Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | MCW | |
Entity Registrant Name | Mister Car Wash, Inc. | |
Entity Central Index Key | 0001853513 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | true | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-40542 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1393909 | |
Entity Address, Address Line One | 222 E 5th Street | |
Entity Address, City or Town | Tucson | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85705 | |
City Area Code | 520 | |
Local Phone Number | 615-4000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock Shares Outstanding | 296,072,999 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 154,972 | $ 114,647 |
Restricted cash | 3,368 | 3,227 |
Accounts receivable, net | 7,813 | 4,613 |
Inventory | 6,407 | 6,415 |
Prepaid expenses and other current assets | 8,843 | 6,068 |
Total current assets | 181,403 | 134,970 |
Property and equipment, net | 279,605 | 263,034 |
Operating lease right of use assets, net | 696,134 | 681,538 |
Other intangible assets, net | 125,642 | 127,019 |
Goodwill | 755,524 | 737,415 |
Other assets | 5,224 | 4,477 |
Total assets | 2,043,532 | 1,948,453 |
Current liabilities: | ||
Accounts payable | 24,160 | 24,374 |
Accrued payroll and related expenses | 20,069 | 11,424 |
Other accrued expenses | 23,116 | 20,264 |
Current maturities of debt | 8,400 | 8,400 |
Current maturities of operating lease liability | 35,545 | 33,485 |
Current maturities of finance lease liability | 526 | 495 |
Deferred revenue | 26,495 | 24,505 |
Total current liabilities | 138,311 | 122,947 |
Long-term portion of debt, net | 603,649 | 1,054,820 |
Operating lease liability | 698,751 | 685,479 |
Financing lease liability | 15,647 | 15,917 |
Long-term deferred tax liability | 7,397 | 46,082 |
Other long-term liabilities | 5,760 | 6,558 |
Total liabilities | 1,469,515 | 1,931,803 |
Commitments and contingencies (Note 15) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 296,062,478 and 261,907,622 shares outstanding as of June 30, 2021 and December 31, 2020, respectively | 2,967 | 2,622 |
Additional paid-in capital | 733,914 | 91,523 |
Accumulated other comprehensive loss | (770) | (1,117) |
Accumulated deficit | (162,094) | (76,378) |
Total stockholders’ equity | 574,017 | 16,650 |
Total liabilities and stockholders’ equity | $ 2,043,532 | $ 1,948,453 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, outstanding | 296,062,478 | 261,907,622 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 197,080 | $ 101,856 | $ 372,588 | $ 257,108 |
Cost of labor and chemicals | 87,864 | 34,059 | 139,613 | 91,629 |
Other store operating expenses | 65,363 | 49,752 | 126,446 | 108,225 |
General and administrative | 188,896 | 13,634 | 203,857 | 26,593 |
(Gain) loss on sale of assets | (7,097) | 167 | (6,307) | 510 |
Total costs and expenses | 335,026 | 97,612 | 463,609 | 226,957 |
Operating (loss) income | (137,946) | 4,244 | (91,021) | 30,151 |
Other expense: | ||||
Interest expense, net | 13,740 | 16,229 | 27,699 | 33,424 |
Loss on extinguishment of debt | 3,183 | 0 | 3,183 | 1,918 |
Total other expense | 16,923 | 16,229 | 30,882 | 35,342 |
Loss before taxes | (154,869) | (11,985) | (121,903) | (5,191) |
Income tax benefit | (44,569) | (3,231) | (36,187) | (5,297) |
Net (loss) income | (110,300) | (8,754) | (85,716) | 106 |
Other comprehensive income, net of tax: | ||||
Gain (loss) on interest rate swap | 28 | (901) | 347 | (901) |
Total comprehensive loss | $ (110,272) | $ (9,655) | $ (85,369) | $ (795) |
Net (loss) income per share: | ||||
Basic | $ (0.42) | $ (0.03) | $ (0.33) | $ 0 |
Diluted | $ (0.42) | $ (0.03) | $ (0.33) | $ 0 |
Weighted-average common shares outstanding: | ||||
Basic | 264,274,968 | 261,742,515 | 263,218,870 | 261,744,966 |
Diluted | 264,274,968 | 261,742,515 | 263,218,870 | 273,935,572 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
Beginning Balance at Dec. 31, 2019 | $ (63,602) | $ 2,620 | $ 90,358 | $ (156,580) | |
Beginning Balance , Shares at Dec. 31, 2019 | 261,749,196 | ||||
Adoption of new accounting standards, net of tax | 19,798 | 19,798 | |||
Stock-based compensation expense | 387 | 387 | |||
Shares repurchased | (324) | (324) | |||
Shares repurchased, Shares | (4,624) | ||||
Net income (loss) | 8,860 | 8,860 | |||
Ending Balance at Mar. 31, 2020 | (34,881) | $ 2,620 | 90,421 | (127,922) | |
Ending Balance , Shares at Mar. 31, 2020 | 261,744,572 | ||||
Beginning Balance at Dec. 31, 2019 | (63,602) | $ 2,620 | 90,358 | (156,580) | |
Beginning Balance , Shares at Dec. 31, 2019 | 261,749,196 | ||||
Gain (loss) on interest rate swap | (901) | $ (901) | |||
Net income (loss) | 106 | ||||
Ending Balance at Jun. 30, 2020 | $ (44,143) | $ 2,620 | 90,814 | (901) | (136,676) |
Ending Balance , Shares at Jun. 30, 2020 | 261,742,172 | ||||
Beginning Balance at Mar. 31, 2020 | $ (34,881) | $ 2,620 | 90,421 | (127,922) | |
Beginning Balance , Shares at Mar. 31, 2020 | 261,744,572 | ||||
Stock-based compensation expense | 398 | 398 | |||
Shares repurchased | (5) | (5) | |||
Shares repurchased, Shares | (2,400) | ||||
Gain (loss) on interest rate swap | (901) | ||||
Net income (loss) | (8,754) | (8,754) | |||
Ending Balance at Jun. 30, 2020 | $ (44,143) | $ 2,620 | 90,814 | (901) | (136,676) |
Ending Balance , Shares at Jun. 30, 2020 | 261,742,172 | ||||
Beginning Balance at Dec. 31, 2020 | $ 16,650 | $ 2,622 | 91,523 | (1,117) | (76,378) |
Beginning Balance , Shares at Dec. 31, 2020 | 261,907,622 | ||||
Stock-based compensation expense | 310 | 310 | |||
Exercise of stock options | 267 | $ 7 | 260 | ||
Exercise of stock options , Shares | 688,430 | ||||
Shares repurchased | (534) | (534) | |||
Shares repurchased, Shares | (180,681) | ||||
Gain (loss) on interest rate swap | 319 | 319 | |||
Net income (loss) | 24,584 | 24,584 | |||
Ending Balance at Mar. 31, 2021 | 41,596 | $ 2,629 | 91,559 | (798) | (51,794) |
Ending Balance , Shares at Mar. 31, 2021 | 262,415,371 | ||||
Beginning Balance at Dec. 31, 2020 | $ 16,650 | $ 2,622 | 91,523 | (1,117) | (76,378) |
Beginning Balance , Shares at Dec. 31, 2020 | 261,907,622 | ||||
Exercise of stock options , Shares | 2,640,888 | ||||
Gain (loss) on interest rate swap | $ 347 | ||||
Net income (loss) | (85,716) | ||||
Ending Balance at Jun. 30, 2021 | 574,017 | $ 2,967 | 733,914 | (770) | (162,094) |
Ending Balance , Shares at Jun. 30, 2021 | 296,062,478 | ||||
Beginning Balance at Mar. 31, 2021 | 41,596 | $ 2,629 | 91,559 | (798) | (51,794) |
Beginning Balance , Shares at Mar. 31, 2021 | 262,415,371 | ||||
Issuance of common stock pursuant to initial public offering | 439,556 | $ 313 | 439,243 | ||
Issuance of common stock pursuant to initial public offering, Shares | 31,250,000 | ||||
Stock-based compensation expense | 203,231 | 203,231 | |||
Vesting of restricted stock units, Shares | 7,680 | ||||
Exercise of stock options | 1,622 | $ 25 | 1,597 | ||
Exercise of stock options , Shares | 2,516,784 | ||||
Shares repurchased | (1,716) | (1,716) | |||
Shares repurchased, Shares | (127,357) | ||||
Gain (loss) on interest rate swap | 28 | 28 | |||
Net income (loss) | (110,300) | (110,300) | |||
Ending Balance at Jun. 30, 2021 | $ 574,017 | $ 2,967 | $ 733,914 | $ (770) | $ (162,094) |
Ending Balance , Shares at Jun. 30, 2021 | 296,062,478 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended |
Jun. 30, 2021USD ($) | |
Initial Public Offering | |
Net of issuance costs | $ 29,194 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (85,716) | $ 106 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 23,550 | 22,097 |
Stock-based compensation expense | 203,541 | 785 |
(Gain) loss on disposal of property and equipment | (6,307) | 510 |
Loss on extinguishment of debt | 3,183 | 1,918 |
Amortization of deferred financing costs | 698 | 827 |
Non-cash lease expense | 17,182 | 17,026 |
Deferred income tax | (38,440) | 4,085 |
Changes in assets and liabilities: | ||
Accounts receivable | (3,201) | 242 |
Inventory | 41 | 1,113 |
Prepaid expenses and other current assets | (2,776) | 270 |
Accounts payable | 14,926 | (2,348) |
Accrued expenses | 8,614 | 21,751 |
Deferred revenue | 1,838 | (289) |
Operating lease liability | (16,446) | (14,021) |
Other noncurrent assets and liabilities | (1,012) | (219) |
Net cash provided by operating activities | 119,675 | 53,853 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (44,194) | (27,405) |
Acquisition of car wash operations, net of cash acquired | (44,652) | (5,991) |
Proceeds from sale of property and equipment | 22,201 | 3,893 |
Net cash used in investing activities | (66,645) | (29,503) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock pursuant to initial public offering | 468,750 | |
Proceeds from exercise of stock options | 121 | |
Payments for repurchases of common stock | (308) | (329) |
Proceeds from secondary offering for employee tax withholdings | 14,874 | 0 |
Tax withholdings paid on behalf of employees for secondary offering | (14,874) | 0 |
Proceeds from debt borrowings | 0 | 45,625 |
Proceeds from revolving line of credit | 0 | 111,681 |
Payments on debt borrowings | (454,872) | (4,200) |
Payments on revolving line of credit | 0 | (125,681) |
Payments of debt extinguishment costs | (28) | 0 |
Payments of deferred financing costs | (226) | 0 |
Principal payments on finance lease obligations | (240) | (61) |
Payments of issuance costs pursuant to initial public offering | (25,761) | 0 |
Net cash provided by (used in) financing activities | (12,564) | 27,035 |
Net change in cash and cash equivalents during period | 40,466 | 51,385 |
Cash and cash equivalents, and restricted cash at beginning of period | 117,874 | 6,705 |
Cash and cash equivalents, and restricted cash at end of period | 158,340 | 58,090 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 27,577 | 18,901 |
Cash paid for income taxes | 5,594 | 204 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment in accounts payable | 8,782 | 5,015 |
Issuance Costs Pursuant To Initial Public Offering In Accounts Payable And Other Accrued Expenses | $ 3,433 | $ 0 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | 1. Natur e of Business Mister Car Wash, Inc., together with its subsidiaries (collectively, the "Company"), is a Delaware corporation based in Tucson, Arizona and a leading provider of conveyorized car wash services. The Company operates two location formats: Express Exterior Locations, which offer express exterior cleaning services, and Interior Cleaning Locations, which offer both express exterior and interior cleaning services. As of December 31, 2020 , the Company closed or sold all of its quick lube facilities. As of June 30, 2021, the Company operated 351 car washes in 21 states. Forward Stock Split In June 2021, the Company's board of directors (the "Board") and the stockholders of the Company approved a 96-for-1 forward stock split of the Company’s outstanding common stock, which was effected on June 16, 2021. All common stock and per share information has been retroactively adjusted to give effect to this forward stock split for all periods presented. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately increased and the respective per share value and exercise prices, if applicable, were proportionately decreased in accordance with the terms of the agreements governing such securities. There were no changes to the par value per share of the Company’s common stock as a result of the forward stock split. Additionally, the Board and the stockholders of the Company approved an increase in the authorized shares of common stock to 1,000,000,000 shares. Initial Public Offering In June 2021, the Company completed its initial public offering (“IPO”) of 43,125,000 shares of common stock at a public offering price of $ 15.00 per share. The Company sold 31,250,000 shares of common stock and the selling stockholders identified in the Company’s final prospectus that forms a part of the Company’s Registration Statement on Form S-1 (File No. 333-256697), filed with the SEC pursuant to Rule 424(b)(4) on June 28, 2021 (the “Prospectus”), sold an aggregate amount of 11,875,000 shares of common stock, which selling stockholder amount included the underwriters' option to purchase up to an additional 5,625,000 shares of common stock. The Company received gross proceeds of approximately $ 468,750 before deducting underwriting discounts, commissions and offering related issuance costs; the Company did not receive any proceeds from the sale of shares by the selling stockholders. The unaudited condensed consolidated financial statements as of June 30, 2021, including share and per share amounts, include the effects of the IPO. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements as of June 30, 2021 and for the three and six months ended June 30, 2021 and 2020 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2020 included in the Prospectus. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the included disclosures are adequate, and the accompanying unaudited condensed consolidated financial statements contain all adjustments which are necessary for a fair presentation of the Company’s consolidated financial position as of June 30, 2021, consolidated results of operations and comprehensive loss for the three and six months ended June 30, 2021 and 2020, and consolidated cash flows for the six months ended June 30, 2021 and 2020. Such adjustments are of a normal and recurring nature. The consolidated results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the consolidated results of operations that may be expected for the year ending December 31, 2021. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All material intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the periods reported. Some of the significant estimates that the Company has made pertain to the determination of deferred tax assets and liabilities; estimates utilized to determine the fair value of assets acquired and liabilities assumed in business combinations and the related goodwill and intangibles; and certain assumptions used related to the evaluation of goodwill, intangibles, and property and equipment asset impairment. Actual results could differ from those estimates. Accounts Receivable, Net Accounts receivable are presented net of an allowance for doubtful accounts of $ 101 and $ 197 as of June 30, 2021 and December 31, 2020, respectively. The activity in the allowance for doubtful accounts was immaterial for the three and six months ended June 30, 2021 and 2020. Inventory Inventory for the periods presented is as follows: As of June 30, 2021 December 31, 2020 Chemical washing solutions $ 6,505 $ 6,490 Other 32 52 Total inventory, gross 6,537 6,542 Reserve for obsolescence ( 130 ) ( 127 ) Total inventory, net $ 6,407 $ 6,415 The activity in the reserve for obsolescence was immaterial for the three and six months ended June 30, 2021 and 2020. Revenue Recognition The following table summarizes the composition of the Company’s revenue, net for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Recognized over time $ 122,362 $ 60,009 $ 230,630 $ 144,545 Recognized at a point in time 73,734 36,312 140,057 98,645 Other revenue 984 5,535 1,901 13,918 Revenue, net $ 197,080 $ 101,856 $ 372,588 $ 257,108 Net (Loss) Income Per Share Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding for the period. Diluted net (loss) income per share is computed by dividing net (loss) income by the weighted-average shares outstanding for the period and includes the dilutive impact of potential new shares issuable upon vesting and exercise of stock options. Potentially dilutive securities are excluded from the computation of diluted net (loss) income per share if their effect is antidilutive. Reconciliations of the numerators and denominators of the basic and diluted net (loss) income per share calculations for the periods presented are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net (loss) income $ ( 110,300 ) $ ( 8,754 ) $ ( 85,716 ) $ 106 Denominator: Weighted-average common shares outstanding - basic 264,274,968 261,742,515 263,218,870 261,744,966 Effect of potentially dilutive securities: Stock options - - - 12,190,606 Weighted-average common shares outstanding - diluted 264,274,968 261,742,515 263,218,870 273,935,572 Net (loss) income per share - basic $ ( 0.42 ) $ ( 0.03 ) $ ( 0.33 ) $ 0.00 Net (loss) income per share - diluted $ ( 0.42 ) $ ( 0.03 ) $ ( 0.33 ) $ 0.00 The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock options 34,522,248 2,024,936 34,522,248 1,916,526 Restricted stock units 1,632,188 - 1,632,188 - Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity financings, including the IPO, until such financings are consummated. After consummation of an equity financing, these costs are then recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs would be immediately written off to operating expenses. Upon the closing of the IPO in June 2021, all deferred offering costs in the accompanying unaudited condensed consolidated balance sheets were reclassified from prepaid expenses and other current assets and recorded against the IPO proceeds as a reduction to additional paid-in capital. As of June 30, 2020, there were no deferred offering costs capitalized. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. The Company early adopted ASU No. 2019-12 on April 1, 2021 and the amendments applicable to the Company were applied prospectively. The adoption of this standard impacted the income tax benefit realized by the Company in the unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021, and the current tax liability and net deferred tax liability recorded in other accrued expenses and long-term deferred tax liability, respectively, in the unaudited condensed consolidated balance sheet as of June 30, 2021. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU No. 2020-04”) and issued the following subsequent amendments to ASU No. 2020-04: ASU No. 2021-01. The new guidance is intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Reference rate reform is necessary due to the phase out of the London Interbank Offered Rate (“LIBOR”) at the end of 2021. The adoption of this guidance is optional and provides relief around modification and hedge accounting as it specifically arises from changing reference rates, in addition to optional expedients for cash flow hedges. The guidance will be effective from March 12, 2020 through December 31, 2022. The Company adopted ASU No. 2020-04 on April 1, 2021, and the adoption of this standard did not have an impact on the Company’s unaudited condensed consolidated financial statements or disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. Early adoption is permitted. The Company is currently evaluating the effect that ASU No. 2016-13 will have on its unaudited condensed consolidated financial statements and related disclosures. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | . Property and Equipment, Net Property and equipment, net consisted of the following for the periods presented : As of June 30, 2021 December 31, 2020 Land $ 23,937 $ 28,316 Buildings and improvements 57,226 55,250 Finance leases 16,497 16,497 Leasehold improvements 84,263 83,561 Vehicles and equipment 153,268 143,435 Furniture, fixtures and equipment 66,758 61,350 Construction in progress 35,628 13,187 Property and equipment, gross 437,577 401,596 Less: accumulated depreciation ( 157,163 ) ( 138,238 ) Less: accumulated depreciation - finance leases ( 809 ) ( 324 ) Property and equipment, net $ 279,605 $ 263,034 For the three months ended June 30, 2021 and 2020, depreciation expense was $ 10,237 and $ 9,422 , respectively. For the six months ended June 30, 2021 and 2020, depreciation expense was $ 20,208 and $ 18,543 , respectively. For the three months ended June 30, 2021 and 2020, amortization expense on finance leases was $ 243 and $ 15 , respectively. For the six months ended June 30, 2021 and 2020, amortization expense on finance leases was $ 485 and $ 43 , respectively. |
Other Intangible Assets, Net
Other Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Other Intangible Assets, Net | . Other Intangible Assets, Net Other intangibles assets, net consisted of the following as of the periods presented: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Trade names and Trademarks $ 107,000 $ - $ 107,000 $ - CPC Unity System 42,900 29,446 42,900 27,301 Customer relationships 8,700 7,479 7,600 7,376 Covenants not to compete 7,385 3,418 7,515 3,319 $ 165,985 $ 40,343 $ 165,015 $ 37,996 For the three months ended June 30, 2021 and 2020, amortization expense associated with the Company’s finite-lived intangible assets was $ 1,420 and $ 1,703 , respectively. For the six months ended June 30, 2021 and 2020, amortization expense associated with the Company’s finite-lived intangible assets was $ 2,857 and $ 3,511 , respectively. As of June 30, 2021, estimated future amortization expense was as follows: Fiscal Year Ending: 2021 (remaining six months) $ 5,123 2022 5,898 2023 5,516 2024 1,330 2025 343 Thereafter 432 Total estimated future amortization expense $ 18,642 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | . Goodwill Goodwill consisted of the following for the periods presented: As of June 30, 2021 December 31, 2020 Balance at beginning of period $ 737,415 $ 731,989 Current period acquisitions 18,491 21,467 Current period dispositions - ( 16,191 ) Other provisional adjustments ( 382 ) 150 Balance at end of period $ 755,524 $ 737,415 Goodwill is generally deductible for tax purposes, except for the portion related to purchase accounting step-up goodwill. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | . Income Taxes The effective income tax rates on continuing operations for the six months ended June 30, 2021 and 2020 were 29.69 % and 102.04 %, respectively. In general, the effective tax rates differed from the U.S. federal statutory income tax rate primarily due to state income taxes, non-deductible expenses such as those related to certain executive compensation, and other discrete tax benefits recorded during the period. The year-to-date provision for income taxes for the six months ended June 30, 2021 included taxes on earnings at an anticipated annual effective tax rate of 24.82 % and a favorable tax impact of $ 56,067 related primarily to discrete tax benefits originating from stock option exercises and stock-based compensation expenses recorded in the three months ended June 30, 2021. The year-to-date provision for income taxes for the six months ended June 30, 2020 included taxes on earnings at an anticipated annual effective tax rate of 32.54 % and a favorable tax impact of $ 3,608 related primarily to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) that was enacted into law in March 2020. The CARES Act permitted the Company to carry back federal net operating losses to earlier tax years where the highest federal statutory income tax rate was 35.00 %, resulting in an increase in the tax benefit originally computed at 21.00 % of the expected net operating loss carryforward. For the six months ended June 30, 2021 and 2020, the Company has no t recorded any unrecognized tax benefits or interest and penalties related to any uncertain tax positions. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | . Debt The Company’s long-term debt consisted of the following as of the periods presented: As of June 30, 2021 December 31, 2020 Credit agreement First lien term loan $ 615,401 $ 827,600 Less: debt issuance costs ( 3,352 ) ( 4,849 ) Less: current maturities of debt ( 8,400 ) ( 8,400 ) First lien term loan, net 603,649 814,352 Revolving commitment - - Credit agreement, net $ 603,649 $ 814,352 Second lien credit agreement Second lien term loan $ - $ 242,673 Less: debt issuance costs - ( 2,205 ) Second lien credit agreement, net $ - $ 240,468 Total long-term portion of debt, net $ 603,649 $ 1,054,820 As of June 30, 2021, annual maturities of debt were as follows: Fiscal Year Ending: 2021 (remaining six months) $ 4,200 2022 8,400 2023 8,400 2024 8,400 2025 8,400 Thereafter 577,601 Total maturities of debt $ 615,401 As of June 30, 2021 and December 31, 2020, unamortized deferred financing costs were $ 3,866 and $ 7,494 , respectively, and accumulated amortization of deferred financing costs was $ 2,308 and $ 3,057 , respectively. For the three months ended June 30, 2021 and 2020, the amortization of deferred financing costs in interest expense, net in the unaudited condensed consolidated statements of operations and comprehensive loss was approximately $ 342 and $ 413 , respectively. For the six months ended June 30, 2021 and 2020, the amortization of deferred financing costs in interest expense, net in the unaudited condensed consolidated statements of operations and comprehensive loss was approximately $ 698 and $ 827 , respectively. Credit Agreement On August 21, 2014, the Company entered into a Credit Agreement (“Credit Agreement”) which was originally comprised of a term loan (“First Lien Term Loan”) and a revolving commitment (“Revolving Commitment”). The Credit Agreement was collateralized by substantially all personal property (including cash, inventory, property and equipment, and intangible assets), real property, and equity interests owned by the Company. Under the Credit Agreement and with respect to the First Lien Term Loan, the Company had the option of selecting either (i) a Base Rate interest rate plus fixed margin of 2.25 % or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a fixed margin of 3.25 %. Under the Credit Agreement and with respect to the Revolving Commitment, the Company had the option of selecting either (i) a Base Rate interest rate plus a variable margin of 2.50 % to 3.00 %, based on the Company’s First Lien Net Debt Leverage Ratio, or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a variable margin of 3.50 % to 4.00%, based on the Company’s First Lien Net Leverage Ratio. First Lien Term Loan In February 2020, the Company entered into Amendment No. 1 to Amended and Restated First Lien Credit Agreement (“Amended First Lien Credit Agreement”) which amended and restated the Amended and Restated First Lien Credit Agreement entered into in May 2019 ("First Lien Credit Agreement"). The Amended First Lien Credit Agreement changed the interest rate spreads associated with the First Lien Credit Agreement where (i) the variable margin associated with the Base Rate interest rate plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 2.25% to 2.50% to 2.00% to 2.25% and (ii) the variable margin associated with the Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 3.25% to 3.50% to 3.00% to 3.25%. In connection with the Amended First Lien Credit Agreement, the Company expensed $ 1,918 of previously unamortized deferred financing costs as a loss on extinguishment of debt in the unaudited condensed consolidated statements of operations and comprehensive loss. In February 2020 and March 2020, the Company borrowed $ 30,000 and $ 10,000 , respectively, under the delayed draw facility under the First Lien Term Loan, utilizing the full $ 40,000 available under the delayed draw facility. As a result of the additional borrowings under the delayed draw facility, the quarterly principal payments associated with the First Lien Term Loan increased from $ 2,000 to $ 2,100 . In June 2021, the Company made a voluntary prepayment of $ 190,400 of outstanding principal under the First Lien Term Loan funded by the net proceeds from the IPO. In connection with the voluntary prepayment, the Company expensed $ 1,037 of previously unamortized deferred financing costs as a loss on extinguishment of debt in the unaudited condensed consolidated statements of operations and comprehensive loss. As of June 30, 2021 and December 31, 2020, the interest rate on the First Lien Term Loan was 3.10 % and 3.40 %, respectively. The Amended First Lien Credit Agreement requires the Company to maintain compliance with a First Lien Net Leverage Ratio. As of June 30, 2021, the Company was in compliance with the First Lien Net Leverage Ratio financial covenant of the Amended First Lien Credit Agreement. Revolving Commitment In June 2021, the Company entered into Amendment No. 2 to Amended and Restated First Lien Credit Agreement that (i) increased the maximum available borrowing capacity under the Revolving Commitment from $ 75,000 to $ 150,000 and (ii) extended the maturity date of the Revolving Commitment to the earliest to occur of (a) June 4, 2026, (b) the date that is six months prior to the maturity date of the First Lien Term Loan (provided that clause (b) shall not apply if the maturity date for the First Lien Term Loan is extended to a date that is at least six months after June 4, 2026, the First Lien Term Loan is refinanced having a maturity date at least six months after June 4, 2026, or the First Lien Term Loan is paid in full), (c) the date that commitments under the Revolving Commitment are permanently reduced to zero, and (d) the date of the termination of the commitments under the Revolving Commitment. The increase to the maximum available borrowing capacity was effected on the close of the IPO in June 2021. In connection with the amendment, the Company expensed $ 87 of previously unamortized deferred financing costs as a loss on extinguishment of debt in the unaudited condensed consolidated statements of operations and comprehensive loss. As of June 30, 2021 and December 31, 2020, the unused borrowing capacity of the Revolving Commitment was $ 150,000 and $ 75,000 , respectively. In addition, an unused commitment fee based on the Company’s First Lien Net Leverage Ratio is payable on the average of the unused borrowing capacity under the Revolving Commitment. As of June 30, 2021 and December 31, 2020, the unused commitment fee was 0.25 % and 0.50 %, respectively. Standby Letters of Credit As of June 30, 2021, the Company has available standby letters of credit of $ 10,000 under the Revolving Commitment, provided that the total utilization of revolving commitments under the Revolving Commitment does not exceed $ 150,000 subsequent to the First Lien Credit Agreement. Any letter of credit issued under the Credit Agreement has an expiration date which is the earlier of (i) no later than 12 months from the date of issuance or (ii) five business days prior to the maturity date of the Revolving Commitment, as amended under Amendment No. 2 to Amended and Restated First Lien Credit Agreement . As of June 30, 2021 and December 31, 2020, the amounts associated with outstanding letters of credit were $ 306 and $ 469 , respectively. Second Lien Credit Agreement In March 2020, the Company entered into the First Amendment to Second Lien Credit Agreement (“Amended Second Lien Credit Agreement”). The Amended Second Lien Credit Agreement provided for an incremental term loan to the Company in an aggregate amount of $ 5,625 under the same terms as the Second Lien Credit Agreement. The incremental term loan under the Amended Second Lien Credit Agreement is an investment from a related party (see Note 14-Related-Party Transactions). The Amended Second Lien Credit Agreement also allowed the Company to make its quarterly interest payments on the term loan under the Amended Second Lien Credit Agreement ("Second Lien Term Loan") via payment-in-kind (“PIK”) by adding such amount to the outstanding principal amount of the Second Lien Term Loan. The Company made PIK additions to its outstanding principal amounts in the amounts of $ 5,906 and $ 6,142 in March 2020 and June 2020, respectively. The Amended Second Lien Credit Agreement also increased the interest rate of the Second Lien Term Loan to 10.50% effective January 1, 2020 to June 30, 2020. In June 2021, the Company made a voluntary prepayment of all outstanding borrowings under the Second Lien Term Loan funded by the net proceeds from the IPO, which included outstanding principal of $ 242,673 and accrued interest expense of $ 6,050 . In connection with this voluntary prepayment, the Company expensed $ 2,059 of previously unamortized deferred financing costs as a loss on extinguishment of debt in the unaudited condensed consolidated statements of operations and comprehensive loss. As of December 31, 2020 and through the date of extinguishment, the interest rate on the Second Lien Term Loan was 10.00 %. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | . Fair Value Measurements The following table presents financial liabilities which are measured at fair value on a recurring basis as of June 30, 2021: Fair Value Measurements Total Level 1 Level 2 Level 3 Liabilities: Interest rate swap $ 1,056 $ - $ 1,056 $ - The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2020: Fair Value Measurements Total Level 1 Level 2 Level 3 Liabilities: Interest rate swap $ 1,488 $ - $ 1,488 $ - The Company measures the fair value of its financial assets and liabilities using the highest level of inputs that are available as of the measurement date. The carrying amounts of cash, accounts receivable, and accounts payable approximate their fair value due to the immediate or short-term maturity of these financial instruments. See Note 9-Interest Rate Swap for additional information on the interest rate swap. The Company’s First Lien Term Loan under the Amended First Lien Credit Agreement approximates fair value to the First Lien Term Loan’s variable interest rate terms. As of June 30, 2021 and December 31, 2020, the fair value of the Company’s variable-rate debt approximated its carrying value. As of June 3 0 , 2 0 21 and December 31, 2 0 20, there were no Level 3 financial assets or financial liabilities measured at fair value on a recurring basis. During the three and six months ended June 3 0 , 2 0 21 and 2 0 2 0 , there were no transfers between fair value measurement levels. |
Interest Rate Swap
Interest Rate Swap | 6 Months Ended |
Jun. 30, 2021 | |
Interest Rate Cash Flow Hedges [Abstract] | |
Interest Rate Swap | . Interest Rate Swap In May 2020, the Company entered into a pay-fixed, receive-floating interest rate swap (the “Swap”) to mitigate variability in forecasted interest payments on an amortizing notional of $ 550,000 of the Company’s variable-rate First Lien Term Loan. The Company designated the Swap as a cash flow hedge. As of June 30, 2021, information pertaining to the Swap is as follows: Notional Amount Fair Value Pay-Fixed Receive-Floating Maturity Date $ 547,208 $ 1,056 0.308 % 0.993 % October 20, 2022 As of June 30, 2021 and December 31, 2020, the current portion of the fair value of the Swap was $ 958 and $ 931 , respectively, and is included in other accrued expenses in the accompanying unaudited condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, the long-term portion of the fair value of the Swap was $ 98 and $ 557 , respectively, and is included in other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets. For the three months ended June 30, 2021 and 2020, amounts reported in other comprehensive loss in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss are net of tax of $ 9 and $ 299 , respectively. For the six months ended June 30, 2021 and 2020, amounts reported in other comprehensive loss in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss are net of tax of $ 115 and $ 299 , respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | 10. Leases The Company’s incremental borrowing rate for a lease is the rate of interest it expects to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. To determine the incremental borrowing rates used to discount the lease payments, the Company estimated its synthetic credit rating and utilized market data for similarly situated companies. Balance sheet information related to leases consisted of the following for the periods presented: As of Classification June 30, 2021 December 31, 2020 Assets Operating Operating right of use assets, net $ 696,134 $ 681,538 Finance Property and equipment, net 15,689 16,173 Total lease assets $ 711,823 $ 697,711 Liabilities Current Operating Current maturities of operating lease liability $ 35,545 $ 33,485 Finance Current maturities of finance lease liability 526 495 Long-term Operating Operating lease liability 698,751 685,479 Finance Financing lease liability 15,647 15,917 Total lease liabilities $ 750,469 $ 735,376 Components of total lease cost, net, consisted of the following for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating lease expense (1) $ 19,395 $ 19,568 $ 38,520 $ 39,039 Finance lease expense Amortization of lease assets 243 15 485 31 Interest on lease liabilities 292 23 586 46 Short-term lease expense 15 12 19 23 Variable lease expense (2) 2,564 1,866 6,488 4,975 Total $ 22,509 $ 21,484 $ 46,098 $ 44,114 (1) Operating lease expense includes an immaterial amount of sublease income and is included in other store operating expenses and general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. (2) Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for the Company’s leases of buildings. The following includes supplemental information for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating cash flows from operating leases $ 19,814 $ 18,955 $ 39,341 $ 37,645 Operating cash flows from finance leases $ 292 $ 22 $ 586 $ 46 Financing cash flows from finance leases $ 121 $ 31 $ 240 $ 61 Operating lease liabilities arising from obtaining ROU assets $ 22,421 $ 12,524 $ 32,020 $ 15,525 Finance lease liabilities arising from obtaining ROU assets $ - $ - $ - $ - Weighted-average remaining operating lease term 14.74 15.19 14.74 15.19 Weighted-average remaining finance lease term 17.73 14.92 17.73 14.92 Weighted-average operating lease discount rate 6.40 % 6.25 % 6.40 % 6.25 % Weighted-average finance lease discount rate 7.33 % 8.98 % 7.33 % 8.98 % As of June 30, 2021, lease obligation maturities were as follows: Fiscal Year Ending: Operating Leases Finance Leases 2021 (remaining six months) $ 40,600 $ 833 2022 81,110 1,683 2023 80,674 1,716 2024 79,804 1,741 2025 79,525 1,766 Thereafter 791,988 23,883 Total future minimum obligations $ 1,153,701 $ 31,622 Less: Present value discount ( 419,405 ) ( 15,449 ) Present value of net future minimum lease obligations $ 734,296 $ 16,173 Less: current portion ( 35,545 ) ( 526 ) Long-term obligations $ 698,751 $ 15,647 Forward-Starting Leases As of June 30, 2021, the Company entered into 11 leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in 2021 or 2022 with initial lease terms of five to 20 years . As of December 31, 2020, the Company entered into 10 leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in 2021 or 2022 with initial lease terms of five to 20 years . Sale-Leaseback Transactions During the three months ended June 30, 2021, the Company completed three sale-leaseback transactions related to its car wash locations for aggregate consideration of $ 42,600 , resulting in a net gain of $ 7,117 which is included in (gain) loss on sale of assets in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Contemporaneously with the closing of the sales, the Company entered into lease agreements for the properties for initial 20-year terms. For the sale-leaseback transactions consummated in the three months ended June 30, 2021, the cumulative initial annual rents for the properties was approximately $ 2,655 , subject to annual escalations. These leases are accounted for as operating leases. During the three months ended June 30, 2020, the Company did no t complete any sale-leaseback transactions . During the six months ended June 30, 2021 and 2020, the Company completed four and one sale-leaseback transactions related to its car wash locations, respectively, with aggregate consideration of $ 46,267 and $ 3,805 , respectively, resulting in a net gain of $ 6,846 and a net loss of $ 198 , respectively, which are included in (gain) loss on sale of assets in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. Contemporaneously with the closing of the sales, the Company entered into lease agreements for the properties for initial 20-year terms. For the sale-leaseback transactions consummated in the six months ended June 30, 2021, the cumulative initial annual rents for the properties was approximately $ 2,882 , subject to annual escalations. These leases are accounted for as operating leases. For the sale-leaseback transactions consummated in the six months ended June 30, 2020, the cumulative initial annual rents for the properties was approximately $ 248 , subject to annual escalations. These leases are accounted for as operating leases. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity As of June 30, 2021, there were 1,000,000,000 shares of common stock authorized, 299,210,538 shares of common stock issued, and 296,062,478 shares of common stock outstanding. As of December 31, 2020, there were 1,000,000,000 shares of common stock authorized, 264,747,644 shares of common stock issued, and 261,907,622 shares of common stock outstanding. The Company uses the cost method to account for treasury stock. Treasury stock is included in additional paid-in capital in the accompanying unaudited condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, the Company had 3,148,060 shares and 2,840,022 shares, respectively, of treasury stock. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation The 2014 Plan Under the 2014 Stock Option Plan of Hotshine Holdings, Inc. (the “2014 Plan”), the Company may grant incentive stock options or nonqualified stock options to purchase common shares of the Company to its employees, directors, officers, outside advisors and non-employee consultants. All stock options granted under the 2014 Plan are equity-classified and have a contractual life of ten years. Under the 2014 Plan, 60% of the shares in a grant contain service-based vesting conditions and vest ratably over a five-year period and 40% of the shares in a grant contain performance-based vesting conditions (“Performance Vesting Options”). The condition for the Performance Vesting Options is a change in control or an initial public offering, where (i) 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Target Proceeds at the Measurement Date and (ii) the remaining 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Maximum Amount at the Measurement Date. Principal Stockholders is defined in the 2014 Plan as (a) Green Equity Investors VI, L.P., (b) Green Equity Investors Side VI, L.P., (c) LGP Associates VI-A, LLC, (d) LGP Associates VI-B LLC, and (e) the affiliates of the foregoing entities. Measurement Date is defined as the date of a change in control or an initial public offering, whichever comes first. The Target Proceeds and Maximum Amount are defined and measured by either multiples of invested capital or an annual compounded pre-tax internal rate of return on investment. In June 2021, the Company modified all outstanding shares of Performance Vesting Options to remove, subject to the successful completion of the IPO, the requirement that the Principal Stockholders receive the Target Proceeds and the Maximum Amount as conditions for the Performance Vesting Options to vest. The exercise prices for stock options granted under the 2014 Plan were not less than the fair market value of the common stock of the Company on the date of grant. For the avoidance of doubt, the IPO constituted a performance measurement date under the applicable option agreements for the Performance Vesting Options and the Performance Vesting Options vested in full in connection with the IPO. The 2021 Plan In June 2021, the Board adopted the 2021 Incentive Award Plan (the “2021 Plan”), which was subsequently approved by the Company's stockholders and became effective on June 25, 2021. Under the 2021 Plan, the Company may grant incentive stock options, nonqualified stock options, restricted stock units ("RSUs"), restricted stock, and other stock- or cash-based awards to its employees, directors, officers, and non-employee consultants. Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2021 Plan is 29,800,000 new shares of common stock, which includes 256,431 shares of common stock that remained available for issuance under the 2014 Plan at June 25, 2021. In connection with the IPO, stock option and RSU awards were granted with respect to 3,726,305 shares. Any shares of common stock subject to outstanding stock awards granted under the 2014 Plan and, following June 25, 2021, terminate, expire or are otherwise forfeited, reacquired or withheld will become available for issuance under the 2021 Plan. All stock options granted under the 2021 Plan are equity-classified and have a contractual life of ten years. Under the 2021 Plan, the stock options contain service-based vesting conditions and generally vest ratably over a three- or five-year period (collectively with stock options under the 2014 Plan, the “Time Vesting Options”). The exercise prices for stock options granted under the 2021 Plan were not less than the fair market value of the common stock of the Company on the date of grant. RSUs granted under the 2021 Plan are equity-classified and contain service-based conditions and generally vest ratably over one- to five-year periods. Each RSU represents the right to receive one share of the Company’s common stock upon vesting. The fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is recognized over the requisite service period, which is generally the vesting period. The 2014 Plan and 2021 Plan are administered by the Board or, at the discretion of the Board, by a committee thereof. The exercise prices for stock options, the vesting of awards, and other restrictions are determined at the discretion of the Board, or its committee if so delegated. The 2021 ESPP In June 2021, the Board adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which was subsequently approved by the Company’s stockholders and became effective in June 2021. The 2021 ESPP authorizes the initial issuance of up to 5,000,000 shares of the Company’s common stock to eligible employees of the Company or, as designated by the Board, employees of a related company. The 2021 ESPP provides for offering periods not to exceed 27 months, and each offering period will include purchase periods. The Company determined that offering periods would commence at approximately the six-month period beginning with an enrollment date and ending with the next exercise date, except that the first offering period commenced on the effective date of the Company's registration statement and will end on November 9, 2021. The 2021 ESPP provides that the number of shares reserved and available for issuance under the 2021 ESPP will automatically increase on January 1 of each calendar year from January 1, 2022 through January 1, 2031 by an amount equal to the lesser of (i) 0.5% of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) such lesser number of shares of common stock as determined by the Board. Stock Option Valuation The grant date fair value of Time Vesting Options granted is determined using the Black-Scholes option-pricing model. The grant date fair value of Performance Vesting Options is determined using a Monte Carlo simulation model and a barrier-adjusted Black-Scholes option-pricing model. The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of stock options with service-based vesting conditions granted during the three months ended June 30, 2021: Three Months Ended Expected volatility 44.75 % Risk-free interest rate 1.19 % Expected term (in years) 6.43 Expected dividend yield 0.00 % Stock Options The following table summarizes the Company’s stock option activity since December 31, 2020: Time Vesting Options Performance Vesting Options Total Number of Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2020 19,958,043 13,341,504 33,299,547 $ 0.78 Granted 3,208,581 747,936 3,956,517 $ 10.24 Exercised ( 2,640,888 ) - ( 2,640,888 ) $ 0.66 Forfeited ( 55,776 ) ( 37,152 ) ( 92,928 ) $ 2.31 Outstanding as of June 30, 2021 20,469,960 14,052,288 34,522,248 $ 1.87 Options vested or expected to vest as of June 30, 2021 19,638,892 14,052,288 33,691,180 $ 0.93 Options exercisable as of June 30, 2021 14,447,398 14,052,288 28,499,686 $ 0.82 The number and weighted-average grant date fair value of stock options during the periods presented is as follows: Number of Stock Options Weighted-Average Time Vesting Options Performance Vesting Options Time Vesting Options Performance Vesting Options Non-vested as of December 31, 2020 3,450,607 13,341,504 $ 0.96 $ 0.59 Non-vested as of June 30, 2021 6,022,562 - $ 3.12 $ - Granted during the period 3,208,581 747,936 $ 5.11 $ 2.26 Vested during the period 580,850 14,052,288 $ 0.89 $ 14.37 Forfeited/canceled during the period 55,776 37,152 $ 0.73 $ 1.27 The total grant date fair value of Time Vesting Options and Performance Vesting Options granted during the six months ended June 30, 2021 was approximately $ 16,408 and $ 3,895 , respectively. The fair value of stock options vested during the six months ended June 30, 2021 was $ 315,051 . As of June 30, 2021, the weighted-average remaining contractual life of outstanding stock options was approximately 5.12 years . Restricted Stock Units The following table summarizes the Company’s RSU activity since December 31, 2020: Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 - $ - Granted 1,639,868 $ 15.00 Vested ( 7,680 ) $ 15.00 Forfeited - $ - Unvested as of June 30, 2021 1,632,188 $ 15.00 The Company granted 1,639,868 RSUs during the three and six months ended June 30, 2021. The total fair value of RSUs that vested during the three and six months ended June 30, 2021 was $ 165 . Stock-Based Compensation Expense The Company estimated a forfeiture rate of 6.96 % for awards with service-based vesting conditions based on historical experience and future expectations of the vesting of these share-based payments. The Company used this rate as an assumption in calculating stock-based compensation expense for Time Vesting Options and RSUs. Total stock-based compensation expense, by caption, recorded in the unaudited condensed consolidated statements of operations and comprehensive loss for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of labor and chemicals $ 31,442 $ - $ 31,442 $ - General and administrative 171,789 398 172,099 785 Total stock-based compensation expense $ 203,231 $ 398 $ 203,541 $ 785 Total stock-based compensation expense, by award type, recorded in the unaudited condensed consolidated statements of operations and comprehensive loss for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Time Vesting Options $ 964 $ 398 $ 1,274 $ 785 Performance Vesting Options 201,985 - 201,985 - RSUs 282 - 282 - Total stock-based compensation expense $ 203,231 $ 398 $ 203,541 $ 785 As of June 30, 2021, total unrecognized compensation expense related to unvested Time Vesting Options was $ 15,654 , which is expected to be recognized over a weighted-average period of 3.57 years. As of June 30, 2021, there was no unrecognized compensation expense related to unvested Performance Vesting Options as the completion of the IPO satisfied the performance condition and as a result, all outstanding Performance Vesting Options vested. As of June 30, 2021, total unrecognized compensation expense related to unvested RSUs was $ 20,554 , which is expected to be recognized over a weighted-average period of 3.78 years. Modification of Stock Options In February 2021, the Company modified a total of 7,874,304 shares of Performance Vesting Options for 12 grantees to provide for an additional service-based vesting condition related to the acceleration of vesting in connection with a grantees’ death. The Company did not recognize current incremental stock-based compensation expense in connection with the modification during the three months ended March 31, 2021 because the grants vest upon the earlier of a performance condition or a service condition, neither of which are probable of occurring until the condition is met. The modification resulted in an increase to unrecognized compensation expense related to unvested Performance Vesting Options of $ 75,217 during the three months ended March 31, 2021. In June 2021, the Company modified all outstanding shares of Performance Vesting Options to remove, subject to the successful completion of the IPO, the requirement that the Principal Stockholders receive the Target Proceeds and the Maximum Amount as conditions for the Performance Vesting Options to vest. This modification resulted in incremental stock-based compensation expense of $ 117,708 , which was recognized in the three months ended June 30, 2021 in connection with the completion of the IPO. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 13. Business Combinations From time to time, the Company may pursue acquisitions of conveyorized car washes that either strategically fit with the Company’s business or expand the Company’s presence in new and attractive markets. The unaudited condensed consolidated financial statements reflect the operations of an acquired business starting from the effective date of the acquisition. The Company expensed $ 94 and $ 86 of acquisition-related costs for the three months ended June 30, 2021 and 2020, respectively. The Company expensed $ 243 and $ 139 of acquisition-related costs for the six months ended June 30, 2021 and 2020, respectively. These acquisition-related costs are recognized as incurred and are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. For the three and six months ended June 30, 2021 and the year ended December 31, 2020, the amount of acquired goodwill that was not deductible for income tax purposes was $ 1,082 and $ 5,312 , respectively. 2021 Acquisitions For the three and six months ended June 30, 2021, the Company acquired the assets and liabilities of five car washes in one acquisition for total consideration of approximately $ 44,700 , which was paid in cash. This acquisition resulted in the preliminary recognition of $ 18,491 of goodwill, $ 24,523 of property and equipment, $ 1,100 of intangible assets related to customer relationships, $ 380 of intangible assets related to covenants not to compete, and $ 165 in other assets and liabilities. The weighted-average amortization periods for the acquired customer relationships and covenants not to compete are 7.0 years and 5.0 years, respectively. The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Florida (Superwash Express) 5 June Unaudited Supplemental Pro Forma Information The following table presents unaudited supplemental pro forma information for the periods presented as if the business combination had occurred on January 1, 2020, the earliest period presented herein: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenues, net $ 200,540 $ 104,137 $ 379,518 $ 262,130 Net (loss) income $ ( 108,961 ) $ ( 8,218 ) $ ( 82,973 ) $ 1,512 The unaudited pro forma results presented above primarily include amortization charges for acquired intangible assets, depreciation adjustments for property and equipment that has been revalued, adjustments for certain acquisition-related charges, and the related tax effects. The unaudited pro forma information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such time. The revenues and earnings of the acquisition reflected in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss were immaterial for the three and six month periods ended June 30, 2021. 2020 Acquisitions For the year ended December 31, 2020, the Company acquired the assets and liabilities of ten car washes in four separate acquisitions for total consideration of approximately $ 33,584 , which was paid in cash. These acquisitions resulted in the preliminary recognition of $ 21,467 of goodwill, $ 9,463 of property and equipment, $ 830 of intangible assets related to covenants not to compete, and $ 1,824 in other assets and liabilities. The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Florida (Love) 1 January Washington (Bush) 7 September Texas (Soapbox Express) 1 November Florida (Avatar) 1 December |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related-Party Transactions LGP, the majority owner of the Company, historically received $ 1,000 annually for various advisory and monitoring services provided to the Company. During the COVID-19 pandemic, these fees were waived for the remainder of 2020. The management services agreement with LGP that provided for the advisory and monitoring services terminated in June 2021 upon the consummation of the IPO. For the three months ended June 30, 2021 and 2020, total fees and expenses paid by the Company to LGP were $ 250 and $ 0 , respectively. For the six months ended June 30, 2021 and 2020, total fees and expenses paid by the Company to LGP were $ 500 and $ 250 , respectively. Fees and expenses paid to LGP are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. LGP was one of the Company’s creditors under the Second Lien Credit Agreement with an investment of $ 5,625 allowed through the Amended Second Lien Credit Agreement. The Company made a voluntary prepayment of all outstanding balances under the Second Lien Term Loan in June 2021 (see Note 7-Debt). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Litigation From time to time, the Company is party to pending or threatened lawsuits arising out of or incident to the ordinary course of business. The Company carries professional and general liability insurance coverage and other insurance coverages. In the opinion of management and upon consultation with legal counsel, none of the pending or threatened lawsuits will have a material effect upon the consolidated financial position, operations, or cash flows of the Company. Insurance The Company carries a broad range of insurance coverage, including general and business auto liability, commercial property, workers’ compensation, cyber risk, and general umbrella policies. As of June 30, 2021 and December 31, 2020, the Company accrued $ 2,576 and $ 2,467 , respectively, for assessments on insurance claims filed, which are included in other accrued expenses in the accompanying unaudited condensed consolidated balance sheets. As of June 30, 2021 and December 31, 2020, the Company recorded $ 1,971 and $ 2,052 , respectively, in receivables from its non-healthcare insurance carriers related to these insurance claims, which are included in accounts receivable, net in the accompanying unaudited condensed consolidated balance sheets. The receivables are paid when the claim is finalized and the reserved amounts on these claims are expected to be paid within one year . Environmental Matters Operations at certain facilities currently or previously owned or leased by the Company utilize, or in the past have utilized, hazardous substances generally in compliance with applicable law. Periodically, the Company has had minor claims asserted against it by regulatory agencies or private parties for environmental matters relating to the handling of hazardous substances by the Company, and it has incurred obligations for investigations or remedial actions with respect to certain of these matters. There can be no assurances that activities at these facilities, or future facilities owned or operated by the Company, may not result in additional environmental claims being asserted against the Company or additional investigations or remedial actions being required. The Company is not aware of any significant remediation matters as of June 30, 2021. Because of various factors including the difficulty of identifying the responsible parties for any particular site, the complexity of determining the relative liability among them, the uncertainty as to the most desirable remediation techniques and the amount of damages and clean-up costs and the time period during which such costs may be incurred, the Company is unable to reasonably estimate the ultimate cost of claims asserted against the Company related to environmental matters; however, the Company does not believe such costs will be material to its unaudited condensed consolidated financial statements. In addition to potential claims asserted against the Company, there are certain regulatory obligations associated with these facilities. The Company also has a third-party specialist to review the sites subject to these regulations annually, for the purpose of assigning future cost. A third party has conducted a preliminary assessment of site restoration provisions arising from these regulations and the Company has recognized a provisional amount. As of June 30, 2021, the Company recorded an environmental remediation accrual of $ 73 , which is included in other accrued expenses in the accompanying unaudited condensed consolidated balance sheets. Warranties The Company has provided certain standard pre-closing warranties in connection with the sale of its quick lube facilities, which closed in December 2020. The pre-closing warranties made by the Company in the related Asset Purchase Agreement survive for six months following the closing date. The Company is not aware of any warranty liabilities with respect to the former quick lube facilities that require accrual as of June 30, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events The Company has evaluated all subsequent events after June 30, 2021 through the date of the issuance of these unaudited condensed consolidated financial statements and has determined there have been no subsequent events for which disclosure is required. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All material intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the periods reported. Some of the significant estimates that the Company has made pertain to the determination of deferred tax assets and liabilities; estimates utilized to determine the fair value of assets acquired and liabilities assumed in business combinations and the related goodwill and intangibles; and certain assumptions used related to the evaluation of goodwill, intangibles, and property and equipment asset impairment. Actual results could differ from those estimates. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are presented net of an allowance for doubtful accounts of $ 101 and $ 197 as of June 30, 2021 and December 31, 2020, respectively. The activity in the allowance for doubtful accounts was immaterial for the three and six months ended June 30, 2021 and 2020. |
Inventory | Inventory Inventory for the periods presented is as follows: As of June 30, 2021 December 31, 2020 Chemical washing solutions $ 6,505 $ 6,490 Other 32 52 Total inventory, gross 6,537 6,542 Reserve for obsolescence ( 130 ) ( 127 ) Total inventory, net $ 6,407 $ 6,415 The activity in the reserve for obsolescence was immaterial for the three and six months ended June 30, 2021 and 2020. |
Revenue Recognition | Revenue Recognition The following table summarizes the composition of the Company’s revenue, net for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Recognized over time $ 122,362 $ 60,009 $ 230,630 $ 144,545 Recognized at a point in time 73,734 36,312 140,057 98,645 Other revenue 984 5,535 1,901 13,918 Revenue, net $ 197,080 $ 101,856 $ 372,588 $ 257,108 |
Net (Loss) Income Per Share | Net (Loss) Income Per Share Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding for the period. Diluted net (loss) income per share is computed by dividing net (loss) income by the weighted-average shares outstanding for the period and includes the dilutive impact of potential new shares issuable upon vesting and exercise of stock options. Potentially dilutive securities are excluded from the computation of diluted net (loss) income per share if their effect is antidilutive. Reconciliations of the numerators and denominators of the basic and diluted net (loss) income per share calculations for the periods presented are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net (loss) income $ ( 110,300 ) $ ( 8,754 ) $ ( 85,716 ) $ 106 Denominator: Weighted-average common shares outstanding - basic 264,274,968 261,742,515 263,218,870 261,744,966 Effect of potentially dilutive securities: Stock options - - - 12,190,606 Weighted-average common shares outstanding - diluted 264,274,968 261,742,515 263,218,870 273,935,572 Net (loss) income per share - basic $ ( 0.42 ) $ ( 0.03 ) $ ( 0.33 ) $ 0.00 Net (loss) income per share - diluted $ ( 0.42 ) $ ( 0.03 ) $ ( 0.33 ) $ 0.00 The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock options 34,522,248 2,024,936 34,522,248 1,916,526 Restricted stock units 1,632,188 - 1,632,188 - |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity financings, including the IPO, until such financings are consummated. After consummation of an equity financing, these costs are then recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs would be immediately written off to operating expenses. Upon the closing of the IPO in June 2021, all deferred offering costs in the accompanying unaudited condensed consolidated balance sheets were reclassified from prepaid expenses and other current assets and recorded against the IPO proceeds as a reduction to additional paid-in capital. As of June 30, 2020, there were no deferred offering costs capitalized. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. The Company early adopted ASU No. 2019-12 on April 1, 2021 and the amendments applicable to the Company were applied prospectively. The adoption of this standard impacted the income tax benefit realized by the Company in the unaudited condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021, and the current tax liability and net deferred tax liability recorded in other accrued expenses and long-term deferred tax liability, respectively, in the unaudited condensed consolidated balance sheet as of June 30, 2021. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU No. 2020-04”) and issued the following subsequent amendments to ASU No. 2020-04: ASU No. 2021-01. The new guidance is intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Reference rate reform is necessary due to the phase out of the London Interbank Offered Rate (“LIBOR”) at the end of 2021. The adoption of this guidance is optional and provides relief around modification and hedge accounting as it specifically arises from changing reference rates, in addition to optional expedients for cash flow hedges. The guidance will be effective from March 12, 2020 through December 31, 2022. The Company adopted ASU No. 2020-04 on April 1, 2021, and the adoption of this standard did not have an impact on the Company’s unaudited condensed consolidated financial statements or disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. Early adoption is permitted. The Company is currently evaluating the effect that ASU No. 2016-13 will have on its unaudited condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Inventory | Inventory for the periods presented is as follows: As of June 30, 2021 December 31, 2020 Chemical washing solutions $ 6,505 $ 6,490 Other 32 52 Total inventory, gross 6,537 6,542 Reserve for obsolescence ( 130 ) ( 127 ) Total inventory, net $ 6,407 $ 6,415 |
Schedule of Composition of Revenue | Revenue Recognition The following table summarizes the composition of the Company’s revenue, net for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Recognized over time $ 122,362 $ 60,009 $ 230,630 $ 144,545 Recognized at a point in time 73,734 36,312 140,057 98,645 Other revenue 984 5,535 1,901 13,918 Revenue, net $ 197,080 $ 101,856 $ 372,588 $ 257,108 |
Schedule of Reconciliations of Numerators and Denominators of Basic and Diluted Net (Loss) Income Per Share | Reconciliations of the numerators and denominators of the basic and diluted net (loss) income per share calculations for the periods presented are as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Net (loss) income $ ( 110,300 ) $ ( 8,754 ) $ ( 85,716 ) $ 106 Denominator: Weighted-average common shares outstanding - basic 264,274,968 261,742,515 263,218,870 261,744,966 Effect of potentially dilutive securities: Stock options - - - 12,190,606 Weighted-average common shares outstanding - diluted 264,274,968 261,742,515 263,218,870 273,935,572 Net (loss) income per share - basic $ ( 0.42 ) $ ( 0.03 ) $ ( 0.33 ) $ 0.00 Net (loss) income per share - diluted $ ( 0.42 ) $ ( 0.03 ) $ ( 0.33 ) $ 0.00 |
Schedule of Antidilutive Shares Excluded from Computation of Diluted (Loss) Net Income Per Share | The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock options 34,522,248 2,024,936 34,522,248 1,916,526 Restricted stock units 1,632,188 - 1,632,188 - |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following for the periods presented : As of June 30, 2021 December 31, 2020 Land $ 23,937 $ 28,316 Buildings and improvements 57,226 55,250 Finance leases 16,497 16,497 Leasehold improvements 84,263 83,561 Vehicles and equipment 153,268 143,435 Furniture, fixtures and equipment 66,758 61,350 Construction in progress 35,628 13,187 Property and equipment, gross 437,577 401,596 Less: accumulated depreciation ( 157,163 ) ( 138,238 ) Less: accumulated depreciation - finance leases ( 809 ) ( 324 ) Property and equipment, net $ 279,605 $ 263,034 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Summary of Components of Other Intangible Assets, Net | Other intangibles assets, net consisted of the following as of the periods presented: June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Trade names and Trademarks $ 107,000 $ - $ 107,000 $ - CPC Unity System 42,900 29,446 42,900 27,301 Customer relationships 8,700 7,479 7,600 7,376 Covenants not to compete 7,385 3,418 7,515 3,319 $ 165,985 $ 40,343 $ 165,015 $ 37,996 |
Summary of Estimated Amortization Expense | As of June 30, 2021, estimated future amortization expense was as follows: Fiscal Year Ending: 2021 (remaining six months) $ 5,123 2022 5,898 2023 5,516 2024 1,330 2025 343 Thereafter 432 Total estimated future amortization expense $ 18,642 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following for the periods presented: As of June 30, 2021 December 31, 2020 Balance at beginning of period $ 737,415 $ 731,989 Current period acquisitions 18,491 21,467 Current period dispositions - ( 16,191 ) Other provisional adjustments ( 382 ) 150 Balance at end of period $ 755,524 $ 737,415 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company’s long-term debt consisted of the following as of the periods presented: As of June 30, 2021 December 31, 2020 Credit agreement First lien term loan $ 615,401 $ 827,600 Less: debt issuance costs ( 3,352 ) ( 4,849 ) Less: current maturities of debt ( 8,400 ) ( 8,400 ) First lien term loan, net 603,649 814,352 Revolving commitment - - Credit agreement, net $ 603,649 $ 814,352 Second lien credit agreement Second lien term loan $ - $ 242,673 Less: debt issuance costs - ( 2,205 ) Second lien credit agreement, net $ - $ 240,468 Total long-term portion of debt, net $ 603,649 $ 1,054,820 |
Schedule of Annual Maturities of Debt | As of June 30, 2021, annual maturities of debt were as follows: Fiscal Year Ending: 2021 (remaining six months) $ 4,200 2022 8,400 2023 8,400 2024 8,400 2025 8,400 Thereafter 577,601 Total maturities of debt $ 615,401 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities measured at Fair Value on a Recurring Basis | The following table presents financial liabilities which are measured at fair value on a recurring basis as of June 30, 2021: Fair Value Measurements Total Level 1 Level 2 Level 3 Liabilities: Interest rate swap $ 1,056 $ - $ 1,056 $ - The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2020: Fair Value Measurements Total Level 1 Level 2 Level 3 Liabilities: Interest rate swap $ 1,488 $ - $ 1,488 $ - |
Interest Rate Swap (Tables)
Interest Rate Swap (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Interest Rate Cash Flow Hedges [Abstract] | |
Schedule of Interest Rate Swap | As of June 30, 2021, information pertaining to the Swap is as follows: Notional Amount Fair Value Pay-Fixed Receive-Floating Maturity Date $ 547,208 $ 1,056 0.308 % 0.993 % October 20, 2022 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Balance Sheet Information Related to Leases | Balance sheet information related to leases consisted of the following for the periods presented: As of Classification June 30, 2021 December 31, 2020 Assets Operating Operating right of use assets, net $ 696,134 $ 681,538 Finance Property and equipment, net 15,689 16,173 Total lease assets $ 711,823 $ 697,711 Liabilities Current Operating Current maturities of operating lease liability $ 35,545 $ 33,485 Finance Current maturities of finance lease liability 526 495 Long-term Operating Operating lease liability 698,751 685,479 Finance Financing lease liability 15,647 15,917 Total lease liabilities $ 750,469 $ 735,376 |
Summary of Components of Total Lease Cost | Components of total lease cost, net, consisted of the following for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating lease expense (1) $ 19,395 $ 19,568 $ 38,520 $ 39,039 Finance lease expense Amortization of lease assets 243 15 485 31 Interest on lease liabilities 292 23 586 46 Short-term lease expense 15 12 19 23 Variable lease expense (2) 2,564 1,866 6,488 4,975 Total $ 22,509 $ 21,484 $ 46,098 $ 44,114 (1) Operating lease expense includes an immaterial amount of sublease income and is included in other store operating expenses and general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. (2) Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for the Company’s leases of buildings. |
Summary of Supplemental Information of Leases | The following includes supplemental information for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating cash flows from operating leases $ 19,814 $ 18,955 $ 39,341 $ 37,645 Operating cash flows from finance leases $ 292 $ 22 $ 586 $ 46 Financing cash flows from finance leases $ 121 $ 31 $ 240 $ 61 Operating lease liabilities arising from obtaining ROU assets $ 22,421 $ 12,524 $ 32,020 $ 15,525 Finance lease liabilities arising from obtaining ROU assets $ - $ - $ - $ - Weighted-average remaining operating lease term 14.74 15.19 14.74 15.19 Weighted-average remaining finance lease term 17.73 14.92 17.73 14.92 Weighted-average operating lease discount rate 6.40 % 6.25 % 6.40 % 6.25 % Weighted-average finance lease discount rate 7.33 % 8.98 % 7.33 % 8.98 % |
Schedule of Lease Obligation Maturities | As of June 30, 2021, lease obligation maturities were as follows: Fiscal Year Ending: Operating Leases Finance Leases 2021 (remaining six months) $ 40,600 $ 833 2022 81,110 1,683 2023 80,674 1,716 2024 79,804 1,741 2025 79,525 1,766 Thereafter 791,988 23,883 Total future minimum obligations $ 1,153,701 $ 31,622 Less: Present value discount ( 419,405 ) ( 15,449 ) Present value of net future minimum lease obligations $ 734,296 $ 16,173 Less: current portion ( 35,545 ) ( 526 ) Long-term obligations $ 698,751 $ 15,647 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Estimated Grant-date Fair Value of Stock-based Awards Using Black-Scholes Option Pricing Model Assumptions | The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of stock options with service-based vesting conditions granted during the three months ended June 30, 2021: Three Months Ended Expected volatility 44.75 % Risk-free interest rate 1.19 % Expected term (in years) 6.43 Expected dividend yield 0.00 % |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2020: Time Vesting Options Performance Vesting Options Total Number of Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2020 19,958,043 13,341,504 33,299,547 $ 0.78 Granted 3,208,581 747,936 3,956,517 $ 10.24 Exercised ( 2,640,888 ) - ( 2,640,888 ) $ 0.66 Forfeited ( 55,776 ) ( 37,152 ) ( 92,928 ) $ 2.31 Outstanding as of June 30, 2021 20,469,960 14,052,288 34,522,248 $ 1.87 Options vested or expected to vest as of June 30, 2021 19,638,892 14,052,288 33,691,180 $ 0.93 Options exercisable as of June 30, 2021 14,447,398 14,052,288 28,499,686 $ 0.82 |
Schedule of Weighted Average Grant Date Fair Value of Stock Options | The number and weighted-average grant date fair value of stock options during the periods presented is as follows: Number of Stock Options Weighted-Average Time Vesting Options Performance Vesting Options Time Vesting Options Performance Vesting Options Non-vested as of December 31, 2020 3,450,607 13,341,504 $ 0.96 $ 0.59 Non-vested as of June 30, 2021 6,022,562 - $ 3.12 $ - Granted during the period 3,208,581 747,936 $ 5.11 $ 2.26 Vested during the period 580,850 14,052,288 $ 0.89 $ 14.37 Forfeited/canceled during the period 55,776 37,152 $ 0.73 $ 1.27 |
Summary of Restricted Stock Activity | Restricted Stock Units The following table summarizes the Company’s RSU activity since December 31, 2020: Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 - $ - Granted 1,639,868 $ 15.00 Vested ( 7,680 ) $ 15.00 Forfeited - $ - Unvested as of June 30, 2021 1,632,188 $ 15.00 |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense, by caption, recorded in the unaudited condensed consolidated statements of operations and comprehensive loss for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of labor and chemicals $ 31,442 $ - $ 31,442 $ - General and administrative 171,789 398 172,099 785 Total stock-based compensation expense $ 203,231 $ 398 $ 203,541 $ 785 Total stock-based compensation expense, by award type, recorded in the unaudited condensed consolidated statements of operations and comprehensive loss for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Time Vesting Options $ 964 $ 398 $ 1,274 $ 785 Performance Vesting Options 201,985 - 201,985 - RSUs 282 - 282 - Total stock-based compensation expense $ 203,231 $ 398 $ 203,541 $ 785 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of Business Acquisitions | The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Florida (Superwash Express) 5 June The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Florida (Love) 1 January Washington (Bush) 7 September Texas (Soapbox Express) 1 November Florida (Avatar) 1 December |
Schedule of Business Acquisition, Pro Forma Information | The following table presents unaudited supplemental pro forma information for the periods presented as if the business combination had occurred on January 1, 2020, the earliest period presented herein: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenues, net $ 200,540 $ 104,137 $ 379,518 $ 262,130 Net (loss) income $ ( 108,961 ) $ ( 8,218 ) $ ( 82,973 ) $ 1,512 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021USD ($)StateCarWash$ / sharesshares | Dec. 31, 2020shares | |
Nature Of Business [Line Items] | ||
Disposal date of operations | Dec. 31, 2020 | |
Number of states in entity operates | State | 21 | |
Stock split | 96-for-1 | |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock shares issued | 299,210,538 | 264,747,644 |
Proceeds from issuance of common stock pursuant to initial public offering | $ | $ 468,750 | |
Retail Site | ||
Nature Of Business [Line Items] | ||
Number of operating segments | CarWash | 351 | |
Initial Public Offering | ||
Nature Of Business [Line Items] | ||
Common stock shares issued | 43,125,000 | |
Stock, price per share | $ / shares | $ 15 | |
Shares, issued | 31,250,000 | |
Issuance of common stock pursuant to initial public offering , Shares | 11,875,000 | |
Proceeds from issuance of common stock pursuant to initial public offering | $ | $ 468,750 | |
Underwriters | ||
Nature Of Business [Line Items] | ||
Issuance of common stock pursuant to initial public offering , Shares | 5,625,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts | $ 101 | $ 197 | |
Deferred offering costs | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Chemical washing solutions | $ 6,505 | $ 6,490 |
Other | 32 | 52 |
Total inventory, gross | 6,537 | 6,542 |
Reserve for obsolescence | (130) | (127) |
Total inventory, net | $ 6,407 | $ 6,415 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Composition of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue, net | $ 197,080 | $ 101,856 | $ 372,588 | $ 257,108 |
Recognized Over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue, net | 122,362 | 60,009 | 230,630 | 144,545 |
Recognized at a Point in Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue, net | 73,734 | 36,312 | 140,057 | 98,645 |
Other Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue, net | $ 984 | $ 5,535 | $ 1,901 | $ 13,918 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Reconciliations of Numerators and Denominators of Basic and Diluted Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
Net (loss) income | $ (110,300) | $ 24,584 | $ (8,754) | $ 8,860 | $ (85,716) | $ 106 |
Denominator: | ||||||
Weighted-average common shares outstanding - basic | 264,274,968 | 261,742,515 | 263,218,870 | 261,744,966 | ||
Effect of potentially dilutive securities: | ||||||
Weighted-average common shares outstanding - diluted | 264,274,968 | 261,742,515 | 263,218,870 | 273,935,572 | ||
Net (loss) income per share - basic | $ (0.42) | $ (0.03) | $ (0.33) | $ 0 | ||
Net (loss) income per share - diluted | $ (0.42) | $ (0.03) | $ (0.33) | $ 0 | ||
Stock Options | ||||||
Effect of potentially dilutive securities: | ||||||
Stock options | 0 | 0 | 0 | 12,190,606 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Antidilutive Shares Excluded from Computation of Diluted (Loss) Net Income Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 34,522,248 | 2,024,936 | 34,522,248 | 1,916,526 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 1,632,188 | 0 | 1,632,188 | 0 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 437,577 | $ 401,596 |
Less: accumulated depreciation | (157,163) | (138,238) |
Less: accumulated depreciation - finance leases | (809) | (324) |
Property and equipment, net | 279,605 | 263,034 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 23,937 | 28,316 |
Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 57,226 | 55,250 |
Finance Leases [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,497 | 16,497 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 84,263 | 83,561 |
Vehicles and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 153,268 | 143,435 |
Furniture, Fixtures and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 66,758 | 61,350 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 35,628 | $ 13,187 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 10,237 | $ 9,422 | $ 20,208 | $ 18,543 |
Amortization expense | $ 243 | $ 15 | $ 485 | $ 43 |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Summary of Components of Other Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 165,985 | $ 165,015 |
Accumulated Amortization | 40,343 | 37,996 |
Trade names and Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 107,000 | 107,000 |
Accumulated Amortization | 0 | 0 |
C P C Unity System | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,900 | 42,900 |
Accumulated Amortization | 29,446 | 27,301 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,700 | 7,600 |
Accumulated Amortization | 7,479 | 7,376 |
Covenants Not to Compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,385 | 7,515 |
Accumulated Amortization | $ 3,418 | $ 3,319 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Intangible Assets Net Excluding Goodwill [Abstract] | ||||
Amortization of Intangible Assets | $ 1,420 | $ 1,703 | $ 2,857 | $ 3,511 |
Other Intangible Assets, Net _3
Other Intangible Assets, Net - Summary of Estimated Amortization Expense (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Intangible Assets Net Excluding Goodwill [Abstract] | |
2021 (remaining six months) | $ 5,123 |
2022 | 5,898 |
2023 | 5,516 |
2024 | 1,330 |
2025 | 343 |
Financing obligations | 432 |
Total estimated future amortization expense | $ 18,642 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Goodwill Roll Forward | ||
Balance at beginning of period | $ 737,415 | $ 731,989 |
Current period acquisitions | 18,491 | 21,467 |
Current period dispositions | 0 | (16,191) |
Other provisional adjustments | (382) | 150 |
Balance at end of period | $ 755,524 | $ 737,415 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate | 29.69% | 102.04% |
Year to provision for income tax effective tax rate | 24.82% | 32.54% |
Favourable tax impact | $ 56,067 | |
Favourable tax impact 1 | $ 3,608 | |
Federal statutory income tax rate | 35.00% | |
Unrecognized tax benefits | $ 0 | $ 0 |
Increase in tax benefits | 21.00% |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | |||
Term loan | $ 615,401 | ||
Less: current maturities of debt | (8,400) | $ (8,400) | |
Total Long-term portion of debt, net | 603,649 | 1,054,820 | |
Second Lien Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Total Long-term portion of debt, net | $ 5,625 | ||
Senior Notes [Member] | First Lien Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Term loan | 615,401 | 827,600 | |
Less: debt issuance costs | (3,352) | (4,849) | |
Less: current maturities of debt | (8,400) | (8,400) | |
First lien term loan, net | 603,649 | 814,352 | |
Revolving commitment | 0 | 0 | |
Total Long-term portion of debt, net | 603,649 | 814,352 | |
Senior Notes [Member] | Second Lien Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Term loan | 0 | 242,673 | |
Less: debt issuance costs | 0 | (2,205) | |
First lien term loan, net | $ 0 | $ 240,468 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Debt (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (remaining six months) | $ 4,200 |
2022 | 8,400 |
2023 | 8,400 |
2024 | 8,400 |
2025 | 8,400 |
Thereafter | 577,601 |
Total maturities of debt | $ 615,401 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Aug. 21, 2014 | Jun. 30, 2021 | Feb. 28, 2021 | Mar. 31, 2020 | Feb. 29, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||||
Unamortized deferred financing costs | $ 3,866 | $ 3,866 | $ 3,866 | $ 7,494 | ||||||||
Accumulated amortization of deferred financing costs | $ 2,308 | 2,308 | 2,308 | $ 3,057 | ||||||||
Amortization of deferred financing costs | $ 342 | $ 413 | $ 698 | $ 827 | ||||||||
Long-term Debt, Description | Under the Credit Agreement and with respect to the First Lien Term Loan, the Company had the option of selecting either (i) a Base Rate interest rate plus fixed margin of 2.25% or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a fixed margin of 3.25%. | |||||||||||
Debt Instrument, Periodic Payment, Principal | $ 2,000 | $ 2,100 | ||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.10% | 3.10% | 3.10% | 3.40% | ||||||||
Gain (Loss) on Extinguishment of Debt | $ (1,037) | $ (3,183) | $ 0 | $ (3,183) | (1,918) | |||||||
Proceeds from debt borrowings | 0 | $ 45,625 | ||||||||||
Delayed Draw Facility Utilized Amount | 40,000 | |||||||||||
Repayments of Long-term Debt | 190,400 | |||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | 0.50% | ||||||||||
Long Term Debt Noncurrent | 603,649 | $ 603,649 | $ 603,649 | $ 1,054,820 | ||||||||
Standby Letters of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Letter of Credit, Expiration | Any letter of credit issued under the Credit Agreement has an expiration date which is the earlier of (i) no later than 12 months from the date of issuance or (ii) five business days prior to the maturity date of the Revolving Commitment, as amended under Amendment No. 2 to Amended and Restated First Lien Credit Agreement | |||||||||||
Letters of Credit Outstanding, Amount | 306 | 306 | $ 306 | $ 469 | ||||||||
Standby Letters of Credit | 10,000 | 10,000 | 10,000 | |||||||||
Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||||||
Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||||||||||
Delayed Draw Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from debt borrowings | $ 10,000 | $ 30,000 | ||||||||||
First Lien Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Description | The Amended First Lien Credit Agreement changed the interest rate spreads associated with the First Lien Credit Agreement where (i) the variable margin associated with the Base Rate interest rate plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 2.25% to 2.50% to 2.00% to 2.25% and (ii) the variable margin associated with the Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 3.25% to 3.50% to 3.00% to 3.25%. | |||||||||||
Gain (Loss) on Extinguishment of Debt | (1,918) | |||||||||||
First Lien Term Loan | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Revolving Commitment | 150,000 | 150,000 | 150,000 | |||||||||
Second Lien Credit Agreement | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Gain (Loss) on Extinguishment of Debt | (2,059) | |||||||||||
Proceeds from debt borrowings | $ 5,906 | 6,142 | ||||||||||
Repayments of Long-term Debt | 242,673 | |||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||||||
Long Term Debt Noncurrent | $ 5,625 | $ 5,625 | ||||||||||
Accrued Interest Expense | $ 6,050 | |||||||||||
Revolving Credit Facility [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term Debt, Description | Under the Credit Agreement and with respect to the Revolving Commitment, the Company had the option of selecting either (i) a Base Rate interest rate plus a variable margin of 2.50% to 3.00%, based on the Company’s First Lien Net Debt Leverage Ratio, or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a variable margin of 3.50% to 4.00%, based on the Company’s First Lien Net Leverage Ratio. | |||||||||||
Gain (Loss) on Extinguishment of Debt | (87) | |||||||||||
Revolving Commitment | 150,000 | 150,000 | $ 150,000 | $ 75,000 | ||||||||
Revolving Credit Facility [Member] | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum Available Borrowing Capacity | 75,000 | 75,000 | 75,000 | |||||||||
Revolving Credit Facility [Member] | Maximum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum Available Borrowing Capacity | $ 150,000 | $ 150,000 | $ 150,000 | |||||||||
London Interbank Offered Rate (LIBOR) | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||||||
LIBOR Margin | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |||||||||||
Eurodollar | Minimum | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Level 3 | ||
Liabilities: | ||
Liabilities, fair value disclosure | $ 0 | $ 0 |
Interest Rate Swap | ||
Liabilities: | ||
Liabilities, fair value disclosure | 1,056 | 1,488 |
Interest Rate Swap | Level 1 | ||
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Interest Rate Swap | Level 2 | ||
Liabilities: | ||
Liabilities, fair value disclosure | 1,056 | 1,488 |
Interest Rate Swap | Level 3 | ||
Liabilities: | ||
Liabilities, fair value disclosure | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 | $ 0 | $ 0 | |
Fair value, assets, level 2 to level 1 transfers, amount | 0 | 0 | 0 | 0 | |
Fair value, assets transfers into level 3, amount | 0 | 0 | 0 | 0 | |
Fair value, assets transfers out of level 3, amount | 0 | 0 | 0 | 0 | |
Fair value, liabilities, level 1 to level 2 transfers, amount | 0 | 0 | 0 | 0 | |
Fair value, liabilities, level 2 to level 1 transfers, amount | 0 | 0 | 0 | 0 | |
Fair value, liabilities transfers into level 3, amount | 0 | 0 | 0 | 0 | |
Fair value, liabilities transfers out of level 3, amount | 0 | $ 0 | 0 | $ 0 | |
Level 3 | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Assets, fair value disclosure | 0 | 0 | $ 0 | ||
Liabilities, fair value disclosure | $ 0 | $ 0 | $ 0 |
Interest Rate Swap - Additional
Interest Rate Swap - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | May 31, 2020 | |
Derivatives Fair Value [Line Items] | ||||||
Derivative, Notional Amount | $ 547,208 | $ 547,208 | ||||
Interest Rate Swap | Cash Flow Hedging | ||||||
Derivatives Fair Value [Line Items] | ||||||
Other comprehensive loss | 9 | $ 299 | 115 | $ 299 | ||
Interest Rate Swap | Cash Flow Hedging | Accrued Liability | ||||||
Derivatives Fair Value [Line Items] | ||||||
Derivative Liability, Current | 958 | 958 | $ 931 | |||
Interest Rate Swap | Cash Flow Hedging | Long Term Liability | ||||||
Derivatives Fair Value [Line Items] | ||||||
Derivative liability, Non-current | $ 98 | $ 98 | $ 557 | |||
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedging | ||||||
Derivatives Fair Value [Line Items] | ||||||
Derivative, Notional Amount | $ 550,000 |
Interest Rate Swap - Schedule o
Interest Rate Swap - Schedule of Interest Rate Swap (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Interest Rate Cash Flow Hedges [Abstract] | |
Derivative, Notional Amount | $ 547,208 |
Fair Value | $ 1,056 |
Pay-Fixed | 0.308% |
Receive-Floating | 0.993% |
Maturity Date | Oct. 20, 2022 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease right of use assets, net | $ 696,134 | $ 681,538 |
Property and equipment, net | 279,605 | 263,034 |
Total lease assets | 711,823 | 697,711 |
Current | ||
Current maturities of operating lease liability | 35,545 | 33,485 |
Current maturities of finance lease liability | 526 | 495 |
Long-term | ||
Operating lease liability | 698,751 | 685,479 |
Long-term obligations | 15,647 | 15,917 |
Total lease laibilities | 750,469 | 735,376 |
Finance Lease [Member] | ||
Assets | ||
Property and equipment, net | $ 15,689 | $ 16,173 |
Leases - Summary of Components
Leases - Summary of Components of Total Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Leases [Abstract] | |||||
Operating lease expense | [1] | $ 19,395 | $ 19,568 | $ 38,520 | $ 39,039 |
Amortization of lease assets | 243 | 15 | 485 | 31 | |
Interest on lease liabilities | 292 | 23 | 586 | 46 | |
Short-term lease expense | 15 | 12 | 19 | 23 | |
Variable lease expense | [2] | 2,564 | 1,866 | 6,488 | 4,975 |
Total | $ 22,509 | $ 21,484 | $ 46,098 | $ 44,114 | |
[1] | (1) Operating lease expense includes an immaterial amount of sublease income and is included in other store operating expenses and general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss. | ||||
[2] | (2) Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for the Company’s leases of buildings. |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Information of Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating cash flows from operating leases | $ 19,814 | $ 18,955 | $ 39,341 | $ 37,645 |
Operating cash flows from finance leases | 292 | 22 | 586 | 46 |
Financing cash flows from finance leases | 121 | 31 | 240 | 61 |
Operating lease liabilities arising from obtaining ROU assets | 22,421 | 12,524 | 32,020 | 15,525 |
Finance lease liabilities arising from obtaining ROU assets | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted-average remaining operating lease term | 14 years 8 months 26 days | 15 years 2 months 8 days | 14 years 8 months 26 days | 15 years 2 months 8 days |
Weighted-average remaining finance lease term | 17 years 8 months 23 days | 14 years 11 months 1 day | 17 years 8 months 23 days | 14 years 11 months 1 day |
Weighted-average operating lease discount rate | 6.40% | 6.25% | 6.40% | 6.25% |
Weighted-average finance lease discount rate | 7.33% | 8.98% | 7.33% | 8.98% |
Leases - Schedule of Lease Obli
Leases - Schedule of Lease Obligation Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (remaining six months) | $ 40,600 | |
2022 | 81,110 | |
2023 | 80,674 | |
2024 | 79,804 | |
2025 | 79,525 | |
Thereafter | 791,988 | |
Total future minimum obligations | 1,153,701 | |
Less: Present value discount | 419,405 | |
Present value of net future minimum lease obligations | 734,296 | |
Less: current portion | 35,545 | $ 33,485 |
Long-term obligations | 698,751 | 685,479 |
2021 (remaining six months) | 833 | |
2022 | 1,683 | |
2023 | 1,716 | |
2024 | 1,741 | |
2025 | 1,766 | |
Thereafter | 23,883 | |
Total future minimum obligations | 31,622 | |
Less: Present value discount | 15,449 | |
Present value of net future minimum lease obligations | 16,173 | |
Less: current portion | 526 | 495 |
Financing lease liability | $ 15,647 | $ 15,917 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($)TransactionLease | Jun. 30, 2020Transaction | Jun. 30, 2021USD ($)TransactionLease | Jun. 30, 2020USD ($)Transaction | Dec. 31, 2020Lease | |
Lessor Lease Description [Line Items] | |||||
Sale and leaseback transaction, aggregate consideration | $ 42,600 | $ 46,267 | $ 3,805 | ||
Sale leaseback transaction, lease term | 20-year | 20-year | |||
Sale Leaseback Transaction, Description | During the three months ended June 30, 2020, the Company did not complete any sale-leaseback transactions | ||||
Sale and leaseback transaction, gain (loss), net | $ 7,117 | $ 6,846 | (198) | ||
Sale and lease back transaction, annual rent | $ 2,655 | $ 2,882 | $ 248 | ||
Number of sale leaseback transaction | Transaction | 3 | 0 | 4 | 1 | |
Number of Leases | Lease | 11 | 11 | 10 | ||
Minimum [Member] | |||||
Lessor Lease Description [Line Items] | |||||
Lease not yet commenced, term of contract | 5 years | 5 years | 5 years | ||
Maximum [Member] | |||||
Lessor Lease Description [Line Items] | |||||
Lease not yet commenced, term of contract | 20 years | 20 years | 20 years |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - shares | Jun. 30, 2021 | Dec. 31, 2020 |
Stockholders Equity Note [Abstract] | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock shares issued | 299,210,538 | 264,747,644 |
Common stock, shares, outstanding | 296,062,478 | 261,907,622 |
Treasury Stock, Shares | 3,148,060 | 2,840,022 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Feb. 28, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 25, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||||
Common stock, shares, outstanding | 296,062,478 | 296,062,478 | 261,907,622 | |||||
Common stock shares issued | 299,210,538 | 299,210,538 | 264,747,644 | |||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Number of Shares, Granted | 3,956,517 | |||||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 315,051 | |||||||
Outstanding, weighted average remaining contractual term | 5 years 1 month 13 days | |||||||
Unvested Restricted Stock Shares, Granted | 1,639,868 | |||||||
Stock based compensation expense | $ 203,231 | $ 398 | $ 203,541 | $ 785 | ||||
Incremental stock-based compensation expense | $ 7,874,304 | $ 75,217 | 117,708 | |||||
Restricted stock units vested upon grant | $ 165 | $ 165 | ||||||
Stock based compensation expense estimated forfeiture rate. | 6.96% | |||||||
Initial Public Offering | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Issuance of common stock pursuant to initial public offering, Shares | 31,250,000 | |||||||
Common stock shares issued | 43,125,000 | 43,125,000 | ||||||
Time Vesting Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of Shares, Granted | 3,208,581 | |||||||
Weighted average non vested exercise price per share, granted | $ 5.11 | |||||||
Stock based compensation expense | $ 964 | 398 | $ 1,274 | 785 | ||||
Unrecognized compensation expense, total | 15,654 | 15,654 | ||||||
Share based compensation arrangement by share based payment award options total grant date fair value | $ 16,408 | |||||||
Outstanding, weighted average remaining contractual term | 3 years 6 months 25 days | |||||||
Performance Vesting Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of Shares, Granted | 747,936 | |||||||
Weighted average non vested exercise price per share, granted | $ 2.26 | |||||||
Stock based compensation expense | $ 201,985 | 0 | $ 201,985 | 0 | ||||
Share based compensation arrangement by share based payment award options total grant date fair value | 3,895 | |||||||
Performance Vesting Options | Initial Public Offering | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock based compensation expense | $ 0 | |||||||
Restricted Stock Units R S U [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unvested Restricted Stock Shares, Granted | 1,639,868 | 1,639,868 | ||||||
Stock based compensation expense | $ 282 | $ 0 | $ 282 | $ 0 | ||||
Unrecognized compensation expense, total | $ 20,554 | $ 20,554 | ||||||
Outstanding, weighted average remaining contractual term | 3 years 9 months 10 days | |||||||
2021 Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Issuance of common stock pursuant to initial public offering , Shares | 29,800,000 | 29,800,000 | ||||||
2021 Plan [Member] | Initial Public Offering | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of Shares, Granted | 3,726,305 | |||||||
2014 Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Issuance of common stock pursuant to initial public offering , Shares | 256,431 | |||||||
Share based compensation arrangement by share based payment award description | All stock options granted under the 2014 Plan are equity-classified and have a contractual life of ten years. Under the 2014 Plan, 60% of the shares in a grant contain service-based vesting conditions and vest ratably over a five-year period and 40% of the shares in a grant contain performance-based vesting conditions (“Performance Vesting Options”). The condition for the Performance Vesting Options is a change in control or an initial public offering, where (i) 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Target Proceeds at the Measurement Date and (ii) the remaining 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Maximum Amount at the Measurement Date. Principal Stockholders is defined in the 2014 Plan as | |||||||
Two Thousand And Twenty One Employee Stock Purchase Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares reserved for future issuance | 5,000,000 | 5,000,000 | ||||||
Share based compensation arrangement by share based payment award description | The 2021 ESPP provides that the number of shares reserved and available for issuance under the 2021 ESPP will automatically increase on January 1 of each calendar year from January 1, 2022 through January 1, 2031 by an amount equal to the lesser of (i) 0.5% of the outstanding number of shares of common stock on the immediately preceding December 31 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Estimated Grant-date Fair Values of Stock-based Awards Using Black-Scholes Option Pricing Model Assumptions (Details) | 3 Months Ended |
Jun. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Expected votatility | 44.75% |
Risk-free interest rate | 1.19% |
Expected term (in years) | 6 years 5 months 4 days |
Expected dividend yield | 0.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 6 Months Ended | |
Jun. 30, 2021$ / sharesshares | Dec. 31, 2020$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 33,299,547 | |
Number of Shares, Granted | 3,956,517 | |
Number of Shares, Exercised | (2,640,888) | |
Number of Shares, Forfeited | (92,928) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 34,522,248 | |
Number of Shares, Vested and expected to vest as of June 30, 2021 | 33,691,180 | |
Number of shares exercisable as of June 30, 2021 | 28,499,686 | |
Weighted Average Exercise Price Per share, Outstanding | $ / shares | $ 1.87 | $ 0.78 |
Weighted Average Exercise Price Per share, Granted | $ / shares | 10.24 | |
Weighted Average Exercise Price Per share, Exercised | $ / shares | 0.66 | |
Weighted Average Exercise Price Per share, Forfeited | $ / shares | 2.31 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | 1.87 | |
Weighted Average Exercise Price Per share, Vested and expected to vest as of June 30, 2021 | $ / shares | 0.93 | |
Weighted Average Exercise Price Per share, Exercisable as of June 30, 2021 | $ / shares | $ 0.82 | |
Time Vesting Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 19,958,043 | |
Number of Shares, Granted | 3,208,581 | |
Number of Shares, Exercised | (2,640,888) | |
Number of Shares, Forfeited | (55,776) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 20,469,960 | |
Number of Shares, Vested and expected to vest as of June 30, 2021 | 19,638,892 | |
Number of shares exercisable as of June 30, 2021 | 14,447,398 | |
Performance Vesting Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 13,341,504 | |
Number of Shares, Granted | 747,936 | |
Number of Shares, Exercised | 0 | |
Number of Shares, Forfeited | (37,152) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 14,052,288 | |
Number of Shares, Vested and expected to vest as of June 30, 2021 | 14,052,288 | |
Number of shares exercisable as of June 30, 2021 | 14,052,288 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary Of Weighted-Average Grant Date Fair Value Of Stock Options (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Granted | 3,956,517 |
Time Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of non-vested as of December 31, 2020 | 3,450,607 |
Number of non-vested as of June 31, 2021 | 6,022,562 |
Number of Shares, Granted | 3,208,581 |
Number of shares vested | 580,850 |
Number of shares forfeited/canceled | 55,776 |
Weighted average non-vested exercise price as of December 31, 2020 | $ / shares | $ 0.96 |
Weighted average non-vested exercise price as of June 30 2021 | $ / shares | 3.12 |
Weighted average non vested exercise price per share, granted | $ / shares | 5.11 |
Weighted average non vested exercise price per share, vested | $ / shares | 0.89 |
Weighted average non vested exercise price per share, forfeited/canceled | $ / shares | $ 0.73 |
Performance Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of non-vested as of December 31, 2020 | 13,341,504 |
Number of non-vested as of June 31, 2021 | 0 |
Number of Shares, Granted | 747,936 |
Number of shares vested | 14,052,288 |
Number of shares forfeited/canceled | 37,152 |
Weighted average non-vested exercise price as of December 31, 2020 | $ / shares | $ 0.59 |
Weighted average non-vested exercise price as of June 30 2021 | $ / shares | 0 |
Weighted average non vested exercise price per share, granted | $ / shares | 2.26 |
Weighted average non vested exercise price per share, vested | $ / shares | 14.37 |
Weighted average non vested exercise price per share, forfeited/canceled | $ / shares | $ 1.27 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Unvested Restricted Stock Shares, Beginning Balance | shares | 0 |
Unvested Restricted Stock Shares, Granted | shares | 1,639,868 |
Unvested Restricted Stock Shares, Vested | shares | (7,680) |
Unvested Restricted Stock Shares, Forfeited | shares | 0 |
Unvested Restricted Stock Shares, Ending Balance | shares | 1,632,188 |
Unvested Restricted Stock Weighted-average grant date fair value per share Beginning Balance | $ / shares | $ 0 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Granted] | $ / shares | 15 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Vested] | $ / shares | 15 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Forfeited] | $ / shares | 0 |
Unvested Restricted Stock Weighted-average grant date fair value per share Ending Balance | $ / shares | $ 15 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 203,231 | $ 398 | $ 203,541 | $ 785 |
Cost of Labor and Chemicals [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 31,442 | 0 | 31,442 | 0 |
General and Administrative [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 171,789 | 398 | 172,099 | 785 |
Time Vesting Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 964 | 398 | 1,274 | 785 |
Performance Vesting Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 201,985 | 0 | 201,985 | 0 |
Restricted Stock Units R S U [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 282 | $ 0 | $ 282 | $ 0 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)CarWash | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($)CarWash | Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | ||||||
Acquisition costs | $ 94 | $ 86 | $ 243 | $ 139 | ||
Goodwill acquired | 1,082 | $ 5,312 | ||||
Goodwill | 755,524 | 755,524 | 737,415 | $ 731,989 | ||
Two Thousand Twenty Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | 33,584 | |||||
Goodwill | 21,467 | |||||
Property and equipment | 9,463 | |||||
Intangible assets related to covenants not to compete | 830 | |||||
Other assets and liabilities | $ 1,824 | |||||
Two Thousand Twenty One Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | 44,700 | |||||
Goodwill | 18,491 | 18,491 | ||||
Property and equipment | 24,523 | $ 24,523 | ||||
Retail Site | Two Thousand Twenty Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of car washes | CarWash | 10 | |||||
Retail Site | Two Thousand Twenty One Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of car washes | CarWash | 5 | |||||
Customer Relationships | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average amortization period intangible assets acquired | 7 years | |||||
Customer Relationships | Two Thousand Twenty One Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets related to covenants not to compete | 1,100 | $ 1,100 | ||||
Noncompete Agreements | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average amortization period intangible assets acquired | 5 years | |||||
Noncompete Agreements | Two Thousand Twenty One Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets related to covenants not to compete | 380 | $ 380 | ||||
Other assets and liabilities | $ 165 | $ 165 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions (Details) - Retail Site - CarWash | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2020 | Nov. 30, 2020 | Sep. 30, 2020 | Jan. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | |
Two Thousand Twenty Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of car washes | 10 | |||||
Two Thousand Twenty One Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of car washes | 5 | |||||
FLORIDA | Two Thousand Twenty Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of car washes | 1 | 1 | ||||
FLORIDA | Two Thousand Twenty One Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of car washes | 5 | |||||
WASHINGTON | Two Thousand Twenty Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of car washes | 7 | |||||
TEXAS | Two Thousand Twenty Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Number of car washes | 1 |
Business Combinations - Sched_2
Business Combinations - Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Combinations [Abstract] | ||||
Revenues, net | $ 200,540 | $ 104,137 | $ 379,518 | $ 262,130 |
Net income (loss) | $ (108,961) | $ (8,218) | $ (82,973) | $ 1,512 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||||||
Long-term portion of debt, net | $ 603,649 | $ 603,649 | $ 1,054,820 | |||
Second Lien Credit Agreement | ||||||
Related Party Transaction [Line Items] | ||||||
Long-term portion of debt, net | $ 5,625 | |||||
Principal Owner [Member] | Senior Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Long-term portion of debt, net | 5,625 | 5,625 | ||||
Principal Owner [Member] | General and Administrative [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total fee and expenses paid by company | $ 250 | $ 0 | $ 500 | $ 250 | ||
Principal Owner [Member] | General and Administrative [Member] | Investment Advisory, Management and Administrative Service [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total fee and expenses paid by company | $ 1,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Loss contingency, amount of insurance-related assessment liability, payment period | one year | |
Other Accrued Expenses [Member] | ||
Loss contingency, amount of insurance-related assessment accrued liability | $ 2,576 | $ 2,467 |
Environmental remediation expense | 73 | |
Account Receivables, Net [Member] | ||
Loss contingency, receivable, current | $ 1,971 | $ 2,052 |