Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 29, 2024 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | 922-9866 | |
Title of 12(b) Security | Class A Common Stock, Par Value $0.001 Per Share | |
Trading Symbol | CVNA | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001690820 | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 123,824,087 | |
Class B Common Stock | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 83,119,471 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 542 | $ 530 |
Restricted cash | 65 | 64 |
Accounts receivable, net | 349 | 266 |
Finance receivables held for sale, net | 758 | 807 |
Vehicle inventory | 1,221 | 1,150 |
Beneficial interests in securitizations | 421 | 366 |
Other current assets, including $4 and $3, respectively, due from related parties | 121 | 138 |
Total current assets | 3,477 | 3,321 |
Property and equipment, net | 2,867 | 2,982 |
Operating lease right-of-use assets, including $14 and $10, respectively, from leases with related parties | 466 | 455 |
Intangible assets, net | 43 | 52 |
Other assets | 317 | 261 |
Total assets | 7,170 | 7,071 |
Current liabilities: | ||
Accounts payable and accrued liabilities, including $6 and $7, respectively, due to related parties | 742 | 596 |
Short-term revolving facilities | 72 | 668 |
Current portion of long-term debt | 203 | 189 |
Other current liabilities, including $13 and $3, respectively, due to related parties | 101 | 83 |
Total current liabilities | 1,118 | 1,536 |
Long-term debt, excluding current portion | 5,428 | 5,416 |
Operating lease liabilities, excluding current portion, including $11 and $7, respectively, from leases with related parties | 444 | 433 |
Other liabilities, including $15 and $11, respectively, due to related parties | 65 | 70 |
Total liabilities | 7,055 | 7,455 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value - 50,000 shares authorized; none issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 0 | 0 |
Additional paid-in capital | 2,106 | 1,869 |
Accumulated deficit | (1,580) | (1,626) |
Total stockholders' equity attributable to Carvana Co. | 526 | 243 |
Non-controlling interests | (411) | (627) |
Total stockholders' equity (deficit) | 115 | (384) |
Total liabilities & stockholders' equity (deficit) | 7,170 | 7,071 |
Class A Common Stock | ||
Stockholders' equity (deficit): | ||
Common stock | 0 | 0 |
Class B Common Stock | ||
Stockholders' equity (deficit): | ||
Common stock | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Other current assets, due from related parties | $ 121 | $ 138 |
Operating lease right-of-use asset, from leases with related party | 466 | 455 |
Accounts payable and accrued liabilities, due to related parties | 742 | 596 |
Other current liabilities, from leases with related parties | 101 | 83 |
Operating lease liabilities, excluding current portion, from leases with related parties | 444 | 433 |
Other liabilities, related parties | $ 65 | $ 70 |
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 |
Related Party | ||
Other current assets, due from related parties | $ 4 | $ 3 |
Operating lease right-of-use asset, from leases with related party | 14 | 10 |
Accounts payable and accrued liabilities, due to related parties | 6 | 7 |
Other current liabilities, from leases with related parties | 13 | 3 |
Operating lease liabilities, excluding current portion, from leases with related parties | 11 | 7 |
Other liabilities, related parties | $ 15 | $ 11 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 121,054,000 | 114,239,000 |
Common stock, shares outstanding (in shares) | 121,054,000 | 114,239,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 85,619,000 | 85,619,000 |
Common stock, shares outstanding (in shares) | 85,619,000 | 85,619,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Sales and operating revenues: | ||||
Net sales and operating revenues, from related parties | $ 3,410 | $ 2,968 | $ 6,471 | $ 5,574 |
Cost of sales, including $2, $1, $3 and $2, respectively, to related parties | 2,695 | 2,469 | 5,165 | 4,734 |
Gross profit | 715 | 499 | 1,306 | 840 |
Selling, general and administrative expenses, including $8, $10, $15 and $18, respectively, to related parties | 455 | 452 | 911 | 924 |
Other operating expense, net | 1 | 5 | 2 | 6 |
Operating income (loss) | 259 | 42 | 393 | (90) |
Interest expense | 173 | 155 | 346 | 314 |
Loss on debt extinguishment | 2 | 0 | 2 | 0 |
Other expense (income), net | 35 | (8) | (52) | (11) |
Net income (loss) before income taxes | 49 | (105) | 97 | (393) |
Income tax provision (benefit) | 1 | 0 | 0 | (2) |
Net income (loss) | 48 | (105) | 97 | (391) |
Net income (loss) attributable to non-controlling interests | 30 | (47) | 51 | (173) |
Net income (loss) attributable to Carvana Co. | $ 18 | $ (58) | $ 46 | $ (218) |
Class A Common Stock | ||||
Sales and operating revenues: | ||||
Net earnings (loss) per share of Class A common stock, basic (in dollars per share) | $ 0.15 | $ (0.55) | $ 0.39 | $ (2.05) |
Net earnings (loss) per share of Class A common stock, diluted (in dollars per share) | $ 0.14 | $ (0.55) | $ 0.36 | $ (2.05) |
Weighted-average shares of Class A common stock, basic (in shares) | 118,930 | 106,222 | 117,614 | 106,117 |
Weighted-average shares of Class A common stock, diluted (in shares) | 128,465 | 106,222 | 126,756 | 106,117 |
Retail vehicle sales, net | ||||
Sales and operating revenues: | ||||
Net sales and operating revenues, from related parties | $ 2,411 | $ 1,961 | $ 4,586 | $ 3,788 |
Wholesale sales and revenues | ||||
Sales and operating revenues: | ||||
Net sales and operating revenues, from related parties | 720 | 777 | 1,377 | 1,395 |
Other sales and revenues | ||||
Sales and operating revenues: | ||||
Net sales and operating revenues, from related parties | $ 279 | $ 230 | $ 508 | $ 391 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Net sales and operating revenues, from related parties | $ 3,410 | $ 2,968 | $ 6,471 | $ 5,574 |
Cost of sales, including $2, $1, $3 and $2, respectively, to related parties | 2,695 | 2,469 | 5,165 | 4,734 |
Selling, general and administrative expenses, to related parties | 455 | 452 | 911 | 924 |
Related Party | ||||
Cost of sales, including $2, $1, $3 and $2, respectively, to related parties | 2 | 1 | 3 | 2 |
Selling, general and administrative expenses, to related parties | 8 | 10 | 15 | 18 |
Wholesale sales and revenues | ||||
Net sales and operating revenues, from related parties | 720 | 777 | 1,377 | 1,395 |
Wholesale sales and revenues | Related Party | ||||
Net sales and operating revenues, from related parties | 7 | 5 | 14 | 10 |
Other sales and revenues | ||||
Net sales and operating revenues, from related parties | 279 | 230 | 508 | 391 |
Other sales and revenues | Related Party | ||||
Net sales and operating revenues, from related parties | $ 47 | $ 33 | $ 89 | $ 69 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Stockholders' Equity (Deficit) - USD ($) | Total | Follow-On Public Offering | Carvana Group | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Follow-On Public Offering | Additional Paid-in Capital Carvana Group | Accumulated Deficit | Non-controlling Interests | Non-controlling Interests Follow-On Public Offering | Class A Common Stock | Class A Common Stock Common Stock | Class A Common Stock Common Stock Restricted Stock Units | Class B Common Stock | Class B Common Stock Common Stock |
Beginning balance (in shares) at Dec. 31, 2022 | 106,037,000 | 82,900,000 | |||||||||||||
Beginning balance at Dec. 31, 2022 | $ (1,053,000,000) | $ 1,558,000,000 | $ (2,076,000,000) | $ (535,000,000) | $ 0 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | (286,000,000) | (160,000,000) | (126,000,000) | ||||||||||||
Exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises (in shares) | 14,000 | ||||||||||||||
Exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises | 0 | (1,000,000) | 1,000,000 | ||||||||||||
Contribution of Class A common stock from related party (in shares) | (16,000) | ||||||||||||||
Issuance of Class A common stock to settle vested restricted stock units (in shares) | 39,000 | ||||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes (in shares) | (30,000) | ||||||||||||||
Options exercised (in shares) | 3,000 | ||||||||||||||
Equity-based compensation | 17,000,000 | 17,000,000 | |||||||||||||
Ending balance (in shares) at Mar. 31, 2023 | 106,047,000 | 82,900,000 | |||||||||||||
Ending balance at Mar. 31, 2023 | (1,322,000,000) | 1,576,000,000 | (2,236,000,000) | (662,000,000) | $ 0 | $ 0 | |||||||||
Beginning balance (in shares) at Dec. 31, 2022 | 106,037,000 | 82,900,000 | |||||||||||||
Beginning balance at Dec. 31, 2022 | (1,053,000,000) | 1,558,000,000 | (2,076,000,000) | (535,000,000) | $ 0 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | (391,000,000) | ||||||||||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | $ 1,000,000 | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 106,469,000 | 82,900,000 | |||||||||||||
Ending balance at Jun. 30, 2023 | (1,406,000,000) | 1,597,000,000 | (2,294,000,000) | (709,000,000) | $ 0 | $ 0 | |||||||||
Beginning balance (in shares) at Mar. 31, 2023 | 106,047,000 | 82,900,000 | |||||||||||||
Beginning balance at Mar. 31, 2023 | (1,322,000,000) | 1,576,000,000 | (2,236,000,000) | (662,000,000) | $ 0 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | (105,000,000) | (58,000,000) | (47,000,000) | ||||||||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | 0 | ||||||||||||||
Contribution of Class A common stock from related party (in shares) | (16,000) | ||||||||||||||
Issuance of Class A common stock to settle vested restricted stock units (in shares) | 415,000 | ||||||||||||||
Issuance of Class A common stock under ESPP (in shares) | 20,000 | ||||||||||||||
Forfeitures of restricted stock and restricted stock surrendered in lieu of withholding taxes | (2,000,000) | (2,000,000) | |||||||||||||
Options exercised (in shares) | 3,000 | ||||||||||||||
Equity-based compensation | 23,000,000 | 23,000,000 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2023 | 106,469,000 | 82,900,000 | |||||||||||||
Ending balance at Jun. 30, 2023 | (1,406,000,000) | 1,597,000,000 | (2,294,000,000) | (709,000,000) | $ 0 | $ 0 | |||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 114,239,000 | 114,239,000 | 85,619,000 | 85,619,000 | |||||||||||
Beginning balance at Dec. 31, 2023 | (384,000,000) | 1,869,000,000 | (1,626,000,000) | (627,000,000) | $ 0 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | 49,000,000 | 28,000,000 | 21,000,000 | ||||||||||||
Exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises (in shares) | 29,000 | ||||||||||||||
Exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises | 0 | 6,000,000 | (6,000,000) | ||||||||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | $ 1,000,000 | 1,000,000 | |||||||||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis in Carvana Group | (1,000,000) | (1,000,000) | |||||||||||||
Contribution of Class A common stock from related party (in shares) | (1,000) | ||||||||||||||
Issuance of Class A common stock to settle vested restricted stock units (in shares) | 2,272,000 | ||||||||||||||
Options exercised (in shares) | 19,000 | ||||||||||||||
Equity-based compensation | 24,000,000 | 24,000,000 | |||||||||||||
Ending balance (in shares) at Mar. 31, 2024 | 116,558,000 | 85,619,000 | |||||||||||||
Ending balance at Mar. 31, 2024 | (311,000,000) | 1,887,000,000 | (1,598,000,000) | (600,000,000) | $ 0 | $ 0 | |||||||||
Beginning balance (in shares) at Dec. 31, 2023 | 114,239,000 | 114,239,000 | 85,619,000 | 85,619,000 | |||||||||||
Beginning balance at Dec. 31, 2023 | (384,000,000) | 1,869,000,000 | (1,626,000,000) | (627,000,000) | $ 0 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | 97,000,000 | ||||||||||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | 26,000,000 | ||||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 121,054,000 | 121,054,000 | 85,619,000 | 85,619,000 | |||||||||||
Ending balance at Jun. 30, 2024 | 115,000,000 | 2,106,000,000 | (1,580,000,000) | (411,000,000) | $ 0 | $ 0 | |||||||||
Beginning balance (in shares) at Mar. 31, 2024 | 116,558,000 | 85,619,000 | |||||||||||||
Beginning balance at Mar. 31, 2024 | (311,000,000) | 1,887,000,000 | (1,598,000,000) | (600,000,000) | $ 0 | $ 0 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Net income (loss) | 48,000,000 | 18,000,000 | 30,000,000 | ||||||||||||
Exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises (in shares) | 73,000 | ||||||||||||||
Exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises | 0 | $ 0 | 4,000,000 | $ 155,000,000 | (4,000,000) | $ (155,000,000) | |||||||||
Issuance of Class A common stock, net of underwriters' discounts and commissions and offering expenses (in shares) | 3,047,000 | ||||||||||||||
Issuance of Class A common stock, net of underwriters' discounts and commissions and offering expenses | 347,000,000 | 347,000,000 | |||||||||||||
Establishment of deferred tax assets related to increases in tax basis in Carvana Group | 25,000,000 | 25,000,000 | |||||||||||||
Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis in Carvana Group | $ (25,000,000) | $ (25,000,000) | |||||||||||||
Issuance of Class A common stock to settle vested restricted stock units (in shares) | 1,172,000 | ||||||||||||||
Issuance of Class A common stock under ESPP (in shares) | 6,000 | ||||||||||||||
Issuance of Class A common stock under ESPP | 1,000,000 | 1,000,000 | |||||||||||||
Options exercised (in shares) | 198,000 | ||||||||||||||
Options exercised | 3,000,000 | 3,000,000 | |||||||||||||
Equity-based compensation | 27,000,000 | 27,000,000 | |||||||||||||
Ending balance (in shares) at Jun. 30, 2024 | 121,054,000 | 121,054,000 | 85,619,000 | 85,619,000 | |||||||||||
Ending balance at Jun. 30, 2024 | $ 115,000,000 | $ 2,106,000,000 | $ (1,580,000,000) | $ (411,000,000) | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 97 | $ (391) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization expense | 158 | 183 |
Equity-based compensation expense | 45 | 34 |
Loss on disposal of property and equipment | 2 | 6 |
Loss on debt extinguishment | 2 | 0 |
Payment-in-kind interest expense | 285 | 0 |
Provision for bad debt and valuation allowance | 17 | 25 |
Amortization of debt issuance costs | 9 | 14 |
Unrealized gain on warrants to acquire Root Class A common stock | (53) | 0 |
Unrealized gain on beneficial interests in securitizations | (14) | (5) |
Changes in finance receivable related assets: | ||
Originations of finance receivables | (3,888) | (2,913) |
Proceeds from sale of finance receivables, net | 4,012 | 3,118 |
Gain on loan sales | (317) | (214) |
Principal payments received on finance receivables held for sale | 90 | 132 |
Other changes in assets and liabilities: | ||
Vehicle inventory | (70) | 564 |
Accounts receivable | (88) | (86) |
Other assets | 9 | 4 |
Accounts payable and accrued liabilities | 145 | (24) |
Operating lease right-of-use assets | (11) | 47 |
Operating lease liabilities | 15 | (41) |
Other liabilities | 10 | (10) |
Net cash provided by operating activities | 455 | 443 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (40) | (50) |
Proceeds from disposal of property and equipment | 8 | 33 |
Payments for acquisitions, net of cash acquired | 0 | (7) |
Principal payments received on and proceeds from sale of beneficial interests | 41 | 30 |
Net cash provided by investing activities | 9 | 6 |
Cash Flows from Financing Activities: | ||
Proceeds from short-term revolving facilities | 1,746 | 4,536 |
Payments on short-term revolving facilities | (2,342) | (4,909) |
Proceeds from issuance of long-term debt | 101 | 62 |
Payments on long-term debt | (303) | (85) |
Payments of debt issuance costs | (3) | (2) |
Net proceeds from issuance of Class A common stock | 347 | 0 |
Proceeds from equity-based compensation plans | 3 | 0 |
Tax withholdings related to restricted stock units and awards | 0 | (2) |
Net cash used in financing activities | (451) | (400) |
Net increase in cash, cash equivalents and restricted cash | 13 | 49 |
Cash, cash equivalents and restricted cash at beginning of period | 594 | 628 |
Cash, cash equivalents and restricted cash at end of period | $ 607 | $ 677 |
Business Organization
Business Organization | 6 Months Ended |
Jun. 30, 2024 | |
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.," and, 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 or mobile application, customers can complete all phases of a used vehicle 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 Secured Notes and Senior Unsecured Notes (each as defined in Note 9 — Debt Instruments) which were issued by Carvana Co. and are guaranteed by its and Carvana Group's existing domestic restricted subsidiaries, excluding, in the case of the Senior Unsecured Notes, ADESA US Auction, LLC ("ADESA"), and its subsidiaries. In accordance with Carvana Group, LLC's amended and restated limited liability company agreement (the "LLC Agreement"), Carvana Co. is the sole manager of Carvana Group and conducts, directs and exercises full control over the activities of Carvana Group. There are two classes of common ownership interests in Carvana Group, Class A common units (the "Class A Units") and Class B common units (the "Class B Units"). As further discussed in Note 10 — Stockholders' Equity (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 June 30, 2024, Carvana Co. owned approximately 58.0% of Carvana Group and the LLC Unitholders (as defined in Note 10 — Stockholders' Equity (Deficit)) owned the remaining 42.0%. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included within the Company's most recent Annual Report on Form 10-K filed on February 22, 2024. The accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal and recurring items) necessary to present fairly the Company’s financial position as of June 30, 2024, results of operations and changes in stockholders' equity (deficit) for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations. Certain prior period amounts have been reclassified to conform to current period presentation to account for the additions of other operating expense, net and operating income (loss) in our accompanying unaudited condensed consolidated statements of operations. 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 Company has incurred losses in prior periods and may incur additional losses in the future as it continues to focus on driving profitability through operating efficiency. Historically, the Company's capital and liquidity needs have been primarily satisfied through its debt and equity financings, operating cash flows, and short-term revolving facilities. During the three months ended June 30, 2024, the Company (i) repurchased and cancelled $250 million of principal amount of 2028 Senior Secured Notes (as defined below), (ii) received net cash proceeds of $347 million from its at-the-market offering program ("ATM Program"), and (iii) extended two of its short-term revolving credit facilities through August and October 2025, respectively. Management believes that current working capital, cash flows from operations, and expected continued or new financing arrangements will be sufficient to fund operations for at least one year from the financial statement issuance date. Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. 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. Accounting Standards Issued But Not Yet Adopted The Company assessed all Accounting Standards Updates issued but not yet adopted and determined they are not relevant to the Company or are not expected to have a material impact upon adoption. Securities and Exchange Commission ("SEC") Final Rules Issued But Not Yet Adopted |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 3 — PROPERTY AND EQUIPMENT, NET The following table summarizes property and equipment, net as of June 30, 2024 and December 31, 2023: June 30, December 31, (in millions) Land and site improvements $ 1,332 $ 1,331 Buildings and improvements 1,372 1,344 Transportation fleet 551 570 Software 324 296 Furniture, fixtures, and equipment 144 144 Total property and equipment excluding construction in progress 3,723 3,685 Less: accumulated depreciation and amortization on property and equipment (911) (775) Property and equipment excluding construction in progress, net 2,812 2,910 Construction in progress 55 72 Property and equipment, net $ 2,867 $ 2,982 Depreciation and amortization expense on property and equipment in cost of sales was $35 million and $44 million during the three months ended June 30, 2024 and 2023, respectively. Depreciation and amortization expense on property and equipment in selling, general and administrative expense was $36 million and $42 million during the three months ended June 30, 2024 and 2023, respectively. Depreciation and amortization expense on property and equipment in cost of sales was $74 million and $88 million during the six months ended June 30, 2024 and 2023, respectively. Depreciation and amortization expense on property and equipment in selling, general and administrative expense was $75 million and $86 million during the six months ended June 30, 2024 and 2023, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | NOTE 4 — INTANGIBLE ASSETS, NET The following table summarizes intangible assets, net as of June 30, 2024 and December 31, 2023: June 30, December 31, (in millions) Customer relationships $ 50 $ 50 Developed technology 41 41 Intangible assets, acquired cost 91 91 Less: accumulated amortization (48) (39) Intangible assets, net $ 43 $ 52 Amortization expense was $5 million and $4 million during the three months ended June 30, 2024 and 2023, respectively, and $9 million during each of the six months ended June 30, 2024 and 2023. As of June 30, 2024, the remaining weighted-average amortization period for definite-lived intangible assets was 4.5 years. The anticipated annual amortization expense to be recognized in future years as of June 30, 2024 is as follows: Expected Future (in millions) Remainder of 2024 $ 9 2025 14 2026 7 2027 5 2028 3 Thereafter 5 Total $ 43 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities | NOTE 5 — ACCOUNTS PAYABLE AND ACCRUED LIABILITIES The following table summarizes accounts payable and accrued liabilities as of June 30, 2024 and December 31, 2023: June 30, December 31, (in millions) Accounts payable, including $6 and $7, respectively, due to related parties $ 275 $ 231 Sales taxes and vehicle licenses and fees 95 77 Reserve for returns and cancellations 66 57 Accrued compensation and benefits 60 41 Customer deposits 49 30 Accrued advertising costs 14 4 Accrued interest expense 7 7 Income tax liability — 3 Accrued property and equipment — 1 Other accrued liabilities 176 145 Total accounts payable and accrued liabilities $ 742 $ 596 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 — RELATED PARTY TRANSACTIONS Lease Agreements In November 2014, the Company and DriveTime Automotive Group, Inc. (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, which currently governs the occupation of two inspection and reconditioning centers in Blue Mound, Texas and Delanco, New Jersey. The lease for the Blue Mound, Texas location expires in 2029, with two five-year renewal options, and the lease for the Delanco location expires in 2026, with no current renewal options. The Company makes monthly lease payments based on DriveTime's actual rent expense. In addition, the Company is responsible for the actual insurance costs, tenant improvements required to conduct operations, and real estate taxes. In February 2017, the Company entered into a lease agreement with DriveTime for sole occupancy of a fully operational inspection and reconditioning center in Winder, Georgia. In May 2024, the lease expiration for the Winder location was extended to 2030, subject to two remaining renewal options of five years each. Expenses related to these operating lease agreements are allocated based on usage to inventory and selling, general and administrative expenses in the accompanying unaudited condensed consolidated balance sheets and statements of operations. Costs allocated to inventory are recognized as cost of sales when the inventory is sold. Total costs related to these operating lease agreements, including those noted above, were $1 million during each of the three months ended June 30, 2024 and 2023, and $2 million during each the six months ended June 30, 2024 and 2023 allocated between inventory and selling, general and administrative expenses. 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 had a term of 83 months, subject to the right to exercise three five-year extension options. Pursuant to the sublease, the Company paid the rent equal to the amounts due under DriveTime's master lease directly to DriveTime's landlord. The lease and sublease expired in February 2024. The rent expense incurred related to the first floor sublease was less than $1 million during the three months ended June 30, 2023 and during each of the six months ended June 30, 2024 and 2023. In December 2019, Verde Investments, Inc., an affiliate of DriveTime ("Verde"), purchased an office building in Tempe, Arizona that the Company leased from an unrelated landlord prior to Verde's purchase. In connection with the purchase, Verde assumed that lease. The lease has an initial term of ten years, subject to the right to exercise two five-year extension options. The rent expense incurred under the lease with Verde was less than $1 million during each of the three and six months ended June 30, 2024 and 2023. Wholesale Sales and Revenues DriveTime purchases wholesale vehicles from, and sells wholesale vehicles to, both the Company and unrelated third parties through both competitive online auctions that are managed by unrelated third parties and the Company's wholesale marketplace platform. Additionally, beginning in September 2023, the Company has provided DriveTime with reconditioning services through its wholesale marketplace platform. The Company recognized $7 million and $5 million of wholesale sales and revenues from DriveTime, including for reconditioning services, during the three months ended June 30, 2024 and 2023, respectively, and $14 million and $10 million during the six months ended June 30, 2024 and 2023, 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. As of June 30, 2024 and December 31, 2023, zero and less than $1 million, respectively, related to vehicles and reconditioning services were included in vehicle inventory in the accompanying unaudited condensed consolidated balance sheets. Master Dealer Agreement In December 2016, the Company entered into a master dealer agreement with DriveTime (the "Master Dealer Agreement"), most recently amended in April 2021, 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. The Master Dealer Agreement further allows the Company to receive payments for excess reserves based on the performance of the VSCs versus the reserves held by the VSC administrator, once a required claims period for such VSCs has passed. During the three months ended June 30, 2024 and 2023, the Company recognized $45 million and $33 million, respectively, and during the six months ended June 30, 2024 and 2023, the Company recognized $86 million and $68 million, respectively, of commissions earned on VSCs sold to its customers and administered by DriveTime, net of a reserve for estimated contract cancellations, and payments for excess reserves to which it expects to be entitled. The commission earned on the sale of VSCs and expected payments for excess reserves is included in other sales and revenues in the accompanying unaudited condensed consolidated statements of operations. Beginning in 2017, DriveTime also administers the Company's limited warranty provided to all customers. The Company pays a per-vehicle fee to DriveTime to administer the limited warranty included with every purchase. The Company incurred $4 million and $5 million during the three months ended June 30, 2024 and 2023, respectively, and $8 million and $9 million during the six months ended June 30, 2024 and 2023, respectively, related to the administration of limited warranty. 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"). The Company recognized $2 million and less than $1 million in revenue during the three months ended June 30, 2024 and 2023, respectively, and $3 million and less than $1 million during the six months ended June 30, 2024 and 2023, respectively, under the Profit Sharing Agreement. Servicing and Administrative Fees DriveTime provides servicing and administrative functions associated with the Company's finance receivables. The Company incurred expenses of $3 million and $4 million during the three months ended June 30, 2024 and 2023, respectively, and $5 million and $8 million during the six months ended June 30, 2024 and 2023, 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 under this agreement during each of the three and six months ended June 30, 2024 and 2023. Shared Services Agreement with DriveTime In November 2014, the Company and DriveTime entered into a shared services agreement whereby DriveTime provided certain accounting and tax, legal and compliance, information technology, telecommunications, benefits, insurance, real estate, equipment, corporate communications, software and production, and other services primarily to facilitate the transition of these services to the Company on a standalone basis (the "Shared Services Agreement"). The Shared Services Agreement was most recently amended and restated in February 2021 and operates on a year-to-year basis, with the Company having the right to terminate any or all services with 30 days' prior written notice and DriveTime having the right to terminate any or all services with 90 days' prior written notice. Charges allocated to the Company are based on the Company’s actual use of the specific services detailed in the Shared Services Agreement. The Company incurred less than $1 million in expenses related to the Shared Services Agreement during each of the three and six months ended June 30, 2024 and 2023. Accounts Payable Due to Related Party As of June 30, 2024 and December 31, 2023, $6 million and $7 million, respectively, was due to related parties primarily related to the agreements mentioned above, and is included in accounts payable and accrued liabilities in the accompanying unaudited condensed consolidated balance sheets. As further discussed in Note 14 — Income Taxes, as of June 30, 2024 and December 31, 2023, the Company recorded a tax receivable agreement ("TRA") liability of $33 million and $14 million, respectively, of which $26 million and $11 million, respectively, is due to related parties. Refer to Note 14 — Income Taxes for further discussion of the TRA. As of June 30, 2024, $14 million is included in other current liabilities and $19 million is included in other liabilities on the accompanying unaudited condensed consolidated balance sheets. As of December 31, 2023, $14 million is included in other liabilities on the accompanying unaudited condensed 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 each 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 vested after completion of their second year of employment, for a total of 435,035 RSUs granted during the period. For every Gift that vested, 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 contributed 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 had vested during such quarter. The shares contributed were shares of Class A common stock that Mr. Garcia individually owned, at no charge. During the three months ended June 30, 2024 and 2023, zero and 15,778 RSUs, respectively, and during the six months ended June 30, 2024 and 2023, 1,104 and 31,625 RSUs, respectively, vested and an equal number of shares of Class A common stock were contributed by Mr. Garcia. As of January 2024, all RSUs granted pursuant to the CEO Milestone Gift had vested or been forfeited. 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 | 6 Months Ended |
Jun. 30, 2024 | |
Transfers and Servicing [Abstract] | |
Finance Receivable Sale Agreements | NOTE 7 — FINANCE RECEIVABLE SALE AGREEMENTS The Company originates loans for its customers and sells them to partners and investors pursuant to finance receivable sale agreements. Historically, the Company has sold loans through two types of arrangements: forward flow 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. On January 11, 2024, the Company and the Ally Parties amended the MPSA to reestablish the commitment by the Ally Parties to purchase up to $4.0 billion of principal balances of finance receivables between January 11, 2024 and January 10, 2025. During the three months ended June 30, 2024 and 2023, the Company sold $0.5 billion and $1.0 billion, respectively, in principal balances of finance receivables under the MPSA. During the six months ended June 30, 2024 and 2023, the Company sold $1.4 billion and $1.7 billion, respectively, in principal balances of finance receivables under the MPSA, and had $2.6 billion of unused capacity as of June 30, 2024. 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 defined and further discussed in Note 8 — Securitizations and Variable Interest Entities. During the three months ended June 30, 2024 and 2023, the Company sold $1.2 billion and $0.9 billion, respectively, in principal balances of finance receivables through securitization transactions. During the six months ended June 30, 2024 and 2023, the Company sold $2.0 billion and $1.3 billion, respectively, in principal balances of finance receivables through securitization transactions. Fixed Pool Loan Sale In May 2024, the Company completed a fixed pool loan sale of $0.4 billion in principal balances of finance receivables to an unrelated third party on terms substantially similar to the Company’s securitization transactions and sales under the MPSA. Gain on Loan Sales The total gain related to finance receivables sold to financing partners and pursuant to securitization transactions was $173 million and $150 million during the three months ended June 30, 2024 and 2023, respectively, and $317 million and $214 million during the six months ended June 30, 2024 and 2023, respectively, which is included in other sales and revenues in the accompanying unaudited condensed consolidated statements of operations. |
Securitizations and Variable In
Securitizations and Variable Interest Entities | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Securitizations and Variable Interest Entities | NOTE 8 — SECURITIZATIONS AND VARIABLE INTEREST ENTITIES As noted in Note 7 — Finance Receivable Sale Agreements, the Company sponsors and establishes securitization trusts to purchase finance receivables from the Company. The securitization trusts issue asset-backed securities, some of which are collateralized by the finance receivables that the Company sells to the securitization trusts. Upon sale of the finance receivables to the securitization trusts, the Company recognizes a gain or loss on sales of finance receivables. The net proceeds from the sales are the fair value of the assets obtained as part of the transactions and typically include cash and at least 5% of the beneficial interests issued by the securitization trusts to comply with Regulation RR of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Risk Retention Rules"). The beneficial interests retained by the Company include, but are not limited to, rated notes and certificates of the securitization trusts. The holders of the certificates issued by the securitization trusts have rights to cash flows only after the holders of the notes issued by the securitization trusts have received their contractual cash flows. The securitization trusts have no direct recourse to the Company’s assets, and holders of the securities issued by the securitization trusts can look only to the assets of the securitization trusts that issued their securities for payment. The beneficial interests held by the Company are subject principally to the credit and prepayment risk stemming from the underlying finance receivables. The securitization trusts established in connection with asset-backed securitization transactions are VIEs. For each VIE that the Company establishes in its role as sponsor of securitization transactions, it performs an analysis to determine whether or not it is the primary beneficiary of the VIE. The Company’s continuing involvement with the VIEs consists of retaining a portion of the securities issued by the VIEs, providing industry standard representations and warranties regarding the underlying finance receivables, and performing ministerial duties as the trust administrator. As of June 30, 2024, the Company was not the primary beneficiary of these securitization trusts because its retained interests in the VIEs do not have exposures to losses or benefits that could potentially be significant to the VIEs. As such, the Company does not consolidate the securitization trusts. The assets the Company retains in the unconsolidated VIEs are presented as beneficial interests in securitizations on the accompanying unaudited condensed consolidated balance sheets, which as of June 30, 2024 and December 31, 2023 were $421 million and $366 million, respectively. The Company held no other assets or liabilities related to its involvement with unconsolidated VIEs as of June 30, 2024 and December 31, 2023. 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 June 30, 2024 and December 31, 2023. 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. June 30, 2024 December 31, 2023 Carrying Value Total Exposure Carrying Value Total Exposure (in millions) Rated notes $ 331 $ 331 $ 287 $ 287 Certificates and other assets 90 90 79 79 Total unconsolidated VIEs $ 421 $ 421 $ 366 $ 366 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 the Risk Retention Rules. As described in Note 9 — 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 June 30, 2024 and December 31, 2023 were as follows: June 30, 2024 December 31, 2023 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Rated notes $ 335 $ 331 $ 294 $ 287 Certificates and other assets 81 90 71 79 Total securities available for sale $ 416 $ 421 $ 365 $ 366 |
Debt Instruments
Debt Instruments | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt Instruments | NOTE 9 — DEBT INSTRUMENTS Debt instruments, excluding finance leases, which are discussed in Note 15 — Leases, as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, December 31, (in millions) Asset-based financing: Floor plan facility $ 72 $ 113 Finance receivable facilities — 555 Financing of beneficial interests in securitizations 334 293 Real estate financing 485 485 Total asset-based financing 891 1,446 Senior Secured Notes (1) 4,405 4,378 Senior Unsecured Notes 205 205 Total debt 5,501 6,029 Less: current portion (198) (777) Less: unamortized debt issuance costs (2) (53) (60) Plus: unamortized premium (3) 32 37 Total included in long-term debt, net $ 5,282 $ 5,229 (1) Includes $210 million and $185 million of accrued PIK interest as of June 30, 2024 and December 31, 2023, respectively. Accrued PIK interest increases the principal amount of Senior Secured Notes on each semi-annual interest payment date. (2) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying unaudited condensed consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other assets on the accompanying unaudited condensed consolidated balance sheets and not included here. (3) The unamortized premium relates to a portion of the notes exchange offers completed in September 2023 which were accounted for as a debt modification. Short-Term Revolving Facilities Floor Plan Facility The Company previously entered into a floor plan facility with the Ally Parties to finance its vehicle inventory, which was secured by Carvana LLC's vehicle inventory, general intangibles, accounts receivable, and finance receivables (as amended, the "Floor Plan Facility"). On September 1, 2023, the Company amended the Floor Plan Facility in connection with the issuance of the Senior Secured Notes (as defined below) to provide for an additional exclusive grant of collateral over certain deposit accounts and the cash on deposit in those accounts in favor of the lender and to amend certain other affirmative and negative covenants. The Company amended and restated the Floor Plan Facility on November 1, 2023 to resize the line of credit to $1.5 billion through April 30, 2025 and to lower the interest rate to (i) a prime rate plus 0.10% when amounts drawn under the facility are under 50% of the then current inventory balance and (ii) a prime rate plus 0.50% when amounts drawn are over 50%. Under the Floor Plan Facility, repayment of amounts drawn for the purchase of a vehicle should generally be made within several days after selling or otherwise disposing of the vehicle. Outstanding balances related to vehicles held in inventory for more than 120 days require monthly principal payments equal to 10% of the original principal amount of that vehicle until the remaining outstanding balance is equal to the lesser of (i) 50% of the original principal amount or (ii) 50% of the wholesale value. Prepayments may be made without incurring a premium or penalty. Additionally, the Company is permitted to make prepayments to the lender to be held as principal payments under the Floor Plan Facility and subsequently reborrow such amounts. The Floor Plan Facility also requires monthly interest payments and restricted cash requirements on a sliding scale whereby at least 12.5% of the total principal amount owed to the lender is required to be held as restricted cash if amounts drawn are under 50% of the then current inventory balance, which requirement increases to (i) 17.5% required to be held as restricted cash if amounts drawn are between 50% and 59.99%, (ii) 22.5% required to be held as restricted cash if amounts drawn are between 60% and 69.99%, and (iii) 25% required to be held as restricted cash if amounts drawn are equal to or over 70%. 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 Facility. As of June 30, 2024, the Company had $72 million outstanding under the facility, unused capacity of $1.4 billion, and held $9 million in restricted cash related to this facility. During the three months ended June 30, 2024, the Company's effective interest rate on the facility was 6.81%. As of December 31, 2023, the Company had $113 million outstanding under the facility, unused capacity of $1.4 billion, and held $14 million in restricted cash related to this facility. During the year ended December 31, 2023, the Company's effective interest rate on the facility was 7.86%. Finance Receivable Facilities The Company has various short-term revolving credit facilities to fund certain finance receivables originated by the Company prior to selling them, which are typically secured by the finance receivables pledged to them (the "Finance Receivable Facilities"). In January 2020, the Company entered into an agreement pursuant to which a lender agreed to provide a revolving credit facility to fund certain finance receivables originated by the Company. In 2023, the Company amended its agreement to, among other things, adjust the line of credit to $500 million, and in January 2024, the maturity date was extended to January 19, 2025. 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 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 in December 2023, the maturity date was extended to December 8, 2025. In April 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 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, and in March 2024, the maturity date was extended to April 12, 2024, on which day the maturity date was further extended to October 10, 2025. In March 2022, the Company entered into an agreement pursuant to which a fourth lender agreed to provide a $500 million revolving credit facility to fund certain finance receivables originated by the Company. In September 2023, the Company amended its agreement to extend the maturity date to September 18, 2024. In May 2023, the Company entered into an agreement pursuant to which a fifth lender agreed to provide a $500 million revolving credit facility to fund certain finance receivables originated by the Company until May 31, 2024. In May 2024, the Company amended its agreement to extend the maturity date to August 15, 2025. The Finance Receivable 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 June 30, 2024 and December 31, 2023, the Company had zero and $555 million, respectively, outstanding under these Finance Receivable Facilities, unused capacity of $2.7 billion and $2.1 billion, respectively, and held $16 million and $8 million, respectively, in restricted cash related to these Finance Receivable Facilities. During the three months ended June 30, 2024, the Company's effective interest rate on these Finance Receivable Facilities was 7.45%. During the year ended December 31, 2023, the Company's effective interest rate on these Finance Receivable Facilities was 6.60%. Long-Term Debt Senior Secured Notes The Company has issued various tranches of Senior Secured Notes (collectively, the "Senior Secured Notes") as further described below: Senior Secured Notes June 30, December 31, Year 1 PIK Interest Rate Year 2 Cash/PIK Toggle Interest Rate Thereafter Cash Interest Rate (in millions, except percentages) Notes due December 1, 2028 (the "2028 Senior Secured Notes") $ 784 $ 981 12% 9%/12% 9% Notes due June 1, 2030 (the "2030 Senior Secured Notes") 1,559 1,471 13% 11%/13% 9% Notes due June 1, 2031 (the "2031 Senior Secured Notes") 1,852 1,741 14% --/14% 9% Accrued PIK interest 210 185 Total principal amount $ 4,405 $ 4,378 Less: unamortized debt issuance costs (46) (53) Plus: unamortized premium 32 37 Total Senior Secured debt $ 4,391 $ 4,362 Interest on each of the Senior Secured Notes is payable semi-annually on February 15 and August 15, beginning on February 15, 2024. On February 15, 2024 and as required by the indentures governing the Senior Secured Notes, the Company paid interest in kind of $53 million, $88 million, and $111 million on the 2028, 2030, and 2031 Senior Secured Notes, respectively. The Company may redeem some or all of each series of Senior Secured Notes at any time prior to certain specified redemption dates (the "Secured Early Redemption Dates") and at 100% of the principal amount outstanding plus applicable make-whole premiums set forth in each respective indenture, plus any accrued and unpaid interest to the redemption date. Prior to the Secured Early Redemption Dates, the Company may also redeem up to 35% of the original aggregate principal amount of the 2028 and 2030 Senior Secured Notes at a redemption price equal to 109% of the principal amount outstanding, together with accrued and unpaid interest to, but not including, the date of redemption, using the net cash proceeds of certain equity offerings. Finally, on or after the Secured Early Redemption Dates, the Company may redeem its Senior Secured Notes in whole or in part at redemption prices set forth in each respective indenture, plus accrued and unpaid interest up to but excluding the redemption date. If the Company experiences certain change of control events, it must make an offer to purchase all of the Senior Secured Notes at 101% of the principal amount thereof, plus any accrued and unpaid interest, to the repurchase date. During the three months ended June 30, 2024, the Company repurchased $250 million of principal amount of the 2028 Senior Secured Notes in the open market for $259 million, which included $7 million of accrued PIK interest. The repurchased notes were cancelled upon receipt. The repurchases are treated as an extinguishment of debt, with any realized discount (premium) recognized as a gain (loss) on debt extinguishment in the accompanying unaudited condensed consolidated statements of operations, net of transaction fees and write-offs of related unamortized debt issuance costs and unamortized premium. As a result of the repurchases, the Company recognized a net loss on debt extinguishment of $2 million, which included $1 million of transaction fees and write-offs of related unamortized debt issuance costs and unamortized premium. The Senior Secured Notes mature as specified in the table above unless earlier repurchased or redeemed and are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by all of the domestic restricted subsidiaries of the Company (other than, subject to certain exceptions, any subsidiary that constitutes an "immaterial subsidiary," "captive insurance subsidiary," "securitization subsidiary" or "permitted joint venture"). The Senior Secured Notes and the guarantees are secured by (i) second-priority liens on certain assets and property of the Company, pledged in favor of the Ally Parties under the Floor Plan Facility and (ii) first-priority liens on certain assets and property of the Company and the guarantors, as identified in the indentures to the Senior Secured Notes. The indentures to the Senior Secured Notes contain restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things and subject to certain exceptions, incur additional debt or issue preferred stock, create new liens, create restrictions on 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. Senior Unsecured Notes The Company has issued various tranches of Senior Unsecured Notes (the "Senior Unsecured Notes") each under a separate indenture, as further described below: Senior Unsecured Notes June 30, December 31, Interest Rate (in millions, except percentages) Notes due October 1, 2025 ("2025 Senior Unsecured Notes") $ 98 98 5.625 % Notes due April 15, 2027 ("2027 Senior Unsecured Notes") 32 32 5.500 % Notes due October 1, 2028 ("2028 Senior Unsecured Notes") 22 22 5.875 % Notes due September 1, 2029 ("2029 Senior Unsecured Notes") 26 26 4.875 % Notes due May 1, 2030 ("2030 Senior Unsecured Notes") 27 27 10.250 % Total principal amount 205 205 Less: unamortized debt issuance costs (1) (1) Total Senior Unsecured debt $ 204 $ 204 Each of the 2025, 2027, 2028 and 2029 Senior Unsecured 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 Senior Unsecured 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. Interest on each of the Senior Unsecured Notes is payable semi-annually. The Senior Unsecured Notes mature as specified in the table above unless earlier repurchased or redeemed and are guaranteed by certain of the Company's subsidiaries. In March 2023, the Company designated ADESA and its subsidiaries as unrestricted subsidiaries under the indentures governing the Senior Unsecured Notes. The Company may redeem some or all of each series of Senior Unsecured Notes at any time prior to certain specified redemption dates (the "Unsecured Early Redemption Dates") at the redemption prices and applicable make-whole premiums set forth in each respective indenture, plus any accrued and unpaid interest to the redemption date. Prior to the Unsecured Early Redemption Dates, the Company may also 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 Senior Unsecured Notes, the Company may, at its option, redeem in the aggregate up to 10% of the original aggregate principal amount of the 2030 Senior Unsecured 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 Senior Unsecured Notes to be redeemed, plus accrued and unpaid interest thereon to the relevant redemption rate. Finally, on or after the Unsecured Early Redemption Dates, the Company may redeem some or all of the Senior Unsecured Notes in whole or in part at redemption prices set forth in each respective indenture, plus accrued and unpaid interest up to but excluding the redemption date. Real Estate Financing The Company finances certain purchases and construction of its property and equipment through various sale and leaseback transactions. As of June 30, 2024, none of these transactions have qualified for sale accounting due to meeting the criteria for finance leases, or forms of continuing involvement, such as repurchase options or renewal periods that extend the lease for substantially all of the asset's remaining useful life, and are therefore accounted for as financing transactions. These arrangements require monthly payments and have initial terms of 20 to 25 years. Some of the agreements are subject to renewal options of up to 25 years and some are subject to base rent increases throughout the term. As of both June 30, 2024 and December 31, 2023, the outstanding liability associated with these sale and leaseback arrangements, net of unamortized debt issuance costs, was $482 million, and was included in long-term debt in the accompanying unaudited condensed consolidated balance sheets. Financing of Beneficial Interests in Securitizations As discussed in Note 8 — Securitizations and Variable Interest Entities, the Company has retained certain beneficial interests in securitizations pursuant to the Company’s obligations as a sponsor under 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 June 30, 2024 and December 31, 2023, the Company had pledged $334 million and $293 million, respectively, of its beneficial interests in securitizations as collateral under the repurchase agreements with expected repurchases ranging from June 2025 to June 2031. 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 $331 million and $290 million as of June 30, 2024 and December 31, 2023, respectively, of which $125 million and $108 million, respectively, was included in current portion of long-term debt in the accompanying unaudited condensed consolidated balance sheets. As of June 30, 2024, the Company was in compliance with all debt covenants. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 10 — STOCKHOLDERS' EQUITY (DEFICIT) Classes of Common Stock and LLC Units 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 June 30, 2024 and December 31, 2023, there were 258 million and 250 million Class A Units, respectively, and 2 million Class B Units at both dates (as adjusted for the participation thresholds and closing price of Class A common stock on June 30, 2024 and December 31, 2023), issued and outstanding. As discussed in Note 12 — Equity-Based Compensation, Class B Units were issued under the Company’s LLC Equity Incentive Plan (the "LLC Equity Incentive Plan") and are subject to a participation threshold, and are earned over the requisite service period. At-the-Market Offering On July 19, 2023, the Company entered into a distribution agreement with Citigroup Global Markets Inc. and Moelis & Company LLC, whereby the Company may sell up to the greater of (i) shares of Class A common stock representing an aggregate offering price of $1.0 billion, or (ii) an aggregate of 35 million shares of Class A common stock, from time to time, through an ATM Program. The following table summarizes the activity pursuant to the ATM Program for the three and six months ended June 30, 2024. There was no activity under the ATM Program during the three months ended March 31, 2024. Three and Six Months Ended June 30, 2024 (in millions, except share and per share amounts) Shares of Class A common stock issued 3,047,468 Weighted-average issuance price per share $ 114.85 Gross proceeds (1) $ 350 (1) Net proceeds were $347 million after deducting $3 million of commissions and other offering expenses incurred. 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. Finally, in connection with each exchange, in order to preserve the required 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., an equivalent number of LLC units to the LLC units exchanged are issued to Carvana Co. The exchanges affected pursuant to the Exchange Agreement during the three and six months ended June 30, 2024 and 2023 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) LLC Units exchanged by certain LLC Unitholders 0.1 — 0.1 0.0 Shares of Class B common stock retired — — — — Newly issued Class A common stock 0.1 — 0.1 0.0 LLC Units received by Carvana Co. 0.1 — 0.1 0.0 Class A Non-Convertible Preferred Units In accordance with the Carvana Group, LLC amended and restated LLC Agreement, and in connection with the issuance of Senior Secured Notes or Senior Unsecured Notes by Carvana Co., Carvana Group, LLC is authorized to issue Class A Non-Convertible Preferred Units to Carvana Co. In each case, the consideration for the capital contribution made or deemed to have been made by Carvana Co. is equal to the net proceeds of notes issuances. As of June 30, 2024, Carvana Co. holds 4.4 million Class A Non-Convertible Preferred Units. When Carvana Co. makes payments on the Senior Unsecured Notes and Senior Secured Notes (collectively 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. During the three months ended June 30, 2024, the Company cancelled and retired 0.25 million of Class A Non-Convertible Preferred Units in conjunction with the repurchases of 2028 Senior Secured Notes as discussed in Note 9 — Debt Instruments. Tax Asset Preservation Plan On January 16, 2023, the Company entered into a Section 382 Rights Agreement, which was later amended and restated (the “Tax Asset Preservation Plan”). On June 3, 2024, the Company determined that the Tax Asset Preservation Plan was no longer necessary for the preservation of material valuable Tax Attributes (as defined therein) and set a final expiration date of June 4, 2024, upon which date the preferred share purchase rights expired and the Tax Asset Preservation Plan terminated. In connection therewith, the associated Series B Preferred Stock underlying the preferred share purchase rights was eliminated by the filing of a Certificate of Elimination with the State of Delaware on June 5, 2024, returning such Preferred Stock to authorized but undesignated shares. |
Non-Controlling Interests
Non-Controlling Interests | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | NOTE 11 — NON-CONTROLLING INTERESTS As discussed in Note 1 — Business Organization, Carvana Co. consolidates the financial results of Carvana Group and reports a non-controlling interest related to the portion of Carvana Group owned by the LLC Unitholders. Changes in the ownership interest in Carvana Group while Carvana Co. retains its controlling interest will be accounted for as equity transactions. Exchanges of LLC Units result in a change in ownership and reduce the amount recorded as non-controlling interests and increase additional paid-in capital. Upon the issuance of shares of Class A common stock by Carvana Co. related to the Company’s equity compensation plans such as the exercise of options, issuance of restricted or non-restricted stock, payment of bonuses in stock or settlement of stock appreciation rights in stock, Carvana Group is required to issue to Carvana Co. a number of Class A Units equal to 1.25 times the number of shares of Class A common stock being issued in connection with the exercise of such options or issuance of other types of equity compensation, subject to adjustment for stock splits, stock dividends, reclassifications, and similar transactions. Activity related to the Company's equity compensation plans may result in a change in ownership which will impact the amount recorded as non-controlling interest and additional paid-in capital. The non-controlling interest related to the Class B Units is determined based on the respective participation thresholds and the share price of Class A common stock on an as-converted basis. To the extent that the number of as-converted Class B Units change or Class B Units are forfeited, the resulting difference in ownership will be accounted for as equity transactions adjusting the non-controlling interest and additional paid-in capital. During the six months ended June 30, 2024 and 2023, the total adjustments related to exchanges of LLC Units and to non-controlling interest related to restricted stock unit ("RSU") vesting and stock option ("NQSO") exercises were an increase and decrease in non-controlling interests and a corresponding decrease and increase in additional paid-in capital of $10 million and $1 million, respectively, which have been included in exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises in the accompanying unaudited condensed consolidated statements of stockholders' equity (deficit). During the six months ended June 30, 2024, Carvana Co. utilized the net proceeds from its ATM Program to purchase Class A Units, which resulted in adjustments to increase non-controlling interests and to decrease additional paid-in capital by $155 million, which have been included in adjustment to non-controlling interests related to equity offerings in the accompanying unaudited condensed consolidated statements of stockholders' equity (deficit). As of June 30, 2024, Carvana Co. owned approximately 58.0% of Carvana Group with the LLC Unitholders owning the remaining 42.0%. The net income (loss) attributable to the non-controlling interests on the accompanying unaudited condensed consolidated statements of operations represents the portion of the net income (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. Six Months Ended June 30, 2024 2023 (in millions) Transfers (to) from non-controlling interests: Decrease as a result of issuances of Class A and B common stock $ (155) $ — (Decrease) increase as a result of exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises $ (10) $ 1 Total transfers (to) from non-controlling interests $ (165) $ 1 |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | NOTE 12 — EQUITY-BASED COMPENSATION Equity-based compensation is recognized based on amortizing the grant-date fair value on a straight-line basis over the requisite service period, which is generally the vesting period of the award, less actual forfeitures. A summary of equity-based compensation recognized during the three and six months ended June 30, 2024 and 2023 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Restricted Stock Units and Awards $ 22 $ 19 $ 41 $ 32 Stock Options 5 4 10 8 Total equity-based compensation 27 23 51 40 Equity-based compensation capitalized to property and equipment (3) (3) (5) (5) Equity-based compensation capitalized to inventory (1) (1) (1) (1) Equity-based compensation, net of capitalized amounts $ 23 $ 19 $ 45 $ 34 During each of the three months ended June 30, 2024 and 2023, the Company capitalized $3 million of equity-based compensation to property and equipment related to software development and $1 million to inventory related to reconditioning and inbound transportation of vehicles. During each of the six months ended June 30, 2024 and 2023, the Company capitalized $5 million of equity-based compensation to property and equipment related to software development and $1 million to inventory related to reconditioning and inbound transportation of vehicles. All other equity-related compensation is included in selling, general, and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. As of June 30, 2024, the total unrecognized equity-based compensation related to outstanding awards was $235 million, which the Company expects to recognize over a weighted-average period of approximately 2.9 years. Total unrecognized equity-based compensation will be adjusted for actual forfeitures. 2017 Omnibus Incentive Plan In connection with the IPO, the Company adopted the 2017 Omnibus Incentive Plan (the "2017 Incentive Plan"). The number of shares authorized for issuance under the 2017 Incentive Plan is subject to an automatic annual increase (the "Automatic Increase") of the lesser of two percent of the Company's outstanding Class A common stock or an amount determined by the Compensation and Nominating Committee of the Board. On each of January 1, 2024 and 2023, the number of shares authorized for issuance under the 2017 Incentive Plan increased by two percent of the then outstanding Class A common stock under the Automatic Increase. As of June 30, 2024, 17 million shares remained available for future equity-based award grants under this plan. The Company also maintains a clawback policy (the "Clawback Policy"), which requires the Company's officers, as defined by Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to repay the Company certain Incentive Compensation (as defined in the Clawback Policy) in the event of certain accounting restatements to the financial statements. To date, there has been no repayment of compensation from executive officers pursuant to the Clawback Policy. Employee Stock Purchase Plan In May 2021, the Company adopted an employee stock purchase plan (the "ESPP"), which went into effect on July 1, 2021. 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 six months ended June 30, 2024 and 2023, the Company issued 6,136 and 20,127 shares of Class A common stock, respectively, and as of June 30, 2024, 372,228 shares remained available for future issuance. During the three and six months ended June 30, 2024 and 2023, the Company recognized less than $1 million of equity-based compensation expense related to the ESPP in each period. Class A Units During 2018, the Company granted certain employees Class A Units with service-based vesting over two Class B Units In March 2015, Carvana Group adopted the LLC Equity Incentive Plan. Under the LLC Equity Incentive Plan, Carvana Group could grant Class B Units to eligible employees, non-employee officers, consultants and directors with service-based vesting, typically four |
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Earnings (Loss) Per Share | NOTE 13 — NET EARNINGS (LOSS) PER SHARE Basic and diluted net earnings (loss) per share is computed by dividing the net earnings (loss) attributable to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Diluted net earnings (loss) per share is computed by giving effect to all potentially dilutive shares. Potentially dilutive shares have been excluded from the computation of diluted net earnings (loss) per share when their effect is anti-dilutive. Net earnings (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 earnings (loss) per share during the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions, except number of shares, which are reflected in thousands, and per share amounts) Numerator: Net income (loss) $ 48 $ (105) $ 97 $ (391) Net income (loss) attributable to non-controlling interests 30 (47) 51 (173) Net income (loss) attributable to Carvana Co. Class A common stockholders - basic and diluted $ 18 $ (58) $ 46 $ (218) Denominator: Weighted-average shares of Class A common stock outstanding 118,931 106,247 117,617 106,154 Nonvested weighted-average restricted stock awards (1) (25) (3) (37) Weighted-average shares of Class A common stock outstanding - basic 118,930 106,222 117,614 106,117 Dilutive effect of Class A common shares: Stock Options (1) 2,913 — 2,664 — Restricted Stock Units and Awards (1) 6,622 — 6,478 — Weighted-average shares of Class A common stock outstanding - diluted 128,465 106,222 126,756 106,117 Net earnings (loss) per share of Class A common stock - basic $ 0.15 $ (0.55) $ 0.39 $ (2.05) Net earnings (loss) per share of Class A common stock - diluted $ 0.14 $ (0.55) $ 0.36 $ (2.05) (1) Calculated using the treasury stock method, if dilutive 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 earnings (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 earnings (loss) per share of Class A common stock for the three and six months ended June 30, 2024 and 2023, respectively: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands) Options (1) 371 4,029 697 4,029 Restricted Stock Units and Awards (1) 34 9,953 109 9,953 Class A Units (2) 85,677 82,963 85,680 82,963 Class B Units (2) 1,815 988 1,812 856 (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 | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14 — INCOME TAXES As described in Note 1 — Business Organization and Note 10 — 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. As described in Note 10 — Stockholders' Equity (Deficit), the Company acquired 0.1 million and zero LLC Units during the three months ended June 30, 2024 and 2023, respectively, and 0.1 million and less than 0.1 million LLC Units during the six months ended June 30, 2024 and 2023, respectively in connection with exchanges with LLC Unitholders. In the six months ended June 30, 2024, the Company also issued 3 million shares of Class A common stock and received gross proceeds of $350 million under the ATM Program. The Company utilized the proceeds from the issuance of Class A common stock to purchase 3.8 million newly issued Class A units in Carvana Group. During the three months ended June 30, 2024 and 2023, the Company recognized a gross deferred tax asset of $25 million and zero, respectively, and $26 million and less than $1 million during the six months ended June 30, 2024 and 2023, respectively, associated with the basis difference in its investment in Carvana Group related to the acquisition of the LLC Units. During the six months ended June 30, 2024, 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 against its deferred tax assets. In the event that management was to determine that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, an adjustment to the valuation allowance would be made which would reduce the provision for income taxes. The Company recognizes uncertain income tax positions when it is more-likely-than-not the position will be sustained upon examination. As of June 30, 2024 and December 31, 2023, the Company has not identified any uncertain tax positions and has not recognized any related reserves. The Company's effective tax rate for the three months ended June 30, 2024 and 2023 was an expense of 1.1% and a benefit of 0.4%, respectively, and for the six months ended June 30, 2024 and 2023 was a benefit of 0.0% and 0.6%, respectively. Tax Receivable Agreement Carvana Co. expects to obtain an increase in its share of the tax basis in the net assets of Carvana Group when LLC Units are exchanged by the LLC Unitholders and other qualifying transactions. As described in Note 10 — Stockholders' Equity (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 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 June 30, 2024, the Company recorded a TRA liability of $33 million, of which $26 million is due to related parties. As of June 30, 2024, $14 million is included in other current liabilities and $19 million is included in other liabilities on our accompanying unaudited condensed consolidated balance sheets. For the remaining $1.7 billion TRA liability, as of June 30, 2024, 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 an additional liability related to the tax savings it may realize from utilization of such deferred tax assets. 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 in other expense (income), net within its consolidated statements of operations. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | NOTE 15 — LEASES The Company is party to various lease agreements for real estate and transportation equipment. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company also assesses whether each lease is an operating or finance lease at the lease commencement date. Rent expense of operating leases is recognized on a straight-line basis over the lease term and includes scheduled rent increases as well as amortization of tenant improvement allowances. Operating Leases As of June 30, 2024, the Company is a tenant under various operating leases related to certain of its hubs, vending machines, inspection and reconditioning centers, auction locations, storage, parking and corporate offices. The initial terms expire at various dates between 2024 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 unaudited condensed consolidated balance sheets. Refer to Note 6 — Related Party Transactions for further discussion of operating leases with related parties. Finance Leases The Company has finance leases for certain equipment in its transportation fleet. The leases have initial terms of two four Lease Costs and Activity The Company's lease costs and activity during the three and six months ended June 30, 2024 and 2023 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Lease costs: Finance leases: Amortization of finance lease assets $ 25 $ 28 $ 51 $ 56 Interest obligations under finance leases 3 5 7 10 Total finance lease costs $ 28 $ 33 $ 58 $ 66 Operating leases: Fixed lease costs to non-related parties $ 14 $ 17 $ 30 $ 35 Fixed lease costs to related parties 1 1 2 2 Total operating lease costs $ 15 $ 18 $ 32 $ 37 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to non-related parties $ 46 $ 53 Operating lease liabilities to related parties $ 2 $ 2 Interest payments on finance lease liabilities $ 7 $ 10 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 41 $ 64 Maturity Analysis of Lease Liabilities The following table summarizes maturities of lease liabilities as of June 30, 2024: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) Remainder of 2024 $ 46 $ 2 $ 48 $ 50 $ 96 2025 85 4 95 99 184 2026 71 3 94 97 168 2027 34 3 87 90 124 2028 7 3 78 81 88 Thereafter — 2 254 256 256 Total minimum lease payments 243 17 656 673 916 Less: amount representing interest (20) (3) (160) (163) (183) Total lease liabilities $ 223 $ 14 $ 496 $ 510 $ 733 (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 agreements 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 June 30, 2024 and December 31, 2023, 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 June 30, 2024 and 2023 were as follows, excluding short-term operating leases: As of June 30, 2024 2023 Weighted-average remaining lease terms (years) Operating leases 7.5 8.1 Finance leases 3.0 3.8 Weighted-average discount rate Operating leases 7.2 % 7.1 % Finance leases 6.0 % 5.8 % |
Leases | NOTE 15 — LEASES The Company is party to various lease agreements for real estate and transportation equipment. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company also assesses whether each lease is an operating or finance lease at the lease commencement date. Rent expense of operating leases is recognized on a straight-line basis over the lease term and includes scheduled rent increases as well as amortization of tenant improvement allowances. Operating Leases As of June 30, 2024, the Company is a tenant under various operating leases related to certain of its hubs, vending machines, inspection and reconditioning centers, auction locations, storage, parking and corporate offices. The initial terms expire at various dates between 2024 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 unaudited condensed consolidated balance sheets. Refer to Note 6 — Related Party Transactions for further discussion of operating leases with related parties. Finance Leases The Company has finance leases for certain equipment in its transportation fleet. The leases have initial terms of two four Lease Costs and Activity The Company's lease costs and activity during the three and six months ended June 30, 2024 and 2023 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Lease costs: Finance leases: Amortization of finance lease assets $ 25 $ 28 $ 51 $ 56 Interest obligations under finance leases 3 5 7 10 Total finance lease costs $ 28 $ 33 $ 58 $ 66 Operating leases: Fixed lease costs to non-related parties $ 14 $ 17 $ 30 $ 35 Fixed lease costs to related parties 1 1 2 2 Total operating lease costs $ 15 $ 18 $ 32 $ 37 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to non-related parties $ 46 $ 53 Operating lease liabilities to related parties $ 2 $ 2 Interest payments on finance lease liabilities $ 7 $ 10 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 41 $ 64 Maturity Analysis of Lease Liabilities The following table summarizes maturities of lease liabilities as of June 30, 2024: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) Remainder of 2024 $ 46 $ 2 $ 48 $ 50 $ 96 2025 85 4 95 99 184 2026 71 3 94 97 168 2027 34 3 87 90 124 2028 7 3 78 81 88 Thereafter — 2 254 256 256 Total minimum lease payments 243 17 656 673 916 Less: amount representing interest (20) (3) (160) (163) (183) Total lease liabilities $ 223 $ 14 $ 496 $ 510 $ 733 (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 agreements 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 June 30, 2024 and December 31, 2023, 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 June 30, 2024 and 2023 were as follows, excluding short-term operating leases: As of June 30, 2024 2023 Weighted-average remaining lease terms (years) Operating leases 7.5 8.1 Finance leases 3.0 3.8 Weighted-average discount rate Operating leases 7.2 % 7.1 % Finance leases 6.0 % 5.8 % |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 16 — COMMITMENTS AND CONTINGENCIES Accrued Limited Warranty As part of its retail strategy, the Company provides a 100-day or 4,189-mile limited warranty to customers to repair certain broken or defective components of each used vehicle sold. As such, the Company accrues for such repairs based on actual claims incurred to-date and repair reserves based on historical trends. The liability was $18 million and $16 million as of June 30, 2024 and December 31, 2023, respectively, and is included in accounts payable and accrued liabilities in the accompanying unaudited condensed consolidated balance sheets. The expense was $28 million and $21 million for the three months ended June 30, 2024 and 2023, respectively, and $53 million and $44 million for the six months ended June 30, 2024 and 2023, respectively, and is included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Purchase Obligations The Company has purchase obligations for certain customary services related to operating a wholesale auction business of $121 million in aggregate over the next five years, as of June 30, 2024. 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 consumer protection, 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); Dana Jennings, et al. v. Carvana, LLC , United States District Court for the Eastern District of Pennsylvania (Case No. 5:21-cv-05400-EGS); Syretta Harvin et al. v. Carvana, LLC et al. , United States District Court for the Eastern District of Pennsylvania (Case No. 2:23-cv-02068-MRP); In re Carvana Co. Stockholders Litigation , Delaware Chancery Court (Case No. 2023-0600-KSJM); and Michael Cribier v. Carvana, LLC , United States District Court for the Southern District of California (Case No. 3:24-cv-00094-DMS-JLB). Additionally, the Attorney General offices of various states, from time to time, conduct inquiries regarding the Company's inspection, reconditioning, advertising, sale, delivery, titling, registration, and post-sale service of retail vehicles. The Company works closely with government agencies to respond to these requests and fully cooperates with any such inquiries, which if not amicably resolved, could result in state Attorney General offices filing claims against the Company. The Company believes the claims in these legal matters are not material or are without merit and intends to defend the matters vigorously. 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 or government inquiries cannot be predicted with certainty, and regardless of the outcome, litigation and government inquiries 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 | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 17 — FAIR VALUE OF FINANCIAL INSTRUMENTS The Company holds certain assets that are required to be measured at fair value on a recurring basis, and beneficial interests in securitizations for which it elected the fair value option. A description of the fair value hierarchy and the Company's methodologies are included in Note 2 — Summary of Significant Accounting Policies in its most recent Annual Report on Form 10-K. The following tables are a summary of fair value measurements and hierarchy level at June 30, 2024 and December 31, 2023: June 30, 2024 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds $ 555 $ 555 $ — $ — Beneficial interests in securitizations $ 421 $ — $ — $ 421 Purchase price adjustment receivables $ 3 $ — $ — $ 3 Root Warrants $ 58 $ — $ — $ 58 December 31, 2023 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds $ 339 $ 339 $ — $ — Beneficial interests in securitizations $ 366 $ — $ — $ 366 Purchase price adjustment receivables $ 7 $ — $ — $ 7 Root Warrants $ 5 $ — $ — $ 5 Money Market Funds Money market funds consist of highly liquid investments with original maturities of three months or less and are classified in cash and cash equivalents and restricted cash in the accompanying unaudited condensed consolidated balance sheets. Beneficial Interests in Securitizations Beneficial interests in securitizations include rated notes and certificates of the securitization trusts, the same securities as issued to other investors as described in Note 8 — Securitizations and Variable Interest Entities. 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 June 30, 2024 and December 31, 2023, the range of discount rates were 7.2% to 10.0% and 6.2% to 12.0%, respectively, and the weighted average of discount rates were 9.8% and 8.9%, respectively. Significant increases or decreases in the inputs to the models could result in a significantly higher or lower fair value measurement. The Company elected the fair value option on its beneficial interests in securitizations, which allows it to recognize changes in the fair value of these assets in the period the fair value changes. Changes in the fair value of the beneficial interests in securitizations are reflected in other expense (income), net in the accompanying unaudited condensed consolidated statements of operations. For beneficial interests in securitizations measured at fair value on a recurring basis, the Company's transfers between levels of the fair value hierarchy are deemed to have occurred at the beginning of the reporting period on a quarterly basis. There were no transfers out of Level 3 during the three and six months ended June 30, 2024 or 2023. The Company sells certain of its beneficial interests in securitizations that are not required to be retained by the Risk Retention Rules. For the three months ended June 30, 2024, the Company did not sell any beneficial interests in securitizations. For the six months ended June 30, 2024, the Company sold beneficial interests in securitizations for a purchase price totaling $9 million. For both the three and six months ended June 30, 2023, the Company sold beneficial interests in securitizations for a purchase price totaling $8 million. The following table presents additional information about Level 3 beneficial interests in securitizations measured at fair value on a recurring basis for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Opening Balance $ 388 $ 312 $ 366 $ 321 Received in securitization transactions 80 69 142 92 Payments received (52) (42) (92) (75) Change in fair value 5 4 14 5 Sales of beneficial interests — (8) (9) (8) Ending Balance $ 421 $ 335 $ 421 $ 335 Purchase Price Adjustment Receivables The Company's purchase price adjustment receivables are carried at fair value and classified as other assets in the accompanying unaudited condensed 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 losses of less than $1 million and gains of less than $1 million during the three months ended June 30, 2024 and 2023, respectively, and gains of less than $1 million and $2 million during the six months ended June 30, 2024 and 2023, respectively, and are reflected in other expense (income), net in the accompanying unaudited condensed consolidated statements of operations. Root Warrants In October 2021, the Company purchased Series A convertible preferred shares in Root, Inc. ("Root"), an equity security that does not have a readily determinable fair value. The Company elected to measure this investment using a measurement alternative pursuant to the accounting standards and recorded the investment at its cost of $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 June 30, 2024. 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 "Root Warrants"). On September 1, 2022, the integrated auto insurance solution, which embedded into the Company's e-commerce platform, was completed. The first tranche of Root Warrants, consisting of 2.4 million shares of Root's Class A common stock, became exercisable upon completion of the integrated solution, and is considered a derivative instrument. The second tranche of Root Warrants, consisting of 3.2 million shares of Root's Class A common stock, became exercisable on November 14, 2023, and the third tranche, consisting of 1.6 million shares of Root's Class A common stock, became exercisable on May 3, 2024. Both the second and third tranche of the Root Warrants became exercisable upon the achievement of certain insurance sales metrics through the integrated solution, and are considered derivative investments. The other tranches vest based on a combination of the arrival of certain dates and insurance product sales through the integrated solution, and are considered derivative instruments. The Company used a Monte Carlo simulation to estimate the fair value of these Root Warrants, which are classified as Level 3. Under this Monte Carlo simulation, the primary unobservable input utilized in determining the fair value of the Root Warrants was the expected volatility of Root's class A common stock, which was implied from the historical volatility of their stock. As of June 30, 2024 and 2023, the expected volatility utilized in the Monte Carlo simulation was 100% and 85%, respectively. At contract inception, the Company recognized an asset of $30 million for the Root Warrants and deferred revenue, classified in other assets and other liabilities, respectively in the accompanying unaudited condensed consolidated balance sheets. In 2022, the Company determined it was probable that the volume of insurance products required to earn the Root Warrants would be achieved and recorded an additional $75 million of Root Warrants and deferred revenue based on the contract inception date fair value as determined by the Monte Carlo simulation. The Root Warrants and deferred revenue are classified in other assets and other liabilities, respectively, in the accompanying unaudited condensed consolidated balance sheets. The deferred revenue is recognized over the expected contract performance period within other sales and revenues in the accompanying unaudited condensed consolidated statements of operations. The following table presents changes in the Company's Level 3 Root Warrants measured at fair value: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Opening balance $ 80 $ 1 $ 5 $ 2 Unrealized gain (loss) (22) — 53 (1) Ending balance $ 58 $ 1 $ 58 $ 1 In relation to the Root Warrants, the Company recognized decreases in fair value of $22 million and zero during the three months ended June 30, 2024 and 2023, respectively, and an increase in fair value of $53 million and a decrease in fair value of $1 million during the six months ended June 30, 2024 and 2023, respectively, which are included in other expense (income), net in the accompanying unaudited condensed consolidated statements of operations. Interest Rate Cap The Company utilizes non-designated cash flow hedges including interest rate cap agreements to minimize its exposure to interest rate fluctuations on variable rate debt borrowings. Interest rate caps provide that the counterparty will pay the purchaser at the end of each contractual period in which the index interest rate exceeds the contractually agreed upon cap rate. In the first quarter of 2023, the Company entered into one interest rate cap agreement to limit exposure to interest rate risk on variable rate debt associated with finance receivables. The interest rate cap has a cap rate of 5.0% with a notional amount of $364 million, expiring in July 2027. In the second quarter of 2023, the Company entered into a second interest rate cap agreement to limit exposure to interest rate risk on variable rate debt associated with finance receivables. The interest rate cap has a cap rate of 5.0% and a notional amount of $236 million, expiring in April 2027. The fair value of the Company's interest rate caps is impacted by the credit risk of both the Company and its counterparty. The Company has an agreement with its derivative financial instrument counterparty that contains provisions providing that if the Company defaults on the indebtedness associated with its derivative financial instrument, then the Company could also be declared in default on its derivative financial instrument obligation. In addition, the Company minimizes nonperformance risk on its derivative instrument by evaluating the creditworthiness of its counterparty, which is limited to major banks and financial institutions. The Company does not apply hedge accounting to the interest rate caps and records all mark-to-market adjustments directly to other expense (income), net in the accompanying unaudited condensed consolidated statements of operations. The fair value of the interest rate caps is categorized as Level 2 in the fair value hierarchy as they are based on well-recognized financial principles and available market data. For the three and six months ended June 30, 2023, the Company recognized mark-to- market adjustments of $2 million and $1 million of income within other expense (income), net in the accompanying unaudited condensed consolidated statements of operations. The interest rate caps were terminated during the year ended December 31, 2023. Fair Value of Financial Instruments The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities, and accounts payable to related party approximate fair value due to their respective short-term maturities. The carrying value of the short-term revolving facilities were determined to approximate fair value due to their short-term duration and variable interest rates that approximate prevailing interest rates as of each reporting period. The carrying value of notes payable and sale leasebacks were determined to approximate fair value as each of the transactions were entered into at prevailing interest rates during each respective period and they have not materially changed as of or during the periods ended June 30, 2024 and December 31, 2023. The carrying value of the financing of beneficial interests in securitizations was determined to approximate fair value because in the event of a decline in the fair value of the pledged collateral of the financing, the repurchase price of the pledged collateral will be increased by the amount of the decline. The fair value of the Senior Notes, which are not carried at fair value on the accompanying unaudited condensed consolidated balance sheets, was determined using Level 2 inputs based on quoted market prices for the identical liability. The fair value of the Senior Notes as of June 30, 2024 and December 31, 2023 was as follows: June 30, December 31, (in millions) Carrying value, net of unamortized debt issuance costs, unamortized premium, and accrued PIK interest $ 4,595 $ 4,566 Fair value $ 4,827 $ 3,866 The fair value of finance receivables, which are not carried at fair value on the accompanying unaudited condensed consolidated balance sheets, was determined utilizing the estimated sales price based on the historical experience of the Company. Such fair value measurement of the finance receivables, net is considered Level 2 under the fair value hierarchy. The carrying value and fair value of the finance receivables as of June 30, 2024 and December 31, 2023 were as follows: June 30, December 31, (in millions) Carrying value $ 758 $ 807 Fair value $ 821 $ 854 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | NOTE 18 — SUPPLEMENTAL CASH FLOW INFORMATION The following table summarizes supplemental cash flow information for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 2023 (in millions) Supplemental cash flow information: Cash payments for interest $ 62 $ 313 Cash payments for taxes $ 3 $ — Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ — $ 3 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 33 $ — Property and equipment acquired under finance leases $ — $ 36 Equity-based compensation expense capitalized to property and equipment $ 5 $ 5 Fair value of beneficial interests received in securitization transactions $ 142 $ 92 Reductions of beneficial interests in securitizations and associated long-term debt $ 60 $ 53 The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the accompanying unaudited condensed consolidated statements of cash flows for all periods presented: June 30, December 31, June 30, (in millions) Cash and cash equivalents $ 542 $ 530 $ 541 Restricted cash 65 64 136 Total cash, cash equivalents and restricted cash $ 607 $ 594 $ 677 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 19 — SUBSEQUENT EVENTS ATM Program |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 18 | $ (58) | $ 46 | $ (218) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 shares | Jun. 30, 2024 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Ira Platt [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On May 9, 2024, Ira Platt, a member of the Company's board of directors, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a "10b5-1 Plan"). Mr. Platt's 10b5-1 Plan provides for the potential sale of up to 25,180 shares of Class A common stock between the first potential sale date on August 8, 2024 and the expiration of the 10b5-1 Plan on December 31, 2025. | |
Name | Ira Platt | |
Title | a member of the Company's board of directors | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | May 9, 2024 | |
Expiration Date | December 31, 2025 | |
Arrangement Duration | 601 days | |
Aggregate Available | 25,180 | 25,180 |
Gregory Sullivan [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On May 6, 2024, Gregory Sullivan, a member of the Company's board of directors, terminated his previously adopted 10b5-1 Plan. Mr. Sullivan's 10b5-1 Plan was entered into on March 14, 2024, was set to expire on May 31, 2025, and provided for the potential sale of up to 5,000 shares of Class A common stock. | |
Name | Gregory Sullivan | |
Title | a member of the Company's board of directors | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | May 6, 2024 | |
Expiration Date | May 31, 2025 | |
Aggregate Available | 5,000 | 5,000 |
Tom Taira [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On June 24, 2024, Tom Taira, the Company's President of Special Products, terminated his previously adopted 10b5-1 Plan. Mr. Taira's 10b5-1 Plan was entered into on March 15, 2024, was set to expire on December 31, 2025, and provided for the potential sale of up to 133,556 shares of Class A common stock, including shares obtained from the exercise of vested stock options covered by the 10b5-1 Plan | |
Name | Tom Taira | |
Title | President of Special Products | |
Rule 10b5-1 Arrangement Terminated | true | |
Termination Date | June 24, 2024 | |
Expiration Date | December 31, 2025 | |
Aggregate Available | 133,556 | 133,556 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information. Certain information and footnote disclosures normally included in annual financial statements have been condensed or omitted. The Company believes the disclosures made are adequate to prevent the information presented from being misleading. However, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included within the Company's most recent Annual Report on Form 10-K filed on February 22, 2024. |
Use of Estimates | Use of Estimates The preparation of these unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions. Certain accounting estimates involve significant judgments, assumptions and estimates by management that have a material impact on the carrying value of certain assets and liabilities, disclosures of contingent assets and liabilities and the reported amounts of revenues and expenses during the reporting period, which management considers to be critical accounting estimates. The judgments, assumptions and estimates used by management are based on historical experience, management’s experience, and other factors, which are believed to be reasonable under the circumstances. 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. |
Accounting Standards Issued But Not Yet Adopted & Securities and Exchange Commission ("SEC") Final Rules Issued But Not Yet Adopted | Accounting Standards Issued But Not Yet Adopted The Company assessed all Accounting Standards Updates issued but not yet adopted and determined they are not relevant to the Company or are not expected to have a material impact upon adoption. Securities and Exchange Commission ("SEC") Final Rules Issued But Not Yet Adopted |
Net Earnings (Loss) Per Share | Basic and diluted net earnings (loss) per share is computed by dividing the net earnings (loss) attributable to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Diluted net earnings (loss) per share is computed by giving effect to all potentially dilutive shares. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | The following table summarizes property and equipment, net as of June 30, 2024 and December 31, 2023: June 30, December 31, (in millions) Land and site improvements $ 1,332 $ 1,331 Buildings and improvements 1,372 1,344 Transportation fleet 551 570 Software 324 296 Furniture, fixtures, and equipment 144 144 Total property and equipment excluding construction in progress 3,723 3,685 Less: accumulated depreciation and amortization on property and equipment (911) (775) Property and equipment excluding construction in progress, net 2,812 2,910 Construction in progress 55 72 Property and equipment, net $ 2,867 $ 2,982 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The following table summarizes intangible assets, net as of June 30, 2024 and December 31, 2023: June 30, December 31, (in millions) Customer relationships $ 50 $ 50 Developed technology 41 41 Intangible assets, acquired cost 91 91 Less: accumulated amortization (48) (39) Intangible assets, net $ 43 $ 52 |
Schedule of Anticipated Future Annual Amortization Expense | The anticipated annual amortization expense to be recognized in future years as of June 30, 2024 is as follows: Expected Future (in millions) Remainder of 2024 $ 9 2025 14 2026 7 2027 5 2028 3 Thereafter 5 Total $ 43 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | The following table summarizes accounts payable and accrued liabilities as of June 30, 2024 and December 31, 2023: June 30, December 31, (in millions) Accounts payable, including $6 and $7, respectively, due to related parties $ 275 $ 231 Sales taxes and vehicle licenses and fees 95 77 Reserve for returns and cancellations 66 57 Accrued compensation and benefits 60 41 Customer deposits 49 30 Accrued advertising costs 14 4 Accrued interest expense 7 7 Income tax liability — 3 Accrued property and equipment — 1 Other accrued liabilities 176 145 Total accounts payable and accrued liabilities $ 742 $ 596 |
Securitizations and Variable _2
Securitizations and Variable Interest Entities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Variable Interest Entities Total Exposure and Amortized Cost and Fair Value of Securities Available for Sale | The following table summarizes the carrying value and total exposure to losses of its assets related to unconsolidated VIEs with which the Company has continuing involvement, but is not the primary beneficiary at June 30, 2024 and December 31, 2023. 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. June 30, 2024 December 31, 2023 Carrying Value Total Exposure Carrying Value Total Exposure (in millions) Rated notes $ 331 $ 331 $ 287 $ 287 Certificates and other assets 90 90 79 79 Total unconsolidated VIEs $ 421 $ 421 $ 366 $ 366 June 30, 2024 December 31, 2023 Amortized Cost Fair Value Amortized Cost Fair Value (in millions) Rated notes $ 335 $ 331 $ 294 $ 287 Certificates and other assets 81 90 71 79 Total securities available for sale $ 416 $ 421 $ 365 $ 366 |
Debt Instruments (Tables)
Debt Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Instrument | Debt instruments, excluding finance leases, which are discussed in Note 15 — Leases, as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, December 31, (in millions) Asset-based financing: Floor plan facility $ 72 $ 113 Finance receivable facilities — 555 Financing of beneficial interests in securitizations 334 293 Real estate financing 485 485 Total asset-based financing 891 1,446 Senior Secured Notes (1) 4,405 4,378 Senior Unsecured Notes 205 205 Total debt 5,501 6,029 Less: current portion (198) (777) Less: unamortized debt issuance costs (2) (53) (60) Plus: unamortized premium (3) 32 37 Total included in long-term debt, net $ 5,282 $ 5,229 (1) Includes $210 million and $185 million of accrued PIK interest as of June 30, 2024 and December 31, 2023, respectively. Accrued PIK interest increases the principal amount of Senior Secured Notes on each semi-annual interest payment date. (2) The unamortized debt issuance costs related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying unaudited condensed consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other assets on the accompanying unaudited condensed consolidated balance sheets and not included here. (3) The unamortized premium relates to a portion of the notes exchange offers completed in September 2023 which were accounted for as a debt modification. The Company has issued various tranches of Senior Secured Notes (collectively, the "Senior Secured Notes") as further described below: Senior Secured Notes June 30, December 31, Year 1 PIK Interest Rate Year 2 Cash/PIK Toggle Interest Rate Thereafter Cash Interest Rate (in millions, except percentages) Notes due December 1, 2028 (the "2028 Senior Secured Notes") $ 784 $ 981 12% 9%/12% 9% Notes due June 1, 2030 (the "2030 Senior Secured Notes") 1,559 1,471 13% 11%/13% 9% Notes due June 1, 2031 (the "2031 Senior Secured Notes") 1,852 1,741 14% --/14% 9% Accrued PIK interest 210 185 Total principal amount $ 4,405 $ 4,378 Less: unamortized debt issuance costs (46) (53) Plus: unamortized premium 32 37 Total Senior Secured debt $ 4,391 $ 4,362 Senior Unsecured Notes June 30, December 31, Interest Rate (in millions, except percentages) Notes due October 1, 2025 ("2025 Senior Unsecured Notes") $ 98 98 5.625 % Notes due April 15, 2027 ("2027 Senior Unsecured Notes") 32 32 5.500 % Notes due October 1, 2028 ("2028 Senior Unsecured Notes") 22 22 5.875 % Notes due September 1, 2029 ("2029 Senior Unsecured Notes") 26 26 4.875 % Notes due May 1, 2030 ("2030 Senior Unsecured Notes") 27 27 10.250 % Total principal amount 205 205 Less: unamortized debt issuance costs (1) (1) Total Senior Unsecured debt $ 204 $ 204 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule Of Sale Of Stock | The following table summarizes the activity pursuant to the ATM Program for the three and six months ended June 30, 2024. There was no activity under the ATM Program during the three months ended March 31, 2024. Three and Six Months Ended June 30, 2024 (in millions, except share and per share amounts) Shares of Class A common stock issued 3,047,468 Weighted-average issuance price per share $ 114.85 Gross proceeds (1) $ 350 (1) Net proceeds were $347 million after deducting $3 million of commissions and other offering expenses incurred. |
Schedule of Conversions of Stock | The exchanges affected pursuant to the Exchange Agreement during the three and six months ended June 30, 2024 and 2023 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) LLC Units exchanged by certain LLC Unitholders 0.1 — 0.1 0.0 Shares of Class B common stock retired — — — — Newly issued Class A common stock 0.1 — 0.1 0.0 LLC Units received by Carvana Co. 0.1 — 0.1 0.0 |
Non-Controlling Interest (Table
Non-Controlling Interest (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Noncontrolling Interest [Abstract] | |
Schedule of Effects of Changes in Ownership in Carvana Group on Equity | Six Months Ended June 30, 2024 2023 (in millions) Transfers (to) from non-controlling interests: Decrease as a result of issuances of Class A and B common stock $ (155) $ — (Decrease) increase as a result of exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises $ (10) $ 1 Total transfers (to) from non-controlling interests $ (165) $ 1 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Equity-Based Compensation Expense | A summary of equity-based compensation recognized during the three and six months ended June 30, 2024 and 2023 is as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Restricted Stock Units and Awards $ 22 $ 19 $ 41 $ 32 Stock Options 5 4 10 8 Total equity-based compensation 27 23 51 40 Equity-based compensation capitalized to property and equipment (3) (3) (5) (5) Equity-based compensation capitalized to inventory (1) (1) (1) (1) Equity-based compensation, net of capitalized amounts $ 23 $ 19 $ 45 $ 34 |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of the Calculation of Basic and Diluted Net Earnings (Loss) Per Share | The following table presents the calculation of basic and diluted net earnings (loss) per share during the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions, except number of shares, which are reflected in thousands, and per share amounts) Numerator: Net income (loss) $ 48 $ (105) $ 97 $ (391) Net income (loss) attributable to non-controlling interests 30 (47) 51 (173) Net income (loss) attributable to Carvana Co. Class A common stockholders - basic and diluted $ 18 $ (58) $ 46 $ (218) Denominator: Weighted-average shares of Class A common stock outstanding 118,931 106,247 117,617 106,154 Nonvested weighted-average restricted stock awards (1) (25) (3) (37) Weighted-average shares of Class A common stock outstanding - basic 118,930 106,222 117,614 106,117 Dilutive effect of Class A common shares: Stock Options (1) 2,913 — 2,664 — Restricted Stock Units and Awards (1) 6,622 — 6,478 — Weighted-average shares of Class A common stock outstanding - diluted 128,465 106,222 126,756 106,117 Net earnings (loss) per share of Class A common stock - basic $ 0.15 $ (0.55) $ 0.39 $ (2.05) Net earnings (loss) per share of Class A common stock - diluted $ 0.14 $ (0.55) $ 0.36 $ (2.05) (1) Calculated using the treasury stock method, if dilutive |
Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Net Earnings (Loss) Per Share | The following table presents potentially dilutive securities, as of the end of the period, excluded from the computations of diluted net earnings (loss) per share of Class A common stock for the three and six months ended June 30, 2024 and 2023, respectively: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands) Options (1) 371 4,029 697 4,029 Restricted Stock Units and Awards (1) 34 9,953 109 9,953 Class A Units (2) 85,677 82,963 85,680 82,963 Class B Units (2) 1,815 988 1,812 856 (1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive. (2) Represents the weighted-average as-converted LLC units that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Lease Cost and Activity | The Company's lease costs and activity during the three and six months ended June 30, 2024 and 2023 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Lease costs: Finance leases: Amortization of finance lease assets $ 25 $ 28 $ 51 $ 56 Interest obligations under finance leases 3 5 7 10 Total finance lease costs $ 28 $ 33 $ 58 $ 66 Operating leases: Fixed lease costs to non-related parties $ 14 $ 17 $ 30 $ 35 Fixed lease costs to related parties 1 1 2 2 Total operating lease costs $ 15 $ 18 $ 32 $ 37 Cash payments related to lease liabilities included in operating cash flows: Operating lease liabilities to non-related parties $ 46 $ 53 Operating lease liabilities to related parties $ 2 $ 2 Interest payments on finance lease liabilities $ 7 $ 10 Cash payments related to lease liabilities included in financing cash flows: Principal payments on finance lease liabilities $ 41 $ 64 |
Schedule of Finance Lease, Maturity | The following table summarizes maturities of lease liabilities as of June 30, 2024: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) Remainder of 2024 $ 46 $ 2 $ 48 $ 50 $ 96 2025 85 4 95 99 184 2026 71 3 94 97 168 2027 34 3 87 90 124 2028 7 3 78 81 88 Thereafter — 2 254 256 256 Total minimum lease payments 243 17 656 673 916 Less: amount representing interest (20) (3) (160) (163) (183) Total lease liabilities $ 223 $ 14 $ 496 $ 510 $ 733 (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 agreements for locations where the Company shares space with DriveTime, as those are variable lease payments contingent upon the Company's utilization of the leased assets. |
Schedule of Operating Lease, Maturity | The following table summarizes maturities of lease liabilities as of June 30, 2024: Operating Leases (1) Finance Leases Related Party (2) Non-Related Party Total Operating Total (in millions) Remainder of 2024 $ 46 $ 2 $ 48 $ 50 $ 96 2025 85 4 95 99 184 2026 71 3 94 97 168 2027 34 3 87 90 124 2028 7 3 78 81 88 Thereafter — 2 254 256 256 Total minimum lease payments 243 17 656 673 916 Less: amount representing interest (20) (3) (160) (163) (183) Total lease liabilities $ 223 $ 14 $ 496 $ 510 $ 733 (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 agreements for locations where the Company shares space with DriveTime, as those are variable lease payments contingent upon the Company's utilization of the leased assets. |
Schedule of Weighted-Average Remaining Lease Terms and Discount Rates | The weighted-average remaining lease terms and discount rates as of June 30, 2024 and 2023 were as follows, excluding short-term operating leases: As of June 30, 2024 2023 Weighted-average remaining lease terms (years) Operating leases 7.5 8.1 Finance leases 3.0 3.8 Weighted-average discount rate Operating leases 7.2 % 7.1 % Finance leases 6.0 % 5.8 % |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Carrying Value and Fair Value of Finance Receivables | The following tables are a summary of fair value measurements and hierarchy level at June 30, 2024 and December 31, 2023: June 30, 2024 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds $ 555 $ 555 $ — $ — Beneficial interests in securitizations $ 421 $ — $ — $ 421 Purchase price adjustment receivables $ 3 $ — $ — $ 3 Root Warrants $ 58 $ — $ — $ 58 December 31, 2023 Carrying Value Level 1 Level 2 Level 3 (in millions) Assets: Money market funds $ 339 $ 339 $ — $ — Beneficial interests in securitizations $ 366 $ — $ — $ 366 Purchase price adjustment receivables $ 7 $ — $ — $ 7 Root Warrants $ 5 $ — $ — $ 5 June 30, December 31, (in millions) Carrying value $ 758 $ 807 Fair value $ 821 $ 854 |
Scheduled of Additional Information of Beneficial Interests in Securitizations | The following table presents additional information about Level 3 beneficial interests in securitizations measured at fair value on a recurring basis for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Opening Balance $ 388 $ 312 $ 366 $ 321 Received in securitization transactions 80 69 142 92 Payments received (52) (42) (92) (75) Change in fair value 5 4 14 5 Sales of beneficial interests — (8) (9) (8) Ending Balance $ 421 $ 335 $ 421 $ 335 |
Schedule of Changes in Warrants | The following table presents changes in the Company's Level 3 Root Warrants measured at fair value: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in millions) Opening balance $ 80 $ 1 $ 5 $ 2 Unrealized gain (loss) (22) — 53 (1) Ending balance $ 58 $ 1 $ 58 $ 1 |
Schedule of Fair Value Senior Notes | The fair value of the Senior Notes as of June 30, 2024 and December 31, 2023 was as follows: June 30, December 31, (in millions) Carrying value, net of unamortized debt issuance costs, unamortized premium, and accrued PIK interest $ 4,595 $ 4,566 Fair value $ 4,827 $ 3,866 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following table summarizes supplemental cash flow information for the six months ended June 30, 2024 and 2023: Six Months Ended June 30, 2024 2023 (in millions) Supplemental cash flow information: Cash payments for interest $ 62 $ 313 Cash payments for taxes $ 3 $ — Non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued liabilities $ — $ 3 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 33 $ — Property and equipment acquired under finance leases $ — $ 36 Equity-based compensation expense capitalized to property and equipment $ 5 $ 5 Fair value of beneficial interests received in securitization transactions $ 142 $ 92 Reductions of beneficial interests in securitizations and associated long-term debt $ 60 $ 53 |
Schedule of Reconciliation of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the accompanying unaudited condensed consolidated statements of cash flows for all periods presented: June 30, December 31, June 30, (in millions) Cash and cash equivalents $ 542 $ 530 $ 541 Restricted cash 65 64 136 Total cash, cash equivalents and restricted cash $ 607 $ 594 $ 677 |
Business Organization (Details)
Business Organization (Details) | 6 Months Ended |
Jun. 30, 2024 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. | 58% |
Ownership percentage by LLC Unitholders | 42% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2024 USD ($) | |
At The Market Offering "ATM Offering" | |
Debt Instrument [Line Items] | |
Sale of stock, net proceeds received | $ 347 |
2028 Senior Secured Notes | Senior Notes | |
Debt Instrument [Line Items] | |
Repurchased and retired debt | $ 250 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation and amortization on property and equipment | $ (911) | $ (775) |
Property and equipment, net | 2,867 | 2,982 |
Land and site improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,332 | 1,331 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,372 | 1,344 |
Transportation fleet | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 551 | 570 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 324 | 296 |
Furniture, fixtures, and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 144 | 144 |
Excluding construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,723 | 3,685 |
Property and equipment, net | 2,812 | 2,910 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 55 | $ 72 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 158 | $ 183 | ||
Property, Plant and Equipment | Cost of sales | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 35 | $ 44 | 74 | 88 |
Property, Plant and Equipment | Selling, general and administrative | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 36 | $ 42 | $ 75 | $ 86 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Intangible assets: | ||
Intangible assets, acquired cost | $ 91 | $ 91 |
Less: accumulated amortization | (48) | (39) |
Total | 43 | 52 |
Customer relationships | ||
Intangible assets: | ||
Intangible assets, acquired cost | 50 | 50 |
Developed technology | ||
Intangible assets: | ||
Intangible assets, acquired cost | $ 41 | $ 41 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 5 | $ 4 | $ 9 | $ 9 |
Useful Life | 4 years 6 months |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization Expense (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2024 | $ 9 | |
2025 | 14 | |
2026 | 7 | |
2027 | 5 | |
2028 | 3 | |
Thereafter | 5 | |
Total | $ 43 | $ 52 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Payables And Accruals [Line Items] | ||
Accounts payable, including $6 and $7, respectively, due to related parties | $ 275 | $ 231 |
Sales taxes and vehicle licenses and fees | 95 | 77 |
Reserve for returns and cancellations | 66 | 57 |
Accrued compensation and benefits | 60 | 41 |
Customer deposits | 49 | 30 |
Accrued interest expense | 7 | 7 |
Accrued advertising costs | 14 | 4 |
Income tax liability | 0 | 3 |
Accrued property and equipment | 0 | 1 |
Other accrued liabilities | 176 | 145 |
Total accounts payable and accrued liabilities | 742 | 596 |
Related Party | ||
Payables And Accruals [Line Items] | ||
Accounts payable, including $6 and $7, respectively, due to related parties | 6 | 7 |
Total accounts payable and accrued liabilities | $ 6 | $ 7 |
Related Party Transactions - Le
Related Party Transactions - Lease Agreements (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2017 renewal_option | Nov. 30, 2014 center renewal_option | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) renewal_option | Jun. 30, 2023 USD ($) | |
Related Party Transaction [Line Items] | ||||||
Number of inspection and reconditioning centers leased | center | 2 | |||||
Total operating lease costs | $ | $ 15 | $ 18 | $ 32 | $ 37 | ||
Building | ||||||
Related Party Transaction [Line Items] | ||||||
Operating lease, number of renewal options | 1 | |||||
DriveTime Automotive Group, Inc. | Blue Mound, Texas & Delanco, New Jersey | Building | Lease Agreement for Fully-Operational Inspection and Reconditioning Center | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Operating lease, number of renewal options | 2 | |||||
Operating leases, renewal term | 5 years | |||||
DriveTime Automotive Group, Inc. | Winder, Georgia | Building | Lease Agreement for Fully-Operational Inspection and Reconditioning Center | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Operating lease, number of renewal options | 2 | |||||
Operating leases, renewal term | 5 years | |||||
Verde Investments, Inc. and DriveTime Automotive Group Inc. | Related Party Lease Agreements | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Total operating lease costs | $ | $ 1 | $ 1 | $ 2 | $ 2 |
Related Party Transactions - Of
Related Party Transactions - Office Leases (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2019 renewal_option | Sep. 30, 2016 renewal_option | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
DriveTime Automotive Group, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expense (less than) | $ | $ 1 | $ 1 | $ 1 | |||
DriveTime Automotive Group, Inc. | Corporate Headquarters, Office Lease and Subleased Office Space, First Floor | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Operating lease term | 83 months | |||||
Operating lease, number of renewal options | renewal_option | 3 | |||||
Operating leases, renewal term | 5 years | |||||
Verde Investments, Inc. | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expense (less than) | $ | $ 1 | $ 1 | $ 1 | $ 1 | ||
Verde Investments, Inc. | Office Building Lease | Related Party | Tempe, Arizona | ||||||
Related Party Transaction [Line Items] | ||||||
Operating lease term | 10 years | |||||
Operating lease, number of renewal options | renewal_option | 2 | |||||
Operating leases, renewal term | 5 years |
Related Party Transactions - Wh
Related Party Transactions - Wholesale Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Net sales and operating revenues, from related parties | $ 3,410 | $ 2,968 | $ 6,471 | $ 5,574 |
Wholesale sales and revenues | ||||
Related Party Transaction [Line Items] | ||||
Net sales and operating revenues, from related parties | 720 | 777 | 1,377 | 1,395 |
Wholesale sales and revenues | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Net sales and operating revenues, from related parties | 7 | 5 | 14 | 10 |
DriveTime Automotive Group, Inc. | Wholesale sales and revenues | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Net sales and operating revenues, from related parties | $ 7 | $ 5 | $ 14 | $ 10 |
Related Party Transactions - Re
Related Party Transactions - Retail Vehicle Acquisitions and Reconditioning (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Vehicle inventory | $ 1,221 | $ 1,150 |
DriveTime Automotive Group, Inc. | Used Vehicles | Related Party | ||
Related Party Transaction [Line Items] | ||
Vehicle inventory | $ 0 | $ 1 |
Related Party Transactions - Ma
Related Party Transactions - Master Dealer Agreement (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Net sales and operating revenues, from related parties | $ 3,410 | $ 2,968 | $ 6,471 | $ 5,574 |
DriveTime Automotive Group, Inc. | Master Dealer Agreement | Related Party | ||||
Related Party Transaction [Line Items] | ||||
Net sales and operating revenues, from related parties | 45 | 33 | 86 | 68 |
General and administrative expense | $ 4 | $ 5 | $ 8 | $ 9 |
Related Party Transactions - Pr
Related Party Transactions - Profit Sharing Agreement (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Related Party Transaction [Line Items] | ||||
Net sales and operating revenues, from related parties (less than for the three and six months ended 6/30/23) | $ 3,410 | $ 2,968 | $ 6,471 | $ 5,574 |
Other sales and revenues | ||||
Related Party Transaction [Line Items] | ||||
Net sales and operating revenues, from related parties (less than for the three and six months ended 6/30/23) | 279 | 230 | 508 | 391 |
DriveTime Automotive Group, Inc. | Other sales and revenues | ||||
Related Party Transaction [Line Items] | ||||
Net sales and operating revenues, from related parties (less than for the three and six months ended 6/30/23) | $ 2 | $ 1 | $ 3 | $ 1 |
Related Party Transactions - Se
Related Party Transactions - Servicing and Administrative Fees (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
DriveTime Automotive Group, Inc. | Servicing and Administrative Fees | Related Party | ||||
Related Party Transaction [Line Items] | ||||
General and administrative expense | $ 3 | $ 4 | $ 5 | $ 8 |
Related Party Transactions - Ai
Related Party Transactions - Aircraft Time Sharing Agreement (Details) - Related Party - Aircraft Time Sharing Agreement - Air Transportation Equipment $ in Millions | 3 Months Ended | 6 Months Ended | |||
Oct. 22, 2015 aircraft | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
DriveTime Automotive Group, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Contractual agreement term | 12 months | ||||
Contractual agreement, perpetual automatic renewal | 12 months | ||||
Number of allowable days prior to contract termination with written notice | 30 days | ||||
Verde Investments, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Reimbursement expense (less than) | $ | $ 1 | $ 1 | $ 1 | $ 1 | |
Verde Investments, Inc. | DriveTime Automotive Group, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Number of aircrafts | aircraft | 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 | 3 Months Ended | 6 Months Ended | ||
Feb. 28, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
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 | $ 1 |
Related Party Transactions - Ac
Related Party Transactions - Accounts Payable Due to Related Party (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Accounts payable and accrued liabilities, including $6 and $7, respectively, due to related parties | $ 742 | $ 596 |
Tax receivable agreement, liability | 33 | 14 |
Tax receivable agreement liability, current | 14 | |
Tax receivable agreement, liability, noncurrent | 19 | 14 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Accounts payable and accrued liabilities, including $6 and $7, respectively, due to related parties | 6 | 7 |
Tax receivable agreement, liability | $ 26 | $ 11 |
Related Party Transactions - Co
Related Party Transactions - Contributions of Class A Common Shares From Ernest Garcia III (Details) - Contribution Agreement - Related Party - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 05, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Mar. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restricted Stock Units | ||||||
Related Party Transaction [Line Items] | ||||||
Contribution of Class A common stock from related party, fee charged | $ 0 | |||||
Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Service-based vesting period | 2 years | |||||
Chief Executive Officer | Restricted Stock Units | ||||||
Related Party Transaction [Line Items] | ||||||
Shares granted during period, per employee (in shares) | 23 | |||||
Issuance of stock (in shares) | 435,035 | |||||
Shares vested during period (in shares) | 0 | 15,778 | 1,104 | 31,625 | ||
Chief Executive Officer | Class A Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Stock contribution commitment, shares per employee (in shares) | 23 |
Finance Receivable Sale Agree_2
Finance Receivable Sale Agreements (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 31, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) agreementType | Jun. 30, 2023 USD ($) | Jan. 11, 2024 USD ($) | |
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||
Number of agreement types | agreementType | 2 | |||||
Consumer Loan | MPSA | ||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||
Transfer of financial assets accounted for as sales, new total eligible amount to be sold | $ 4,000,000,000 | |||||
Principal balances of finance receivables sold | $ 400,000,000 | $ 500,000,000 | $ 1,000,000,000 | $ 1,400,000,000 | $ 1,700,000,000 | |
Receivable purchase agreement, remaining unused capacity | 2,600,000,000 | 2,600,000,000 | ||||
Consumer Loan | Master Purchase Sale Agreement, 2017 Master Transfer Agreement and Other Partners | ||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||
Gain on loan sales | 173,000,000 | 150,000,000 | 317,000,000 | 214,000,000 | ||
Securitization Transaction | ||||||
Securitization or Asset-backed Financing Arrangement, Financial Asset for which Transfer is Accounted as Sale [Line Items] | ||||||
Principal balances of finance receivables sold | $ 1,200,000,000 | $ 900,000,000 | $ 2,000,000,000 | $ 1,300,000,000 |
Securitizations and Variable _3
Securitizations and Variable Interest Entities - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Variable Interest Entity [Line Items] | ||
Beneficial interests in securitizations | $ 421 | $ 366 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Beneficial interests in securitizations | $ 421 | $ 366 |
Securitizations and Variable _4
Securitizations and Variable Interest Entities - Schedule of Expected Losses (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Variable Interest Entity [Line Items] | ||
Carrying Value | $ 421 | $ 366 |
Total Exposure | 421 | 366 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 421 | 366 |
Rated notes | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 331 | 287 |
Total Exposure | 331 | 287 |
Certificates and other assets | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Carrying Value | 90 | 79 |
Total Exposure | $ 90 | $ 79 |
Securitizations and Variable _5
Securitizations and Variable Interest Entities - Schedule of Cost and Fair Value of Securities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Variable Interest Entity [Line Items] | ||
Amortized Cost | $ 416 | $ 365 |
Fair Value | 421 | 366 |
Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Fair Value | 421 | 366 |
Rated notes | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Amortized Cost | 335 | 294 |
Fair Value | 331 | 287 |
Certificates and other assets | Variable Interest Entity, Not Primary Beneficiary | ||
Variable Interest Entity [Line Items] | ||
Amortized Cost | 81 | 71 |
Fair Value | $ 90 | $ 79 |
Debt Instruments - Schedule of
Debt Instruments - Schedule of Debt Instruments, Excluding Finance Leases (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Total debt | $ 5,501 | $ 6,029 |
Total asset-based financing | 891 | 1,446 |
Less: current portion | (198) | (777) |
Less: unamortized debt issuance costs | (53) | (60) |
Plus: unamortized premium | 32 | 37 |
Total included in long-term debt, net | 5,282 | 5,229 |
Accrued payment-in-kind interest | 210 | 185 |
Financing of beneficial interests in securitizations | ||
Debt Instrument [Line Items] | ||
Total debt | 334 | 293 |
Real estate financing | ||
Debt Instrument [Line Items] | ||
Total debt | 485 | 485 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs | (46) | (53) |
Floor plan facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 72 | 113 |
Finance receivable facilities | Line of Credit | ||
Debt Instrument [Line Items] | ||
Total debt | 0 | 555 |
Senior Secured Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 4,405 | 4,378 |
Senior Unsecured Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 205 | $ 205 |
Debt Instruments - Floor Plan F
Debt Instruments - Floor Plan Facility (Details) - USD ($) | Nov. 01, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Line of Credit Facility [Line Items] | ||||
Line of credit, outstanding | $ 72,000,000 | $ 668,000,000 | ||
Held in restricted cash | 65,000,000 | 64,000,000 | $ 136,000,000 | |
Line of Credit | Under 50% Current Inventory | ||||
Line of Credit Facility [Line Items] | ||||
Deposit required under floor plan facility, percentage of principal balance | 12.50% | |||
Line of Credit | Between 50-59.99% Current Inventory | ||||
Line of Credit Facility [Line Items] | ||||
Deposit required under floor plan facility, percentage of principal balance | 17.50% | |||
Line of Credit | Between 60-60.99% Current Inventory | ||||
Line of Credit Facility [Line Items] | ||||
Deposit required under floor plan facility, percentage of principal balance | 22.50% | |||
Line of Credit | Over 70% Current Inventory | ||||
Line of Credit Facility [Line Items] | ||||
Deposit required under floor plan facility, percentage of principal balance | 25% | |||
Floor plan facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity (up to) | $ 1,500,000,000 | |||
Outstanding balance, days held in inventory threshold | 120 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% | |||
Line of credit, outstanding | 72,000,000 | 113,000,000 | ||
Line of credit facility, remaining borrowing capacity | 1,400,000,000 | 1,400,000,000 | ||
Held in restricted cash | $ 9,000,000 | $ 14,000,000 | ||
Interest rate | 6.81% | 7.86% | ||
Floor plan facility | Line of Credit | Under 50% Current Inventory | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.10% | |||
Debt instrument, amount drawn, percent of inventory balance | 50% | |||
Floor plan facility | Line of Credit | Over 50% Current Inventory | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.50% | |||
Debt instrument, amount drawn, percent of inventory balance | 50% | |||
Floor plan facility | Line of Credit | Between 50-59.99% Current Inventory | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, amount drawn, percent of inventory balance | 50% | |||
Floor plan facility | Line of Credit | Between 50-59.99% Current Inventory | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, amount drawn, percent of inventory balance | 59.99% | |||
Floor plan facility | Line of Credit | Between 60-60.99% Current Inventory | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, amount drawn, percent of inventory balance | 60% | |||
Floor plan facility | Line of Credit | Between 60-60.99% Current Inventory | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, amount drawn, percent of inventory balance | 69.99% | |||
Floor plan facility | Line of Credit | Over 70% Current Inventory | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, amount drawn, percent of inventory balance | 70% |
Debt Instruments - Finance Rece
Debt Instruments - Finance Receivables Facility (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | May 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | Feb. 29, 2020 |
Line of Credit Facility [Line Items] | |||||||||
Short-term revolving facilities | $ 72,000,000 | $ 668,000,000 | |||||||
Restricted cash | 65,000,000 | 64,000,000 | $ 136,000,000 | ||||||
Revolving Credit Facility | SPVANA I Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity (up to) | 500,000,000 | ||||||||
Revolving Credit Facility | SPVANA II Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 600,000,000 | $ 500,000,000 | |||||||
Revolving Credit Facility | SPVANA III Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 600,000,000 | $ 600,000,000 | $ 500,000,000 | ||||||
Revolving Credit Facility | SPVANA V Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 500,000,000 | ||||||||
Revolving Credit Facility | SPVANA VI Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility, maximum borrowing capacity (up to) | $ 500,000,000 | ||||||||
Revolving Credit Facility | All SPVANA Credit Facilities | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Short-term revolving facilities | 0 | 555,000,000 | |||||||
Line of credit facility, remaining borrowing capacity | $ 2,700,000,000 | $ 2,100,000,000 | |||||||
Interest rate | 7.45% | 6.60% | |||||||
Revolving Credit Facility | Finance receivable facilities | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Restricted cash | $ 16,000,000 | $ 8,000,000 |
Debt Instruments - Senior Secur
Debt Instruments - Senior Secured Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs | $ (53,000) | $ (60,000) |
Plus: unamortized premium | 32,000 | 37,000 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Payment-in-kind interest expense | 210,000 | 185,000 |
Less: unamortized debt issuance costs | (46,000) | (53,000) |
Outstanding principal, net of debt issuance costs | 4,391,000 | 4,362,000 |
Notes due December 1, 2028 (the "2028 Senior Secured Notes") | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 784,000 | 981,000 |
Year 1 PIK Interest Rate | 12% | |
Debt instrument, interest rate, cash rate year two | 9% | |
Thereafter Cash Interest Rate | 9% | |
Notes due June 1, 2030 (the "2030 Senior Secured Notes") | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 1,559,000 | 1,471,000 |
Year 1 PIK Interest Rate | 13% | |
Debt instrument, interest rate, cash rate year two | 11% | |
Thereafter Cash Interest Rate | 9% | |
Notes due June 1, 2031 (the "2031 Senior Secured Notes") | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 1,852,000 | 1,741,000 |
Year 1 PIK Interest Rate | 14% | |
Debt instrument, interest rate, cash rate year two | 0% | |
Thereafter Cash Interest Rate | 9% | |
Senior Secured Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 4,405,000 | $ 4,378,000 |
Debt Instruments - Long -Term D
Debt Instruments - Long -Term Debt (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Feb. 15, 2024 | Sep. 01, 2023 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | ||||||
Payment-in-kind interest expense | $ 285 | $ 0 | ||||
Plus: unamortized premium | $ 32 | 32 | $ 37 | |||
Assets | 7,170 | 7,170 | 7,071 | |||
Long-term debt, current portion | 198 | 198 | 777 | |||
Variable Interest Entity, Not Primary Beneficiary | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding principal, net of debt issuance costs | 331 | 331 | 290 | |||
Long-term debt, current portion | 125 | 125 | 108 | |||
Variable Interest Entity, Not Primary Beneficiary | Asset Pledged as Collateral | ||||||
Line of Credit Facility [Line Items] | ||||||
Assets | 334 | 334 | 293 | |||
Leased Properties and Construction Improvements | ||||||
Line of Credit Facility [Line Items] | ||||||
Sale leaseback liability, net, included in long-term debt | 482 | $ 482 | 482 | |||
Minimum | Leased Properties and Construction Improvements | ||||||
Line of Credit Facility [Line Items] | ||||||
Sale leaseback transaction, expiration period | 20 years | |||||
Maximum | Leased Properties and Construction Improvements | ||||||
Line of Credit Facility [Line Items] | ||||||
Sale leaseback transaction, expiration period | 25 years | |||||
Sale leaseback transaction, renewal period (up to) | 25 years | |||||
Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding principal, net of debt issuance costs | 4,391 | $ 4,391 | 4,362 | |||
Notes due December 1, 2028 (the "2028 Senior Secured Notes") | Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Payment-in-kind interest expense | $ 53 | |||||
Notes due June 1, 2030 (the "2030 Senior Secured Notes") | Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Payment-in-kind interest expense | 88 | |||||
Notes due June 1, 2031 (the "2031 Senior Secured Notes") | Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Payment-in-kind interest expense | $ 111 | |||||
Senior Secured Notes | Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Percent of principal amount outstanding | 100% | |||||
Debt instrument, redemption price, percentage of principal amount redeemed | 35% | |||||
Debt instrument, redemption price, percentage | 109% | |||||
Percent of principal amount outstanding, change control events | 101% | |||||
2028 Senior Secured Notes | Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Payment-in-kind interest expense | 7 | |||||
Debt instrument, repurchase amount | 259 | 259 | ||||
Repurchased and retired debt | 250 | 250 | ||||
Gain (loss) on debt extinguishment | (2) | |||||
Transaction fees and write offs | 1 | 1 | ||||
Senior Unsecured Notes | Senior Notes | ||||||
Line of Credit Facility [Line Items] | ||||||
Outstanding principal, net of debt issuance costs | $ 204 | $ 204 | $ 204 | |||
Senior Unsecured Notes | Senior Notes | Debt Instrument, Redemption, Period One | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 35% | |||||
Debt instrument, redemption price, percentage | 100% | |||||
Notes due May 1, 2030 ("2030 Senior Unsecured Notes") | Senior Notes | Debt Instrument, Redemption, Period One | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 10% | |||||
Debt instrument, redemption price, percentage | 105.125% |
Debt Instruments - Senior Unsec
Debt Instruments - Senior Unsecured Notes (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs | $ (53) | $ (60) |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Less: unamortized debt issuance costs | (46) | (53) |
Total Senior Unsecured debt | 4,391 | 4,362 |
Notes due October 1, 2025 ("2025 Senior Unsecured Notes") | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 98 | 98 |
Interest Rate | 5.625% | |
Notes due April 15, 2027 ("2027 Senior Unsecured Notes") | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 32 | 32 |
Interest Rate | 5.50% | |
Notes due October 1, 2028 ("2028 Senior Unsecured Notes") | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 22 | 22 |
Interest Rate | 5.875% | |
Notes due September 1, 2029 ("2029 Senior Unsecured Notes") | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 26 | 26 |
Interest Rate | 4.875% | |
Notes due May 1, 2030 ("2030 Senior Unsecured Notes") | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 27 | 27 |
Interest Rate | 10.25% | |
Senior Unsecured Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 205 | 205 |
Less: unamortized debt issuance costs | (1) | (1) |
Total Senior Unsecured debt | $ 204 | $ 204 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Organizational Transactions (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 03, 2017 vote $ / shares shares | May 02, 2017 | Mar. 31, 2015 | Jun. 30, 2024 class $ / shares shares | Dec. 31, 2020 | Dec. 31, 2023 $ / 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 | |||
Number of classes of common ownership interests | class | 2 | |||||
Conversion ratio | 1.25 | |||||
Common unit, multiplier used for conversion ratio | 1.25 | |||||
Class A Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Conversion ratio | 0.8 | |||||
Class B Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Conversion ratio | 0.8 | |||||
Carvana Group | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Number of classes of common ownership interests | class | 2 | |||||
Carvana Group | Class A Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Common units, issued (in shares) | 258,000,000 | 250,000,000 | ||||
Common units, outstanding (in shares) | 258,000,000 | 250,000,000 | ||||
Carvana Group | Class B Units | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Common units, issued (in shares) | 2,000,000 | 2,000,000 | ||||
Common units, outstanding (in shares) | 2,000,000 | 2,000,000 | ||||
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 Common Stock | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Number of votes | vote | 1 | |||||
Required ratio between shares issued and shares owned of subsidiary | 0.8 | |||||
Required ratio between shares outstanding and shares owned of subsidiary | 0.8 | |||||
Conversion ratio | 0.8 | |||||
Class A Common Stock | Exchange Agreement | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Conversion ratio | 0.8 | |||||
Class B Common Stock | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | 125,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Number of votes | vote | 1 | |||||
Conversion ratio | 0.8 | |||||
Class B Common Stock | Garcia Parties | ||||||
Limited Partners' Capital Account [Line Items] | ||||||
Number of votes | vote | 10 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - At-the-Market Equity Offering Program (Details) - Class A Common Stock - At The Market Offering "ATM Offering" $ in Billions | Jul. 19, 2023 USD ($) shares |
Class of Stock [Line Items] | |
Sale of stock, consideration to be received on transaction | $ | $ 1 |
Sale of stock, number of shares to be issued (in shares) | shares | 35,000,000 |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Schedule Of Sale Of Stock (Details) - At The Market Offering "ATM Offering" $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | |
Schedule of Stock by Class [Line Items] | ||
Sale of stock, net proceeds received | $ 347 | |
Class A Common Stock | ||
Schedule of Stock by Class [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | shares | 3,047,468 | 3,047,468 |
Sale of stock, price per share (in dollars per share) | $ / shares | $ 114.85 | $ 114.85 |
Sale of stock, consideration received on transaction, gross | $ 350 | $ 350 |
Sale of stock, net proceeds received | 347 | 347 |
Costs related to issuance of equity included in accrued liabilities | $ 3 | $ 3 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Exchange Agreement (Details) - Exchange Agreement - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Limited Partners' Capital Account [Line Items] | ||||
LLC Units exchanged by certain LLC Unitholders (in shares) | 0 | |||
LLC Units received by Carvana Co. (in shares) | 0.1 | 0 | 0.1 | 0.1 |
Class B Common Stock | ||||
Limited Partners' Capital Account [Line Items] | ||||
Shares of Class B common stock retired (in shares) | 0 | 0 | 0 | 0 |
Class A Common Stock | ||||
Limited Partners' Capital Account [Line Items] | ||||
Newly issued Class A common stock (in shares) | 0.1 | 0 | 0.1 | 0 |
Class A Units | ||||
Limited Partners' Capital Account [Line Items] | ||||
LLC Units exchanged by certain LLC Unitholders (in shares) | 0.1 | |||
LLC Units received by Carvana Co. (in shares) | 0.1 | 0 |
Stockholders' Equity (Deficit_6
Stockholders' Equity (Deficit) - Class A Non-Convertible Preferred Units (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Oct. 02, 2018 | Jun. 30, 2024 | Jun. 30, 2024 | |
Senior Notes | |||
Limited Partners' Capital Account [Line Items] | |||
Repayment or retirement of debt, equity cancellation and retirement criteria | $ 1,000 | ||
Class A Non-Convertible Preferred Units | |||
Limited Partners' Capital Account [Line Items] | |||
Subsidiary, number of shares owned (in shares) | 4,400,000 | ||
Repayment or retirement of debt, equity cancellation and retirement criteria (in shares) | 250,000 | ||
Carvana Group | Class A Non-Convertible Preferred Units | |||
Limited Partners' Capital Account [Line Items] | |||
Repayment of debt, number of shares canceled and retired (in shares) | 1 |
Non-Controlling Interests - Nar
Non-Controlling Interests - Narrative (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Noncontrolling Interest [Line Items] | ||
Conversion ratio | 1.25 | |
(Decrease) increase as a result of exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises | $ (10) | $ 1 |
Carvana Group | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage by Carvana Co. | 58% | |
Ownership percentage by LLC Unitholders | 42% | |
Non-controlling Interests | Equity Offering | ||
Noncontrolling Interest [Line Items] | ||
Adjustment to non-controlling interests related to equity offerings | $ 155 |
Non-Controlling Interests - Sch
Non-Controlling Interests - Schedule of Effects of Changes in Ownership in Carvana Group on Equity (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Noncontrolling Interest [Abstract] | ||
Decrease as a result of issuances of Class A and B common stock | $ (155) | $ 0 |
(Decrease) increase as a result of exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises | (10) | 1 |
Total transfers (to) from non-controlling interests | $ (165) | $ 1 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Equity-Based Compensation Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation | $ 27 | $ 23 | $ 51 | $ 40 |
Equity-based compensation, net of capitalized amounts | 23 | 19 | 45 | 34 |
Property and Equipment | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation capitalized | (3) | (3) | (5) | (5) |
Inventories | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity-based compensation capitalized | (1) | (1) | (1) | (1) |
Restricted Stock Units and Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation | 22 | 19 | 41 | 32 |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total equity-based compensation | $ 5 | $ 4 | $ 10 | $ 8 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
May 31, 2021 | Mar. 31, 2015 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized compensation expense | $ 235,000 | $ 235,000 | |||||
Unrecognized compensation expense, period for recognition | 2 years 10 months 24 days | ||||||
Equity-based compensation, net of capitalized amounts | 23,000 | $ 19,000 | $ 45,000 | $ 34,000 | |||
Property, Plant and Equipment | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense capitalized | 3,000 | 3,000 | |||||
Inventories | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Equity-based compensation expense capitalized | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||
Class B Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of units granted in the period (in shares) | 0 | 0 | 0 | 0 | |||
Class A Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of units granted in the period (in dollars per share) | $ 18.58 | ||||||
Minimum | Class B Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Participation threshold (in dollars per share) | $ 0 | ||||||
Service-based vesting period | 4 years | ||||||
Minimum | Class A Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Service-based vesting period | 2 years | ||||||
Maximum | Class B Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Participation threshold (in dollars per share) | $ 12 | ||||||
Service-based vesting period | 5 years | ||||||
Maximum | Class A Units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Service-based vesting period | 4 years | ||||||
2017 Omnibus Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Automatic annual increase lesser of, percent of common stock | 2% | 2% | |||||
2017 Omnibus Incentive Plan | Class A Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for grant (in shares) | 17,000,000 | 17,000,000 | |||||
Employee Stock Purchase Plan | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares available for grant (in shares) | 372,228 | 372,228 | |||||
Equity-based compensation, net of capitalized amounts | $ 1,000 | $ 1,000 | $ 1,000 | $ 1,000 | |||
Employee Stock Purchase Plan | Class A Common Stock | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
ESPP, purchase period | 6 months | ||||||
ESPP purchase price of common stock, percent of fair market value | 90% | ||||||
Maximum number of awards authorized for grant (in shares) | 500,000 | ||||||
ESPP, number of shares issued (in shares) | 6,136 | 20,127 | |||||
Employee Stock Purchase Plan | Class A Common Stock | Employee Stock | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
ESPP, contribution amount | $ 10 | ||||||
Employee Stock Purchase Plan | Class A Common Stock | Employee Stock | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
ESPP, contribution amount | $ 25 |
Net Earnings (Loss) Per Share -
Net Earnings (Loss) Per Share - Schedule of Calculation of Basic and Diluted Net Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||||
Net income (loss) | $ 48 | $ 49 | $ (105) | $ (286) | $ 97 | $ (391) |
Net income (loss) attributable to non-controlling interests | 30 | (47) | 51 | (173) | ||
Net income (loss) attributable to Carvana Co. Class A common stockholders - basic | 18 | (58) | 46 | (218) | ||
Net income (loss) attributable to Carvana Co. Class A common stockholders - diluted | $ 18 | $ (58) | $ 46 | $ (218) | ||
Class A Common Stock | ||||||
Denominator: | ||||||
Weighted-average shares of Class A common stock outstanding (in shares) | 118,931 | 106,247 | 117,617 | 106,154 | ||
Weighted-average shares of Class A common stock outstanding, basic (in shares) | 118,930 | 106,222 | 117,614 | 106,117 | ||
Weighted-average shares of Class A common stock outstanding, diluted (in shares) | 128,465 | 106,222 | 126,756 | 106,117 | ||
Net earnings (loss) per share of Class A common stock, basic (in dollars per share) | $ 0.15 | $ (0.55) | $ 0.39 | $ (2.05) | ||
Net earnings (loss) per share of Class A common stock, diluted (in dollars per share) | $ 0.14 | $ (0.55) | $ 0.36 | $ (2.05) | ||
Class A Common Stock | Stock Options | ||||||
Denominator: | ||||||
Dilutive potential Class A common shares (in shares) | 2,913 | 0 | 2,664 | 0 | ||
Class A Common Stock | Restricted Stock Units and Awards | ||||||
Denominator: | ||||||
Dilutive potential Class A common shares (in shares) | 6,622 | 0 | 6,478 | 0 | ||
Class A Common Stock | Restricted Stock | ||||||
Denominator: | ||||||
Nonvested weighted-average restricted stock awards (in shares) | (1) | (25) | (3) | (37) |
Net Earnings (Loss) Per Share_2
Net Earnings (Loss) Per Share - Schedule of Potentially Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 371 | 4,029 | 697 | 4,029 |
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) | 34 | 9,953 | 109 | 9,953 |
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) | 85,677 | 82,963 | 85,680 | 82,963 |
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) | 1,815 | 988 | 1,812 | 856 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 USD ($) shares | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2024 USD ($) shares | Jun. 30, 2023 USD ($) shares | Dec. 31, 2023 USD ($) | |
Income Tax Contingency [Line Items] | ||||||
Uncertain tax positions | $ 0 | $ 0 | $ 0 | |||
Related reserves | $ 0 | $ 0 | 0 | |||
Effective income tax rate, expense (benefit) | 1.10% | (0.40%) | 0% | (0.60%) | ||
Amount of cash savings as a result of tax attributes created from sales/exchanges, percent | 0.85 | 0.85 | ||||
Remaining tax benefits, percent | 0.15 | 0.15 | ||||
Tax receivable agreement, liability | $ 33,000,000 | $ 33,000,000 | 14,000,000 | |||
Tax receivable agreement liability, current | 14,000,000 | 14,000,000 | ||||
Tax receivable agreement, liability, noncurrent | 19,000,000 | 19,000,000 | 14,000,000 | |||
Tax receivable agreement, unrecorded liability | 1,700,000,000 | 1,700,000,000 | ||||
Related Party | ||||||
Income Tax Contingency [Line Items] | ||||||
Tax receivable agreement, liability | 26,000,000 | 26,000,000 | $ 11,000,000 | |||
Carvana Group | ||||||
Income Tax Contingency [Line Items] | ||||||
Deferred tax assets basis difference in acquired units (less than for the 6 months ended 6/30/2023) | 25,000,000 | $ 1,000,000 | ||||
Carvana Group | Additional Paid-in Capital | ||||||
Income Tax Contingency [Line Items] | ||||||
Deferred tax assets basis difference in acquired units (less than for the 6 months ended 6/30/2023) | $ 25,000,000 | $ 1,000,000 | $ 0 | $ 26,000,000 | $ 1,000,000 | |
Class A Common Stock | ||||||
Income Tax Contingency [Line Items] | ||||||
Treasury stock, acquired (in shares) | shares | 3,800,000 | |||||
Class A Common Stock | At The Market Offering "ATM Offering" | ||||||
Income Tax Contingency [Line Items] | ||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 3,047,468 | 3,047,468 | ||||
Sale of stock, consideration received on transaction, gross | $ 350,000,000 | $ 350,000,000 | ||||
Exchange Agreement | ||||||
Income Tax Contingency [Line Items] | ||||||
LLC units received (less than for the six months ended 6/30/2023) (in shares) | shares | 100,000 | 0 | 100,000 | 100,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) renewal_option | Jun. 30, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Lease income | $ | $ 1 | $ 1 | $ 3 | $ 2 |
Finance lease, extension term | 4 years | |||
Building | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, number of renewal options | renewal_option | 1 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance lease, term of contract | 2 years | 2 years | ||
Minimum | Building | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, renewal term | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Finance lease, term of contract | 5 years | 5 years | ||
Maximum | Building | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, renewal term | 20 years | 20 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost and Activity (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finance leases: | ||||
Amortization of finance lease assets | $ 25 | $ 28 | $ 51 | $ 56 |
Interest obligations under finance leases | 3 | 5 | 7 | 10 |
Total finance lease costs | 28 | 33 | 58 | 66 |
Operating leases: | ||||
Total operating lease costs | 15 | 18 | 32 | 37 |
Cash payments related to lease liabilities included in operating cash flows: | ||||
Interest payments on finance lease liabilities | 7 | 10 | ||
Cash payments related to lease liabilities included in financing cash flows: | ||||
Principal payments on finance lease liabilities | 41 | 64 | ||
Nonrelated Party | ||||
Operating leases: | ||||
Fixed lease costs | 14 | 17 | 30 | 35 |
Cash payments related to lease liabilities included in operating cash flows: | ||||
Operating lease liabilities | 46 | 53 | ||
Related Party | ||||
Operating leases: | ||||
Fixed lease costs | 1 | 1 | 2 | 2 |
Cash payments related to lease liabilities included in operating cash flows: | ||||
Operating lease liabilities | $ 2 | $ 2 |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Maturities (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Finance Leases | |
Remainder of 2024 | $ 46 |
2025 | 85 |
2026 | 71 |
2027 | 34 |
2028 | 7 |
Thereafter | 0 |
Total minimum lease payments | 243 |
Less: amount representing interest | (20) |
Total lease liabilities | 223 |
Operating Leases | |
Remainder of 2024 | 50 |
2025 | 99 |
2026 | 97 |
2027 | 90 |
2028 | 81 |
Thereafter | 256 |
Total minimum lease payments | 673 |
Less: amount representing interest | (163) |
Total lease liabilities | 510 |
Total | |
Remainder of 2024 | 96 |
2025 | 184 |
2026 | 168 |
2027 | 124 |
2028 | 88 |
Thereafter | 256 |
Total minimum lease payments | 916 |
Less: amount representing interest | (183) |
Total lease liabilities | $ 733 |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Notes Payable, Current And Long-Term Debt, Excluding Current Maturities [Member] |
Related Party | |
Operating Leases | |
Remainder of 2024 | $ 2 |
2025 | 4 |
2026 | 3 |
2027 | 3 |
2028 | 3 |
Thereafter | 2 |
Total minimum lease payments | 17 |
Less: amount representing interest | (3) |
Total lease liabilities | 14 |
Nonrelated Party | |
Operating Leases | |
Remainder of 2024 | 48 |
2025 | 95 |
2026 | 94 |
2027 | 87 |
2028 | 78 |
Thereafter | 254 |
Total minimum lease payments | 656 |
Less: amount representing interest | (160) |
Total lease liabilities | $ 496 |
Leases - Schedule of Lease Term
Leases - Schedule of Lease Terms and Discount Rates (Details) | Jun. 30, 2024 | Jun. 30, 2023 |
Weighted-average remaining lease terms (years) | ||
Operating leases | 7 years 6 months | 8 years 1 month 6 days |
Finance leases | 3 years | 3 years 9 months 18 days |
Weighted-average discount rate | ||
Operating leases | 7.20% | 7.10% |
Finance leases | 6% | 5.80% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) mi | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Limited warranty, period | 100 days | ||||
Limited warranty, miles | mi | 4,189 | ||||
Accrued limited warranty | $ 18 | $ 18 | $ 16 | ||
Product warranty expense | 28 | $ 21 | 53 | $ 44 | |
Purchase obligation for services | $ 121 | $ 121 | |||
Purchase obligation, term | 5 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 | Jun. 30, 2024 | Dec. 31, 2023 |
Money market funds | ||
Assets: | ||
Money market funds | $ 555 | $ 339 |
Beneficial interests in securitizations | ||
Assets: | ||
Beneficial interests in securitizations | 421 | 366 |
Purchase price adjustment receivables | ||
Assets: | ||
Money market funds | 3 | 7 |
Root Warrants | ||
Assets: | ||
Beneficial interests in securitizations | 58 | 5 |
Level 1 | Money market funds | ||
Assets: | ||
Money market funds | 555 | 339 |
Level 1 | Beneficial interests in securitizations | ||
Assets: | ||
Beneficial interests in securitizations | 0 | 0 |
Level 1 | Purchase price adjustment receivables | ||
Assets: | ||
Money market funds | 0 | 0 |
Level 1 | Root Warrants | ||
Assets: | ||
Beneficial interests in securitizations | 0 | 0 |
Level 2 | Money market funds | ||
Assets: | ||
Money market funds | 0 | 0 |
Level 2 | Beneficial interests in securitizations | ||
Assets: | ||
Beneficial interests in securitizations | 0 | 0 |
Level 2 | Purchase price adjustment receivables | ||
Assets: | ||
Money market funds | 0 | 0 |
Level 2 | Root Warrants | ||
Assets: | ||
Beneficial interests in securitizations | 0 | 0 |
Level 3 | Money market funds | ||
Assets: | ||
Money market funds | 0 | 0 |
Level 3 | Beneficial interests in securitizations | ||
Assets: | ||
Beneficial interests in securitizations | 421 | 366 |
Level 3 | Purchase price adjustment receivables | ||
Assets: | ||
Money market funds | 3 | 7 |
Level 3 | Root Warrants | ||
Assets: | ||
Beneficial interests in securitizations | $ 58 | $ 5 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | May 03, 2024 shares | Dec. 31, 2023 | Nov. 14, 2023 shares | Mar. 31, 2023 USD ($) derivativeInstrument | Sep. 01, 2022 shares | Oct. 31, 2021 USD ($) tranche | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Warrant or right, exercisable (in shares) | shares | 1,600,000 | 3,200,000 | 2,400,000 | ||||||||
Derivative, cap interest rate | 5% | 5% | 5% | ||||||||
Interest Rate Cap | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Derivative, number of instruments held | derivativeInstrument | 1 | ||||||||||
Derivative, gain (loss) on derivative, net (less than) | $ 2,000,000 | $ 1,000,000 | |||||||||
Root, Inc. | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Equity securities, not readily determinable fair value | $ 126,000,000 | ||||||||||
Root, Inc. | Root Warrants | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Equity securities, number of tranches | tranche | 8 | ||||||||||
Measurement Input, Price Volatility | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Warrants and rights outstanding, measurement input | 1 | 0.85 | 1 | 0.85 | |||||||
Fair Value, Measurements, Recurring | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Purchase price adjustment receivable gain (loss) (less than) | $ (1,000,000) | $ 1,000,000 | $ 1,000,000 | $ 2,000,000 | |||||||
Level 3 | Root, Inc. | Root Warrants | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Equity securities, fair value | $ 30,000,000 | ||||||||||
Deferred revenue | $ 30,000,000 | ||||||||||
Asset issuances | $ 75,000,000 | ||||||||||
Total increase (decrease) in fair value | (22,000,000) | 0 | 53,000,000 | (1,000,000) | |||||||
Level 2 | Interest Rate Cap | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Derivative, notional amount | 236,000,000 | 236,000,000 | $ 364,000,000 | ||||||||
Variable Interest Entity, Not Primary Beneficiary | Level 3 | Fair Value, Measurements, Recurring | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Proceeds from sale of beneficial interests | $ 0 | $ 8,000,000 | $ 9,000,000 | $ 8,000,000 | |||||||
Variable Interest Entity, Not Primary Beneficiary | Level 3 | Fair Value, Measurements, Recurring | Measurement Input, Weighted Average Discount Rate | Valuation Technique, Discounted Cash Flow | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Measurement input, discount rate | 0.098 | 0.098 | 0.089 | ||||||||
Minimum | Variable Interest Entity, Not Primary Beneficiary | Level 3 | Fair Value, Measurements, Recurring | 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 | 0.072 | 0.072 | 0.062 | ||||||||
Maximum | Variable Interest Entity, Not Primary Beneficiary | Level 3 | Fair Value, Measurements, Recurring | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | |||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||
Measurement input, discount rate | 0.10 | 0.10 | 0.12 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Reconciliation Level Three, Beneficial Interests in Securitizations (Details) - Variable Interest Entity, Not Primary Beneficiary - Level 3 - Fair Value, Measurements, Recurring - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Opening Balance | $ 388 | $ 312 | $ 366 | $ 321 |
Received in securitization transactions | 80 | 69 | 142 | 92 |
Payments received | (52) | (42) | (92) | (75) |
Change in fair value | 5 | 4 | 14 | 5 |
Sales of beneficial interests | 0 | (8) | (9) | (8) |
Ending Balance | $ 421 | $ 335 | $ 421 | $ 335 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Changes in Warrants (Details) - Root, Inc. - Level 3 - Root Warrants - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Opening Balance | $ 80 | $ 1 | $ 5 | $ 2 |
Unrealized gain (loss) | (22) | 0 | 53 | (1) |
Ending Balance | $ 58 | $ 1 | $ 58 | $ 1 |
Fair Value of Financial Instr_7
Fair Value of Financial Instruments - Carrying Value and Fair Value, Senior Notes (Details) - Level 2 - Senior Unsecured Notes Effective September 2018 - Senior Notes - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Carrying value, net of unamortized debt issuance costs, unamortized premium, and accrued PIK interest | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 4,595 | $ 4,566 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Senior Notes | $ 4,827 | $ 3,866 |
Fair Value of Financial Instr_8
Fair Value of Financial Instruments - Carrying Value and Fair Value, Finance Receivables (Details) - Level 2 - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Carrying value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finance receivables | $ 758 | $ 807 |
Fair value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Finance receivables | $ 821 | $ 854 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Supplemental cash flow information: | ||
Cash payments for interest | $ 62 | $ 313 |
Cash payments for taxes | 3 | 0 |
Non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued liabilities | 0 | 3 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 33 | 0 |
Property and equipment acquired under finance leases | 0 | 36 |
Equity-based compensation expense capitalized to property and equipment | 5 | 5 |
Fair value of beneficial interests received in securitization transactions | 142 | 92 |
Reductions of beneficial interests in securitizations and associated long-term debt | $ 60 | $ 53 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash and cash equivalents | $ 542 | $ 530 | $ 541 | |
Restricted cash | 65 | 64 | 136 | |
Total cash, cash equivalents and restricted cash | $ 607 | $ 594 | $ 677 | $ 628 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Billions | Jul. 31, 2024 USD ($) |
At-the-Market Offering Program | Subsequent Event | |
Subsequent Event [Line Items] | |
Sale of stock, consideration to be received on transaction | $ 1 |