Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38073 | ||
Entity Registrant Name | CARVANA CO. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 81-4549921 | ||
Entity Address, Address Line One | 300 E. Rio Salado Parkway | ||
Entity Address, City or Town | Tempe | ||
Entity Address, State or Province | AZ | ||
Entity Address, Postal Zip Code | 85281 | ||
City Area Code | 602 | ||
Local Phone Number | 852-6604 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.2 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive Proxy Statement for its 2023 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001690820 | ||
Common Stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Class A Common Stock, Par Value $0.001 Per Share | ||
Trading Symbol | CVNA | ||
Security Exchange Name | NYSE | ||
Preferred Stock Purchase Rights | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Preferred Stock Purchase Rights | ||
Security Exchange Name | NYSE | ||
Class A | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 106,074,230 | ||
Class B | |||
Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding (in shares) | 82,900,276 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Southfield, Michigan |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 434 | $ 403 |
Restricted cash | 194 | 233 |
Accounts receivable, net | 253 | 206 |
Finance receivables held for sale, net | 1,334 | 356 |
Vehicle inventory | 1,876 | 3,149 |
Beneficial interests in securitizations | 321 | 382 |
Other current assets, including $6 and $12, respectively, due from related parties | 182 | 163 |
Total current assets | 4,594 | 4,892 |
Property and equipment, net | 3,244 | 1,560 |
Operating lease right-of-use assets, including $14 and $17, respectively, from leases with related parties | 536 | 369 |
Intangible assets, net | 70 | 4 |
Goodwill, end of year | 0 | 9 |
Other assets, including $1 and $7, respectively, due from related parties | 254 | 181 |
Total assets | 8,698 | 7,015 |
Current liabilities: | ||
Accounts payable and accrued liabilities, including $16 and $27, respectively, due to related parties | 777 | 656 |
Short-term revolving facilities | 1,534 | 2,053 |
Current portion of long-term debt | 201 | 152 |
Other current liabilities, including $4 and $3, respectively, from leases with related parties | 80 | 29 |
Total current liabilities | 2,592 | 2,890 |
Long-term debt, excluding current portion | 6,574 | 3,208 |
Operating lease liabilities, excluding current portion, including $9 and $13, respectively, from leases with related parties | 507 | 361 |
Other liabilities | 78 | 31 |
Total liabilities | 9,751 | 6,490 |
Commitments and contingencies (Note 17) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value - 50,000 shares authorized; none issued and outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Additional paid in capital | 1,558 | 795 |
Accumulated deficit | (2,076) | (489) |
Total stockholders' equity (deficit) attributable to Carvana Co. | (518) | 306 |
Non-controlling interests | (535) | 219 |
Total stockholders' equity (deficit) | (1,053) | 525 |
Total liabilities & stockholders' equity (deficit) | 8,698 | 7,015 |
Class A | ||
Stockholders' equity (deficit): | ||
Common stock | 0 | 0 |
Class B | ||
Stockholders' equity (deficit): | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Other current assets, due from related parties | $ 182 | $ 163 |
Operating lease, right-of-use asset, from leases with related parties | 536 | 369 |
Other assets, due from related parties | 254 | 181 |
Accounts payable and accrued liabilities, due to related parties | 777 | 656 |
Other current liabilities, from leases with related parties | 80 | 29 |
Operating lease liabilities, excluding current portion, from leases with related parties | $ 507 | $ 361 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 106,037,000 | 89,930,000 |
Common stock, shares outstanding (in shares) | 106,037,000 | 89,930,000 |
Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 82,900,000 | 82,900,000 |
Common stock, shares outstanding (in shares) | 82,900,000 | 82,900,000 |
Related Party | ||
Other current assets, due from related parties | $ 6 | $ 12 |
Operating lease, right-of-use asset, from leases with related parties | 14 | 17 |
Other assets, due from related parties | 1 | 7 |
Accounts payable and accrued liabilities, due to related parties | 16 | 27 |
Other current liabilities, from leases with related parties | 4 | 3 |
Operating lease liabilities, excluding current portion, from leases with related parties | $ 9 | $ 13 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Sales and operating revenues: | ||||
Net sales and operating revenues | $ 13,604,000,000 | $ 12,814,000,000 | $ 5,587,000,000 | |
Cost of sales, including $22, $65, and $4, respectively, to related parties | 12,358,000,000 | 10,885,000,000 | 4,793,000,000 | |
Gross profit | 1,246,000,000 | 1,929,000,000 | 794,000,000 | |
Selling, general and administrative expenses, including $33, $27, and $19, respectively, to related parties | 2,736,000,000 | 2,033,000,000 | 1,126,000,000 | |
Goodwill impairment | 847,000,000 | 0 | 0 | |
Interest expense, including $0, $0, and $1, respectively, to related parties | 486,000,000 | 176,000,000 | 131,000,000 | |
Other expense (income), net | 70,000,000 | 6,000,000 | (1,000,000) | |
Net loss before income taxes | (2,893,000,000) | (286,000,000) | (462,000,000) | |
Income tax provision | 1,000,000 | 1,000,000 | 0 | |
Net loss | (2,894,000,000) | (287,000,000) | (462,000,000) | |
Net loss attributable to non-controlling interests | (1,307,000,000) | (152,000,000) | (291,000,000) | |
Net loss attributable to Carvana Co. | (1,587,000,000) | (135,000,000) | (171,000,000) | |
Net loss attributable to Class A common stockholders, basic | (1,587,000,000) | (135,000,000) | (171,000,000) | |
Net loss attributable to Class A common stockholders, diluted | $ (1,587,000,000) | $ (135,000,000) | $ (171,000,000) | |
Net loss per share of Class A common stock, diluted (in dollars per share) | $ (15.74) | $ (1.63) | $ (2.63) | |
Weighted-average shares of Class A common stock, diluted (in shares) | [1] | 100,828 | 82,805 | 64,981 |
Class A | ||||
Sales and operating revenues: | ||||
Net loss per share of Class A common stock, basic (in dollars per share) | $ (15.74) | $ (1.63) | $ (2.63) | |
Weighted-average shares of Class A common stock, basic (in shares) | [1] | 100,828 | 82,805 | 64,981 |
Retail vehicle sales, net | ||||
Sales and operating revenues: | ||||
Net sales and operating revenues | $ 10,254,000,000 | $ 9,851,000,000 | $ 4,741,000,000 | |
Wholesale sales and revenues | ||||
Sales and operating revenues: | ||||
Net sales and operating revenues | 2,609,000,000 | 1,920,000,000 | 445,000,000 | |
Other sales and revenues | ||||
Sales and operating revenues: | ||||
Net sales and operating revenues | $ 741,000,000 | $ 1,043,000,000 | $ 401,000,000 | |
[1]Weighted-average shares of Class A common stock outstanding have been adjusted for unvested restricted stock awards. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Sales and revenues, from related parties | $ 13,604 | $ 12,814 | $ 5,587 |
Cost of sales, to related parties | 12,358 | 10,885 | 4,793 |
Selling, general and administrative expenses, to related parties | 2,736 | 2,033 | 1,126 |
Interest expense, to related parties | 486 | 176 | 131 |
Wholesale sales and revenues | |||
Sales and revenues, from related parties | 2,609 | 1,920 | 445 |
Other sales and revenues | |||
Sales and revenues, from related parties | 741 | 1,043 | 401 |
Related Party | |||
Cost of sales, to related parties | 22 | 65 | 4 |
Selling, general and administrative expenses, to related parties | 33 | 27 | 19 |
Interest expense, to related parties | 0 | 0 | 1 |
Related Party | Wholesale sales and revenues | |||
Sales and revenues, from related parties | 32 | 54 | 4 |
Related Party | Other sales and revenues | |||
Sales and revenues, from related parties | $ 176 | $ 208 | $ 105 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Millions | Total | Carvana Group | Follow On Public Offering | Common Stock Class A Common Stock | Common Stock Class A Common Stock Restricted Stock Units (RSUs) | Common Stock Class A Common Stock ESPP | Common Stock Class A Common Stock Follow On Public Offering | Common Stock Class B Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Carvana Group | Additional Paid-in Capital Follow On Public Offering | Accumulated Deficit | Non-controlling Interests | Non-controlling Interests Follow On Public Offering |
Stockholders' equity, beginning of period (in shares) at Dec. 31, 2019 | 50,507,000 | 101,219,000 | ||||||||||||
Stockholders' equity, beginning of the period at Dec. 31, 2019 | $ 192 | $ 0 | $ 0 | $ 281 | $ (183) | $ 94 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (462) | (171) | (291) | |||||||||||
Issuance of Class A common stock (in shares) | 234,000 | 18,333,000 | ||||||||||||
Issuance of Class A common stock, net of underwriters' discounts and commissions and offering expenses | $ 1,059 | $ 1,059 | ||||||||||||
Exchanges of LLC Units (in shares) | 7,281,000 | 5,627,000 | ||||||||||||
Adjustments to non-controlling interests related to equity offering / Exchanges of LLC Units | 33 | (644) | (33) | $ 644 | ||||||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | $ 407 | $ 407 | ||||||||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis of Carvana Group | (407) | (407) | ||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes (in shares) | (38,000) | |||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (23) | (23) | ||||||||||||
Options exercised (in shares) | 195,000 | |||||||||||||
Options exercised | 5 | 5 | ||||||||||||
Equity-based compensation | 31 | 31 | ||||||||||||
Stockholders' equity, end of the period (in shares) at Dec. 31, 2020 | 76,512,000 | 95,592,000 | ||||||||||||
Stockholders' equity, end of the period at Dec. 31, 2020 | 802 | $ 0 | $ 0 | 742 | (354) | 414 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (287) | (135) | (152) | |||||||||||
Issuance of Class A common stock (in shares) | 218,000 | |||||||||||||
Exchanges of LLC Units (in shares) | 13,145,000 | 12,692,000 | ||||||||||||
Adjustments to non-controlling interests related to equity offering / Exchanges of LLC Units | 43 | (644) | (43) | |||||||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | 908 | 908 | ||||||||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis of Carvana Group | (908) | (908) | ||||||||||||
Issuance of Class A common stock under ESPP (in shares) | 2,000 | |||||||||||||
Issuance of Class A common stock under ESPP | 1 | 1 | ||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes (in shares) | (22,000) | |||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (39) | (39) | ||||||||||||
Options exercised (in shares) | 75,000 | |||||||||||||
Options exercised | 1 | 1 | ||||||||||||
Equity-based compensation | 47 | 47 | ||||||||||||
Stockholders' equity, end of the period (in shares) at Dec. 31, 2021 | 89,930,000 | 82,900,000 | ||||||||||||
Stockholders' equity, end of the period at Dec. 31, 2021 | 525 | $ 0 | $ 0 | 795 | (489) | 219 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net loss | (2,894) | (1,587) | (1,307) | |||||||||||
Issuance of Class A common stock (in shares) | 390,000 | 15,625,000 | ||||||||||||
Issuance of Class A common stock, net of underwriters' discounts and commissions and offering expenses | $ 1,227 | 1,227 | ||||||||||||
Exchanges of LLC Units (in shares) | 46,000 | |||||||||||||
Adjustments to non-controlling interests related to equity offering / Exchanges of LLC Units | 1 | $ (554) | (1) | $ 554 | ||||||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | 22 | 22 | ||||||||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis of Carvana Group | (22) | (22) | ||||||||||||
Issuance of Class A common stock under ESPP (in shares) | 86,000 | |||||||||||||
Issuance of Class A common stock under ESPP | $ 1 | $ 1 | ||||||||||||
Contributions of Class A common stock from related party (in shares) | (128,000) | |||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (8) | (8) | ||||||||||||
Options exercised (in shares) | 88,000 | |||||||||||||
Options exercised | 3 | 3 | ||||||||||||
Equity-based compensation | 93 | 93 | ||||||||||||
Stockholders' equity, end of the period (in shares) at Dec. 31, 2022 | 106,037,000 | 82,900,000 | ||||||||||||
Stockholders' equity, end of the period at Dec. 31, 2022 | $ (1,053) | $ 0 | $ 0 | $ 1,558 | $ (2,076) | $ (535) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (2,894,000,000) | $ (287,000,000) | $ (462,000,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 261,000,000 | 105,000,000 | 74,000,000 |
Goodwill impairment | 847,000,000 | 0 | 0 |
Equity-based compensation expense | 69,000,000 | 39,000,000 | 25,000,000 |
Loss on disposal of property and equipment | 14,000,000 | 1,000,000 | 6,000,000 |
Provision for bad debt and valuation allowance | 23,000,000 | 28,000,000 | 21,000,000 |
Amortization and write-off of debt issuance costs | 27,000,000 | 11,000,000 | 8,000,000 |
Loss on early extinguishment of debt | 0 | 0 | 34,000,000 |
Unrealized loss on warrants to acquire Root Class A common stock | 80,000,000 | 24,000,000 | 0 |
Unrealized gain on beneficial interests in securitizations | (6,000,000) | (7,000,000) | (9,000,000) |
Changes in finance receivable related assets: | |||
Originations of finance receivables | (7,214,000,000) | (7,306,000,000) | (3,579,000,000) |
Proceeds from sale of finance receivables, net | 6,297,000,000 | 7,391,000,000 | 3,634,000,000 |
Gain on loan sales | (411,000,000) | (717,000,000) | (218,000,000) |
Principal payments received on finance receivables held for sale | 190,000,000 | 206,000,000 | 90,000,000 |
Other changes in assets and liabilities: | |||
Vehicle inventory | 1,354,000,000 | (2,086,000,000) | (263,000,000) |
Accounts receivable | 145,000,000 | (148,000,000) | (43,000,000) |
Other assets | (83,000,000) | (105,000,000) | (26,000,000) |
Accounts payable and accrued liabilities | (46,000,000) | 247,000,000 | 94,000,000 |
Operating lease right-of-use assets | 21,000,000 | (213,000,000) | (32,000,000) |
Operating lease liabilities | 15,000,000 | 223,000,000 | 38,000,000 |
Other liabilities | (13,000,000) | 0 | 0 |
Net cash used in operating activities | (1,324,000,000) | (2,594,000,000) | (608,000,000) |
Cash Flows from Investing Activities: | |||
Purchases of property and equipment, including $0, $0, and $22, respectively, from related parties | (512,000,000) | (557,000,000) | (360,000,000) |
Proceeds from sale of property and equipment | 44,000,000 | 0 | 0 |
Payment for acquisitions, net of cash acquired | (2,196,000,000) | 0 | 0 |
Purchases of investments | 0 | (126,000,000) | 0 |
Principal payments received on and proceeds from sale of beneficial interests | 81,000,000 | 56,000,000 | 14,000,000 |
Net cash used in investing activities | (2,583,000,000) | (627,000,000) | (346,000,000) |
Cash Flows from Financing Activities: | |||
Proceeds from short-term revolving facilities | 12,982,000,000 | 14,600,000,000 | 4,429,000,000 |
Payments on short-term revolving facilities | (13,501,000,000) | (12,587,000,000) | (4,958,000,000) |
Proceeds from issuance of long-term debt | 3,435,000,000 | 1,650,000,000 | 1,336,000,000 |
Payments on long-term debt | (165,000,000) | (73,000,000) | (654,000,000) |
Payments of debt issuance costs | (75,000,000) | (24,000,000) | (29,000,000) |
Net proceeds from issuance of Class A common stock | 1,227,000,000 | 0 | 1,059,000,000 |
Proceeds from equity-based compensation plans | 4,000,000 | 2,000,000 | 5,000,000 |
Tax withholdings related to restricted stock units and awards | (8,000,000) | (40,000,000) | (23,000,000) |
Net cash provided by financing activities | 3,899,000,000 | 3,528,000,000 | 1,165,000,000 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (8,000,000) | 307,000,000 | 211,000,000 |
Cash, cash equivalents, and restricted cash at beginning of period | 636,000,000 | 329,000,000 | 118,000,000 |
Cash, cash equivalents, and restricted cash at end of period | $ 628,000,000 | $ 636,000,000 | $ 329,000,000 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Purchases of property and equipment, from related parties | $ 512 | $ 557 | $ 360 |
Related Party | |||
Purchases of property and equipment, from related parties | $ 0 | $ 0 | $ 22 |
Business Organization
Business Organization | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization | NOTE 1 — BUSINESS ORGANIZATION Description of Business Carvana Co. and its wholly-owned subsidiary Carvana Co. Sub LLC (collectively, "Carvana Co."), together with its consolidated subsidiaries (the "Company"), is the leading e-commerce platform for buying and selling used cars. The Company is transforming the used car sales experience by giving consumers what they want - a wide selection, great value and quality, transparent pricing, and a simple, no pressure transaction. Using the website, customers can complete all phases of a used vehicle purchase transaction, including financing their purchase, trading in their current vehicle, and purchasing complementary products such as vehicle service contracts ("VSC"), auto insurance, and GAP waiver coverage. Each element of the Company's business, from inventory procurement to fulfillment and overall ease of the online transaction, has been built for this singular purpose. Organization Carvana Co. is a holding company that was formed as a Delaware corporation on November 29, 2016, for the purpose of completing its initial public offering ("IPO") and related transactions in order to operate the business of Carvana Group, LLC and its subsidiaries (collectively, "Carvana Group"). Substantially all of the Company’s assets and liabilities represent the assets and liabilities of Carvana Group, except the Company's Senior Notes (as defined in Note 10 — Debt Instruments) which were issued by Carvana Co. and guaranteed by its and Carvana Group's existing domestic restricted subsidiaries. In accordance with Carvana Group, LLC's amended and restated limited liability company agreement (the "LLC Agreement"), Carvana Co. is the sole manager of Carvana Group and conducts, directs and exercises full control over the activities of Carvana Group. There are two classes of common ownership interests in Carvana Group, Class A common units (the "Class A Units") and Class B common units (the "Class B Units"). As further discussed in Note 11 — Stockholders' Equity (Deficit), the Class A Units and Class B Units (collectively, the "LLC Units") do not hold voting rights, which results in Carvana Group being considered a variable interest entity ("VIE"). Due to Carvana Co.'s power to control and its significant economic interest in Carvana Group, it is considered the primary beneficiary of the VIE and the Company consolidates the financial results of Carvana Group. As of December 31, 2022, Carvana Co. owned approximately 55.9% of Carvana Group and the LLC Unitholders (as defined in Note 11 — Stockholders' Equity (Deficit)) owned the remaining 44.1%. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). As discussed in Note 1 — Business Organization, Carvana Group is considered a VIE and Carvana Co. consolidates its financial results due to the determination that it is the primary beneficiary. All intercompany balances and transactions have been eliminated. Liquidity The accompanying consolidated financial statements of the Company have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. Since inception, the Company has incurred losses, and expects to incur additional losses in the future as it continues to build inspection and reconditioning centers ("IRCs") and vending machines, serve more of the U.S. population, and enhance technology and software. In the second quarter of 2022, the Company completed an equity offering of 15.6 million shares of Class A common stock for net proceeds of $1.2 billion and issued a total of $3.275 billion in aggregate principal amount of 10.25% senior unsecured notes due 2030 (the "2030 Notes"). The Company used a portion of the net proceeds from the Class A common stock offering for general corporate purposes and to pay any costs, fees, and expenses incurred by it in connection with the offering. The Company used the net proceeds from the issuance and sale of the 2030 Notes (a) to finance the $2.2 billion acquisition of the U.S. physical auction business of ADESA U.S. Auction, LLC ("ADESA") and other ancillary transactions in connection therewith, and to pay related fees and expenses in connection therewith, and (b) for working capital, capital expenditures, and other general corporate purposes. In March 2022, the Company's forward flow partner committed to purchase a total of $5.0 billion of the Company's finance receivables through March 2023, and such facility had approximately $1.2 billion of unused capacity as of December 31, 2022. In January 2023, the Company and its forward flow partner amended the commitment to purchase a total of $4.0 billion of the Company's finance receivables through January 2024. In addition, the Company has a $2.2 billion floor plan facility through September 22, 2023, and $2.0 billion thereafter through March 22, 2024, and such facility had approximately $1.6 billion of unused capacity as of December 31, 2022. Management believes that current working capital, results of operations, and existing financing arrangements are sufficient to fund operations for at least one year from the financial statement issuance date. Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ materially from these judgments and estimates, which could have a material impact on the carrying values of the Company’s assets and liabilities and the results of operations. Comprehensive Loss During the years ended December 31, 2022, 2021, and 2020, the Company did not have any other comprehensive income and, therefore, the net loss and comprehensive loss were the same for all periods presented. Cash and Cash Equivalents The Company has cash deposits and cash equivalents deposited in or managed by major financial institutions. Cash equivalents include highly liquid investment instruments with original maturities of three months or less, and consist primarily of money market funds. At times the related amounts are in excess of the amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses with these financial institutions and does not believe it represents significant credit risk. Restricted Cash Amounts included in restricted cash primarily represent the deposits required under the Company's short-term revolving facilities and any undistributed amounts collected on the finance receivables pledged under the Company's finance receivable facilities as explained in Note 10 — Debt Instruments. As of December 31, 2022 and 2021, restricted cash also includes certain cash held for corporate insurance purposes. Accounts Receivable, Net Accounts receivable, net of an allowance for doubtful accounts, includes certain amounts due from customers and their finance providers. The allowance for doubtful accounts is estimated based upon historical experience, current economic conditions, and other factors and is evaluated periodically. The allowance for doubtful accounts was approximately $12 million and $20 million as of December 31, 2022 and 2021, respectively. Finance Receivables Held for Sale, Net Finance receivables include installment contracts the Company originates to its customers to facilitate vehicle sales. The Company classifies these receivables as held for sale, as it does not intend to hold the finance receivables it originates to maturity. The Company typically sells the finance receivables it originates, as explained in Note 8 — Finance Receivable Sale Agreements and Note 9 — Securitizations and Variable Interest Entities. The Company records a valuation allowance to report finance receivables at the lower of unpaid principal balance or fair value. To determine the fair value of finance receivables the Company utilizes industry-standard modeling, such as discounted cash flow analysis, factoring in the Company’s historical experience, the credit quality of the underlying receivables, loss trends and recovery rates, as well as the overall economic environment. For purposes of determining the valuation allowance, finance receivables are evaluated collectively to determine the allowance as they represent a large group of smaller-balance homogeneous loans. The allowance was approximately $36 million and $21 million as of December 31, 2022 and 2021, respectively. Principal balances of finance receivables are charged-off when the Company is unable to sell the finance receivable and the related vehicle has been repossessed and liquidated or the receivable has otherwise been deemed uncollectible. Interest income on finance receivables held for sale is recognized when earned based on contractual loan terms and is included in other sales and revenues. Loan origination costs are capitalized and recognized as a reduction to the gain on loan sale when the loans are sold. Vehicle Inventory Vehicle inventory consists of used vehicles, primarily acquired directly from customers and at auction. Direct and indirect vehicle reconditioning costs including parts and labor, inbound transportation costs and other incremental overhead costs are capitalized as a component of inventory. Inventory is stated at the lower of cost or net realizable value. Vehicle inventory cost is determined by specific identification. Net realizable value is the estimated selling price less costs to complete, dispose and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent market resources. Each reporting period the Company recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales in the accompanying consolidated statements of operations. Property and Equipment Property and equipment consists of land, buildings and improvements, transportation fleet equipment, software, and furniture, fixtures and equipment and is stated at cost less accumulated depreciation and amortization. Repairs and maintenance costs that extend the life or utility of an asset are also capitalized. Ordinary repairs and maintenance are charged to expense as incurred. Costs incurred during construction are capitalized as construction in progress and reclassified to the appropriate fixed asset categories when the project is completed. In addition, interest on borrowings during the active construction period of construction projects is capitalized and depreciated over the estimated useful lives of the related assets. Costs incurred during the preliminary project planning phase are charged to expense as incurred. The Company capitalizes direct costs of materials and services consumed in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Depreciation and amortization are computed using the straight-line method over the lesser of the remaining lease term or the following estimated useful lives: Buildings and improvements 15-30 years Transportation fleet equipment 5-6 years Software 3 years Furniture, fixtures and equipment 3-5 years Management reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company compares the sum of estimated undiscounted future cash flows expected to result from the use of the asset to the carrying value of the asset. When the carrying value of the asset exceeds its estimated undiscounted future cash flows, the Company recognizes an impairment charge for the amount by the which the carrying value of the asset exceeds the fair value of the asset. The Company periodically reassesses the useful lives of its long-lived assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. The Company recorded no impairment charges during the years ended December 31, 2022, 2021, and 2020. See Note 4 — Property and Equipment, Net for additional information on property and equipment. Goodwill and Intangible Assets Intangible assets are recognized and recorded at their acquisition date fair values. Definite-lived intangible assets consist of developed technology, customer relationships, and non-compete agreements and are amortized on a straight-line basis over their estimated useful lives. The Company determined the useful lives of its definite-lived intangible assets based on multiple factors including technological obsolescence, the make-up of the acquired customer base and expected attrition, and the period over which expected cash flows are used to measure the fair value of the intangible asset at acquisition. The Company periodically reassesses the useful lives of its definite-lived intangible assets when events or circumstances indicate that useful lives have significantly changed from the previous estimate. No impairment charges related to intangible assets were recognized during the years ended December 31, 2022, 2021, or 2020. Goodwill represents the excess purchase price over the fair value of the net assets acquired. Goodwill is not amortized but is tested annually during the second quarter or more frequently when events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has one operating segment, which is its reporting unit; therefore, management analyzes goodwill associated with all of its operations when analyzing for potential impairment. When conducting annual or interim impairment assessments, if applicable, a two-step process is used. First, an optional qualitative evaluation is performed as to whether it is more likely than not that the fair value of the Company's sole reporting unit is less than its carrying value, using an assessment of relevant events and circumstances. In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, an evaluation of macroeconomic conditions as they relate to the business, industry and market trends, as well as the overall future financial performance of the reporting unit. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying value, no additional tests are performed. However, if the Company concludes otherwise or elects not to perform the qualitative assessment, the Company performs a second step consisting of a quantitative assessment of goodwill impairment. This assessment requires the Company to compare the fair value of its reporting unit with its carrying value, which was negative as of December 31, 2022. If the carrying amount exceeds the fair value, an impairment charge will be recognized. In performing this assessment, the Company is required to make assumptions and judgments including, but not limited to, financial projections, discount rate, and future market conditions. See Note 5 — Goodwill and Intangible Assets for further information on valuation methodology and impairment of goodwill during the year ended December 31, 2022. No impairment charges related to goodwill were recognized during the years ended December 31, 2021 or 2020. Leases The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Right-of-use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company assesses whether the lease is an operating or finance lease at its inception. Operating lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. To calculate the present value, the Company uses the implicit rate in the lease when readily determinable. However, the Company's leases generally do not provide an implicit rate and it uses its incremental borrowing rate. The incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, it uses uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate. The operating lease ROU asset is the initial lease liability adjusted for any prepayments, initial indirect costs incurred by the Company, and lease incentives. The Company's operating leases are included in operating lease right-of-use assets, other current liabilities, and operating lease liabilities on the accompanying consolidated balance sheets. The Company's finance leases are included in property and equipment and long-term debt on the accompanying consolidated balance sheets. Securitizations and Variable Interest Entities The Company reviews subsidiaries and affiliates, as well as other entities, to determine if they should be considered VIEs, and whether it should change the consolidation determinations based on changes in their characteristics. The Company considers an entity a VIE if its equity investors own an interest therein that lacks the characteristics of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or if the entity is structured with non-substantive voting interests. A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company evaluates whether it has variable interests in the VIE and if so, if it is the primary beneficiary of the VIE on an ongoing basis. The Company consolidates VIEs when it is deemed to be the primary beneficiary. The Company sponsors asset-backed securitization transactions. These transactions often result in the creation of securitization trusts, which are VIEs. To comply with Regulation RR of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Risk Retention Rules") the Company retains at least a 5% interest in the credit risk of the underlying finance receivables, which it accomplishes by retaining at least a 5% interest in each security issued by the securitization trusts. Typically, this includes notes and certificates, which are presented as beneficial interests in securitizations on the accompanying consolidated balance sheets. Other Assets Other current assets consist of various items, including, among other items, software licenses and subscriptions, prepaid expenses, the estimated reserve for vehicle inventory returns, the current portion of the purchase price adjustment receivables based on the performance of the Company's finance receivables, the current portion of the receivable related to the excess cash reserves over realized claims of vehicle service contracts ("VSCs"), and deposits. Other assets consist of various items, including, among other items, investment in equity instruments (as further discussed in Note 18 — Fair Value of Financial Instruments), the purchase price adjustment receivables based on the performance of the Company's finance receivables, the receivable related to the excess cash reserves over realized claims of VSCs, deposits, and debt issuance costs on revolving debt instruments. Accrued Liabilities Accrued liabilities consist of various items payable within one year, including, among other items, accruals for capital expenditures, sales tax, compensation and benefits, vehicle licenses and fees, interest expense, reserves for returns and cancellations, and advertising expenses. Other Liabilities As of December 31, 2022 and 2021, other current liabilities primarily consist of the current portion of operating lease liabilities. Other liabilities consist of various items to be recognized beyond one year, including the deferred revenue associated with Root Warrants (as further discussed in Note 18 — Fair Value of Financial Instruments). Revenue Recognition The Company recognizes revenue in accordance with the five-step model prescribed by ASC 606 that includes: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied. Retail Vehicle Sales The Company sells retail vehicles directly to its customers through its website. The prices of retail vehicles are set forth in the customer contracts at stand-alone selling prices which are agreed upon prior to delivery. The Company satisfies its performance obligation for retail vehicle sales upon delivery when the risks and rewards of ownership and control pass to the customer. The Company recognizes revenue at the agreed upon purchase price stated in the contract, including any delivery charges, less an estimate for returns. Estimates for returns are based on an analysis of historical experience, trends and sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. The amount of consideration received for retail vehicle sales includes noncash consideration representing the value of trade-in vehicles, if applicable, as stated in the contract. Prior to the delivery of the vehicle, the payment is received or financing has been arranged. Payments from customers that finance their purchases with third parties are typically due and collected within 30 days of delivery of the retail vehicle. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. Wholesale Sales and Revenues The Company sells vehicles to wholesalers. These vehicles sold to wholesalers are primarily acquired from customers and do not meet the Company’s quality standards to list and sell through its website. The Company satisfies its performance obligation for wholesale sales and revenues when the wholesale purchaser obtains control of the underlying vehicle, which is upon delivery or pick up at an auction when the transfer of title, risks and rewards of ownership, and control pass to the wholesale purchaser. The Company recognizes revenue at the amount it expects to receive for the used wholesale vehicle, which is the fixed price determined at the auction, or for wholesale marketplace transactions, at the amount it expects to receive for auction fees charged in facilitating the transaction. The purchase price of the wholesale vehicle is typically due and collected within 30 days of delivery of the wholesale vehicle and auction fees are typically due within two days of a completed sale. Other Sales and Revenues Other sales and revenues include gains on the sales of finance receivables, commissions on VSCs, GAP waiver coverage, and customer insurance and interest income received on finance receivables prior to selling them to investors. Customers purchasing retail vehicles from the Company may enter into contracts for VSCs and, if they finance with the Company, GAP waiver coverage. The prices of VSCs and GAP waiver coverage are set forth in each contract. The Company sells and receives a commission on VSCs under a master dealer agreement with DriveTime, pursuant to which the Company sells VSCs that DriveTime administers and is the obligor. The Company receives a commission on GAP waiver coverage contracts where the administrator of the contract is obligated to reimburse the holder of the underlying finance receivable for a balance that is in excess of the value of the financed vehicle in the event of a total loss. The Company recognizes commission revenue at the time of sale, net of a reserve for estimated contract cancellations. GAP waiver coverage contracts obligate whoever holds the underlying finance receivable to not attempt collection of a balance that is in excess of the value of the financed vehicle in the event of a total loss. GAP waiver coverage is recognized as the performance obligation is satisfied over the period of coverage, generally on a straight-line basis over the expected period the outstanding balance of the related finance receivable will exceed the value of the financed vehicle, less a reserve for cancellations. Upon selling the corresponding finance receivable, the Company recognizes any remaining deferred revenue. The reserve for cancellations of VSCs and GAP waiver coverage contracts is estimated based upon historical experience and recent trends and is reflected as a reduction of other sales and revenues. Changes in these estimates are reflected as an adjustment to other sales and revenues in the period identified. Under the master dealer agreement with DriveTime, the Company is also contractually entitled to receive profit-sharing revenues based on the performance of the VSCs once a required claims period has passed. This is a form of variable consideration the Company recognizes as revenue to the extent that it is probable that it will not result in a significant revenue reversal. The Company applies the expected value method, utilizing expected VSC performance based on historical claims and cancellation data from its customers, as well as other qualitative assumptions to estimate the amount it expects to receive. The Company reassesses the estimate each reporting period with any changes reflected as an adjustment to other sales and revenues in the period identified. Profit-sharing payments will begin when the underlying VSCs reach a specified level of claims history. As of December 31, 2022 and 2021, the Company had ending receivables of approximately $8 million and $19 million, respectively, related to cumulative profit-sharing payments recognized as revenue to which it expects to be entitled. The receivables are included in other current assets and other assets on the accompanying consolidated balance sheets. The Company accounts for sales of finance receivables in accordance with ASC Topic 860, Transfers and Servicing of Financial Assets ("ASC 860"). ASC 860 states that a transfer of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset in which the transferor surrenders control over those financial assets is accounted for as a sale only if all of the following conditions are met: • The transferred financial assets have been isolated from the transferor - put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership. • Each transferee has the right to pledge or exchange the assets (or beneficial interests) it received, and no condition both constrains the transferee (or third-party holder of its beneficial interests) from taking advantage of its right to pledge or exchange the asset and provides more than a trivial benefit to the transferor. • The transferor, its consolidated affiliates included in the financial statements being presented or its agents do not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. For the years ended December 31, 2022, 2021, and 2020, all transfers of finance receivables met the requirements for sale treatment. The Company records the gain on the sale of a finance receivable upon receipt of proceeds, in an amount equal to the fair value of the net proceeds received less the carrying amount of the finance receivable. The Company has made customary representations related to the sales of finance receivables. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the receivables would be accrued if probable and estimable in accordance with ASC 450, Contingencies . Any such obligations are considered in the Company's determination of the accounting for the transfers of the finance receivables under ASC Topic 860, Transfers and Servicing of Financial Assets. Cost of Sales Cost of sales includes the cost to acquire used vehicles and direct and indirect vehicle reconditioning costs associated with preparing the vehicles for resale. Vehicle reconditioning costs include parts, labor, inbound transportation costs, and other incremental overhead costs, which are allocated to inventory via specific identification and standard costing. Occupancy and labor costs not related to vehicle acquisition or reconditioning, including those incurred in connection with expanding production capacity, are expensed as incurred as a component of selling, general and administrative expense. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Selling, General, and Administrative Expenses Selling, general, and administrative ("SG&A") expenses primarily include compensation and benefits, advertising, depreciation expense, facilities costs, technology expenses, logistics and fulfillment expenses, and other administrative expenses. SG&A expenses exclude the costs related to reconditioning vehicles and inbound transportation, which are included in cost of sales, and payroll costs of employees related to the development of software products for internal use, which are capitalized to software and depreciated over the estimated useful lives of the related assets. Advertising Costs Advertising production costs are expensed the first time the advertising takes place. All other advertising costs are expensed as incurred. Advertising expenses are included in SG&A expenses on the accompanying consolidated statements of operations. Advertising expense was approximately $490 million, $479 million, and $286 million during the years ended December 31, 2022, 2021, and 2020, respectively. Equity-Based Compensation The Company classifies equity-based awards granted in exchange for services as either equity awards or liability awards. The classification of an award as either an equity award or a liability award is generally based upon cash settlement options. Equity awards are measured based on the fair value of the award at the grant date. Liability awards are re-measured to fair value each reporting period. The Company recognizes equity-based compensation on a straight-line basis over the award’s requisite service period, which is generally the vesting period of the award, less actual forfeitures. No compensation expense is recognized for awards for which participants do not render the requisite services. For equity and liability awards earned based on performance or upon occurrence of a contingent event, when and if the awards will be earned is estimated. If an award is not considered probable of being earned, no amount of equity-based compensation is recognized. If the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. To the extent the estimate of awards considered probable of being earned changes, the amount of equity-based compensation recognized will also change. See Note 13 — Equity-Based Compensation for additional information on equity-based compensation. Shipping and Handling The Company's logistics costs related to transporting its used vehicle inventory include fuel, maintenance, and depreciation related to operating its own transportation fleet, and third-party transportation fees. The portion of these costs related to inbound transportation from the point of acquisition to the inspection and reconditioning center are capitalized to inventory and then included in cost of sales when the related used vehicle is sold. Logistics costs not included in cost of sales are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and were approximately $235 million, $148 million, and $77 million during the years ended December 31, 2022, 2021, and 2020, respectively, excluding compensation and benefits. Defined Contribution Plan The Company sponsors a qualified 401(k) retirement plan (defined contribution plan) for its employees. The plan covers substantially all employees who have attained the age of 18. Participants may voluntarily contribute to the plan up to the maximum limits established by Internal Revenue Service regulations. The Company provides matching contributions of 40% up to the first 6% of an employee’s compensation, which vests evenly over the employee’s initial five-year service period. On January 1, 2022, the plan was amended whereby prospective participants' employer matching contributions vest evenly over the employee's initial four-year service period. Employer contributions to the plan, net of forfeitures, were approximately $8 million, $5 million, and $3 million for the years ended December 31, 2022, 2021, and 2020, respectively. Employer contributions are included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. Derivative Instruments and Hedging Activities The Company from time to time enters into short-term derivative instruments to manage risks arising from its business operations and economic conditions, primarily cash flow variability that may arise from interest rate changes between the time the Company originates finance receivables and the time it sells them through securitizations. The Company does not designate these derivative instruments as hedges under ASC 815, Derivatives and Hedging for hedge accounting treatment and as a result they are accounted for as economic hedges. Gains and losses related to the derivative instruments are included within other sales and revenues |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | NOTE 3 — BUSINESS COMBINATIONS Acquisition of ADESA U.S. Physical Auction Busines s On May 9, 2022, the Company completed its previously announced acquisition of 100% of the equity interests in the U.S. physical auction business of ADESA from KAR Auction Services, Inc. for approximately $2.2 billion in cash. Proceeds from the issuance and sale of the 2030 Notes were used to fund the acquisition. The acquisition included 56 auction sites throughout the U.S. with 6.5 million square feet of buildings on more than 4,000 acres of land, significantly expanding the Company's infrastructure and enhancing its customer offering by facilitating a broader selection of vehicles and faster delivery times. The following table summarizes the allocation of the purchase price consideration to identifiable assets acquired and liabilities assumed as of December 31, 2022: Purchase Price Allocation (in millions) Assets Acquired Current assets $ 208 Property and equipment 1,281 Operating lease right-of-use assets 188 Intangible assets 79 Other assets 1 Total Assets Acquired 1,757 Liabilities Assumed Current liabilities 233 Operating lease liabilities 167 Total Liabilities Assumed 400 Net Assets Acquired 1,357 Purchase price consideration 2,195 Goodwill $ 838 Identifiable intangible assets acquired consist of the following: Fair Value Useful Life Customer relationships $ 50 10 years Developed technology $ 29 3 years Customer relationships were valued using the multi-period excess earnings method of the income approach. Developed technology was valued using the replacement cost method of the cost approach. Significant assumptions used in the valuations were revenues and attrition rate and are classified as Level 3 due to the lack of observable market data. No residual values were assigned to the customer relationships and developed technology intangible assets and they are amortized on an economic useful life basis commensurate with future anticipated cash flows and straight line, respectively. As of December 31, 2022, the remaining weighted-average amortization period for the intangible assets acquired was approximately 6.6 years. Real property was valued using market comparable transactions of the market approach, for which the key assumption is the similarity of the acquired property to market comparable transactions. Personal property was valued using the replacement cost method of the cost approach, for which the key assumptions are the costs of similar personal property in new condition and economic obsolescence rates. The acquisition resulted in the recognition of $838 million of goodwill, which is deductible for tax purposes and represents the future economic benefits expected to arise from anticipated synergies and intangible assets that do not qualify for separate recognition, including an assembled workforce, non-contractual relationships and other agreements. For the year ended December 31, 2022, the Company recognized $490 million of wholesale sales and revenues, $472 million of cost of sales, and a net loss of $101 million from ADESA operations, which includes $83 million of depreciation and amortization, including acquired intangible assets amortization expense of $15 million. The following unaudited pro forma combined results of operations information for the year ended December 31, 2022 and 2021 have been prepared as if the ADESA Acquisition occurred on January 1, 2021: Unaudited Year ended December 31, 2022 2021 (in millions) Revenues $ 13,903 $ 13,675 Net loss $ (3,024) $ (571) Net loss attributable to non-controlling interests (1,343) (276) Net loss attributable to Carvana Co. $ (1,681) $ (295) Net loss per share of Class A common stock - basic and diluted $ (15.89) $ (3.00) Weighted-average shares of Class A common stock - basic and diluted 105,808 98,459 The unaudited pro forma combined results of operations information reflect the following pro forma adjustments: Unaudited Year ended December 31, 2022 2021 (in millions) Interest expense $ 123 $ 345 Lease expense $ 5 $ (16) Depreciation and amortization expense $ 13 $ (6) Intercompany revenues and cost of sales $ (7) $ (20) The unaudited pro forma combined results of operations information is provided for informational purposes only and is not necessarily intended to represent the results that would have been achieved had the ADESA Acquisition been consummated on January 1, 2021 or indicative of the results that may be achieved in the future. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 4 — PROPERTY AND EQUIPMENT, NET The following table summarizes property and equipment, net, as of December 31, 2022 and 2021: December 31, 2022 2021 (in millions) Land and site improvements $ 1,331 $ 303 Buildings and improvements 1,267 643 Transportation fleet 673 347 Software 245 169 Furniture, fixtures, and equipment 158 97 Total property and equipment excluding construction in progress 3,674 1,559 Less: accumulated depreciation and amortization on property and equipment (564) (294) Property and equipment excluding construction in progress, net 3,110 1,265 Construction in progress 134 295 Property and equipment, net $ 3,244 $ 1,560 Depreciation and amortization expense on property and equipment was approximately $346 million, $153 million, and $92 million for the years ended December 31, 2022, 2021, and 2020, respectively, of which $183 million, $103 million, and $72 million was recorded to selling, general, and administrative expense, respectively, $49 million, $26 million, and $10 million was capitalized to vehicle inventory, respectively, and $114 million, $24 million, and $10 million was recorded to cost of sales, respectively, including $52 million, $24 million, and $10 previously capitalized to vehicle inventory. The Company capitalized internal use software costs totaling approximately $85 million, $59 million, and $49 million during the years ended December 31, 2022, 2021, and 2020, respectively, which is included in software and construction in progress in the table above. The Company capitalized approximately $68 million, $45 million, and $36 million during the years ended December 31, 2022, 2021, and 2020, respectively, of payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use. The Company capitalizes interest in connection with various construction projects to build, upgrade, or remodel certain of its facilities. During the years ended December 31, 2022, 2021, and 2020, the Company incurred total interest costs, net of interest income, of approximately $503 million, $185 million, and $139 million, respectively, of which approximately $17 million, $9 million, and $8 million, respectively, were capitalized. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 5 — GOODWILL AND INTANGIBLE ASSETS The following table summarizes goodwill and intangible assets, net as of December 31, 2022 and 2021: December 31, 2022 2021 (in millions) Intangible assets: Customer relationships $ 50 $ — Developed technology 41 9 Non-compete agreements 1 1 Intangible assets, acquired cost 92 10 Less: accumulated amortization (22) (6) Intangible assets, net $ 70 $ 4 Goodwill, beginning of year $ 9 $ 9 ADESA Acquisition 838 — Impairment (847) — Goodwill, end of year $ — $ 9 During the fourth quarter of 2022, the Company's market capitalization declined significantly, with a closing stock price on December 27, 2022 at a historic low of $3.72 per share of Class A common stock. Management determined that a triggering event had occurred, indicating it was more likely than not that the fair value of the Company's single reporting unit was less than its carrying value as of December 31, 2022. Therefore, management performed a quantitative goodwill impairment test for the Company's reporting unit as of December 31, 2022 and as a result recorded a non-cash goodwill impairment charge of $847 million, which is reflected as Goodwill impairment in the accompanying consolidated statements of operations. The quantitative goodwill impairment test requires a determination of whether the fair value of a reporting unit is less than the carrying value. As of December 31, 2022, and because the Company's single reporting unit had a negative carrying value, management utilized an enterprise value-based income approach to determine the fair value of the reporting unit. The income approach discounts projected free cash flows of the reporting unit at a computed weighted average cost of capital as the discount rate. The income approach requires the use of significant estimates and assumptions, which include revenue growth rates and future operating margins used to calculate projected future cash flows, weighted average cost of capital, and future economic and market conditions. In connection with this process, management also reconciled the estimated fair value of the Company's single reporting unit to its market capitalization, including consideration of a reasonable control premium, based upon the average price of the Company's Class A common stock over a reasonable period as of the measurement date. Management bases the cash flow forecasts on its knowledge of the automotive industry, recent performance of the Company, its expectations of future performance, and other assumptions management believes to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. Amortization expense was approximately $16 million, $2 million and $2 million during the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, the remaining weighted-average amortization period for definite-lived intangible assets was approximately 6.0 years. The anticipated annual amortization expense to be recognized in future years as of December 31, 2022 is as follows: Expected Future Amortization (in millions) 2023 $ 18 2024 18 2025 14 2026 7 2027 5 Thereafter 8 Total $ 70 |
Accounts Payable and Other Accr
Accounts Payable and Other Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Accrued Liabilities | NOTE 6 — ACCOUNTS PAYABLE AND OTHER ACCRUED LIABILITIES The following table summarizes accounts payable and other accrued liabilities as of December 31, 2022 and 2021: December 31, 2022 2021 (in millions) Accounts payable, including $16 and $27, respectively, due to related parties $ 232 $ 141 Accrued interest expense 99 42 Sales taxes and vehicle licenses and fees 76 102 Accrued compensation and benefits 65 45 Reserve for returns and cancellations 60 44 Customer deposits 23 34 Accrued property and equipment 10 85 Accrued advertising costs 7 40 Other accrued liabilities 205 123 Total accounts payable and other accrued liabilities $ 777 $ 656 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 7 — RELATED PARTY TRANSACTIONS Lease Agreements In November 2014, the Company and DriveTime Automotive Group (together with its consolidated affiliates, collectively, "DriveTime"), a related party of the Company due to Ernest Garcia II, Ernest Garcia III, and entities controlled by one or both of them (collectively the "Garcia Parties") controlling and owning substantially all of the interests in DriveTime, entered into a lease agreement that governs the Company’s access to and utilization of temporary storage, reconditioning, offices and parking space at various DriveTime facilities, including hubs and IRCs (the "DriveTime Lease Agreement"). The DriveTime Lease Agreement was most recently amended in December 2018. Lease duration varies by location, with the hub locations having cancellable terms, provided 60 days' prior written notice is given, expiring between 2023 and 2026. The Company has the right to exercise up to two consecutive one-year renewal options at up to ten of these hub locations, less the number of locations renewed under the DriveTime Hub Lease Agreement described below. In March 2017, the Company and DriveTime entered into a lease agreement that governs the Company's access to and utilization of office and parking space at various DriveTime facilities (the "DriveTime Hub Lease Agreement"). The DriveTime Hub Lease Agreement was most recently amended in July 2021. There is one facility remaining under the DriveTime Hub Lease Agreement, which has a cancellable term, provided 60 days' prior written notice is given, and expires in 2023. The Company has the right to exercise up to two consecutive one-year renewal options at up to ten locations, under the DriveTime Hub Lease Agreement and the DriveTime Lease Agreement described above. The hub locations under the DriveTime Lease Agreement and the DriveTime Hub Lease Agreement both have cancellable lease terms of less than twelve months with rights to terminate at the Company's election with 60 days' prior written notice and extension options as described above. At non-reconditioning locations, it is not reasonably certain that the Company will exercise its options to extend the leases or abstain from exercising its termination rights within these lease agreements to create a lease term greater than one year and therefore the Company accounts for them as short-term leases. For these locations, the Company makes variable monthly lease payments based on its pro rata utilization of space at each facility plus a pro rata share of each facility’s actual insurance costs and real estate taxes. Management has determined that the costs allocated to the Company are based on a reasonable methodology. The DriveTime Lease Agreement includes the Blue Mound and Delanco IRCs. At both of these locations, the Company expects the lease to continue beyond twelve months, therefore those locations are not considered short-term leases. The Company occupies all of the space at these IRCs and makes monthly lease payments based on DriveTime's actual rent expense. In addition, the Company is responsible for the actual insurance costs and real estate taxes at these IRC locations. At all locations, the Company is additionally responsible for paying for any tenant improvements it requires to conduct its operations. Management has determined that the costs allocated to the Company are based on a reasonable methodology. In 2016 and 2018, the Company entered into lease agreements related to an IRC in Tolleson, Arizona, with Verde Investments, Inc., an affiliate of DriveTime ("Verde"), with an initial term of approximately 15 years. In September 2020, to consummate a sale leaseback transaction with an unrelated third party, the Company exercised a pre-existing option to purchase the leased land and related assets from Verde for its net book value of $22 million thus terminating the lease agreement. The Company immediately sold such land and related assets along with the Company's leasehold improvements at the IRC to a third party who simultaneously leased back the land and the IRC to the Company. In February 2017, the Company entered into a lease agreement with DriveTime for sole occupancy of a fully operational IRC in Winder, Georgia. The lease has an initial term of eight years, subject to the Company's ability to exercise three renewal options of five years each. In November 2018, the Company entered into a sublease agreement from DriveTime of a fully operational IRC near Cleveland, Ohio. The lease had an initial term of three years, subject to the Company's ability to exercise three renewal options of five years each. In July 2021, the Company exercised the first renewal option to extend through October 2026 and agreed to assume the lease from DriveTime effective October 1, 2021. Expenses related to these operating lease agreements are allocated based on usage to inventory and selling, general and administrative expenses in the accompanying consolidated balance sheets and statements of operations. Costs allocated to inventory are recognized as cost of sales when the inventory is sold. Total costs related to these operating lease agreements, including those noted above, were $4 million, $5 million, and $7 million, for the years ended December 31, 2022, 2021, and 2020, respectively, allocated between inventory and selling, general, and administrative expenses. In February 2019, the Company entered into an agreement to assume a lease of an IRC near Nashville, Tennessee that DriveTime leased from an unrelated landlord. The Company and the unrelated landlord mutually agreed to terminate this lease early, effective December 31, 2022, in exchange for an early termination payment. Office Leases In September 2016, the Company entered into a lease for office space in Tempe, Arizona. In connection with that lease, the Company entered into a sublease with DriveTime for the use of another floor in the same building. The lease and sublease each have a term of 83 months, subject to the right to exercise three five-year extension options. Pursuant to the sublease, the Company will pay the rent equal to the amounts due under DriveTime's master lease directly to DriveTime's landlord. The rent expense incurred related to this first floor sublease was $1 million during each of the years ended December 31, 2022, 2021, and 2020. In December 2019, Verde purchased an office building in Tempe, Arizona that the Company leased from an unrelated landlord prior to Verde's purchase. In connection with the purchase, Verde assumed that lease. The lease has an initial term of ten years, subject to the right to exercise two five-year extension options. The rent expense incurred under the lease with Verde was $1 million during each of the years ended December 31, 2022, 2021, and 2020. Wholesale Sales and Revenues DriveTime purchases and sells wholesale vehicles from the Company through competitive online auctions that are managed by an unrelated third party, and through the Company's wholesale marketplace platform. The Company recognized $32 million, $54 million, and $4 million of wholesale sales and revenues from DriveTime during the years ended December 31, 2022, 2021, and 2020, respectively. Retail Vehicle Acquisitions and Reconditioning During the second quarter of 2021, the Company began acquiring reconditioned retail vehicles from DriveTime. The purchase price of each vehicle was equal to the wholesale price of the vehicle plus a fee for transportation and reconditioning services. In addition, DriveTime performs reconditioning services for the Company at DriveTime reconditioning centers. As of December 31, 2022, and 2021, $1 million and $19 million, respectively, of these vehicles were included in vehicle inventory in the accompanying consolidated balance sheets. The Company also recognized $22 million and $62 million of cost of goods sold during the years ended December 31, 2022 and 2021, respectively. Master Dealer Agreement In December 2016, the Company entered into a master dealer agreement with DriveTime (the "Master Dealer Agreement"), pursuant to which the Company may sell VSCs to customers purchasing a vehicle from the Company. The Company earns a commission on each VSC sold to its customers and DriveTime is obligated by and subsequently administers the VSCs. The Company collects the retail purchase price of the VSCs from its customers and remits the purchase price net of commission to DriveTime. During the years ended December 31, 2022, 2021, and 2020, the Company recognized $176 million, $186 million, and $94 million, respectively, of commissions earned on VSCs sold to its customers and administered by DriveTime, net of a reserve for estimated contract cancellations. The commission earned on the sale of these VSCs is included in other sales and revenues in the accompanying consolidated statements of operations. In November 2018, the Company amended the Master Dealer Agreement to allow the Company to receive payments for excess reserves based on the performance of the VSCs versus the reserves held by the VSC administrator, once a required claims period for such VSCs has passed. In August 2020 and April 2021, the Company and DriveTime amended the Master Dealer Agreement to adjust excess reserve payment calculations and timing and the scope of DriveTime's after-sale administration services, respectively. During the years ended December 31, 2022, 2021, and 2020, the Company recognized less than $1 million, $20 million, and $11 million, respectively, related to payments for excess reserves to which it expects to be entitled, which is included in other sales and revenues in the accompanying consolidated statements of operations. Beginning in 2017, DriveTime also administers the Company's limited warranty provided to all customers and a portion of the Company's GAP waiver coverage under the Master Dealer Agreement. The Company pays a per-vehicle fee to DriveTime to administer the limited warranty included with every purchase and prior to the first quarter of 2020 paid a per-contract fee to DriveTime to administer a portion of the GAP waiver coverage it sells to its customers. Since the first quarter of 2020, the Company's GAP waiver coverage sales have been administered by an unrelated party. The Company incurred $18 million, $15 million, and $6 million during the years ended December 31, 2022, 2021, and 2020, respectively, related to the administration of limited warranty and GAP waiver coverage. Profit Sharing Agreement In June 2018, the Company entered into an agreement with an unaffiliated third party, pursuant to which the Company would sell certain Road Hazard ("RH") and Pre-Paid Maintenance ("PPM") contracts. Under this agreement, third parties would administer the RH and PPM contracts, including providing customer and administrative services, and pay a profit sharing component to the Company. In 2022, the Company began selling equivalent offerings from DriveTime, pursuant to the Master Dealer Agreement discussed above, and all rights and obligations in connection with existing RH and PPM contracts were transferred to DriveTime (the "Transferred Contracts"). Finally, in December 2022, the Company entered into a profit sharing agreement with DriveTime with regard to the Transferred Contracts (the "Profit Sharing Agreement"). During the year ended December 31, 2022, the Company recognized approximately $3 million related to payments under the Profit Sharing Agreement to which it expects to be entitled. Servicing and Administrative Fees DriveTime provides servicing and administrative functions associated with the Company's finance receivables. The Company incurred expenses of $10 million, $6 million, and $6 million for the years ended December 31, 2022, 2021, and 2020, respectively, related to these services. Aircraft Time Sharing Agreement The Company entered into an agreement to share usage of two aircraft owned by Verde and operated by DriveTime on October 22, 2015, and the agreement was subsequently amended in 2017. Pursuant to the agreement, the Company agreed to reimburse DriveTime for actual expenses for each of its flights. The original agreement was for 12 months, with perpetual 12-month automatic renewals. Either the Company or DriveTime can terminate the agreement with 30 days’ prior written notice. The Company reimbursed DriveTime less than $1 million during each of the years ended December 31, 2022, 2021, and 2020 under this agreement. Shared Services Agreement with DriveTime In November 2014, the Company and DriveTime entered into a shared services agreement whereby DriveTime provided certain accounting and tax, legal and compliance, information technology, telecommunications, benefits, insurance, real estate, equipment, corporate communications, software and production, and other services primarily to facilitate the transition of these services to the Company on a standalone basis (the "Shared Services Agreement"). The Shared Services Agreement was most recently amended and restated in February 2021 and operates on a year-to-year basis, with the Company having the right to terminate any or all services with 30 days' prior written notice and DriveTime having the right to terminate any or all services with 90 days' prior written notice. Charges allocated to the Company are based on the Company’s actual use of the specific services detailed in the Shared Services Agreement. The Company incurred less than $1 million in expenses related to the Shared Services Agreement during each of the years ended December 31, 2022, 2021, and 2020. Accounts Payable Due to Related Party As of December 31, 2022 and 2021, $16 million and $27 million, respectively, was due to related parties primarily related to the agreements mentioned above, and is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheets. Contributions of Class A Common Stock From Ernest Garcia III On January 5, 2022, in recognition of the Company selling its 1 millionth vehicle in the fourth quarter of 2021, the Company's CEO, Ernest Garcia III ("Mr. Garcia"), committed to giving then-current employees 23 shares of Class A common stock from his personal shareholdings once employees reach their two-year employment anniversary ("CEO Milestone Gift" or "Gift"). As a result and during the three months ended March 31, 2022, the Company granted 23 restricted stock units ("RSUs") to each current employee, which vest after they complete their second year of employment, for a total of 435,035 RSUs granted during the period. For every gift that vests, and pursuant to a contribution agreement (the "Contribution Agreement") entered into by and between the Company and Mr. Garcia on February 22, 2022, Mr. Garcia contributes to the Company, at the end of each fiscal quarter, the number of shares of Class A common stock, granted pursuant to the CEO Milestone Gift, that have vested during such quarter. The shares contributed shall be shares of Class A common stock that Mr. Garcia individually owns, at no charge. The contribution is intended to fund RSU awards to certain employees of the Company upon their satisfying the applicable employment tenure requirements. During the year ended December 31, 2022, 128,133 RSUs vested and were contributed by Mr. Garcia. Although the Company does not expect Mr. Garcia to incur any tax obligations related to the contribution, the Company has agreed to indemnify Mr. Garcia from any such obligations that may arise. |
Finance Receivable Sale Agreeme
Finance Receivable Sale Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Transfers and Servicing [Abstract] | |
Finance Receivable Sale Agreements | NOTE 8 — FINANCE RECEIVABLE SALE AGREEMENTS The Company originates loans for its customers and sells them to partners and investors pursuant to finance receivable sale agreements. Historically, the Company has sold loans through two types of arrangements: forward flow agreements, including a master purchase and sale agreement and master transfer agreements, and fixed pool loan sales, including securitization transactions. Master Purchase and Sale Agreement In December 2016, the Company entered into a master purchase and sale agreement (the "Master Purchase and Sale Agreement" or "MPSA") with Ally Bank and Ally Financial Inc. (collectively the "Ally Parties"). Pursuant to the MPSA, the Company sells finance receivables meeting certain underwriting criteria under a committed forward flow arrangement without recourse to the Company for their post-sale performance. Throughout 2021 and 2022, the Company and the Ally Parties have amended the MPSA to, among other things and subject to the terms of the agreement, broaden the set of finance receivables covered by the MPSA and provide additional flexibility in the timing of sales of finance receivables. In March 2021, the Ally Parties committed to purchase up to a maximum of $4.0 billion of principal balances of finance receivables through March 2022. On each of March 17, 2022 and March 22, 2022, the Company and the Ally Parties amended the MPSA to extend the scheduled commitment termination date to March 21, 2023 and increase the Ally Parties' commitment to purchase automotive finance receivables to $5.0 billion. In addition, on November 1, 2022, January 13, 2023, and January 20, 2023, the Company and the Ally Parties further amended the MPSA to, in aggregate, consolidate and reflect the several previously executed amendments to the MPSA facility and streamline the funding mechanics associated with the sale of finance receivables to the Ally Parties, extend the scheduled commitment termination date to January 12, 2024, and establish a commitment on the part of the Ally Parties to purchase up to a maximum of $4.0 billion of principal balances of finance receivables between January 13, 2023 and the scheduled commitment termination date. During the years ended December 31, 2022, 2021, and 2020, the Company sold approximately $3.8 billion, $2.1 billion, and $2.2 billion, respectively, in principal balances of finance receivables under the MPSA and had approximately $1.2 billion of unused capacity as of December 31, 2022. Securitization Transactions The Company sponsors and establishes securitization trusts to purchase finance receivables from the Company. The securitization trusts issue asset-backed securities, some of which are collateralized by the finance receivables that the Company sells to the securitization trusts. Upon sale of the finance receivables to the securitization trusts, the Company recognizes a gain or loss on sales of finance receivables. The net proceeds from the sales are the fair value of the assets obtained as part of the transactions and typically include cash and at least 5% of the beneficial interests issued by the securitization trusts to comply with the Risk Retention Rules, as further discussed in Note 9 — Securitizations and Variable Interest Entities. During the years ended December 31, 2022, 2021 and 2020, the Company sold approximately $2.4 billion, $5.0 billion and $900 million, respectively, in principal balances of finance receivables through securitization transactions. Fixed Pool Loan Sales In 2020, the Company further expanded its finance platform by completing fixed pool loan sales to a new financing partner on terms substantially similar to the Company’s securitization transactions and MPSA sales, including a sale of approximately $320 million in principal balances of finance receivables in December 2020. There were no such transactions during 2021 or 2022. Gain on Loan Sales The total gain related to finance receivables sold to financing partners and pursuant to securitization transactions was $411 million, $718 million, and $218 million during the years ended December 31, 2022, 2021, and 2020, respectively, which is included in other sales and revenues in the accompanying consolidated statements of operations. |
Securitizations and Variable In
Securitizations and Variable Interest Entities | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Securitizations and Variable Interest Entities | NOTE 9 — SECURITIZATIONS AND VARIABLE INTEREST ENTITIES As noted in Note 8 — Finance Receivable Sale Agreements, the Company sponsors and establishes securitization trusts to purchase finance receivables from the Company. The securitization trusts issue asset-backed securities, some of which are collateralized by the finance receivables that the Company sells to the securitization trusts. Upon sale of the finance receivables to the securitization trusts, the Company recognizes a gain or loss on sales of finance receivables. The net proceeds from the sales are the fair value of the assets obtained as part of the transactions and typically include cash and at least 5% of the beneficial interests issued by the securitization trusts to comply with Regulation RR of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Risk Retention Rules"). The beneficial interests retained by the Company include, but are not limited to, rated notes and certificates of the securitization trusts. The holders of the certificates issued by the securitization trusts have rights to cash flows only after the holders of the notes issued by the securitization trusts have received their contractual cash flows. The securitization trusts have no direct recourse to the Company’s assets, and holders of the securities issued by the securitization trusts can look only to the assets of the securitization trusts that issued their securities for payment. The beneficial interests held by the Company are subject principally to the credit and prepayment risk stemming from the underlying finance receivables. The securitization trusts established in connection with asset-backed securitization transactions are VIEs. For each VIE that the Company establishes in its role as sponsor of securitization transactions, it performs an analysis to determine whether or not it is the primary beneficiary of the VIE. The Company’s continuing involvement with the VIEs consists of retaining a portion of the securities issued by the VIEs and performing ministerial duties as the trust administrator. As of December 31, 2022, the Company is not the primary beneficiary of these securitization trusts because its retained interests in the VIEs do not have exposures to losses or benefits that could potentially be significant to the VIEs. As such, the Company does not consolidate the securitization trusts. The assets the Company retains in the unconsolidated VIEs are presented as beneficial interests in securitizations on the accompanying consolidated balance sheets, which as of December 31, 2022 and 2021 were $321 million and $382 million, respectively. The Company held no other assets or liabilities related to its involvement with unconsolidated VIEs as of December 31, 2022 and 2021. The following table summarizes the carrying value and total exposure to losses of its assets related to unconsolidated VIEs with which the Company has continuing involvement, but is not the primary beneficiary at December 31, 2022 and 2021. Total exposure represents the estimated loss the Company would incur under severe, hypothetical circumstances, such as if the value of the interests in the securitization trusts and any associated collateral declined to zero. The Company believes the possibility of this is remote. As such, the total exposure presented below is not an indication of the Company's expected losses. December 31, 2022 December 31, 2021 Carrying Value Total Exposure Carrying Value Total Exposure (in millions) Rated notes $ 252 $ 252 $ 282 $ 282 Certificates and other assets 69 69 100 100 Total unconsolidated VIEs $ 321 $ 321 $ 382 $ 382 The beneficial interests in securitizations are considered securities available for sale subject to restrictions on transfer pursuant to the Company’s obligations as a sponsor under Risk Retention Rules. As described in Note 10 — Debt Instruments, the Company has entered into secured borrowing facilities through which it finances certain of these retained beneficial interests in securitizations. These securities are interests in securitization trusts, thus there are no contractual maturities. The amortized cost and fair value of securities available for sale as of December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Rated notes $ 268 $ 252 $ 282 $ 282 Certificates and other assets 43 69 93 100 Total securities available for sale $ 311 $ 321 $ 375 $ 382 |
Debt Instruments
Debt Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Instruments | NOTE 10 — DEBT INSTRUMENTS Debt instruments, excluding finance leases, which are discussed in Note 16 — Leases, as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 2021 (in millions) Asset-based financing: Floor plan facility $ 569 $ 1,877 Finance receivable facilities 965 176 Financing of beneficial interest in securitizations 268 282 Notes payable 3 10 Real estate financing 486 447 Total asset-based financing 2,291 2,792 Senior notes 5,725 2,450 Total debt 8,016 5,242 Less: current portion (1,638) (2,154) Less: unamortized debt issuance costs (1) (82) (34) Total included in long-term debt, net $ 6,296 $ 3,054 (1) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other assets on the accompanying consolidated balance sheets and not included here. Short-Term Revolving Facilities Floor Plan Facilities The Company previously entered into a floor plan facility with a lender to finance its vehicle inventory (the "Original Floor Plan Facility"), which was secured by Carvana LLC's vehicle inventory, general intangibles, accounts receivable, and finance receivables. The Original Floor Plan Facility was amended at various times and effective September 22, 2022, the Company amended and restated the facility (the "12-Month Floor Plan Facility") to extend the maturity date to September 22, 2023 with a line of credit of $2.2 billion and tie the interest rate to a prime rate plus 1.00%. On September 22, 2022, the Company also entered into a separate floor plan facility (the "18-Month Floor Plan Facility", and together with the 12-Month Floor Plan Facility, the "Floor Plan Facilities") with a lender. The line of credit under the 18-Month Floor Plan Facility is $2.0 billion, which becomes available following the maturity and repayment of the 12-Month Floor Plan Facility, and its maturity date is March 22, 2024. The interest rate under the 18-Month Floor Plan Facility is tied to a prime rate plus 1.00%. Under the Floor Plan Facilities, 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 150 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 Facilities and subsequently reborrow such amounts. The Floor Plan Facilities also require monthly interest payments and that at least 12.5% of the total principal amount owed to the lender is held as restricted cash. The Company is also required to pay the lender an availability fee based on the average unused capacity during the prior calendar quarter under the Floor Plan Facilities. As of December 31, 2022, the Company had $569 million outstanding under the 12-Month Floor Plan Facility, unused capacity of $1.6 billion, and held $71 million in restricted cash related to this facility. As of December 31, 2022, the Company had no amount outstanding under the 18-Month Floor Plan Facility, unused capacity of $2.0 billion, which becomes available following the maturity and repayment of the 12-Month Floor Plan Facility, and held no amount in restricted cash related to this facility. During the year ended December 31, 2022, the Company's effective interest rate on the 12-Month Floor Plan Facility was approximately 3.57%. As of December 31, 2021, the Company had $1.9 billion outstanding under the Original Floor Plan Facility, unused capacity of $373 million, and held $141 million in restricted cash related to this facility. For the year ended December 31, 2021, the Company's effective interest rate on the Original Floor Plan Facility was approximately 2.55%. Active Finance Receivable Facilities The Company has various short-term revolving credit facilities to fund certain automotive finance receivables originated by the Company prior to selling them, which are typically secured by the finance receivables pledged to them (the "Finance Receivable Facilities"). In January 2020, the Company entered into an agreement pursuant to which a lender agreed to provide a revolving credit facility, which was subsequently increased to $500 million, to fund certain automotive finance receivables originated by the Company. In June 2021, the Company amended its agreement to, among other things, extend the maturity date to January 24, 2023. In January 2023, the Company amended its agreement to, among other things, adjust the line of credit to $300 million, and extend the maturity date to January 24, 2024. In February 2020, the Company entered into an agreement pursuant to which a second lender agreed to provide a $500 million revolving credit facility to fund certain automotive finance receivables originated by the Company. In December 2021, the Company amended its agreement to, among other things, increase the line of credit to $600 million, and extend the maturity date to December 8, 2023. On April 30, 2021, the Company entered into an agreement pursuant to which a third lender agreed to provide a $500 million revolving credit facility to fund certain automotive finance receivables originated by the Company. In December 2021, the Company amended its agreement to, among other things, increase this line of credit to $600 million. In September 2022, the Company amended its agreement to extend the maturity date to March 30, 2024. On October 15, 2021, the Company entered into an agreement pursuant to which a fourth lender agreed to provide a $350 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon this facility until April 15, 2023. On March 18, 2022, the Company entered into an agreement pursuant to which a fifth lender agreed to provide a $500 million revolving credit facility to fund certain automotive finance receivables originated by the Company. The Company can draw upon this facility until September 18, 2023. The Finance Receivables Facilities require that any undistributed amounts collected on the pledged finance receivables be held as restricted cash. The Finance Receivable Facilities require monthly payments of interest and fees based on usage and unused facility amounts. The Finance Receivable 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 Finance Receivable Facilities are each wholly-owned, special purpose entities whose assets are not available to the general creditors of the Company. As of December 31, 2022 and 2021, the Company had $965 million and $176 million, respectively, outstanding under these Finance Receivable Facilities, unused capacity of $1.6 billion and $1.9 billion, respectively, and held $36 million and $67 million, respectively, in restricted cash related to these Finance Receivable Facilities. For the years ended December 31, 2022 and 2021, the Company's effective interest rate on these Finance Receivable Facilities was approximately 2.93% and 1.64%. Long-Term Debt Senior Unsecured Notes The Company has issued various tranches of senior unsecured notes (collectively, the "Senior Notes") each under a separate indenture (collectively, the "Indentures"), as further described below. The following table summarizes components of the Company's senior secured notes: December 31, December 31, Interest Rate (in millions, except percentages) 2025 Senior Unsecured Notes due October 1, 2025 ("2025 Notes") $ 500 $ 500 5.625 % 2027 Senior Unsecured Notes due April 15, 2027 ("2027 Notes") 600 600 5.500 % 2028 Senior Unsecured Notes due October 1, 2028 ("2028 Notes") 600 600 5.875 % 2029 Senior Unsecured Notes due September 1, 2029 ("2029 Notes") 750 750 4.875 % 2030 Senior Unsecured Notes due May 1, 2030 ("2030 Notes") 3,275 — 10.250 % Total principal amount 5,725 2,450 Less: unamortized debt issuance cost (76) (28) Total debt $ 5,649 $ 2,422 Each of the 2025 Notes, the 2027 Notes, the 2028 Notes and the 2029 Notes were issued pursuant to an indenture entered into by and among the Company, each of the guarantors party thereto and U.S. Bank National Association, as trustee. The 2030 Notes were issued pursuant to an indenture entered into by and among the Company, each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. The interest on each of the Senior Notes is payable semi-annually, beginning on April 1, 2021 for the 2025 Notes and 2028 Notes, October 15, 2021 for the 2027 Notes, March 1, 2022 for the 2029 Notes, and November 1, 2022 for the 2030 Notes. The Senior Notes mature as specified in the table above unless earlier repurchased or redeemed and are guaranteed by the Company's existing domestic restricted subsidiaries (other than the subsidiaries formed for inventory, finance receivables, securitization facilities, or immaterial subsidiaries). The Company may redeem some or all of each issuance of Senior Notes at redemption prices set forth in each respective indenture, plus any accrued and unpaid interest to the redemption date. Prior to those redemption dates, the Company may redeem up to 35% of the aggregate principal amount at a redemption price equal to 100% plus the respective interest rate specified in the table above, together with accrued and unpaid interest to, but not including, the date of redemption, with the net cash proceeds of certain equity offerings. With respect to the 2030 Notes, the Company may, at its option, redeem in the aggregate of up to 10% of the original aggregate principal amount of the 2030 Notes during the period from, and including, May 1, 2025 to, but excluding May 1, 2027, at a redemption price equal to 105.125% of the 2030 Notes to be redeemed, plus accrued and unpaid interest thereon to the relevant redemption rate. In addition, the Company may, at its option, redeem some or all of the Senior Notes prior to its redemption date, by paying a make-whole premium plus any accrued and unpaid interest to, but not including, the redemption date. If the Company experiences certain change of control events, it must make an offer to purchase all of the Senior Notes at 101% of the principal amount thereof, plus any accrued and unpaid interest, to the repurchase date. The Indentures contain restrictive covenants that limit the ability of the Company and certain of its subsidiaries to, among other things and subject to certain exceptions, incur additional debt or issue preferred stock, create new liens, make intercompany payments, pay dividends and make other distributions in respect of the Company's capital stock, redeem or repurchase the Company’s capital stock or prepay subordinated indebtedness, make certain investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers or consolidations. Certain of these covenants may be suspended if any of the Senior Notes are assigned an investment grade rating from any two of Moody’s Investors Service, Inc., Standard & Poor’s Rating Services, and Fitch Ratings. As of December 31, 2022, the Company was in compliance with all debt covenants. 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, 2022, none of these transactions have qualified for sale accounting due to meeting the criteria for finance leases, or forms of continuing involvement, such as repurchase options or renewal periods that extend the lease for substantially all of the asset's remaining useful life, and are therefore accounted for as financing transactions. These arrangements require monthly payments and have initial terms of 20 to 25 years. Some of the agreements are subject to renewal options of up to 25 years and some are subject to base rent increases throughout the term. As of December 31, 2022 and 2021, the outstanding liability associated with these sale and leaseback arrangements, net of unamortized debt issuance costs, was $483 million and $444 million, respectively, and was included in long-term debt in the accompanying consolidated balance sheets. Financing of Beneficial Interests in Securitizations As discussed in Note 9 — Securitizations and Variable Interest Entities, the Company has retained certain beneficial interests in securitizations pursuant to the Company’s obligations as a sponsor under the Risk Retention Rules. Beginning in June 2019, the Company entered into secured borrowing facilities through which it finances certain retained beneficial interests in securitizations whereby the Company sells such interests and agrees to repurchase them for their fair value at a stated time of repurchase. As of December 31, 2022 and 2021, the Company has pledged $268 million and $282 million, respectively, of its beneficial interests in securitizations as collateral under the repurchase agreements with expected repurchases ranging from April 2023 to September 2029. 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 $265 million and $279 million, as of December 31, 2022 and 2021, respectively, of which $102 million and $93 million, respectively was included in current portion of long-term debt in the accompanying consolidated balance sheets. The following table summarizes the aggregate principal maturities due in each period for notes payable, Senior Notes, real estate financing, and financing of beneficial interests in securitizations as of December 31, 2022. 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, 2022 (in millions) 2023 $ 105 2024 76 2025 553 2026 29 2027 608 Thereafter 5,111 Total $ 6,482 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 11 — STOCKHOLDERS' EQUITY (DEFICIT) Organizational Transactions Carvana Co.'s amended and restated certificate of incorporation, among other things, authorizes (i) 50 million shares of Preferred Stock, par value $0.01 per share, (ii) 500 million shares of Class A common stock, par value $0.001 per share, and (iii) 125 million shares of Class B common stock, par value $0.001 per share. Each share of Class A common stock generally entitles its holder to one vote on all matters to be voted on by stockholders. Each share of Class B common stock held by the Garcia Parties generally entitles its holder to ten votes on all matters to be voted on by stockholders, for so long as the Garcia Parties maintain direct or indirect beneficial ownership of at least 25% of the outstanding shares of Carvana Co.'s Class A common stock determined on an as-exchanged basis assuming that all of the Class A Units and Class B Units were exchanged for Class A common stock. All other shares of Class B common stock generally entitle their holders to one vote per share on all matters to be voted on by stockholders. Holders of Class B common stock are not entitled to receive dividends and would not be entitled to receive any distributions upon the liquidation, dissolution or winding down of the Company. Holders of Class A and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law. Carvana Group's amended and restated LLC Agreement provides for two classes of common ownership interests in Carvana Group: (i) Class A Units and (ii) Class B Units (together, the "LLC Units"). Carvana Co. is required to, at all times, maintain (i) a four-to-five ratio between the number of shares of Class A common stock issued and outstanding by Carvana Co. and the number of Class A Units owned by Carvana Co. (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities and subject to adjustment as set forth in the exchange agreement (the "Exchange Agreement") further discussed below, and taking into account Carvana Co. Sub LLC's 0.1% ownership interest in Carvana, LLC) and (ii) a four-to-five ratio between the number of shares of Class B common stock owned by the original holders of LLC units prior to the IPO (the "Original LLC Unitholders") and the number of Class A Units owned by the Original LLC Unitholders. The Company may issue shares of Class B common stock only to the extent necessary to maintain these ratios. Shares of Class B common stock are transferable only if an Original LLC Unitholder elects to exchange them, together with 1.25 times as many LLC Units, for consideration from the Company. Such consideration from the Company can be, at the Company's election, either shares of Class A common stock or cash. As of December 31, 2022 and 2021, there were 236 million and 216 million Class A Units, respectively, and 1 million and 3 million Class B Units, respectively (as adjusted for the participation thresholds and closing price of Class A common stock on December 31, 2022 and 2021), issued and outstanding. As discussed in Note 13 — Equity-Based Compensation, Class B Units were issued under the Company’s LLC Equity Incentive Plan (the "LLC Equity Incentive Plan") and are subject to a participation threshold, and are earned over the requisite service period. Equity Offerings On April 1, 2020, the Company completed a registered direct offering to investors of 13.3 million shares of its Class A common stock at an offering price of $45.00 per share and received net proceeds from the offering of $600 million. Ernest Garcia II, through Verde, and Ernest Garcia III each invested $25 million, or 0.6 million shares of the Class A common stock, in the offering. The Company used the net proceeds to purchase 16.7 million newly-issued LLC Units in Carvana Group. On May 21, 2020, the Company completed a public equity offering of 5 million shares of its Class A common stock at an offering price of $92.00 per share and received net proceeds from the offering of $459 million. The Company used the net proceeds to purchase 6.3 million newly-issued LLC Units in Carvana Group. On April 26, 2022, the Company completed a public offering of 15.625 million shares of its Class A common stock at an offering price of $80 for total net proceeds of $1.2 billion, after deducting underwriting discounts and offering expenses. The Garcia Parties purchased an aggregate of 5.4 million shares of the Class A common stock offered at the public offering price. The Company used the net proceeds to purchase 19.5 million newly-issued LLC Units in Carvana Group. Exchange Agreement Carvana Co. and the Original LLC Unitholders together with any holders of LLC Units issued subsequent to the IPO (together, the "LLC Unitholders") entered into an Exchange Agreement under which each LLC Unitholder (and certain permitted transferees thereof) may receive shares of the Company's Class A common stock in exchange for their LLC Units on a four-to-five conversion ratio, or cash at the option of the Company, subject to (i) conversion ratio adjustments for stock splits, stock dividends, reclassifications and similar transactions, (ii) vesting for certain LLC Units, and (iii) the respective participation threshold for Class B Units. To the extent such owners also hold Class B common stock, they are required to deliver to Carvana Co. a number of shares of Class B common stock equal to the number of shares of Class A common stock being exchanged for. Any shares of Class B common stock so delivered are canceled. The number of exchangeable Class B Units is determined based on the value of Carvana Co.'s Class A common stock and the applicable participation threshold. During the years ended December 31, 2022 and 2021, certain LLC Unitholders exchanged less than 1 million and 16 million LLC Units and zero and 13 million shares of Class B common stock for less than 1 million and 13 million newly-issued shares of Class A common stock, respectively. Simultaneously, and in connection with these exchanges, Carvana Co. received less than 1 million and 16 million LLC Units during the years ended December 31, 2022 and 2021, respectively, increasing its total ownership interest in Carvana Group, and canceled the exchanged shares of Class B common stock. Class A Non-Convertible Preferred Units On October 2, 2018, Carvana Group, LLC amended its LLC Agreement to create a class of non-convertible preferred units (the "Class A Non-Convertible Preferred Units"), effective September 21, 2018. The Class A Non-Convertible Preferred Units were created in connection with Carvana Co.'s issuance of its Senior Notes, as discussed further and defined in Note 10 — Debt Instruments. On October 2, 2020, Carvana Group, LLC amended and restated its LLC Agreement to, among other things, authorize the issuance of 1.1 million Class A Non-Convertible Preferred Units to be sold to Carvana Co. in connection with the issuance of its 2025 and 2028 Notes and authorize the issuance of additional Class A Non-Convertible Preferred Units, in each case in consideration for the capital contribution made or deemed to have been made by Carvana Co. of the net proceeds of senior unsecured notes issuances. On March 29, 2021, Carvana Group, LLC issued 0.6 million Class A Non-Convertible Preferred Units in connection with the issuance of its 2027 Notes. On August 16, 2021, Carvana Group LLC issued 0.8 million Class A Non-Convertible Preferred Units in connection with the issuance of its 2029 Notes. On May 6, 2022, Carvana Group LLC issued 3.3 million Class A Non-Convertible Preferred Units in connection with the issuance of its 2030 Notes. Carvana Co. used its net proceeds from the 2023 Notes, (which have since been repurchased), the 2025 and 2028 Notes, the 2027 Notes, the 2029 Notes, and the 2030 Notes to purchase 0.6 million, 1.1 million, 0.6 million, 0.8 million, and 3.3 million, respectively, of Class A Non-Convertible Preferred Units. When Carvana Co. makes payments on the Senior Notes, Carvana Group makes an equal cash distribution, as necessary, to the Class A Non-Convertible Preferred Units. For each $1,000 principal amount of Senior Notes that Carvana Co. repays or otherwise retires, one Class A Non-Convertible Preferred Unit is canceled and retired. As discussed further in Note 10 — Debt Instruments, the Company redeemed its 2023 Notes on October 2, 2020 using a portion of its net proceeds from the issuance of its 2025 and 2028 Notes, at which point 0.6 million Class A Non-Convertible Preferred Units were canceled and retired. |
Non-controlling Interests
Non-controlling Interests | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Non-controlling Interests | NOTE 12 — NON-CONTROLLING INTERESTS As discussed in Note 1 — Business Organization, Carvana Co. consolidates the financial results of Carvana Group and reports a non-controlling interest related to the portion of Carvana Group owned by the LLC Unitholders. Changes in the ownership interest in Carvana Group while Carvana Co. retains its controlling interest will be accounted for as equity transactions. Exchanges of LLC Units result in a change in ownership and reduce the amount recorded as non-controlling interests and increase additional paid-in capital. Upon the issuance of shares of Class A common stock by Carvana Co. related to the Company's equity compensation plans such as the exercise of options, issuance of restricted or non-restricted stock, payment of bonuses in stock or settlement of stock appreciation rights in stock, Carvana Group is required to issue to Carvana Co. a number of Class A Units equal to 1.25 times the number of shares of Class A common stock being issued in connection with the exercise of such options or issuance of other types of equity compensation, subject to adjustment for stock splits, stock dividends, reclassifications, and similar transactions. Activity related to the Company's equity compensation plans may result in a change in ownership which will impact the amount recorded as non-controlling interest and additional paid-in capital. The non-controlling interest related to the Class B Units is determined based on the respective participation thresholds and the share price of Class A common stock on an as-converted basis. To the extent that the number of as-converted Class B Units change or Class B Units are forfeited, the resulting difference in ownership will be accounted for as equity transactions adjusting the non-controlling interest and additional paid-in capital. During the years ended December 31, 2022, 2021, and 2020, the total adjustments related to exchanges of LLC Units were a decrease in non-controlling interests and a corresponding increase in additional paid-in capital of approximately $1 million, $43 million, and $33 million, respectively, which have been included in exchanges of LLC Units in the accompanying consolidated statements of stockholders' equity (deficit). During the years ended December 31, 2022, and 2020, Carvana Co. utilized its net proceeds from its equity offerings to purchase LLC Units, which resulted in adjustments to increase non-controlling interests and to decrease additional paid-in capital by approximately $554 million, and $644 million, respectively, which have been included in adjustment to non-controlling interests related to equity offerings in the accompanying consolidated statements of stockholders' equity (deficit). No LLC Units were purchased during 2021. As of December 31, 2022, Carvana Co. owned approximately 55.9% of Carvana Group with the LLC Unitholders owning the remaining 44.1%. The net loss attributable to the non-controlling interests on the accompanying consolidated statements of operations represents the portion of the net loss attributable to the economic interest in Carvana Group held by the non-controlling LLC Unitholders calculated based on the weighted average non-controlling interests' ownership during the periods presented. For the Years Ended December 31, 2022 2021 2020 (in millions) Transfers from (to) non-controlling interests: Decrease as a result of issuance of Class A common stock $ (554) $ — $ (644) Increase as a result of exchanges of LLC Units 1 43 33 Total transfers from (to) non-controlling interests $ (553) $ 43 $ (611) |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | NOTE 13 — EQUITY-BASED COMPENSATION Equity-based compensation is recognized based on amortizing the grant-date fair value on a straight-line basis over the requisite service period, which is generally the vesting period of the award, less actual forfeitures. A summary of equity-based compensation recognized during the years ended December 31, 2022, 2021, and 2020 is as follows: For the Years Ended December 31, 2022 2021 2020 (in millions) Class B Units $ — $ — $ 1 Restricted Stock Units and Awards excluding those granted in relation to the CEO Milestone Gift 41 35 21 Restricted Stock Units granted in relation to the CEO Milestone Gift 39 — — Options 13 11 7 Class A Units — 1 2 Total equity-based compensation 93 47 31 Equity-based compensation capitalized to property and equipment (8) (7) (6) Equity-based compensation capitalized to inventory (16) (1) — Equity-based compensation, net of capitalized amounts $ 69 $ 39 $ 25 During the years ended December 31, 2022, 2021, and 2020, the Company capitalized $8 million, $7 million, and $6 million, respectively, of equity-based compensation to property and equipment related to software development and real estate projects and $16 million, $1 million, and less than $1 million, respectively, to inventory related to reconditioning and inbound transportation of vehicles. All other equity-based compensation is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2022, unrecognized equity-based compensation related to outstanding awards and the related weighted-average period over which it is expected to be recognized subsequent to December 31, 2022 is presented in the table below. Total unrecognized equity-based compensation will be adjusted for actual forfeitures. Unrecognized Equity-Based Compensation Related to Outstanding Awards (in millions) Remaining Weighted-Average Amortization Period (in years) Restricted Stock Units and Awards $ 109 3.0 Options 31 2.8 Total unrecognized equity-based compensation $ 140 2017 Omnibus Incentive Plan In connection with the IPO, the Company adopted the 2017 Omnibus Incentive Plan (the "2017 Incentive Plan"). Under the 2017 Incentive Plan 14 million shares of Class A common stock are available for issuance, which the Company may grant as stock options, stock appreciation rights, restricted stock, restricted stock units and other equity-based awards to employees, directors, officers, and consultants. The majority of equity granted by the Company vests over four-year periods based on continued employment with the Company. As of December 31, 2022, approximately 7 million shares remain available for future equity-based award grants under this plan. In addition, the number of shares authorized for issuance under the 2017 Incentive Plan is subject to an automatic annual increase of the lesser of two percent of our outstanding common stock or an amount determined by the Compensation and Nominating Committee of our Board. While the Compensation and Nominating Committee determined not to increase the number of shares authorized for issuance in prior years, the automatic annual increase on January 1, 2023 was approved. After taking into account the automatic annual increase on January 1, 2023 there were approximately 9 million shares remaining available for future equity-based award grants under the 2017 Incentive Plan. Restricted Stock Awards and Restricted Stock Units Restricted stock awards ("RSAs") entitle recipients to vote and to receive all dividends declared with respect to such shares, payable upon vesting. RSAs vest over a period of two Restricted stock units ("RSUs") do not entitle recipients to vote or receive dividends. RSUs generally vest over a period of four years, subject to the recipient's continued employment. During the years ended December 31, 2022, 2021, and 2020, the Company issued certain employees an aggregate of approximately 3.5 million, 0.3 million, and 0.3 million RSUs, respectively, pursuant to the terms of the 2017 Incentive Plan with a weighted-average grant-date fair value of $65.26, $288.27, and $110.00, respectively. The Company determined the grant-date fair value of the RSUs based on the closing price of the Company's Class A common stock on the grant date. RSUs are settled in shares of Class A common stock on a one-to-one basis within thirty days of vesting. As discussed in Note 7 — Related Party Transactions, the RSUs granted during the year ended December 31, 2022 include approximately 0.5 million RSUs granted in connection with the CEO Milestone Gift for which the Company recognized approximately $39 million of equity-based compensation, a portion of which related to the production of the Company's used vehicle inventory and was therefore capitalized to inventory. RSA and RSU activity during the years ended December 31, 2022, 2021, and 2020 was as follows: Number of RSAs/RSUs (in thousands) Weighted-Average Grant-Date Fair Value Outstanding at January 1, 2020 928 $ 48.04 Granted 342 $ 110.00 Settled (475) $ 45.80 Forfeited (57) $ 70.89 Outstanding and nonvested at December 31, 2020 738 $ 76.43 Granted 258 $ 288.27 Settled (385) $ 86.57 Forfeited (58) $ 132.88 Outstanding and nonvested at December 31, 2021 553 $ 162.32 Granted 3,482 $ 65.26 Settled (432) $ 113.96 Forfeited (951) $ 134.83 Outstanding and nonvested at December 31, 2022 2,652 $ 52.62 Employee Stock Purchase Plan In May 2021, the Company adopted an employee stock purchase plan (the "ESPP"). On July 1, 2021, the ESPP went into effect. The ESPP allows substantially all employees, excluding members of senior management, to acquire shares of the Company's Class A common stock through payroll deductions over six-month offering periods, commencing on January 1 and July 1 of each year. The per share purchase price is equal to 90% of the fair market value of a share of the Company's Class A common stock on the last day of the offering period. Participant purchases are limited to maximums that may vary between $10,000 and $25,000 of stock per calendar year. The Company is authorized to grant up to 0.5 million shares of Class A common stock under the ESPP. During the years ended December 31, 2022 and 2021, the Company issued 86,352 and 2,494 shares of Class A common stock, respectively, and as of December 31, 2022, 411,154 shares of Class A common stock remained available for future issuance. During both years ended December 31, 2022 and 2021, the Company incurred less than $1 million of equity-based compensation expense related to the ESPP. Non-Qualified Stock Options Non-qualified stock options allow recipients to purchase shares of Class A common stock at a fixed exercise price. The fixed exercise price is equal to the price of a share of Class A common stock at the time of grant. The options typically vest 25% on the anniversary of the grant date and in equal monthly installments thereafter for a total vesting period of four years and expire ten years after the grant date. Stock option activity during the years ended December 31, 2022, 2021, and 2020 was as follows: Number of Options (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Outstanding at January 1, 2020 1,147 $ 30.07 8.3 $ 71 Options granted 179 $ 88.56 n/a Options exercised (195) $ 27.82 $ 24 Options forfeited or expired (59) $ 16.52 n/a Outstanding at December 31, 2020 1,072 $ 41.01 7.7 $ 213 Options granted 97 $ 178.42 n/a Options exercised (75) $ 24.32 $ 20 Options forfeited or expired (28) $ 27.62 n/a Outstanding at December 31, 2021 1,066 $ 39.74 6.7 $ 183 Options granted 297 $ 119.53 n/a Options exercised (89) $ 37.89 $ 7 Options forfeited or expired (9) $ 30.97 n/a Outstanding at December 31, 2022 1,265 $ 80.26 6.4 $ — Vested and exercisable as of December 31, 2022 823 $ 52.04 5.5 $ — Expected to vest as of December 31, 2022 442 $ 132.91 8.1 $ — The Company determined the grant-date fair value of the options granted during the years ended December 31, 2022, 2021, and 2020 using the Black-Scholes valuation model with the following weighted-average assumptions: Years Ended December 31, 2022 2021 2020 Expected volatility (1) 69.2 % 67.1 % 70.1 % Expected dividend yield — % — % — % Expected term (in years) (2) 6.28 6.14 6.14 Risk-free interest rate 2.0 % 0.7 % 1.4 % Weighted-average grant-date fair value per option $74.85 $178.41 $53.62 (1) Measured using the Company's historical data, market option volatility and selected high-growth guideline companies and considering the risk factors that would influence the range of expected volatility because the Company does not have sufficient historical data to provide a reasonable basis upon which to estimate the expected volatility for the entirety of the term. (2) Expected term represents the estimated period of time until an option is exercised and was determined using the simplified method because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Class A Units During 2018, the Company granted certain employees Class A Units with service-based vesting over two A summary of the Class A Unit activity for the years ended December 31, 2022, 2021, and 2020 is as follows: Class A Units Number of Class A Units (in thousands) Weighted-Average Grant Date Fair Value Outstanding at January 1, 2020 221 Granted — n/a Exchanged (100) $ 18.58 Forfeited — n/a Outstanding at December 31, 2020 121 Granted — n/a Exchanged (36) $ 18.58 Forfeited — n/a Outstanding at December 31, 2021 85 Granted — n/a Exchanged — n/a Forfeited (6) $ 18.58 Outstanding at December 31, 2022 79 Vested as of December 31, 2022 79 $ 18.58 Expected to vest as of December 31, 2022 — n/a Class B Units In March 2015, Carvana Group adopted the LLC Equity Incentive Plan. Under the LLC Equity Incentive Plan, Carvana Group could grant Class B Units to eligible employees, non-employee officers, consultants and directors with service-based vesting, typically four A summary of the Class B Unit activity for the years ended December 31, 2022, 2021, and 2020 is as follows: Class B Units Number of Class B Units (in thousands) Weighted-Average Participation Threshold per Class B Unit Outstanding at January 1, 2020 5,168 $ 3.51 Granted — n/a Exchanged (1,991) $ 1.22 Forfeited (14) $ 5.81 Outstanding at December 31, 2020 3,163 $ 4.94 Granted — n/a Exchanged (535) $ 1.70 Forfeited (1) $ 12.00 Outstanding at December 31, 2021 2,627 $ 5.60 Granted — n/a Exchanged (61) $ 5.75 Forfeited — n/a Outstanding at December 31, 2022 2,566 $ 5.60 Vested as of December 31, 2022 2,566 $ 5.60 Expected to vest as of December 31, 2022 — n/a |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | NOTE 14 — LOSS PER SHARE Basic and diluted net loss per share is computed by dividing the net loss attributable to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares. For all periods presented, potentially dilutive shares are excluded from diluted net loss per share because they have an anti-dilutive impact. Therefore, basic and diluted net loss per share attributable to Class A common stockholders are the same for all periods presented. Net loss for all periods presented is attributable only to Class A common stockholders, due to no activity related to convertible preferred stock during those periods. The following table presents the calculation of basic and diluted net loss per share during the years ended December 31, 2022, 2021, and 2020: For the years ended December 31, 2022 2021 2020 (in millions, except number of shares, which are reflected in thousands, and per share amounts) Numerator: Net loss $ (2,894) $ (287) $ (462) Net loss attributable to non-controlling interests (1,307) (152) (291) Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted $ (1,587) $ (135) $ (171) Denominator: Weighted-average shares of Class A common stock outstanding 100,848 82,839 65,074 Nonvested weighted-average restricted stock awards (20) (34) (93) Weighted-average shares of Class A common stock outstanding, basic and diluted 100,828 82,805 64,981 Net loss per share of Class A common stock, basic and diluted $ (15.74) $ (1.63) $ (2.63) Shares of Class B common stock do not share in the losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net loss per share of Class B common stock under the two-class method has not been presented. The following table presents potentially dilutive securities, as of the end of the period, excluded from the computations of diluted net loss per share of Class A common stock for the years ended December 31, 2022, 2021, and 2020: For the years ended December 31, 2022 2021 2020 (in thousands) Options (1) 1,265 1,066 1,072 Restricted Stock Units and Awards (1) 64 666 757 Class A Units (2) 82,963 89,773 100,700 Class B Units (2) 1,559 2,217 3,321 _________________________ (1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive. (2) Represents the weighted-average as-converted LLC units that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15 — INCOME TAXES As described in Note 1 — Business Organization and Note 11 — Stockholders' Equity (Deficit), as a result of the IPO, Carvana Co. began consolidating the financial results of Carvana Group. Carvana Group is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Carvana Group is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Carvana Group is passed through to and included in the taxable income or loss of its members, including Carvana Co., based on its economic interest held in Carvana Group. Carvana Co. was formed on November 29, 2016 and did not engage in any operations prior to the IPO. Carvana Co. is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of Carvana Group, as well as any stand-alone income or loss generated by Carvana Co. Net loss before income taxes was $2.9 billion, $286 million, and $462 million for the years ended December 31, 2022, 2021, and 2020, respectively. The Company had an income tax expense of $1 million for the years ended December 31, 2022, and 2021, and an income tax benefit of less than $1 million for the year ended December 31, 2020. The components of income tax expense (benefit) are as follows: Years Ended December 31, 2022 2021 2020 (in millions) Federal - Current $ 2 $ 2 $ — Federal - Deferred (1) (1) — 1 1 — State - Current — — — State - Deferred — — — — — — Total Expense (Benefit) $ 1 $ 1 $ — A reconciliation of the U.S. federal rate to the Company’s effective income tax rate is as follows: Years Ended December 31, 2022 2021 2020 Amount Percent Amount Percent Amount Percent (dollars in millions) Expected U.S. federal income taxes at statutory rate $ (607) 21.0 % $ (60) 21.0 % $ (97) 21.0 % Loss attributable to non-controlling interests 274 (9.5) % 32 (11.2) % 62 (13.5) % State taxes (64) 2.2 % (8) 2.8 % (9) 2.0 % Stock based compensation — — % (16) 5.6 % (5) 1.1 % Valuation allowance 398 (13.7) % 53 (18.5) % 56 (12.0) % Effect due to LLC flow-through structure — — % — — % (7) 1.5 % Income tax expense (benefit) $ 1 — % $ 1 (0.3) % $ — 0.1 % Deferred income taxes reflect the net tax effects of temporary differences between the tax basis in an asset or liability and its reported amount under U.S. GAAP. These temporary differences result in taxable or deductible amounts in future years. The components of the Company’s deferred tax assets are as follows: Years Ended December 31, 2022 2021 (in millions) Deferred tax assets: Investment in Carvana Group $ 1,471 $ 1,391 Net operating loss carryforward 451 193 Interest expense carryforward 130 50 Tax credit carryforward 6 4 Other 2 1 Total gross deferred tax assets 2,060 1,639 Valuation allowance (2,058) (1,638) Total deferred tax assets, net of valuation allowance $ 2 $ 1 Deferred tax liabilities: Intangibles $ (1) $ (1) Total deferred tax assets and liabilities $ 1 $ — As of December 31, 2022 and 2021, the Company had federal and state net operating loss carry forwards of $1.9 billion and $801 million, respectively. Federal losses that arose prior to 2018 will begin to expire in 2037. Federal losses generated after 2017 will be carried forward indefinitely. As described in Note 11 — Stockholders' Equity (Deficit), the Company acquired less than 1 million and 16 million LLC Units during the year ended December 31, 2022 and 2021, respectively, in connection with exchanges with Existing LLC Unitholders. During the year ended December 31, 2022 and 2021, respectively, the Company recorded a gross deferred tax asset of $22 million and $908 million associated with the basis difference in its investment in Carvana Group related to the acquisition of the LLC Units which is reflected as an increase to additional paid-in capital in the accompanying statements of stockholders' equity (deficit). As described in Note 11 — Stockholders' Equity (Deficit), the Company issued 15.625 million shares of its Class A common stock and received net proceeds from the offering of $1.2 billion. The Company utilized the proceeds to purchase 19.5 million newly issued Class A units in Carvana Group. The Company recognized a gross deferred tax asset of approximately $20 million from the offering, associated with a portion of the basis difference resulting from this purchase of LLC Units, which is reflected as an increase to additional paid-in capital in the accompanying consolidated statements of stockholders' equity (deficit). As described in Note 3 — Business Combinations, the Company acquired ADESA on May 9, 2022. The Company made an election under Section 336(e) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and Section 338 of the Code to treat the acquisition as a deemed asset acquisition for income tax purposes and as such will receive a step up in asset basis and will be able to amortize the acquired Goodwill under Section 197 of the Code over a 15-year period. The total Goodwill amortization expense for the year ended December 31, 2022, is $37 million. During the year ended December 31, 2022, management performed an assessment of the recoverability of deferred tax assets. Management determined, based on the accounting standards applicable to such assessment, that there was sufficient evidence as a result of the Company’s cumulative losses to conclude it was more likely than not that its deferred tax assets would not be realized and has recorded a full valuation allowance of $2.1 billion against its deferred tax assets. The Company has $2 million in deferred tax assets and $1 million in deferred tax liabilities from separate tax filing entities that are not available to offset its deferred tax assets. In the event that management was to determine that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be made which would reduce the provision for income taxes. The Company recognizes uncertain income tax positions when it is more-likely-than-not the position will be sustained upon examination. As of the year ended December 31, 2022 and 2021, the Company has not identified any uncertain tax positions and has not recognized any related reserves. The Company's effective tax rate for the years ended December 31, 2022 and 2021 was an expense of 0.0% and 0.3%, respectively, related to its wholly-owned subsidiaries. Tax Receivable Agreement Carvana Co. expects to obtain an increase in its share of the tax basis in the net assets of Carvana Group when LLC Units are exchanged by the Existing LLC Unitholders and other qualifying transactions. As described in Note 11 — Stockholders' Equity (Deficit), each change in outstanding shares of Class A common stock results in a corresponding increase or decrease in Carvana Co.'s ownership of LLC Units. The Company intends to treat any exchanges of LLC Units as direct purchases of LLC interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that Carvana Co. would otherwise pay in the future to various taxing authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. In connection with the IPO, the Company entered into a Tax Receivable Agreement (the "TRA"). Under the TRA, the Company generally will be required to pay to the Existing LLC Unitholders 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that the Company actually realizes directly or indirectly (or are deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of any sales or exchanges (as determined for U.S. federal income tax purposes) to or with the Company of their interests in Carvana Group for shares of Carvana Co.'s Class A common stock or cash, including any basis adjustment relating to the assets of Carvana Group and (ii) tax benefits attributable to payments made under the TRA (including imputed interest). The Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid. If the Internal Revenue Service or a state or local taxing authority challenges the tax basis adjustments that give rise to payments under the TRA and the tax basis adjustments are subsequently disallowed, the recipients of payments under the agreement will not reimburse the Company for any payments the Company previously made to them. Any such disallowance would be taken into account in determining future payments under the TRA and would, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits from the tax basis adjustments are disallowed, the Company’s payments under the TRA could exceed its actual tax savings, and the Company may not be able to recoup payments under the TRA that were calculated on the assumption that the disallowed tax savings were available. The TRA provides that if (i) certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur, (ii) there is a material breach of any material obligations under the TRA; or (iii) the Company elects an early termination of the TRA, then the TRA will terminate and the Company's obligations, or the Company's successor’s obligations, under the TRA will accelerate and become due and payable, based on certain assumptions, including an assumption that the Company would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TRA and that any LLC Units that have not been exchanged are deemed exchanged for the fair market value of the Company's Class A common stock at the time of termination. As of December 31, 2022, the Company has concluded, based on applicable accounting standards, that it was more likely than not that its deferred tax assets subject to the TRA would not be realized; therefore, the Company has not recorded a liability related to the tax savings it may realize from utilization of such deferred tax assets. As of December 31, 2022, the total unrecorded TRA liability is approximately $1.6 billion. If utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, the Company will record a liability related to the TRA which will be recognized as expense within its consolidated statements of operations. Uncertain Tax Positions Based on the Company's analysis of tax positions taken on income tax returns filed, no uncertain tax positions existed as of December 31, 2022, 2021, and 2020. Carvana Co. was formed in November 2016 and did not engage in any operations prior to the IPO and associated organizational transactions. Carvana Co. was not required to file 2016 tax returns and filed its first tax returns for the tax year 2017, the first year it became subject to examination by taxing authorities for U.S. federal and state |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | NOTE 16 — LEASES The Company is party to various lease agreements for real estate and transportation equipment. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company also assesses whether each lease is an operating or finance lease at the lease commencement date. Rent expense of operating leases is recognized on a straight-line basis over the lease term and includes scheduled rent increases as well as amortization of tenant improvement allowances. Operating Leases As of December 31, 2022, the Company is a tenant under various operating leases related to certain of its hubs, vending machines, IRCs, storage, parking, and corporate offices. The initial terms expire at various dates between 2023 and 2038. Many of the leases include one or more renewal options ranging from one The Company's operating leases are included in operating lease right-of-use assets, other current liabilities, and operating lease liabilities on the accompanying consolidated balance sheets. Refer to Note 7 — Related Party Transactions for further discussion of operating leases with related parties. Finance Leases The Company has finance leases for certain equipment in its transportation fleet. The leases have initial terms of two four Lease Costs and Activity The Company's lease costs and activity during the years ended December 31, 2022, 2021, and 2020 were as follows: December 31, 2022 2021 2020 (in millions) Lease costs: Finance leases: Amortization of finance lease assets $ 95 $ 38 $ 17 Interest obligations under finance leases 19 8 4 Total finance lease costs $ 114 $ 46 $ 21 Operating leases: Fixed lease costs to non-related parties (1) $ 129 $ 56 $ 29 Fixed lease costs to related parties 5 6 7 Variable short-term lease costs to related parties 1 1 2 Total operating lease costs $ 135 $ 63 $ 38 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to non-related parties $ 83 $ 35 $ 18 Operating lease liabilities to related parties $ 5 $ 5 $ 7 Interest payments on finance lease liabilities $ 19 $ 8 $ 4 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 139 $ 56 $ 20 (1) The year ended December 31, 2022 includes $28 million of lease termination fees, net of amounts written off for the corresponding operating lease right-of-use assets and operating lease liabilities which were terminated. Maturity Analysis of Lease Liabilities The following table summarizes maturities of lease liabilities as of December 31, 2022: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) 2023 $ 115 $ 5 $ 93 $ 98 $ 213 2024 103 3 96 99 202 2025 91 2 92 94 185 2026 74 2 88 90 164 2027 31 2 81 83 114 Thereafter 4 2 304 306 310 Total minimum lease payments 418 16 754 770 1,188 Less: amount representing interest (44) (3) (200) (203) (247) Total lease liabilities $ 374 $ 13 $ 554 $ 567 $ 941 (1) Leases that are on a month-to-month basis, short-term leases, and lease extensions that the Company does not expect to exercise are not included. (2) Related party lease payments exclude rent payments due under the DriveTime Lease Agreement and the DriveTime Hub Lease Agreement for locations where the Company shares space with DriveTime, as those are variable lease payments contingent upon the Company's utilization of the leased assets. As of December 31, 2022 and 2021, none of the Company's lease agreements contain material residual value guarantees or material restrictive covenants. Lease Terms and Discount Rates The weighted-average remaining lease terms and discount rates as of December 31, 2022, 2021, and 2020 were as follows, excluding short-term operating leases: December 31, 2022 2021 2020 Weighted average remaining lease terms (years) Operating leases 8.4 9.2 9.8 Finance leases 4.2 4.4 4.4 Weighted-average discount rate Operating leases 7.1 % 7.2 % 8.3 % Finance leases 5.7 % 5.4 % 5.3 % |
Leases | NOTE 16 — LEASES The Company is party to various lease agreements for real estate and transportation equipment. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company also assesses whether each lease is an operating or finance lease at the lease commencement date. Rent expense of operating leases is recognized on a straight-line basis over the lease term and includes scheduled rent increases as well as amortization of tenant improvement allowances. Operating Leases As of December 31, 2022, the Company is a tenant under various operating leases related to certain of its hubs, vending machines, IRCs, storage, parking, and corporate offices. The initial terms expire at various dates between 2023 and 2038. Many of the leases include one or more renewal options ranging from one The Company's operating leases are included in operating lease right-of-use assets, other current liabilities, and operating lease liabilities on the accompanying consolidated balance sheets. Refer to Note 7 — Related Party Transactions for further discussion of operating leases with related parties. Finance Leases The Company has finance leases for certain equipment in its transportation fleet. The leases have initial terms of two four Lease Costs and Activity The Company's lease costs and activity during the years ended December 31, 2022, 2021, and 2020 were as follows: December 31, 2022 2021 2020 (in millions) Lease costs: Finance leases: Amortization of finance lease assets $ 95 $ 38 $ 17 Interest obligations under finance leases 19 8 4 Total finance lease costs $ 114 $ 46 $ 21 Operating leases: Fixed lease costs to non-related parties (1) $ 129 $ 56 $ 29 Fixed lease costs to related parties 5 6 7 Variable short-term lease costs to related parties 1 1 2 Total operating lease costs $ 135 $ 63 $ 38 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to non-related parties $ 83 $ 35 $ 18 Operating lease liabilities to related parties $ 5 $ 5 $ 7 Interest payments on finance lease liabilities $ 19 $ 8 $ 4 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 139 $ 56 $ 20 (1) The year ended December 31, 2022 includes $28 million of lease termination fees, net of amounts written off for the corresponding operating lease right-of-use assets and operating lease liabilities which were terminated. Maturity Analysis of Lease Liabilities The following table summarizes maturities of lease liabilities as of December 31, 2022: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) 2023 $ 115 $ 5 $ 93 $ 98 $ 213 2024 103 3 96 99 202 2025 91 2 92 94 185 2026 74 2 88 90 164 2027 31 2 81 83 114 Thereafter 4 2 304 306 310 Total minimum lease payments 418 16 754 770 1,188 Less: amount representing interest (44) (3) (200) (203) (247) Total lease liabilities $ 374 $ 13 $ 554 $ 567 $ 941 (1) Leases that are on a month-to-month basis, short-term leases, and lease extensions that the Company does not expect to exercise are not included. (2) Related party lease payments exclude rent payments due under the DriveTime Lease Agreement and the DriveTime Hub Lease Agreement for locations where the Company shares space with DriveTime, as those are variable lease payments contingent upon the Company's utilization of the leased assets. As of December 31, 2022 and 2021, none of the Company's lease agreements contain material residual value guarantees or material restrictive covenants. Lease Terms and Discount Rates The weighted-average remaining lease terms and discount rates as of December 31, 2022, 2021, and 2020 were as follows, excluding short-term operating leases: December 31, 2022 2021 2020 Weighted average remaining lease terms (years) Operating leases 8.4 9.2 9.8 Finance leases 4.2 4.4 4.4 Weighted-average discount rate Operating leases 7.1 % 7.2 % 8.3 % Finance leases 5.7 % 5.4 % 5.3 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 17 — COMMITMENTS AND CONTINGENCIES Accrued Limited Warranty As part of its retail strategy, the Company provides a 100-day or 4,189-mile limited warranty to customers to repair certain broken or defective components of each used vehicle sold. As such, the Company accrues for such repairs based on actual claims incurred to-date and repair reserves based on historical trends. The liability was $19 million and $16 million, as of December 31, 2022 and 2021, respectively, and is included in accounts payable and other accrued liabilities in the accompanying consolidated balance sheets. Purchase Obligations The Company has purchase obligations for certain customary services related to operating a wholesale auction business of $168 million in aggregate over the next six years, as of December 31, 2022. These purchase obligations are recorded as liabilities when the services are rendered. Legal Matters From time to time, the Company is involved in various claims and legal actions that arise in the ordinary course of business for a publicly traded auto retail and e-commerce company. For example, the Company is currently a party to legal and regulatory disputes, including putative class action and shareholder derivative lawsuits, alleging, among other things, the violation of federal securities and antitrust laws and state laws regarding stockholders' rights and the titling and registration of vehicles sold to its customers. These disputes include, but are not limited to, In re Carvana Co. Securities Litigation, United States District Court for the District of Arizona (Case No. CV-22-2126-PHX-MTL); City of Warwick Retirement System v. Carvana Co., et al., Maricopa County, Arizona Superior Court (Case No. CV2022-013054); In re Carvana Co. Stockholders Litigation, Delaware Chancery Court (Case No. 2020-0415-KSJM); Neal Vestal v. Carvana Co., et al., Delaware Chancery Court (Case No. 2022-0609-KSJM); Taiae Bradley v. Carvana, LLC, United States District Court for the Eastern District of Pennsylvania (Case No. 2:22-cv-02525-MMB); Dana Jennings, et al. v. Carvana, LLC, United States District Court for the Eastern District of Pennsylvania (Case No. 5:21-cv-05400-EGS); and Mountaineer Motors of Lenoir, LLC v. Carvana, LLC, et al., United States District Court for the Western District of North Carolina (Case No. 5:22-cv-00171). The Company believes the claims in these matters are not material or are without merit and intends to defend the matters vigorously. The Company also continues to work closely with government agencies to respond to their requests. It is not possible to determine the probability of loss or estimate damages, if any, for any of the above matters, and therefore, the Company has not established reserves for any of these proceedings. If the Company determines that a loss is both probable and reasonably estimable, the Company will record a liability, and, if the liability is material, disclose the amount of the liability reserved. If an unfavorable ruling or development were to occur, there exists the possibility of a material adverse impact on the Company's business, results of operations, financial condition or cash flows. Future litigation may be necessary to defend the Company and its partners by determining the scope, enforceability and validity of third party proprietary rights or to establish its proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 18 — FAIR VALUE OF FINANCIAL INSTRUMENTS The Company holds certain assets that are required to be measured at fair value on a recurring basis, and beneficial interests in securitizations for which it elected the fair value option. A description of the fair value hierarchy and the Company's methodologies are included in Note 2 — Summary of Significant Accounting Policies. The following tables are a summary of fair value measurements and hierarchy level at December 31, 2022 and 2021: December 31, 2022 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds (1) $ 272 $ 272 $ — $ — Beneficial interests in securitizations 321 — — 321 December 31, 2021 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds (1) $ 154 $ 154 $ — $ — Beneficial interests in securitizations 382 — — 382 (1) Consists of highly liquid investments with original maturities of three months or less and classified in cash and cash equivalents in the accompanying consolidated balance sheets. As of December 31, 2022 and 2021, the Company has purchase price adjustment receivables of approximately $37 million and $34 million, respectively, which are carried at fair value and classified as other assets in the accompanying consolidated balance sheets. Under the MPSA, the purchaser will make future cash payments to the Company based on the performance of the finance receivables sold. The fair value of the purchase price adjustment receivables are determined based on the extent to which the Company’s estimated performance of the underlying finance receivables exceeds a mutually agreed upon performance threshold of the underlying finance receivables as of measurement dates specified in the MPSA. The Company develops its estimate of future cumulative losses based on the historical performance of finance receivables it originated with similar characteristics as well as general macro-economic trends. The Company then utilizes a discounted cash flow model to calculate the present value of the expected future payment amounts. Due to the lack of observable market data these receivables are classified as Level 3. The adjustments to the fair value of the purchase price adjustment receivables were a gain of approximately $14 million and $20 million during the years ended December 31, 2022 and 2021, respectively, and are reflected in other expense (income), net in the accompanying consolidated statements of operations. Beneficial Interests in Securitizations Beneficial interests in securitizations include notes and certificates of the securitization trusts, the same securities as issued to other investors as described in Note 9 — Securitizations and Variable Interest Entities. Beneficial interests in securitizations are initially treated as Level 2 assets when the securitization transaction occurs in close proximity to the end of the period and there is a lack of observable changes in the economic inputs. When the securitization transaction does not occur in close proximity to the end of the period and there have been observable changes in the economic inputs, beneficial interests in securitizations are classified as Level 3. The Company's beneficial interests in securitizations include rated notes and certificates and other assets, all of which are classified as Level 3 due to the lack of observable market data. The Company determines the fair value of its rated notes based on non-binding broker quotes. The non-binding broker quotes are based on models that consider the prevailing interest rates, recent market transactions, and current business conditions. The Company determines the fair value of its certificates and other assets using a combination of non-binding market quotes and internally developed discounted cash flow models. The discounted cash flow models use discount rates based on prevailing interest rates and the characteristics of the specific instruments. As of December 31, 2022 and 2021, the discount rates were 7.1% to 11.3% and 1.1% to 10.0%, respectively. Significant increases or decreases in the inputs to the models could result in a significantly higher or lower fair value measurement. The Company elected the fair value option on its beneficial interests in securitizations, which allows it to recognize changes in the fair value of these assets in the period the fair value changes. Changes in the fair value of the beneficial interests in securitizations are reflected in other expense (income), net in the accompanying consolidated statements of operations. For beneficial interests in securitizations measured at fair value on a recurring basis, the Company's transfers between levels of the fair value hierarchy are deemed to have occurred at the beginning of the reporting period on a quarterly basis. There were no transfers out of Level 3 during the years ended December 31, 2022 and 2021. In December 2021, the Company began selling certain of its beneficial interests in securitizations that meet the criteria for sale set forth in the Risk Retention Rules. For the years ended December 31, 2022 and 2021, the Company sold beneficial interests in securitizations for a purchase price totaling $43 million and $1 million, respectively. The following table presents additional information about Level 3 beneficial interests in securitizations measured at fair value on a recurring basis for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 (in millions) Opening Balance $ 382 $ 131 Received in securitization transactions 148 338 Cash receipts (172) (93) Change in fair value 6 7 Sales of beneficial interests (43) (1) Ending Balance $ 321 $ 382 Fair Value of Financial Instruments The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities, and accounts payable to related party approximate fair value due to their respective short-term maturities. The carrying value of the short-term revolving facilities were determined to approximate fair value due to their short-term duration and variable interest rates that approximate prevailing interest rates as of each reporting period. The carrying value of notes payable and sale leasebacks were determined to approximate fair value as each of the transactions were entered into at prevailing interest rates during each respective period and they have not materially changed as of or during the years ended December 31, 2022 and 2021. The carrying value of the financing of beneficial interests in securitizations was determined to approximate fair value because in the event of a decline in the fair value of the pledged collateral of the financing, the repurchase price of the pledged collateral will be increased by the amount of the decline. The fair value of the Senior Notes, which are not carried at fair value on the accompanying consolidated balance sheets, was determined using Level 2 inputs based on quoted market prices for the identical liability. The fair value of the Senior Notes as of December 31, 2022 and 2021 was as follows: December 31, 2022 2021 (in millions) Carrying value, net of unamortized debt issuance costs $ 5,649 $ 2,422 Fair value 2,533 2,411 The fair value of finance receivables, which are not carried at fair value on the accompanying consolidated balance sheets, was determined utilizing the estimated sales price based on the historical experience of the Company. Such fair value measurement of the finance receivables, net is considered Level 2 under the fair value hierarchy. The carrying value and fair value of the finance receivables as of December 31, 2022 and 2021 were as follows: December 31, 2022 2021 (in millions) Carrying value $ 1,334 $ 356 Fair value 1,437 392 Investment in Equity Securities During October 2021, the Company purchased Series A convertible preferred shares in Root, Inc. ("Root"), an equity security that does not have a readily determinable fair value. The Company elected to measure this investment using a measurement alternative pursuant to by the accounting standards and recorded the investment at its cost of $126 million, which will subsequently be adjusted for observable price changes. The Company considered all relevant transactions since the date of its investment and has not recorded any impairments or upward or downward adjustments to the carrying amount of its investment in Root, as there have not been changes in the observable price of its equity interest through December 31, 2022. On August 12, 2022, Root effected a reverse stock split of its Class A common stock and Class B common stock at a ratio of 18:1, whereby each 18 shares of Root's Class A common stock and Class B common stock were automatically combined into one share of Class A common stock or Class A common stock, respectively (the "Reverse Stock Split"). The shares of Root's Class A common stock issuable to the Company on the conversion of the Series A convertible preferred shares were adjusted proportionally. Also in October 2021, the Company entered into a commercial agreement with Root, under which the Root auto insurance products were to be embedded into the Company's e-commerce platform. In accordance with the provisions of the commercial agreement, the Company received eight tranches of warrants to purchase shares of Root's Class A common stock (the "Warrants"). On September 1, 2022, the integrated auto insurance solution, which embedded into the Company's e-commerce platform (the "Integrated Platform"), was completed. One tranche of the Warrants, consisting of 2.4 million shares, as adjusted pursuant to the Reverse Stock Split, became exercisable upon completion of the Integrated Platform, and is considered a derivative instrument. The other tranches vest based on insurance product sales through the Integrated Platform and are considered derivative instruments. The Company used a Monte Carlo simulation to estimate the fair value of these Warrants, which are classified as Level 3. At contract inception the Company recognized an asset of $30 million for the Warrants and deferred revenue, classified in other assets and other liabilities, respectively in the accompanying consolidated balance sheets. During the year ended December 31, 2022, the Company determined it was probable that the volume of insurance products required to earn the Warrants would be achieved and recorded an additional $75 million of Warrants and deferred revenue based on the contract inception date fair value as determined by the Monte Carlo simulation. The Warrants and deferred revenue are classified in other assets and other liabilities, respectively, in the accompanying consolidated balance sheets. The following table presents changes in the Company's Level 3 Warrants measured at fair value: 2022 (in millions) Balance at December 31, 2021 $ 6 Warrants to acquire Root's Class A common stock 75 Total unrealized loss (1) (79) Balance at December 31, 2022 $ 2 (1) The Company recognized the decrease in fair value in relation to the Warrants to acquire Root's Class A common stock through other expense (income), net in the accompanying consolidated statements of operations. The Company recognized a decrease in fair value of $79 million and $24 million during the years ended December 31, 2022 and 2021, respectively. Derivative Instruments As of December 31, 2022 and 2021, the Company had no other outstanding derivative instruments. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | NOTE 19 — SUPPLEMENTAL CASH FLOW INFORMATION The following table summarizes supplemental cash flow information for the years ended December 31, 2022, 2021, and 2020: For the Years Ended December 31, 2022 2021 2020 (in millions) Supplemental cash flow information: Cash payments for interest, including $0, $0, and $1, respectively, to related parties $ 423 $ 152 $ 95 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 18 $ 102 $ 36 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 375 $ 253 $ 71 Property and equipment acquired under finance leases $ 326 $ 152 $ 78 Warrants to acquire Root Class A common stock $ 75 $ 30 $ — Equity-based compensation expense capitalized to property and equipment $ 8 $ 7 $ 6 Fair value of beneficial interests received in securitization transactions $ 148 $ 338 $ 65 Reductions of beneficial interests in securitizations and associated long-term debt $ 134 $ 38 $ 28 The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same amounts shown in the accompanying consolidated statements of cash flows for all periods presented: December 31, 2022 2021 2020 (in millions) Cash and cash equivalents $ 434 $ 403 $ 301 Restricted cash 194 233 28 Total cash, cash equivalents, and restricted cash $ 628 $ 636 $ 329 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 20 — SUBSEQUENT EVENTS Tax Asset Preservation Plan The Company has generated a federal net operating loss ("NOL") carryforward of $1.8 billion through the year ended December 31, 2022, and it may generate NOL carryforwards in future years. Section 382 of the Code of 1986 contains rules that limit the ability of a company that undergoes an "ownership change" as defined in Section 382 of the Code to utilize its NOL carryforwards and certain built-in losses recognized in years after the ownership change. A company generally experiences an ownership change if the percentage of the value of its stock owned by certain “5-percent shareholders,” as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. These rules generally operate by focusing on ownership shifts among stockholders owning directly or indirectly 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by the company. If the Company undergoes an ownership change for purposes of Section 382 of the Code as a result of future transactions involving its stock, including purchases or sales of stock by current or future 5% shareholders or new issuance of stock by the Company, its ability to use its NOL carryforwards and to recognize certain built-in losses would be subject to the limitations of Section 382 of the Code. Depending on the resulting limitation, a significant portion of the Company's NOL carryforwards could expire before the Company would be able to use them or could be significantly delayed in their application to offsetting income. The Company has entered into a Section 382 Rights Agreement (the “Tax Asset Preservation Plan”) designed to preserve shareholder value and the value of certain tax assets primarily associated with NOL carryforwards and built-in losses under Section 382 of the Code. The Tax Asset Preservation Plan is intended to act as a deterrent to any person or group acquiring 4.9% or more of our outstanding Class A common stock (any such person an “Acquiring Person”), without the approval of the Company’s Board. In connection therewith, on January 16, 2023, the Board declared a dividend of one preferred share purchase right (a “Right”) for each share of Class A common stock, par value $0.001 per share, of the Company. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Preferred Stock, par value $0.01 per share, of the Company (the “Preferred Shares”) at a price of $50.00 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment. The Rights will separate and begin trading separately from the Class A common stock, and right certificates will be caused to evidence the Rights, on the earlier to occur of (i) the Close of Business (as such term is defined in the Tax Asset Preservation Plan) on the tenth day following a public announcement, or the public disclosure of facts indicating, that a Person (as such term is defined in the Tax Asset Preservation Plan) or group of affiliated or associated Persons has acquired Beneficial Ownership (as such term is defined in the Tax Asset Preservation Plan) of 4.9% or more of the outstanding Class A common stock (an “Acquiring Person”) (or, in the event that the Board determines to effect an exchange in accordance with Section 24 of the Tax Asset Preservation Plan and the Board determines that a later date is advisable, then such later date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board prior to such time as any Person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer the consummation of which would result in the Beneficial Ownership by a Person or group of 4.9% or more of the outstanding Class A common stock (the earlier of such dates, the “Distribution Date”). If issued, each Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void) will become exercisable for Class A common stock having a value equal to two times the exercise price of the Right. However, prior to exercise, a Right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rights. Master Purchase and Sale Agreement Effective January 13, 2023, the Company amended its Master Purchase and Sale Agreement to increase the commitment of the purchaser to purchase up to a maximum of $4.0 billion of principal balances of finance receivables from the amendment date through January 12, 2024. Finance Receivable Facilities In January 2023, the Company amended one of its agreements governing one of its short-term revolving credit facilities to, among other things, adjust the line of credit from $500 million to $300 million, and extend the maturity date to January 24, 2024. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II - Valuation and Qualifying Accounts Additions Balance at beginning of period Charged to costs and expenses Charged to other accounts Reductions Balance at end of period (in millions) Deferred tax asset valuation allowance: Year ended December 31, 2022 $ 1,638 $ 398 $ 22 (1) $ — $ 2,058 Year ended December 31, 2021 $ 677 $ 53 $ 908 (1) $ — $ 1,638 Year ended December 31, 2020 $ 215 $ 55 $ 407 (1) $ — $ 677 (1) Amount relates to a valuation allowance established on deferred taxes related to our investment in Carvana Group. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). As discussed in Note 1 — Business Organization, Carvana Group is considered a VIE and Carvana Co. consolidates its financial results due to the determination that it is the primary beneficiary. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of 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 years ended December 31, 2022, 2021, and 2020, the Company did not have any other comprehensive income and, therefore, the net loss and comprehensive loss were the same for all periods presented. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company has cash deposits and cash equivalents deposited in or managed by major financial institutions. Cash equivalents include highly liquid investment instruments with original maturities of three months or less, and consist primarily of money market funds. At times the related amounts are in excess of the amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses with these financial institutions and does not believe it represents significant credit risk. |
Restricted Cash | Restricted CashAmounts included in restricted cash primarily represent the deposits required under the Company's short-term revolving facilities and any undistributed amounts collected on the finance receivables pledged under the Company's finance receivable facilities as explained in Note 10 — Debt Instruments. |
Accounts Receivable, Net | Accounts Receivable, NetAccounts receivable, net of an allowance for doubtful accounts, includes certain amounts due from customers and their finance providers. The allowance for doubtful accounts is estimated based upon historical experience, current economic conditions, and other factors and is evaluated periodically. |
Finance Receivables Held for Sale, Net | Finance Receivables Held for Sale, Net Finance receivables include installment contracts the Company originates to its customers to facilitate vehicle sales. The Company classifies these receivables as held for sale, as it does not intend to hold the finance receivables it originates to maturity. The Company typically sells the finance receivables it originates, as explained in Note 8 — Finance Receivable Sale Agreements and Note 9 — Securitizations and Variable Interest Entities. The Company records a valuation allowance to report finance receivables at the lower of unpaid principal balance or fair value. To determine the fair value of finance receivables the Company utilizes industry-standard modeling, such as discounted cash flow analysis, factoring in the Company’s historical experience, the credit quality of the underlying receivables, loss trends and recovery rates, as well as the overall economic |
Vehicle Inventory | Vehicle Inventory Vehicle inventory consists of used vehicles, primarily acquired directly from customers and at auction. Direct and indirect vehicle reconditioning costs including parts and labor, inbound transportation costs and other incremental overhead costs are capitalized as a component of inventory. Inventory is stated at the lower of cost or net realizable value. Vehicle inventory cost is determined by specific identification. Net realizable value is the estimated selling price less costs to complete, dispose and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventory turn times of similar vehicles, as well as independent market resources. Each reporting period the Company recognizes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value through cost of sales in the accompanying consolidated statements of operations. |
Property and Equipment | Property and Equipment Property and equipment consists of land, buildings and improvements, transportation fleet equipment, software, and furniture, fixtures and equipment and is stated at cost less accumulated depreciation and amortization. Repairs and maintenance costs that extend the life or utility of an asset are also capitalized. Ordinary repairs and maintenance are charged to expense as incurred. Costs incurred during construction are capitalized as construction in progress and reclassified to the appropriate fixed asset categories when the project is completed. In addition, interest on borrowings during the active construction period of construction projects is capitalized and depreciated over the estimated useful lives of the related assets. Costs incurred during the preliminary project planning phase are charged to expense as incurred. The Company capitalizes direct costs of materials and services consumed in developing or obtaining internal-use software. The Company also capitalizes payroll and payroll-related costs for employees who are directly associated with and who devote time to the development of software products for internal use, to the extent of the time spent directly on the project. Capitalization of costs begins during the application development stage and ends when the software is available for general use. Costs incurred during the preliminary project and post-implementation stages are charged to expense as incurred. Depreciation and amortization are computed using the straight-line method over the lesser of the remaining lease term or the following estimated useful lives: Buildings and improvements 15-30 years Transportation fleet equipment 5-6 years Software 3 years Furniture, fixtures and equipment 3-5 years |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Intangible assets are recognized and recorded at their acquisition date fair values. Definite-lived intangible assets consist of developed technology, customer relationships, and non-compete agreements and are amortized on a straight-line basis over their |
Leases | Leases The Company determines if an arrangement is a lease at inception by evaluating if the asset is explicitly or implicitly identified or distinct, if the Company will receive substantially all of the economic benefit or if the lessor has an economic benefit and the ability to substitute the asset. Right-of-use ("ROU") assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. The Company assesses whether the lease is an operating or finance lease at its inception. Operating lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. To calculate the present value, the Company uses the implicit rate in the lease when readily determinable. However, the Company's leases generally do not provide an implicit rate and it uses its incremental borrowing rate. The incremental borrowing rate is based on collateralized borrowings of similar assets with terms that approximate the lease term when available and when collateralized rates are not available, it uses uncollateralized rates with similar terms adjusted for the fact that it is an unsecured rate. The operating lease ROU asset is the initial lease liability adjusted for any prepayments, initial indirect costs incurred by the Company, and lease incentives. The Company's operating leases are included in operating lease right-of-use assets, other current liabilities, and operating lease liabilities on the accompanying consolidated balance sheets. The Company's finance leases are included in property and equipment and long-term debt on the accompanying consolidated balance sheets. |
Securitizations and Variable Interest Entities | Securitizations and Variable Interest Entities The Company reviews subsidiaries and affiliates, as well as other entities, to determine if they should be considered VIEs, and whether it should change the consolidation determinations based on changes in their characteristics. The Company considers an entity a VIE if its equity investors own an interest therein that lacks the characteristics of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support or if the entity is structured with non-substantive voting interests. A VIE is consolidated by its primary beneficiary, the party that has both the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company evaluates whether it has variable interests in the VIE and if so, if it is the primary beneficiary of the VIE on an ongoing basis. The Company consolidates VIEs when it is deemed to be the primary beneficiary. The Company sponsors asset-backed securitization transactions. These transactions often result in the creation of securitization trusts, which are VIEs. To comply with Regulation RR of the Dodd-Frank Wall Street Reform and Consumer |
Revenue Recognition and Shipping and Handling | Revenue Recognition The Company recognizes revenue in accordance with the five-step model prescribed by ASC 606 that includes: (1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) performance obligations are satisfied. Retail Vehicle Sales The Company sells retail vehicles directly to its customers through its website. The prices of retail vehicles are set forth in the customer contracts at stand-alone selling prices which are agreed upon prior to delivery. The Company satisfies its performance obligation for retail vehicle sales upon delivery when the risks and rewards of ownership and control pass to the customer. The Company recognizes revenue at the agreed upon purchase price stated in the contract, including any delivery charges, less an estimate for returns. Estimates for returns are based on an analysis of historical experience, trends and sales data. Changes in these estimates are reflected as an adjustment to revenue in the period identified. The amount of consideration received for retail vehicle sales includes noncash consideration representing the value of trade-in vehicles, if applicable, as stated in the contract. Prior to the delivery of the vehicle, the payment is received or financing has been arranged. Payments from customers that finance their purchases with third parties are typically due and collected within 30 days of delivery of the retail vehicle. Revenue excludes any sales taxes, title and registration fees, and other government fees that are collected from customers. Wholesale Sales and Revenues The Company sells vehicles to wholesalers. These vehicles sold to wholesalers are primarily acquired from customers and do not meet the Company’s quality standards to list and sell through its website. The Company satisfies its performance obligation for wholesale sales and revenues when the wholesale purchaser obtains control of the underlying vehicle, which is upon delivery or pick up at an auction when the transfer of title, risks and rewards of ownership, and control pass to the wholesale purchaser. The Company recognizes revenue at the amount it expects to receive for the used wholesale vehicle, which is the fixed price determined at the auction, or for wholesale marketplace transactions, at the amount it expects to receive for auction fees charged in facilitating the transaction. The purchase price of the wholesale vehicle is typically due and collected within 30 days of delivery of the wholesale vehicle and auction fees are typically due within two days of a completed sale. Other Sales and Revenues Other sales and revenues include gains on the sales of finance receivables, commissions on VSCs, GAP waiver coverage, and customer insurance and interest income received on finance receivables prior to selling them to investors. Customers purchasing retail vehicles from the Company may enter into contracts for VSCs and, if they finance with the Company, GAP waiver coverage. The prices of VSCs and GAP waiver coverage are set forth in each contract. The Company sells and receives a commission on VSCs under a master dealer agreement with DriveTime, pursuant to which the Company sells VSCs that DriveTime administers and is the obligor. The Company receives a commission on GAP waiver coverage contracts where the administrator of the contract is obligated to reimburse the holder of the underlying finance receivable for a balance that is in excess of the value of the financed vehicle in the event of a total loss. The Company recognizes commission revenue at the time of sale, net of a reserve for estimated contract cancellations. GAP waiver coverage contracts obligate whoever holds the underlying finance receivable to not attempt collection of a balance that is in excess of the value of the financed vehicle in the event of a total loss. GAP waiver coverage is recognized as the performance obligation is satisfied over the period of coverage, generally on a straight-line basis over the expected period the outstanding balance of the related finance receivable will exceed the value of the financed vehicle, less a reserve for cancellations. Upon selling the corresponding finance receivable, the Company recognizes any remaining deferred revenue. The reserve for cancellations of VSCs and GAP waiver coverage contracts is estimated based upon historical experience and recent trends and is reflected as a reduction of other sales and revenues. Changes in these estimates are reflected as an adjustment to other sales and revenues in the period identified. Under the master dealer agreement with DriveTime, the Company is also contractually entitled to receive profit-sharing revenues based on the performance of the VSCs once a required claims period has passed. This is a form of variable consideration the Company recognizes as revenue to the extent that it is probable that it will not result in a significant revenue reversal. The Company applies the expected value method, utilizing expected VSC performance based on historical claims and cancellation data from its customers, as well as other qualitative assumptions to estimate the amount it expects to receive. The Company reassesses the estimate each reporting period with any changes reflected as an adjustment to other sales and revenues in the period identified. Profit-sharing payments will begin when the underlying VSCs reach a specified level of claims history. As of December 31, 2022 and 2021, the Company had ending receivables of approximately $8 million and $19 million, respectively, related to cumulative profit-sharing payments recognized as revenue to which it expects to be entitled. The receivables are included in other current assets and other assets on the accompanying consolidated balance sheets. The Company accounts for sales of finance receivables in accordance with ASC Topic 860, Transfers and Servicing of Financial Assets ("ASC 860"). ASC 860 states that a transfer of an entire financial asset, a group of entire financial assets, or a participating interest in an entire financial asset in which the transferor surrenders control over those financial assets is accounted for as a sale only if all of the following conditions are met: • The transferred financial assets have been isolated from the transferor - put presumptively beyond the reach of the transferor and its creditors, even in bankruptcy or other receivership. • Each transferee has the right to pledge or exchange the assets (or beneficial interests) it received, and no condition both constrains the transferee (or third-party holder of its beneficial interests) from taking advantage of its right to pledge or exchange the asset and provides more than a trivial benefit to the transferor. • The transferor, its consolidated affiliates included in the financial statements being presented or its agents do not maintain effective control over the transferred financial assets or third-party beneficial interests related to those transferred assets. For the years ended December 31, 2022, 2021, and 2020, all transfers of finance receivables met the requirements for sale treatment. The Company records the gain on the sale of a finance receivable upon receipt of proceeds, in an amount equal to the fair value of the net proceeds received less the carrying amount of the finance receivable. The Company has made customary representations related to the sales of finance receivables. Any significant estimated post-sale obligations or contingent obligations to the purchaser of the receivables would be accrued if probable and estimable in accordance with ASC 450, Contingencies . Any such obligations are considered in the Company's determination of the accounting for the transfers of the finance receivables under ASC Topic 860, Transfers and Servicing of Financial Assets. |
Cost of Sales | Cost of Sales Cost of sales includes the cost to acquire used vehicles and direct and indirect vehicle reconditioning costs associated with preparing the vehicles for resale. Vehicle reconditioning costs include parts, labor, inbound transportation costs, and other incremental overhead costs, which are allocated to inventory via specific identification and standard costing. Occupancy and labor costs not related to vehicle acquisition or reconditioning, including those incurred in connection with expanding production capacity, are expensed as incurred as a component of selling, general and administrative expense. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. |
Selling, General, and Administrative Expenses | Selling, General, and Administrative Expenses Selling, general, and administrative ("SG&A") expenses primarily include compensation and benefits, advertising, depreciation expense, facilities costs, technology expenses, logistics and fulfillment expenses, and other administrative expenses. SG&A expenses exclude the costs related to reconditioning vehicles and inbound transportation, which are included in cost of sales, and payroll costs of employees related to the development of software products for internal use, which are capitalized to software and depreciated over the estimated useful lives of the related assets. |
Advertising Costs | Advertising CostsAdvertising production costs are expensed the first time the advertising takes place. All other advertising costs are expensed as incurred. Advertising expenses are included in SG&A expenses on the accompanying consolidated statements of operations. |
Equity-Based Compensation | Equity-Based CompensationThe Company classifies equity-based awards granted in exchange for services as either equity awards or liability awards. The classification of an award as either an equity award or a liability award is generally based upon cash settlement options. Equity awards are measured based on the fair value of the award at the grant date. Liability awards are re-measured to fair value each reporting period. The Company recognizes equity-based compensation on a straight-line basis over the award’s requisite service period, which is generally the vesting period of the award, less actual forfeitures. No compensation expense is recognized for awards for which participants do not render the requisite services. For equity and liability awards earned based on performance or upon occurrence of a contingent event, when and if the awards will be earned is estimated. If an award is not considered probable of being earned, no amount of equity-based compensation is recognized. If the award is deemed probable of being earned, related compensation expense is recorded over the estimated service period. To the extent the estimate of awards considered probable of being earned changes, the amount of equity-based compensation recognized will also change. |
Defined Contribution Plan | Defined Contribution PlanThe Company sponsors a qualified 401(k) retirement plan (defined contribution plan) for its employees. The plan covers substantially all employees who have attained the age of 18. Participants may voluntarily contribute to the plan up to the maximum limits established by Internal Revenue Service regulations. The Company provides matching contributions of 40% up to the first 6% of an employee’s compensation, which vests evenly over the employee’s initial five-year service period. On January 1, 2022, the plan was amended whereby prospective participants' employer matching contributions vest evenly over the employee's initial four-year service period. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company from time to time enters into short-term derivative instruments to manage risks arising from its business operations and economic conditions, primarily cash flow variability that may arise from interest rate changes between the time the Company originates finance receivables and the time it sells them through securitizations. The Company does not designate these derivative instruments as hedges under ASC 815, Derivatives and Hedging for hedge accounting treatment and as a result they are accounted for as economic hedges. Gains and losses related to the derivative instruments are included within other sales and revenues to follow the presentation of the hedged item within the accompanying consolidated statements of operations and any derivative instruments outstanding as of the end of the period are reported at fair value on the accompanying consolidated balance sheets. |
Fair Value Measurements | Fair Value Measurements The fair value of financial instruments is based on estimates using quoted market prices, discounted cash flows, or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and the estimated timing and amount of future cash flows. Therefore, the estimates of fair value may differ substantially from amounts that ultimately may be realized or paid at settlement or maturity of the financial instruments, and those differences may be material. Accordingly, the aggregate fair value amounts presented may not represent the Company’s underlying institutional value. |
Segments | Segments Business segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing operating performance. Based on the way the Company manages its business, the Company has determined that it currently operates with one operating segment and therefore one reportable segment. The chief operating decision maker focuses on consolidated results in assessing operating performance and allocating resources. Furthermore, the Company offers similar products and |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the asset and liability method, which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in t |
Adoption of New Accounting Standards | Adoption of New Accounting Standards In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606 instead of being recorded at fair value. The Company early adopted ASU 2021-08 in the second quarter of 2022 and it did not have a material effect on its condensed consolidated financial statements as there were no business combinations affected by the retrospective application to January 1, 2022. |
Loss Per Share | Basic and diluted net loss per share is computed by dividing the net loss attributable to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares. For all periods presented, potentially dilutive shares are excluded from diluted net loss per share because they have an anti-dilutive impact. Therefore, basic and diluted net loss per share attributable to Class A common stockholders are the same for all periods presented. Net loss for all periods presented is attributable only to Class A common stockholders, due to no activity related to convertible preferred stock during those periods. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Property Plant and Equipment, Useful Lives | Depreciation and amortization are computed using the straight-line method over the lesser of the remaining lease term or the following estimated useful lives: Buildings and improvements 15-30 years Transportation fleet equipment 5-6 years Software 3 years Furniture, fixtures and equipment 3-5 years |
Business Combinations and Asset
Business Combinations and Asset Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the allocation of the purchase price consideration to identifiable assets acquired and liabilities assumed as of December 31, 2022: Purchase Price Allocation (in millions) Assets Acquired Current assets $ 208 Property and equipment 1,281 Operating lease right-of-use assets 188 Intangible assets 79 Other assets 1 Total Assets Acquired 1,757 Liabilities Assumed Current liabilities 233 Operating lease liabilities 167 Total Liabilities Assumed 400 Net Assets Acquired 1,357 Purchase price consideration 2,195 Goodwill $ 838 Identifiable intangible assets acquired consist of the following: Fair Value Useful Life Customer relationships $ 50 10 years Developed technology $ 29 3 years |
Business Acquisition, Pro Forma Information | The following unaudited pro forma combined results of operations information for the year ended December 31, 2022 and 2021 have been prepared as if the ADESA Acquisition occurred on January 1, 2021: Unaudited Year ended December 31, 2022 2021 (in millions) Revenues $ 13,903 $ 13,675 Net loss $ (3,024) $ (571) Net loss attributable to non-controlling interests (1,343) (276) Net loss attributable to Carvana Co. $ (1,681) $ (295) Net loss per share of Class A common stock - basic and diluted $ (15.89) $ (3.00) Weighted-average shares of Class A common stock - basic and diluted 105,808 98,459 The unaudited pro forma combined results of operations information reflect the following pro forma adjustments: Unaudited Year ended December 31, 2022 2021 (in millions) Interest expense $ 123 $ 345 Lease expense $ 5 $ (16) Depreciation and amortization expense $ 13 $ (6) Intercompany revenues and cost of sales $ (7) $ (20) |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | The following table summarizes property and equipment, net, as of December 31, 2022 and 2021: December 31, 2022 2021 (in millions) Land and site improvements $ 1,331 $ 303 Buildings and improvements 1,267 643 Transportation fleet 673 347 Software 245 169 Furniture, fixtures, and equipment 158 97 Total property and equipment excluding construction in progress 3,674 1,559 Less: accumulated depreciation and amortization on property and equipment (564) (294) Property and equipment excluding construction in progress, net 3,110 1,265 Construction in progress 134 295 Property and equipment, net $ 3,244 $ 1,560 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets and Goodwill Related to Acquisition | The following table summarizes goodwill and intangible assets, net as of December 31, 2022 and 2021: December 31, 2022 2021 (in millions) Intangible assets: Customer relationships $ 50 $ — Developed technology 41 9 Non-compete agreements 1 1 Intangible assets, acquired cost 92 10 Less: accumulated amortization (22) (6) Intangible assets, net $ 70 $ 4 Goodwill, beginning of year $ 9 $ 9 ADESA Acquisition 838 — Impairment (847) — Goodwill, end of year $ — $ 9 |
Schedule of Future Amortization Expense | The anticipated annual amortization expense to be recognized in future years as of December 31, 2022 is as follows: Expected Future Amortization (in millions) 2023 $ 18 2024 18 2025 14 2026 7 2027 5 Thereafter 8 Total $ 70 |
Accounts Payable and Other Ac_2
Accounts Payable and Other Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Accrued Liabilities | The following table summarizes accounts payable and other accrued liabilities as of December 31, 2022 and 2021: December 31, 2022 2021 (in millions) Accounts payable, including $16 and $27, respectively, due to related parties $ 232 $ 141 Accrued interest expense 99 42 Sales taxes and vehicle licenses and fees 76 102 Accrued compensation and benefits 65 45 Reserve for returns and cancellations 60 44 Customer deposits 23 34 Accrued property and equipment 10 85 Accrued advertising costs 7 40 Other accrued liabilities 205 123 Total accounts payable and other accrued liabilities $ 777 $ 656 |
Securitizations and Variable _2
Securitizations and Variable Interest Entities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities Total Exposure | As such, the total exposure presented below is not an indication of the Company's expected losses. December 31, 2022 December 31, 2021 Carrying Value Total Exposure Carrying Value Total Exposure (in millions) Rated notes $ 252 $ 252 $ 282 $ 282 Certificates and other assets 69 69 100 100 Total unconsolidated VIEs $ 321 $ 321 $ 382 $ 382 December 31, 2022 December 31, 2021 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Rated notes $ 268 $ 252 $ 282 $ 282 Certificates and other assets 43 69 93 100 Total securities available for sale $ 311 $ 321 $ 375 $ 382 |
Schedule of Amortized Cost and Fair Value of Securities Available for Sale | As such, the total exposure presented below is not an indication of the Company's expected losses. December 31, 2022 December 31, 2021 Carrying Value Total Exposure Carrying Value Total Exposure (in millions) Rated notes $ 252 $ 252 $ 282 $ 282 Certificates and other assets 69 69 100 100 Total unconsolidated VIEs $ 321 $ 321 $ 382 $ 382 December 31, 2022 December 31, 2021 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Rated notes $ 268 $ 252 $ 282 $ 282 Certificates and other assets 43 69 93 100 Total securities available for sale $ 311 $ 321 $ 375 $ 382 |
Debt Instruments (Tables)
Debt Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt instruments, excluding finance leases, which are discussed in Note 16 — Leases, as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 2021 (in millions) Asset-based financing: Floor plan facility $ 569 $ 1,877 Finance receivable facilities 965 176 Financing of beneficial interest in securitizations 268 282 Notes payable 3 10 Real estate financing 486 447 Total asset-based financing 2,291 2,792 Senior notes 5,725 2,450 Total debt 8,016 5,242 Less: current portion (1,638) (2,154) Less: unamortized debt issuance costs (1) (82) (34) Total included in long-term debt, net $ 6,296 $ 3,054 (1) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other assets on the accompanying consolidated balance sheets and not included here. The following table summarizes components of the Company's senior secured notes: December 31, December 31, Interest Rate (in millions, except percentages) 2025 Senior Unsecured Notes due October 1, 2025 ("2025 Notes") $ 500 $ 500 5.625 % 2027 Senior Unsecured Notes due April 15, 2027 ("2027 Notes") 600 600 5.500 % 2028 Senior Unsecured Notes due October 1, 2028 ("2028 Notes") 600 600 5.875 % 2029 Senior Unsecured Notes due September 1, 2029 ("2029 Notes") 750 750 4.875 % 2030 Senior Unsecured Notes due May 1, 2030 ("2030 Notes") 3,275 — 10.250 % Total principal amount 5,725 2,450 Less: unamortized debt issuance cost (76) (28) Total debt $ 5,649 $ 2,422 |
Schedule of Future Minimum Principal Payments of Notes Payable | The following table summarizes the aggregate principal maturities due in each period for notes payable, Senior Notes, real estate financing, and financing of beneficial interests in securitizations as of December 31, 2022. 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, 2022 (in millions) 2023 $ 105 2024 76 2025 553 2026 29 2027 608 Thereafter 5,111 Total $ 6,482 |
Non-controlling Interests (Tabl
Non-controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
Summary of Effects of Changes in Ownership in Carvana Group on Equity | For the Years Ended December 31, 2022 2021 2020 (in millions) Transfers from (to) non-controlling interests: Decrease as a result of issuance of Class A common stock $ (554) $ — $ (644) Increase as a result of exchanges of LLC Units 1 43 33 Total transfers from (to) non-controlling interests $ (553) $ 43 $ (611) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Equity-based Compensation Expense Included in Selling, General and Administrative | A summary of equity-based compensation recognized during the years ended December 31, 2022, 2021, and 2020 is as follows: For the Years Ended December 31, 2022 2021 2020 (in millions) Class B Units $ — $ — $ 1 Restricted Stock Units and Awards excluding those granted in relation to the CEO Milestone Gift 41 35 21 Restricted Stock Units granted in relation to the CEO Milestone Gift 39 — — Options 13 11 7 Class A Units — 1 2 Total equity-based compensation 93 47 31 Equity-based compensation capitalized to property and equipment (8) (7) (6) Equity-based compensation capitalized to inventory (16) (1) — Equity-based compensation, net of capitalized amounts $ 69 $ 39 $ 25 |
Schedule of Unrecognized Compensation Costs | As of December 31, 2022, unrecognized equity-based compensation related to outstanding awards and the related weighted-average period over which it is expected to be recognized subsequent to December 31, 2022 is presented in the table below. Total unrecognized equity-based compensation will be adjusted for actual forfeitures. Unrecognized Equity-Based Compensation Related to Outstanding Awards (in millions) Remaining Weighted-Average Amortization Period (in years) Restricted Stock Units and Awards $ 109 3.0 Options 31 2.8 Total unrecognized equity-based compensation $ 140 |
Schedule of Restricted Stock Unit Activity | RSA and RSU activity during the years ended December 31, 2022, 2021, and 2020 was as follows: Number of RSAs/RSUs (in thousands) Weighted-Average Grant-Date Fair Value Outstanding at January 1, 2020 928 $ 48.04 Granted 342 $ 110.00 Settled (475) $ 45.80 Forfeited (57) $ 70.89 Outstanding and nonvested at December 31, 2020 738 $ 76.43 Granted 258 $ 288.27 Settled (385) $ 86.57 Forfeited (58) $ 132.88 Outstanding and nonvested at December 31, 2021 553 $ 162.32 Granted 3,482 $ 65.26 Settled (432) $ 113.96 Forfeited (951) $ 134.83 Outstanding and nonvested at December 31, 2022 2,652 $ 52.62 |
Schedule of Stock Options Activity | Stock option activity during the years ended December 31, 2022, 2021, and 2020 was as follows: Number of Options (in thousands) Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in millions) Outstanding at January 1, 2020 1,147 $ 30.07 8.3 $ 71 Options granted 179 $ 88.56 n/a Options exercised (195) $ 27.82 $ 24 Options forfeited or expired (59) $ 16.52 n/a Outstanding at December 31, 2020 1,072 $ 41.01 7.7 $ 213 Options granted 97 $ 178.42 n/a Options exercised (75) $ 24.32 $ 20 Options forfeited or expired (28) $ 27.62 n/a Outstanding at December 31, 2021 1,066 $ 39.74 6.7 $ 183 Options granted 297 $ 119.53 n/a Options exercised (89) $ 37.89 $ 7 Options forfeited or expired (9) $ 30.97 n/a Outstanding at December 31, 2022 1,265 $ 80.26 6.4 $ — Vested and exercisable as of December 31, 2022 823 $ 52.04 5.5 $ — Expected to vest as of December 31, 2022 442 $ 132.91 8.1 $ — |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The Company determined the grant-date fair value of the options granted during the years ended December 31, 2022, 2021, and 2020 using the Black-Scholes valuation model with the following weighted-average assumptions: Years Ended December 31, 2022 2021 2020 Expected volatility (1) 69.2 % 67.1 % 70.1 % Expected dividend yield — % — % — % Expected term (in years) (2) 6.28 6.14 6.14 Risk-free interest rate 2.0 % 0.7 % 1.4 % Weighted-average grant-date fair value per option $74.85 $178.41 $53.62 (1) Measured using the Company's historical data, market option volatility and selected high-growth guideline companies and considering the risk factors that would influence the range of expected volatility because the Company does not have sufficient historical data to provide a reasonable basis upon which to estimate the expected volatility for the entirety of the term. (2) Expected term represents the estimated period of time until an option is exercised and was determined using the simplified method because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. |
Class A Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Common Units | A summary of the Class A Unit activity for the years ended December 31, 2022, 2021, and 2020 is as follows: Class A Units Number of Class A Units (in thousands) Weighted-Average Grant Date Fair Value Outstanding at January 1, 2020 221 Granted — n/a Exchanged (100) $ 18.58 Forfeited — n/a Outstanding at December 31, 2020 121 Granted — n/a Exchanged (36) $ 18.58 Forfeited — n/a Outstanding at December 31, 2021 85 Granted — n/a Exchanged — n/a Forfeited (6) $ 18.58 Outstanding at December 31, 2022 79 Vested as of December 31, 2022 79 $ 18.58 Expected to vest as of December 31, 2022 — n/a |
Class B Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Common Units | A summary of the Class B Unit activity for the years ended December 31, 2022, 2021, and 2020 is as follows: Class B Units Number of Class B Units (in thousands) Weighted-Average Participation Threshold per Class B Unit Outstanding at January 1, 2020 5,168 $ 3.51 Granted — n/a Exchanged (1,991) $ 1.22 Forfeited (14) $ 5.81 Outstanding at December 31, 2020 3,163 $ 4.94 Granted — n/a Exchanged (535) $ 1.70 Forfeited (1) $ 12.00 Outstanding at December 31, 2021 2,627 $ 5.60 Granted — n/a Exchanged (61) $ 5.75 Forfeited — n/a Outstanding at December 31, 2022 2,566 $ 5.60 Vested as of December 31, 2022 2,566 $ 5.60 Expected to vest as of December 31, 2022 — n/a |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Summary of the Calculation of Basic and Diluted Net Loss Per Unit | The following table presents the calculation of basic and diluted net loss per share during the years ended December 31, 2022, 2021, and 2020: For the years ended December 31, 2022 2021 2020 (in millions, except number of shares, which are reflected in thousands, and per share amounts) Numerator: Net loss $ (2,894) $ (287) $ (462) Net loss attributable to non-controlling interests (1,307) (152) (291) Net loss attributable to Carvana Co. Class A common stockholders, basic and diluted $ (1,587) $ (135) $ (171) Denominator: Weighted-average shares of Class A common stock outstanding 100,848 82,839 65,074 Nonvested weighted-average restricted stock awards (20) (34) (93) Weighted-average shares of Class A common stock outstanding, basic and diluted 100,828 82,805 64,981 Net loss per share of Class A common stock, basic and diluted $ (15.74) $ (1.63) $ (2.63) |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following table presents potentially dilutive securities, as of the end of the period, excluded from the computations of diluted net loss per share of Class A common stock for the years ended December 31, 2022, 2021, and 2020: For the years ended December 31, 2022 2021 2020 (in thousands) Options (1) 1,265 1,066 1,072 Restricted Stock Units and Awards (1) 64 666 757 Class A Units (2) 82,963 89,773 100,700 Class B Units (2) 1,559 2,217 3,321 _________________________ (1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive. (2) Represents the weighted-average as-converted LLC units that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of the Components of Income Tax Expense (Benefit) | The components of income tax expense (benefit) are as follows: Years Ended December 31, 2022 2021 2020 (in millions) Federal - Current $ 2 $ 2 $ — Federal - Deferred (1) (1) — 1 1 — State - Current — — — State - Deferred — — — — — — Total Expense (Benefit) $ 1 $ 1 $ — |
Schedule of Reconciliation of Effective Income Tax Rate | A reconciliation of the U.S. federal rate to the Company’s effective income tax rate is as follows: Years Ended December 31, 2022 2021 2020 Amount Percent Amount Percent Amount Percent (dollars in millions) Expected U.S. federal income taxes at statutory rate $ (607) 21.0 % $ (60) 21.0 % $ (97) 21.0 % Loss attributable to non-controlling interests 274 (9.5) % 32 (11.2) % 62 (13.5) % State taxes (64) 2.2 % (8) 2.8 % (9) 2.0 % Stock based compensation — — % (16) 5.6 % (5) 1.1 % Valuation allowance 398 (13.7) % 53 (18.5) % 56 (12.0) % Effect due to LLC flow-through structure — — % — — % (7) 1.5 % Income tax expense (benefit) $ 1 — % $ 1 (0.3) % $ — 0.1 % |
Schedule of Deferred Tax Assets | The components of the Company’s deferred tax assets are as follows: Years Ended December 31, 2022 2021 (in millions) Deferred tax assets: Investment in Carvana Group $ 1,471 $ 1,391 Net operating loss carryforward 451 193 Interest expense carryforward 130 50 Tax credit carryforward 6 4 Other 2 1 Total gross deferred tax assets 2,060 1,639 Valuation allowance (2,058) (1,638) Total deferred tax assets, net of valuation allowance $ 2 $ 1 Deferred tax liabilities: Intangibles $ (1) $ (1) Total deferred tax assets and liabilities $ 1 $ — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost and Activity | The Company's lease costs and activity during the years ended December 31, 2022, 2021, and 2020 were as follows: December 31, 2022 2021 2020 (in millions) Lease costs: Finance leases: Amortization of finance lease assets $ 95 $ 38 $ 17 Interest obligations under finance leases 19 8 4 Total finance lease costs $ 114 $ 46 $ 21 Operating leases: Fixed lease costs to non-related parties (1) $ 129 $ 56 $ 29 Fixed lease costs to related parties 5 6 7 Variable short-term lease costs to related parties 1 1 2 Total operating lease costs $ 135 $ 63 $ 38 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to non-related parties $ 83 $ 35 $ 18 Operating lease liabilities to related parties $ 5 $ 5 $ 7 Interest payments on finance lease liabilities $ 19 $ 8 $ 4 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 139 $ 56 $ 20 (1) The year ended December 31, 2022 includes $28 million of lease termination fees, net of amounts written off for the corresponding operating lease right-of-use assets and operating lease liabilities which were terminated. |
Schedule of Finance Lease, Maturity | The following table summarizes maturities of lease liabilities as of December 31, 2022: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) 2023 $ 115 $ 5 $ 93 $ 98 $ 213 2024 103 3 96 99 202 2025 91 2 92 94 185 2026 74 2 88 90 164 2027 31 2 81 83 114 Thereafter 4 2 304 306 310 Total minimum lease payments 418 16 754 770 1,188 Less: amount representing interest (44) (3) (200) (203) (247) Total lease liabilities $ 374 $ 13 $ 554 $ 567 $ 941 (1) Leases that are on a month-to-month basis, short-term leases, and lease extensions that the Company does not expect to exercise are not included. |
Schedule of Operating Lease, Maturity | The following table summarizes maturities of lease liabilities as of December 31, 2022: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) 2023 $ 115 $ 5 $ 93 $ 98 $ 213 2024 103 3 96 99 202 2025 91 2 92 94 185 2026 74 2 88 90 164 2027 31 2 81 83 114 Thereafter 4 2 304 306 310 Total minimum lease payments 418 16 754 770 1,188 Less: amount representing interest (44) (3) (200) (203) (247) Total lease liabilities $ 374 $ 13 $ 554 $ 567 $ 941 (1) Leases that are on a month-to-month basis, short-term leases, and lease extensions that the Company does not expect to exercise are not included. |
Schedule of Weighted-Average Remaining Lease Terms and Discount Rates | The weighted-average remaining lease terms and discount rates as of December 31, 2022, 2021, and 2020 were as follows, excluding short-term operating leases: December 31, 2022 2021 2020 Weighted average remaining lease terms (years) Operating leases 8.4 9.2 9.8 Finance leases 4.2 4.4 4.4 Weighted-average discount rate Operating leases 7.1 % 7.2 % 8.3 % Finance leases 5.7 % 5.4 % 5.3 % |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | Accrued limited warranty activities during the years ended December 31, 2022, 2021, and 2020 were as follows: Years ended December 31, 2022 2021 2020 (in millions) Accrued limited warranty, beginning of period $ 16 $ 11 $ 4 Accruals for new warranties issued 126 109 50 Settlements (146) (110) (46) Changes in estimate of accrued limited warranty 23 6 3 Accrued limited warranty, end of period $ 19 $ 16 $ 11 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements and Hierarchy Level | The following tables are a summary of fair value measurements and hierarchy level at December 31, 2022 and 2021: December 31, 2022 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds (1) $ 272 $ 272 $ — $ — Beneficial interests in securitizations 321 — — 321 December 31, 2021 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds (1) $ 154 $ 154 $ — $ — Beneficial interests in securitizations 382 — — 382 (1) Consists of highly liquid investments with original maturities of three months or less and classified in cash and cash equivalents in the accompanying consolidated balance sheets. |
Scheduled of Additional Information of Beneficial Interests in Securitizations | The following table presents additional information about Level 3 beneficial interests in securitizations measured at fair value on a recurring basis for the years ended December 31, 2022 and 2021: Years Ended December 31, 2022 2021 (in millions) Opening Balance $ 382 $ 131 Received in securitization transactions 148 338 Cash receipts (172) (93) Change in fair value 6 7 Sales of beneficial interests (43) (1) Ending Balance $ 321 $ 382 |
Schedule of Carrying Value and Fair Value of Senior Notes, Finance Receivables, and Beneficial Interests in Securitizations | The fair value of the Senior Notes as of December 31, 2022 and 2021 was as follows: December 31, 2022 2021 (in millions) Carrying value, net of unamortized debt issuance costs $ 5,649 $ 2,422 Fair value 2,533 2,411 December 31, 2022 2021 (in millions) Carrying value $ 1,334 $ 356 Fair value 1,437 392 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes in the Company's Level 3 Warrants measured at fair value: 2022 (in millions) Balance at December 31, 2021 $ 6 Warrants to acquire Root's Class A common stock 75 Total unrealized loss (1) (79) Balance at December 31, 2022 $ 2 (1) The Company recognized the decrease in fair value in relation to the Warrants to acquire Root's Class A common stock through other expense (income), net in the accompanying consolidated statements of operations. The Company recognized a decrease in fair value of $79 million and $24 million during the years ended December 31, 2022 and 2021, respectively. |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table summarizes supplemental cash flow information for the years ended December 31, 2022, 2021, and 2020: For the Years Ended December 31, 2022 2021 2020 (in millions) Supplemental cash flow information: Cash payments for interest, including $0, $0, and $1, respectively, to related parties $ 423 $ 152 $ 95 Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ 18 $ 102 $ 36 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 375 $ 253 $ 71 Property and equipment acquired under finance leases $ 326 $ 152 $ 78 Warrants to acquire Root Class A common stock $ 75 $ 30 $ — Equity-based compensation expense capitalized to property and equipment $ 8 $ 7 $ 6 Fair value of beneficial interests received in securitization transactions $ 148 $ 338 $ 65 Reductions of beneficial interests in securitizations and associated long-term debt $ 134 $ 38 $ 28 |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the accompanying consolidated balance sheets that sum to the total of the same amounts shown in the accompanying consolidated statements of cash flows for all periods presented: December 31, 2022 2021 2020 (in millions) Cash and cash equivalents $ 434 $ 403 $ 301 Restricted cash 194 233 28 Total cash, cash equivalents, and restricted cash $ 628 $ 636 $ 329 |
Business Organization - Narrati
Business Organization - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 class | |
Subsidiary, Sale of Stock [Line Items] | |
Number of classes of common ownership interests | 2 |
Carvana Group | |
Subsidiary, Sale of Stock [Line Items] | |
Ownership percentage by Carvana Co. | 55.90% |
Ownership percentage by LLC unitholders | 44.10% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Liquidity (Details) - USD ($) shares in Millions | 21 Months Ended | |||||||
Dec. 31, 2021 | Sep. 22, 2023 | Jan. 31, 2023 | Jan. 13, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Mar. 22, 2022 | Mar. 31, 2021 | |
Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | |||||||
MPSA | Consumer Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment of purchaser, current availability financing, principal balances of finance receivables | $ 5,000,000,000 | $ 5,000,000,000 | $ 4,000,000,000 | |||||
Receivable purchase agreement, remaining unused capacity | $ 1,200,000,000 | |||||||
MPSA | Consumer Loan | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment of purchaser, current availability financing, principal balances of finance receivables | $ 4,000,000,000 | |||||||
Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issued, aggregate principal amount | $ 2,450,000,000 | 5,725,000,000 | ||||||
Senior Unsecured Notes Effective Between 2025 And 2029 | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issued, aggregate principal amount | 5,700,000,000 | |||||||
Senior Unsecured Notes Effective September 2018, 2023 Notes | Senior notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of debt | $ 627,000,000 | |||||||
Floor plan facility | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, remaining borrowing capacity | 373,000,000 | |||||||
Floor Plan Facility, 12-Month | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | 2,200,000,000 | |||||||
Line of credit facility, remaining borrowing capacity | $ 1,600,000,000 | |||||||
Floor Plan Facility, 12-Month | Line of Credit | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000,000 | |||||||
Class A | Equity Offerings | ||||||||
Debt Instrument [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | 34 | |||||||
Stock sold during period, net proceeds | $ 2,300,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Comprehensive Loss (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Other comprehensive income | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Accounts Receivable, Net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 12 | $ 20 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Finance Receivables Held for Sale, Net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Finance receivable, allowance | $ 36 | $ 21 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and Equipment, Schedule of Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Minimum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 15 years |
Minimum | Transportation fleet equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Minimum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Maximum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
Maximum | Transportation fleet equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 6 years |
Maximum | Furniture, fixtures and equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Impairment charges | $ 0 | $ 0 | $ 0 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Accounting Policies [Abstract] | |||
Impairment charges related to intangible assets | $ | $ 0 | $ 0 | $ 0 |
Number of operating segments | segment | 1 | ||
Number of reporting units | segment | 1 | ||
Goodwill impairment | $ | $ 847,000,000 | $ 0 | $ 0 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
DriveTime Automotive Group, Inc. | Related Party | Master Dealer Agreement | ||
Related Party Transaction [Line Items] | ||
Ending receivables, related to excess cash flow from contracts | $ 8 | $ 19 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 490 | $ 479 | $ 286 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Shipping and Handling Fees and Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Selling, general and administrative expenses | $ 2,736 | $ 2,033 | $ 1,126 |
Shipping and Handling | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Selling, general and administrative expenses | $ 235 | $ 148 | $ 77 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Employer matching contribution, percent of match | 40% | |||
Employer matching contribution, percent of employees' gross pay | 6% | |||
Vesting period | 4 years | 5 years | ||
Employer contributions | $ 8 | $ 5 | $ 3 |
Summary of Significant Accou_15
Summary of Significant Accounting Policies - Segments (Details) | 12 Months Ended |
Dec. 31, 2022 segment | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) ft² in Millions, $ in Millions | 12 Months Ended | |||
May 09, 2022 USD ($) ft² a site | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||
Land, acres acquired | a | 4,000 | |||
Useful Life | 6 years | |||
Goodwill, end of year | $ 0 | $ 9 | $ 9 | |
Amortization expense | 16 | $ 2 | $ 2 | |
ADESA U.S. Physical Auction Acquisition | ||||
Business Acquisition [Line Items] | ||||
Percentage of voting interests acquired | 100% | |||
Consideration transferred | $ 2,200 | |||
Number of sites acquired | site | 56 | |||
Buildings, square feet acquired | ft² | 6.5 | |||
Useful Life | 6 years 7 months 6 days | |||
Goodwill, end of year | $ 838 | |||
Cost of sales recognized | 472 | |||
Net loss recognized | 101 | |||
Depreciation and amortization recognized | 83 | |||
Amortization expense | 15 | |||
ADESA U.S. Physical Auction Acquisition | Wholesale Sales And Revenues | ||||
Business Acquisition [Line Items] | ||||
Wholesale sales and revenues recognized | $ 490 |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocated to Liabilities Assumed and Assets Acquired (Details) - USD ($) $ in Millions | 12 Months Ended | |||
May 09, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Liabilities Assumed | ||||
Goodwill, end of year | $ 0 | $ 9 | $ 9 | |
Useful Life | 6 years | |||
ADESA U.S. Physical Auction Acquisition | ||||
Assets Acquired | ||||
Current assets | $ 208 | |||
Property and equipment | 1,281 | |||
Operating lease right-of-use assets | 188 | |||
Intangible assets | 79 | |||
Other assets | 1 | |||
Total Assets Acquired | 1,757 | |||
Liabilities Assumed | ||||
Current liabilities | 233 | |||
Operating lease liabilities | 167 | |||
Total Liabilities Assumed | 400 | |||
Net Assets Acquired | 1,357 | |||
Purchase price consideration | 2,195 | |||
Goodwill, end of year | $ 838 | |||
Useful Life | 6 years 7 months 6 days | |||
ADESA U.S. Physical Auction Acquisition | Customer relationships | ||||
Liabilities Assumed | ||||
Fair Value | $ 50 | |||
Useful Life | 10 years | |||
ADESA U.S. Physical Auction Acquisition | Developed technology | ||||
Liabilities Assumed | ||||
Fair Value | $ 29 | |||
Useful Life | 3 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - ADESA U.S. Physical Auction Acquisition - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenues | $ 13,903 | $ 13,675 |
Net loss | (3,024) | (571) |
Net loss attributable to non-controlling interests | (1,343) | (276) |
Net loss attributable to Carvana Co. | $ (1,681) | $ (295) |
Net loss per share of Class A common stock - diluted (in dollars per share) | $ (15.89) | $ (3) |
Net loss per share of Class A common stock - basic (in dollars per share) | $ (15.89) | $ (3) |
Weighted-average shares of Class A common stock - basic (in shares) | 105,808 | 98,459 |
Weighted-average shares of Class A common stock - diluted (in shares) | 105,808 | 98,459 |
Interest expense | $ 123 | $ 345 |
Lease expense | 5 | (16) |
Depreciation and amortization expense | 13 | (6) |
Intercompany revenues and cost of sales | $ (7) | $ (20) |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization on property and equipment | $ (564) | $ (294) |
Property and equipment, net | 3,244 | 1,560 |
Land and site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment excluding construction in progress | 1,331 | 303 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment excluding construction in progress | 1,267 | 643 |
Transportation fleet | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment excluding construction in progress | 673 | 347 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment excluding construction in progress | 245 | 169 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment excluding construction in progress | 158 | 97 |
Property and equipment excluding construction in progress, net | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment excluding construction in progress | 3,674 | 1,559 |
Property and equipment, net | 3,110 | 1,265 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment excluding construction in progress | $ 134 | $ 295 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 261,000 | $ 105,000 | $ 74,000 |
Incurred interest | 503,000 | 185,000 | 139,000 |
Capitalized interest | 17,000 | 9,000 | 8,000 |
Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | 346,000 | 153,000 | 92,000 |
Property, Plant and Equipment | Inventories | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | 49,000 | 26,000 | 10,000 |
Software & Construction-in-Progress | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized computer software additions, related to payroll costs | 85,000 | 59,000 | 49,000 |
Software | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized computer software additions, related to payroll costs | 68,000 | 45,000 | 36,000 |
Selling, general and administrative | Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation And Amortization Excluding Debt Issuance Costs | 183,000 | 103,000 | 72,000 |
Cost of Sales | Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | 114,000 | 24,000 | 10,000 |
Cost Of Sales, Previously Capitalized To Vehicle Inventory | Property, Plant and Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 52,000 | $ 24,000 | $ 10,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Fair Value of Acquired Intangible Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 70,000,000 | $ 4,000,000 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning of year | 9,000,000 | 9,000,000 | |
ADESA Acquisition | 838,000,000 | 0 | |
Goodwill impairment | (847,000,000) | 0 | $ 0 |
Goodwill, end of year | 0 | 9,000,000 | $ 9,000,000 |
Car360 | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, acquired cost | 92,000,000 | 10,000,000 | |
Less: accumulated amortization | (22,000,000) | (6,000,000) | |
Intangible assets, net | 70,000,000 | 4,000,000 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning of year | 9,000,000 | ||
Goodwill, end of year | 0 | 9,000,000 | |
Car360 | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, acquired cost | 50,000,000 | 0 | |
Car360 | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, acquired cost | 41,000,000 | 9,000,000 | |
Car360 | Non-compete agreements | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, acquired cost | $ 1,000,000 | $ 1,000,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 27, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Share price | $ 3.72 | |||
Goodwill impairment | $ 847,000,000 | $ 0 | $ 0 | |
Amortization expense | $ 16,000,000 | $ 2,000,000 | $ 2,000,000 | |
Useful Life | 6 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 18 | |
2024 | 18 | |
2025 | 14 | |
2026 | 7 | |
2027 | 5 | |
Thereafter | 8 | |
Intangible assets, net | $ 70 | $ 4 |
Accounts Payable and Other Ac_3
Accounts Payable and Other Accrued Liabilities - Summary of Accounts Payable and Other Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Payables And Accruals [Line Items] | ||
Accounts payable, including $16 and $27, respectively, due to related parties | $ 232 | $ 141 |
Accrued interest expense | 99 | 42 |
Sales taxes and vehicle licenses and fees | 76 | 102 |
Accrued compensation and benefits | 65 | 45 |
Reserve for returns and cancellations | 60 | 44 |
Customer deposits | 23 | 34 |
Accrued property and equipment | 10 | 85 |
Accrued advertising costs | 7 | 40 |
Other accrued liabilities | 205 | 123 |
Total accounts payable and other accrued liabilities | 777 | 656 |
Related Party | ||
Payables And Accruals [Line Items] | ||
Accounts payable, including $16 and $27, respectively, due to related parties | 16 | 27 |
Total accounts payable and other accrued liabilities | $ 16 | $ 27 |
Related Party Transactions - Le
Related Party Transactions - Lease Agreements (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2020 USD ($) | Nov. 30, 2018 renewal_option | Mar. 31, 2017 location renewal_option | Feb. 28, 2017 renewal_option | Nov. 30, 2014 location renewal_option | Dec. 31, 2022 USD ($) renewal_option | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2018 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||||||
Operating lease, number of renewal options (up to) | 1 | |||||||||
Purchase of certain leasehold improvements and equipment | $ | $ 512 | $ 557 | $ 360 | |||||||
Maximum | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating leases, renewal term | 20 years | |||||||||
DriveTime Automotive Group, Inc. | Building | Related Party | Lease Agreement for Fully-Operational Inspection and Reconditioning Center | Winder, Georgia | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease, number of renewal options (up to) | 3 | |||||||||
Operating leases, renewal term | 5 years | |||||||||
Operating lease term | 8 years | |||||||||
DriveTime Automotive Group, Inc. | Building | Related Party | Lease Agreement for Fully-Operational Inspection and Reconditioning Center | Cleveland, Ohio | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease term | 3 years | |||||||||
DriveTime Automotive Group, Inc. | Building | Related Party | Related Party Lease Agreements | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease, cancellation terms, number of days prior written notice | 60 days | |||||||||
Operating lease, number of renewal options (up to) | 2 | 2 | ||||||||
Operating leases, renewal term | 1 year | 1 year | ||||||||
Operating lease, renewal options, number of locations | location | 10 | 10 | ||||||||
Termination rights, prior written notice period | 60 days | |||||||||
Operating lease term | 12 months | |||||||||
DriveTime Automotive Group, Inc. | Building | Related Party | Related Party Lease Agreements | Cleveland, Ohio | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease, number of renewal options (up to) | 3 | |||||||||
Operating leases, renewal term | 5 years | |||||||||
Verde Investments, Inc. | Building | Related Party | Lease Agreement Related to Vehicle Inspection and Reconditioning Center | Tolleson, Arizona | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Purchase of certain leasehold improvements and equipment | $ | $ 22 | |||||||||
Verde Investments, Inc. | Building | Maximum | Related Party | Lease Agreement Related to Vehicle Inspection and Reconditioning Center | Tolleson, Arizona | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Operating lease term | 15 years | 15 years | ||||||||
Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party | Related Party Lease Agreements | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Expenses from transactions with related party | $ | $ 4 | $ 5 | $ 7 |
Related Party Transactions - Co
Related Party Transactions - Corporate Office Leases (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2019 renewal_option | Sep. 30, 2016 renewal_option | Dec. 31, 2022 USD ($) renewal_option | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Related Party Transaction [Line Items] | |||||
Operating lease, number of renewal options | 1 | ||||
DriveTime Automotive Group, Inc. | Related Party | Corporate Headquarters, Office Lease And Subleased Office Space, First Floor | |||||
Related Party Transaction [Line Items] | |||||
Operating lease term | 83 months | ||||
Operating lease, number of renewal options | 3 | ||||
Operating leases, renewal term | 5 years | ||||
DriveTime Automotive Group, Inc. | Related Party | Subleased Office Space, First Floor | |||||
Related Party Transaction [Line Items] | |||||
Expenses from transactions with related party | $ | $ 1 | $ 1 | $ 1 | ||
Verde Investments, Inc. | Related Party | Office Building Lease | Tempe, Arizona | |||||
Related Party Transaction [Line Items] | |||||
Operating lease term | 10 years | ||||
Operating lease, number of renewal options | 2 | ||||
Operating leases, renewal term | 5 years | ||||
Expenses from transactions with related party | $ | $ 1 | $ 1 |
Related Party Transactions - Wh
Related Party Transactions - Wholesale Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Revenue | $ 13,604 | $ 12,814 | $ 5,587 |
Wholesale sales and revenues | |||
Related Party Transaction [Line Items] | |||
Revenue | 2,609 | 1,920 | 445 |
Wholesale sales and revenues | DriveTime Automotive Group, Inc. | Related Parties | |||
Related Party Transaction [Line Items] | |||
Revenue | $ 32 | $ 54 | $ 4 |
Related Party Transactions - Re
Related Party Transactions - Retail Vehicle Acquisitions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Vehicle inventory | $ 1,876 | $ 3,149 | |
Cost of goods sold, related to vehicles acquired | 12,358 | 10,885 | $ 4,793 |
Used Vehicles | DriveTime Automotive Group, Inc. | Related Parties | |||
Related Party Transaction [Line Items] | |||
Vehicle inventory | 1 | 19 | |
Used Vehicle Sales | DriveTime Automotive Group, Inc. | Related Parties | |||
Related Party Transaction [Line Items] | |||
Cost of goods sold, related to vehicles acquired | $ 22 | $ 62 |
Related Party Transactions - Ma
Related Party Transactions - Master Dealer Agreement (Details) - DriveTime Automotive Group, Inc. - Related Party - Master Dealer Agreement - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 176 | $ 186 | $ 94 |
Revenue related to excess cash reserves on contracts | 1 | 20 | 11 |
Expenses from transactions with related party | $ 18 | $ 15 | $ 6 |
Related Party Transactions - Pr
Related Party Transactions - Profit Sharing Agreement (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | |||
Net sales and operating revenues | $ 13,604 | $ 12,814 | $ 5,587 |
Other sales and revenues | |||
Related Party Transaction [Line Items] | |||
Net sales and operating revenues | 741 | $ 1,043 | $ 401 |
DriveTime Automotive Group, Inc. | Other sales and revenues | |||
Related Party Transaction [Line Items] | |||
Net sales and operating revenues | $ 3 |
Related Party Transactions - Se
Related Party Transactions - Servicing and Administrative Fees (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
DriveTime Automotive Group, Inc. | Related Party | Servicing and Administrative Fees | |||
Related Party Transaction [Line Items] | |||
Expenses from transactions with related party | $ 10 | $ 6 | $ 6 |
Related Party Transactions - Ai
Related Party Transactions - Aircraft Time Sharing Agreement (Details) - Verde Investments, Inc. - Air Transportation Equipment - Related Party $ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2015 aircraft | Dec. 31, 2017 aircraft | |
Aircraft Time Sharing Agreement | |||||
Related Party Transaction [Line Items] | |||||
Number of aircrafts | 2 | ||||
Contractual term | 12 months | ||||
Contractual agreement, perpetual automatic renewal term | 12 months | ||||
Number of allowable days prior to contract termination with written notice | 30 days | ||||
Expenses from transactions with related party (less than) | $ | $ 1 | $ 1 | $ 1 | ||
Aircraft Time Sharing Agreement, Amended 2017 | |||||
Related Party Transaction [Line Items] | |||||
Number of aircrafts | 2 |
Related Party Transactions - Sh
Related Party Transactions - Shared Services Agreement with DriveTime (Details) - DriveTime Automotive Group, Inc. - Related Party - Shared Services Agreement with DriveTime - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transaction [Line Items] | ||||
Number of allowable days prior to contract termination with written notice | 30 days | |||
Number of allowable days prior to contract termination with written notice from service provider | 90 days | |||
Payments to acquire GAP waiver insurance policy (less than) | $ 1 | $ 1 | $ 1 |
Related Party Transactions - Ac
Related Party Transactions - Accounts Payable Due to Related Party (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable due to related party | $ 16 | $ 27 |
Related Party Transactions - _2
Related Party Transactions - Contributions of Class A Common Shares from Ernest Garcia III (Details) - Chief Executive Officer - Contribution Agreement - Ernest Garcia III - shares | 3 Months Ended | 12 Months Ended | |
Jan. 05, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Award vesting period | 2 years | ||
Restricted Stock Units (RSUs) | |||
Related Party Transaction [Line Items] | |||
Stock Issued During Period, Per Employee, Shares, New Issues | 23 | ||
Issuance of stock during the period (in shares) | 435,035 | ||
RSUs vested in the period (in shares) | 128,133 | ||
Class A | |||
Related Party Transaction [Line Items] | |||
Stock contribution commitment, shares per employee (in shares) | 23 |
Finance Receivable Sale Agree_2
Finance Receivable Sale Agreements - Narrative (Details) | 12 Months Ended | |||||||||
May 07, 2019 USD ($) | Dec. 31, 2022 USD ($) agreementType | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Jan. 31, 2023 USD ($) | Jan. 13, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 22, 2022 USD ($) | Mar. 31, 2021 USD ($) | |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Number of agreement types | agreementType | 2 | |||||||||
Subsequent Event | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 300,000,000 | |||||||||
Amended and Restated Loan and Security Agreement | Revolving Credit Facility | Ally Bank | Line of Credit | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 350,000,000 | |||||||||
Consumer Loan | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Payments to repurchase financing receivables | 34,000,000 | |||||||||
Payments for purchase of finance receivables | $ 128,000,000 | |||||||||
Consumer Loan | Debt And Other Liabilities | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Payments to repurchase financing receivables | 106,000,000 | |||||||||
Consumer Loan | Financing Receivable | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Payments to repurchase financing receivables | $ 140,000,000 | |||||||||
Consumer Loan | MPSA | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Commitment of purchaser, current availability financing, principal balances of finance receivables (up to) | $ 5,000,000,000 | $ 5,000,000,000 | $ 4,000,000,000 | |||||||
Principal balances of finance receivables through securitization transactions, sold | $ 3,800,000,000 | $ 2,100,000,000 | $ 2,200,000,000 | |||||||
Consumer Loan | MPSA | Subsequent Event | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Commitment of purchaser, current availability financing, principal balances of finance receivables (up to) | $ 4,000,000,000 | |||||||||
Consumer Loan | Master Purchase and Sale Agreement and Master Transfer Agreements | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Gain on loan sales | 411,000,000 | 718,000,000 | 218,000,000 | |||||||
Consumer Loan | 2017 Master Transfer Agreement | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Principal balances of finance receivables through securitization transactions, sold | $ 139,000,000 | |||||||||
Securitization Transaction | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Principal balances of finance receivables through securitization transactions, sold | $ 2,400,000,000 | 5,000,000,000 | 900,000,000 | |||||||
Fixed Pool Loan | ||||||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||||||
Principal balances of finance receivables through securitization transactions, sold | $ 0 | $ 320,000,000 |
Securitizations and Variable _3
Securitizations and Variable Interest Entities - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Carrying Value | $ 321 | $ 382 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | $ 321 | $ 382 |
Securitizations and Variable _4
Securitizations and Variable Interest Entities - Schedule of Expected Losses (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Carrying Value | $ 321 | $ 382 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 321 | 382 |
Total Exposure | 321 | 382 |
Rated notes | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 252 | 282 |
Total Exposure | 252 | 282 |
Certificates and other assets | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 69 | 100 |
Total Exposure | $ 69 | $ 100 |
Securitizations and Variable _5
Securitizations and Variable Interest Entities - Schedule of Cost and Fair Value of Securities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Fair Value | $ 321 | $ 382 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Amortized Cost | 311 | 375 |
Fair Value | 321 | 382 |
Rated notes | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Amortized Cost | 268 | 282 |
Fair Value | 252 | 282 |
Certificates and other assets | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Amortized Cost | 43 | 93 |
Fair Value | $ 69 | $ 100 |
Debt Instruments - Schedule of
Debt Instruments - Schedule of Long-Term Debt (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 8,016 | $ 5,242 |
Total asset-based financing | 2,291 | 2,792 |
Less: current portion | (1,638) | (2,154) |
Less: unamortized debt issuance costs | (82) | (34) |
Total included in long-term debt, net | 6,296 | 3,054 |
Financing of beneficial interest in securitizations | ||
Debt Instrument [Line Items] | ||
Total debt | 268 | 282 |
Real estate financing | ||
Debt Instrument [Line Items] | ||
Total debt | 486 | 447 |
Senior notes | ||
Debt Instrument [Line Items] | ||
Senior notes | 5,725 | 2,450 |
Less: unamortized debt issuance costs | (76) | (28) |
Floor plan facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 569 | 1,877 |
Finance receivable facilities | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 965 | 176 |
Notes payable | Notes payable | ||
Debt Instrument [Line Items] | ||
Total debt | $ 3 | $ 10 |
Debt Instruments - Floor Plan F
Debt Instruments - Floor Plan Facilities (Details) - USD ($) | 1 Months Ended | ||||
Sep. 22, 2022 | Nov. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | |||||
Line of credit, outstanding | $ 1,534,000,000 | $ 2,053,000,000 | |||
Restricted cash | $ 194,000,000 | $ 233,000,000 | $ 28,000,000 | ||
Line of Credit | Floor plan facility | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding balance, days held in inventory threshold | 150 days | ||||
Outstanding balance, held in inventory, percentage of original principal amount due | 10% | ||||
Outstanding balance, held in inventory, original principal amount, threshold | 50% | ||||
Outstanding balance, held in inventory, wholesale value, threshold | 50% | ||||
Deposit required under floor plan facility, percentage of principal balance | 12.50% | ||||
Interest rate | 3.57% | 2.55% | |||
Line of credit, outstanding | $ 1,900,000,000 | ||||
Line of credit facility, remaining borrowing capacity | $ 373,000,000 | ||||
Restricted cash | 141,000,000 | ||||
Line of Credit | Floor Plan Facility, 12-Month | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 2,200,000,000 | ||||
Line of credit, outstanding | 569,000,000 | ||||
Line of credit facility, remaining borrowing capacity | 1,600,000,000 | ||||
Restricted cash | 71,000,000 | ||||
Line of Credit | Floor Plan Facility, 12-Month | Prime Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
Line of Credit | Floor Plan Facility, 18-Month | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, outstanding | 0 | ||||
Line of credit facility, remaining borrowing capacity | 2,000,000,000 | ||||
Restricted cash | $ 0 | ||||
Current amount available | $ 2,000,000,000 | ||||
Line of Credit | Floor Plan Facility, 18-Month | Prime Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% |
Debt Instruments - Active Finan
Debt Instruments - Active Finance Receivable Facilities (Details) - USD ($) | Jan. 31, 2023 | Dec. 31, 2022 | Mar. 18, 2022 | Dec. 31, 2021 | Oct. 15, 2021 | Apr. 30, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | Jan. 31, 2020 |
Debt Instrument [Line Items] | |||||||||
Line of credit, outstanding | $ 1,534,000,000 | $ 2,053,000,000 | |||||||
Restricted cash | 194,000,000 | 233,000,000 | $ 28,000,000 | ||||||
Subsequent Event | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 300,000,000 | ||||||||
Revolving Credit Facility | SPVANA I Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | ||||||||
Revolving Credit Facility | SPVANA II Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 600,000,000 | $ 500,000,000 | |||||||
Revolving Credit Facility | SPVANA III Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | 600,000,000 | $ 500,000,000 | |||||||
Revolving Credit Facility | SPVANA IV Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | $ 350,000,000 | |||||||
Line of credit, outstanding | 965,000,000 | $ 1,900,000,000 | |||||||
Line of credit facility, remaining borrowing capacity | 1,600,000,000 | ||||||||
Restricted cash | $ 36,000,000 | ||||||||
Interest rate | 2.93% | 1.64% | |||||||
Revolving Credit Facility | Finance receivable facilities | |||||||||
Debt Instrument [Line Items] | |||||||||
Restricted cash | $ 67,000,000 |
Debt Instruments - Senior Unsec
Debt Instruments - Senior Unsecured Notes (Details) - USD ($) | 12 Months Ended | ||||
Aug. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 29, 2021 | Oct. 02, 2020 | |
Debt Instrument [Line Items] | |||||
Long-term debt | $ 6,482,000,000 | ||||
Less: unamortized debt issuance costs | (82,000,000) | $ (34,000,000) | |||
Senior notes | |||||
Debt Instrument [Line Items] | |||||
Senior notes | 5,725,000,000 | 2,450,000,000 | |||
Long-term debt | 5,649,000,000 | 2,422,000,000 | |||
Less: unamortized debt issuance costs | (76,000,000) | (28,000,000) | |||
Senior notes | Senior Unsecured Notes, Effective October 2020, 5.625%, 2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Senior notes | 500,000,000 | $ 500,000,000 | |||
Interest rate | 5.625% | ||||
Senior notes | Senior Unsecured Notes, Effective March 2021, 5.500% | |||||
Debt Instrument [Line Items] | |||||
Senior notes | 600,000,000 | $ 600,000,000 | |||
Interest rate | 5.50% | ||||
Senior notes | Senior Unsecured Notes, Effective October 2020, 5.875%, 2028 Notes | |||||
Debt Instrument [Line Items] | |||||
Senior notes | 600,000,000 | $ 600,000,000 | |||
Interest rate | 5.875% | ||||
Senior notes | Senior Unsecured Notes, Effective August 2021, 4.875% | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 750,000,000 | 750,000,000 | |||
Interest rate | 4.875% | ||||
Senior notes | Senior Unsecured Notes, Effective August 2021, 4.875% | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage of principal amount redeemed | 35% | ||||
Senior notes | Senior Unsecured Notes, Effective August 2021, 4.875% | Debt Instrument, Redemption, Period Two | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage | 101% | ||||
Senior notes | Senior Unsecured Notes, Effective May 2022, 10.250% | |||||
Debt Instrument [Line Items] | |||||
Senior notes | $ 3,275,000,000 | $ 0 | |||
Interest rate | 10.25% | ||||
Senior notes | Senior Unsecured Notes, Effective May 2022, 10.250% | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage of principal amount redeemed | 10% | ||||
Redemption price, percentage | 105.125% | ||||
Senior notes | Senior Unsecured Notes | Debt Instrument, Redemption, Period One | |||||
Debt Instrument [Line Items] | |||||
Redemption price, percentage | 100% |
Debt Instruments - Notes Payabl
Debt Instruments - Notes Payable (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Notes payable, due within next twelve months | $ 201 | $ 152 |
Notes payable | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 7.50% | 6.40% |
Notes payable | $ 3 | $ 10 |
Notes payable, due within next twelve months | $ 1 | $ 7 |
Minimum | Notes payable | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 2 years | |
Maximum | Notes payable | Notes Payable, Other Payables | ||
Debt Instrument [Line Items] | ||
Debt instrument, term | 5 years |
Debt Instruments - Real Estate
Debt Instruments - Real Estate Financing (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Sale Leaseback Transaction [Line Items] | ||
Long-term debt | $ 6,482,000 | |
Real estate financing | ||
Sale Leaseback Transaction [Line Items] | ||
Long-term debt | $ 483,000 | $ 444,000 |
Minimum | ||
Sale Leaseback Transaction [Line Items] | ||
Sale leaseback transaction, expiration period | 20 years | |
Maximum | ||
Sale Leaseback Transaction [Line Items] | ||
Sale leaseback transaction, expiration period | 25 years | |
Sale leaseback transaction, renewal period (up to) | 25 years |
Debt Instruments - Financing of
Debt Instruments - Financing of Beneficial Interests in Securitizations (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Variable Interest Entity [Line Items] | ||
Beneficial interests in securitization, pledged assets as collateral | $ 8,698,000 | $ 7,015,000 |
Long-term debt | 6,482,000 | |
Long-term debt, current portion | 1,638,000 | 2,154,000 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Long-term debt | 265,000 | 279,000 |
Long-term debt, current portion | 102,000 | 93,000 |
Variable Interest Entity, Not Primary Beneficiary | Asset Pledged as Collateral | ||
Variable Interest Entity [Line Items] | ||
Beneficial interests in securitization, pledged assets as collateral | $ 268,000 | $ 282,000 |
Debt Instruments - Minimum Fina
Debt Instruments - Minimum Financing Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 105,000 |
2024 | 76,000 |
2025 | 553,000 |
2026 | 29,000 |
2027 | 608,000 |
Thereafter | 5,111,000 |
Total | $ 6,482,000 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Organizational Transactions (Details) | 1 Months Ended | 12 Months Ended | ||||
May 03, 2017 vote $ / shares shares | May 02, 2017 | Mar. 31, 2015 | Dec. 31, 2022 class $ / shares shares | Dec. 31, 2019 | Dec. 31, 2021 $ / shares shares | |
Limited Partners' Capital Account [Line Items] | ||||||
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 | |||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Classes of common stock, ownership interest | class | 2 | |||||
Conversion ratio | 1.25 | |||||
Common unit, multiplier used for conversion ratio | 1.25 | |||||
Class A Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Conversion ratio | 0.80 | |||||
Class A Units | Carvana Group | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Common units, issued (in shares) | 236,000,000 | 216,000,000 | ||||
Common unit, outstanding (in shares) | 236,000,000 | 216,000,000 | ||||
Class B Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Conversion ratio | 0.80 | |||||
Class B Units | Carvana Group | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Common units, issued (in shares) | 1,000,000 | 3,000,000 | ||||
Common unit, outstanding (in shares) | 1,000,000 | 3,000,000 | ||||
Garcia Parties | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Ownership percentage of outstanding shares, minimum requirement | 25% | |||||
Carvana Sub | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Percentage of voting power | 0.10% | |||||
Class A | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Number of votes | vote | 1 | |||||
Required ratio between shares issued and shares owned of subsidiary | 0.8 | |||||
Required ratio between shares outstanding and shares owned of subsidiary | 0.8 | |||||
Class A | Exchange Agreement | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Conversion ratio | 0.8 | |||||
Class B | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | 125,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Number of votes | vote | 1 | |||||
Conversion ratio | 0.8 | |||||
Class B | Garcia Parties | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Number of votes | vote | 10 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Equity Offerings (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Apr. 26, 2022 USD ($) $ / shares shares | May 21, 2020 USD ($) $ / shares shares | Apr. 01, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||
Stockholders' equity note, stock split, conversion ratio | 0.0556 | ||||
Registered Direct Offering | Carvana Group | Class A Units | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Investment owned, balance (in shares) | 16,700,000 | ||||
Public Equity Offering | Carvana Group | Class A Units | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Investment owned, balance (in shares) | 19,500,000 | 6,300,000 | |||
Follow On Public Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Stock sold during period, net proceeds | $ | $ 1,227 | $ 1,059 | |||
Class A | Follow-On Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 15,625,000 | ||||
Class A | Registered Direct Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 13,300,000 | ||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 45 | ||||
Stock sold during period, net proceeds | $ | $ 600 | ||||
Class A | Registered Direct Offering | Ernest Garcia II | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 600,000 | ||||
Stock sold during period, net proceeds | $ | $ 25 | ||||
Class A | Registered Direct Offering | Ernest Garcia III | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 600,000 | ||||
Stock sold during period, net proceeds | $ | $ 25 | ||||
Class A | Public Equity Offering | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 5,000,000 | ||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 80 | $ 92 | |||
Stock sold during period, net proceeds | $ | $ 1,200 | $ 459 | |||
Class A | Follow On Public Offering | Garcia Parties | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Investment, number of shares purchased in transaction | 5,400,000 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Exchange Agreement (Details) shares in Millions | 12 Months Ended | ||
May 03, 2017 | Dec. 31, 2022 shares | Dec. 31, 2021 shares | |
Limited Partners' Capital Account [Line Items] | |||
Conversion ratio | 1.25 | ||
Class B | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion ratio | 0.8 | ||
Exchange Agreement | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion of stock, converted (less than for year ended 12/31/2022 LLC Units) (in shares) | 1 | 16 | |
LLC units received (for the year ended 12/31/2022) (in shares) | 1 | 16 | |
Exchange Agreement | Class B | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion of stock, converted (less than for year ended 12/31/2022 LLC Units) (in shares) | 0 | 13 | |
Exchange Agreement | Class A | |||
Limited Partners' Capital Account [Line Items] | |||
Conversion ratio | 0.8 | ||
Conversion of stock, issued (less than for year ended 12/31/2022 Class A) (in shares) | 1 | 13 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Class A Non-Convertible Preferred Units (Details) - USD ($) | May 06, 2022 | Aug. 16, 2021 | Mar. 29, 2021 | Oct. 02, 2020 | Oct. 02, 2018 |
Senior notes | 2023 Notes | |||||
Limited Partners' Capital Account [Line Items] | |||||
Amount of debt repaid criteria | $ 1,000 | ||||
Carvana Group | Class A Non-Convertible Preferred Units | |||||
Limited Partners' Capital Account [Line Items] | |||||
Issuance of stock during the period (in shares) | 1,100,000 | ||||
Repayment of debt, number of shares canceled and retired (in shares) | 600,000 | 1 | |||
Carvana Group | Class A Non-Convertible Preferred Units | Senior notes | 2023 Notes | |||||
Limited Partners' Capital Account [Line Items] | |||||
Issuance of stock during the period (in shares) | 600,000 | ||||
Carvana Group | Class A Non-Convertible Preferred Units | Senior notes | 2025 Notes and 2028 Notes | |||||
Limited Partners' Capital Account [Line Items] | |||||
Issuance of stock during the period (in shares) | 1,100,000 | ||||
Carvana Group | Class A Non-Convertible Preferred Units | Senior notes | Senior Unsecured Notes, Effective March 2021, 5.500% | |||||
Limited Partners' Capital Account [Line Items] | |||||
Issuance of stock during the period (in shares) | 600,000 | ||||
Carvana Group | Class A Non-Convertible Preferred Units | Senior notes | Senior Unsecured Notes, Effective August 2021, 4.875% | |||||
Limited Partners' Capital Account [Line Items] | |||||
Issuance of stock during the period (in shares) | 3,300,000 | 800,000 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Convertible Preferred Stock (Details) | 12 Months Ended | |||
Dec. 31, 2022 $ / shares shares | Dec. 31, 2019 | Dec. 31, 2021 $ / shares shares | May 03, 2017 $ / shares | |
Limited Partners' Capital Account [Line Items] | ||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |
Conversion ratio | 1.25 | |||
Preferred stock, shares outstanding (in shares) | shares | 0 | 0 | ||
Class A Units | ||||
Limited Partners' Capital Account [Line Items] | ||||
Conversion ratio | 0.80 |
Non-controlling Interests - Nar
Non-controlling Interests - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | |
Noncontrolling Interest [Line Items] | |||
Conversion ratio | 1.25 | ||
Increase as a result of exchanges of LLC Units | $ 1 | $ 43 | $ 33 |
LLC units purchased | shares | 0 | ||
Carvana Group | |||
Noncontrolling Interest [Line Items] | |||
Ownership percentage by Carvana Co. | 55.90% | ||
Ownership percentage by existing unitholders | 44.10% | ||
Additional Paid-in Capital | |||
Noncontrolling Interest [Line Items] | |||
Adjustments to non-controlling interests | $ (1) | $ (43) | (33) |
Increase as a result of exchanges of LLC Units | 1 | 43 | 33 |
Additional Paid-in Capital | Follow On Public Offering | |||
Noncontrolling Interest [Line Items] | |||
Adjustments to non-controlling interests | 554 | 644 | 644 |
Non-controlling Interests | |||
Noncontrolling Interest [Line Items] | |||
Adjustments to non-controlling interests | 1 | $ 43 | 33 |
Non-controlling Interests | Follow On Public Offering | |||
Noncontrolling Interest [Line Items] | |||
Adjustments to non-controlling interests | $ (554) | $ (644) |
Non-controlling Interests - Cha
Non-controlling Interests - Changes in Ownership (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Transfers from (to) non-controlling interests: | |||
Increase as a result of exchanges of LLC Units | $ 1 | $ 43 | $ 33 |
Total transfers from (to) non-controlling interests | (553) | 43 | (611) |
Class A | |||
Transfers from (to) non-controlling interests: | |||
Decrease as a result of issuance of Class A common stock | $ (554) | $ 0 | $ (644) |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Equity-based Compensation Expense Recognized (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | $ 93 | $ 47 | $ 31 |
Equity-based compensation, net of capitalized amounts | 69 | 39 | 25 |
Property and Equipment | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation capitalized | (8) | (7) | (6) |
Inventory | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity-based compensation capitalized | (16) | (1) | 0 |
Class B Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | 0 | 0 | 1 |
Restricted Stock Units and Awards excluding those granted in relation to the CEO Milestone Gift | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | 41 | 35 | 21 |
Restricted Stock Units granted in relation to the CEO Milestone Gift | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | 39 | 0 | 0 |
Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | 13 | 11 | 7 |
Class A Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total equity-based compensation | $ 0 | $ 1 | $ 2 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Automatic annual increase lesser of, percent of common stock | 2% | ||||
2017 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
2017 Omnibus Incentive Plan | Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 7,000,000 | ||||
Restricted Stock Units (RSUs) | 2017 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | 7 days | |||
Restricted Stock Units (RSUs) | 2017 Omnibus Incentive Plan | Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 300,000 | 300,000 | |||
Granted (in dollars per share) | $ 65.26 | $ 288.27 | $ 110 | ||
ESPP | Employee Stock Purchase Plan | Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 411,154 | ||||
ESPP | Employee Stock Purchase Plan | Minimum | Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
ESPP, maximum contribution amount | $ 10,000 | ||||
ESPP | Employee Stock Purchase Plan | Maximum | Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
ESPP, maximum contribution amount | $ 25,000 | ||||
Restricted Stock | 2017 Omnibus Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 100,000 | ||||
Restricted Stock | 2017 Omnibus Incentive Plan | Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in dollars per share) | $ 34.21 | ||||
Restricted Stock | 2017 Omnibus Incentive Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Restricted Stock | 2017 Omnibus Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
Subsequent Event | 2017 Omnibus Incentive Plan | Class A | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for grant (in shares) | 9,000,000 | ||||
Property and Equipment | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation capitalized | $ 8,000,000 | $ 7,000,000 | $ 6,000,000 | ||
Inventory | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity-based compensation capitalized | $ 16,000,000 | $ 1,000,000 | 0 | ||
Equity-based compensation capitalized (less than) | $ 1,000,000 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Schedule of Unrecognized Compensation and Weighted-Average Amortization Periods (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in millions) | $ 140 |
Restricted Stock Units and Awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in millions) | $ 109 |
Remaining Weighted-Average Amortization Period (in years) | 3 years |
Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized Equity-Based Compensation Related to Outstanding Awards (in millions) | $ 31 |
Remaining Weighted-Average Amortization Period (in years) | 2 years 9 months 18 days |
Equity-Based Compensation - 201
Equity-Based Compensation - 2017 Omnibus Incentive Plan (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Conversion ratio | 1.25 | ||
Equity-based compensation expense | $ | $ 69 | $ 39 | $ 25 |
2017 Omnibus Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Maximum number of awards authorized for grant (in shares) | 14,000,000 | ||
Award vesting period | 4 years | ||
2017 Omnibus Incentive Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 4 years | 7 days | |
Conversion ratio | 1 | ||
Settlement period after vesting | 30 days | ||
Equity-based compensation expense | $ | $ 39 | ||
2017 Omnibus Incentive Plan | Options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting period | 4 years | ||
Award expiration period | 10 years | ||
2017 Omnibus Incentive Plan | Options | Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 25% | ||
2017 Omnibus Incentive Plan | Options | Year One, Following Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 25% | ||
2017 Omnibus Incentive Plan | Options | Year Two, Following Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 25% | ||
2017 Omnibus Incentive Plan | Options | Year Three, Following Grant Date Anniversary | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Award vesting rights, percentage | 25% | ||
2017 Omnibus Incentive Plan | Class A | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Number of shares available for grant (in shares) | 7,000,000 | ||
2017 Omnibus Incentive Plan | Class A | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Number of shares granted in the period (in shares) | 300,000 | 300,000 | |
Granted, weighted average grant date fair value (in dollars per share) | $ / shares | $ 65.26 | $ 288.27 | $ 110 |
Issuance of stock (in shares) | 500,000 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Schedule of RSU and RSA Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Weighted-Average Grant-Date Fair Value | |||
Settled (in dollars per share) | $ 18.58 | ||
2017 Omnibus Incentive Plan | RSAs & RSUs | |||
Number of RSAs/RSUs (in thousands) | |||
Outstanding, beginning of period (in shares) | 553 | 738 | 928 |
Granted (in shares) | 3,482 | 258 | 342 |
Settled (in shares) | (432) | (385) | (475) |
Forfeited (in shares) | (951) | (58) | (57) |
Outstanding and nonvested, end of period (in shares) | 2,652 | 553 | 738 |
Weighted-Average Grant-Date Fair Value | |||
Outstanding, beginning of period (in dollars per share) | $ 162.32 | $ 76.43 | $ 48.04 |
Granted (in dollars per share) | 65.26 | 288.27 | 110 |
Settled (in dollars per share) | 113.96 | 86.57 | 45.80 |
Forfeited (in dollars per share) | 134.83 | 132.88 | 70.89 |
Outstanding and nonvested, end of period (in dollars per share) | $ 52.62 | $ 162.32 | $ 76.43 |
Equity-Based Compensation - Emp
Equity-Based Compensation - Employee Stock Purchase Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
May 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
ESPP, equity-based compensation expense (less than) | $ 69 | $ 39 | $ 25 | |
ESPP | Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
ESPP, equity-based compensation expense (less than) | $ 1 | $ 1 | ||
ESPP | Employee Stock Purchase Plan | Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
ESPP, purchase period | 6 months | |||
ESPP, purchase price of common stock, percent of fair market value | 90% | |||
ESPP, maximum number of shares authorized (in shares) | 500,000 | |||
ESPP, number of shares issued (in shares) | 86,352 | 2,494 | ||
ESPP, number of shares remain available for future issuance (in shares) | 411,154 | |||
ESPP, per share price of shares purchased after discount (in dollars per share) | $ 208.61 | |||
ESPP, per share price of shares purchased, discount (in dollars per share) | $ 23.18 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Schedule of Stock Option Activity (Details) - 2017 Omnibus Incentive Plan - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Options (in thousands) | ||||
Outstanding, Beginning of Period (in shares) | 1,066,000 | 1,072,000 | 1,147,000 | |
Options granted (in shares) | 297,000 | 97,000 | 179,000 | |
Options exercised (in shares) | (89,000) | (75,000) | (195,000) | |
Options forfeited or expired (in shares) | (9,000) | (28,000) | (59,000) | |
Outstanding, End of Period (in shares) | 1,265,000 | 1,066,000 | 1,072,000 | 1,147,000 |
Vested and exercisable, End of Period (in shares) | 823,000 | |||
Expected to vest, End of Period (in shares) | 442,000 | |||
Weighted-Average Exercise Price | ||||
Options outstanding, beginning balance (in dollars per share) | $ 39.74 | $ 41.01 | $ 30.07 | |
Options granted (in dollars per share) | 119.53 | 178.42 | 88.56 | |
Options exercised (in dollars per share) | 37.89 | 24.32 | 27.82 | |
Options forfeited or expired (in dollars per share) | 30.97 | 27.62 | 16.52 | |
Options outstanding, ending balance (in dollars per share) | 80.26 | $ 39.74 | $ 41.01 | $ 30.07 |
Options vested and exercisable (in dollars per share) | 52.04 | |||
Options expected to vest, end of period (in dollars per share) | $ 132.91 | |||
Weighted-Average Remaining Contractual Life (in years) | ||||
Options outstanding (in years) | 6 years 4 months 24 days | 6 years 8 months 12 days | 7 years 8 months 12 days | 8 years 3 months 18 days |
Options vested and exercisable, end of period (in years) | 5 years 6 months | |||
Options expected to vest, end of period (in years) | 8 years 1 month 6 days | |||
Aggregate Intrinsic Value (in millions) | ||||
Options exercised | $ 7 | $ 20 | $ 24 | |
Options outstanding | 0 | $ 183 | $ 213 | $ 71 |
Options vested and exercisable, end of period | 0 | |||
Options expected to vest, end of period | $ 0 |
Equity-Based Compensation - Val
Equity-Based Compensation - Valuation Assumptions, Options and Class B Units (Details) - 2017 Omnibus Incentive Plan - Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 69.20% | 67.10% | 70.10% |
Expected dividend yield | 0% | 0% | 0% |
Expected term (in years) | 6 years 3 months 10 days | 6 years 1 month 20 days | 6 years 1 month 20 days |
Risk-free interest rate | 2% | 0.70% | 1.40% |
Weighted-average grant-date fair value per option (in dollars per share) | $ 74.85 | $ 178.41 | $ 53.62 |
Equity-Based Compensation - Cla
Equity-Based Compensation - Class A Units (Details) shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2019 shares | Dec. 31, 2018 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion ratio | 1.25 | ||||
Weighted-Average Grant-Date Fair Value | |||||
Vested (in dollars per share) | $ / shares | $ 18.58 | ||||
Class A Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in dollars per share) | $ / shares | $ 18.58 | ||||
Conversion ratio | 0.80 | ||||
Number of Class A Units (in thousands) | |||||
Outstanding, beginning of period (in shares) | 85 | 121 | 221 | ||
Granted (in shares) | 0 | 0 | 0 | ||
Exchanged (in shares) | 0 | (36) | (100) | ||
Forfeited (in shares) | (6) | 0 | 0 | ||
Outstanding and nonvested, end of period (in shares) | 79 | 85 | 121 | 221 | |
Vested, End of period (in shares) | 79 | ||||
Expected to vest, End of period (in shares) | 0 | ||||
Weighted-Average Grant-Date Fair Value | |||||
Exchanged (in dollars per share) | $ / shares | $ 18.58 | $ 18.58 | $ 18.58 | ||
Class A Units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 2 years | ||||
Class A Units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years |
Equity-Based Compensation - C_2
Equity-Based Compensation - Class B Units (Details) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | Dec. 31, 2020 $ / shares shares | Dec. 31, 2019 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion ratio | 1.25 | ||||
Class B Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Conversion ratio | 0.80 | ||||
Granted (in shares) | 0 | 0 | 0 | ||
Number of Class B Units (in thousands) | |||||
Outstanding, Beginning of Period (in shares) | 2,627,000 | 3,163,000 | 5,168,000 | ||
Granted (in shares) | 0 | 0 | 0 | ||
Exchanged (in shares) | (61,000) | (535,000) | (1,991,000) | ||
Forfeited (in shares) | 0 | (1,000) | (14,000) | ||
Outstanding, End of Period (in shares) | 2,566,000 | 2,627,000 | 3,163,000 | 5,168,000 | |
Vested, End of Period (in shares) | 2,566,000 | ||||
Expected to vest, End of Period (in shares) | 0 | ||||
Weighted-Average Participation Threshold per Class B Unit | |||||
Exchanged (in dollars per share) | $ / shares | $ 5.75 | $ 1.70 | $ 1.22 | ||
Forfeited (in dollars per share) | $ / shares | 12 | 5.81 | |||
Outstanding (in dollars per share) | $ / shares | 5.60 | $ 5.60 | $ 4.94 | $ 3.51 | |
Vested, End of Period (in dollars per share) | $ / shares | 5.60 | ||||
Class B Units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Participation threshold (in dollars per share) | $ / shares | 0 | ||||
Class B Units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 5 years | ||||
Participation threshold (in dollars per share) | $ / shares | $ 12 |
Loss Per Share - Calculation of
Loss Per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Numerator: | ||||
Net loss | $ (2,894) | $ (287) | $ (462) | |
Net loss attributable to non-controlling interests | (1,307) | (152) | (291) | |
Net loss attributable to Carvana Co. | $ (1,587) | $ (135) | $ (171) | |
Denominator: | ||||
Nonvested weighted-average restricted stock awards (in shares) | (20) | (34) | (93) | |
Weighted-average shares of Class A common stock to compute diluted net loss per Class A common share (in shares) | [1] | 100,828 | 82,805 | 64,981 |
Net loss per share of Class A common stock, diluted (in dollars per share) | $ (15.74) | $ (1.63) | $ (2.63) | |
Class A | ||||
Denominator: | ||||
Weighted-average shares of Class A common stock outstanding (in shares) | 100,848 | 82,839 | 65,074 | |
Weighted-average shares of Class A common stock to compute basic net loss per Class A common share (in shares) | [1] | 100,828 | 82,805 | 64,981 |
Net loss per share of Class A common stock, basic (in dollars per share) | $ (15.74) | $ (1.63) | $ (2.63) | |
[1]Weighted-average shares of Class A common stock outstanding have been adjusted for unvested restricted stock awards. |
Loss Per Share - Schedule of Po
Loss Per Share - Schedule of Potentially Dilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,265 | 1,066 | 1,072 |
Restricted Stock Units and Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 64 | 666 | 757 |
Class A Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 82,963 | 89,773 | 100,700 |
Class B Units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,559 | 2,217 | 3,321 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||||||
Apr. 26, 2022 | May 21, 2020 | May 24, 2019 | Apr. 12, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Tax Credit Carryforward [Line Items] | |||||||
Net loss, before income taxes | $ 2,893,000,000 | $ 286,000,000 | $ 462,000,000 | ||||
Income tax (benefit) expense | 1,000,000 | 1,000,000 | 0 | ||||
Income tax expense (benefit) (less than) | 1,000,000 | ||||||
Net operating loss carryforwards | 801,000,000 | ||||||
Goodwill, tax-basis amortization expense | 37,000,000 | ||||||
Deferred tax assets, valuation allowance | 2,058,000,000 | 1,638,000,000 | |||||
Total deferred tax assets, net of valuation allowance | 2,000,000 | 1,000,000 | |||||
Deferred tax liabilities, not available to offset deferred tax assets | 1,000,000 | ||||||
Uncertain tax positions | 0 | 0 | $ 0 | ||||
Related reserves | $ 0 | $ 0 | |||||
Income tax expense (benefit), percent | 0% | (0.30%) | 0.10% | ||||
Deferred tax liability, unrecorded, Tax Receivable Agreement | $ 1,600,000,000 | ||||||
Car360 | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Deferred tax liability | $ 2,000,000 | ||||||
Deferred tax liability, amortization expense (less than) | 1,000,000 | $ 1,000,000 | |||||
Car360 | Minimum | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Deferred tax liability, amortization period | 5 years | ||||||
Class A Units | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Deferred tax assets, unrecorded | $ 147,000,000 | ||||||
Class A | Follow-On Offering | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 15,625,000 | ||||||
Class A | Public Equity Offering | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Sale of stock, number of shares issued in transaction (in shares) | 5,000,000 | ||||||
Issuance of Class A common stock, net of underwriters' discounts and commissions and offering expenses | $ 1,200,000,000 | $ 459,000,000 | |||||
Carvana Group | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Deferred tax assets, basis difference in acquired units | $ 22,000,000 | $ 908,000,000 | |||||
Carvana Group | Class A Units | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Deferred tax assets, basis difference in acquired units | $ 20,000,000 | ||||||
Deferred tax assets, unrecorded | $ 43,000,000 | ||||||
Carvana Group | Class A Units | Public Equity Offering | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Investment owned, balance (in shares) | 19,500,000 | 6,300,000 | |||||
Carvana Group | Class A Units | Direct Offering and Public Equity Offering | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Investment owned, balance (in shares) | 23,000,000 | ||||||
Deferred tax assets, unrecorded | $ 14,000,000 | ||||||
Exchange Agreement | |||||||
Tax Credit Carryforward [Line Items] | |||||||
Conversion of stock, converted (less than for year ended 12/31/2022 LLC Units) (in shares) | 1,000,000 | 16,000,000 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal - Current | $ 2 | $ 2 | $ 0 |
Federal - Deferred | (1) | (1) | 0 |
Total Current and Deferred, Federal | 1 | 1 | 0 |
State - Current | 0 | 0 | 0 |
State - Deferred | 0 | 0 | 0 |
Total Current and Deferred, State | 0 | 0 | 0 |
Income tax expense (benefit) | $ 1 | $ 1 | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Amount | |||
Expected U.S. federal income taxes at statutory rate | $ (607) | $ (60) | $ (97) |
Loss attributable to non-controlling interests | 274 | 32 | 62 |
State taxes | (64) | (8) | (9) |
Stock based compensation | 0 | (16) | (5) |
Valuation allowance | 398 | 53 | 56 |
Effect due to LLC flow-through structure | 0 | 0 | (7) |
Income tax expense (benefit) | $ 1 | $ 1 | $ 0 |
Percent | |||
Expected U.S. federal income taxes at statutory rate | 21% | 21% | 21% |
Loss attributable to non-controlling interests | (9.50%) | (11.20%) | (13.50%) |
State taxes | 2.20% | 2.80% | 2% |
Stock based compensation | 0% | 5.60% | 1.10% |
Valuation allowance | (13.70%) | (18.50%) | (12.00%) |
Effect due to LLC flow-through structure | 0% | 0% | 1.50% |
Income tax expense (benefit) | 0% | (0.30%) | 0.10% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Investment in Carvana Group | $ 1,471,000 | $ 1,391,000 |
Net operating loss carryforward | 451,000 | 193,000 |
Interest expense carryforward | 130,000 | 50,000 |
Tax credit carryforward | 6,000 | 4,000 |
Other | 2,000 | 1,000 |
Total gross deferred tax assets | 2,060,000 | 1,639,000 |
Valuation allowance | (2,058,000) | (1,638,000) |
Total deferred tax assets, net of valuation allowance | 2,000 | 1,000 |
Deferred tax liabilities: | ||
Intangibles | (1,000) | (1,000) |
Total deferred tax assets and liabilities | $ 1,000 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 renewal_option | |
Lessee, Lease, Description [Line Items] | |
Operating lease, number of renewal options | 1 |
Equipment | |
Lessee, Lease, Description [Line Items] | |
Finance leases, extension term (up to) | 4 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating leases, renewal term | 1 year |
Minimum | Equipment | |
Lessee, Lease, Description [Line Items] | |
Finance leases, term of contract | 2 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating leases, renewal term | 20 years |
Maximum | Equipment | |
Lessee, Lease, Description [Line Items] | |
Finance leases, term of contract | 5 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs and Activity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finance leases: | |||
Amortization of finance lease assets | $ 95 | $ 38 | $ 17 |
Interest obligations under finance leases | 19 | 8 | 4 |
Total finance lease costs | 114 | 46 | 21 |
Operating leases: | |||
Fixed lease costs | 129 | 56 | 29 |
Total operating lease costs | 135 | 63 | 38 |
Cash payments related to lease liabilities included in operating cash flows: | |||
Interest payments on finance lease liabilities | 19 | 8 | 4 |
Cash payments related to lease liabilities included in financing cash flows: | |||
Principal payments on finance lease liabilities | 139 | 56 | 20 |
Lease termination fee | 28 | ||
Related Parties | |||
Operating leases: | |||
Fixed lease costs | 5 | 6 | 7 |
Variable short-term lease costs to related parties | 1 | 1 | 2 |
Cash payments related to lease liabilities included in operating cash flows: | |||
Operating lease liabilities | 5 | 5 | 7 |
Non-Related Parties | |||
Cash payments related to lease liabilities included in operating cash flows: | |||
Operating lease liabilities | $ 83 | $ 35 | $ 18 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Maturities (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Finance Leases | |
2023 | $ 115 |
2024 | 103 |
2025 | 91 |
2026 | 74 |
2027 | 31 |
Thereafter | 4 |
Total minimum lease payments | 418 |
Less: amount representing interest | (44) |
Total lease liabilities | 374 |
Operating Leases | |
2023 | 98 |
2024 | 99 |
2025 | 94 |
2026 | 90 |
2027 | 83 |
Thereafter | 306 |
Total minimum lease payments | 770 |
Less: amount representing interest | (203) |
Total lease liabilities | 567 |
Total | |
2023 | 213 |
2024 | 202 |
2025 | 185 |
2026 | 164 |
2027 | 114 |
Thereafter | 310 |
Total minimum lease payments | 1,188 |
Less: amount representing interest | $ (247) |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Notes Payable, Current And Long-Term Debt, Excluding Current Maturities [Member] |
Total lease liabilities | $ 941 |
Related Party | |
Operating Leases | |
2023 | 5 |
2024 | 3 |
2025 | 2 |
2026 | 2 |
2027 | 2 |
Thereafter | 2 |
Total minimum lease payments | 16 |
Less: amount representing interest | (3) |
Total lease liabilities | 13 |
Non-Related Party | |
Operating Leases | |
2023 | 93 |
2024 | 96 |
2025 | 92 |
2026 | 88 |
2027 | 81 |
Thereafter | 304 |
Total minimum lease payments | 754 |
Less: amount representing interest | (200) |
Total lease liabilities | $ 554 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rates (Details) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Weighted average remaining lease terms (years) | |||
Operating leases | 8 years 4 months 24 days | 9 years 2 months 12 days | 9 years 9 months 18 days |
Finance leases | 4 years 2 months 12 days | 4 years 4 months 24 days | 4 years 4 months 24 days |
Weighted-average discount rate | |||
Operating leases | 7.10% | 7.20% | 8.30% |
Finance leases | 5.70% | 5.40% | 5.30% |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Accrued Warranty Liability (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Accrued limited warranty, beginning of period | $ 16 | $ 11 | $ 4 |
Accruals for new warranties issued | 126 | 109 | 50 |
Settlements | (146) | (110) | (46) |
Changes in estimate of accrued limited warranty | 23 | 6 | 3 |
Accrued limited warranty, end of period | $ 19 | $ 16 | $ 11 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) mile | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Limited warranty, period | 100 days | |||
Limited warranty, number of miles | mile | 4,189 | |||
Accrued limited warranty | $ 19 | $ 16 | $ 11 | $ 4 |
Purchase obligation | $ 168 | |||
Purchase obligation, term | 6 years |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Fair Value Assets Measured on a Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | $ 321 | $ 382 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Beneficial interests in securitizations | 321 | 382 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 272 | 154 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 272 | 154 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 01, 2022 shares | Oct. 31, 2021 USD ($) tranche | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Class of warrant or right, exercisable | shares | 2,400,000 | |||
Root, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Equity securities, not readily determinable fair value | $ 126 | |||
Root, Inc. | Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Equity securities, number of tranches | tranche | 8 | |||
Level 3 | Root, Inc. | Warrant | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Equity securities, fair value | $ 30 | |||
Deferred revenue | 30 | |||
Warrants to acquire Root's Class A common stock | 75 | |||
Fair Value, Measurements, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Purchase price adjustment receivable | 37 | $ 34 | ||
Purchase price adjustment receivable, fair value adjustment | (14) | 20 | ||
Fair Value, Measurements, Recurring | Level 3 | Variable Interest Entity, Not Primary Beneficiary | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Sales of beneficial interests | 43 | 1 | ||
Proceeds from sale of beneficial interests | $ 43 | $ 1 | ||
Fair Value, Measurements, Recurring | Minimum | Level 3 | Variable Interest Entity, Not Primary Beneficiary | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Measurement input, discount rate | 0.071 | 0.011 | ||
Fair Value, Measurements, Recurring | Maximum | Level 3 | Variable Interest Entity, Not Primary Beneficiary | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Measurement input, discount rate | 0.113 | 0.100 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Reconciliation Level Three, Beneficial Interests in Securitizations (Details) - Variable Interest Entity, Not Primary Beneficiary - Level 3 - Fair Value, Measurements, Recurring - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Opening Balance | $ 382 | $ 131 |
Received in securitization transactions | 148 | 338 |
Cash receipts | (172) | (93) |
Change in fair value | 6 | 7 |
Sales of beneficial interests | (43) | (1) |
Ending Balance | $ 321 | $ 382 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Carrying Value and Fair Value, Senior Notes (Details) - Level 2 - Senior Unsecured Notes Effective September 2018, 2023 Notes - Senior notes - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 5,649 | $ 2,422 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 2,533 | $ 2,411 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Carrying Value and Fair Value, Finance Receivables (Details) - Level 2 - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Carrying value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finance receivables | $ 1,334 | $ 356 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finance receivables | $ 1,437 | $ 392 |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments - Changes in the Company's Level 3 Warrants (Details) - Root, Inc. - Level 3 - Warrant - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Opening Balance | $ 6 | |
Warrants to acquire Root's Class A common stock | 75 | |
Total unrealized loss | (79) | $ (24) |
Ending Balance | $ 2 | $ 6 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental cash flow information: | |||
Cash payments for interest, including $0, $0, and $1, respectively, to related parties | $ 423 | $ 152 | $ 95 |
Cash payments for interest to related parties | 0 | 0 | 1 |
Non-cash investing and financing activities: | |||
Capital expenditures included in accounts payable and accrued liabilities | 18 | 102 | 36 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 375 | 253 | 71 |
Property and equipment acquired under finance leases | 326 | 152 | 78 |
Warrants to acquire Root Class A common stock | 75 | 30 | 0 |
Equity-based compensation expense capitalized to property and equipment | 8 | 7 | 6 |
Fair value of beneficial interests received in securitization transactions | 148 | 338 | 65 |
Reductions of beneficial interests in securitizations and associated long-term debt | $ 134 | $ 38 | $ 28 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 434 | $ 403 | $ 301 | |
Restricted cash | 194 | 233 | 28 | |
Total cash, cash equivalents, and restricted cash | $ 628 | $ 636 | $ 329 | $ 118 |
Subsequent Events (Details)
Subsequent Events (Details) | Jan. 31, 2023 USD ($) | Jan. 16, 2023 shares $ / shares | Jan. 13, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Mar. 22, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | Mar. 31, 2021 USD ($) | Jan. 31, 2020 USD ($) | May 03, 2017 $ / shares |
Subsequent Event [Line Items] | ||||||||||
Net operating loss carryforwards | $ 801,000,000 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Revolving Credit Facility | SPVANA I Credit Facility | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 500,000,000 | |||||||||
MPSA | Consumer Loan | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Commitment of purchaser, current availability financing, principal balances of finance receivables (up to) | $ 5,000,000,000 | $ 5,000,000,000 | $ 4,000,000,000 | |||||||
Class A | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Domestic Tax Authority | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Net operating loss carryforwards | $ 1,800,000,000 | |||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Preferred stock purchase right | shares | 1 | |||||||||
Preferred stock, portion of share | shares | 0.001 | |||||||||
Price per one one-thousandth of a preferred share | $ / shares | $ 50 | |||||||||
Preferred stock, par value (in dollars per share) | $ / shares | 0.01 | |||||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 300,000,000 | |||||||||
Subsequent Event | MPSA | Consumer Loan | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Commitment of purchaser, current availability financing, principal balances of finance receivables (up to) | $ 4,000,000,000 | |||||||||
Subsequent Event | Class A | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - Deferred tax asset valuation allowance - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 1,638 | $ 677 | $ 215 |
Charged to costs and expenses | 398 | 53 | 55 |
Charged to other accounts | 22 | 908 | 407 |
Reductions | 0 | 0 | 0 |
Balance at end of period | $ 2,058 | $ 1,638 | $ 677 |