Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38073 | |
Entity Registrant Name | CARVANA CO. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4549921 | |
Entity Address, Address Line One | 1930 W. Rio Salado Parkway | |
Entity Address, City or Town | Tempe | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85281 | |
City Area Code | 480 | |
Local Phone Number | 719-8809 | |
Title of 12(b) Security | Class A Common Stock, Par Value $0.001 Per Share | |
Trading Symbol | CVNA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001690820 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 105,743,879 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 82,900,276 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 247 | $ 403 |
Restricted cash | 295 | 233 |
Accounts receivable, net | 208 | 206 |
Finance receivables held for sale, net | 393 | 356 |
Vehicle inventory | 3,304 | 3,149 |
Beneficial interests in securitizations | 416 | 382 |
Other current assets, including $8 and $12, respectively, due from related parties | 207 | 163 |
Total current assets | 5,070 | 4,892 |
Property and equipment, net | 1,856 | 1,560 |
Operating lease right-of-use assets, including $16 and $17, respectively, from leases with related parties | 475 | 369 |
Intangible assets, net | 4 | 4 |
Goodwill | 9 | 9 |
Other assets, including $4 and $7, respectively, due from related parties | 171 | 181 |
Total assets | 7,585 | 7,015 |
Current liabilities: | ||
Accounts payable and accrued liabilities, including $28 and $27, respectively, due to related parties | 748 | 656 |
Short-term revolving facilities | 2,786 | 2,053 |
Current portion of long-term debt | 178 | 152 |
Other current liabilities, including $4 and $3, respectively, from leases with related parties | 29 | 29 |
Total current liabilities | 3,741 | 2,890 |
Long-term debt, excluding current portion | 3,286 | 3,208 |
Operating lease liabilities, excluding current portion, including $12 and $13, respectively, from leases with related parties | 474 | 361 |
Other liabilities | 32 | 31 |
Total liabilities | 7,533 | 6,490 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value - 50,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 |
Additional paid-in capital | 829 | 795 |
Accumulated deficit | (749) | (489) |
Total stockholders' equity attributable to Carvana Co. | 80 | 306 |
Non-controlling interests | (28) | 219 |
Total stockholders' equity | 52 | 525 |
Total liabilities & stockholders' equity | 7,585 | 7,015 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Other current assets, due from related parties | $ 207 | $ 163 |
Operating lease, right-of-use asset, from leases with related party | 475 | 369 |
Other assets, due from related parties | 171 | 181 |
Accounts payable and accrued liabilities, due to related parties | 748 | 656 |
Other current liabilities, from leases with related parties | 29 | 29 |
Operating lease liabilities, excluding current portion, from leases with related parties | $ 474 | $ 361 |
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) | 90,062,000 | 89,930,000 |
Common stock, shares outstanding (in shares) | 90,062,000 | 89,930,000 |
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) | 82,900,000 | 82,900,000 |
Common stock, shares outstanding (in shares) | 82,900,000 | 82,900,000 |
Related Party | ||
Other current assets, due from related parties | $ 8 | $ 12 |
Operating lease, right-of-use asset, from leases with related party | 16 | 17 |
Other assets, due from related parties | 4 | 7 |
Accounts payable and accrued liabilities, due to related parties | 28 | 27 |
Other current liabilities, from leases with related parties | 4 | 3 |
Operating lease liabilities, excluding current portion, from leases with related parties | $ 12 | $ 13 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Sales and operating revenues: | |||
Net sales and operating revenues | $ 3,497 | $ 2,245 | |
Cost of sales, including $9 and $1, respectively, to related parties | 3,199 | 1,907 | |
Gross profit | 298 | 338 | |
Selling, general and administrative expenses, including $6 for both periods, to related parties | 727 | 397 | |
Interest expense | 64 | 30 | |
Other expense (income), net | 13 | (7) | |
Net loss before income taxes | (506) | (82) | |
Income tax provision | 0 | 0 | |
Net loss | (506) | (82) | |
Net loss attributable to non-controlling interests | (246) | (46) | |
Net loss attributable to Carvana Co. | $ (260) | $ (36) | |
Weighted-average shares of Class A common stock, basic (in shares) | 78,103 | ||
Weighted-average shares of Class A common stock, diluted (in shares) | 78,103 | ||
Class A Common Stock | |||
Sales and operating revenues: | |||
Net loss per share of Class A common stock, basic (in dollars per share) | $ (2.89) | $ (0.46) | |
Net loss per share of Class A common stock, diluted (in dollars per share) | $ (2.89) | $ (0.46) | |
Weighted-average shares of Class A common stock, basic (in shares) | [1] | 90,095 | 78,103 |
Weighted-average shares of Class A common stock, diluted (in shares) | 90,095 | 78,103 | |
Used vehicle sales, net | |||
Sales and operating revenues: | |||
Net sales and operating revenues | $ 2,732 | $ 1,800 | |
Wholesale vehicle sales | |||
Sales and operating revenues: | |||
Net sales and operating revenues | 575 | 240 | |
Other sales and revenues | |||
Sales and operating revenues: | |||
Net sales and operating revenues | $ 190 | $ 205 | |
[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 (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net sales and operating revenues, from related parties | $ 3,497 | $ 2,245 |
Cost of sales, to related parties | 3,199 | 1,907 |
Selling, general and administrative expenses, to related parties | 727 | 397 |
Wholesale vehicle sales | ||
Net sales and operating revenues, from related parties | 575 | 240 |
Other sales and revenues | ||
Net sales and operating revenues, from related parties | 190 | 205 |
Related Party | ||
Cost of sales, to related parties | 9 | 1 |
Selling, general and administrative expenses, to related parties | 6 | 6 |
Related Party | Wholesale vehicle sales | ||
Net sales and operating revenues, from related parties | 14 | 6 |
Related Party | Other sales and revenues | ||
Net sales and operating revenues, from related parties | $ 48 | $ 42 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Total | 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 |
Beginning Balance (in shares) at Dec. 31, 2020 | 76,512,000 | 95,592,000 | |||||||
Beginning Balance at Dec. 31, 2020 | $ 802 | $ 0 | $ 0 | $ 742 | $ (354) | $ 414 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (82) | (36) | (46) | ||||||
Exchanges of LLC Units (in shares) | 3,247,000 | 3,073,000 | |||||||
Exchanges of LLC Units | 0 | 12 | (12) | ||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | $ 225 | $ 225 | |||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis in Carvana Group | (225) | (225) | |||||||
Issuance of Class A common stock (in shares) | 62,000 | ||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes (in shares) | (2,000) | ||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (9) | (9) | |||||||
Options exercised (in shares) | 15,000 | ||||||||
Equity-based compensation | 10 | 10 | |||||||
Ending Balance (in shares) at Mar. 31, 2021 | 79,834,000 | 92,519,000 | |||||||
Ending Balance at Mar. 31, 2021 | 721 | $ 0 | $ 0 | 755 | (390) | 356 | |||
Beginning Balance (in shares) at Dec. 31, 2021 | 89,930,000 | 82,900,000 | |||||||
Beginning Balance at Dec. 31, 2021 | 525 | $ 0 | $ 0 | 795 | (489) | 219 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (506) | (260) | (246) | ||||||
Exchanges of LLC Units (in shares) | 27,000 | ||||||||
Exchanges of LLC Units | 0 | 1 | (1) | ||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | 1 | 1 | |||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis in Carvana Group | $ (1) | $ (1) | |||||||
Contribution of Class A common stock from related party (in shares) | (97,000) | ||||||||
Issuance of Class A common stock (in shares) | 139,000 | ||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (12) | (12) | |||||||
Options exercised (in shares) | 63,000 | ||||||||
Options exercised | 2 | 2 | |||||||
Equity-based compensation | 43 | 43 | |||||||
Ending Balance (in shares) at Mar. 31, 2022 | 90,062,000 | 82,900,000 | |||||||
Ending Balance at Mar. 31, 2022 | $ 52 | $ 0 | $ 0 | $ 829 | $ (749) | $ (28) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (506) | $ (82) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 37 | 22 |
Equity-based compensation expense | 28 | 8 |
Loss on disposal of property and equipment | 1 | 0 |
Provision for bad debt and valuation allowance | 5 | 1 |
Amortization and write-off of debt issuance costs and bond premium | 6 | 2 |
Unrealized loss on warrants to acquire Root Class A common stock | 5 | 0 |
Unrealized loss (gain) on beneficial interests in securitization | 10 | (2) |
Changes in finance receivable related assets: | ||
Originations of finance receivables | (1,985) | (1,427) |
Proceeds from sale of finance receivables, net | 1,906 | 1,368 |
Gain on loan sales | (105) | (138) |
Principal payments received on finance receivables held for sale | 61 | 32 |
Other changes in assets and liabilities: | ||
Vehicle inventory | (133) | (397) |
Accounts receivable | (5) | (41) |
Other assets | (43) | (29) |
Accounts payable and accrued liabilities | 117 | 151 |
Operating lease right-of-use assets | (106) | 0 |
Operating lease liabilities | 113 | 0 |
Other liabilities | 1 | 0 |
Net cash used in operating activities | (593) | (532) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (220) | (82) |
Principal payments received on and proceeds from sale of beneficial interests | 12 | 7 |
Net cash used in investing activities | (208) | (75) |
Cash Flows from Financing Activities: | ||
Proceeds from short-term revolving facilities | 5,231 | 2,064 |
Payments on short-term revolving facilities | (4,498) | (1,981) |
Proceeds from issuance of long-term debt | 20 | 640 |
Payments on long-term debt | (36) | (14) |
Payments of debt issuance costs | 0 | (7) |
Proceeds from equity-based compensation plans | 2 | 0 |
Tax withholdings related to restricted stock units and awards | (12) | (9) |
Net cash provided by financing activities | 707 | 693 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (94) | 86 |
Cash, cash equivalents and restricted cash at beginning of period | 636 | 329 |
Cash, cash equivalents and restricted cash at end of period | $ 542 | $ 415 |
Business Organization
Business Organization | 3 Months Ended |
Mar. 31, 2022 | |
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 LLC (collectively, "Carvana Co."), together with its consolidated subsidiaries (the "Company"), is the 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 Company's Senior Notes (as defined in Note 10 — 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 11 — 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, 2022, Carvana Co. owned approximately 51.5% of Carvana Group and the LLC Unitholders (as defined in Note 11 — Stockholders' Equity) owned the remaining 48.5%. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") 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 filed on February 24, 2022. 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, 2022, results of operations and changes in stockholder's equity for the three months ended March 31, 2022 and 2021, and cash flows for the three months ended March 31, 2022 and 2021. 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 Since inception, the Company has incurred losses, and expects to incur additional losses in the future as it continues to build inspection and reconditioning centers ("IRCs") and vending machines, serve more of the U.S. population, and enhance technology and software. Since March 31, 2022, the Company has completed an equity offering of 15.6 million shares of Class A Common Stock for net proceeds of $1.2 billion and issued a total of $3.275 billion in aggregate principal amount of 10.25% senior unsecured notes due 2030 (the "2030 Notes"). The Company intends to use the net proceeds from the Class A common stock offering for general corporate purposes and to pay any costs, fees and expenses incurred by it in connection with the offering. The Company used the net proceeds from the issuance and sale of the 2030 Notes (a) to finance the $2.2 billion acquisition of the U.S. physical auction business of ADESA, Inc. ("ADESA") and other ancillary transactions to occur in connection therewith, and to pay related fees and expenses in connection therewith and (b) for working capital, capital expenditures and other general corporate purposes. In March 2022, the Company's forward flow partner committed to purchase a total of $5.0 billion of the Company's finance receivables through March 2023, and such facility had approximately $4.5 billion of unused capacity as of March 31, 2022. In addition, the Company has a $3.0 billion floor plan facility effective through September 22, 2022 and $2.0 billion thereafter through March 31, 2023. Management believes that current working capital, results of operations, and existing financing arrangements 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 U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company’s assets and liabilities and the results of operations. New Accounting Standards not Adopted Yet In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 instead of being recorded at fair value. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company plans to early adopt this ASU during the quarter ended June 30, 2022 and is currently evaluating the expected impact of the adoption of this guidance on the consolidated financial statements. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | NOTE 3 — BUSINESS COMBINATIONS Acquisition of ADESA U.S. Physical Auction Business On February 24, 2022, the Company entered into a definitive agreement to acquire the U.S physical auction business of ADESA from KAR Auction Services, Inc. ("KAR"), for approximately $2.2 billion. On May 9, 2022, the Company completed its previously announced acquisition of the U.S. physical auction business of ADESA from KAR for approximately $2.2 billion. The initial accounting for this acquisition is expected to be completed by the time the Quarterly Report on Form 10-Q for the period ended June 30, 2022 is filed with the SEC. Refer to Note 20 — Subsequent Events for additional information. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 4 — PROPERTY AND EQUIPMENT, NET The following table summarizes property and equipment, net as of March 31, 2022 and December 31, 2021: March 31, December 31, (in millions) Land and site improvements $ 365 $ 303 Buildings and improvements 754 643 Transportation fleet 501 347 Software 190 169 Furniture, fixtures and equipment 111 97 Total property and equipment excluding construction in progress 1,921 1,559 Less: accumulated depreciation and amortization on property and equipment (338) (294) Property and equipment excluding construction in progress, net 1,583 1,265 Construction in progress 273 295 Property and equipment, net $ 1,856 $ 1,560 Depreciation and amortization expense on property and equipment was approximately $36 million and $22 million for the three months ended March 31, 2022 and 2021, 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, 2022 | |
Business Combinations [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 5 — GOODWILL AND INTANGIBLE ASSETS, NET The following table summarizes goodwill and intangible assets, net as of March 31, 2022 and December 31, 2021: March 31, December 31, (in millions) Intangible assets: Developed technology $ 9 $ 9 Non-compete agreements 1 1 Intangible assets, acquired cost 10 10 Less: accumulated amortization (6) (6) Intangible assets, net $ 4 $ 4 Goodwill $ 9 $ 9 Amortization expense was less than $1 million during each of the three months ended March 31, 2022 and 2021. As of March 31, 2022, the remaining weighted-average amortization period for definite-lived intangible assets was approximately 2.9 years. The anticipated annual amortization expense to be recognized in future years as of March 31, 2022, is as follows: Expected Future (in millions) Remainder of 2022 $ 1 2023 1 2024 1 2025 1 2026 — Thereafter — Total $ 4 |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities | NOTE 6 — ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES The following table summarizes accounts payable and other accrued liabilities as of March 31, 2022 and December 31, 2021: March 31, December 31, (in millions) Accounts payable, including $28 and $27, respectively, due to related parties $ 154 $ 141 Sales taxes and vehicle licenses and fees 104 102 Accrued compensation and benefits 85 45 Accrued interest expense 57 42 Accrued property and equipment 57 85 Reserve for returns and cancellations 54 44 Accrued advertising costs 38 40 Customer deposits 37 34 Other accrued liabilities 162 123 Total accounts payable and accrued liabilities $ 748 $ 656 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 — RELATED PARTY TRANSACTIONS Lease Agreements In November 2014, the Company and DriveTime Automotive Group (together with its consolidated affiliates, collectively, “DriveTime”), a related party of the Company due to Ernest Garcia II, Ernest Garcia III, and entities controlled by one or both of them (collectively the "Garcia Parties") controlling and owning substantially all interest in 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 2022 and 2024. The Company has the right to exercise up to two consecutive one-year renewal options at up to ten of these locations, less the number of locations renewed under the DriveTime Hub Lease Agreement described below. 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 July 2021. Lease expiration varies by location with most having cancellable terms, provided 60 days' prior written notice is given, expiring between 2022 and 2023 and the Company having the right to exercise up to two consecutive one-year renewal options at up to ten of these locations, less the number of locations renewed under the DriveTime Lease Agreement described above. The DriveTime Lease Agreement and the DriveTime Hub Lease Agreement both have non-cancellable lease terms of less than twelve months with rights to terminate at the Company's election with 60 days' prior written notice and extension options as described above. At non-reconditioning locations, it is not reasonably certain that the Company will exercise its options to extend the leases or abstain from exercising its termination rights within these lease agreements to create a lease term greater than one year and therefore the Company accounts for them as short-term leases. For these locations, the Company makes variable monthly lease payments based on its pro rata utilization of space at each facility plus a pro rata share of each 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. The DriveTime Lease Agreement includes the Blue Mound and Delanco IRCs. At both of these locations, the Company expects to extend the lease terms beyond twelve months, therefore those locations are not considered short-term leases. The Company occupies all of the space at these IRCs and makes monthly lease payments based on DriveTime's actual rent expense. In addition, the Company is responsible for the actual insurance costs and real estate taxes at these IRC locations. At all locations, the Company is additionally responsible for paying for any tenant improvements it requires to conduct its operations. Management has determined that the costs allocated to the Company are based on a reasonable methodology. 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 sublease agreement from DriveTime of a fully operational IRC near Cleveland, Ohio. The lease has an initial term of three years, subject to the Company's ability to exercise three renewal options of five years each. In July 2021, the Company exercised the first renewal option to extend through October 2026 and agreed to assume the lease from DriveTime effective October 1, 2021. 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. Total costs related to these operating lease agreements, including those noted above, were approximately $1 million during each of the three months ended March 31, 2022 and 2021, allocated between inventory and selling, general and administrative expenses. 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. While the Company solely occupies the IRC, DriveTime is not fully released from the lease obligations by the landlord. The lease expires in October 2023, subject to the ability to exercise three renewal options of five years each. Corporate Office Leases In September 2016, the Company entered into a lease for the second floor of its corporate headquarters in Tempe, Arizona. 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-year extension options. Pursuant to the sublease, the Company will pay the rent equal to the amounts due under DriveTime's master lease directly to DriveTime's landlord. The rent expense incurred related to this first floor sublease was less than $1 million during each of the three months ended March 31, 2022 and 2021. In December 2019, Verde Investments, Inc. ("Verde"), a related party of the Company due to the Garcia Parties controlling and owning substantially all interest in 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 years, subject to the right to exercise two five-year extension options. The rent expense incurred under the lease with Verde was less than $1 million during each of the three months ended March 31, 2022 and 2021. Wholesale Revenue In 2020, DriveTime began purchasing wholesale vehicles from the Company through competitive online auctions that are managed by an unrelated third party. As a result, the Company recognized approximately $14 million and $6 million of wholesale revenue from DriveTime during the three months ended March 31, 2022 and 2021, respectively. Retail Vehicle Acquisitions and Reconditioning During the second quarter of 2021, the Company began acquiring reconditioned retail vehicles from DriveTime. The purchase price of each vehicle was equal to the wholesale price of the vehicle plus a fee for transportation and reconditioning services. In addition, DriveTime performs reconditioning services for the Company at DriveTime reconditioning centers. As of March 31, 2022, approximately $16 million related to vehicles and reconditioning services were included in vehicle inventory in the accompanying unaudited condensed consolidated balance sheets. The Company also recognized approximately $9 million of cost of goods sold during the three months ended March 31, 2022, related to vehicles acquired from and reconditioning services performed by DriveTime. 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, 2022 and 2021, the Company recognized approximately $47 million and $38 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. In August 2020 and April 2021, the Company and DriveTime amended the Master Dealer Agreement to adjust excess reserve payment calculations and timing and the scope of DriveTime's after-sale administration services, respectively. The Company recognized approximately $1 million and $4 million during the three months ended March 31, 2022 and 2021, 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 the Company's limited warranty provided to all customers and a portion of the Company's GAP waiver coverage under the Master Dealer Agreement. The Company pays a per-vehicle fee to DriveTime to administer the limited warranty included with every purchase and prior to the first quarter of 2020 paid a per-contract fee to DriveTime to administer a portion of the GAP waiver coverage it sells to its customers. Since the first quarter of 2020, the Company's GAP waiver coverage sales have been administered by an unrelated party. The Company incurred approximately $4 million and $3 million during the three months ended March 31, 2022 and 2021, respectively, related to the administration of limited warranty and GAP waiver coverage. Servicing and Administrative Fees DriveTime provides servicing and administrative functions associated with the Company's finance receivables. The Company incurred expenses of approximately $2 million during each of the three months ended March 31, 2022 and 2021, 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 less than $1 million under this agreement during each of the three months ended March 31, 2022 and 2021. Shared Services Agreement with DriveTime In November 2014, the Company and DriveTime entered into a shared services agreement whereby DriveTime provided certain accounting and tax, legal and compliance, information technology, telecommunications, benefits, insurance, real estate, equipment, corporate communications, software and production, and other services primarily to facilitate the transition of these services to the Company on a standalone basis (the "Shared Services Agreement"). The Shared Services Agreement was most recently amended and restated in February 2021 and operates on a year-to-year basis, with the Company having the right to terminate any or all services with 30 days' prior written notice and DriveTime having the right to terminate any or all services with 90 days' prior written notice. Charges allocated to the Company are based on the Company’s actual use of the specific services detailed in the Shared Services Agreement. The Company incurred less than $1 million in expenses related to the Shared Services Agreement during each of the three months ended March 31, 2022 and 2021. Accounts Payable Due to Related Party As of March 31, 2022 and December 31, 2021, approximately $28 million and $27 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. Contributions of Class A Common Shares From Ernest Garcia III On January 5, 2022, in recognition of the Company selling its 1 millionth vehicle in Q4 2021, the Company's CEO, Ernie Garcia III ("Mr. Garcia"), committed to giving current employees 23 shares of Class A common stock from his personal shareholdings once they reach their two-year employment anniversary ("CEO Milestone Gift"). As a result and during the three months ended March 31, 2022, the Company granted 23 restricted stock units ("RSUs") to each current employee, which vest after they complete their second year of employment, for a total of 435,035 RSUs granted during the period. For every gift that vests, and pursuant to a contribution agreement (the "Contribution Agreement") entered into by and between the Company and Mr. Garcia on February 22, 2022, Mr. Garcia will contribute to the Company, at the end of each fiscal quarter, the number of shares of our Class A common stock, granted pursuant to the CEO Milestone Gift, that have vested during such quarter. The shares contributed shall be shares of Class A common stock that Mr. Garcia individually owns, at no charge. The contribution is intended to fund restricted stock unit awards to certain employees of the Company upon their satisfying the applicable employment tenure requirements. During the three months ended March 31, 2022, 97,336 RSUs vested and were contributed by Mr. Garcia. Although the Company does not expect Mr. Garcia to incur any tax obligations related to the contribution, the Company has indemnified Mr. Garcia from any such obligations that may arise. |
Finance Receivable Sale Agreeme
Finance Receivable Sale Agreements | 3 Months Ended |
Mar. 31, 2022 | |
Transfers and Servicing [Abstract] | |
Finance Receivable Sale Agreements | NOTE 8 — 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 arrangements: forward flow agreements, including a master purchase and sale agreement and master transfer agreements, 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 Ally Bank and Ally Financial (collectively 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. Throughout 2021 and 2022, the Company and the Ally Parties have amended the MPSA to, among other things and subject to the terms of the agreement, broaden the set of finance receivables covered by the MPSA and provide additional flexibility in the timing of sales of finance receivables. In March 2021, the Ally Parties committed to purchase up to a maximum of $4.0 billion of principal balances of finance receivables through March 2022. On each of March 17, 2022 and March 22, 2022, the Ally Parties amended the MPSA to, in aggregate, extend the scheduled commitment termination date to March 21, 2023 and increase the Ally Parties' commitment to purchase finance receivables to $5.0 billion, an increase of $1.0 billion from the previous commitment. During the three months ended March 31, 2022 and 2021, the Company sold approximately $500 million and $491 million, respectively, in principal balances of finance receivables under the MPSA and had approximately $4.5 billion of unused capacity as of March 31, 2022. Securitization Transactions 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 Risk Retention Rules, as further discussed in Note 9 — Securitizations and Variable Interest Entities. During the three months ended March 31, 2022 and 2021, the Company sold approximately $1.4 billion and $813 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 and pursuant to securitization transactions was approximately $105 million and $138 million during the three months ended March 31, 2022 and 2021, respectively, which is included in other sales and revenues in the accompanying unaudited condensed consolidated statements of operations. |
Securitizations and Variable In
Securitizations and Variable Interest Entities | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Securitizations and Variable Interest Entities | NOTE 9 — SECURITIZATIONS AND VARIABLE INTEREST ENTITIES As noted in Note 8 — 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, 2022, 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. As such, 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, which as of March 31, 2022 and December 31, 2021 were approximately $416 million and $382 million, respectively. The Company held no other assets or liabilities related to its involvement with unconsolidated VIEs as of March 31, 2022 and December 31, 2021. 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, 2022 and December 31, 2021. 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, 2022 December 31, 2021 Carrying Value Total Exposure Carrying Value Total Exposure (in millions) Rated notes $ 316 $ 316 $ 282 $ 282 Certificates and other assets 100 100 100 100 Total unconsolidated VIEs $ 416 $ 416 $ 382 $ 382 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. As described in Note 10 — Debt Instruments, the Company has entered into secured borrowing facilities through which it finances certain of these retained beneficial interests in securitizations. 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, 2022 and December 31, 2021 were as follows: March 31, 2022 December 31, 2021 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Rated notes $ 323 $ 316 $ 282 $ 282 Certificates and other assets 100 100 93 100 Total securities available for sale $ 423 $ 416 $ 375 $ 382 |
Debt Instruments
Debt Instruments | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Instruments | NOTE 10 — DEBT INSTRUMENTS Debt instruments, excluding finance leases, which are discussed in Note 16 — Leases, as of March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, (in millions) Asset-based financing: Floor plan facility 2,572 1,877 Finance receivable facilities 214 176 Financing of beneficial interest in securitizations 270 282 Notes payable 8 10 Real estate financing 447 447 Total asset-based financing 3,511 2,792 Senior notes 2,450 2,450 Total debt 5,961 5,242 Less: current portion (2,886) (2,154) Less: unamortized debt issuance costs (1) (33) (34) Total long-term debt, net $ 3,042 $ 3,054 (1) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying condensed consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other assets on the accompanying condensed consolidated balance sheets and not included here. 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 the Company's vehicles, general intangibles, accounts receivable, and finance receivables. Under the Floor Plan Facility, repayment of amounts drawn for the purchase of a vehicle should generally be made within several days after selling or otherwise disposing of the vehicle. Outstanding balances related to vehicles held in inventory for more than 180 days require monthly principal payments equal to 10% of the original principal amount of that vehicle until the remaining outstanding balance is the lesser of (i) 50% of the original principal amount or (ii) 50% of the wholesale value. Prepayments may be made without incurring a premium or penalty. Additionally, the Company is permitted to make prepayments to the lender to be held as principal payments under the Floor Plan Facility and subsequently reborrow such amounts. The Floor Plan Facility also requires monthly interest payments and that at least 7.5% of the total principal amount owed to the lender is held as restricted cash. Effective October 1, 2020, the Company amended the Floor Plan Facility to increase the line of credit to $1.25 billion, reduce the interest rate to one-month LIBOR plus 3.15% and extend the maturity date to March 31, 2023. Effective March 1, 2021, the interest rate was reduced to one-month LIBOR plus 2.65%. Effective July 1, 2021, the line of credit was increased to $1.75 billion, and the LIBOR-based interest rate was amended to a substantially similar rate tied to a prime rate minus 0.50%, in advance of the cessation of LIBOR. Effective December 1, 2021, the line of credit was increased to $2.25 billion. Effective February 1, 2022, the Company amended its Floor Plan Facility to increase the line of credit to $3.0 billion through September 22, 2022. The Company is also required to pay the lender an availability fee based on the average unused capacity during the prior calendar quarter. As of March 31, 2022 and December 31, 2021, the Company had $2.6 billion and $1.9 billion, respectively, outstanding under this facility, unused capacity of approximately $428 million and $373 million, respectively, and held approximately $193 million and $141 million, respectively, in restricted cash related to this facility. During the three months ended March 31, 2022, the Company's effective interest rate on this facility was approximately 2.62%. For the year ended December 31, 2021, the Company's effective interest rate on this facility was approximately 2.55%. 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, which was subsequently increased to $500 million, to fund certain automotive finance receivables originated by the Company. In June 2021, the Company amended its agreement to, among other things, extend the maturity date to January 24, 2023. In February 2020, the Company entered into an agreement pursuant to which a second lender agreed to provide a $500 million revolving credit facility to fund certain automotive finance receivables originated by the Company. In December 2021, the Company amended its agreement to, among other things, increase the line of credit to $600 million, and extend the maturity date to December 8, 2023. On April 30, 2021, the Company entered into an agreement pursuant to which a third lender agreed to provide a $500 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon this facility until October 30, 2022. In December 2021, the Company amended its agreement to, among other things, increase this line of credit to $600 million. On October 15, 2021, the Company entered into an agreement pursuant to which a fourth lender agreed to provide a $350 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon this facility until April 15, 2023. On March 18, 2022, the Company entered into an agreement pursuant to which a fifth lender agreed to provide a $500 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon this facility until September 18, 2023. The 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. The facilities self-amortize from the end of the draw period until maturity, offer full prepayment rights, and have no credit sublimits or aging restrictions, subject to negotiated concentration limits. 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, 2022 and December 31, 2021, the Company had $214 million and $176 million, respectively, outstanding under these facilities, unused capacity of approximately $2.3 billion and $1.9 billion, respectively, and held approximately $69 million and $67 million, respectively, in restricted cash related to these facilities. During the three months ended March 31, 2022, the Company's effective interest rate on these facilities was approximately 1.67%. For the year ended December 31, 2021, the Company's effective interest rate on these facilities was approximately 1.64%. Long-Term Debt Senior Unsecured Notes The Company has issued various tranches of senior unsecured notes (collectively, the "Senior Notes") each under a separate indenture (collectively, the "Indentures"), as further described below. The following table summarizes components of our senior unsecured notes: March 31, December 31, Interest Rate (in millions, except percentages) 2025 Senior Unsecured Notes due October 1, 2025 $ 500 $ 500 5.625 % 2027 Senior Unsecured Notes due April 15, 2027 600 600 5.500 % 2028 Senior Unsecured Notes due October 1, 2028 600 600 5.875 % 2029 Senior Unsecured Notes due September 1, 2029 750 750 4.875 % Total principal amount 2,450 2,450 Less: unamortized debt issuance cost (27) (28) Total debt 2,423 2,422 Each issuance of Senior Notes was entered into by and among the Company, each of the guarantors party thereto and U.S. Bank National Association, as trustee. The interest on each of the Senior Notes is payable semi-annually, beginning on March 1, 2022 for the 2029 Notes, October 15, 2021 for the 2027 Notes, and April 1, 2021 for the 2025 Notes and 2028 Notes. The Senior Notes mature as specified in the table above unless earlier repurchased or redeemed and are guaranteed by the Company's existing domestic restricted subsidiaries (other than the subsidiaries formed for inventory, finance receivables, securitization facilities, or immaterial subsidiaries). The Company may redeem some or all of each issuance of Senior Notes at redemption prices set forth in each respective indenture, plus any accrued and unpaid interest to the redemption date. Prior to those redemption dates, the Company may redeem up to 35% of the aggregate principal amount at a redemption price equal to 100% plus the respective interest rate specified in the table above, 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 its redemption date, 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% of the principal amount thereof, plus any accrued and unpaid interest, to the repurchase date. The Indentures contain restrictive covenants that limit the ability of the Company and certain of its subsidiaries to, among other things and subject to certain exceptions, incur additional debt or issue preferred stock, create new liens, make intercompany payments, pay dividends and make other distributions in respect of the Company's capital stock, redeem or repurchase the Company’s capital stock or prepay subordinated indebtedness, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers or consolidations. Certain of these covenants will be suspended if any of 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. 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 twelve months and is included in current portion of long-term debt in the accompanying unaudited condensed consolidated balance sheets. 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, 2022, 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 both March 31, 2022 and December 31, 2021, the outstanding liability associated with these sale and leaseback arrangements, net of unamortized debt issuance costs, was approximately $444 million, and was included in long-term debt in the accompanying unaudited condensed consolidated balance sheets. Financing of Beneficial Interests in Securitizations As discussed in Note 9 — 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. Beginning in June 2019, the Company entered into secured borrowing facilities 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 of March 31, 2022 and December 31, 2021, the Company has pledged approximately $270 million and $282 million, respectively, of its beneficial interests in securitizations as collateral under the repurchase agreements with expected repurchases ranging from July 2024 to September 2028. The securitization trusts distribute payments related to the Company's pledged beneficial interests in securitizations directly to the lenders, 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 transactions. 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 these facilities, net of unamortized debt issuance costs, was approximately $267 million and $279 million as of March 31, 2022 and December 31, 2021, respectively, of which approximately $92 million and $93 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, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11 — STOCKHOLDERS' EQUITY Organizational Transactions Carvana Co.'s amended and restated certificate of incorporation, among other things, authorizes (i) 50 million shares of Preferred Stock, par value $0.01 per share, (ii) 500 million shares of Class A common stock, par value $0.001 per share, and (iii) 125 million shares of Class B common stock, par value $0.001 per share. Each share of Class A common stock generally entitles its holder to one vote on all matters to be voted on by stockholders. Each share of Class B common stock held by 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 (together, 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 Co. Sub, LLC'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, 2022 and December 31, 2021, there were approximately 216 million Class A Units, for both periods presented, and 2 million and 3 million Class B Units, respectively, (as adjusted for the participation thresholds and closing price of Class A common stock on March 31, 2022 and December 31, 2021), issued and outstanding. As discussed in Note 13 — 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 (together, 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 LLC Units, and (iii) the respective participation threshold for Class B Units. To the extent such owners also hold Class B common stock, they are 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 are 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, 2022 and 2021, certain LLC Unitholders exchanged less than 1 million and 4 million LLC Units and 0 million and 3 million shares of Class B common stock for less than 1 million and 3 million newly-issued shares of Class A common stock, respectively. Simultaneously, and in connection with these exchanges, Carvana Co. received less than 1 million and 4 million LLC Units during the three months ended March 31, 2022 and 2021, respectively, 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, LLC 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 its Senior Notes, as discussed further and defined in Note 10 — Debt Instruments. On October 2, 2020, Carvana Group, LLC amended and restated its LLC Agreement to, among other things, authorize the issuance of 1.1 million Class A Non-Convertible Preferred Units to be sold to Carvana Co. in connection with the issuance of its 2025 and 2028 Notes and authorize the issuance of additional Class A Non-Convertible Preferred Units, in each case in consideration for the capital contribution made or deemed to have been made by Carvana Co. of the net proceeds of senior unsecured notes issuances. On March 29, 2021, Carvana Group, LLC issued 0.6 million Class A Non-Convertible Preferred Units in connection with the issuance of its 2027 Notes. On August 16, 2021, Carvana Group LLC issued approximately 0.8 million Class A Non-Convertible Preferred Units in connection with the issuance of its 2029 Notes. Carvana Co. used its net proceeds from the 2023 Notes, the 2025 and 2028 Notes, the 2027 Notes, and the 2029 Notes, to purchase 0.6 million, 1.1 million, 0.6 million, and 0.8 million, respectively, of Class A Non-Convertible Preferred Units. When Carvana Co. makes payments on the Senior Notes, Carvana Group makes an equal cash distribution, as necessary, to the Class A Non-Convertible Preferred Units. For each $1,000 principal amount of Senior Notes that Carvana Co. repays or otherwise retires, one Class A Non-Convertible Preferred Unit is canceled and retired. |
Non-controlling Interests
Non-controlling Interests | 3 Months Ended |
Mar. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | NOTE 12 — 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, 2022 and 2021, 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 $1 million and $12 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, 2022, Carvana Co. owned approximately 51.5% of Carvana Group with the LLC Unitholders owning the remaining 48.5%. 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, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | NOTE 13 — EQUITY-BASED COMPENSATION Equity-based compensation is recognized based on amortizing the grant-date fair value on a straight-line basis over the requisite service period, which is generally the vesting period of the award, less actual forfeitures. A summary of equity-based compensation recognized during the three months ended March 31, 2022 and 2021 is as follows: Three Months Ended March 31, 2022 2021 (in millions) Restricted Stock Units and Awards excluding those granted in relation to the CEO Milestone Gift $ 9 $ 7 Restricted Stock Units granted in relation to the CEO Milestone Gift 31 — Options 3 3 Total equity-based compensation 43 10 Equity-based compensation capitalized to property and equipment (2) (2) Equity-based compensation capitalized to inventory (13) — Equity-based compensation, net of capitalized amounts $ 28 $ 8 As of March 31, 2022, the total unrecognized compensation related to outstanding equity awards was approximately $186 million, which the Company expects to recognize over a weighted-average period of approximately 2.5 years. Total unrecognized equity-based compensation 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 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 and other stock-based awards to employees, directors, officers and consultants. The majority of equity granted by the Company, other than equity granted in relation to the CEO Milestone Gift, vests over four year periods based on continued employment with the Company. As of March 31, 2022, approximately 9 million shares remain available for future equity-based award grants under this plan. Employee Stock Purchase Plan In May 2021, the Company adopted an employee stock purchase plan (the "ESPP"). On July 1, 2021, the ESPP went into effect. The ESPP allows substantially all employees, excluding members of senior management, to acquire shares of the Company’s Class A common stock through payroll deductions over six-month offering periods, commencing on January 1 and July 1 of each year. The per share purchase price is equal to 90% of the fair market value of a share of the Company’s Class A common stock on the last day of the offering period. Participant purchases are limited to a maximum of $10,000 of stock per calendar year. The Company is authorized to grant up to 0.5 million shares of Class A common stock under the ESPP. During the three months ending March 31, 2022, the Company has not issued any shares of Class A common stock, in regards to its second six month offering period, and recognized less than $1 million of equity-based compensation expense related to the ESPP for the three months ended March 31, 2022. Class A Units During 2018, the Company granted certain employees Class A Units with service-based vesting over two Class B Units In March 2015, Carvana Group adopted the LLC Equity Incentive Plan. Under the LLC Equity Incentive Plan, Carvana Group could grant Class B Units to eligible employees, non-employee officers, consultants and directors with service-based vesting, typically four |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 14 — NET 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. Net loss for all periods presented is attributable only to Class A common stockholders, due to no activity related to convertible preferred stock during those periods. The following table presents the calculation of basic and diluted net loss per share during the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in millions, except number of shares, which are reflected in thousands, and per share amounts) Numerator: Net loss $ (506) $ (82) Net loss attributable to non-controlling interests (246) (46) Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted $ (260) $ (36) Denominator: Weighted-average shares of Class A common stock outstanding 90,095 78,149 Nonvested weighted-average restricted stock awards — (46) Weighted-average shares of Class A common stock outstanding, basic and diluted 90,095 78,103 Net loss per share of Class A common stock, basic and diluted $ (2.89) $ (0.46) 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. The following table presents potentially dilutive securities, as of the end of the period, excluded from the computations of diluted net loss per share of Class A common stock for the three months ended March 31, 2022 and 2021. Three Months Ended March 31, 2022 2021 (in thousands) Options (1) 1,268 1,153 Restricted Stock Units and Awards (1) 320 654 Class A Units (2) 82,963 94,189 Class B Units (2) 1,989 2,380 _________________________ (1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive. (2) Represents the weighted-average as-converted LLC units that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15 — INCOME TAXES As described in Note 1 — Business Organization and Note 11 — Stockholders' Equity, 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 11 — Stockholders' Equity, the Company acquired less than 1 million and 4 million LLC Units during the three months ended March 31, 2022 and 2021, respectively, in connection with exchanges with LLC Unitholders. During the three months ended March 31, 2022 and 2021, the Company recorded a gross deferred tax asset of approximately $1 million and $225 million, respectively, 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 statements of stockholders' equity. As described in Note 5 — Goodwill and Intangible Assets, Net, the Company acquired various intangible assets in connection with the acquisition of Car360 in 2018. As a result, the Company recognized a deferred tax liability of approximately $2 million which is reflected within other liabilities in the accompanying unaudited condensed consolidated balance sheets. The deferred tax liability will be amortized over five During the three months ended March 31, 2022, 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, 2022 and December 31, 2021, the Company has not identified any uncertain tax positions and has not recognized any related reserves. The Company's effective tax rate for the three months ended March 31, 2022 and 2021 was an expense of 0.1% and a benefit of 0.1%, respectively, related to its wholly-owned subsidiaries. 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 11 — 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, 2022, 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, 2022, the total unrecorded TRA liability is approximately $1.6 billion. 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, 2022 | |
Leases [Abstract] | |
Leases | NOTE 16 — 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, 2022, 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 2022 and 2034. Many of the leases include one or more renewal options ranging from one The Company's operating leases are included in operating lease right-of-use assets, other current liabilities, and operating lease liabilities on the accompanying unaudited condensed consolidated balance sheets. Refer to Note 7 — 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 four Lease Costs and Activity The Company's lease costs and activity during the three months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, 2022 2021 (in millions) Lease costs: Finance leases: Amortization of finance lease assets $ 17 $ 7 Interest obligations under finance leases 3 2 Total finance lease costs $ 20 $ 9 Operating leases: Fixed lease costs to non-related parties $ 25 $ 10 Fixed lease costs to related parties 1 1 Total operating lease costs $ 26 $ 11 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to non-related parties $ 12 $ 7 Operating lease liabilities to related parties $ 2 $ 1 Interest payments on finance lease liabilities $ 3 $ 2 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 34 $ 11 Maturity Analysis of Lease Liabilities The following table summarizes maturities of lease liabilities as of March 31, 2022: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) Remainder of 2022 $ 72 $ 3 $ 44 $ 47 $ 119 2023 87 5 62 67 154 2024 77 3 69 72 149 2025 64 2 74 76 140 2026 46 2 73 75 121 Thereafter 13 4 371 375 388 Total minimum lease payments 359 19 693 712 1,071 Less: amount representing interest (37) (3) (205) (208) (245) Total lease liabilities $ 322 $ 16 $ 488 $ 504 $ 826 _________________________ (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, 2022 and December 31, 2021, 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, 2022 and 2021 were as follows, excluding short-term operating leases: As of March 31, 2022 2021 Weighted-average remaining lease terms (years) Operating leases 9.2 9.5 Finance leases 4.5 4.4 Weighted-average discount rate Operating leases 7.0 % 8.2 % Finance leases 5.3 % 5.3 % |
Leases | NOTE 16 — 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, 2022, 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 2022 and 2034. Many of the leases include one or more renewal options ranging from one The Company's operating leases are included in operating lease right-of-use assets, other current liabilities, and operating lease liabilities on the accompanying unaudited condensed consolidated balance sheets. Refer to Note 7 — 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 four Lease Costs and Activity The Company's lease costs and activity during the three months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, 2022 2021 (in millions) Lease costs: Finance leases: Amortization of finance lease assets $ 17 $ 7 Interest obligations under finance leases 3 2 Total finance lease costs $ 20 $ 9 Operating leases: Fixed lease costs to non-related parties $ 25 $ 10 Fixed lease costs to related parties 1 1 Total operating lease costs $ 26 $ 11 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to non-related parties $ 12 $ 7 Operating lease liabilities to related parties $ 2 $ 1 Interest payments on finance lease liabilities $ 3 $ 2 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 34 $ 11 Maturity Analysis of Lease Liabilities The following table summarizes maturities of lease liabilities as of March 31, 2022: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) Remainder of 2022 $ 72 $ 3 $ 44 $ 47 $ 119 2023 87 5 62 67 154 2024 77 3 69 72 149 2025 64 2 74 76 140 2026 46 2 73 75 121 Thereafter 13 4 371 375 388 Total minimum lease payments 359 19 693 712 1,071 Less: amount representing interest (37) (3) (205) (208) (245) Total lease liabilities $ 322 $ 16 $ 488 $ 504 $ 826 _________________________ (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, 2022 and December 31, 2021, 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, 2022 and 2021 were as follows, excluding short-term operating leases: As of March 31, 2022 2021 Weighted-average remaining lease terms (years) Operating leases 9.2 9.5 Finance leases 4.5 4.4 Weighted-average discount rate Operating leases 7.0 % 8.2 % Finance leases 5.3 % 5.3 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 17 — 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 $22 million and $16 million as of March 31, 2022 and December 31, 2021, 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, the Company does not believe that the ultimate resolution of these actions 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 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, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 18 — FAIR VALUE OF FINANCIAL INSTRUMENTS The Company holds certain assets that are required to be measured at fair value on a recurring basis, and beneficial interests in securitizations for which it elected the fair value option. A description of the fair value hierarchy and the Company's methodologies are included in Note 2 — Summary of Significant Accounting Policies in our most recent Annual Report on Form 10-K. The following tables are a summary of fair value measurements and hierarchy level at March 31, 2022 and December 31, 2021: March 31, 2022 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds (1) $ 27 $ 27 $ — $ — Beneficial interests in securitizations 416 — — 416 December 31, 2021 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds (1) $ 154 $ 154 $ — $ — Beneficial interests in securitizations 382 — — 382 _________________________ (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, 2022 and December 31, 2021, the Company has purchase price adjustment receivables of approximately $37 million and $34 million, respectively, which are carried at fair value and classified as other assets in the accompanying consolidated balance sheets. Under the MPSA, 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 receivables are 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 MPSA. 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 these receivables are classified as Level 3. During the three months ended March 31, 2022 and 2021, the adjustments to the fair value of the purchase price adjustment receivables were a gain of approximately $3 million and $4 million, respectively, and are reflected in other expense (income), 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 9 — Securitizations and Variable Interest Entities. Beneficial interests in securitizations are initially treated as Level 2 assets when the securitization transaction occurs in close proximity to the end of the period and there is a lack of observable changes in the economic inputs. When the securitization transaction does not occur in close proximity to the end of the period and there have been observable changes in the economic inputs, beneficial interests in securitizations are classified as Level 3. The Company's beneficial interests in securitizations include rated notes and certificates and other assets, all of which are classified as Level 3 due to the lack of observable market data. The Company determines the fair value of its rated notes based on non-binding broker quotes. The non-binding broker quotes are based on models that consider the prevailing interest rates, recent market transactions, and current business conditions. The Company determines the fair value of its certificates and other assets using a combination of non-binding market quotes and internally developed discounted cash flow models. The discounted cash flow models use discount rates based on prevailing interest rates and the characteristics of the specific instruments. As of March 31, 2022 and December 31, 2021, the discount rates were 3.1% to 10.0% and 1.1% to 10.0%, respectively. Significant increases or decreases in the inputs to the models could 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 (income), 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. There were no transfers into or out of Level 3 during the three months ended March 31, 2022 or 2021. In December 2021, the Company began selling certain of its beneficial interests in securitizations that meet the criteria for sale set forth in the Risk Retention Rules. For the three months ended March 31, 2022, the Company sold beneficial interests in securitizations for a purchase price totaling approximately $1 million. 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, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in millions) Opening Balance $ 382 $ 131 Received in securitization transactions 87 57 Cash receipts (42) (13) Change in fair value (10) 2 Sales of beneficial interests (1) — Ending Balance $ 416 $ 177 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 due to their respective short-term maturities. 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, 2022 and December 31, 2021. 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, 2022 and December 31, 2021 was as follows: March 31, December 31, (in millions) Carrying value, net of unamortized debt issuance costs $ 2,423 $ 2,422 Fair value 2,136 2,411 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, 2022 and December 31, 2021 were as follows: March 31, December 31, (in millions) Carrying value $ 393 $ 356 Fair value 416 392 Investment in Equity Securities During October 2021, the Company purchased Series A convertible preferred shares in Root, Inc. ("Root"), an equity security that does not have a readily determinable fair value. The Company elected to measure this investment using a measurement alternative pursuant to the accounting standards and recorded the investment at its cost of approximately $126 million which will subsequently be adjusted for observable price changes. The Company considered all relevant transactions since the date of our investment and has not recorded any impairments or upward or downward adjustments to the carrying amount of our investment in Root, as there have not been changes in the observable price of our equity interest through March 31, 2022. Also in October 2021, the Company entered into a commercial agreement with Root, under which the Root auto insurance products will be embedded into the Company's e-commerce platform. In accordance with the provisions of the commercial agreement, the Company received eight tranches of warrants to purchase shares of Root's Class A common stock (the "warrants"). One tranche consisting of 42 million warrants vests either upon the earlier of product integration or 18 months, and is considered a derivative instrument. The other tranches vest based on insurance product sales through the Company's e-commerce platform, which are expected to begin during 2022. The Company used a Monte Carlo simulation to estimate the fair value of these warrants, which are classified as Level 3. At contract inception the Company recognized an asset of approximately $30 million for the warrants and deferred revenue, classified in other assets and other liabilities, respectively in the accompanying consolidated balance sheets. The following table presents changes in our Level 3 warrants measured at fair value: 2022 (in millions) Balance at December 31, 2021 $ 6 Total unrealized loss (1) (5) Balance at March 31, 2022 $ 1 (1) We recognized the decrease in fair value in relation to the warrants to acquire Class A common stock through other expense (income), net in the accompanying consolidated statements of operations. Derivative Instruments As of March 31, 2022 and December 31, 2021, the Company had no other outstanding derivative instruments. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | NOTE 19 — SUPPLEMENTAL CASH FLOW INFORMATION The following table summarizes supplemental cash flow information for the three months ended March 31, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in millions) Supplemental cash flow information: Cash payments for interest $ 48 $ 14 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 73 $ 25 Property and equipment acquired under finance leases $ 149 $ 26 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 118 $ 6 Equity-based compensation expense capitalized to property and equipment $ 2 $ 2 Fair value of beneficial interests received in securitization transactions $ 87 $ 57 Reductions of beneficial interests in securitizations and associated long-term debt $ 31 $ 6 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: March 31, December 31, March 31, (in millions) Cash and cash equivalents $ 247 $ 403 $ 370 Restricted cash (1) 295 233 45 Total cash, cash equivalents and restricted cash $ 542 $ 636 $ 415 _________________________ (1) Amounts included in restricted cash primarily represent the deposits required under the Company's short-term revolving facilities. Refer to Note 10 — Debt Instruments for additional information. Remaining restricted cash represents certain cash held for corporate insurance purposes. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 20 — SUBSEQUENT EVENTS On April 26, 2022, the Company completed its previously announced public offering of 15,625,000 shares of its Class A common stock for total net proceeds of $1.2 billion, after deducting underwriting discounts and offering expenses. The Garcia Parties purchased an aggregate of 5,400,000 shares of the Class A common stock offered at the public offering price. The Company intends to use the net proceeds from this offering for general corporate purposes and to pay any costs, fees and expenses incurred by it in connection with this offering. On May 6, 2022, the Company issued $3.275 billion aggregate principal amount of the 2030 Notes. The Company used the net proceeds from the issuance and sale of the 2030 Notes (a) to finance the $2.2 billion acquisition of the U.S. physical auction business of ADESA and other ancillary transactions to occur in connection therewith, and to pay related fees and expenses in connection therewith and (b) for working capital, capital expenditures and other general corporate purposes. Interest on the 2030 Notes is payable semi-annually, beginning on November 1, 2022. The 2030 Notes mature on May 1, 2030 unless earlier repurchased or redeemed by the Company. The 2030 Notes contain a number of customary covenants similar to the existing senior unsecured notes as described in Note 10 — Debt Instruments. On May 9, 2022, using proceeds from the issuance of the 2030 Notes described above, the Company completed its acquisition of the U.S. physical auction business of ADESA from KAR, for approximately $2.2 billion. The initial accounting for this acquisition is expected to be completed by the time the Quarterly Report on Form 10-Q for the period ended June 30, 2022 is filed with the SEC. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") 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 filed on February 24, 2022. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company’s assets and liabilities and the results of operations. |
New Accounting Standards not Adopted Yet | New Accounting Standards not Adopted Yet In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 instead of being recorded at fair value. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company plans to early adopt this ASU during the quarter ended June 30, 2022 and is currently evaluating the expected impact of the adoption of this guidance on the consolidated financial statements. |
Earnings (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. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table summarizes property and equipment, net as of March 31, 2022 and December 31, 2021: March 31, December 31, (in millions) Land and site improvements $ 365 $ 303 Buildings and improvements 754 643 Transportation fleet 501 347 Software 190 169 Furniture, fixtures and equipment 111 97 Total property and equipment excluding construction in progress 1,921 1,559 Less: accumulated depreciation and amortization on property and equipment (338) (294) Property and equipment excluding construction in progress, net 1,583 1,265 Construction in progress 273 295 Property and equipment, net $ 1,856 $ 1,560 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Schedule of Intangible Assets and Goodwill | The following table summarizes goodwill and intangible assets, net as of March 31, 2022 and December 31, 2021: March 31, December 31, (in millions) Intangible assets: Developed technology $ 9 $ 9 Non-compete agreements 1 1 Intangible assets, acquired cost 10 10 Less: accumulated amortization (6) (6) Intangible assets, net $ 4 $ 4 Goodwill $ 9 $ 9 |
Schedule of Anticipated Future Annual Amortization Expense | The anticipated annual amortization expense to be recognized in future years as of March 31, 2022, is as follows: Expected Future (in millions) Remainder of 2022 $ 1 2023 1 2024 1 2025 1 2026 — Thereafter — Total $ 4 |
Accounts Payable and Other Ac_2
Accounts Payable and Other Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and December 31, 2021: March 31, December 31, (in millions) Accounts payable, including $28 and $27, respectively, due to related parties $ 154 $ 141 Sales taxes and vehicle licenses and fees 104 102 Accrued compensation and benefits 85 45 Accrued interest expense 57 42 Accrued property and equipment 57 85 Reserve for returns and cancellations 54 44 Accrued advertising costs 38 40 Customer deposits 37 34 Other accrued liabilities 162 123 Total accounts payable and accrued liabilities $ 748 $ 656 |
Securitizations and Variable _2
Securitizations and Variable Interest Entities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities Total Exposure and Amortized Cost and Fair Value of Securities Available for Sale | 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, 2022 and December 31, 2021. 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, 2022 December 31, 2021 Carrying Value Total Exposure Carrying Value Total Exposure (in millions) Rated notes $ 316 $ 316 $ 282 $ 282 Certificates and other assets 100 100 100 100 Total unconsolidated VIEs $ 416 $ 416 $ 382 $ 382 March 31, 2022 December 31, 2021 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Rated notes $ 323 $ 316 $ 282 $ 282 Certificates and other assets 100 100 93 100 Total securities available for sale $ 423 $ 416 $ 375 $ 382 |
Debt Instruments (Tables)
Debt Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments, Excluding Finance Leases | Debt instruments, excluding finance leases, which are discussed in Note 16 — Leases, as of March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, (in millions) Asset-based financing: Floor plan facility 2,572 1,877 Finance receivable facilities 214 176 Financing of beneficial interest in securitizations 270 282 Notes payable 8 10 Real estate financing 447 447 Total asset-based financing 3,511 2,792 Senior notes 2,450 2,450 Total debt 5,961 5,242 Less: current portion (2,886) (2,154) Less: unamortized debt issuance costs (1) (33) (34) Total long-term debt, net $ 3,042 $ 3,054 (1) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying condensed consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other assets on the accompanying condensed consolidated balance sheets and not included here. The following table summarizes components of our senior unsecured notes: March 31, December 31, Interest Rate (in millions, except percentages) 2025 Senior Unsecured Notes due October 1, 2025 $ 500 $ 500 5.625 % 2027 Senior Unsecured Notes due April 15, 2027 600 600 5.500 % 2028 Senior Unsecured Notes due October 1, 2028 600 600 5.875 % 2029 Senior Unsecured Notes due September 1, 2029 750 750 4.875 % Total principal amount 2,450 2,450 Less: unamortized debt issuance cost (27) (28) Total debt 2,423 2,422 |
Schedule of Components of Senior Unsecured Notes | Debt instruments, excluding finance leases, which are discussed in Note 16 — Leases, as of March 31, 2022 and December 31, 2021 consisted of the following: March 31, December 31, (in millions) Asset-based financing: Floor plan facility 2,572 1,877 Finance receivable facilities 214 176 Financing of beneficial interest in securitizations 270 282 Notes payable 8 10 Real estate financing 447 447 Total asset-based financing 3,511 2,792 Senior notes 2,450 2,450 Total debt 5,961 5,242 Less: current portion (2,886) (2,154) Less: unamortized debt issuance costs (1) (33) (34) Total long-term debt, net $ 3,042 $ 3,054 (1) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying condensed consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other assets on the accompanying condensed consolidated balance sheets and not included here. The following table summarizes components of our senior unsecured notes: March 31, December 31, Interest Rate (in millions, except percentages) 2025 Senior Unsecured Notes due October 1, 2025 $ 500 $ 500 5.625 % 2027 Senior Unsecured Notes due April 15, 2027 600 600 5.500 % 2028 Senior Unsecured Notes due October 1, 2028 600 600 5.875 % 2029 Senior Unsecured Notes due September 1, 2029 750 750 4.875 % Total principal amount 2,450 2,450 Less: unamortized debt issuance cost (27) (28) Total debt 2,423 2,422 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Equity-Based Compensation Expense | A summary of equity-based compensation recognized during the three months ended March 31, 2022 and 2021 is as follows: Three Months Ended March 31, 2022 2021 (in millions) Restricted Stock Units and Awards excluding those granted in relation to the CEO Milestone Gift $ 9 $ 7 Restricted Stock Units granted in relation to the CEO Milestone Gift 31 — Options 3 3 Total equity-based compensation 43 10 Equity-based compensation capitalized to property and equipment (2) (2) Equity-based compensation capitalized to inventory (13) — Equity-based compensation, net of capitalized amounts $ 28 $ 8 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in millions, except number of shares, which are reflected in thousands, and per share amounts) Numerator: Net loss $ (506) $ (82) Net loss attributable to non-controlling interests (246) (46) Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted $ (260) $ (36) Denominator: Weighted-average shares of Class A common stock outstanding 90,095 78,149 Nonvested weighted-average restricted stock awards — (46) Weighted-average shares of Class A common stock outstanding, basic and diluted 90,095 78,103 Net loss per share of Class A common stock, basic and diluted $ (2.89) $ (0.46) |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following table presents potentially dilutive securities, as of the end of the period, excluded from the computations of diluted net loss per share of Class A common stock for the three months ended March 31, 2022 and 2021. Three Months Ended March 31, 2022 2021 (in thousands) Options (1) 1,268 1,153 Restricted Stock Units and Awards (1) 320 654 Class A Units (2) 82,963 94,189 Class B Units (2) 1,989 2,380 _________________________ (1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive. (2) Represents the weighted-average as-converted LLC units that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost and Activity | The Company's lease costs and activity during the three months ended March 31, 2022 and 2021 were as follows: Three Months Ended March 31, 2022 2021 (in millions) Lease costs: Finance leases: Amortization of finance lease assets $ 17 $ 7 Interest obligations under finance leases 3 2 Total finance lease costs $ 20 $ 9 Operating leases: Fixed lease costs to non-related parties $ 25 $ 10 Fixed lease costs to related parties 1 1 Total operating lease costs $ 26 $ 11 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to non-related parties $ 12 $ 7 Operating lease liabilities to related parties $ 2 $ 1 Interest payments on finance lease liabilities $ 3 $ 2 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 34 $ 11 |
Schedule of Finance Lease, Maturity | The following table summarizes maturities of lease liabilities as of March 31, 2022: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) Remainder of 2022 $ 72 $ 3 $ 44 $ 47 $ 119 2023 87 5 62 67 154 2024 77 3 69 72 149 2025 64 2 74 76 140 2026 46 2 73 75 121 Thereafter 13 4 371 375 388 Total minimum lease payments 359 19 693 712 1,071 Less: amount representing interest (37) (3) (205) (208) (245) Total lease liabilities $ 322 $ 16 $ 488 $ 504 $ 826 _________________________ (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 | The following table summarizes maturities of lease liabilities as of March 31, 2022: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) Remainder of 2022 $ 72 $ 3 $ 44 $ 47 $ 119 2023 87 5 62 67 154 2024 77 3 69 72 149 2025 64 2 74 76 140 2026 46 2 73 75 121 Thereafter 13 4 371 375 388 Total minimum lease payments 359 19 693 712 1,071 Less: amount representing interest (37) (3) (205) (208) (245) Total lease liabilities $ 322 $ 16 $ 488 $ 504 $ 826 _________________________ (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, 2022 and 2021 were as follows, excluding short-term operating leases: As of March 31, 2022 2021 Weighted-average remaining lease terms (years) Operating leases 9.2 9.5 Finance leases 4.5 4.4 Weighted-average discount rate Operating leases 7.0 % 8.2 % Finance leases 5.3 % 5.3 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
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, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in millions) Opening Balance $ 382 $ 131 Received in securitization transactions 87 57 Cash receipts (42) (13) Change in fair value (10) 2 Sales of beneficial interests (1) — Ending Balance $ 416 $ 177 |
Schedule of Fair Value Senior Notes | The fair value of the Senior Notes as of March 31, 2022 and December 31, 2021 was as follows: March 31, December 31, (in millions) Carrying value, net of unamortized debt issuance costs $ 2,423 $ 2,422 Fair value 2,136 2,411 |
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, 2022 and December 31, 2021: March 31, 2022 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds (1) $ 27 $ 27 $ — $ — Beneficial interests in securitizations 416 — — 416 December 31, 2021 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds (1) $ 154 $ 154 $ — $ — Beneficial interests in securitizations 382 — — 382 _________________________ (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, December 31, (in millions) Carrying value $ 393 $ 356 Fair value 416 392 |
Schedule of Changes in Warrants | The following table presents changes in our Level 3 warrants measured at fair value: 2022 (in millions) Balance at December 31, 2021 $ 6 Total unrealized loss (1) (5) Balance at March 31, 2022 $ 1 (1) We recognized the decrease in fair value in relation to the warrants to acquire Class A common stock through other expense (income), net in the accompanying consolidated statements of operations. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 and 2021: Three Months Ended March 31, 2022 2021 (in millions) Supplemental cash flow information: Cash payments for interest $ 48 $ 14 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 73 $ 25 Property and equipment acquired under finance leases $ 149 $ 26 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 118 $ 6 Equity-based compensation expense capitalized to property and equipment $ 2 $ 2 Fair value of beneficial interests received in securitization transactions $ 87 $ 57 Reductions of beneficial interests in securitizations and associated long-term debt $ 31 $ 6 |
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: March 31, December 31, March 31, (in millions) Cash and cash equivalents $ 247 $ 403 $ 370 Restricted cash (1) 295 233 45 Total cash, cash equivalents and restricted cash $ 542 $ 636 $ 415 _________________________ (1) Amounts included in restricted cash primarily represent the deposits required under the Company's short-term revolving facilities. Refer to Note 10 — Debt Instruments for additional information. Remaining restricted cash represents certain cash held for corporate insurance purposes. |
Business Organization - Narrati
Business Organization - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022class | |
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. | 51.50% |
Ownership percentage by LLC Unitholders | 48.50% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Liquidity (Details) - USD ($) shares in Millions | May 09, 2022 | Mar. 31, 2022 | Sep. 23, 2022 | May 06, 2022 | Mar. 22, 2022 | Feb. 01, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | Jul. 01, 2021 | Mar. 31, 2021 | Oct. 01, 2020 |
MPSA | Consumer Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Commitment of purchaser, current availability financing, principal balances of finance receivables | $ 5,000,000,000 | $ 5,000,000,000 | $ 4,000,000,000 | ||||||||
Receivable purchase agreement, remaining unused capacity | 4,500,000,000 | ||||||||||
Subsequent Event | ADESA U.S. Physical Auction Acquisition | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Consideration transferred | $ 2,200,000,000 | ||||||||||
Senior notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issued, aggregate principal amount | 2,450,000,000 | $ 2,450,000,000 | |||||||||
Senior Unsecured Notes, Effective 2030, 10.25% | Senior notes | Subsequent Event | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt issued, aggregate principal amount | $ 3,275,000,000 | ||||||||||
Interest Rate | 10.25% | ||||||||||
Floor plan facility | Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | 3,000,000,000 | $ 3,000,000,000 | $ 2,250,000,000 | $ 1,750,000,000 | $ 1,250,000,000 | ||||||
Floor plan facility | Line of Credit | Forecast | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000,000 | ||||||||||
Equity Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stock sold during period, net proceeds | $ 1,200,000,000 | ||||||||||
Class A Common Stock | Equity Offering | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Sale of stock, number of shares issued in transaction (in shares) | 15.6 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - ADESA U.S. Physical Auction Acquisition - USD ($) $ in Billions | May 09, 2022 | Feb. 24, 2022 |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Expected, consideration transferred | $ 2.2 | |
Subsequent Event | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Consideration transferred | $ 2.2 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization on property and equipment | $ (338) | $ (294) |
Property and equipment, net | 1,856 | 1,560 |
Land and site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 365 | 303 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 754 | 643 |
Transportation fleet | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 501 | 347 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 190 | 169 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 111 | 97 |
Property and equipment excluding construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,921 | 1,559 |
Property and equipment, net | 1,583 | 1,265 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 273 | $ 295 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 37 | $ 22 |
Property, Plant and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 36 | $ 22 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Fair Value of Acquired Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Intangible assets: | ||
Total | $ 4 | $ 4 |
Goodwill | 9 | 9 |
Car360 | ||
Intangible assets: | ||
Intangible assets, acquired cost | 10 | 10 |
Less: accumulated amortization | (6) | (6) |
Total | 4 | 4 |
Goodwill | 9 | 9 |
Car360 | Developed technology | ||
Intangible assets: | ||
Intangible assets, acquired cost | 9 | 9 |
Car360 | Non-compete agreements | ||
Intangible assets: | ||
Intangible assets, acquired cost | $ 1 | $ 1 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Narrative (Details) - Car360 - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
Amortization expense | $ 1 | $ 1 |
Weighted average amortization period, definite-lived intangible assets | 2 years 10 months 24 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Schedule of Future Amortization Expense (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Business Combinations [Abstract] | ||
Remainder of 2022 | $ 1 | |
2023 | 1 | |
2024 | 1 | |
2025 | 1 | |
2026 | 0 | |
Thereafter | 0 | |
Total | $ 4 | $ 4 |
Accounts Payable and Other Ac_3
Accounts Payable and Other Accrued Liabilities - Summary of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Line Items] | ||
Accounts payable, including $28 and $27, respectively, due to related parties | $ 154 | $ 141 |
Sales taxes and vehicle licenses and fees | 104 | 102 |
Accrued compensation and benefits | 85 | 45 |
Accrued interest expense | 57 | 42 |
Accrued property and equipment | 57 | 85 |
Reserve for returns and cancellations | 54 | 44 |
Accrued advertising costs | 38 | 40 |
Customer deposits | 37 | 34 |
Other accrued liabilities | 162 | 123 |
Total accounts payable and accrued liabilities | 748 | 656 |
Related Party | ||
Payables And Accruals [Line Items] | ||
Accounts payable, including $28 and $27, respectively, due to related parties | 28 | 27 |
Total accounts payable and accrued liabilities | $ 28 | $ 27 |
Related Party Transactions - Le
Related Party Transactions - Lease Agreements (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |||||
Feb. 28, 2019renewal_option | Nov. 30, 2018renewal_option | Mar. 31, 2017renewal_optionlocation | Feb. 28, 2017renewal_option | Nov. 30, 2014renewal_optionlocation | Mar. 31, 2022USD ($)renewal_option | Mar. 31, 2021USD ($) | |
Building | |||||||
Related Party Transaction [Line Items] | |||||||
Operating lease, number of renewal options | 1 | ||||||
Related Party | 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 | 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 | ||||||
Related Party | 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 | 3 | ||||||
Operating leases, renewal term | 5 years | ||||||
Operating lease term | 8 years | ||||||
Related Party | DriveTime Automotive Group, Inc. | Sublease Agreement for Fully-Operational Inspection and Reconditioning Center | Building | Cleveland, Ohio | |||||||
Related Party Transaction [Line Items] | |||||||
Operating sublease, initial term | 3 years | ||||||
Operating sublease, number of renewal options | 3 | ||||||
Operating sublease, renewal term | 5 years | ||||||
Related Party | DriveTime Automotive Group, Inc. | Lease Agreement for Inspection and Reconditioning Center | Leasehold Improvements and Equipment | Nashville, Tennessee | |||||||
Related Party Transaction [Line Items] | |||||||
Operating lease, number of renewal options | 3 | ||||||
Operating leases, renewal term | 5 years | ||||||
Related Party | Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party Lease Agreements | |||||||
Related Party Transaction [Line Items] | |||||||
Expenses from transactions with related party | $ | $ 1 | $ 1 |
Related Party Transactions - Co
Related Party Transactions - Corporate Office Leases (Details) - Related Party $ in Millions | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2019renewal_option | Sep. 30, 2016renewal_option | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | |
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 | |||
DriveTime Automotive Group, Inc. | Subleased Office Space, First Floor | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party | $ | $ 1 | $ 1 | ||
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 | $ | $ 1 | $ 1 |
Related Party Transactions - Wh
Related Party Transactions - Wholesale Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Net sales and operating revenues, from related parties | $ 3,497 | $ 2,245 |
Wholesale vehicle sales | ||
Related Party Transaction [Line Items] | ||
Net sales and operating revenues, from related parties | 575 | 240 |
Wholesale vehicle sales | DriveTime Automotive Group, Inc. | Related Party | ||
Related Party Transaction [Line Items] | ||
Net sales and operating revenues, from related parties | $ 14 | $ 6 |
Related Party Transactions - Re
Related Party Transactions - Retail Vehicle Acquisitions and Reconditioning (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Vehicle inventory | $ 3,304 | $ 3,149 | |
Cost of goods sold, related to vehicles acquired | 3,199 | $ 1,907 | |
Used Vehicles | DriveTime Automotive Group, Inc. | Related Party | |||
Related Party Transaction [Line Items] | |||
Vehicle inventory | 16 | ||
Used Vehicle Sales | DriveTime Automotive Group, Inc. | Related Party | |||
Related Party Transaction [Line Items] | |||
Cost of goods sold, related to vehicles acquired | $ 9 |
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, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 47 | $ 38 |
Revenue related to excess cash reserves on contracts | 1 | 4 |
Expenses related to administration of GAP waiver coverage | $ 4 | $ 3 |
Related Party Transactions - Se
Related Party Transactions - Servicing and Administrative Fees (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
DriveTime Automotive Group, Inc. | Servicing and Administrative Fees | Related Party | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 2 | $ 2 |
Related Party Transactions - Ai
Related Party Transactions - Aircraft Time Sharing Agreement (Details) - Related Party - Aircraft Time Sharing Agreement - Air Transportation Equipment $ in Millions | Oct. 22, 2015aircraft | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2017aircraft |
DriveTime Automotive Group, Inc. | ||||
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 | |||
Verde Investments, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Expenses from transactions with related party (less than) | $ | $ 1 | $ 1 | ||
Verde Investments, Inc. | DriveTime Automotive Group, Inc. | ||||
Related Party Transaction [Line Items] | ||||
Number of aircrafts | aircraft | 2 | 2 |
Related Party Transactions - Sh
Related Party Transactions - Shared Services Agreement with DriveTime (Details) - DriveTime Automotive Group, Inc. - Related parties - Shared Services Agreement with DriveTime - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Feb. 28, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Number of allowable days prior to contract termination with written notice | 30 days | ||
Number of allowable days prior to contract termination with written notice from service provider | 90 days | ||
Payments to acquire GAP waiver insurance policy (less than) | $ 1 | $ 1 |
Related Party Transactions - Ac
Related Party Transactions - Accounts Payable Due to Related Party (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Due to related parties | $ 28 | $ 27 |
Related Party Transactions - _2
Related Party Transactions - Contributions of Class A Common Shares From Ernest Garcia III (Details) - Contribution Agreement, CEO Milestone Gift - USD ($) | Jan. 05, 2022 | Mar. 31, 2022 |
Ernest Garcia III | Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Vesting period | 2 years | |
Ernest Garcia III | Restricted Stock Units | Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Shares granted during period, per employee (in shares) | 23 | |
Shares granted during period, (in shares) | 435,035 | |
Shares vested during period (in shares) | 97,336 | |
Ernest Garcia III | Class A Common Stock | Chief Executive Officer | ||
Related Party Transaction [Line Items] | ||
Stock contribution commitment, shares per employee (in shares) | 23 | |
Chief Executive Officer | Restricted Stock Units | ||
Related Party Transaction [Line Items] | ||
Contribution of Class A common stock from related party, fee charged | $ 0 |
Finance Receivable Sale Agree_2
Finance Receivable Sale Agreements - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($)agreementType | Mar. 31, 2021USD ($) | Mar. 22, 2022USD ($) | |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Number of agreement types | agreementType | 2 | ||
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 | $ 5,000,000,000 | $ 4,000,000,000 | $ 5,000,000,000 |
Commitment of purchaser, current availability financing, principal balances of finance receivables, amount increased from previous commitment | $ 1,000,000,000 | ||
Principal balances of finance receivables through securitization transactions, sold | 500,000,000 | 491,000,000 | |
Receivable purchase agreement, remaining unused capacity | 4,500,000,000 | ||
Consumer Loan | Master Purchase Sale Agreement, 2017 Master Transfer Agreement and Other Partners | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Gain on loan sales | 105,000,000 | 138,000,000 | |
Securitization Transaction | |||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | |||
Principal balances of finance receivables through securitization transactions, sold | $ 1,400,000,000 | $ 813,000,000 |
Securitizations and Variable _3
Securitizations and Variable Interest Entities - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Beneficial interests in securitizations | $ 416 | $ 382 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Beneficial interests in securitizations | $ 416 | $ 382 |
Securitizations and Variable _4
Securitizations and Variable Interest Entities - Schedule of Expected Losses (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Carrying Value | $ 416 | $ 382 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 416 | 382 |
Total Exposure | 416 | 382 |
Rated notes | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 316 | 282 |
Total Exposure | 316 | 282 |
Certificates and other assets | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 100 | 100 |
Total Exposure | $ 100 | $ 100 |
Securitizations and Variable _5
Securitizations and Variable Interest Entities - Schedule of Cost and Fair Value of Securities (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Fair Value | $ 416 | $ 382 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Amortized Cost | 423 | 375 |
Fair Value | 416 | 382 |
Rated notes | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Amortized Cost | 323 | 282 |
Fair Value | 316 | 282 |
Certificates and other assets | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Amortized Cost | 100 | 93 |
Fair Value | $ 100 | $ 100 |
Debt Instruments - Schedule of
Debt Instruments - Schedule of Debt Instruments, Excluding Finance Leases (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 5,961 | $ 5,242 |
Total asset-based financing | 3,511 | 2,792 |
Less: current portion | (2,886) | (2,154) |
Less: unamortized debt issuance cost | (33) | (34) |
Total long-term debt, net | 3,042 | 3,054 |
Financing of beneficial interest in securitizations | ||
Debt Instrument [Line Items] | ||
Total debt | 270 | 282 |
Real estate financing | ||
Debt Instrument [Line Items] | ||
Total debt | 447 | 447 |
Senior notes | ||
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance cost | (27) | (28) |
Floor plan facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 2,572 | 1,877 |
Finance receivable facilities | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 214 | 176 |
Notes payable | Notes payable | ||
Debt Instrument [Line Items] | ||
Total debt | 8 | 10 |
Senior notes | Senior notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,450 | $ 2,450 |
Debt Instruments - Floor Plan F
Debt Instruments - Floor Plan Facility (Details) - USD ($) | Jul. 01, 2021 | Mar. 01, 2021 | Oct. 01, 2020 | Nov. 30, 2019 | Mar. 31, 2022 | Feb. 01, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | Mar. 31, 2021 |
Line of Credit Facility [Line Items] | |||||||||
Line of credit, outstanding | $ 2,786,000,000 | $ 2,053,000,000 | |||||||
Held in restricted cash | 295,000,000 | 233,000,000 | $ 45,000,000 | ||||||
Floor plan facility | Line of Credit | |||||||||
Line of Credit Facility [Line Items] | |||||||||
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% | ||||||||
Deposit required under floor plan facility, percentage of principal balance | 7.50% | ||||||||
Line of credit facility, maximum borrowing capacity | $ 1,750,000,000 | $ 1,250,000,000 | 3,000,000,000 | $ 3,000,000,000 | $ 2,250,000,000 | ||||
Line of credit, outstanding | 2,600,000,000 | 1,900,000,000 | |||||||
Line of credit facility, remaining borrowing capacity | 428,000,000 | 373,000,000 | |||||||
Held in restricted cash | $ 193,000,000 | $ 141,000,000 | |||||||
Interest rate | 2.62% | 2.55% | |||||||
Floor plan facility | Line of Credit | LIBOR | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | 2.65% | 3.15% | |||||||
Floor plan facility | Line of Credit | Prime Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, basis spread on variable rate | (0.50%) |
Debt Instruments - Active Finan
Debt Instruments - Active Finance Receivable Facilities (Details) - USD ($) | Mar. 31, 2022 | Mar. 18, 2022 | Dec. 31, 2021 | Oct. 15, 2021 | Apr. 30, 2021 | Mar. 31, 2021 | Feb. 29, 2020 | Jan. 31, 2020 |
Debt Instrument [Line Items] | ||||||||
Line of credit, outstanding | $ 2,786,000,000 | $ 2,053,000,000 | ||||||
Held in restricted cash | 295,000,000 | 233,000,000 | $ 45,000,000 | |||||
Revolving Credit Facility | SPVANA I Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Current commitment | $ 500,000,000 | |||||||
Revolving Credit Facility | SPVANA II Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 600,000,000 | $ 500,000,000 | ||||||
Revolving Credit Facility | SPVANA III Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 600,000,000 | $ 500,000,000 | ||||||
Revolving Credit Facility | SPVANA IV Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | $ 350,000,000 | ||||||
Line of credit, outstanding | 214,000,000 | 176,000,000 | ||||||
Line of credit facility, remaining borrowing capacity | $ 2,300,000,000 | $ 1,900,000,000 | ||||||
Interest rate | 1.67% | 1.64% | ||||||
Revolving Credit Facility | Finance receivable facilities | ||||||||
Debt Instrument [Line Items] | ||||||||
Held in restricted cash | $ 69,000,000 | $ 67,000,000 |
Debt Instruments - Schedule o_2
Debt Instruments - Schedule of Long-Term Debt Outstanding (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance cost | $ (33) | $ (34) |
Senior notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | 2,450 | 2,450 |
Less: unamortized debt issuance cost | (27) | (28) |
Total debt | 2,423 | 2,422 |
2025 Senior Unsecured Notes ("2025 Notes") | Senior notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 500 | 500 |
Interest Rate | 5.625% | |
2027 Senior Unsecured Notes ("2027 Notes") | Senior notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 600 | 600 |
Interest Rate | 5.50% | |
2028 Senior Unsecured Notes ("2028 Notes") | Senior notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 600 | 600 |
Interest Rate | 5.875% | |
2029 Senior Unsecured Notes ("2029 Notes") | Senior notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 750 | $ 750 |
Interest Rate | 4.875% |
Debt Instruments - Long-Term De
Debt Instruments - Long-Term Debt (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Notes payable, current portion | $ 178 | $ 152 |
Beneficial interests in securitization, pledged assets as collateral | 7,585 | 7,015 |
Long-term debt, current portion | 2,886 | 2,154 |
Variable Interest Entity, Not Primary Beneficiary | ||
Debt Instrument [Line Items] | ||
Outstanding principal, net of debt issuance costs | 267 | 279 |
Long-term debt, current portion | 92 | 93 |
Variable Interest Entity, Not Primary Beneficiary | Asset Pledged as Collateral | ||
Debt Instrument [Line Items] | ||
Beneficial interests in securitization, pledged assets as collateral | 270 | 282 |
Leased Properties and Construction Improvements | ||
Debt Instrument [Line Items] | ||
Sale leaseback liability, net, included in long-term debt | $ 444 | 444 |
Minimum | Leased Properties and Construction Improvements | ||
Debt Instrument [Line Items] | ||
Sale leaseback transaction, expiration period | 20 years | |
Maximum | Leased Properties and Construction Improvements | ||
Debt Instrument [Line Items] | ||
Sale leaseback transaction, expiration period | 25 years | |
Sale leaseback transaction, renewal period (up to) | 25 years | |
Senior notes | ||
Debt Instrument [Line Items] | ||
Outstanding principal, net of debt issuance costs | $ 2,423 | $ 2,422 |
Senior Unsecured Notes | Senior notes | Debt Instrument, Redemption, Period One | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage of principal amount redeemed (up to) | 35.00% | |
Redemption price, percentage | 100.00% | |
Senior Unsecured Notes | Senior notes | Debt Instrument, Redemption, Period Two | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 101.00% | |
Promissory Note | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 6.50% | 6.40% |
Notes payable | $ 8 | $ 10 |
Notes payable, current portion | $ 7 | $ 7 |
Promissory Note | Notes Payable, Other Payables | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 2 years | |
Promissory Note | Notes Payable, Other Payables | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 5 years |
Stockholders' Equity - Organiza
Stockholders' Equity - Organizational Transactions (Details) | May 03, 2017vote$ / sharesshares | May 02, 2017 | Mar. 31, 2015 | Mar. 31, 2022class$ / sharesshares | Dec. 31, 2018 | Dec. 31, 2021$ / 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 | |||||
Class A Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Conversion ratio | 0.8 | |||||
Class B Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Conversion ratio | 0.8 | |||||
Carvana Group | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Number of classes of common ownership interests | class | 2 | |||||
Carvana Group | Class A Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Common units, issued (in shares) | 216,000,000 | 216,000,000 | ||||
Common units, outstanding (in shares) | 216,000,000 | 216,000,000 | ||||
Carvana Group | Class B Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Common units, issued (in shares) | 2,000,000 | 3,000,000 | ||||
Common units, outstanding (in shares) | 2,000,000 | 3,000,000 | ||||
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 A Common Stock | Exchange Agreement | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Conversion ratio | 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 |
Stockholders' Equity - Exchange
Stockholders' Equity - Exchange Agreement (Details) shares in Millions | May 03, 2017 | Mar. 31, 2022shares | Mar. 31, 2021shares | Dec. 31, 2018 |
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 | Class B Common Stock | ||||
Limited Partners' Capital Account [Line Items] | ||||
Conversion of stock, converted (less than for 03/31/2022 Class A) (in shares) | 0 | 3 | ||
Exchange Agreement | Class A Common Stock | ||||
Limited Partners' Capital Account [Line Items] | ||||
Conversion ratio | 0.8 | |||
Conversion of stock, issued (less than for 2022) (in shares) | 1 | 3 | ||
Class A Units | ||||
Limited Partners' Capital Account [Line Items] | ||||
Conversion ratio | 0.8 | |||
Class A Units | Exchange Agreement | ||||
Limited Partners' Capital Account [Line Items] | ||||
Conversion of stock, converted (less than for 03/31/2022 Class A) (in shares) | 1 | 4 | ||
LLC units received (less than for 2022) (in shares) | 1 | 4 |
Stockholders' Equity - Class A
Stockholders' Equity - Class A Non-Convertible Preferred Units (Details) - USD ($) | Aug. 16, 2021 | Mar. 29, 2021 | Oct. 02, 2020 | Oct. 02, 2018 |
Senior notes | Senior notes | ||||
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] | ||||
Repayment of debt, number of shares canceled and retired (in shares) | 1 | |||
Carvana Group | Class A Non-Convertible Preferred Units | Senior notes | 2025 Notes and 2028 Notes | ||||
Limited Partners' Capital Account [Line Items] | ||||
Issuance of stock (in shares) | 1,100,000 | |||
Carvana Group | Class A Non-Convertible Preferred Units | Senior notes | 2027 Notes | ||||
Limited Partners' Capital Account [Line Items] | ||||
Issuance of stock (in shares) | 600,000 | |||
Carvana Group | Class A Non-Convertible Preferred Units | Senior notes | 2028 Notes | ||||
Limited Partners' Capital Account [Line Items] | ||||
Issuance of stock (in shares) | 800,000 | |||
Carvana Group | Class A Non-Convertible Preferred Units | Senior notes | Senior notes | ||||
Limited Partners' Capital Account [Line Items] | ||||
Issuance of stock (in shares) | 600,000 |
Non-controlling Interests - Nar
Non-controlling Interests - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | |
Noncontrolling Interest [Line Items] | ||
Conversion ratio | 1.25 | |
Decrease (increase) adjustments related to LLC units | $ 0 | $ 0 |
Carvana Group | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage by Carvana Co. | 51.50% | |
Ownership percentage by LLC Unitholders | 48.50% | |
Non-controlling Interests | ||
Noncontrolling Interest [Line Items] | ||
Decrease (increase) adjustments related to LLC units | $ 1 | 12 |
Additional Paid-in Capital | ||
Noncontrolling Interest [Line Items] | ||
Decrease (increase) adjustments related to LLC units | $ (1) | $ (12) |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | $ 43 | $ 10 |
Equity-based compensation, net of capitalized amounts | 28 | 8 |
Unrecognized compensation expense | $ 186 | |
Unrecognized compensation expense, period for recognition | 2 years 6 months | |
Property and Equipment | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation capitalized | $ (2) | (2) |
Inventories | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity-based compensation capitalized | (13) | 0 |
Restricted Stock Units and Awards excluding those granted in relation to the CEO Milestone Gift | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | 9 | 7 |
Restricted Stock Units granted in relation to the CEO Milestone Gift | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | 31 | 0 |
Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total equity-based compensation | $ 3 | $ 3 |
Equity-Based Compensation - 201
Equity-Based Compensation - 2017 Omnibus Incentive Plan (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
2017 Omnibus Incentive Plan | Class A Common Stock | |
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 |
Number of shares available for grant (in shares) | 9,000,000 |
2017 Omnibus Incentive Plan, Excluding CEO Milestone Gift | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |
Service-based vesting period | 4 years |
Equity-Based Compensation - Emp
Equity-Based Compensation - Employee Stock Purchase Plan (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
May 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP, equity-based compensation expense (less than) | $ 28,000,000 | $ 8,000,000 | |
Employee Stock | Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP, equity-based compensation expense (less than) | $ 1,000,000 | ||
Employee Stock | Employee Stock Purchase Plan | Class A Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP, purchase period | 6 months | ||
ESPP purchase price of common stock, percent of fair market value | 90.00% | ||
ESPP, maximum contribution amount | $ 10,000 | ||
ESPP, number of shares available (in shares) | 500,000 | ||
Employee Stock | Employee Stock Purchase Plan, Second Six Month Offering Period | Class A Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
ESPP, purchase period | 6 months | ||
ESPP, number shares issued (in shares) | 0 |
Equity-Based Compensation - Cla
Equity-Based Compensation - Class A Units (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2018$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Conversion ratio | 1.25 | |
Class A 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 | 0.8 | |
Minimum | Class A Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Service-based vesting period | 2 years | |
Maximum | Class A 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) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2022$ / sharesshares | Mar. 31, 2021shares | |
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 | 0.8 | ||
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 (in dollars per share) | $ 0 | ||
Class B Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Service-based vesting period | 5 years | ||
Participation threshold (in dollars per share) | $ 12 |
Net Loss Per Share - Calculatio
Net Loss Per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Numerator: | |||
Net loss | $ (506) | $ (82) | |
Net loss attributable to non-controlling interests | (246) | (46) | |
Net loss attributable to Carvana Co. | $ (260) | $ (36) | |
Denominator: | |||
Weighted-average shares of Class A common stock outstanding, basic (in shares) | 78,103 | ||
Weighted-average shares of Class A common stock outstanding, diluted (in shares) | 78,103 | ||
Class A Common Stock | |||
Denominator: | |||
Weighted-average shares of Class A common stock outstanding (in shares) | 90,095 | 78,149 | |
Weighted-average shares of Class A common stock outstanding, basic (in shares) | [1] | 90,095 | 78,103 |
Weighted-average shares of Class A common stock outstanding, diluted (in shares) | 90,095 | 78,103 | |
Net loss per share of Class A common stock, basic (in dollars per share) | $ (2.89) | $ (0.46) | |
Net loss per share of Class A common stock, diluted (in dollars per share) | $ (2.89) | $ (0.46) | |
Class A Common Stock | Restricted Stock | |||
Denominator: | |||
Nonvested weighted-average restricted stock awards (in shares) | 0 | (46) | |
[1] | Weighted-average shares of Class A common stock outstanding have been adjusted for unvested restricted stock awards. |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Potentially Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,268 | 1,153 |
Restricted Stock Units and Awards excluding those granted in relation to the CEO Milestone Gift | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 320 | 654 |
Class A Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 82,963 | 94,189 |
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) | 1,989 | 2,380 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) shares in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2018 | Dec. 31, 2021 | |
Income Tax Contingency [Line Items] | ||||
Uncertain tax positions | $ 0 | $ 0 | ||
Related reserves | $ 0 | $ 0 | ||
Effective income tax rate, expense (benefit) | 0.10% | (0.10%) | ||
Car360 | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liability | $ 2,000,000 | |||
Deferred tax liability, amortization expense (less than) | $ 1,000,000 | $ 1,000,000 | ||
Car360 | Minimum | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liability, amortization period | 5 years | |||
Car360 | Maximum | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax liability, amortization period | 7 years | |||
Carvana Group | ||||
Income Tax Contingency [Line Items] | ||||
Gross deferred tax asset, acquired during period | $ 1,000,000 | $ 225,000,000 | ||
Exchange Agreement | Class A Units | ||||
Income Tax Contingency [Line Items] | ||||
LLC units acquired (less than for 2022) (in shares) | 1 | 4 |
Income Taxes - Tax Receivable A
Income Taxes - Tax Receivable Agreement (Details) $ in Billions | Mar. 31, 2022USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred tax liability, unrecorded, tax receivable agreements | $ 1.6 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 3 Months Ended |
Mar. 31, 2022renewal_option | |
Lessee, Lease, Description [Line Items] | |
Finance lease, extension term | 4 years |
Building | |
Lessee, Lease, Description [Line Items] | |
Operating lease, number of renewal options | 1 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Finance lease, term of contract | 2 years |
Minimum | Building | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Finance lease, term of contract | 5 years |
Maximum | Building | |
Lessee, Lease, Description [Line Items] | |
Operating lease, renewal term | 20 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost and Activity (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finance leases: | ||
Amortization of finance lease assets | $ 17 | $ 7 |
Interest obligations under finance leases | 3 | 2 |
Total finance lease costs | 20 | 9 |
Operating leases: | ||
Fixed lease costs | 25 | 10 |
Total operating lease costs | 26 | 11 |
Cash payments related to lease liabilities included in operating cash flows: | ||
Interest payments on finance lease liabilities | 3 | 2 |
Cash payments related to lease liabilities included in financing cash flows: | ||
Principal payments on finance lease liabilities | 34 | 11 |
Related parties | ||
Operating leases: | ||
Fixed lease costs | 1 | 1 |
Cash payments related to lease liabilities included in operating cash flows: | ||
Operating lease liabilities | 2 | 1 |
Non-Related Party | ||
Cash payments related to lease liabilities included in operating cash flows: | ||
Operating lease liabilities | $ 12 | $ 7 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Maturities (Details) $ in Millions | Mar. 31, 2022USD ($) |
Finance Leases | |
Remainder of 2022 | $ 72 |
2023 | 87 |
2024 | 77 |
2025 | 64 |
2026 | 46 |
Thereafter | 13 |
Total minimum lease payments | 359 |
Less: amount representing interest | (37) |
Total lease liabilities | 322 |
Operating Leases | |
Remainder of 2022 | 47 |
2023 | 67 |
2024 | 72 |
2025 | 76 |
2026 | 75 |
Thereafter | 375 |
Total minimum lease payments | 712 |
Less: amount representing interest | (208) |
Total lease liabilities | 504 |
Total | |
Remainder of 2022 | 119 |
2023 | 154 |
2024 | 149 |
2025 | 140 |
2026 | 121 |
Thereafter | 388 |
Total minimum lease payments | 1,071 |
Less: amount representing interest | $ (245) |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Notes Payable, Current And Long-Term Debt, Excluding Current Maturities [Member] |
Total lease liabilities | $ 826 |
Related Party | |
Operating Leases | |
Remainder of 2022 | 3 |
2023 | 5 |
2024 | 3 |
2025 | 2 |
2026 | 2 |
Thereafter | 4 |
Total minimum lease payments | 19 |
Less: amount representing interest | (3) |
Total lease liabilities | 16 |
Non-Related Party | |
Operating Leases | |
Remainder of 2022 | 44 |
2023 | 62 |
2024 | 69 |
2025 | 74 |
2026 | 73 |
Thereafter | 371 |
Total minimum lease payments | 693 |
Less: amount representing interest | (205) |
Total lease liabilities | $ 488 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rates (Details) | Mar. 31, 2022 | Mar. 31, 2021 |
Weighted-average remaining lease terms (years) | ||
Operating leases | 9 years 2 months 12 days | 9 years 6 months |
Finance leases | 4 years 6 months | 4 years 4 months 24 days |
Weighted-average discount rate | ||
Operating leases | 7.00% | 8.20% |
Finance leases | 5.30% | 5.30% |
Commitments and Contingencies -
Commitments and Contingencies - Accrued Limited Warranty (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($)mi | Dec. 31, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Limited warranty, period | 100 days | |
Limited warranty, miles | mi | 4,189 | |
Accrued limited warranty | $ | $ 22 | $ 16 |
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 Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Beneficial interests in securitizations | $ 416 | $ 382 |
Money market funds | ||
Assets: | ||
Money market funds | 27 | 154 |
Level 1 | ||
Assets: | ||
Beneficial interests in securitizations | 0 | 0 |
Level 1 | Money market funds | ||
Assets: | ||
Money market funds | 27 | 154 |
Level 2 | ||
Assets: | ||
Beneficial interests in securitizations | 0 | 0 |
Level 2 | Money market funds | ||
Assets: | ||
Money market funds | 0 | 0 |
Level 3 | ||
Assets: | ||
Beneficial interests in securitizations | 416 | 382 |
Level 3 | Money market funds | ||
Assets: | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Oct. 31, 2021USD ($)trancheshares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Root, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Equity securities, not readily determinable fair value | $ 126 | |||
Root, Inc. | Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Equity securities, number of tranches | tranche | 8 | |||
Root, Inc. | Derivative | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Equity securities (in shares) | shares | 42 | |||
Equity securities, vesting period | 18 months | |||
Level 3 | Root, Inc. | Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Equity securities, fair value | $ 30 | |||
Deferred revenue | $ 30 | |||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price adjustment receivable | $ 37 | $ 34 | ||
Purchase price adjustment receivable (gain) loss, fair value adjustment | (3) | $ (4) | ||
Fair Value, Measurements, Recurring | Level 3 | Variable Interest Entity, Not Primary Beneficiary | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Proceeds from sale of beneficial interests | $ 1 | |||
Fair Value, Measurements, Recurring | Minimum | Level 3 | Variable Interest Entity, Not Primary Beneficiary | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Measurement input, discount rate | 0.031 | 0.011 | ||
Fair Value, Measurements, Recurring | Maximum | Level 3 | Variable Interest Entity, Not Primary Beneficiary | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Measurement input, discount rate | 0.10 | 0.10 |
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 - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Opening Balance | $ 382 | $ 131 |
Received in securitization transactions | 87 | 57 |
Cash receipts | (42) | (13) |
Change in fair value | (10) | 2 |
Sales of beneficial interests | (1) | 0 |
Ending Balance | $ 416 | $ 177 |
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 Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Carrying value, net of unamortized debt issuance costs | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 2,423 | $ 2,422 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 2,136 | $ 2,411 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Carrying Value and Fair Value, Finance Receivables (Details) - Level 2 - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Carrying value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finance receivables | $ 393 | $ 356 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finance receivables | $ 416 | $ 392 |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments - Changes in Warrants (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Total unrealized loss | $ (5) | $ 0 |
Root, Inc. | Level 3 | Warrant | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Opening Balance | 6 | |
Total unrealized loss | (5) | |
Ending Balance | $ 1 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Summary of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Supplemental cash flow information: | ||
Cash payments for interest | $ 48 | $ 14 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | 73 | 25 |
Property and equipment acquired under finance leases | 149 | 26 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 118 | 6 |
Equity-based compensation expense capitalized to property and equipment | 2 | 2 |
Fair value of beneficial interests received in securitization transactions | 87 | 57 |
Reductions of beneficial interests in securitizations and associated long-term debt | $ 31 | $ 6 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 247 | $ 403 | $ 370 | |
Restricted cash | 295 | 233 | 45 | |
Total cash, cash equivalents and restricted cash | $ 542 | $ 636 | $ 415 | $ 329 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - USD ($) | May 09, 2022 | Apr. 26, 2022 | May 06, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Senior notes | |||||
Subsequent Event [Line Items] | |||||
Debt issued, aggregate principal amount | $ 2,450,000,000 | $ 2,450,000,000 | |||
Subsequent Event | ADESA U.S. Physical Auction Acquisition | |||||
Subsequent Event [Line Items] | |||||
Consideration transferred | $ 2,200,000,000 | ||||
Subsequent Event | Senior Unsecured Notes, Effective 2030, 10.25% | Senior notes | |||||
Subsequent Event [Line Items] | |||||
Debt issued, aggregate principal amount | $ 3,275,000,000 | ||||
Subsequent Event | Follow-On Public Offering | Class A Common Stock | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 15,625,000 | ||||
Sale of stock, net proceeds received | $ 1,200,000,000 | ||||
Subsequent Event | Follow-On Public Offering | Class A Common Stock | Garcia Parties | |||||
Subsequent Event [Line Items] | |||||
Investment, number of shares purchased in transaction (in shares) | 5,400,000 |