
Payables And Accruals [Line Items] | ||
Accounts payable, including $10,173 and $9,549, respectively, due to related parties | 10,173 | 9,549 |
Total accounts payable and accrued liabilities | $ 10,173 | $ 9,549 |
Related Party Transactions - Le
Related Party Transactions - Lease Agreements (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||
Feb. 28, 2019renewal_option | Nov. 30, 2018renewal_option | Mar. 31, 2017locationrenewal_option | Feb. 28, 2017renewal_option | Dec. 31, 2016vote | Nov. 30, 2014locationrenewal_option | Mar. 31, 2020USD ($)renewal_option | Mar. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Operating lease, number of renewal options | renewal_option | 1 | |||||||
Purchase of certain leasehold improvements and equipment | $ 89,433 | $ 43,199 | ||||||
Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase of certain leasehold improvements and equipment | 0 | 4,257 | ||||||
Affiliated Entity | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase of certain leasehold improvements and equipment | 4,300 | |||||||
Affiliated Entity | DriveTime Automotive Group, Inc. | Related Party Lease Agreements | Building | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease, cancellation terms, number of days prior written notice | 60 days | |||||||
Operating lease, number of renewal options | renewal_option | 2 | 2 | ||||||
Operating leases, renewal term | 1 year | 1 year | ||||||
Renewal options, number of locations | location | 10 | 10 | ||||||
Termination rights, prior written notice period | 60 days | |||||||
Operating lease term | 12 months | |||||||
Affiliated Entity | DriveTime Automotive Group, Inc. | Related Party Lease Agreements | Building | Cleveland, Ohio | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease, number of renewal options | renewal_option | 3 | |||||||
Operating leases, renewal term | 5 years | |||||||
Affiliated Entity | DriveTime Automotive Group, Inc. | Lease Agreement for Fully-Operational Inspection and Reconditioning Center | Building | Winder, Georgia | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease, number of renewal options | renewal_option | 3 | |||||||
Operating leases, renewal term | 5 years | |||||||
Operating lease term | 8 years | |||||||
Affiliated Entity | DriveTime Automotive Group, Inc. | Lease Agreement for Fully-Operational Inspection and Reconditioning Center | Building | Cleveland, Ohio | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease term | 3 years | |||||||
Affiliated Entity | DriveTime Automotive Group, Inc. | Lease Agreement for Inspection and Reconditioning Center | Leasehold Improvements and Equipment | Nashville, TN | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease, number of renewal options | renewal_option | 3 | |||||||
Operating leases, renewal term | 5 years | |||||||
Operating lease term | 4 years | |||||||
Affiliated Entity | Verde Investments, Inc. | Lease Agreement Related to Vehicle Inspection and Reconditioning Center | Building | Tolleson, Arizona | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating lease, number of renewal options | vote | 4 | |||||||
Operating leases, renewal term | 5 years | |||||||
Operating lease term | 15 years | |||||||
Affiliated Entity | Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party Lease Agreements | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | 1,800 | 1,000 | ||||||
Affiliated Entity | Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party Lease Agreements | Cost of Sales | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | 800 | 800 | ||||||
Affiliated Entity | Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party Lease Agreements | Selling, general and administrative | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses from transactions with related party | $ 1,000 | $ 1,200 |
Related Party Transactions - Co
Related Party Transactions - Corporate Office Leases (Details) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2019renewal_option | Sep. 30, 2016USD ($)renewal_option | Mar. 31, 2020USD ($)renewal_option | Mar. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | ||||
Operating lease, number of renewal options | renewal_option | 1 | |||
Related Party | DriveTime Automotive Group, Inc. | Corporate Headquarters, Office Lease | ||||
Related Party Transaction [Line Items] | ||||
Guarantor obligations, maximum exposure (up to) | $ | $ 500,000 | |||
Related Party | DriveTime Automotive Group, Inc. | 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 | |||
Related Party | DriveTime Automotive Group, Inc. | Subleased Office Space, First Floor | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | $ | $ 200,000 | $ 200,000 | ||
Related Party | Verde Investments, Inc. | Office Building Lease | Tempe, Arizona | ||||
Related Party Transaction [Line Items] | ||||
Operating lease term | 10 years | |||
Operating lease, number of renewal options | renewal_option | 2 | |||
Operating leases, renewal term | 5 years | |||
Expenses from transactions with related party | $ | $ 200,000 |
Related Party Transactions - Ma
Related Party Transactions - Master Dealer Agreement (Details) - DriveTime Automotive Group, Inc. - Related Party - Master Dealer Agreement - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 18.3 | $ 10.1 |
Revenue related to excess cash reserves on contracts | 2.3 | 0.5 |
Expenses related to administration of GAP waiver coverage | $ 1.3 | $ 0.8 |
Related Party Transactions - GA
Related Party Transactions - GAP Waiver Insurance Policy (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Other assets, due from related parties | $ 14,370 | $ 14,850 | |
Related Party | BlueShore | |||
Related Party Transaction [Line Items] | |||
Payments to acquire GAP waiver insurance policy | 0 | $ 1,000 | |
Other assets, due from related parties | $ 100 | $ 200 |
Related Party Transactions - Se
Related Party Transactions - Servicing and Administrative Fees (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
DriveTime Automotive Group, Inc. | Servicing and Administrative Fees | Related Party | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 1.6 | $ 0.5 |
Related Party Transactions - Ai
Related Party Transactions - Aircraft Time Sharing Agreement (Details) - Related Party - DriveTime Automotive Group, Inc. - Aircraft Time Sharing Agreement - Air Transportation Equipment $ in Millions | Oct. 22, 2015aircraft | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2017aircraft |
Related Party Transaction [Line Items] | ||||
Contractual agreement term | 12 months | |||
Contractual agreement, perpetual automatic renewal | 12 months | |||
Number of allowable days prior to contract termination with written notice | 30 days | |||
Expenses from transactions with related party | $ | $ 0.1 | $ 0.1 | ||
Verde Investments, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Number of aircrafts | aircraft | 2 | 2 |
Related Party Transactions - _2
Related Party Transactions - Senior Notes Held by Verde (Details) - Senior Unsecured Notes Effective September 2018 - Senior Notes - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||
Long-term debt | $ 591.7 | $ 591.1 |
Related Party | Verde Investments, Inc. | ||
Related Party Transaction [Line Items] | ||
Long-term debt | $ 15 | $ 15 |
Related Party Transactions - Ac
Related Party Transactions - Accounts Payable Due to Related Party (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 10.2 | $ 9.5 |
Related Party Transactions - _3
Related Party Transactions - Contribution Agreement (Details) - Restricted Stock Units - Chief Executive Officer - Contribution Agreement | Sep. 10, 2018USD ($)shares |
Related Party Transaction [Line Items] | |
Contribution of Class A common stock from related party, fee charged | $ | $ 0 |
Stock contribution commitment, shares per employee (in shares) | shares | 165 |
Finance Receivable Sale Agree_2
Finance Receivable Sale Agreements - Narrative (Details) | May 07, 2019USD ($) | Mar. 31, 2020USD ($)agreementType | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||
Number of agreement types | agreementType | 2 | |||
Purchase of finance receivables | $ 0 | $ 127,710,000 | ||
Beneficial interests in securitizations | 118,923,000 | $ 98,780,000 | ||
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 | |||
Consumer Loan | MPSA | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||
Commitment of purchaser, current availability financing, principal balances of finance receivables (up to) | 2,000,000,000 | |||
Transfer of financial assets accounted for as sales, amount derecognized | 351,100,000 | 65,300,000 | ||
Receivable purchase agreement, remaining unused capacity | 1,900,000,000 | |||
Consumer Loan | 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 | 58,300,000 | |||
Purchase of finance receivables | 127,700,000 | |||
Consumer Loan | Master Purchase and Sale Agreement and 2017 Master Transfer Agreement | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||
Gain on loan sales | 13,000,000 | 19,200,000 | ||
Securitization Transaction | ||||
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 | $ 494,800,000 | $ 350,000,000 |
Securitizations and Variable _3
Securitizations and Variable Interest Entities - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Beneficial interests in securitizations | $ 118,923 | $ 98,780 |
Securitizations and Variable _4
Securitizations and Variable Interest Entities - Schedule of Expected Losses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | ||
Carrying Value | $ 118,923 | $ 98,780 |
Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 118,923 | 98,780 |
Total Exposure | 118,923 | 98,780 |
Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure | Rated notes | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 94,158 | 85,234 |
Total Exposure | 94,158 | 85,234 |
Variable Interest Entity, Not Primary Beneficiary, Aggregated Disclosure | Certificates and other assets | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 24,765 | 13,546 |
Total Exposure | $ 24,765 | $ 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 - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Variable Interest Entity [Line Items] | ||
Amortized Cost | $ 129,428 | $ 98,439 |
Fair Value | 118,923 | 98,780 |
Rated notes | ||
Variable Interest Entity [Line Items] | ||
Amortized Cost | 101,678 | 84,983 |
Fair Value | 94,158 | 85,234 |
Certificates and other assets | ||
Variable Interest Entity [Line Items] | ||
Amortized Cost | 27,750 | 13,456 |
Fair Value | $ 24,765 | $ 13,546 |
Debt Instruments - Floor Plan F
Debt Instruments - Floor Plan Facility (Details) - USD ($) | 1 Months Ended | |||||
Nov. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | |
Line of Credit Facility [Line Items] | ||||||
Line of credit, outstanding | $ 812,214,000 | $ 568,840,000 | ||||
Restricted cash | 72,600,000 | $ 42,443,000 | $ 21,734,000 | $ 9,848,000 | ||
Floor Plan Facility | Line of Credit | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 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 | 4.14% | 4.91% | ||||
Line of credit, outstanding | $ 738,200,000 | $ 515,500,000 | ||||
Line of credit facility, remaining borrowing capacity | 211,800,000 | 434,500,000 | ||||
Restricted cash | $ 55,400,000 | $ 38,700,000 | ||||
Floor Plan Facility | Line of Credit | MPSA or Finance Receivable Facilities | ||||||
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 | |||||
Floor Plan Facility | Line of Credit | 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 - Active Finan
Debt Instruments - Active Finance Receivable Facilities (Details) - USD ($) | Mar. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||||
Line of credit, outstanding | $ 812,214,000 | $ 568,840,000 | ||
Revolving Credit Facility | SPVANA I Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Current commitment | 425,000,000 | |||
Incremental amount can draw on credit facility, accordion feature | $ 25,000,000 | |||
Accordion feature, maximum amount | $ 500,000,000 | |||
Revolving Credit Facility | SPVANA II Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity (up to) | $ 500,000,000 | |||
Revolving Credit Facility | SPVANA Facilities | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, maximum borrowing capacity (up to) | $ 925,000,000 | |||
Line of credit, outstanding | 74,000,000 | |||
Line of credit facility, remaining borrowing capacity | $ 851,000,000 | |||
Interest rate | 3.57% |
Debt Instruments - Past Finance
Debt Instruments - Past Finance Receivable Facilities (Details) - Revolving Credit Facility - Ally Bank - USD ($) | 1 Months Ended | |
May 31, 2019 | Apr. 30, 2019 | |
Loan and Security Agreement | DART I Credit Facility | ||
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 | DART I Credit Facility | Minimum | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.00% | |
Loan and Security Agreement | DART I Credit Facility | Maximum | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.80% | |
Amended and Restated Loan And Security Agreement | SART 2017-1 Credit Facility | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity (up to) | $ 350,000,000 | |
Deposit required under floor plan facility, percentage of principal balance | 2.00% | |
Amended and Restated Loan And Security Agreement | SART 2017-1 Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.95% |
Debt Instruments - Long-Term De
Debt Instruments - Long-Term Debt (Details) | Sep. 21, 2018USD ($) | Nov. 30, 2017USD ($)property | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 24, 2019USD ($) |
Debt Instrument [Line Items] | |||||
Notes payable, current portion | $ 53,286,000 | $ 48,731,000 | |||
Sale and leaseback liability, net | 65,730,000 | ||||
Beneficial interests in securitization, pledged assets as collateral | 77,700,000 | 85,000,000 | |||
Variable Interest Entity, Not Primary Beneficiary | |||||
Debt Instrument [Line Items] | |||||
Long-term debt | 75,500,000 | 82,700,000 | |||
Long-term debt, current portion | 25,400,000 | 26,400,000 | |||
Master Sale-Leaseback Agreement | |||||
Debt Instrument [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, additional amount company may sell and lease back | $ 75,000,000 | 75,000,000 | |||
Minimum | |||||
Debt Instrument [Line Items] | |||||
Sale leaseback transaction, expiration period | 20 years | ||||
Maximum | |||||
Debt Instrument [Line Items] | |||||
Sale leaseback transaction, expiration period | 25 years | ||||
Sale leaseback transaction, renewal period (up to) | 25 years | ||||
Leased Properties and Construction Improvements | |||||
Debt Instrument [Line Items] | |||||
Sale and leaseback liability, net | $ 226,700,000 | 174,700,000 | |||
Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Interest rate | 8.875% | ||||
Senior Notes | Senior Unsecured Notes Effective September 2018 | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 350,000,000 | ||||
Long-term debt | 591,700,000 | 591,100,000 | |||
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] | |||||
Face amount | $ 250,000,000 | ||||
Debt instrument, premium percent | 100.50% | ||||
Notes Payable, Other Payables | Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Weighted average interest rate | 6.70% | ||||
Notes payable | $ 29,700,000 | ||||
Notes payable, current portion | $ 12,600,000 | ||||
Notes Payable, Other Payables | Promissory Note | Minimum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 2 years | ||||
Notes Payable, Other Payables | Promissory Note | Maximum | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 5 years |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | Dec. 05, 2017$ / sharesshares | May 03, 2017vote$ / sharesshares | May 02, 2017 | Mar. 31, 2020class$ / sharesshares | Dec. 31, 2019$ / sharesshares |
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 | ||
Number of classes of common ownership interests | class | 2 | ||||
Conversion ratio | 1.25 | ||||
Common unit, multiplier used for conversion ratio | 1.25 | ||||
Carvana Group | |||||
Limited Partners' Capital Account [Line Items] | |||||
Number of classes of common ownership interests | class | 2 | ||||
Class A Common Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion ratio | 0.80 | ||||
Class A Common Units | Carvana Group | |||||
Limited Partners' Capital Account [Line Items] | |||||
Common unit, outstanding (in shares) | 189,900,000 | ||||
Class B Common Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Conversion ratio | 0.80 | ||||
Class B Common Units | Carvana Group | |||||
Limited Partners' Capital Account [Line Items] | |||||
Common unit, outstanding (in shares) | 4,600,000 | ||||
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% | ||||
Class A Common Stock | |||||
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 | ||||
Required ratio between shares outstanding and shares owned of subsidiary | 0.8 | ||||
Class B Common Stock | |||||
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 Common Stock | Garcia Parties | |||||
Limited Partners' Capital Account [Line Items] | |||||
Number of votes | vote | 10 | ||||
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 |
Stockholders' Equity - Exchange
Stockholders' Equity - Exchange Agreement (Details) shares in Millions | May 03, 2017 | Mar. 31, 2020shares |
Limited Partners' Capital Account [Line Items] | ||
Conversion ratio | 1.25 | |
Class B Common Stock | ||
Limited Partners' Capital Account [Line Items] | ||
Conversion ratio | 0.8 | |
Exchange Agreement | ||
Limited Partners' Capital Account [Line Items] | ||
LLC units received (in shares) | 0.1 | |
Exchange Agreement | Class B Common Stock | ||
Limited Partners' Capital Account [Line Items] | ||
Conversion of stock, converted (in shares) | 0 | |
Exchange Agreement | Class A Common Stock | ||
Limited Partners' Capital Account [Line Items] | ||
Conversion ratio | 0.8 | |
Conversion of stock, issued (in shares) | 0.1 | |
Class A Common Units | ||
Limited Partners' Capital Account [Line Items] | ||
Conversion ratio | 0.80 | |
Class A Common Units | Exchange Agreement | ||
Limited Partners' Capital Account [Line Items] | ||
Conversion of stock, converted (in shares) | 0.1 | |
LLC units received (in shares) | 0.1 |
Stockholders' Equity - Class A
Stockholders' Equity - Class A Non-Convertible Preferred Units (Details) | Oct. 02, 2018USD ($)shares |
Senior Notes | Senior Unsecured Notes Effective September 2018 | |
Limited Partners' Capital Account [Line Items] | |
Repayment or retirement of debt, equity cancellation and retirement criteria | $ | $ 1,000 |
Carvana Group | Class A Non-Convertible Preferred Units | |
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 |
Stockholders' Equity - Contribu
Stockholders' Equity - Contribution of Class A Common Shares (Details) - USD ($) shares in Millions | Sep. 10, 2018 | Mar. 31, 2019 |
Restricted Stock Units | ||
Limited Partners' Capital Account [Line Items] | ||
Issuance of stock (in shares) | 0.1 | |
Chief Executive Officer | Contribution Agreement | Restricted Stock Units | ||
Limited Partners' Capital Account [Line Items] | ||
Contribution of Class A common stock from related party, fee charged | $ 0 | |
Chief Executive Officer | Class A Common Stock | Contribution Agreement | ||
Limited Partners' Capital Account [Line Items] | ||
Contribution of Class A common stock from related party (in shares) | 0.1 | |
Contribution of Class A common stock from related party, fee charged | $ 0 |
Non-controlling Interests - Nar
Non-controlling Interests - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | |
Noncontrolling Interest [Line Items] | ||
Conversion ratio | 1.25 | |
Carvana Group | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage by Carvana Co. | 32.50% | |
Ownership percentage by LLC Unitholders | 67.50% | |
Non-controlling Interests | ||
Noncontrolling Interest [Line Items] | ||
Adjustments to non-controlling interests | $ (36) | $ (1,899) |
Non-controlling Interests | Public Equity Offering | ||
Noncontrolling Interest [Line Items] | ||
Adjustments to non-controlling interests | 0 | |
Additional Paid-in Capital | ||
Noncontrolling Interest [Line Items] | ||
Adjustments to non-controlling interests | 36 | $ 1,899 |
Additional Paid-in Capital | Public Equity Offering | ||
Noncontrolling Interest [Line Items] | ||
Adjustments to non-controlling interests | $ 0 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | $ 7,055 | $ 8,022 |
Equity-based compensation, net of capitalized amounts | 5,849 | 6,834 |
Unrecognized compensation expense | $ 75,800 | |
Unrecognized compensation expense, period for recognition | 3 years 1 month 6 days | |
Property, Plant and Equipment | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense capitalized | $ (1,115) | (311) |
Inventories | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation expense capitalized | (91) | (877) |
Class B Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | 458 | 578 |
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 | 4,495 | 2,467 |
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 | 0 | 3,124 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | 1,607 | 1,207 |
Class A Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | $ 495 | $ 646 |
Equity-Based Compensation - 201
Equity-Based Compensation - 2017 Omnibus Incentive Plan (Details) - 2017 Omnibus Incentive Plan | 3 Months Ended |
Mar. 31, 2020shares | |
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 |
Service-based vesting period | 4 years |
Class A Common Stock | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Number of shares available for grant (in shares) | 10,400,000 |
Equity-Based Compensation - Cla
Equity-Based Compensation - Class A Units (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2018$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Conversion ratio | 1.25 | |
Class A Common Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of units granted in the period (in dollars per share) | $ 18.58 | |
Conversion ratio | 0.80 | |
Minimum | Class A Common Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service-based vesting period | 2 years | |
Maximum | Class A Common Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service-based vesting period | 4 years |
Equity-Based Compensation - C_2
Equity-Based Compensation - Class B Units (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020USD ($)shares | Mar. 31, 2019shares | Dec. 31, 2015 | |
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] | |||
Conversion ratio | 0.80 | ||
Number of units issued in the period (in shares) | shares | 0 | 0 | |
Class B Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Service-based vesting period | 4 years | ||
Participation threshold | $ 0 | ||
Class B Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Service-based vesting period | 5 years | ||
Participation threshold | $ 12 |
Loss Per Share - Calculation of
Loss Per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Numerator: | |||
Net loss | $ (183,557) | $ (82,596) | |
Net loss attributable to non-controlling interests | 123,670 | 59,481 | |
Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted | $ (59,887) | $ (23,115) | |
Restricted Awards | |||
Denominator: | |||
Nonvested weighted-average restricted stock awards (in shares) | (156) | (280) | |
Class A Common Stock | |||
Denominator: | |||
Weighted-average shares of Class A common stock outstanding (in shares) | 50,555 | 41,632 | |
Weighted-average shares of Class A common stock to compute basic and diluted net loss per Class A common share (in shares) | [1] | 50,399 | 41,352 |
Net loss per share of Class A common stock, basic and diluted (in dollars per share) | $ (1.19) | $ (0.56) | |
[1] | Weighted-average shares of Class A common stock outstanding have been adjusted for unvested restricted stock awards. |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) - USD ($) shares in Millions, $ in Millions | Apr. 01, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Class B Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 101.4 | 104.4 | |
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 | 6.3 | |
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) | 0.8 | 0.7 | |
Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1.3 | 1.3 | |
Class A Common Stock | Subsequent Event | Registered Direct Offering | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Sale of stock, number of shares issued in transaction (in shares) | 13.3 | ||
Issuance of Class A common stock, value | $ 599.5 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) shares in Millions | Apr. 12, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Income Tax Contingency [Line Items] | ||||
Uncertain tax positions | $ 0 | $ 0 | ||
Related reserves | 0 | $ 0 | ||
Car360 | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liability | $ 2,500,000 | |||
Deferred tax liability, amortization expense | $ 100,000 | $ 400,000 | ||
Car360 | Minimum | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liability, amortization period | 2 years | 2 years | ||
Car360 | Maximum | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liability, amortization period | 7 years | 7 years | ||
Carvana Group | ||||
Income Tax Contingency [Line Items] | ||||
Gross deferred tax asset, during period | $ 1,900,000 | |||
Exchange Agreement | ||||
Income Tax Contingency [Line Items] | ||||
LLC units acquired (in shares) | 0.1 |
Income Taxes - Tax Receivable A
Income Taxes - Tax Receivable Agreement (Details) $ in Millions | Mar. 31, 2020USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred tax liability, unrecorded, Tax Receivable Agreement | $ 180.1 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended |
Mar. 31, 2020renewal_option | |
Lessee, Lease, Description [Line Items] | |
Operating lease, number of renewal options | 1 |
Finance lease, extension term | 4 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 1 year |
Finance lease, term of contract | 2 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 20 years |
Finance lease, term of contract | 5 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost and Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Finance leases: | ||
Amortization of finance lease assets | $ 3,470 | $ 1,267 |
Interest obligations under finance leases | 805 | 331 |
Total finance lease costs | 4,275 | 1,598 |
Operating leases: | ||
Fixed lease costs | 5,638 | 2,328 |
Total operating lease costs | 7,934 | 4,588 |
Cash payments related to lease liabilities included in operating cash flows: | ||
Interest payments on finance lease liabilities | 805 | 331 |
Cash payments related to lease liabilities included in financing cash flows: | ||
Principal payments on finance lease liabilities | 4,064 | 1,208 |
Related Party | ||
Operating leases: | ||
Fixed lease costs | 2,118 | 1,806 |
Variable short-term lease costs to related parties | 178 | 454 |
Cash payments related to lease liabilities included in operating cash flows: | ||
Operating lease liabilities | 2,153 | 2,137 |
Third Party | ||
Cash payments related to lease liabilities included in operating cash flows: | ||
Operating lease liabilities | $ 3,905 | $ 1,817 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Maturities, After Adopting 842 (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Finance Leases | |
Remainder of 2020 | $ 14,033 |
2021 | 17,058 |
2022 | 16,471 |
2023 | 15,360 |
2024 | 8,238 |
Thereafter | 2,308 |
Total minimum lease payments | 73,468 |
Less: amount representing interest | (7,738) |
Outstanding finance lease | 65,730 |
Operating Leases | |
Remainder of 2020 | 18,494 |
2021 | 26,476 |
2022 | 25,024 |
2023 | 23,000 |
2024 | 20,301 |
Thereafter | 175,740 |
Total minimum lease payments | 289,035 |
Less: amount representing interest | (113,143) |
Total lease liabilities | 175,892 |
Total | |
Remainder of 2020 | 32,527 |
2021 | 43,534 |
2022 | 41,495 |
2023 | 38,360 |
2024 | 28,539 |
Thereafter | 178,048 |
Total minimum lease payments | 362,503 |
Less: amount representing interest | (120,881) |
Total lease liabilities | 241,622 |
Related Party | |
Operating Leases | |
Remainder of 2020 | 6,110 |
2021 | 7,737 |
2022 | 7,775 |
2023 | 7,834 |
2024 | 6,621 |
Thereafter | 28,622 |
Total minimum lease payments | 64,699 |
Less: amount representing interest | (19,531) |
Total lease liabilities | 45,168 |
Non-Related Party | |
Operating Leases | |
Remainder of 2020 | 12,384 |
2021 | 18,739 |
2022 | 17,249 |
2023 | 15,166 |
2024 | 13,680 |
Thereafter | 147,118 |
Total minimum lease payments | 224,336 |
Less: amount representing interest | (93,612) |
Total lease liabilities | $ 130,724 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rates (Details) | Mar. 31, 2020 | Mar. 31, 2019 |
Weighted-average remaining lease terms (years) | ||
Operating leases | 10 years 10 months 24 days | 10 years 10 months 24 days |
Finance leases | 4 years 6 months | 4 years 10 months 24 days |
Weighted-average discount rate | ||
Operating leases | 8.30% | 9.00% |
Finance leases | 5.40% | 5.60% |
Commitments and Contingencies -
Commitments and Contingencies - Accrued Limited Warranty (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)mi | Dec. 31, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Limited warranty, period | 100 days | |
Limited warranty, miles | mi | 4,189 | |
Accrued limited warranty | $ | $ 5.4 | $ 3.7 |
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 | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Beneficial interests in securitizations | $ 118,923 | $ 98,780 |
Money market funds | ||
Assets: | ||
Money market funds | 2,720 | 56,435 |
Level 1 | ||
Assets: | ||
Beneficial interests in securitizations | 0 | 0 |
Level 1 | Money market funds | ||
Assets: | ||
Money market funds | 2,720 | 56,435 |
Level 2 | ||
Assets: | ||
Beneficial interests in securitizations | 0 | 29,222 |
Level 2 | Money market funds | ||
Assets: | ||
Money market funds | 0 | 0 |
Level 3 | ||
Assets: | ||
Beneficial interests in securitizations | 118,923 | 69,558 |
Level 3 | Money market funds | ||
Assets: | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Purchase price adjustment receivable | $ 1.9 | $ 6.9 | |
Purchase price adjustment receivable, fair value adjustment | $ 5.1 | $ 0 |
Fair Value of Financial Instr_5
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 | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Opening Balance, December 31, 2019 | $ 69,558 |
Transfers into Level 3 | 29,222 |
Received in securitization transactions | 39,578 |
Cash receipts | (8,030) |
Change in fair value | (11,405) |
Ending Balance, March 31, 2020 | $ 118,923 |
Fair Value of Financial Instr_6
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 | Mar. 31, 2020 | Dec. 31, 2019 |
Carrying value, net of unamortized debt issuance costs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 591,731 | $ 591,124 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 562,144 | $ 625,114 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Carrying Value and Fair Value, Finance Receivables (Details) - Level 2 - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Carrying value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finance receivables | $ 199,045 | $ 286,969 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finance receivables | $ 199,045 | $ 304,532 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Supplemental cash flow information: | ||
Cash payments for interest | $ 13,272 | $ 3,917 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | 35,886 | 11,246 |
Property and equipment acquired under finance leases | 18,326 | 11,395 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 50,253 | 4,940 |
Equity-based compensation expense capitalized to property and equipment | 1,115 | 311 |
Fair value of beneficial interests received in securitization transactions | 39,578 | 19,531 |
Reductions of beneficial interests in securitizations and associated long-term debt | $ 7,305 | $ 0 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 72,435 | $ 76,016 | $ 85,321 | $ 78,861 |
Restricted cash | 72,600 | 42,443 | 21,734 | 9,848 |
Total cash, cash equivalents and restricted cash | $ 145,035 | $ 118,459 | $ 107,055 | $ 88,709 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Apr. 01, 2020 | Mar. 31, 2020 |
Carvana Group | ||
Subsequent Event [Line Items] | ||
Ownership percentage by Carvana Co. | 32.50% | |
Ownership percentage by existing unitholders | 67.50% | |
Subsequent Event | Carvana Group | ||
Subsequent Event [Line Items] | ||
Ownership percentage by Carvana Co. | 37.80% | |
Ownership percentage by existing unitholders | 62.20% | |
Subsequent Event | Class A Common Stock | Registered Direct Offering | ||
Subsequent Event [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 13,300,000 | |
Sale of stock, price per share (in dollars per share) | $ 45 | |
Stock sold during period, net proceeds | $ 599.5 | |
Subsequent Event | Class A Common Stock | Registered Direct Offering | Ernest Garcia, II | ||
Subsequent Event [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 600,000 | |
Stock sold during period, net proceeds | $ 25 | |
Subsequent Event | Class A Common Stock | Registered Direct Offering | Ernest Garcia III | ||
Subsequent Event [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 600,000 | |
Stock sold during period, net proceeds | $ 25 |