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Equity-Based Compensation
12 Months Ended
Dec. 31, 2018
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 years ended December 31, 2019, 2018, and 2017 is as follows (in thousands):
For the Years Ended December 31,
201920182017
Class B Units$2,361  $2,474  $1,771  
Restricted Stock Units and Awards excluding those granted in relation to the 100k Milestone Gift13,057  6,897  2,662  
Restricted Stock Units granted in relation to the 100k Milestone Gift12,694  12,120  —  
Options5,377  2,357  1,178  
Class A Units2,184  1,897  —  
Total equity-based compensation35,673  25,745  5,611  
Equity-based compensation capitalized to property and equipment(2,610) (1,650) —  
Equity-based compensation capitalized to inventory(4,505) (3,776) —  
Equity-based compensation, net of capitalized amounts$28,558  $20,319  $5,611  

During the years ended December 31, 2019, 2018, and 2017 the Company capitalized approximately $2.6 million, $1.7 million, and $0.0 million, respectively, of equity-based compensation to property and equipment related to software development and real estate projects and approximately $4.5 million, $3.8 million, and $0.0 million, respectively, to inventory related to reconditioning and inbound transportation of vehicles. Prior to 2018, amounts capitalized to property and equipment and inventory were immaterial. All other equity-based compensation is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations.
As of December 31, 2019, unrecognized equity-based compensation related to outstanding awards and the related weighted-average period over which it is expected to be recognized subsequent to December 31, 2019 is presented in the table below. Total unrecognized equity-based compensation will be adjusted for actual forfeitures.

Unrecognized Equity-Based Compensation Related to Outstanding Awards (in thousands)Remaining Weighted-Average Amortization Period (in years)
Class B Units$2,253  1.9
Restricted Stock Units and Awards36,136  3.0
Options13,819  2.8
Class A Units3,217  2.1
Total unrecognized equity-based compensation$55,425  

2017 Omnibus Incentive Plan

In connection with the IPO, the Company adopted the 2017 Omnibus Incentive Plan (the "2017 Incentive Plan"). Under the 2017 Incentive Plan 14.0 million shares of Class A common stock are available for issuance, which the Company may grant as stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs") and other stock-based awards to employees, directors, officers, and consultants. The majority of the Company's equity awards, other than those granted in relation to Mr. Garcia's 100k Milestone Gift, vest over two- to five-year periods based on continued employment with the Company. As of December 31, 2019, approximately 10.8 million shares remain available for future equity-based award grants under this plan.

Restricted Stock Awards and Restricted Stock Units

Restricted stock awards ("RSAs") entitle recipients to vote and to receive all dividends declared with respect to such shares, payable upon vesting. RSAs vest over a period of two to five years, subject to the recipient's continued employment or service. The Company did not grant any RSAs during the year ended December 31, 2019. During the years ended December 31, 2018 and 2017, the Company issued certain employees and consultants an aggregate of approximately 0.1 million and 0.6 million RSAs, respectively, pursuant to the terms of the 2017 Incentive Plan with a weighted-average grant-date fair value of $45.05 and $16.97, respectively. The Company determined the grant-date fair value of the RSAs granted during the years ended December 31, 2018 and 2017 based on the closing price of the Company's Class A common stock on the grant date.

Restricted stock units ("RSUs") do not entitle recipients to vote or receive dividends. RSUs generally vest over a period of one to five years, subject to the recipient's continued employment. During the years ended December 31, 2019, 2018, and 2017, the Company issued certain employees an aggregate of approximately 0.7 million, 0.7 million, and 22,000 RSUs, respectively, pursuant to the terms of the 2017 Incentive Plan with a weighted-average grant-date fair value of $60.91, $46.41, and $20.64, respectively. The Company determined the grant-date fair value of the RSUs granted during the years ended December 31, 2019, 2018, and 2017 based on the closing price of the Company's Class A common stock on the grant date. RSUs are settled in shares of Class A common stock on a one-to-one basis within thirty days of vesting. As discussed in Note 10 — Stockholders' Equity, included in these RSUs, in connection with the 100k Milestone Gift, during both the years ended December 31, 2019 and 2018 the Company granted approximately 0.2 million RSUs with a vesting period of one week or less following receipt of Class A common stock from its Chief Executive Officer, Ernest Garcia III. The Company recognized approximately $12.7 million and $12.1 million during the years ended December 31, 2019 and 2018, respectively, of equity-based compensation, a portion of which related to the production of the Company's used vehicle inventory and was therefore capitalized to inventory.
RSA and RSU activity during the years ended December 31, 2019, 2018, and 2017 was as follows:
Number of RSAs/RSUs (in thousands)Weighted-Average Grant-Date Fair Value
Outstanding at January 1, 2017—  n/a  
Granted584  $17.11  
Settled(135) $15.91  
Forfeited(29) $15.06  
Outstanding at December 31, 2017(1)
420  $17.63  
Granted791  $46.19  
Settled(391) $42.35  
Forfeited(56) $21.64  
Outstanding at December 31, 2018(1)
764  $34.25  
Granted672  $60.91  
Settled(461) $45.05  
Forfeited(47) $37.15  
Outstanding at December 31, 2019(1)
928  $48.04  
(1) All outstanding RSAs and RSUs at December 31, 2019, 2018, and 2017 are nonvested.

Non-Qualified Stock Options

Non-qualified stock options allow recipients to purchase shares of Class A common stock at a fixed exercise price. The fixed exercise price is equal to the price of a share of Class A common stock at the time of grant. The options typically vest 20% or 25% on the anniversary of the grant date and in equal monthly installments thereafter for a total vesting period of four or five years and expire ten years after the grant date.
Stock option activity during the years ended December 31, 2019, 2018, and 2017 was as follows (shares and intrinsic value in thousands):
Number of OptionsWeighted-Average Exercise PriceWeighted-Average Remaining Contractual Life (in years)Aggregate Intrinsic Value
Outstanding at January 1, 2017—  
Options granted784  $15.58  n/a  
Options exercised(3) $15.00  $14  
Options forfeited or expired(26) $15.00  n/a  
Outstanding at December 31, 2017755  $15.60  9.5$3,000  
Options granted294  $44.81  
Options exercised(60) $13.26  $1,224  
Options forfeited or expired(58) $16.15  
Outstanding at December 31, 2018931  $24.95  8.9$11,306  
Options granted364  $37.70  
Options exercised(104) $16.28  $5,388  
Options forfeited or expired(44) $17.53  
Outstanding at December 31, 20191,147  $30.07  8.3$71,101  
Vested and exercisable as of December 31, 2019338  $24.64  7.8$22,784  
Expected to vest as of December 31, 2019809  $32.33  8.5$48,317  

The Company determined the grant-date fair value of the options granted during the years ended December 31, 2019, 2018, and 2017 using the Black-Scholes valuation model with the following weighted-average assumptions:

Years Ended December 31,
201920182017
Expected volatility(1)
66.7 %65.5 %63.0 %
Expected dividend yield— %— %— %
Expected term (in years)(2)
6.116.006.27
Risk-free interest rate2.5 %3.0 %2.0 %
Weighted-average grant-date fair value per option$23.87$26.93$9.18
(1) Measured using the Company's historical data and selected high-growth guideline companies and considering the risk factors that would influence the range of expected volatility because the Company does not have sufficient historical data to provide a reasonable basis upon which to estimate the expected volatility for the entirety of the term.
(2) Expected term represents the estimated period of time until an option is exercised and was determined using the simplified method because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term.

Class A Units

During the year ended December 31, 2018, the Company granted certain employees approximately 0.4 million Class A Units with service-based vesting over two- to four-year periods and a grant-date fair value of $18.58 per Class A Unit. The grantees entered into the 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 conversion ratio adjustments for stock splits, stock dividends, reclassifications, and similar transactions and subject to vesting.

A summary of the Class A Unit activity for the years ended December 31, 2019 and 2018 is as follows:

Class A Units
Number of Class A Units (in thousands)Weighted-Average Grant Date Fair Value
Outstanding at January 1, 2018—  n/a  
Granted393  $18.58  
Exchanged—  n/a  
Forfeited—  n/a  
Outstanding at December 31, 2018393  
Granted—  n/a  
Exchanged(172) $18.58  
Forfeited—  n/a  
Outstanding at December 31, 2019221  
Vested as of December 31, 201918  $18.58  
Expected to vest as of December 31, 2019203  $18.58  

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 vesting conditions. In connection with the completion of the IPO, Carvana Group discontinued the grant of new awards under the LLC Equity Incentive Plan, however the LLC Equity Incentive Plan will continue in connection with administration of existing awards that remain outstanding. The awards granted under the LLC Equity Incentive Plan are earned over the requisite service period, which is typically four to five years, and must meet the participation threshold requirements to participate in any distributions. As of December 31, 2019, outstanding Class B Units had participation thresholds between $0.00 to $12.00. Vested Class B Units participate in any distributions of Carvana Group in excess of those required for the Class A Units subject to the participation threshold. As discussed in Note 10 — Stockholders' Equity, participants may receive shares of Carvana Co. Class A common stock in exchange for Class B Units on a four-to-five conversion ratio, or cash at the option of Carvana Co., subject to conversion ratio adjustments for stock splits, stock dividends, reclassifications, and similar transactions and subject to vesting and the respective participation threshold for Class B Units. Class B Units do not expire.
A summary of the Class B Unit activity for the year ended December 31, 2019, 2018, and 2017 is as follows:

Class B Units
Number of Class B Units (in thousands)Weighted-Average Participation Threshold per Class B Unit
Outstanding at January 1, 20176,740  $1.91  
Granted767  $12.00  
Exchanged(51) $1.81  
Forfeited(35) $3.48  
Outstanding at December 31, 20177,421  $2.95  
Granted—  n/a  
Exchanged(901) $0.96  
Forfeited(127) $10.49  
Outstanding at December 31, 20186,393  $3.08  
Granted—  n/a  
Exchanged(1,202) $1.17  
Forfeited(23) $5.23  
Outstanding at December 31, 20195,168  $3.51  
Vested as of December 31, 20194,416  $2.87  
Expected to vest as of December 31, 2019752  $7.28  

The Company used a third party valuation specialist to assist management in its estimation of the grant-date fair value of the Class B Units on the respective grant dates during 2017. There were no Class B Units granted in 2018 or 2019. As the participation threshold provides a threshold similar to that of an exercise price for a stock option, the Company used option pricing valuation models with the following weighted-average assumptions:

For the Year Ended December 31, 2017
Expected volatility(1)
63.0 %
Expected dividend yield— %
Expected term (in years)(2)
6.3
Risk-free interest rate1.9 %
Weighted-average grant date fair value per Class B Unit$7.04
(1) Measured using selected high-growth guideline companies and considering the risk factors that would influence the range of expected volatility because the Company does not have sufficient historical data to provide a reasonable basis upon which to estimate the expected volatility.
(2) In 2017, the expected term represents the estimated period of time until an award is exchanged and was determined using the simplified method because the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term.

Company Performance Plan

The Company created the Performance Plan on July 25, 2016, whereby the Company was authorized to grant up to 1.0 million performance units (the "Performance Units") to certain employees and consultants. The Performance Units granted were subject to continued employment and were only exercisable upon a qualifying transaction, which included an initial public
offering, as defined in the Performance Plan. The IPO completed on May 3, 2017 constituted a qualifying transaction under the terms of the Performance Plan. The Company chose to settle the outstanding Performance Units in equity awards of Carvana Co. and recognized compensation expense related to the vested portion of these equity awards upon completion of the IPO