SEC Comment Letter 0000000000-23-009797 to CARVANA CO. (CVNA) (CIK 0001690820) (CVNA)
CARVANA CO. (CVNA) (CIK 0001690820)
Date: Sept. 5, 2023 · CIK: 0001690820 · Accession: 0000000000-23-009797
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo September 5, 2023 Ernest Garcia, III Chief Executive Officer Carvana Co. 300 E. Rio Salado Parkway Tempe, Arizona 85281 Re:Carvana Co. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 23, 2023 Form 8-K Filed July 19, 2023 File No. 1-38073 Dear Ernest Garcia: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 Note 10. Debt Instruments Long-Term Debt, page 104 1.We note your indentures contain restrictive covenants that limit your ability to pay dividends and make other distributions. Please tell us your consideration of the disclosures in Rule 4-08(e)(3)(ii) of Regulation S-X and providing the condensed financial information pursuant to Rules 5-04 and 12-04 of Regulation S-X. Form 8-K Filed July 19, 2023 Exhibit 99.2, page 1 2.Your headline states that you have delivered the best quarter in company history for adjusted EBITDA and total gross profit per unit. Please revise future filings to present an
FirstName LastNameErnest Garcia, III Comapany NameCarvana Co. September 5, 2023 Page 2 FirstName LastName Ernest Garcia, III Carvana Co. September 5, 2023 Page 2 equally prominent descriptive characterization of the comparable GAAP measure, net income. Refer to the guidance in Question 102.10 of the Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Tony Watson at (202) 551-3318 or Joel Parker at (202) 551-3651 if you have questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
September 5, 2023
Ernest Garcia, III
Chief Executive Officer
Carvana Co.
300 E. Rio Salado Parkway
Tempe, Arizona 85281
Re:Carvana Co.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 23, 2023
Form 8-K Filed July 19, 2023
File No. 1-38073
Dear Ernest Garcia:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Note 10. Debt Instruments
Long-Term Debt, page 104
1.We note your indentures contain restrictive covenants that limit your ability to pay
dividends and make other distributions. Please tell us your consideration of the
disclosures in Rule 4-08(e)(3)(ii) of Regulation S-X and providing the condensed financial
information pursuant to Rules 5-04 and 12-04 of Regulation S-X.
Form 8-K Filed July 19, 2023
Exhibit 99.2, page 1
2.Your headline states that you have delivered the best quarter in company history for
adjusted EBITDA and total gross profit per unit. Please revise future filings to present an
FirstName LastNameErnest Garcia, III
Comapany NameCarvana Co.
September 5, 2023 Page 2
FirstName LastName
Ernest Garcia, III
Carvana Co.
September 5, 2023
Page 2
equally prominent descriptive characterization of the comparable GAAP measure, net
income. Refer to the guidance in Question 102.10 of the Compliance and Disclosure
Interpretations for Non-GAAP Financial Measures.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Tony Watson at (202) 551-3318 or Joel Parker at (202) 551-3651 if you
have questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services