Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 31, 2017 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | CARVANA CO. | |
Entity Central Index Key | 1,690,820 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 15,033,891 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 117,236,210 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Parent Company | ||
Current assets: | ||
Total assets | $ 0 | $ 0 |
Current liabilities: | ||
Commitments and contingencies | ||
STOCKHOLDER'S EQUITY | ||
Common stock $0.001 par value per share, 1,000 shares authorized, none issued or outstanding | 0 | 0 |
Total stockholder's equity | 0 | 0 |
Carvana, LLC | ||
Current assets: | ||
Cash and cash equivalents | 8,307,000 | 39,184,000 |
Restricted cash | 11,488,000 | 10,266,000 |
Accounts receivable, net | 8,023,000 | 5,692,000 |
Finance receivables held for sale, net | 24,951,000 | 24,771,000 |
Vehicle inventory | 199,882,000 | 185,506,000 |
Other current assets | 12,522,000 | 9,822,000 |
Total current assets | 265,173,000 | 275,241,000 |
Property and equipment, net | 80,974,000 | 60,592,000 |
Other assets | 2,856,000 | 0 |
Total assets | 349,003,000 | 335,833,000 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 29,068,000 | 28,164,000 |
Accounts payable due to related party | 4,392,000 | 1,884,000 |
Floor plan facility | 189,736,000 | 165,313,000 |
Current portion of notes payable | 1,363,000 | 1,057,000 |
Total current liabilities | 224,559,000 | 196,418,000 |
Notes payable, excluding current portion | 5,460,000 | 4,404,000 |
Verde credit facility | 20,000,000 | 0 |
Other liabilities | 2,254,000 | 0 |
Total liabilities | 252,273,000 | 200,822,000 |
Commitments and contingencies | ||
Members' equity (deficit): | ||
Accumulated deficit | (221,157,000) | (175,615,000) |
Total members’ deficit | (161,503,000) | (115,961,000) |
Total liabilities, temporary equity & members’ deficit | 349,003,000 | 335,833,000 |
Carvana, LLC | Class C Redeemable Preferred Units | ||
Current liabilities: | ||
Temporary equity - Class C redeemable preferred units - 43,089,005 units authorized and outstanding as of March 31, 2017 and December 31, 2016 | 258,233,000 | 250,972,000 |
Carvana, LLC | Class A Common Units | ||
Members' equity (deficit): | ||
Common unit, issuance value | 59,654,000 | 59,654,000 |
Carvana, LLC | Class B Common Units | ||
Members' equity (deficit): | ||
Common unit, issuance value | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) - Parenthetical - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,000 | 1,000 |
Common stock, shares issued (in shares) | 0 | 0 |
Common stock, shares outstanding (in shares) | 0 | 0 |
Carvana, LLC | Class C Redeemable Preferred Units | ||
Temporary equity, shares authorized (in shares) | 43,089,005 | 43,089,005 |
Temporary equity, shares outstanding (in shares) | 43,089,005 | 43,089,005 |
Carvana, LLC | Class A Common Units | ||
Units, authorized (in shares) | 103,286,258 | 103,286,258 |
Units, outstanding (in shares) | 103,286,258 | 103,286,258 |
Carvana, LLC | Class B Common Units | ||
Units, authorized (in shares) | 6,727,000 | 6,740,500 |
Units, outstanding (in shares) | 6,727,000 | 6,740,500 |
Condensed Consolidated Statemet
Condensed Consolidated Statemetns of Operations (Unaudited) - Carvana, LLC - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Sales and operating revenues: | ||
Used vehicle sales, net | $ 148,382 | $ 68,495 |
Wholesale vehicle sales | 5,726 | 1,559 |
Other sales and revenues, including $1,758 and $0 from related parties | 4,965 | 2,897 |
Net sales and operating revenues | 159,073 | 72,951 |
Cost of sales | 149,327 | 68,994 |
Gross profit | 9,746 | 3,957 |
Selling, general and administrative expenses | 45,908 | 20,632 |
Interest expense, including $141 and $0 to related parties | 2,059 | 710 |
Other expense (income), net | 218 | (60) |
Net loss | (38,439) | (17,325) |
Class A Common Units | ||
Sales and operating revenues: | ||
Net loss attributable to Class A Unit holders, basic | (45,700) | (19,350) |
Net loss attributable to Class A Unit holders, diluted | $ (45,700) | $ (19,350) |
Net loss per Class A Unit, basic and diluted (USD per share) | $ (0.44) | $ (0.19) |
Weighted-average Class A Units outstanding, basic and diluted (in shares) | 103,286 | 103,286 |
Condensed Consolidated Stateme5
Condensed Consolidated Statemetns of Operations (Unaudited) - Parenthetical - Carvana, LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue from related parties | $ 1,758 | $ 0 |
Interest expense, related party | $ 141 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - Carvana, LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (38,439) | $ (17,325) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 2,061 | 866 |
Loss on disposal of property and equipment | 200 | 0 |
Provision for bad debt and valuation allowance | 285 | 453 |
Gain on loan sales | (2,942) | (1,526) |
Unit-based compensation expense | 158 | 147 |
Amortization of debt issuance costs | 181 | 0 |
Originations of finance receivables | (96,528) | (48,669) |
Proceeds from sale of finance receivables | 99,144 | 113,238 |
Proceeds from sale of finance receivables to related party | 0 | 1,531 |
Purchase of finance receivables from related party | 0 | (74,589) |
Changes in assets and liabilities: | ||
Accounts receivable | (2,470) | (1,129) |
Vehicle inventory | (14,044) | (23,098) |
Other current assets | 292 | (1,196) |
Other assets | (2,856) | 0 |
Accounts payable and accrued liabilities | (2,690) | 7,827 |
Accounts payable to related party | 2,508 | (14,901) |
Other liabilities | 2,254 | 0 |
Net cash used in operating activities | (52,886) | (58,371) |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (18,556) | (6,821) |
Change in restricted cash | (1,222) | (1,825) |
Net cash used in investing activities | (19,778) | (8,646) |
Cash Flows from Financing Activities: | ||
Proceeds from floor plan facility | 147,390 | 95,488 |
Payments on floor plan facility | (122,967) | (58,998) |
Proceeds from Verde credit facility | 20,000 | 0 |
Payments on notes payable | (260) | (13) |
Payments of debt issuance costs | 0 | (228) |
Payments of debt issuance costs to related parties | (1,000) | 0 |
Payments of costs related to planned initial public offering | (1,376) | 0 |
Net cash provided by financing activities | 41,787 | 36,249 |
Net decrease in cash and cash equivalents | (30,877) | (30,768) |
Cash and cash equivalents at beginning of period | 39,184 | 43,134 |
Cash and cash equivalents at end of period | 8,307 | 12,366 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | 6,220 | 580 |
Capital expenditures financed through notes payable | 1,622 | 891 |
Costs related to planned initial public offering included in accrued liabilities | 1,424 | 0 |
Accrual of return on Class C redeemable preferred units | $ 7,261 | $ 2,025 |
Organization
Organization | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | NOTE 1 — ORGANIZATION Carvana Co. was formed as a Delaware corporation on November 29, 2016. Carvana Co. is a holding company that was formed for the purpose of completing an initial public offering ("IPO") and related transactions in order to carry on the business of Carvana Group, LLC and its wholly-owned subsidiaries ("Carvana Group"). Carvana Group is a leading eCommerce platform for buying used cars. Initial Public Offering On May 3, 2017 , Carvana Co. completed its IPO of 15,000,000 shares of Class A common stock at a public offering price of $15.00 per share. Carvana Co. received $210.7 million in proceeds, net of underwriting discounts and commissions, which was contributed to Carvana Co.'s wholly owned subsidiary, Carvana Sub, LLC ("Carvana Sub"), and used by Carvana Sub to purchase 18,750,000 newly-issued units ("LLC Units") from Carvana Group at a price per LLC Unit equal to 0.8 times the initial public offering price less underwriting discounts and commissions. As a result of the IPO, Carvana Co. is controlled by Ernest Garcia, II, Ernie Garcia, III and entities controlled by one or both of them (collectively, the "Garcia Parties") because they control approximately 97% of Carvana Co.'s voting interest through their ownership of Class B common stock. The Garcia Parties also purchased 1,333,333 shares of the Class A common stock sold to the public in the IPO. Subsequent to the IPO and related Organizational Transactions (as defined below), Carvana Co.'s sole asset is the capital stock of Carvana Sub, whose sole assets are LLC Units of Carvana Group and a 0.1% interest in Carvana, LLC. Carvana Co. is the sole managing member of Carvana Sub, and Carvana Sub is the sole manager of Carvana Group. Although Carvana Co., through Carvana Sub, has a minority economic interest in Carvana Group, it has the sole voting power in, and controls the management of, Carvana Group. As a result, beginning in the second quarter of 2017 Carvana Co. will consolidate the financial results of Carvana Group and report a non-controlling interest in its consolidated financial statements. See Note 4 — Subsequent Events below for further description of the IPO and the related transactions. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The balance sheets are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because there have been no activities in this entity as of March 31, 2017. |
Carvana, LLC | |
Significant Accounting Policies [Line Items] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 as of and for the year ended December 31, 2016 included in the final prospectus for Carvana Co.’s IPO filed April 28, 2017 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the SEC. 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, 2017 , the results of the Company’s operations for the three months ended March 31, 2017 and 2016 and cash flows for the three months ended March 31, 2017 and 2016 . The Company discloses all material changes in its members’ equity throughout the accompanying notes, and, therefore, does not separately present a statement of changes in members’ equity in its unaudited condensed consolidated financial statements. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations. The Company reviews subsidiaries and affiliates, as well as other entities, to determine if it should be considered variable interest entities (“VIE”s), and whether it should change the consolidation determinations based on changes in its characteristics. The Company considers an entity a VIE if its equity investors own an interest therein that lacks the characteristics of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or if the entity is structured with non-substantive voting interests. To determine whether or not the entity is consolidated with the Company’s results, the Company also evaluates which interests are variable interests in the VIE and which party is the primary beneficiary of the VIE. Liquidity The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. From inception, the Company has funded operations through the sale of Class A Units, including a sale to Carvana Co. following its IPO completed on May 3, 2017 for approximately $210.7 million , the sale of Class C Redeemable Preferred Units, capital contributions from DriveTime and short-term funding from the Company’s majority owner. The Company has historically funded vehicle inventory purchases through its Floor Plan Facility, described in further detail in Note 7 — Debt Instruments , and has approximately $10.3 million available under the Floor Plan Facility to fund future vehicle inventory purchases as of March 31, 2017 . Management believes that current working capital is sufficient to fund operations for at least one year from the financial statement issuance date. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company’s assets and liabilities and the results of operations. Comprehensive Loss During the three months ended March 31, 2017 and 2016 , the Company did not have any other comprehensive income and, therefore, the net loss and comprehensive loss were the same for all periods presented. Restricted Cash The restricted cash includes the deposit required under the Company's Floor Plan Facility, which is 5% of the outstanding floor plan facility principal balance, as explained in Note 7 — Debt Instruments and amounts held as restricted cash as required under letter of credit agreements, as explained in Note 12 — Commitments and Contingencies . Adoption of New Accounting Standards In October 2016, the FASB issued ASU 2016-17, Interests Held through Related Parties That Are Under Common Control ("ASU 2016-17"), which updates the consolidation requirements when evaluating whether or not the entity is the primary beneficiary of a VIE with regard to interests held by related parties under common control. Under ASU 2016-17, entities will consider all indirect economic interests in a VIE held by related parties on a proportionate basis regardless of whether or not the related parties are under common control. The update is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. Since the Company has adopted ASU 2015-02, ASU 2016-17 requires retrospective application to all periods presented. The Company adopted ASU 2016-17 on January 1, 2017 and it did not have a material impact on its consolidated financial statements. Accounting Standards Issued But Not Yet Adopted Since May 2014, the FASB has issued several accounting standards updates related to revenue recognition including ASC 606, Revenue from Contracts with Customers , which amends the guidance in ASC 605, Revenue Recognition, and provides a single, comprehensive revenue recognition model for all contracts with customers. These updates contain principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The entity will recognize revenue to reflect the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The updates address how entities should identify goods and services being provided to a customer, the unit of account for a principal versus agent assessment, how to evaluate whether a good or service is controlled before being transferred to a customer and how to assess whether an entity controls services performed by another party. These updates are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted. The Company currently plans to adopt these updates for the fiscal year beginning January 1, 2018 and is evaluating its transition method. Based on the manner in which the Company recognizes revenue, the Company does not anticipate a material impact on its consolidated financial statements as a result of adopting these updates. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) related to the accounting for leases. This ASU introduces a lessee model that requires a right-of-use asset and lease obligation to be presented on the balance sheet for all leases, whether operating or financing. The ASU eliminates the requirement in current U.S. GAAP for an entity to use bright-line tests in determining lease classification. Expense recognition on the income statement remains similar to current lease accounting guidance. The ASU is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. The Company plans to adopt this ASU for its fiscal year beginning January 1, 2019. The adoption of this ASU will require the recognition of a right-of-use asset and a lease obligation for the Company’s leases (see Note 12 — Commitments and Contingencies ). |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | NOTE 1 — DESCRIPTION OF BUSINESS Carvana Group, LLC and its wholly-owned subsidiaries (the “Company”) is a leading eCommerce platform for buying used cars. The Company is transforming the used car buying experience by giving consumers a wide selection, great value and quality, transparent pricing and a simple, no pressure transaction. Using the Company’s website, consumers can research and identify a vehicle, inspect it using the Company’s proprietary 360-degree vehicle imaging technology, obtain financing and warranty coverage, purchase the vehicle, and schedule delivery or pick-up, all from their desktop or mobile devices. The Company was formed as an Arizona limited liability company by DriveTime Automotive Group, Inc. (together with its subsidiaries and affiliates “DriveTime”) and commenced operations in 2012. On March 10, 2015, the Company converted to a Delaware limited liability company. Prior to November 1, 2014, the Company was a wholly-owned subsidiary of DriveTime. On November 1, 2014 (the “Distribution Date”), DriveTime distributed its member units in the Company to the unit holders of DriveTime on a pro rata basis (the “Distribution”). The Company accounted for the Distribution as a spinoff transaction in accordance with ASC 505-60, Equity — Spinoffs and Reverse Spinoffs and reflected assets and liabilities before and after the Distribution Date at their historical basis. Carvana Co. is a holding company that was formed as a Delaware corporation on November 29, 2016 for the purpose of completing a public offering and related transactions in order to carry on the business of the Company. On May 3, 2017 , Carvana Co. completed an initial public offering ("IPO") of 15,000,000 shares of Class A common stock at a public offering price of $15.00 per share. Carvana Co. received $210.7 million in proceeds, net of underwriting discounts and commissions. Carvana Co. contributed the net proceeds to its wholly owned subsidiary, Carvana Sub, LLC ("Carvana Sub"), and Carvana Sub used such proceeds to purchase 18,750,000 Class A Units of the Company, of which approximately 170,000 LLC Units were transferred to Ernest Garcia, II, in exchange for his 0.1% ownership interest in Carvana, LLC. Subsequent to the IPO, Carvana Co. is the sole managing member of Carvana Sub, and Carvana Sub is the sole manager of the Company. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Common Stock | NOTE 3 — COMMON STOCK As of March 31, 2017 and December 31, 2016 , Carvana Co. was authorized to issue 1,000 shares of common stock, par value $0.001 per share, none of which had been issued or were outstanding. On April 27, 2017 in connection with the Organizational Transactions (as defined below), Carvana Co. amended and restated its certificate of incorporation to authorize (i) 50,000,000 shares of Preferred Stock, par value $0.01 per share, (ii) 500,000,000 shares of Class A common stock, par value $0.001 per share, and (iii) 125,000,000 shares of Class B common stock, par value $0.001 per share. Each share of Class A common stock entitles its holder to one vote on all matters to be voted on by stockholders generally. Each share of Class B common stock held by the Garcia Parties entitles its holder to ten votes on all matters to be voted on by stockholders generally. All other shares of Class B common stock entitle their holders to one vote per share on all matters to be voted on by stockholders generally. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Net | NOTE 3 — PROPERTY AND EQUIPMENT, NET The following table summarizes property and equipment, net as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Land and site improvements $ 9,829 $ 9,355 Buildings and improvements 26,209 14,750 Transportation fleet 19,807 16,520 Software 11,508 10,065 Furniture, fixtures and equipment 7,019 3,704 Total property and equipment excluding construction in progress 74,372 54,394 Less: accumulated depreciation and amortization (11,703 ) (9,752 ) Property and equipment excluding construction in progress, net 62,669 44,642 Construction in progress 18,305 15,950 Property and equipment, net $ 80,974 $ 60,592 Depreciation and amortization expense was approximately $2.1 million and $0.9 million for the three months ended March 31, 2017 and 2016 , respectively. These amounts primarily relate to assets associated with 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. The Company capitalized internal use software costs totaling approximately $1.8 million and $0.6 million as of March 31, 2017 and 2016 , respectively, included in software and construction in progress in the table above. For the three months ended March 31, 2017 and 2016 , these amounts included approximately $1.7 million and $0.5 million , respectively, of payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use. |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Line Items] | |
Accounts Payable and Other Accrued Liabilities | NOTE 4 — ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES The following table summarizes accounts payable and other accrued liabilities as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Accounts payable $ 7,844 $ 6,208 Accrued property and equipment 5,203 3,045 Sales taxes and vehicle licenses and fees 4,904 4,265 Accrued compensation and benefits 2,015 3,398 Accrued inventory costs 1,320 3,480 Accrued advertising costs 809 1,281 Other accrued liabilities 6,973 6,487 Total accounts payable and other accrued liabilities $ 29,068 $ 28,164 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Related Party Transaction [Line Items] | |
Related Party Transactions | NOTE 5 — RELATED PARTY TRANSACTIONS Shared Services Agreement with DriveTime In November 2014, the Company and DriveTime entered into a shared services agreement whereby DriveTime historically provided certain accounting and tax, legal and compliance, information technology, telecommunications, benefits, insurance, real estate, equipment, corporate communications, software and production and other services to facilitate the transition of these services to the Company on a standalone basis (the “Shared Services Agreement”). The Shared Services Agreement was most recently amended and restated in April 2017 and operates on a year-to-year basis after February 2019, with the Company having the right to terminate any or all services with 30 days' prior written notice and DriveTime having the right terminate certain services effective December 2017 and other services effective July 2018, in each case with 90 days' prior written notice. DriveTime provides the Company with certain benefits, tax reporting and compliance, telecommunications and information technology services under the amended agreement. Charges allocated to the Company are based on the Company’s actual use of the specific services detailed in the Shared Services Agreement. Total expenses related to the shared services agreement were approximately $0.0 million and $0.2 million for the three months ended March 31, 2017 and 2016 , respectively, which are included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Aircraft Time Sharing Agreement On October 22, 2015, the Company entered into an agreement to share usage of two aircraft operated by Verde Investments, Inc., an affiliate of DriveTime, (“Verde”). Pursuant to the agreement, the Company agreed to reimburse Verde 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 Verde can terminate the agreement with 30 days’ prior written notice. The Company reimbursed Verde approximately $0.1 million under this agreement during each of the three months ended March 31, 2017 and 2016 . Lease Agreements In November 2014, the Company and DriveTime entered into a lease agreement that governs the Company’s access to and utilization of temporary storage, reconditioning, office, and parking space at various DriveTime inspection and reconditioning centers ("IRCs") and retail facilities (the "DriveTime Lease Agreement"). The DriveTime Lease Agreement was most recently amended in March 2017. Lease duration varies by location, with the earliest expiration occurring in 2017. Most delivery hubs have two -year terms, subject to two consecutive one -year renewal options exercisable at up to ten of these locations. The DriveTime Lease Agreement provides that the Company may take over DriveTime's leases for the inspection and reconditioning centers that the Company uses as IRCs in their entirety on July 31, 2018, subject to the Company obtaining releases of DriveTime's liability under the applicable leases and causing DriveTime to be paid for any unamortized costs. Under the DriveTime Lease Agreement, the Company pays a monthly rental fee related to 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. The Company is additionally responsible for paying for any tenant improvements it requires to conduct its operations and its share of estimated costs incurred by DriveTime related to preparing these sites for use. As it relates to locations where the Company reconditions vehicles, the Company’s share of facility and shared reconditioning supplies expenses are calculated monthly by multiplying the actual costs for operating the inspection centers by the Company’s pro rata share of total reconditioned vehicles and parking spaces at such inspection centers in a given month. Management has determined that the costs allocated to the Company are based on a reasonable methodology. Separate from the DriveTime Lease Agreement, in December 2016, the Company entered into a lease agreement related to a vehicle inspection and reconditioning center in Tolleson, Arizona, with Verde, with an initial term of approximately 15 years. The lease agreement requires monthly rental payments and can be extended for four additional five -year periods. In February 2017, the Company also entered into a lease with DriveTime for sole occupancy of a fully-operational inspection and reconditioning center 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. The base rent for both of these leases will be subject to adjustment each year beginning January 1, 2018, increasing in an amount equal to the percentage increase in the Consumer Price Index, which amount shall not exceed 5% and shall not be less than 2% . Expenses related to these lease agreements are allocated based on usage to inventory and selling, general and administrative expenses in the accompanying unaudited condensed consolidated balance sheets and statements of operations. Costs allocated to inventory are recognized as cost of sales when the inventory is sold. During the three months ended March 31, 2017 , total costs related to these lease agreements were approximately $1.6 million with approximately $0.6 million and $1.0 million allocated to inventory and selling, general and administrative expenses, respectively. During the three months ended March 31, 2016 , total costs related to these lease agreements were approximately $0.5 million with approximately $0.4 million and $0.1 million allocated to inventory and selling, general and administrative expenses, respectively. Corporate Office Leases In November 2015, the Company entered into a lease agreement with Verde for its corporate headquarters. The rent expense incurred related to this lease for the three months ended March 31, 2016 was approximately $0.2 million . In December 2016, Verde sold the building and assigned the lease to a third party. During the first quarter of 2017, the Company subleased additional office space at DriveTime’s corporate headquarters in Tempe, Arizona. Pursuant to this arrangement, the Company incurred rent of approximately $0.1 million during the three months ended March 31, 2017 . This arrangement terminated in March 2017. As discussed in Note 12 — Commitments and Contingencies , in September 2016, the Company entered into a lease with a third party for the second floor of a new 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. Pursuant to this sublease, which has a term of 83 months and is co-terminus with DriveTime's master lease, subject to the right to exercise three five -year extension options, the Company will pay DriveTime rent equal to the amounts due under DriveTime's master lease. During the three months ended March 31, 2017 , the rent expense incurred related to this first floor sublease was approximately $0.1 million . Vehicle Inventory Purchases Through September 2016, the Company purchased vehicle inventory under DriveTime's auction numbers under a non-interest bearing agreement requiring periodic repayments. Vehicles purchased under this agreement were acquired by the Company at DriveTime's cost of the vehicles purchased with no markup. Beginning October 1, 2016, the Company purchased its vehicle inventory independently and made the payments itself through its vehicle inventory financing and security agreement. See Note 7 — Debt Instruments for further information. Repurchase of Finance Receivables from DriveTime On January 20, 2016, the Company repurchased approximately $72.4 million of finance receivables from DriveTime related to loans the Company originated and previously sold under the terms of the DriveTime receivable purchase agreement (the “DriveTime Receivable Purchase Agreement”) discussed below for a price of approximately $74.6 million . Such receivables were immediately sold by the Company to third party purchasers under the transfer and note purchase and security agreements for the same price of approximately $74.6 million . See Note 6 — Finance Receivable Sale Agreements for further information about the Transfer Agreements and Note Purchase and Security Agreements. DriveTime Receivable Purchase Agreement In June 2014, the Company entered into the DriveTime Receivable Purchase Agreement pursuant to which the Company may sell to DriveTime and DriveTime may purchase from the Company finance receivables that the Company originates in conjunction with the sale of vehicles. As of March 31, 2017 and December 31, 2016 , the Company did not have any receivables due from DriveTime for the sales of such receivables. As of March 31, 2017 , DriveTime is not obligated to make any additional purchases under the agreement. Master Dealer Agreement In December 2016, the Company entered into a master dealer agreement with DriveTime, pursuant to which the Company may sell certain ancillary products, including vehicle service contracts ("VSCs"), to customers purchasing a vehicle from the Company through its transaction platform. The Company earns a commission on each VSC sold to its customers and DriveTime subsequently administers the VSCs. The Company collects the retail purchase price of the VSCs from its customers and remits the net fee to DriveTime on a periodic basis. During the three months ended March 31, 2017 , the Company recognized approximately $1.8 million of commissions earned on VSCs sold to its customers and administered by DriveTime. The commission earned on the sale of these VSCs is included in other sales and revenues in the accompanying unaudited condensed consolidated statement of operations. Credit Facility with Verde On February 27, 2017, the Company entered into a credit facility with Verde for an amount up to $50.0 million (the "Verde Credit Facility"). The Company could draw up to five loans in minimum amounts of $10.0 million each during the term of the agreement. As of March 31, 2017 , $20.0 million was outstanding under the Verde Credit Facility. Amounts outstanding accrued interest at a rate of 12.0% per annum, compounding semi-annually and payable in kind and scheduled to mature in August 2018. The Verde Credit Facility required prepayment without penalty upon a sale of the Company’s equity with proceeds of at least $5.0 million , upon issuance by the Company of unsecured debt of at least $5.0 million or upon a change of control transaction involving the Company. Upon execution of the agreement, the Company paid Verde a commitment fee of $1.0 million . All outstanding borrowings and related interest under the Verde Credit Facility were repaid in full and the credit facility agreement terminated in connection with the initial public offering completed on May 3, 2017 . See Note 14 — Subsequent Events for further details. IP License Agreement In February 2017, the Company entered into a license agreement that governs the rights of certain intellectual property owned by the Company and the rights of certain intellectual property owned by DriveTime. The license agreement generally provides that each party grants to the other certain limited exclusive (other than with respect to the licensor party and its affiliates) and non-exclusive licenses to use certain of its intellectual property and each party agrees to certain covenants not to sue the other party, its affiliates and certain of its service providers in connection with various patent claims. The exclusive license to DriveTime is limited to the business that is primarily of subprime used car sales to retail customers. However, upon a change of control of either party, both parties’ license rights as to certain future improvements to licensed intellectual property and all limited exclusivity rights are terminated. The agreement does not provide a license to any of the Company's patents, trademarks, logos, customers’ personally identifiable information or any intellectual property related to the Company's vending machine, automated vehicle photography or certain other elements of the Company's brand. Accounts Payable Due to Related Party Amounts payable to DriveTime and Verde under the agreements explained above, as well as invoices DriveTime initially paid on behalf of the Company for vehicle reconditioning costs and general and administrative expenses, are included in accounts payable to related party in the accompanying unaudited condensed consolidated balance sheets. As of March 31, 2017 and December 31, 2016 , approximately $4.4 million and $1.9 million , respectively, was due to related parties primarily related to lease agreements, shared service fees, net VSC fees collected from customers and repayments to DriveTime for invoices paid on behalf of the Company. |
Finance Receivable Sale Agreeme
Finance Receivable Sale Agreements | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Transfer of Financial Assets Accounted for as Sales [Line Items] | |
Finance Receivable Sale Agreements | NOTE 6 — FINANCE RECEIVABLE SALE AGREEMENTS Transfer Agreements and Note Purchase and Security Agreements In January 2016, the Company entered into transfer agreements pursuant to which it sells finance receivables meeting certain underwriting criteria to certain third party purchasers who engage DriveTime as servicer of such receivables. Pursuant to certain note purchase and security agreements, entered into in connection with the transfer agreements, such third party purchasers of receivables issued notes to certain parties, including Delaware Life Insurance Company (“Delaware Life”), in which Mark Walter has a substantial ownership interest. Mark Walter also indirectly controls CVAN Holdings, LLC and has non-controlling ownership interests in the other note purchasers under the note purchase and security agreements. Delaware Life also serves as an administrative agent and paying agent on behalf of the note purchasers. Under the transfer agreements and initial note purchase and security agreements, the Company could sell up to an aggregate of $230.0 million in principal balances of the finance receivables. Under this agreement through March 31, 2016, the Company had sold $109.5 million of finance receivables, including approximately $72.4 million of finance receivables repurchased from DriveTime, resulting in gain on loan sales of approximately $1.5 million , which is included in other sales and revenues in the accompanying unaudited condensed consolidated statements of operations. As of March 31, 2017 , there was no unused capacity under the note purchase and security agreements. Pursuant to the note purchase and security agreements, Delaware Life advanced $63.0 million through December 31, 2016 to the trusts that purchased the Company's automotive finance receivables. Master Purchase and Sale Agreement and Master Transfer Agreement In December 2016, the Company entered into a master purchase and sale agreement (the "Purchase and Sale Agreement") and a master transfer agreement (the "Master Transfer Agreement") pursuant to which it sells finance receivables meeting certain underwriting criteria to certain third party purchasers, including Ally. DriveTime is the servicer of finance receivables sold under both agreements. Under the Purchase and Sale Agreement and the Master Transfer Agreement, the Company can sell up to an aggregate of $375.0 million , and $292.2 million , respectively, in principal balances of finance receivables subject to adjustment as described in the respective agreements. During the three months ended March 31, 2017 , the Company sold approximately $67.9 million and $28.6 million in principal balances of finance receivables under the Purchase and Sale Agreement and the Master Transfer Agreement, respectively. As of March 31, 2017 , there was approximately $285.8 million and $255.1 million of unused capacity under the Purchase and Sale Agreement and the Master Transfer Agreement, respectively. In December 2016, the Company incurred approximately $0.9 million of costs directly attributable to establishing the Purchase and Sale Agreement and the Master Transfer Agreement. These costs are included as a component of other assets on the accompanying unaudited condensed consolidated balance sheets and will be expensed as a component of selling, general and administrative expenses over the period the Company sells finance receivables under these agreements. |
Debt Instruments
Debt Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Debt Instrument [Line Items] | |
Debt Instruments | NOTE 7 — DEBT INSTRUMENTS Floor Plan Facility In October 2014, DriveTime and the Company entered into an inventory and financing agreement and a cross collateral, cross default and guaranty agreement with a third party secured by DriveTime and the Company’s vehicle inventory. In July 2015, the Company was removed as a party to the cross collateral agreement and the inventory and financing agreement was amended and restated to remove DriveTime (the "Floor Plan Facility"). The Floor Plan Facility was most recently amended in February 2017 and provides for up to $200.0 million of available credit, has an interest rate based on one month LIBOR plus 3.80% , and matures on December 27, 2017. This agreement may be extended for an additional 364 -day period at the lender's sole discretion. All borrowings under the amended Floor Plan Facility are required to be used to acquire used vehicle inventory and are collateralized by substantially all the Company’s assets, other than the Company’s interests in real property. The Floor Plan Facility requires that at least 5% of the total principal amount owed to the lender is held as restricted cash. Principal payments in an amount equal to the amount of the advance or loan must be made within five days of selling or otherwise disposing of the underlying vehicle inventory. For sales involving financing originated by the Company and sold under either the Purchase and Sale Agreement or the Master Transfer Agreement as mentioned in Note 6 — Finance Receivable Sale Agreements , the amended agreement extends repayment to the earlier of fifteen days after the sale of the used vehicle or one day following the sale of the related finance receivable. 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. As of March 31, 2017 , the interest rate on the Floor Plan Facility was 4.78% , the Company had an outstanding balance under this facility of approximately $189.7 million , borrowing capacity available of approximately $10.3 million and held approximately $9.5 million in restricted cash related to this facility. As of December 31, 2016 , the Company had an outstanding balance under this facility of approximately $165.3 million , borrowing capacity available of approximately $34.7 million and held approximately $8.4 million in restricted cash related to this facility. Notes Payable The Company has entered into promissory note agreements during 2017 and 2016 totaling approximately $7.4 million to purchase equipment for its transportation fleet used to transport vehicles. The principal amounts range from approximately $0.3 million to $1.6 million with fixed annual interest rates ranging from 4.56% to 6.29% . Each of the notes require monthly payments and mature in five years. These notes are secured by the Company’s equipment acquired using the notes, including but not limited to any additions, replacements and proceeds. As of March 31, 2017 , the outstanding amount of these notes totaled approximately $6.8 million , of which approximately $1.4 million is due within the next twelve months and is included as current portion of notes payable on the accompanying unaudited condensed consolidated balance sheet. |
Class C Redeemable Preferred Un
Class C Redeemable Preferred Units | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Temporary Equity [Line Items] | |
Class C Redeemable Preferred Units | NOTE 8 — CLASS C REDEEMABLE PREFERRED UNITS On July 27, 2015, the Company authorized the issuance of and sold 14,051,214 Class C Redeemable Preferred Units to CVAN Holdings, LLC, for $65.0 million . On April 27, 2016 , the Company authorized the issuance of and sold 18,300,293 Class C Redeemable Preferred Units for $100.0 million to Mr. Garcia. On July 12, 2016 , the Company authorized the issuance of and sold 8,597,319 Class C Redeemable Preferred Units to CVAN Holdings, LLC, and 1,672,179 Class C Redeemable Preferred Units to GV Auto I, LLC for approximately $50.0 million and $9.7 million , respectively. On December 9, 2016, the Company authorized the issuance of and sold 468,000 Class C Redeemable Preferred Units to the Fidel Family Trust for approximately $2.7 million . In accordance with the Company’s Operating Agreement, the Class C Redeemable Preferred Units accrue a return (the “Class C Return”) at a coupon rate of 12.5% compounding annually on the aggregate amount of capital contributions made with respect to the Class C Redeemable Preferred Units. If the Company has a public offering in which the offering price per Class A Unit is greater than or equal to 200% of the original Class C Redeemable Preferred Unit issuance price, or if the Company has a sale transaction in which the proceeds payable with respect to the Class A Units is greater than or equal to 200% of the original Class C Redeemable Preferred Unit issuance price, the Company is no longer liable for the Class C Return. In the event of a public offering in which the offering price per Class A Unit is greater than or equal to 150% of the original Class C Redeemable Preferred Unit issuance price, the Class C Redeemable Preferred Units are automatically converted to Class A Units on a one to one basis. On May 3, 2017 the Company completed an IPO at a price such that the Company is no longer liable for the Class C Return and the outstanding Class C Redeemable Preferred Units converted to Class A Units on a one to one basis. See Note 14 — Subsequent Events for further details on the IPO. The Company records the issuance and sale of Class C Redeemable Preferred Units at fair value, net of issuance costs. As the redemption feature of the Class C Redeemable Preferred Units was out of the control of the Company as of March 31, 2017 , the preferred stock was classified as temporary equity on the accompanying unaudited condensed consolidated balance sheets. The Company recognized the Class C Return as an increase in temporary equity and increase to members’ deficit. The Class C Return accrued during the three months ended March 31, 2017 and 2016 was approximately $7.3 million and $2.0 million , respectively. The total accrued Class C Return included in Class C Redeemable Preferred Units on the accompanying unaudited condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 was approximately $31.4 million and $24.1 million , respectively. |
Members' Equity (Deficit)
Members' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Class of Stock [Line Items] | |
Members' Equity (Deficit) | NOTE 9 — MEMBERS' DEFICIT The Company’s three classes of member units as of March 31, 2017 were Class A (the “Class A Units), Class B (the “Class B Units) and Class C Redeemable Preferred Units. Class A Units and Class B Units are components of members’ deficit and Class C Redeemable Preferred Units are temporary equity, as explained in Note 8 — Class C Redeemable Preferred Units . As of March 31, 2017 , there were approximately 103.3 million , 6.7 million and 43.1 million Class A Units, Class B Units and Class C Redeemable Preferred Units, respectively, issued and outstanding. Class B Units are issued under the Company’s Equity Incentive Plan (the “Equity Incentive Plan”) and are earned over the requisite service period. See Note 10 — Unit-Based Compensation for further details. Costs Related to the IPO During the three months ended March 31, 2017 , the company incurred approximately $1.9 million directly related to the IPO. As of March 31, 2017 and December 31, 2016 , the Company had incurred a total of approximately $3.2 million and $1.3 million , respectively, of costs directly related to the IPO, which are included in other assets on the accompanying unaudited condensed consolidated balance sheets. |
Unit-Based Compensation
Unit-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unit-Based Compensation | NOTE 10 — UNIT-BASED COMPENSATION Unit-Based Compensation Expense Class B Unit compensation expense is recognized based on amortizing the grant-date fair value on a straight-line basis over the requisite service period, which is generally the vesting period of the award, less actual forfeitures. During the three months ended March 31, 2017 , the Company did not issue any Class B Units. Compensation expense related to Class B Units included in selling, general and administrative expense in the accompanying unaudited condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016 was approximately $0.2 million and $0.1 million , respectively. As of March 31, 2017 , the total unrecognized compensation expense related to outstanding Class B Units was approximately $1.5 million , which the Company expects to recognize over a weighted-average period of approximately 2.9 years. Total unrecognized unit-based compensation expense will be adjusted for actual forfeitures. Company Performance Plan The Company created the Performance Plan on July 25, 2016, whereby the Company may grant up to 1,000,000 performance units (the “Performance Units”) to certain individual employees and consultants. The Performance Units granted are subject to continued employment and are only exercisable upon a qualifying transaction, which is either a change of control or an initial public offering, each as defined in the Performance Plan. Upon the occurrence of a qualifying transaction, each Performance Unit entitles the holder to receive a payment from the Company with such payment, and related compensation expense, determined by multiplying (i) the excess, if any, of the qualifying transaction price over the base amount of the Performance Unit, by (ii) the stated number of Class B units deemed covered by the Performance Unit. In the event of an initial public offering the Company has the option to settle the award in cash or equity. As of March 31, 2017 , 0.6 million Performance Units had been granted under the Performance Plan at participation thresholds between $0.00 to $5.8114 . No Performance Units were granted during the three months ended March 31, 2017 . No compensation expense has been recorded during the three months ended March 31, 2017 related to the outstanding Performance Units as no qualifying transactions were deemed probable to occur as of March 31, 2017 . The IPO completed on May 3, 2017 constituted a qualifying transaction under the terms of the Performance Plan. The Company chose to settle the Performance Units in equity awards of Carvana Co. and recognized compensation expense related to the vested portion of these equity awards upon completion of the IPO. |
Net Loss Per Unit
Net Loss Per Unit | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Net Loss Per Unit | NOTE 11 — NET LOSS PER UNIT Basic and diluted net loss per unit attributable to Class A Unit holders is calculated using the two-class method required for entities with participating securities. Vested Class B Units and Class C Redeemable Preferred Units are considered participating securities for purposes of calculating basic and diluted net loss per Class A Unit. As holders of Class B Units and Class C Redeemable Preferred Units do not have a contractual obligation to share in the losses of the Company, the net loss is not allocated between Class A Units and participating securities. Accordingly, Class B Units and Class C Redeemable Preferred Units are excluded from the calculation of basic and diluted net loss per unit attributable to Class A Unit holders. The Company’s basic and diluted net loss per unit attributable to Class A Unit holders are the same because the Company has generated a net loss attributed to Class A Unit holders and Class A Unit equivalents are excluded from diluted net loss per unit attributed to Class A Unit holders because they have an anti-dilutive impact. The following table presents the calculation of basic and diluted net loss per unit attributable to Class A Unit holders (in thousands, except per share data): Three Months Ended March 31, 2017 2016 Net loss $ (38,439 ) $ (17,325 ) Accrued Return on Class C Redeemable Preferred Units (7,261 ) (2,025 ) Net loss attributable to Class A Unit holders, basic and diluted $ (45,700 ) $ (19,350 ) Weighted-average Class A Units outstanding, basic and diluted 103,286 103,286 Net loss per Class A Unit, basic and diluted $ (0.44 ) $ (0.19 ) Class C Redeemable Preferred Units of approximately 43.1 million and 14.1 million as of March 31, 2017 and 2016 , respectively, were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. Class B Units of approximately 3.9 million and 3.5 million for the three months ended March 31, 2017 and 2016 , respectively, were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Loss Contingencies [Line Items] | |
Commitments and Contingencies | NOTE 12 — COMMITMENTS AND CONTINGENCIES Lease Commitments As of March 31, 2017 , the Company is a tenant under various operating leases with third parties related to certain of its delivery hubs and vending machines. The initial terms expire at various dates between 2017 and 2026. Many of the leases include one or more renewal options of five to ten year periods. Rent expense for these operating leases was approximately $0.7 million and $0.2 million for the three months ended March 31, 2017 and 2016 , respectively. In September 2016, the Company entered into a new lease with a third party for the second floor of a new corporate headquarters in Tempe, Arizona that it expects to occupy before the third quarter of 2017. The lease has an initial term of 83 months and has three five -year extension options. At the request of the landlord, DriveTime agreed to partially guarantee the lease payments until the 30 th full calendar month of such lease. The Company will start incurring rent expense for this lease in April 2017. The Company also has lease agreements with DriveTime that provide the Company access to and utilization of space at various DriveTime inspection and reconditioning centers, temporary storage locations, and retail facilities. Additionally, the Company entered into a sublease with DriveTime for the use of the first floor of its new corporate headquarters in Tempe, Arizona. See Note 5 — Related Party Transactions for further related party lease information. Letters of Credit In October 2016, the Company obtained an unconditional, irrevocable, stand-by letter of credit for $1.9 million to satisfy a condition of a new lease agreement. The Company is required to maintain a cash deposit of $1.9 million with the financial institution that issued the stand-by letter of credit. The Company has earned interest on this letter of credit, and as of March 31, 2017 and December 31, 2016 , the balance with the financial institution was approximately $2.0 million . This balance is classified as restricted cash in the accompanying unaudited condensed consolidated balance sheets. Legal Matters In the ordinary course of business, the Company may become subject to litigation or claims. The Company is not aware of any pending legal proceedings of which the outcome is reasonably possible to have a material effect on its results of operations, financial condition or cash flows. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value of Financial Instruments | NOTE 13 — FAIR VALUE OF FINANCIAL INSTRUMENTS As of March 31, 2017 and December 31, 2016 , the Company held certain assets that were required to be measured at fair value on a recurring basis. Also, as described in Note 6 — Finance Receivable Sale Agreements , the Company elected the fair value option for the potential future purchase price adjustment payments under the Master Purchase and Sale Agreement. The following is a summary of fair value measurements at March 31, 2017 and December 31, 2016 (in thousands): As of March 31, 2017 : Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 9,100 $ 9,100 $ — $ — Purchase Price Adjustment Payment (2) 381 — — 381 As of December 31, 2016 : Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 20,088 $ 20,088 $ — $ — ___________________________ (1) Classified in cash and cash equivalents in the accompanying unaudited condensed consolidated balance sheets. (2) Classified as other assets in the accompanying unaudited condensed consolidated balance sheet and as a component of other sales and revenues in the accompanying unaudited condensed consolidated statement of operations. The fair value of the purchase price adjustment payment receivable is estimated based on the present value of the payment the Company will receive if the finance receivables sold under the Master Purchase and Sale Agreement outperform the purchaser's expectation as of the measurement dates specified by the Master Purchase and Sale Agreement. The fair value of this receivable is determined based on the extent to which the Company’s estimated performance of the underlying finance receivables exceeds the purchaser’s estimated performance of the underlying finance receivables. 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 amount. Such fair value measurement is considered Level 3 under the fair value hierarchy. The carrying amounts of restricted cash, receivables due from related party, accounts payable and accrued liabilities and accounts payable to related party approximate fair value because their respective maturities are less than three months. The carrying value of the Floor Plan Facility was determined to approximate fair value due to its short-term duration and variable interest rate that approximates prevailing interest rates as of each reporting period. The carrying value of notes payable was determined to approximate fair value as each of the notes has prevailing interest rates, which have not materially changed as of March 31, 2017 . The fair value of finance receivables, net was determined to be approximately $25.7 million and $25.6 million as of March 31, 2017 and December 31, 2016 , respectively, utilizing the estimated sales price based on the historical experience of the Company. Such fair value measurement is considered Level 2 under the fair value hierarchy. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Event [Line Items] | |
Subsequent Events | NOTE 4 — SUBSEQUENT EVENTS Organizational Transactions In connection with the IPO, Carvana Co. and Carvana Group completed the following transactions (the “Organizational Transactions”): • Carvana Group converted its outstanding Class C Preferred Units into 43,089,005 Class A Units; • Carvana Group amended and restated its LLC Operating Agreement to, among other things, (i) eliminate a class of preferred membership interests, (ii) provide for LLC Units consisting of two classes of common ownership interests in Carvana Group (Class B common units held by certain employees and consultants subject to vesting and a participation threshold (“Class B Units”), and Class A common units held by the other Carvana Group owners, including the Garcia Parties and Carvana Sub (“Class A Units”)), and (iii) appoint Carvana Sub as the sole manager of Carvana Group; • Carvana Co. amended and restated its certificate of incorporation to, among other things, provide for Class A common stock and Class B common stock; • Carvana Co. issued shares of Class B common stock to holders of Class A Units, on a four -to- five basis with the number of Class A Units they own, for nominal consideration; • Carvana Group issued an aggregate of 766,500 Class B Units to executive officers and certain other employees, in each case with a participation threshold based on the public offering price; • Certain employees of Carvana Group were issued an aggregate of 358,000 restricted shares of Class A common stock pursuant to the terms of Carvana Co.’s new 2017 Omnibus Incentive Plan. Carvana Co. also awarded options to purchase an aggregate of 417,000 shares of Class A common stock to approximately 100 employees of Carvana Group and directors of Carvana Co., with an exercise price set at the initial public offering price; • Carvana Co. and Carvana Sub entered into an exchange agreement (the “Exchange Agreement”) with the holders of LLC Units (the "LLC Unitholders”) pursuant to which the LLC Unitholders (other than Carvana Sub) are entitled to exchange LLC Units, together with shares of Class B common stock, in the case of Class A Units, for shares of Class A common stock in accordance with the terms of the Exchange Agreement or, at Carvana Co.’s election, for cash; and • Carvana Co. entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the LLC Unitholders that provides for the payment by Carvana Co. to certain LLC Unitholders of 85% of the amount of cash savings, if any, in U.S. federal, state, local and foreign income taxes we actually realize (or, under certain are deemed to realize in the case of an early termination payment by us, a change in control or a material breach by us of our obligations under the Tax Receivable Agreement, as discussed below) as a result of (i) the increase in Carvana Co.’s proportionate share of the existing tax basis of the assets of Carvana Group and an adjustment in the tax basis of the assets of Carvana Group reflected in that proportionate share as a result of purchases of LLC Units from the LLC Unitholders (other than Carvana Sub) by Carvana Sub and (ii) certain other tax benefits related to Carvana Co.’s entering into the Tax Receivable Agreement, including tax benefits attributable to payments that Carvana Co. is required to make under the Tax Receivable Agreement. As a result of the Organizational Transactions and the IPO: • Carvana Co.'s investors collectively own 15.0 million shares of the Class A common stock (including 1,333,333 shares of Class A common stock purchased by the Garcia Parties in the IPO) and Carvana Co. holds, indirectly through Carvana Sub, 18.6 million LLC Units after the transfer of approximately 170,000 LLC Units to Ernest Garcia, II in exchange for his 0.1% ownership interest in Carvana, LLC; • certain of Carvana Co.'s current employees own 0.4 million shares of restricted Class A common stock issued pursuant to the 2017 Omnibus Inventive Plan; • the Garcia Parties own 122.4 million LLC Units, 1,333,333 shares of Class A common stock and 97.9 million shares of Class B common stock; • the remaining LLC Unitholders own 29.8 million LLC Units and 19.3 million shares of Class B common stock; • the Class A common stock collectively represent approximately 100% of the economic interest, and 1% of the voting power, in Carvana Co.; and • the Class B common stock collectively represent approximately 99% of the voting power in Carvana Co. |
Carvana, LLC | |
Subsequent Event [Line Items] | |
Subsequent Events | NOTE 14 — SUBSEQUENT EVENTS Verde Credit Facility Subsequent to March 31, 2017 , the Company drew an additional $15.0 million under the Verde Credit Facility bringing the total outstanding balance to $35.0 million . On May 3, 2017 , Carvana Co. completed the IPO, and as a result, the Verde Credit Facility was terminated and the Company repaid the entire outstanding principal of $35.0 million and accrued interest using a portion of the proceeds from the IPO. Carvana Co. Initial Public Offering On May 3, 2017 , Carvana Co. completed an initial public offering ("IPO") of 15,000,000 shares of Class A common stock at a public offering price of $15.00 per share. Carvana Co. received $210.7 million in proceeds, net of underwriting discounts and commissions. Carvana Co. contributed the net proceeds to its wholly owned subsidiary, Carvana Sub, that in turn acquired 18,750,000 newly-issued LLC Units in Carvana Group, of which approximately 170,000 LLC Units were transferred to Ernest Garcia, II in exchange for his 0.1% ownership interest in Carvana, LLC. In turn, Carvana Group repaid $35.0 million of outstanding borrowings under the Verde Credit Facility and paid expenses incurred in connection with the Organizational Transactions. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Significant Accounting Policies [Line Items] | |
Basis of Accounting and Presentation | Basis of Accounting The balance sheets are presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder’s equity, and cash flows have not been presented because there have been no activities in this entity as of March 31, 2017. |
Carvana, LLC | |
Significant Accounting Policies [Line Items] | |
Basis of Accounting and Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“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 as of and for the year ended December 31, 2016 included in the final prospectus for Carvana Co.’s IPO filed April 28, 2017 pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the SEC. 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, 2017 , the results of the Company’s operations for the three months ended March 31, 2017 and 2016 and cash flows for the three months ended March 31, 2017 and 2016 . The Company discloses all material changes in its members’ equity throughout the accompanying notes, and, therefore, does not separately present a statement of changes in members’ equity in its unaudited condensed consolidated financial statements. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations. The Company reviews subsidiaries and affiliates, as well as other entities, to determine if it should be considered variable interest entities (“VIE”s), and whether it should change the consolidation determinations based on changes in its characteristics. The Company considers an entity a VIE if its equity investors own an interest therein that lacks the characteristics of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or if the entity is structured with non-substantive voting interests. To determine whether or not the entity is consolidated with the Company’s results, the Company also evaluates which interests are variable interests in the VIE and which party is the primary beneficiary of the VIE. |
Liquidity | Liquidity The accompanying interim unaudited condensed consolidated financial statements of the Company have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. From inception, the Company has funded operations through the sale of Class A Units, including a sale to Carvana Co. following its IPO completed on May 3, 2017 for approximately $210.7 million , the sale of Class C Redeemable Preferred Units, capital contributions from DriveTime and short-term funding from the Company’s majority owner. The Company has historically funded vehicle inventory purchases through its Floor Plan Facility, described in further detail in Note 7 — Debt Instruments , and has approximately $10.3 million available under the Floor Plan Facility to fund future vehicle inventory purchases as of March 31, 2017 . Management believes that current working capital is sufficient to fund operations for at least one year from the financial statement issuance date. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company’s assets and liabilities and the results of operations. |
Comprehensive Loss | Comprehensive Loss During the three months ended March 31, 2017 and 2016 , the Company did not have any other comprehensive income and, therefore, the net loss and comprehensive loss were the same for all periods presented. |
Restricted Cash | Restricted Cash The restricted cash includes the deposit required under the Company's Floor Plan Facility, which is 5% of the outstanding floor plan facility principal balance, as explained in Note 7 — Debt Instruments and amounts held as restricted cash as required under letter of credit agreements, as explained in Note 12 — Commitments and Contingencies . |
Adoption of New Accounting Standards and Accounting Standards Issued But Not Yet Adopted | Adoption of New Accounting Standards In October 2016, the FASB issued ASU 2016-17, Interests Held through Related Parties That Are Under Common Control ("ASU 2016-17"), which updates the consolidation requirements when evaluating whether or not the entity is the primary beneficiary of a VIE with regard to interests held by related parties under common control. Under ASU 2016-17, entities will consider all indirect economic interests in a VIE held by related parties on a proportionate basis regardless of whether or not the related parties are under common control. The update is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. Since the Company has adopted ASU 2015-02, ASU 2016-17 requires retrospective application to all periods presented. The Company adopted ASU 2016-17 on January 1, 2017 and it did not have a material impact on its consolidated financial statements. Accounting Standards Issued But Not Yet Adopted Since May 2014, the FASB has issued several accounting standards updates related to revenue recognition including ASC 606, Revenue from Contracts with Customers , which amends the guidance in ASC 605, Revenue Recognition, and provides a single, comprehensive revenue recognition model for all contracts with customers. These updates contain principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The entity will recognize revenue to reflect the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. The updates address how entities should identify goods and services being provided to a customer, the unit of account for a principal versus agent assessment, how to evaluate whether a good or service is controlled before being transferred to a customer and how to assess whether an entity controls services performed by another party. These updates are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 with early adoption permitted. The Company currently plans to adopt these updates for the fiscal year beginning January 1, 2018 and is evaluating its transition method. Based on the manner in which the Company recognizes revenue, the Company does not anticipate a material impact on its consolidated financial statements as a result of adopting these updates. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) related to the accounting for leases. This ASU introduces a lessee model that requires a right-of-use asset and lease obligation to be presented on the balance sheet for all leases, whether operating or financing. The ASU eliminates the requirement in current U.S. GAAP for an entity to use bright-line tests in determining lease classification. Expense recognition on the income statement remains similar to current lease accounting guidance. The ASU is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. The Company plans to adopt this ASU for its fiscal year beginning January 1, 2019. The adoption of this ASU will require the recognition of a right-of-use asset and a lease obligation for the Company’s leases (see Note 12 — Commitments and Contingencies ). |
Net Loss Per Unit | Basic and diluted net loss per unit attributable to Class A Unit holders is calculated using the two-class method required for entities with participating securities. Vested Class B Units and Class C Redeemable Preferred Units are considered participating securities for purposes of calculating basic and diluted net loss per Class A Unit. As holders of Class B Units and Class C Redeemable Preferred Units do not have a contractual obligation to share in the losses of the Company, the net loss is not allocated between Class A Units and participating securities. Accordingly, Class B Units and Class C Redeemable Preferred Units are excluded from the calculation of basic and diluted net loss per unit attributable to Class A Unit holders. The Company’s basic and diluted net loss per unit attributable to Class A Unit holders are the same because the Company has generated a net loss attributed to Class A Unit holders and Class A Unit equivalents are excluded from diluted net loss per unit attributed to Class A Unit holders because they have an anti-dilutive impact. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment | The following table summarizes property and equipment, net as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Land and site improvements $ 9,829 $ 9,355 Buildings and improvements 26,209 14,750 Transportation fleet 19,807 16,520 Software 11,508 10,065 Furniture, fixtures and equipment 7,019 3,704 Total property and equipment excluding construction in progress 74,372 54,394 Less: accumulated depreciation and amortization (11,703 ) (9,752 ) Property and equipment excluding construction in progress, net 62,669 44,642 Construction in progress 18,305 15,950 Property and equipment, net $ 80,974 $ 60,592 |
Accounts Payable and Other Ac25
Accounts Payable and Other Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Line Items] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table summarizes accounts payable and other accrued liabilities as of March 31, 2017 and December 31, 2016 (in thousands): March 31, 2017 December 31, 2016 Accounts payable $ 7,844 $ 6,208 Accrued property and equipment 5,203 3,045 Sales taxes and vehicle licenses and fees 4,904 4,265 Accrued compensation and benefits 2,015 3,398 Accrued inventory costs 1,320 3,480 Accrued advertising costs 809 1,281 Other accrued liabilities 6,973 6,487 Total accounts payable and other accrued liabilities $ 29,068 $ 28,164 |
Net Loss Per Unit (Tables)
Net Loss Per Unit (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Summary of the Calculation of Basic and Diluted Net Loss Per Unit | The following table presents the calculation of basic and diluted net loss per unit attributable to Class A Unit holders (in thousands, except per share data): Three Months Ended March 31, 2017 2016 Net loss $ (38,439 ) $ (17,325 ) Accrued Return on Class C Redeemable Preferred Units (7,261 ) (2,025 ) Net loss attributable to Class A Unit holders, basic and diluted $ (45,700 ) $ (19,350 ) Weighted-average Class A Units outstanding, basic and diluted 103,286 103,286 Net loss per Class A Unit, basic and diluted $ (0.44 ) $ (0.19 ) |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Carvana, LLC | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, Assets Measured on Recurring Basis | The following is a summary of fair value measurements at March 31, 2017 and December 31, 2016 (in thousands): As of March 31, 2017 : Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 9,100 $ 9,100 $ — $ — Purchase Price Adjustment Payment (2) 381 — — 381 As of December 31, 2016 : Carrying Value Level 1 Level 2 Level 3 Assets: Money market funds (1) $ 20,088 $ 20,088 $ — $ — ___________________________ (1) Classified in cash and cash equivalents in the accompanying unaudited condensed consolidated balance sheets. (2) Classified as other assets in the accompanying unaudited condensed consolidated balance sheet and as a component of other sales and revenues in the accompanying unaudited condensed consolidated statement of operations. |
Organization - Initial Public O
Organization - Initial Public Offering (Details) - Subsequent Event $ / shares in Units, $ in Millions | May 03, 2017USD ($)$ / sharesshares |
Common Class A | IPO | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, number of shares issued in transaction (in shares) | 15,000,000 |
Sale of stock, price per share (USD per share) | $ / shares | $ 15 |
Sale of stock, consideration received on transaction | $ | $ 210.7 |
Carvana Group | Class A Common Units | |
Subsidiary, Sale of Stock [Line Items] | |
Investment owned, balance (in shares) | 18,750,000 |
LLC price per unit, multiple on initial public offering price less underwriting discounts and commissions | $ / shares | $ 0.8 |
Garcia Parties | Common Class A | IPO | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, number of shares issued in transaction (in shares) | 1,333,333 |
Garcia Parties | Common Class B | |
Subsidiary, Sale of Stock [Line Items] | |
Common stock, percentage of voting power | 97.00% |
Carvana Sub | |
Subsidiary, Sale of Stock [Line Items] | |
Common stock, percentage of voting power | 0.10% |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Liquidity (Details) - USD ($) $ in Millions | May 03, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Floor Plan Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit facility, remaining borrowing capacity | $ 10.3 | ||
Common Class A | IPO | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Sale of stock, consideration received on transaction | $ 210.7 | ||
Carvana, LLC | Floor Plan Facility | Line of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit facility, remaining borrowing capacity | $ 34.7 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Comprehensive Loss (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Carvana, LLC | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Other Comprehensive income | $ 0 | $ 0 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Restricted Cash (Details) | Mar. 31, 2017 |
Carvana, LLC | Floor Plan Facility | Line of Credit | |
Debt Instrument [Line Items] | |
Deposit required under floor plan facility, percentage of principal balance | 5.00% |
Description of Business - Narra
Description of Business - Narrative (Details) - Subsequent Event $ / shares in Units, $ in Millions | May 03, 2017USD ($)$ / sharesshares |
Common Class A | IPO | |
Subsidiary, Sale of Stock [Line Items] | |
Sale of stock, number of shares issued in transaction (in shares) | 15,000,000 |
Sale of stock, price per share (USD per share) | $ / shares | $ 15 |
Sale of stock, consideration received on transaction | $ | $ 210.7 |
Carvana Group | Class A Common Units | |
Subsidiary, Sale of Stock [Line Items] | |
Investment owned, balance (in shares) | 18,750,000 |
Ernest Garcia, II | Class A Common Units | |
Subsidiary, Sale of Stock [Line Items] | |
Investment owned, balance (in shares) | 170,000 |
Noncash acquisition, interest acquired | 0.10% |
Common Stock - (Details)
Common Stock - (Details) | Apr. 27, 2017vote$ / sharesshares | Mar. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
Subsequent Event [Line Items] | |||
Common stock, shares authorized (in shares) | 1,000 | 1,000 | |
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | $ 0.001 | |
Common stock, shares issued (in shares) | 0 | 0 | |
Common stock, shares outstanding (in shares) | 0 | 0 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Preferred stock, shares authorized (in shares) | 50,000,000 | ||
Preferred stock, par value (USD per share) | $ / shares | $ 0.01 | ||
Subsequent Event | Common Class A | |||
Subsequent Event [Line Items] | |||
Common stock, shares authorized (in shares) | 500,000,000 | ||
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | ||
Number of votes per common share | vote | 1 | ||
Subsequent Event | Common Class B | |||
Subsequent Event [Line Items] | |||
Common stock, shares authorized (in shares) | 125,000,000 | ||
Common stock, par value (in USD per share) | $ / shares | $ 0.001 | ||
Number of votes per common share | vote | 1 | ||
Garcia Parties | Subsequent Event | Common Class B | |||
Subsequent Event [Line Items] | |||
Number of votes per common share | vote | 10 |
Property and Equipment, Net - (
Property and Equipment, Net - (Details) - Carvana, LLC - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization | $ (11,703) | $ (9,752) |
Property and equipment, net | 80,974 | 60,592 |
Land and site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,829 | 9,355 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 26,209 | 14,750 |
Transportation fleet | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,807 | 16,520 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,508 | 10,065 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,019 | 3,704 |
Property and equipment excluding construction in progress, net | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 74,372 | 54,394 |
Property and equipment, net | 62,669 | 44,642 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 18,305 | $ 15,950 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - Carvana, LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 2,061 | $ 866 |
Capitalized internal use software costs | 1,800 | 600 |
Capitalized computer software additions | $ 1,700 | $ 500 |
Accounts Payable and Other Ac36
Accounts Payable and Other Accrued Liabilities - (Details) - Carvana, LLC - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Line Items] | ||
Accounts payable | $ 7,844 | $ 6,208 |
Accrued property and equipment | 5,203 | 3,045 |
Sales taxes and vehicle licenses and fees | 4,904 | 4,265 |
Accrued compensation and benefits | 2,015 | 3,398 |
Accrued inventory costs | 1,320 | 3,480 |
Accrued advertising costs | 809 | 1,281 |
Other accrued liabilities | 6,973 | 6,487 |
Total accounts payable and other accrued liabilities | $ 29,068 | $ 28,164 |
Related Party Transactions - Sh
Related Party Transactions - Shared Services Agreement with DriveTime (Details) - Affiliated Entity - DriveTime Automotive Group, Inc. - Shared Services Agreement with DriveTime - Carvana, LLC - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
Subsequent Event | |||
Related Party Transaction [Line Items] | |||
Number of allowable days prior to contract termination with written notice | 30 days | ||
Number of allowable days prior to contract termination with written notice from service provider | 90 days | ||
Selling, general and administrative | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 0 | $ 0.2 |
Related Party Transactions - Ai
Related Party Transactions - Aircraft Time Sharing Agreement (Details) - Carvana, LLC - Verde Investments, Inc. - Affiliated Entity - Aircraft Time Sharing Agreement $ in Millions | Oct. 22, 2015aircraft | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) |
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 0.1 | ||
Air Transportation Equipment | |||
Related Party Transaction [Line Items] | |||
Number of aircrafts | aircraft | 2 | ||
Contractual Term | 12 months | ||
Contractual Agreement, Perpetual Automatic Renewal Term | 12 months | ||
Number of allowable days prior to contract termination with written notice | 30 days | ||
Expenses from transactions with related party | $ 0.1 |
Related Party Transactions - Le
Related Party Transactions - Lease Agreements (Details) - Carvana, LLC $ in Millions | 1 Months Ended | 3 Months Ended | |||
Feb. 28, 2017renewal_option | Dec. 31, 2016renewal_option | Nov. 30, 2014renewal_optionlocation | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | |
Maximum | |||||
Related Party Transaction [Line Items] | |||||
Operating leases, renewal term | 10 years | ||||
Minimum | |||||
Related Party Transaction [Line Items] | |||||
Operating leases, renewal term | 5 years | ||||
Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party Lease Agreements | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ | $ 1.6 | $ 0.5 | |||
Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party Lease Agreements | Cost of Sales | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ | 0.6 | 0.4 | |||
Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party Lease Agreements | Selling, general and administrative | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ | $ 1 | $ 0.1 | |||
Building | DriveTime Automotive Group, Inc. | Related Party Lease Agreements | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Operating lease term | 2 years | ||||
Operating lease, number of renewal options | renewal_option | 2 | ||||
Operating leases, renewal term | 1 year | ||||
Operating lease, renewal options, number of locations | location | 10 | ||||
Building | Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party Lease Agreements | Maximum | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Rent adjustments, increase in consumer price index, percentage threshold | 5.00% | ||||
Building | Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party Lease Agreements | Minimum | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Rent adjustments, increase in consumer price index, percentage threshold | 2.00% | ||||
Tolleson, Arizona | Building | Verde Investments, Inc. | Lease Agreement Related to Vehicle Inspection and Reconditioning Center | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Operating lease term | 15 years | ||||
Operating lease, number of renewal options | renewal_option | 4 | ||||
Operating leases, renewal term | 5 years | ||||
Winder, Georgia | Building | DriveTime Automotive Group, Inc. | Lease Agreement for Fully-Operational Inspection and Reconditioning Center | Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Operating lease term | 8 years | ||||
Operating lease, number of renewal options | renewal_option | 3 | ||||
Operating leases, renewal term | 5 years |
Related Party Transactions - Co
Related Party Transactions - Corporate Office Leases (Details) - Carvana, LLC - Affiliated Entity $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)renewal_option | Mar. 31, 2016USD ($) | |
Verde Investments, Inc. | Corporate Headquarters, Office Lease | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 0.2 | |
DriveTime Automotive Group, Inc. | Subleased Office Space | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 0.1 | |
DriveTime Automotive Group, Inc. | Subleased Office Space, First Floor | ||
Related Party Transaction [Line Items] | ||
Expenses from transactions with related party | $ 0.1 | |
Operating lease term | 83 months | |
Operating lease, number of renewal options | renewal_option | 3 | |
Operating leases, renewal term | 5 years |
Related Party Transactions - Re
Related Party Transactions - Repurchase of Finance Receivables from DriveTime (Details) - Carvana, LLC - USD ($) $ in Thousands | Jan. 20, 2016 | Mar. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||||
Receivable balance repurchased | $ 24,951 | $ 24,771 | ||
Consumer Loan | Finance Receivable Purchase Agreement | ||||
Related Party Transaction [Line Items] | ||||
Payments to repurchase financing receivables | $ 72,400 | |||
Consumer Loan | Transfer Agreements and Note Purchase and Security Agreements | ||||
Related Party Transaction [Line Items] | ||||
Proceeds from new transfer of financing receivables | $ (74,600) | |||
Consumer Loan | DriveTime Automotive Group, Inc. | Affiliated Entity | Finance Receivable Purchase Agreement | ||||
Related Party Transaction [Line Items] | ||||
Receivable balance repurchased | 72,400 | |||
Payments to repurchase financing receivables | $ (74,600) |
Related Party Transactions - Dr
Related Party Transactions - Drivetime Receivable Purchase Agreement (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Carvana, LLC | DriveTime Automotive Group, Inc. | Affiliated Entity | Finance Receivable Purchase Agreement | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 0 | $ 0 |
Related Party Transactions - Ma
Related Party Transactions - Master Dealer Agreement (Details) - Carvana, LLC - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 1,758 | $ 0 |
DriveTime Automotive Group, Inc. | Affiliated Entity | Master Dealer Agreement | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 1,800 |
Related Party Transactions - Cr
Related Party Transactions - Credit Facility with Verde (Details) - Carvana, LLC | Mar. 31, 2017USD ($) | Feb. 27, 2017USD ($)draw | Dec. 31, 2016USD ($) |
Related Party Transaction [Line Items] | |||
Verde credit facility | $ 20,000,000 | $ 0 | |
Line of Credit | Verde Investments, Inc. | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Debt instrument, fee amount | $ 1,000,000 | ||
Verde Credit Facility | Line of Credit | Verde Investments, Inc. | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | ||
Debt instrument, maximum number of draws | draw | 5 | ||
Line of credit facility, minimum borrowing per draw | $ 10,000,000 | ||
Verde credit facility | $ 20,000,000 | ||
Interest rate | 12.00% | ||
Long-term line of credit, prepayment requirement associated with sale of equity, proceeds threshold | $ 5,000,000 | ||
Long-term line of credit, prepayment requirement associated with issuance of unsecured debt, debt amount threshold | $ 5,000,000 |
Related Party Transactions - Ac
Related Party Transactions - Accounts Payable Due to Related Party (Details) - Carvana, LLC - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Accounts payable due to related party | $ 4,392 | $ 1,884 |
Affiliated Entity | ||
Related Party Transaction [Line Items] | ||
Accounts payable due to related party | $ 4,400 | $ 1,900 |
Finance Receivable Sale Agree46
Finance Receivable Sale Agreements - Transfer Agreements and Note Purchase and Security Agreements (Details) - Carvana, LLC - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Jan. 31, 2016 | |
Transfer Agreements and Note Purchase and Security Agreements | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||
Proceeds from advances | $ 63,000,000 | |||
Transfer Agreements and Note Purchase and Security Agreements | Consumer Loan | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||
Transfer of financial assets, accounted for as sales, maximum amount eligible to be sold | $ 230,000,000 | |||
Transfer of financial assets accounted for as sales, amount derecognized | $ 109,500,000 | |||
Gain on loan sales | 1,500,000 | |||
Receivable purchase agreement, remaining unused capacity | $ 0 | |||
Purchase and Sale Agreement | Consumer Loan | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||
Transfer of financial assets, accounted for as sales, maximum amount eligible to be sold | $ 375,000,000 | |||
Transfer of financial assets accounted for as sales, amount derecognized | 67,900,000 | |||
Receivable purchase agreement, remaining unused capacity | $ 285,800,000 | |||
Finance Receivable Purchase Agreement | Consumer Loan | ||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||
Payments to repurchase financing receivables | $ 72,400,000 |
Finance Receivable Sale Agree47
Finance Receivable Sale Agreements - Master Purchase and Sale Agreement and Master Transfer Agreement (Details) - Carvana, LLC - Consumer Loan - USD ($) | 1 Months Ended | |
Dec. 31, 2016 | Mar. 31, 2017 | |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||
Costs incurred related to purchase and sale agreement and master transfer agreement | $ 900,000 | |
Purchase and Sale Agreement | ||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||
Transfer of financial assets, accounted for as sales, maximum amount eligible to be sold | 375,000,000 | |
Transfer of financial assets accounted for as sales, amount derecognized | $ 67,900,000 | |
Receivable purchase agreement, remaining unused capacity | 285,800,000 | |
Master Transfer Agreement | ||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||
Transfer of financial assets, accounted for as sales, maximum amount eligible to be sold | $ 292,200,000 | |
Transfer of financial assets accounted for as sales, amount derecognized | 28,600,000 | |
Receivable purchase agreement, remaining unused capacity | $ 255,100,000 |
Debt Instruments - Floor Plan F
Debt Instruments - Floor Plan Facility (Details) - USD ($) | 1 Months Ended | ||
Feb. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Floor Plan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, remaining borrowing capacity | $ 10,300,000 | ||
Carvana, LLC | |||
Line of Credit Facility [Line Items] | |||
Line of credit, outstanding | 189,736,000 | $ 165,313,000 | |
Restricted cash | $ 11,488,000 | 10,266,000 | |
Carvana, LLC | Floor Plan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 200,000,000 | ||
Debt instrument, extension period | 364 days | ||
Deposit required under floor plan facility, percentage of principal balance | 5.00% | ||
Term of principal payments | 5 days | ||
Principal repayment, term threshold after sale of used vehicle | 15 days | ||
Principal repayment, term threshold after sale of related finance receivable | 1 day | ||
Outstanding balance, days held in inventory threshold | 180 days | ||
Outstanding balance, held in inventory, percentage of original principal amount due | 10.00% | ||
Outstanding balance, held in inventory, original principal amount, threshold | 50.00% | ||
Outstanding balance, held in inventory, wholesale value, threshold | 50.00% | ||
Interest rate | 4.78% | ||
Line of credit, outstanding | $ 189,700,000 | 165,300,000 | |
Line of credit facility, remaining borrowing capacity | 34,700,000 | ||
Restricted cash | $ 9,500,000 | $ 8,400,000 | |
London Interbank Offered Rate (LIBOR) | Carvana, LLC | Floor Plan Facility | Line of Credit | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, basis spread on variable rate | 3.80% |
Debt Instruments - Notes Payabl
Debt Instruments - Notes Payable (Details) - Carvana, LLC - USD ($) $ in Thousands | 15 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Current portion of notes payable | $ 1,363 | $ 1,057 |
Promissory Note | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 7,400 | |
Debt instrument, term | 5 years | |
Notes payable | $ 6,800 | |
Current portion of notes payable | 1,400 | |
Promissory Note | Notes Payable, Other Payables | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 300 | |
Interest rate | 4.56% | |
Promissory Note | Notes Payable, Other Payables | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 1,600 | |
Interest rate | 6.29% |
Class C Redeemable Preferred 50
Class C Redeemable Preferred Units - (Details) - Carvana, LLC - Class C Redeemable Preferred Units - USD ($) $ in Millions | May 03, 2017 | Dec. 09, 2016 | Jul. 12, 2016 | Apr. 27, 2016 | Jul. 27, 2015 | Jul. 25, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Temporary Equity [Line Items] | |||||||||
Temporary equity, coupon rate | 12.50% | ||||||||
Percent threshold of proceeds payable to original issuance price in which return liability is no longer applicable | 200.00% | ||||||||
Accrual of return on Class C redeemable preferred units | $ 7.3 | $ 2 | |||||||
Temporary equity, acumulated accretion of interest | $ 31.4 | $ 24.1 | |||||||
GV Auto I, LLC | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity, shares issued during the period (in shares) | 1,672,179 | ||||||||
Temporary equity, number of shares authorized for issuance (in shares) | 1,672,179 | ||||||||
Temporary equity, shares issued during the period, value | $ 9.7 | ||||||||
Fidel Family Trust | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity, shares issued during the period (in shares) | 468,000 | ||||||||
Temporary equity, number of shares authorized for issuance (in shares) | 468,000 | ||||||||
Temporary equity, shares issued during the period, value | $ 2.7 | ||||||||
Affiliated Entity | CVAN Holdings, LLC | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity, shares issued during the period (in shares) | 8,597,319 | 14,051,214 | |||||||
Temporary equity, number of shares authorized for issuance (in shares) | 8,597,319 | 14,051,214 | |||||||
Temporary equity, shares issued during the period, value | $ 50 | $ 65 | |||||||
Investor | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity, shares issued during the period (in shares) | 18,300,293 | ||||||||
Investor | Mr. Garcia | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity, number of shares authorized for issuance (in shares) | 18,300,293 | ||||||||
Temporary equity, shares issued during the period, value | $ 100 | ||||||||
IPO | |||||||||
Temporary Equity [Line Items] | |||||||||
Threshold of public offering price to original issuance price in which return liability is no longer applicable | 200.00% | ||||||||
Common Class A | IPO | |||||||||
Temporary Equity [Line Items] | |||||||||
Offering price as a percent of initial issuance price threshold, to trigger automatic conversion | 150.00% | ||||||||
Temporary equity, conversion ratio if offering price as a percentage of original issuance price threshold exceeded | 1 | ||||||||
Subsequent Event | Common Class A | IPO | |||||||||
Temporary Equity [Line Items] | |||||||||
Temporary equity, conversion ratio to permanent equity (in shares) | 1 |
Members' Equity (Deficit) - Uni
Members' Equity (Deficit) - Units Issued and Outstanding (Details) - Carvana, LLC - shares | Mar. 31, 2017 | Dec. 31, 2016 |
Class A Common Units | ||
Limited Partners' Capital Account [Line Items] | ||
Number of units issued (in shares) | 103,300,000 | |
Units, outstanding (in shares) | 103,286,258 | 103,286,258 |
Class B Common Units | ||
Limited Partners' Capital Account [Line Items] | ||
Number of units issued (in shares) | 6,700,000 | |
Units, outstanding (in shares) | 6,727,000 | 6,740,500 |
Class C Redeemable Preferred Units | ||
Limited Partners' Capital Account [Line Items] | ||
Number of units of temporary equity issued (in shares) | 43,100,000 | |
Temporary equity, shares outstanding (in shares) | 43,089,005 | 43,089,005 |
Members' Equity (Deficit) - Cos
Members' Equity (Deficit) - Costs Related to the IPO (Details) - Carvana, LLC - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||
Stock issuance costs incurred | $ 1.9 | |
Stock issuance costs, deferred | $ 3.2 | $ 1.3 |
Unit-Based Compensation - Unit-
Unit-Based Compensation - Unit-Based Compensation Expense (Details) - Carvana, LLC - Class B Common Units - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Number of units granted in the period (in shares) | 0 | |
Unrecognized compensation expense | $ 1.5 | |
Weighted-average period for unrecognized compensation expense to be recognized | 2 years 11 months 9 days | |
Selling, general and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Unit-based compensation expense | $ 0.2 | $ 0.1 |
Unit-Based Compensation - Compa
Unit-Based Compensation - Company Performance Plan (Details) - Carvana, LLC - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Jul. 25, 2016 | |
Performance Plan | Performance Shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum number of awards authorized for grand (in shares) | 1,000,000 | |
Number of restricted stock awards outstanding (in shares) | 600,000 | |
Number of units granted in the period (in shares) | 0 | |
Unit-based compensation expense | $ 0 | |
Class B Common Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of units granted in the period (in shares) | 0 | |
Class B Common Units | Performance Plan | Performance Shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Participation threshold to participate In distributions | $ 0 | |
Class B Common Units | Performance Plan | Performance Shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Participation threshold to participate In distributions | $ 5.8114 |
Net Loss Per Unit - Calculation
Net Loss Per Unit - Calculation of Basic and Diluted Net Loss Per Unit (Details) - Carvana, LLC - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss | $ (38,439) | $ (17,325) |
Accrued Return on Class C Redeemable Preferred Units | (7,261) | (2,025) |
Class C Redeemable Preferred Units | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Accrued Return on Class C Redeemable Preferred Units | (7,261) | (2,025) |
Class A Common Units | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Net loss attributable to Class A Unit holders, basic | (45,700) | (19,350) |
Net loss attributable to Class A Unit holders, diluted | $ (45,700) | $ (19,350) |
Weighted-average Class A Units outstanding, basic and diluted (in shares) | 103,286 | 103,286 |
Net loss per Class A Unit, basic and diluted (USD per share) | $ (0.44) | $ (0.19) |
Net Loss Per Unit - Narrative (
Net Loss Per Unit - Narrative (Details) - Carvana, LLC - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Class C Redeemable Preferred Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 43.1 | 14.1 |
Class B Common Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3.9 | 3.5 |
Commitments and Contingencies -
Commitments and Contingencies - Lease Commitments (Details) - Carvana, LLC $ in Millions | 3 Months Ended | |
Mar. 31, 2017USD ($)renewal_option | Mar. 31, 2016USD ($) | |
Operating Leased Assets [Line Items] | ||
Operating leases, rent expense | $ | $ 0.7 | $ 0.2 |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Operating leases, renewal term | 5 years | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Operating leases, renewal term | 10 years | |
Corporate Headquarters, Office Lease | ||
Operating Leased Assets [Line Items] | ||
Operating leases, renewal term | 5 years | |
Operating lease term | 83 months | |
Operating lease, number of renewal options | renewal_option | 3 |
Commitments and Contingencies58
Commitments and Contingencies - Letters of Credit (Details) - Carvana, LLC - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 | Oct. 31, 2016 |
Financial Standby Letter of Credit | |||
Loss Contingencies [Line Items] | |||
Letters of credit outstanding | $ 1.9 | ||
Required cash deposit with financial institution | $ 1.9 | ||
Interest-bearing Deposits | |||
Loss Contingencies [Line Items] | |||
Restricted cash | $ 2 | $ 2 |
Fair Value of Financial Instr59
Fair Value of Financial Instruments - Fair Value Assets Measured on a Recurring Basis (Details) - Carvana, LLC - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Purchase price adjustment payment | $ 381 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Purchase price adjustment payment | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Purchase price adjustment payment | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Purchase price adjustment payment | 381 | |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 9,100 | $ 20,088 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 9,100 | 20,088 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents, fair value | $ 0 | $ 0 |
Fair Value of Financial Instr60
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2017 | Dec. 31, 2016 |
Carvana, LLC | Estimate of Fair Value Measurement | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of finance receivables, net | $ 25.7 | $ 25.6 |
Subsequent Events - Organizatio
Subsequent Events - Organizational Transactions (Details) - Subsequent Event | May 03, 2017employeeshares |
Subsequent Event [Line Items] | |
Common stock, conversion ratio | 0.8 |
Carvana, LLC Unit Holders | |
Subsequent Event [Line Items] | |
Tax agreement, percent of cash savings distributed | 85.00% |
Class A Common Units | |
Subsequent Event [Line Items] | |
Partners' capital account, units (in shares) | 18,600,000 |
Class A Common Units | Carvana Group | |
Subsequent Event [Line Items] | |
Convertible preferred stock, shares issued upon conversion (in shares) | 43,089,005 |
Class A Common Units | Garcia Parties | |
Subsequent Event [Line Items] | |
Partners' capital account, units (in shares) | 122,400,000 |
Class A Common Units | Ernest Garcia, II | |
Subsequent Event [Line Items] | |
Investment owned, balance (in shares) | 170,000 |
Noncash acquisition, interest acquired | 0.10% |
Class A Common Units | Remaining LLC Unitholders | |
Subsequent Event [Line Items] | |
Partners' capital account, units (in shares) | 29,800,000 |
Class B Common Units | Carvana Group | |
Subsequent Event [Line Items] | |
Number of units granted in the period (in shares) | 766,500 |
Common Class A | |
Subsequent Event [Line Items] | |
Percentage of economic interest by class of stock | 100.00% |
Percentage of voting interests by class of stock | 1.00% |
Common Class A | 2017 Omnibus Incentive Plan | Restricted Stock | |
Subsequent Event [Line Items] | |
Number of units granted in the period (in shares) | 358,000 |
Number of restricted stock outstanding (in shares) | 400,000 |
Common Class A | 2017 Omnibus Incentive Plan | Employee Stock Option | |
Subsequent Event [Line Items] | |
Number of share-based compensation options held by employees (in shares) | 417,000 |
Number of employees awarded options | employee | 100 |
Common Class B | |
Subsequent Event [Line Items] | |
Percentage of voting interests by class of stock | 99.00% |
Common Class B | Garcia Parties | |
Subsequent Event [Line Items] | |
Number of shares outstanding (in shares) | 97,900,000 |
Common Class B | Remaining LLC Unitholders | |
Subsequent Event [Line Items] | |
Number of shares outstanding (in shares) | 19,300,000 |
IPO | Common Class A | |
Subsequent Event [Line Items] | |
Sale of stock, number of shares issued in transaction (in shares) | 15,000,000 |
IPO | Common Class A | Garcia Parties | |
Subsequent Event [Line Items] | |
Sale of stock, number of shares issued in transaction (in shares) | 1,333,333 |
Subsequent Events - Verde Credi
Subsequent Events - Verde Credit Facility (Details) - Carvana, LLC - USD ($) $ in Thousands | May 03, 2017 | May 02, 2017 | Mar. 31, 2017 | Feb. 27, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||
Verde credit facility | $ 20,000 | $ 0 | |||
Line of Credit | Verde Investments, Inc. | Affiliated Entity | Verde Credit Facility | |||||
Subsequent Event [Line Items] | |||||
Verde credit facility | $ 20,000 | ||||
Line of Credit | Verde Investments, Inc. | Affiliated Entity | Verde Credit Facility | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Proceeds related party debt | $ 15,000 | ||||
Verde credit facility | $ 35,000 | ||||
Repayments of debt | $ 35,000 |
Subsequent Events - Carvana Co.
Subsequent Events - Carvana Co. Initial Public Offering (Details) - USD ($) $ / shares in Units, $ in Thousands | May 03, 2017 | May 02, 2017 | Mar. 31, 2017 | Feb. 27, 2017 | Dec. 31, 2016 |
Carvana, LLC | |||||
Subsequent Event [Line Items] | |||||
Verde credit facility | $ 20,000 | $ 0 | |||
Common Class A | IPO | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 15,000,000 | ||||
Sale of stock, price per share (USD per share) | $ 15 | ||||
Sale of stock, consideration received on transaction | $ 210,700 | ||||
Carvana Group | Class A Common Units | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Investment owned, balance (in shares) | 18,750,000 | ||||
Ernest Garcia, II | Class A Common Units | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Investment owned, balance (in shares) | 170,000 | ||||
Noncash acquisition, interest acquired | 0.10% | ||||
Line of Credit | Verde Credit Facility | Verde Investments, Inc. | Affiliated Entity | Carvana, LLC | |||||
Subsequent Event [Line Items] | |||||
Verde credit facility | $ 20,000 | ||||
Line of Credit | Verde Credit Facility | Verde Investments, Inc. | Subsequent Event | Affiliated Entity | Carvana, LLC | |||||
Subsequent Event [Line Items] | |||||
Verde credit facility | $ 35,000 | ||||
Repayments of debt | $ 35,000 |