Debt Instruments | NOTE 9 — DEBT INSTRUMENTS Debt instruments, excluding finance leases, which are discussed in Note 15 — Leases, as of December 31, 2020 and 2019 consisted of the following: December 31, 2020 2019 (in thousands) Asset-Based Financing: Floor Plan Facility $ 39,820 $ 515,487 Finance Receivable Facilities — 53,353 Financing of beneficial interests in securitizations 81,259 84,982 Notes payable 25,167 31,757 Real estate financing 387,380 177,221 Total asset-based financing 533,626 862,800 Senior Notes (1) 1,100,000 600,000 Total debt 1,633,626 1,462,800 Less: current portion (78,912) (606,644) Less: unamortized premium and debt issuance costs (2) (21,322) (13,642) Total long-term debt, net $ 1,533,392 $ 842,514 (1) As of December 31, 2020 and 2019, Verde held $0.0 million and $15.0 million, respectively, of the Senior Notes, as hereafter defined. (2) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other current assets and other assets on the accompanying consolidated balance sheets. The unamortized premium is presented as an increase to the carrying amount of the Senior Notes at December 31, 2019 on the accompanying consolidated balance sheet. Short-Term Revolving Facilities Floor Plan Facility The Company has a floor plan facility with a lender to finance its used vehicle inventory (the "Floor Plan Facility"), which is secured by the Company's vehicles, general intangibles, accounts receivable, and finance receivables. Under the Floor Plan Facility, repayment of amounts drawn for the purchase of a vehicle should generally be made within several days after selling or otherwise disposing of the vehicle. Outstanding balances related to vehicles held in inventory for more than 180 days require monthly principal payments equal to 10% of the original principal amount of that vehicle until the remaining outstanding balance is the lesser of (i) 50% of the original principal amount or (ii) 50% of the wholesale value. Prepayments may be made without incurring a premium or penalty. Additionally, the Company is permitted to make prepayments to the lender to be held as principal payments under the Floor Plan Facility and subsequently reborrow such amounts. The Floor Plan Facility also requires monthly interest payments and that at least 7.5% of the total principal amount owed to the lender is held as restricted cash. Effective October 1, 2020, the Company amended the Floor Plan Facility to increase the line of credit to $1.25 billion, reduce the interest rate to one-month LIBOR plus 3.15% irrespective of the outstanding balance, and extend the maturity date to March 31, 2023. The Company is also required to pay the lender an availability fee based on the average unused capacity during the prior calendar quarter. For the year ended December 31, 2020, the Company's effective interest rate on the Floor Plan Facility was approximately 3.87%, the Company had an outstanding balance under this facility of approximately $39.8 million, unused capacity of approximately $1.21 billion, and held approximately $3.1 million in restricted cash related to this facility. As of December 31, 2019, the interest rate on the Floor Plan Facility was 4.91%, the Company had an outstanding balance of approximately $515.5 million, unused capacity of approximately $434.5 million, and held approximately $38.7 million in restricted cash related to this facility. Active Finance Receivable Facilities The Company has various short-term revolving credit facilities to fund certain automotive finance receivables originated by the Company prior to selling them, which are typically secured by the finance receivables pledged to them (the "Finance Receivable Facilities"). In January 2020, the Company entered into an agreement pursuant to which a lender agreed to provide a revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company could increase this commitment in $25.0 million increments up to $500.0 million with the lender's consent, and can draw upon this facility until July 23, 2021. On October 28, 2020, the Company increased its commitment under this facility to $500.0 million. In February 2020, the Company entered into an agreement pursuant to which a second lender agreed to provide a $500.0 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon this facility until February 20, 2022. Both facilities require that any undistributed amounts collected on the pledged finance receivables be held as restricted cash. The facilities require monthly payments of interest and fees based on usage and unused facility amounts. Both facilities self-amortize from the end of the draw period until maturity, offer full prepayment rights, and have no credit sublimits or aging restrictions, subject to negotiated concentration limits. The subsidiaries that entered into these facilities are each wholly-owned, special purpose entities whose assets are not available to the general creditors of the Company. As of December 31, 2020, the Company had no amounts outstanding under these facilities, unused capacity of $1.0 billion, and held approximately $25.2 million in restricted cash related to these facilities. For the year ended December 31, 2020, the Company's effective interest rate on these facilities was approximately 2.77%. Past Finance Receivable Facilities In April 2019, the Company and Ally Bank entered in a Loan and Security Agreement pursuant to which Ally Bank agreed to provide a $300.0 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company could draw upon this credit facility until April 17, 2020, and it had an annual interest rate of one-month LIBOR plus a spread ranging from 1.00% to 1.80%. In May 2019, in connection with the acquisition of the Purchaser Trust described in Note 7 — Finance Receivable Sale Agreements, the Company and Ally Bank entered into the A&R Loan and Security Agreement to provide an additional $350.0 million revolving credit facility to fund certain other automotive finance receivables originated by the Company. The Company could draw upon this credit facility until April 17, 2020, and it had an annual interest rate of one-month LIBOR plus 1.95%. Both credit facilities required that at least 2% of the outstanding pledged finance receivables principal balances, plus any undistributed amounts collected on the pledged finance receivables amount, be held as restricted cash. Interest payments on these credit facilities were payable monthly on each draw date. Principal repayments occurred on the fifteenth day of each calendar month in an amount equal to the undistributed receivables collected. As of December 31, 2019, these credit facilities had an interest rate ranging between approximately 2.76% and 3.71%, and the Company had an outstanding balance under these facilities of approximately $53.4 million, unused capacity of $596.6 million, and held approximately $3.7 million in restricted cash related to these facilities. The Company voluntarily terminated these facilities in February 2020 after entering into the active finance receivable facilities described above. Long-Term Debt Senior Unsecured Notes Since 2018, the Company has issued various senior unsecured notes, each as further described below (collectively, the "Senior Notes"). 2025 and 2028 Senior Unsecured Notes On October 2, 2020, the Company issued $500.0 million in aggregate principal amount of 5.625% senior unsecured notes due October 1, 2025 (the "2025 Notes") and $600.0 million aggregate principal amount for 5.875% senior unsecured notes due October 1, 2028 (the "2028 Notes" and, collectively, the "2025 and 2028 Notes"). The 2025 and 2028 Notes were newly issued under separate indentures (the "2025 Indenture", the "2028 Indenture", and, collectively, the "Indentures"), each dated as of October 2, 2020, entered into by and among the Issuer, each of the guarantors party thereto and U.S. Bank National Association, as trustee. The interest on the 2025 and 2028 Notes is payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2021. The 2025 Notes and 2028 Notes mature on October 1, 2025 and October 1, 2028, respectively, unless earlier repurchased or redeemed, and are guaranteed by the Company's existing domestic restricted subsidiaries (other than the subsidiaries formed solely for the purpose of facilitating the Company's sales of its finance receivables, if any). The Company may redeem some or all of the 2025 Notes on or after October 1, 2022 at redemption prices set forth in the 2025 Indenture, plus any accrued and unpaid interest to the redemption date. Prior to October 1, 2022, the Company may redeem up to 35.0% of the aggregate principal amount of the 2025 Notes at a redemption price equal to 105.625%, together with accrued and unpaid interest to, but not including, the date of redemption, with the net cash proceeds of certain equity offerings. In addition, the Company may, at its option, redeem some or all of the 2025 Notes prior to October 1, 2022, by paying a make-whole premium plus any accrued and unpaid interest to, but not including, the redemption date. If the Company experiences certain change of control events, it must make an offer to purchase all of the 2025 Notes at 101.0% of the principal amount thereof, plus any accrued and unpaid interest, to the repurchase date. The Company may redeem some or all of the 2028 Notes on or after October 1, 2023 at redemption prices set forth in the 2028 Indenture, plus any accrued and unpaid interest to the redemption date. Prior to October 1, 2023, the Company may redeem up to 35.0% of the aggregate principal amount of the 2028 Notes at a redemption price equal to 105.875%, together with accrued and unpaid interest to, but not including, the date of redemption, with the net cash proceeds of certain equity offerings. In addition, the Company may, at its option, redeem some or all of the 2028 Notes prior to October 1, 2023, by paying a make-whole premium plus any accrued and unpaid interest to, but not including, the redemption date. If the Company experiences certain change of control events, it must make an offer to purchase all of the 2028 Notes at 101.0% of the principal amount thereof, plus any accrued and unpaid interest, to the repurchase date. The Indentures governing the 2025 and 2028 Notes contain restrictive covenants that limit the ability of the Company and certain of its subsidiaries to, among other things and subject to certain important exceptions, incur additional debt or issue preferred stock, create new liens, make intercompany payments, pay dividends and make other distributions in respect of the Company's capital stock, redeem or repurchase the Company’s capital stock or prepay subordinated indebtedness, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers or consolidations. Certain of these covenants will be suspended if the 2025 and 2028 Notes are assigned an investment grade rating from any two of Moody’s Investors Service, Inc., Standard & Poor’s Rating Services, and Fitch Ratings, Inc., and there is no continuing default. As of December 31, 2020, the Company was in compliance with all covenants. In connection with the issuance of the 2025 and 2028 Notes, Carvana Group amended and restated its LLC agreement to, among other things, authorize the issuance of preferred units, which Carvana Co. purchased with its net proceeds from the issuance of the 2025 and 2028 Notes, as further discussed in Note 10 — Stockholders' Equity. The outstanding principal of the 2025 and 2028 Notes, net of unamortized debt issuance costs, was approximately $1.1 billion as of December 31, 2020 and is included in long-term debt in the accompanying consolidated balance sheet. 2023 Senior Unsecured Notes On September 21, 2018, the Company issued an aggregate of $350.0 million in senior unsecured notes due 2023 (the "2023 Existing Notes") under an indenture entered into by and among the Company, each of the guarantors party thereto and U.S. Bank National Association, as trustee (the "2023 Indenture"). On May 24, 2019, the Company issued $250.0 million in aggregate principal amount of additional notes (the "2023 Additional Notes") under the Indenture, at a 100.5% premium. The 2023 Existing Notes and 2023 Additional Notes (together the "2023 Notes") were treated as a single class for all purposes and had the same terms. The 2023 Notes accrued interest at a rate of 8.875% per annum, which was payable semi-annually in arrears on April 1 and October 1 of each year beginning April 1, 2019. The 2023 Notes were set to mature on October 1, 2023, unless earlier repurchased or redeemed, and were guaranteed by the Company's existing domestic restricted subsidiaries (other than the subsidiaries formed solely for the purpose of facilitating the Company's sales of its finance receivables, if any). The Company could redeem some or all of the 2023 Notes on or after October 1, 2020 at redemption prices set forth in the 2023 Indenture, plus any accrued and unpaid interest to the redemption date. Prior to October 1, 2020, the Company could redeem up to 35.0% of the aggregate principal amount of the 2023 Notes at a redemption price equal to 108.875%, together with accrued and unpaid interest to, but not including, the date of redemption, with the net cash proceeds of certain equity offerings. In addition, the Company could, at its option, redeem some or all of the 2023 Notes prior to October 1, 2020, by paying a make-whole premium plus any accrued and unpaid interest to, but not including, the redemption date. If the Company experienced certain change of control events, it had to make an offer to purchase all of the 2023 Notes at 101.0% of the principal amount thereof, plus any accrued and unpaid interest, to the repurchase date. The 2023 Indenture governing the 2023 Notes contained restrictive covenants that limited the ability of the Company to, among other things, incur additional debt or issue preferred stock, create new liens, make intercompany payments, pay dividends and make other distributions in respect of the Company's capital stock, redeem or repurchase the Company’s capital stock or prepay subordinated indebtedness, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers or consolidations. Certain of these covenants would have been suspended if the 2023 Notes were assigned an investment grade rating from any two of Moody’s Investors Service, Inc., Standard & Poor’s Rating Services, and Fitch Ratings, Inc., and there is no continuing default. In connection with the issuance of the 2023 Notes, Carvana Group amended its LLC agreement to create a class of non-convertible preferred units, which Carvana Co. purchased with its net proceeds from the issuance of the 2023 Notes, as further discussed in Note 10 — Stockholders' Equity. On October 2, 2020, the Company used approximately $626.8 million of the proceeds from the issuance of its 2025 and 2028 Notes, described above, to redeem in full the $600.0 million aggregate principal amount of its 2023 Notes by exercising its option to redeem all of the 2023 Notes at the redemption price set forth in the 2023 Indenture, plus accrued interest. The Company incurred $33.7 million of debt extinguishment costs, including $26.6 million of redemption premium and $7.1 million related to derecognizing unamortized debt issuance costs and premium, which is included in interest expense on the accompanying consolidated statement of operations. The payment of the redemption premium is included within payments on long-term debt within financing activities on the accompanying consolidated statement of cash flows. The outstanding principal of the 2023 Notes, net of unamortized debt issuance costs and including the premium, was approximately $591.1 million as of December 31, 2019, of which $15.0 million of principal was held by Verde, and is included in long-term debt in the accompanying consolidated balance sheet. Notes Payable The Company has entered into promissory note and disbursement agreements to finance certain equipment for its transportation fleet and building improvements. The assets financed with the proceeds from these notes serve as the collateral for each note and certain security agreements related to these assets have cross collateralization and cross default provisions with respect to one another. Each note has a fixed annual interest rate, a two Real Estate Financing The Company finances certain purchases and construction of its property and equipment through various sale and leaseback transactions. As of December 31, 2020, none of these transactions have qualified for sale accounting due to meeting the criteria for finance leases, or forms of continuing involvement, such as repurchase options or renewal periods that extend the lease for substantially all of the asset's remaining useful life, and are therefore accounted for as financing transactions. These arrangements require monthly payments and have initial terms of 20 to 25 years. Some of the agreements are subject to renewal options of up to 25 years and some are subject to base rent increases throughout the term. As of December 31, 2020 and 2019, the outstanding liability associated with these sale and leaseback arrangements, net of unamortized debt issuance costs, was approximately $384.6 million and $174.7 million, respectively, and was included in long-term debt in the accompanying consolidated balance sheets. In November 2017, the Company entered into a master sale-leaseback agreement (the "Master Sale-Leaseback Agreement" or "MSLA"), which was amended in November 2018, pursuant to which it could sell and lease back certain of its owned or leased properties and construction improvements. This agreement expired in November 2020. Under the MSLA, at any time the Company could elect to, and beginning in November 2020 or until a property owner of a leased site consented to the sale-leaseback, the purchaser had the right to demand that the Company repurchase one or more properties sold and leased back pursuant to the MSLA for an amount equal to the repurchase price. Repurchase prices were defined in each of the applicable leases and are generally the original purchase prices plus any accrued and unpaid rent. Under the MSLA, the total sales price of properties the Company could sell and lease back at any point in time was limited to $75.0 million. As of December 31, 2019, the Company could sell and lease back approximately $75.0 million of its property and equipment under the MSLA. Financing of Beneficial Interests in Securitizations Beginning in June 2019, the Company entered into secured borrowing facilities through which it finances certain retained beneficial interests in securitizations whereby the Company sells such interests and agrees to repurchase them for their fair value at a stated time of repurchase. As discussed in Note 8 — Securitizations and Variable Interest Entities, the Company has retained certain beneficial interests in securitizations pursuant to the Company’s obligations as a sponsor under Risk Retention Rules. As of December 31, 2020 and 2019, the Company has pledged approximately $81.3 million and $85.0 million, respectively, of its beneficial interests in securitizations as collateral under the repurchase agreement with expected repurchases ranging from January 2026 to September 2027. The securitization trusts distribute payments related to the Company's pledged beneficial interests in securitizations directly to the lenders, which reduces the beneficial interests in securitizations and the related debt balance. Pledged collateral levels are monitored daily and are generally maintained at an agreed-upon percentage of the fair value of the amounts borrowed during the life of the transactions. In the event of a decline in the fair value of the pledged collateral, the repurchase price of the pledged collateral will be increased by the amount of the decline. The outstanding balance of these facilities, net of unamortized debt issuance costs, was approximately $79.4 million and $82.7 million, respectively, as of December 31, 2020 and 2019, of which approximately $21.9 million and $26.4 million, respectively, is included in current portion of long-term debt in the accompanying consolidated balance sheets. The following table summarizes the aggregate maturities due in each period for notes payable, Senior Notes, and financing of beneficial interests in securitizations as of December 31, 2020. Maturities related to financing of beneficial interests in securitizations are estimated based on expected timing of payments from the securitization trusts to the lender. As of December 31, 2020 (in thousands) 2021 $ 39,764 2022 31,340 2023 21,012 2024 11,561 2025 502,750 Thereafter 600,000 Total $ 1,206,427 |