Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
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 | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-40542 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1393909 | |
Entity Address, Address Line One | 222 E. 5th Street | |
Entity Address, City or Town | Tucson | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85705 | |
City Area Code | 520 | |
Local Phone Number | 615-4000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock Shares Outstanding | 304,292,739 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 37,724 | $ 19,738 |
Restricted cash | 45 | 120 |
Accounts receivable, net | 2,291 | 1,090 |
Other receivables | 14,343 | 22,796 |
Inventory, net | 7,102 | 6,334 |
Prepaid expenses and other current assets | 14,312 | 8,766 |
Total current assets | 75,817 | 58,844 |
Property and equipment, net | 521,874 | 472,448 |
Operating lease right of use assets, net | 727,107 | 718,533 |
Other intangible assets, net | 127,110 | 129,820 |
Goodwill | 1,100,963 | 1,060,221 |
Other assets | 8,090 | 8,236 |
Total assets | 2,560,961 | 2,448,102 |
Current liabilities: | ||
Accounts payable | 25,512 | 27,346 |
Accrued payroll and related expenses | 15,000 | 16,963 |
Other accrued expenses | 26,822 | 20,201 |
Current maturities of operating lease liability | 38,548 | 37,345 |
Current maturities of finance lease liability | 628 | 559 |
Deferred revenue | 29,353 | 27,815 |
Total current liabilities | 135,863 | 130,229 |
Long-term portion of debt, net | 895,027 | 896,336 |
Operating lease liability | 722,941 | 717,552 |
Financing lease liability | 15,123 | 15,359 |
Long-term deferred tax liability | 37,183 | 22,603 |
Other long-term liabilities | 7,418 | 8,871 |
Total liabilities | 1,813,555 | 1,790,950 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 301,607,178 and 300,120,451 shares outstanding as of March 31, 2022 and December 31, 2021, respectively | 3,045 | 3,007 |
Additional paid-in capital | 769,242 | 752,343 |
Accumulated other comprehensive income | 2,395 | 225 |
Accumulated deficit | (27,276) | (98,423) |
Total stockholders’ equity | 747,406 | 657,152 |
Total liabilities and stockholders’ equity | $ 2,560,961 | $ 2,448,102 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 | 303,917,168 | 300,120,451 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenues | $ 225,159 | $ 197,080 | $ 444,578 | $ 372,588 |
Cost of labor and chemicals | 69,351 | 87,864 | 134,889 | 139,613 |
Other store operating expenses | 79,029 | 65,363 | 156,830 | 126,446 |
General and administrative | 25,610 | 188,896 | 49,297 | 203,857 |
Gain on sale of assets | (3,146) | (7,097) | (2,687) | (6,307) |
Total costs and expenses | 170,844 | 335,026 | 338,329 | 463,609 |
Operating income (Loss) | 54,315 | (137,946) | 106,249 | (91,021) |
Other expense: | ||||
Interest expense, net | 8,762 | 13,740 | 16,928 | 27,699 |
Loss on extinguishment of debt | 0 | 3,183 | 0 | 3,183 |
Total other expense | 8,762 | 16,923 | 16,928 | 30,882 |
Income before taxes | 45,553 | (154,869) | 89,321 | (121,903) |
Income tax provision (benefit) | 9,894 | (44,569) | 18,174 | (36,187) |
Net income | 35,659 | (110,300) | 71,147 | (85,716) |
Other comprehensive income, net of tax: | ||||
Gain on interest rate swap | 301 | 28 | 2,170 | 347 |
Total comprehensive income | $ 35,960 | $ (110,272) | $ 73,317 | $ (85,369) |
Net income per share: | ||||
Basic | $ 0.12 | $ (0.42) | $ 0.24 | $ (0.33) |
Diluted | $ 0.11 | $ (0.42) | $ 0.22 | $ (0.33) |
Weighted-average common shares outstanding: | ||||
Basic | 302,666,291 | 264,274,968 | 301,803,664 | 263,218,870 |
Diluted | 327,229,531 | 264,274,968 | 328,205,776 | 263,218,870 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income | Accumulated Deficit |
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 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 | ||||
Gain 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, Shares | 31,250,000 | ||||
Issuance of common stock pursuant to initial public offering | 439,556 | $ 313 | 439,243 | ||
Stock-based compensation expense | 203,231 | 203,231 | |||
Vesting of restructed 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 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 | ||||
Beginning Balance at Dec. 31, 2021 | 657,152 | $ 3,007 | 752,343 | 225 | (98,423) |
Beginning Balance , Shares at Dec. 31, 2021 | 300,120,451 | ||||
Stock-based compensation expense | 5,519 | 5,519 | |||
Exercise of stock options | 1,326 | $ 15 | 1,311 | ||
Exercise of stock options , Shares | 1,486,727 | ||||
Gain on interest rate swap | 1,869 | 1,869 | |||
Net income (loss) | 35,488 | 35,488 | |||
Ending Balance at Mar. 31, 2022 | 701,354 | $ 3,022 | 759,173 | 2,094 | (62,935) |
Ending Balance , Shares at Mar. 31, 2022 | 301,607,178 | ||||
Beginning Balance at Dec. 31, 2021 | $ 657,152 | $ 3,007 | 752,343 | 225 | (98,423) |
Beginning Balance , Shares at Dec. 31, 2021 | 300,120,451 | ||||
Exercise of stock options , Shares | 3,088,342 | ||||
Gain on interest rate swap | $ 2,170 | ||||
Net income (loss) | 71,147 | ||||
Ending Balance at Jun. 30, 2022 | 747,406 | $ 3,045 | 769,242 | 2,395 | (27,276) |
Ending Balance , Shares at Jun. 30, 2022 | 303,917,168 | ||||
Beginning Balance at Mar. 31, 2022 | 701,354 | $ 3,022 | 759,173 | 2,094 | (62,935) |
Beginning Balance , Shares at Mar. 31, 2022 | 301,607,178 | ||||
Stock-based compensation expense | 5,979 | 5,979 | |||
Issuance of common stuck under employee plans, Shares | 251,003 | ||||
Issuance of common stuck under employee plans | 2,417 | $ 2 | 2,415 | ||
Vesting of restructed stock units | $ 5 | (5) | |||
Vesting of restructed stock units, Shares | 457,372 | ||||
Exercise of stock options | 1,696 | $ 16 | 1,680 | ||
Exercise of stock options , Shares | 1,601,615 | ||||
Gain on interest rate swap | 301 | 301 | |||
Net income (loss) | 35,659 | 35,659 | |||
Ending Balance at Jun. 30, 2022 | $ 747,406 | $ 3,045 | $ 769,242 | $ 2,395 | $ (27,276) |
Ending Balance , Shares at Jun. 30, 2022 | 303,917,168 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Thousands | 3 Months Ended |
Jun. 30, 2021 USD ($) | |
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, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 71,147 | $ (85,716) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization expense | 30,081 | 23,550 |
Stock-based compensation expense | 11,498 | 203,541 |
Gain on sale of assets | (2,687) | (6,307) |
Loss on extinguishment of debt | 0 | 3,183 |
Amortization of deferred financing costs | 842 | 698 |
Non-cash lease expense | 19,433 | 17,182 |
Deferred income tax | 13,983 | (38,440) |
Changes in assets and liabilities: | ||
Accounts receivable, net | (1,017) | (1,783) |
Other receivables | 8,455 | (1,998) |
Inventory, net | (692) | 41 |
Prepaid expenses and other current assets | (3,129) | (2,196) |
Accounts payable | 6,137 | 14,926 |
Accrued expenses | (1,119) | 8,614 |
Deferred revenue | 1,416 | 1,838 |
Operating lease liability | (18,374) | (16,446) |
Other noncurrent assets and liabilities | (1,359) | (1,012) |
Net cash provided by operating activities | 134,615 | 119,675 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (76,399) | (44,194) |
Acquisition of car wash operations, net of cash | (47,039) | (44,652) |
Proceeds from sale of property and equipment | 3,672 | 22,201 |
Net cash used in investing activities | (119,766) | (66,645) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock pursuant to initial public offering | 0 | 468,750 |
Proceeds from issuance of common stock under employee plans | 5,436 | 121 |
Payments for repurchases of common stock | 0 | (308) |
Tax withholding received on behalf of employees for secondary public offering | 0 | 14,874 |
Tax withholdings paid on behalf of employees for secondary public offering | 0 | (14,874) |
Payments on debt borrowings | (2,100) | (454,872) |
Payments of debt extinguishment costs | 0 | (28) |
Payments of deferred debt issuance costs | 0 | (226) |
Principal payments on finance lease obligations | (274) | (240) |
Payments of issuance costs pursuant to initial public offering | 0 | (25,761) |
Net cash (used in) provided by financing activities | 3,062 | (12,564) |
Net change in cash and cash equivalents, and restricted cash during period | 17,911 | 40,466 |
Cash and cash equivalents, and restricted cash at beginning of period | 19,858 | 117,874 |
Cash and cash equivalents, and restricted cash at end of period | 37,769 | 158,340 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 16,134 | 27,577 |
Cash paid for income taxes | 1,791 | 5,594 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment in accounts payable | 9,182 | 8,782 |
Property and equipment accrued in other accrued expenses | 5,687 | |
Proceeds from issuance of common stock under employee plans in other receivables | 2 | 0 |
Deferred offering costs in accounts payable and other accrued expenses | $ 0 | $ 3,433 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2022 | |
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 provider of conveyorized car wash services. The Company primarily operates Express Exterior Locations, which offers express exterior cleaning services along with free vacuum services, and interior cleaning services at select locations. As of June 30, 2022 , the Company operated 409 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 effective 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, 2022, including share and per share amounts, include the effects of the IPO. Secondary Public Offering In August 2021, the Company completed a secondary public offering of 12,000,000 shares of common stock sold by 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. 333-258186), filed with the SEC pursuant to Rule 424(b)(5) on August 24, 2021. T he Company did not receive any proceeds from the sale of shares by the selling stockholders, and the Company incurred $ 498 of expenses in connection with the secondary public offering, which were recorded in general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 and for the three and six months ended June 30, 2022 and 2021 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, 2021 included in the 2021 10-K. 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, 2022, consolidated results of operations and comprehensive income for the three and six months ended June 30, 2022 and 2021, and consolidated cash flows for the six months ended June 30, 2022 and 2021. Such adjustments are of a normal and recurring nature. The consolidated results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the consolidated results of operations that may be expected for the year ending December 31, 2022. 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 $ 93 a nd $ 70 as of June 30, 2022 and December 31, 2021, respectively. The activity in the allowance for doubtful accounts was immaterial for the three and six months ended June 30, 2022 and 2021 . Other Receivables Other receivables consisted of the following for the periods presented: As of June 30, 2022 December 31, 2021 Payroll tax withholding and exercise proceeds receivable $ 4 $ 8,477 Construction receivable 7,643 5,574 Income tax receivable 2,535 4,935 Insurance receivable 2,653 2,594 Other 1,508 1,216 Total other receivables $ 14,343 $ 22,796 Inventory, Net Inventory consisted of the following for the periods presented: As of June 30, 2022 December 31, 2021 Chemical washing solutions $ 7,248 $ 6,406 Other - 52 Total inventory, gross 7,248 6,458 Reserve for obsolescence ( 146 ) ( 124 ) Total inventory, net $ 7,102 $ 6,334 The activity in the reserve for obsolescence was immaterial for the three and six months ended June 30, 2022 and 2021 . Revenue Recognition The following table summarizes the composition of the Company’s net revenues for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Recognized over time $ 149,062 $ 122,362 $ 289,936 $ 230,630 Recognized at a point in time 75,822 73,734 153,830 140,057 Other revenue 275 984 812 1,901 Net revenues $ 225,159 $ 197,080 $ 444,578 $ 372,588 Net Income (loss) Per Share Basic net income (loss) per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net 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, vesting of restricted stock units, and stock purchase rights granted under an employee stock purchase plan. Potentially dilutive securities are excluded from the computation of diluted net income per share if their effect is antidilutive. Reconciliations of the numerators and denominators of the basic and diluted net income per share calculations for the periods presented are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 35,659 $ ( 110,300 ) $ 71,147 $ ( 85,716 ) Denominator: Weighted-average common shares outstanding - basic 302,666,291 264,274,968 301,803,664 263,218,870 Effect of potentially dilutive securities: Stock options 23,912,934 - 25,461,476 - Restricted stock units 648,060 - 939,513 - Employee stock purchase plan 2,246 - 1,123 - Weighted-average common shares outstanding - diluted 327,229,531 264,274,968 328,205,776 263,218,870 Net income (loss) per share - basic $ 0.12 $ ( 0.42 ) $ 0.24 $ ( 0.33 ) Net income (loss) per share - diluted $ 0.11 $ ( 0.42 ) $ 0.22 $ ( 0.33 ) The following potentially dilutive shares were excluded from the computation of diluted net income per share for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options 2,139,197 34,522,248 2,090,169 34,522,248 Restricted stock units 166,672 1,632,188 83,336 1,632,188 Employee stock purchase plan 96,212 - 48,106 - 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, 2022 and December 31, 2021 , there were no deferred offering costs capitalized. Prior Period Reclassification Certain prior period amounts related to other receivables within accounts receivable, net and prepaid expenses and other current assets in the accompanying unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation. There was no change to prior period current or total assets. 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 consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). The guidance improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and certain inconsistencies in application. Under current U.S. GAAP, an acquirer generally recognizes contract assets acquired and liabilities assumed in a business combination at fair value on the acquisition date. The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606 as if it had originated the contracts. The amendments in this update will be effective for the Company beginning January 1, 2023, and interim periods thereafter . Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effect that ASU No. 2021-08 will have on its consolidated financial statements and related disclosures. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 3. Property and Equipment, Net Property and equipment, net consisted of the following for the periods presented : As of June 30, 2022 December 31, 2021 Land $ 93,717 $ 81,911 Buildings and improvements 191,580 171,540 Finance leases 16,604 16,497 Leasehold improvements 100,138 92,821 Vehicles and equipment 199,878 188,053 Furniture, fixtures and equipment 79,369 73,213 Construction in progress 43,087 24,724 Property and equipment, gross 724,373 648,759 Less: accumulated depreciation ( 200,717 ) ( 175,017 ) Less: accumulated depreciation - finance leases ( 1,782 ) ( 1,294 ) Property and equipment, net $ 521,874 $ 472,448 For the three months ended June 30, 2022 and 2021, depreciation expense was $ 13,198 and $ 10,237 , respectively. For the six months ended June 30, 2022 and 2021, depreciation expense was $ 26,132 and $ 20,208 , respectively. For the three months ended June 30, 2022 and 2021, amortization expense on finance leases was $ 246 and $ 243 , respectively. For the six months ended June 30, 2022 and 2021, amortization expense on finance leases was $ 489 and $ 485 , resp ectively. |
Other Intangible Assets, Net
Other Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Other Intangible Assets, Net | 4. Other Intangible Assets, Net Other intangibles assets, net consisted of the following as of the periods presented: June 30, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Trade names and trademarks $ 107,200 $ 175 $ 107,200 $ - CPC Unity System 42,900 33,736 42,900 31,591 Customer relationships 11,800 7,842 11,800 7,584 Covenants not to compete 11,825 4,862 11,075 3,980 $ 173,725 $ 46,615 $ 172,975 $ 43,155 For the three months ended June 30, 2022 and 2021, amortization expense associated with the Company’s finite-lived intangible assets was $ 1,692 and $ 1,420 , respectively. For the six months ended June 30, 2022 and 2021, amortization expense associated with the Company’s finite-lived intangible assets was $ 3,460 and $ 2,857 , respectively. As of June 30, 2022, estimated future amortization expense was as follows: Fiscal Year Ending: 2022 (remaining six months) $ 3,932 2023 6,868 2024 4,926 2025 1,467 2026 1,400 Thereafter 1,317 Total estimated future amortization expense $ 19,910 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill Goodwill consisted of the following for the periods presented: As of June 30, 2022 December 31, 2021 Balance at beginning of period $ 1,060,221 $ 737,415 Current period acquisitions 50,851 323,477 Other provisional adjustments ( 10,109 ) ( 671 ) Balance at end of period $ 1,100,963 $ 1,060,221 Goodwill is generally deductible for tax purposes, except for the portion related to purchase accounting step-up goodwill. |
Other Accrued Expenses
Other Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Other Accrued Expenses | 6. Other Accrued Expenses Other accrued expenses consisted of the following for the periods presented: As of June 30, 2022 December 31, 2021 Utilities $ 5,370 $ 4,274 Accrued other tax expense 7,860 8,088 Insurance expense 3,335 3,200 Other 10,257 4,639 Total other accrued expenses $ 26,822 $ 20,201 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The effective income tax rates on continuing operations for the six months ended June 30, 2022 and 2021 were 20.35 % a nd 29.69 %, 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, 2022 included taxes on earnings at an anticipated annual effective tax rate of 26.78 % and a net, favorable tax impact of $ 5,744 related primarily to discrete tax benefits originating from stock options exercised during the six months ended June 30, 2022. 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 six months ended June 30, 2021. For the six months ended June 30, 2022 and 2021 , the Company did no t record any unrecognized tax benefits or interest and penalties related to any uncertain tax positions. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt The Company’s long-term debt consisted of the following as of the periods presented: As of June 30, 2022 December 31, 2021 Credit agreement First lien term loan $ 901,201 $ 903,301 Less: unamortized discount and debt issuance costs ( 6,174 ) ( 6,965 ) First lien term loan, net 895,027 896,336 Total long-term portion of debt, net $ 895,027 $ 896,336 As of June 30, 2022, annual maturities of debt were as follows: Fiscal Year Ending: 2022 (remaining six months) $ - 2023 - 2024 - 2025 - 2026 901,201 Thereafter - Total maturities of debt $ 901,201 As of June 30, 2022 and December 31, 2021, unamortized debt issuance costs, including those associated with the Company's Revolving Commitment (as defined below), were $ 6,584 and $ 7,427 , respectively, and accumulated amortization of debt issuance costs was $ 3,590 and $ 2,748 , respectively. For the three months ended June 30, 2022 and 2021, the amortization of deferred debt issuance costs in interest expense, net in the unaudited condensed consolidated statements of operations and comprehensive income was approximately $ 423 and $ 342 , respectively. For the six months ended June 30, 2022 and 2021, the amortization of deferred debt issuance costs in interest expense, net in the unaudited condensed consolidated statements of operations and comprehensive income was approximately $ 842 and $ 698 . 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 (“Amendment No. 1”) which amended the Amended and Restated First Lien Credit Agreement entered into in May 2019 (the “A&R First Lien Credit Agreement”). Amendment No. 1 changed the interest rate spreads associated with the A&R 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 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 debt issuance costs as a loss on extinguishment of debt in the unaudited condensed consolidated statements of operations and comprehensive income. The early prepayment resulted in the elimination of required quarterly amortization principal payments through 2026. In December 2021, in connection with the Clean Streak Ventures acquisition, the Company entered into Amendment No. 3 to Amended and Restated First Lien Credit Agreement (“Amendment No. 3”) which amended and restated the A&R First Lien Credit Agreement, as previously amended. Under the terms of Amendment No. 3, the previous First Lien Term Loan was increased by $ 290,000 to $ 903,301 with the balance due on May 14, 2026. The incremental increase in aggregate principal of $290,000 resulted in $ 285,962 of proceeds net of discount and deferred debt issuance costs. As of June 30, 2022 and December 31, 2021, the amount outstanding under the First Lien Term Loan was $ 901,201 and $ 903,301 , respectively. As of June 30, 2022 and December 31, 2021, the interest rate on the First Lien Term Loan wa s 4.67 % a nd 3.10 %, respectively. The A&R First Lien Credit Agreement, as amended (the “Amended A&R First Lien Credit Agreement”), requires the Company to maintain compliance with a First Lien Net Leverage Ratio. As of June 30, 2022, the Company was in compliance with the First Lien Net Leverage Ratio financial covenant of the Amended A&R First Lien Credit Agreement. Revolving Credit Agreement In June 2021, the Company entered into Amendment No. 2 to the Amended and Restated First Lien Credit Agreement ( “ Amendment No. 2”) 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 Amendment No. 2, the Company expensed $ 87 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the unaudited condensed consolidated statements of operations and comprehensive income . As of June 30, 2022 and December 31, 2021 , there were no amounts outstanding under the Revolving Commitment. The maximum available borrowing capacity under the Revolving Commitment is reduced by outstanding letters of credit under the Revolving Commitment. As of June 30, 2022 and December 31, 2021, the available borrowing capacity under the Revolving Commitment was $ 148,991 and $ 149,503 , 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, 2022 and December 31, 2021, the unused commitment fee was 0.25 % . Standby Letters of Credit As of June 30, 2022 , the Company has a letter of credit sublimit of $ 10,000 under the Revolving Commitment, provided that the total utilization of revolving commitments under the Revolving Commitment does not exceed $ 150,000 . 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 . Letters of credit under the Revolving Commitment reduce the maximum available borrowing capacity under the Revolving Commitment. As of June 30, 2022 and December 31, 2021, the amounts associated with outstanding letters of credit were $ 1,009 an d $ 497 , respectively, and unused letters of credit under the Revolving Commitment wer e $ 8,991 and $ 9,503 , respectively. Second Lien Credit Agreement In June 2021, the Company made a voluntary prepayment of all outstanding borrowings under the second lien term loan (the “Second Lien Term Loan”) pursuant to the Second Lien Credit Agreement entered into May 2019, as amended by the First Amendment to Second Lien Credit Agreement in March 2020 (the “Amended Second Lien Credit Agreement”) 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 debt issuance costs as a loss on extinguishment of debt in the unaudited condensed consolidated statements of operations and comprehensive income. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements The following table presents financial liabilities which are measured at fair value on a recurring basis as of June 30, 2022: Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Interest rate swap $ 3,375 $ - $ 3,375 $ - Liabilities: Contingent Consideration $ 5,750 $ - $ - $ 5,750 The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2021: Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Interest rate swap $ 268 $ - $ 268 $ - Liabilities: Contingent Consideration $ 5,750 $ - $ - $ 5,750 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 10 Interest Rate Swap for additional information on the interest rate swap. As of June 30, 2 0 22 and December 31, 2 0 21 , the fair value of the Company’s First Lien Term Loan approximated its carrying value due to the debt’s variable interest rate terms . The Company recognized a Level 3 contingent consideration liability in connection with the Downtowner Car Wash acquisition in December 2021. The Company measured its contingent consideration liability using Level 3 unobservable inputs. The contingent consideration liability is associated with the achievement of certain targets and is estimated at each balance sheet date by considering among other factors, results of completed periods and the Company's most recent financial projection for future periods subject to earn-out payments. There are two components to the contingent consideration: a payment when the Company obtains the certificate of occupancy for the car wash and opens to the public in 2023 and an annual payment based on certain financial metrics of the business. A change in the forecasted revenue or projected opening dates could result in a significantly lower or higher fair value measurement. The Company determined that there were no significant changes to the unobservable inputs that would have resulted in a change in fair value of this contingent consideration liability at June 30, 2022. During the three and six months ended June 30, 2 0 22 and 2 0 21 , there were no transfers between fair value measurement levels. |
Interest Rate Swap
Interest Rate Swap | 6 Months Ended |
Jun. 30, 2022 | |
Interest Rate Cash Flow Hedges [Abstract] | |
Interest Rate Swap | 10. 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, 2022, information pertaining to the Swap was as follows: Notional Amount Fair Value Pay-Fixed Receive-Floating Maturity Date $ 541,624 $ 3,375 0.308 % 1.60 % October 20, 2022 As of June 30, 2022 and December 31, 2021, the fair value of the Swap was $ 3,375 and $ 268 , respectively, and is reported as a debit balance as a result of floating interest rates above fixed interest rates, and is included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets. For the three months ended June 30, 2022 and 2021, amounts reported in other comprehensive income in the accompanying unaudited condensed consolidated statements of operations and comprehensive income are net of tax of $ 100 and $ 9 , respectively. For the six months ended June 30, 2022 and 2021, amounts reported in other comprehensive income in the accompanying unaudited condensed consolidated statements of operations and comprehensive income are net of tax of $ 725 a nd $ 115 , resp ectively |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 11. Leases Balance sheet information related to leases consisted of the following for the periods presented: As of Classification June 30, 2022 December 31, 2021 Assets Operating Operating lease right of use assets, net $ 727,107 $ 718,533 Finance Property and equipment, net 14,822 15,204 Total lease assets $ 741,929 $ 733,737 Liabilities Current Operating Current maturities of operating lease liability $ 38,548 $ 37,345 Finance Current maturities of finance lease liability 628 559 Long-term Operating Operating lease liability 722,941 717,552 Finance Financing lease liability 15,123 15,359 Total lease liabilities $ 777,240 $ 770,815 Components of total lease cost, net, consisted of the following for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease expense (1) $ 21,653 $ 19,395 $ 42,857 $ 38,520 Finance lease expense Amortization of lease assets 246 243 $ 488 485 Interest on lease liabilities 283 292 $ 568 586 Short-term lease expense 8 15 $ 16 19 Variable lease expense (2) 2,488 2,564 $ 7,629 6,488 Total $ 24,678 $ 22,509 $ 51,558 $ 46,098 (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 income. (2) Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for the Company’s leases of land and buildings and is included in other store operating expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. The following includes supplemental information for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating cash flows from operating leases $ 21,881 $ 19,814 $ 43,342 $ 39,341 Operating cash flows from finance leases $ 283 $ 292 $ 568 $ 586 Financing cash flows from finance leases $ 139 $ 121 $ 274 $ 240 Operating lease liabilities arising from obtaining ROU assets $ 20,193 $ 22,421 $ 28,011 $ 32,020 Finance lease liabilities arising from obtaining ROU assets $ 103 $ - $ 103 $ - Weighted-average remaining operating lease term 14.18 14.74 14.18 14.74 Weighted-average remaining finance lease term 16.78 17.73 16.78 17.73 Weighted-average operating lease discount rate 6.83 % 6.40 % 6.83 % 6.40 % Weighted-average finance lease discount rate 7.33 % 7.33 % 7.33 % 7.33 % As of June 30, 2022, lease obligation maturities were as follows: Fiscal Year Ending: Operating Leases Finance Leases 2022 (remaining six months) $ 44,088 $ 865 2023 88,110 1,754 2024 87,605 1,780 2025 87,341 1,786 2026 86,307 1,792 Thereafter 817,819 22,090 Total future minimum obligations $ 1,211,270 $ 30,067 Less: Present value discount ( 449,781 ) ( 14,316 ) Present value of net future minimum lease obligations $ 761,489 $ 15,751 Less: current portion ( 38,548 ) ( 628 ) Long-term obligations $ 722,941 $ 15,123 Forward-Starting Leases As of June 30, 2022, the Company entered int o eight leases th at had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in the remainder of 2022, or in 2023 or 2024 with initial lease terms of 15 to 20 years . As of December 31, 2021 , the Company entered into eight leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in the remainder of 2022 or in 2023 with initial lease terms of five to 20 years . Sale-Leaseback Transactions During the three and six months ended June 30, 2022, the Company completed one sale-leaseback transaction related to its car wash locations for $ 3,800 , resulting in a ne t gain of $ 3,203 , wh ich was included in gain on sale of assets in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. During the three months ended June 30, 2021 , the Company completed three sale-leaseback transaction related to its car wash locations with aggregate consideration of $ 46,200 , resulting in a net gain of $ 7,117 , which was included in loss on sale of assets in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. Contemporaneously with the closing of this sale, the Company entered into a lease agreement for the land and buildings for an initial 20-year term. For the sale-leaseback transaction consummated in the three months ended June 30, 2021 , the cumulative initial annual rent was approximately $ 2,655 , subject to annual escalations. These leases are accounted for as operating leases. During the six months ended June 30, 2021 , the Company completed four sale-leaseback transactions related to its car wash locations, with aggregate consideration of $ 46,267 , resulting in a net gain of $ 6,846 , which are included in gain 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 rent was approximately $ 2,882 , subject to annual escalations. These leases are accounted for as operating leases. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity As of June 30, 2022 , there were 1,000,000,000 shares of common stock authorized , 307,091,395 shares of common stock issued, and 303,917,168 sh ares of common stock outstanding. As of June 30, 2022, there were 5,000,000 shares of preferred stock authorized and none were issued or outstanding. As of December 31, 2021 , there were 1,000,000,000 shares of common stock authorized, 303,294,678 shares of common stock issued, and 300,120,451 shares of common stock outstanding. As of June 30, 2022, and December 31, 2021, the Company had 3,174,227 shares of treasury stock. As of June 30, 2022 and December 31, 2021, the cost of treasury stock included in additional paid-in capital in the accompanying unaudited condensed consolidated balance sheets was $ 6,091 . |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 13. 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 ended 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. The number of shares reserved and available for issuance under the 2021 ESPP as of January 1, 2022 is 6,057,993 . Share-Based Payment 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 grant date fair value of stock purchase rights granted under the 2021 ESPP is determined using the Black-Scholes option-pricing model. 2021 ESPP Valuation 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 purchase rights granted under the 2021 ESPP during the periods presented: Six Months Ended June 30, 2022 Expected volatility 34.33 % - 52.72 % Risk-free interest rate 0.07 % - 1.54 % Expected term (in years) 0.49 - 0.50 Expected dividend yield None Time Vesting Options 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 Time Vesting Options granted under the 2014 Plan and 2021 Plan during the periods presented: Six Months Ended June 30, 2022 2021 Expected volatility 35.63 % - 35.87 % 40.83 % - 44.75 % Risk-free interest rate 2.96 % - 3.34 % 0.9 % - 1.19 % Expected term (in years) 6.0 6.43 - 6.5 Expected dividend yield None None Performance Vesting Options 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 Performance Vesting Options granted under the 2014 Plan during the periods presented: Six Months Ended June 30, 2022 2021 Expected volatility - 60.00 % Risk-free interest rate - 0.63 % Expected term (in years) - 5.2 Expected dividend yield - None Stock Options A summary of the Company’s stock option activity during the period presented is as follows: Time Vesting Options Performance Vesting Options Total Number of Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2021 18,513,356 12,239,595 30,752,951 $ 2.01 Granted 412,703 - 412,703 $ 12.31 Exercised ( 1,882,265 ) ( 1,206,077 ) ( 3,088,342 ) $ 0.98 Forfeited ( 198,939 ) - ( 198,939 ) $ 7.29 Outstanding as of June 30, 2022 16,844,855 11,033,518 27,878,373 $ 2.24 Options vested or expected to vest as of June 30, 2022 16,304,373 11,033,518 27,337,891 $ 6.74 Options exercisable as of June 30, 2022 12,596,452 11,033,518 23,629,970 $ 1.14 The number and weighted-average grant date fair value of stock options during the period presented are 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, 2021 5,266,469 - $ 3.45 $ - Non-vested as of June 30, 2022 4,248,403 - $ 3.68 $ - Granted during the period 412,703 - $ 4.89 $ - Vested during the period ( 1,231,830 ) - $ 3.14 $ - Forfeited/canceled during the period ( 198,939 ) - $ 3.19 $ - The Company granted 412,703 Time Vesting Options with a grant date fair value of $ 2,018 during the six months ended June 30, 2022 . There were no Performance Vesting Options granted during the six months ended June 30, 2022. The fair value of stock options vested during the six months ended June 30, 2022 was $ 19,420 . As of June 30, 2022, the weighted-average remaining contractual life of outstanding stock options was approximatel y 4.38 years. Restricted Stock Units The following table summarizes the Company’s RSU activity since December 31, 2021: Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2021 1,683,077 $ 15.14 Granted 1,126,748 $ 12.28 Vested ( 457,372 ) $ 15.00 Forfeited ( 94,797 ) $ 15.03 Unvested as of June 30, 2022 2,257,656 $ 13.75 The Company granted 1,126,748 RSUs with a grant date fair value of $ 13,835 during the six months ended June 30, 2022. The fair value of stock options vested during the six months ended June 30, 2022 was $ 4,976 . As of June 30, 2022, the weighted-average remaining contractual life of outstanding RSUs was approximately 9.48 yea rs. Stock-Based Compensation Expense The Company estimated a forfeiture r ate 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, RSUs, and stock purchase rights granted under the 2021 ESPP. Total stock-based compensation expense, by caption, recorded in the unaudited condensed consolidated statements of operations and comprehensive income for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of labor and chemicals $ 2,029 $ 31,442 $ 3,900 $ 31,442 General and administrative 3,950 171,789 7,598 172,099 Total stock-based compensation expense $ 5,979 $ 203,231 $ 11,498 $ 203,541 Total stock-based compensation expense, by award type, recorded in the unaudited condensed consolidated statements of operations and comprehensive income for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Time Vesting Options $ 1,947 $ 964 $ 3,867 $ 1,274 Performance Vesting Options - 201,985 - 201,985 RSUs 3,692 282 6,918 282 2021 ESPP 340 - 713 - Total stock-based compensation expense $ 5,979 $ 203,231 $ 11,498 $ 203,541 As of June 30, 2022, total unrecognized compensation expense related to unvested Time Vesting Options was $ 10,460 , which is expected to be recognized over a weighted-average period of 3.38 years. As of June 30, 2022, 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, 2022, total unrecognized compensation expense related to unvested RSUs was $ 24,610 , w hich is expected to be recognized over a weighted-average period of 2.97 years. As of June 30, 2022, total unrecognized compensation expense related to unvested stock purchase rights under the 2021 ESPP was $ 549 , which is expected to be recognized over a weighted-average period of 0.38 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 modification resulted in an incremental increase to unrecognized compensation expense related to unvested Performance Vesting Options of $ 75,217 , which was recognized in June 2021 in connection with the completion of the IPO. 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. 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, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | 14. 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 Company accounts for business combinations under the acquisition method of accounting. The assets acquired and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired and intangible assets assigned, recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning their respective useful lives. Accordingly, the Company may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management; but are inherently uncertain. The unaudited condensed consolidated financial statements reflect the operations of an acquired business starting from the effective date of the acquisition. The Company expensed $ 306 and $ 94 of acquisition-related costs for the three months ended June 30, 2022 and 2021, respectively. The Company expensed $ 435 and $ 243 of acquisition-related costs for the six months ended June 30, 2022 and 2021, respectively. These acquisition-related costs are expensed as incurred and are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. For the three and six months ended June 30, 2022 , the amount of acquired goodwill not deductible for income tax purposes was $ 386 . For the three and six months ended June 30, 2021 , the amount of acquired goodwill not deductible for income tax purposes was $ 1,082 . 2022 Acquisitions For the three and six months ended June 30, 2022, the Company acquired the assets and liabilit ies of five conveyorized car washes in two acquisitions for total consideration of approximately $ 58,900 , wh ich was paid in cash. The acquisitions resulted in the preliminary recognition of $ 50,851 of goodwill, $ 7,181 of property and equipment, $ 750 of intangible assets related to covenants not to compete, and $ 118 in other assets and liabilities. The weighted-average amortization period for the acquired covenants not to compete is 5.0 years. The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Georgia (Bamboo Carwash) 1 April California (Speedwash) 4 April 2021 Acquisitions In 2021, the Company acquired the assets and liabilities of 37 conveyorized car washes in five acquisitions for total consideration of approximately $ 524,839 , which was paid in cash. These acquisitions resulted in the preliminary recognition of $ 323,477 of goodwill, $ 202,708 of property and equipment, $ 4,300 of intangible assets related to customer relationships, $ 3,970 of intangible assets related to covenants not to compete, and $ 9,665 of net liabilities. In connection with the Downtowner Car Wash acquisition, the Company recognized a contingent consideration liability of $ 5,750 . See Note 9 Fair Value Measurements for additional information regarding the contingent consideration liability. During the three months ended June 30, 2022, as a result of receiving $ 11,845 in escrow funds associated with an acquired location that did not receive zoning permits as required under the purchase agreement, the Company recorded an adjustment during the measurement period to its Clean Streak Ventures LLC purchase price allocation which reduced goodwill by $ 10,670 and land by $ 1,175 . Additional adjustments related to 2021 acquisitions were not material in the current period. 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 Texas (Super Suds Car Wash) 1 July Texas (Daddy O's Car Wash) 3 November Florida (Downtowner Car Wash) 5 December Florida (Clean Streak Ventures LLC) 23 December |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 15. Related-Party Transactions For various advisory and monitoring services provided to the Company, Leonard Green & Partners ("LGP"), the majority owner of the Company, historically received $ 1,000 annually for various advisory and monitoring services provided to the Company pursuant to a management services agreement. For the three and six months ended June 30, 2022, the Company did not pay fees and expenses to LGP. For the three and six months ended, June 30, 2021, total fees and expenses paid by the Company to LGP were $ 250 and $ 500 , 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 income. The management services agreement terminated in June 2021 upon the consummation of the IPO. LGP was one of the Company’s creditors under the Amended Second Lien Credit Agreement with an investment in 2020 of $ 5,625 in the Second Lien Term Loan. The Company made a voluntary prepayment of all outstanding balances under the Second Lien Term Loan in June 2021. See Note 8 Debt for additional information. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. 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, 2022 and December 31, 2021, the Company accrued $ 3,254 and $ 3,169 , 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, 2022 and December 31, 2021, the Company recorded $ 2,653 and $ 2,594 , respectively, in receivables from its non-healthcare insurance carriers related to these insurance claims, which are included in other receivables 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, 2022. 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, 2022 and December 31, 2021, the Company recorded an environmental remediation accrual of $ 12 , wh ich is included in other accrued expenses in the accompanying unaudited condensed consolidated balance sheets. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On July 15, 2022, the Company completed one sale-leaseback transaction related to its car wash locations with aggregate consideration of $ 55,200 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 $ 93 a nd $ 70 as of June 30, 2022 and December 31, 2021, respectively. The activity in the allowance for doubtful accounts was immaterial for the three and six months ended June 30, 2022 and 2021 . |
Other Receivables | Other Receivables Other receivables consisted of the following for the periods presented: As of June 30, 2022 December 31, 2021 Payroll tax withholding and exercise proceeds receivable $ 4 $ 8,477 Construction receivable 7,643 5,574 Income tax receivable 2,535 4,935 Insurance receivable 2,653 2,594 Other 1,508 1,216 Total other receivables $ 14,343 $ 22,796 |
Inventory | Inventory, Net Inventory consisted of the following for the periods presented: As of June 30, 2022 December 31, 2021 Chemical washing solutions $ 7,248 $ 6,406 Other - 52 Total inventory, gross 7,248 6,458 Reserve for obsolescence ( 146 ) ( 124 ) Total inventory, net $ 7,102 $ 6,334 The activity in the reserve for obsolescence was immaterial for the three and six months ended June 30, 2022 and 2021 . |
Revenue Recognition | Revenue Recognition The following table summarizes the composition of the Company’s net revenues for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Recognized over time $ 149,062 $ 122,362 $ 289,936 $ 230,630 Recognized at a point in time 75,822 73,734 153,830 140,057 Other revenue 275 984 812 1,901 Net revenues $ 225,159 $ 197,080 $ 444,578 $ 372,588 |
Net Income Per Share | Net Income (loss) Per Share Basic net income (loss) per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income (loss) per share is computed by dividing net 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, vesting of restricted stock units, and stock purchase rights granted under an employee stock purchase plan. Potentially dilutive securities are excluded from the computation of diluted net income per share if their effect is antidilutive. Reconciliations of the numerators and denominators of the basic and diluted net income per share calculations for the periods presented are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 35,659 $ ( 110,300 ) $ 71,147 $ ( 85,716 ) Denominator: Weighted-average common shares outstanding - basic 302,666,291 264,274,968 301,803,664 263,218,870 Effect of potentially dilutive securities: Stock options 23,912,934 - 25,461,476 - Restricted stock units 648,060 - 939,513 - Employee stock purchase plan 2,246 - 1,123 - Weighted-average common shares outstanding - diluted 327,229,531 264,274,968 328,205,776 263,218,870 Net income (loss) per share - basic $ 0.12 $ ( 0.42 ) $ 0.24 $ ( 0.33 ) Net income (loss) per share - diluted $ 0.11 $ ( 0.42 ) $ 0.22 $ ( 0.33 ) The following potentially dilutive shares were excluded from the computation of diluted net income per share for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options 2,139,197 34,522,248 2,090,169 34,522,248 Restricted stock units 166,672 1,632,188 83,336 1,632,188 Employee stock purchase plan 96,212 - 48,106 - |
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, 2022 and December 31, 2021 , there were no deferred offering costs capitalized. |
Prior Period Reclassification | Prior Period Reclassification Certain prior period amounts related to other receivables within accounts receivable, net and prepaid expenses and other current assets in the accompanying unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation. There was no change to prior period current or total assets. |
Recently Adopted Accounting Pronouncements | 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 consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). The guidance improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and certain inconsistencies in application. Under current U.S. GAAP, an acquirer generally recognizes contract assets acquired and liabilities assumed in a business combination at fair value on the acquisition date. The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606 as if it had originated the contracts. The amendments in this update will be effective for the Company beginning January 1, 2023, and interim periods thereafter . Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effect that ASU No. 2021-08 will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Other Receivables | As of June 30, 2022 December 31, 2021 Payroll tax withholding and exercise proceeds receivable $ 4 $ 8,477 Construction receivable 7,643 5,574 Income tax receivable 2,535 4,935 Insurance receivable 2,653 2,594 Other 1,508 1,216 Total other receivables $ 14,343 $ 22,796 |
Schedule of Inventory | Inventory consisted of the following for the periods presented: As of June 30, 2022 December 31, 2021 Chemical washing solutions $ 7,248 $ 6,406 Other - 52 Total inventory, gross 7,248 6,458 Reserve for obsolescence ( 146 ) ( 124 ) Total inventory, net $ 7,102 $ 6,334 |
Schedule of Composition of Revenue | The following table summarizes the composition of the Company’s net revenues for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Recognized over time $ 149,062 $ 122,362 $ 289,936 $ 230,630 Recognized at a point in time 75,822 73,734 153,830 140,057 Other revenue 275 984 812 1,901 Net revenues $ 225,159 $ 197,080 $ 444,578 $ 372,588 |
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 income per share calculations for the periods presented are as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 35,659 $ ( 110,300 ) $ 71,147 $ ( 85,716 ) Denominator: Weighted-average common shares outstanding - basic 302,666,291 264,274,968 301,803,664 263,218,870 Effect of potentially dilutive securities: Stock options 23,912,934 - 25,461,476 - Restricted stock units 648,060 - 939,513 - Employee stock purchase plan 2,246 - 1,123 - Weighted-average common shares outstanding - diluted 327,229,531 264,274,968 328,205,776 263,218,870 Net income (loss) per share - basic $ 0.12 $ ( 0.42 ) $ 0.24 $ ( 0.33 ) Net income (loss) per share - diluted $ 0.11 $ ( 0.42 ) $ 0.22 $ ( 0.33 ) |
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 income per share for the periods presented because including them would have been antidilutive: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options 2,139,197 34,522,248 2,090,169 34,522,248 Restricted stock units 166,672 1,632,188 83,336 1,632,188 Employee stock purchase plan 96,212 - 48,106 - |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 December 31, 2021 Land $ 93,717 $ 81,911 Buildings and improvements 191,580 171,540 Finance leases 16,604 16,497 Leasehold improvements 100,138 92,821 Vehicles and equipment 199,878 188,053 Furniture, fixtures and equipment 79,369 73,213 Construction in progress 43,087 24,724 Property and equipment, gross 724,373 648,759 Less: accumulated depreciation ( 200,717 ) ( 175,017 ) Less: accumulated depreciation - finance leases ( 1,782 ) ( 1,294 ) Property and equipment, net $ 521,874 $ 472,448 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Trade names and trademarks $ 107,200 $ 175 $ 107,200 $ - CPC Unity System 42,900 33,736 42,900 31,591 Customer relationships 11,800 7,842 11,800 7,584 Covenants not to compete 11,825 4,862 11,075 3,980 $ 173,725 $ 46,615 $ 172,975 $ 43,155 |
Summary of Estimated Amortization Expense | As of June 30, 2022, estimated future amortization expense was as follows: Fiscal Year Ending: 2022 (remaining six months) $ 3,932 2023 6,868 2024 4,926 2025 1,467 2026 1,400 Thereafter 1,317 Total estimated future amortization expense $ 19,910 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following for the periods presented: As of June 30, 2022 December 31, 2021 Balance at beginning of period $ 1,060,221 $ 737,415 Current period acquisitions 50,851 323,477 Other provisional adjustments ( 10,109 ) ( 671 ) Balance at end of period $ 1,100,963 $ 1,060,221 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following for the periods presented: As of June 30, 2022 December 31, 2021 Utilities $ 5,370 $ 4,274 Accrued other tax expense 7,860 8,088 Insurance expense 3,335 3,200 Other 10,257 4,639 Total other accrued expenses $ 26,822 $ 20,201 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 December 31, 2021 Credit agreement First lien term loan $ 901,201 $ 903,301 Less: unamortized discount and debt issuance costs ( 6,174 ) ( 6,965 ) First lien term loan, net 895,027 896,336 Total long-term portion of debt, net $ 895,027 $ 896,336 |
Schedule of Annual Maturities of Debt | As of June 30, 2022, annual maturities of debt were as follows: Fiscal Year Ending: 2022 (remaining six months) $ - 2023 - 2024 - 2025 - 2026 901,201 Thereafter - Total maturities of debt $ 901,201 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022: Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Interest rate swap $ 3,375 $ - $ 3,375 $ - Liabilities: Contingent Consideration $ 5,750 $ - $ - $ 5,750 The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2021: Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Interest rate swap $ 268 $ - $ 268 $ - Liabilities: Contingent Consideration $ 5,750 $ - $ - $ 5,750 |
Interest Rate Swap (Tables)
Interest Rate Swap (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Interest Rate Cash Flow Hedges [Abstract] | |
Schedule of Interest Rate Swap | As of June 30, 2022, information pertaining to the Swap was as follows: Notional Amount Fair Value Pay-Fixed Receive-Floating Maturity Date $ 541,624 $ 3,375 0.308 % 1.60 % October 20, 2022 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2022 December 31, 2021 Assets Operating Operating lease right of use assets, net $ 727,107 $ 718,533 Finance Property and equipment, net 14,822 15,204 Total lease assets $ 741,929 $ 733,737 Liabilities Current Operating Current maturities of operating lease liability $ 38,548 $ 37,345 Finance Current maturities of finance lease liability 628 559 Long-term Operating Operating lease liability 722,941 717,552 Finance Financing lease liability 15,123 15,359 Total lease liabilities $ 777,240 $ 770,815 |
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, 2022 2021 2022 2021 Operating lease expense (1) $ 21,653 $ 19,395 $ 42,857 $ 38,520 Finance lease expense Amortization of lease assets 246 243 $ 488 485 Interest on lease liabilities 283 292 $ 568 586 Short-term lease expense 8 15 $ 16 19 Variable lease expense (2) 2,488 2,564 $ 7,629 6,488 Total $ 24,678 $ 22,509 $ 51,558 $ 46,098 (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 income. (2) Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for the Company’s leases of land and buildings and is included in other store operating expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. |
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, 2022 2021 2022 2021 Operating cash flows from operating leases $ 21,881 $ 19,814 $ 43,342 $ 39,341 Operating cash flows from finance leases $ 283 $ 292 $ 568 $ 586 Financing cash flows from finance leases $ 139 $ 121 $ 274 $ 240 Operating lease liabilities arising from obtaining ROU assets $ 20,193 $ 22,421 $ 28,011 $ 32,020 Finance lease liabilities arising from obtaining ROU assets $ 103 $ - $ 103 $ - Weighted-average remaining operating lease term 14.18 14.74 14.18 14.74 Weighted-average remaining finance lease term 16.78 17.73 16.78 17.73 Weighted-average operating lease discount rate 6.83 % 6.40 % 6.83 % 6.40 % Weighted-average finance lease discount rate 7.33 % 7.33 % 7.33 % 7.33 % |
Schedule of Lease Obligation Maturities | As of June 30, 2022, lease obligation maturities were as follows: Fiscal Year Ending: Operating Leases Finance Leases 2022 (remaining six months) $ 44,088 $ 865 2023 88,110 1,754 2024 87,605 1,780 2025 87,341 1,786 2026 86,307 1,792 Thereafter 817,819 22,090 Total future minimum obligations $ 1,211,270 $ 30,067 Less: Present value discount ( 449,781 ) ( 14,316 ) Present value of net future minimum lease obligations $ 761,489 $ 15,751 Less: current portion ( 38,548 ) ( 628 ) Long-term obligations $ 722,941 $ 15,123 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
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 purchase rights granted under the 2021 ESPP during the periods presented: Six Months Ended June 30, 2022 Expected volatility 34.33 % - 52.72 % Risk-free interest rate 0.07 % - 1.54 % Expected term (in years) 0.49 - 0.50 Expected dividend yield None |
Summary of Stock Option Activity | A summary of the Company’s stock option activity during the period presented is as follows: Time Vesting Options Performance Vesting Options Total Number of Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2021 18,513,356 12,239,595 30,752,951 $ 2.01 Granted 412,703 - 412,703 $ 12.31 Exercised ( 1,882,265 ) ( 1,206,077 ) ( 3,088,342 ) $ 0.98 Forfeited ( 198,939 ) - ( 198,939 ) $ 7.29 Outstanding as of June 30, 2022 16,844,855 11,033,518 27,878,373 $ 2.24 Options vested or expected to vest as of June 30, 2022 16,304,373 11,033,518 27,337,891 $ 6.74 Options exercisable as of June 30, 2022 12,596,452 11,033,518 23,629,970 $ 1.14 |
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 period presented are 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, 2021 5,266,469 - $ 3.45 $ - Non-vested as of June 30, 2022 4,248,403 - $ 3.68 $ - Granted during the period 412,703 - $ 4.89 $ - Vested during the period ( 1,231,830 ) - $ 3.14 $ - Forfeited/canceled during the period ( 198,939 ) - $ 3.19 $ - |
Summary of Restricted Stock Activity | The following table summarizes the Company’s RSU activity since December 31, 2021: Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2021 1,683,077 $ 15.14 Granted 1,126,748 $ 12.28 Vested ( 457,372 ) $ 15.00 Forfeited ( 94,797 ) $ 15.03 Unvested as of June 30, 2022 2,257,656 $ 13.75 |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense, by caption, recorded in the unaudited condensed consolidated statements of operations and comprehensive income for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of labor and chemicals $ 2,029 $ 31,442 $ 3,900 $ 31,442 General and administrative 3,950 171,789 7,598 172,099 Total stock-based compensation expense $ 5,979 $ 203,231 $ 11,498 $ 203,541 Total stock-based compensation expense, by award type, recorded in the unaudited condensed consolidated statements of operations and comprehensive income for the periods presented is as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Time Vesting Options $ 1,947 $ 964 $ 3,867 $ 1,274 Performance Vesting Options - 201,985 - 201,985 RSUs 3,692 282 6,918 282 2021 ESPP 340 - 713 - Total stock-based compensation expense $ 5,979 $ 203,231 $ 11,498 $ 203,541 |
Time Vesting Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
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 Time Vesting Options granted under the 2014 Plan and 2021 Plan during the periods presented: Six Months Ended June 30, 2022 2021 Expected volatility 35.63 % - 35.87 % 40.83 % - 44.75 % Risk-free interest rate 2.96 % - 3.34 % 0.9 % - 1.19 % Expected term (in years) 6.0 6.43 - 6.5 Expected dividend yield None None |
Performance Vesting Options [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
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 Performance Vesting Options granted under the 2014 Plan during the periods presented: Six Months Ended June 30, 2022 2021 Expected volatility - 60.00 % Risk-free interest rate - 0.63 % Expected term (in years) - 5.2 Expected dividend yield - None |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Two Thousand Twenty One Acquisitions | |
Schedule of Business Acquisitions | The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Florida (Superwash Express) 5 June Texas (Super Suds Car Wash) 1 July Texas (Daddy O's Car Wash) 3 November Florida (Downtowner Car Wash) 5 December Florida (Clean Streak Ventures LLC) 23 December |
Two Thousand Twenty Two Acquisitions | |
Schedule of Business Acquisitions | The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Georgia (Bamboo Carwash) 1 April California (Speedwash) 4 April |
Nature of Business - Additional
Nature of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Aug. 31, 2021 USD ($) shares | Jun. 30, 2022 USD ($) State CarWash $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Nature Of Business [Line Items] | ||||
Disposal date of operations | Jun. 30, 2022 | |||
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 | 307,091,395 | 303,294,678 | ||
Proceeds from issuance of common stock pursuant to initial public offering | $ | $ 0 | $ 468,750 | ||
Retail Site | ||||
Nature Of Business [Line Items] | ||||
Number of operating segments | CarWash | 409 | |||
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 | |||
Secondary Public Offering | ||||
Nature Of Business [Line Items] | ||||
Common stock shares issued | 12,000,000 | |||
Secondary public offering issuance cost | $ | $ 498 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 93 | $ 70 |
Deferred offering costs | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Other Receivables (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Payroll tax withholding and exercise proceeds receivable | $ 4 | $ 8,477 |
Construction receivable | 7,643 | 5,574 |
Income tax receivable | 2,535 | 4,935 |
Insurance receivable | 2,653 | 2,594 |
Other | 1,508 | 1,216 |
Total other receivables | $ 14,343 | $ 22,796 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Chemical washing solutions | $ 7,248 | $ 6,406 |
Other | 0 | 52 |
Total inventory, gross | 7,248 | 6,458 |
Reserve for obsolescence | (146) | (124) |
Total inventory, net | $ 7,102 | $ 6,334 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Composition of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 225,159 | $ 197,080 | $ 444,578 | $ 372,588 |
Recognized Over Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 149,062 | 122,362 | 289,936 | 230,630 |
Recognized at a Point in Time | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | 75,822 | 73,734 | 153,830 | 140,057 |
Other Revenue | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenues | $ 275 | $ 984 | $ 812 | $ 1,901 |
Summary of Significant Accoun_8
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, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Net income | $ 35,659 | $ 35,488 | $ (110,300) | $ 24,584 | $ 71,147 | $ (85,716) |
Denominator: | ||||||
Weighted-average common shares outstanding - basic | 302,666,291 | 264,274,968 | 301,803,664 | 263,218,870 | ||
Effect of potentially dilutive securities: | ||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 327,229,531,000 | 264,274,968,000 | 328,205,776,000 | 263,218,870,000 | ||
Weighted-average common shares outstanding - diluted | 327,229,531 | 264,274,968 | 328,205,776 | 263,218,870 | ||
Net income per share - basic | $ 0.12 | $ (0.42) | $ 0.24 | $ (0.33) | ||
Net income per share - diluted | $ 0.11 | $ (0.42) | $ 0.22 | $ (0.33) | ||
Stock Options | ||||||
Effect of potentially dilutive securities: | ||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 23,912,934,000 | 0 | 25,461,476,000 | 0 | ||
Restricted Stock Units | ||||||
Effect of potentially dilutive securities: | ||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 648,060,000 | 0 | 939,513,000 | 0 | ||
Employee Stock Purchase Plan | ||||||
Effect of potentially dilutive securities: | ||||||
Weighted Average Number Diluted Shares Outstanding Adjustment | 2,246,000 | 0 | 1,123,000 | 0 |
Summary of Significant Accoun_9
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 2,139,197 | 34,522,248 | 2,090,169 | 34,522,248 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 166,672 | 1,632,188 | 83,336 | 1,632,188 |
Employee Stock Purchase Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, amount | 96,212 | 0 | 48,106 | 0 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 724,373 | $ 648,759 |
Less: accumulated depreciation | (200,717) | (175,017) |
Less: accumulated depreciation - finance leases | (1,782) | (1,294) |
Property and equipment, net | 521,874 | 472,448 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 93,717 | 81,911 |
Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 191,580 | 171,540 |
Finance Leases [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,604 | 16,497 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 100,138 | 92,821 |
Vehicles and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 199,878 | 188,053 |
Furniture, Fixtures and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 79,369 | 73,213 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 43,087 | $ 24,724 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 13,198 | $ 10,237 | $ 26,132 | $ 20,208 |
Amortization expense | $ 246 | $ 243 | $ 489 | $ 485 |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Summary of Components of Other Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 173,725 | $ 172,975 |
Accumulated Amortization | 46,615 | 43,155 |
Trade names and Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 107,200 | 107,200 |
Accumulated Amortization | 175 | 0 |
C P C Unity System | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,900 | 42,900 |
Accumulated Amortization | 33,736 | 31,591 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,800 | 11,800 |
Accumulated Amortization | 7,842 | 7,584 |
Covenants Not to Compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,825 | 11,075 |
Accumulated Amortization | $ 4,862 | $ 3,980 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||||
Amortization of Intangible Assets | $ 1,692 | $ 1,420 | $ 3,460 | $ 2,857 |
Other Intangible Assets, Net _3
Other Intangible Assets, Net - Summary of Estimated Amortization Expense (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2022 (remaining six months) | $ 3,932 |
2023 | 6,868 |
2024 | 4,926 |
2025 | 1,467 |
2026 | 1,400 |
Thereafter | 1,317 |
Total estimated future amortization expense | $ 19,910 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 1,060,221 | $ 737,415 |
Current period acquisitions | 50,851 | 323,477 |
Other provisional adjustments | (10,109) | (671) |
Balance at end of period | $ 1,100,963 | $ 1,060,221 |
Other Accrued Expenses - Schedu
Other Accrued Expenses - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Utilities | $ 5,370 | $ 4,274 |
Accrued other tax expense | 7,860 | 8,088 |
Insurance expense | 3,335 | 3,200 |
Other | 10,257 | 4,639 |
Total other accrued expenses | $ 26,822 | $ 20,201 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate | 20.35% | 29.69% |
Year to provision for income tax effective tax rate | 26.78% | 24.82% |
Favourable tax impact | $ 5,744 | $ 56,067 |
Unrecognized tax benefits | $ 0 | $ 0 |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Term Loan | $ 901,201 | |
Total Long-term portion of debt, net | 895,027 | $ 896,336 |
Senior Notes [Member] | First Lien Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 901,201 | 903,301 |
Less: unamortized discount and debt issuance costs | (6,174) | (6,965) |
First lien term loan, net | $ 895,027 | $ 896,336 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Debt (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 (remaining three months) | $ 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2025 | 901,201 |
Thereafter | 0 |
Total maturities of debt | $ 901,201 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 21, 2014 | Jun. 30, 2021 | Feb. 29, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||||
Unamortized deferred financing costs | $ 6,584 | $ 6,584 | $ 7,427 | |||||
Accumulated amortization of deferred financing costs | 3,590 | 3,590 | $ 2,748 | |||||
Amortization of deferred financing costs | $ 423 | $ 342 | $ 842 | $ 698 | ||||
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, Interest Rate, Effective Percentage | 4.67% | 4.67% | 3.10% | |||||
Gain on Extinguishment of Debt (Loss) | $ 0 | (3,183) | $ 0 | (3,183) | ||||
Repayments of Long-term Debt | 190,400 | |||||||
Amount Outstanding | 901,201 | $ 901,201 | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | 0.25% | ||||||
Long-Term Debt, Excluding Current Maturities | 895,027 | $ 895,027 | $ 896,336 | |||||
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 | |||||||
Letters of Credit Outstanding, Amount | 1,009 | $ 1,009 | 497 | |||||
Standby Letters of Credit | 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% | |||||||
First Lien Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Description | changed the interest rate spreads associated with the A&R 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 on Extinguishment of Debt (Loss) | 1,037 | |||||||
Proceeds from debt borrowings | 285,962 | |||||||
Amount Outstanding | 901,201 | 901,201 | 903,301 | |||||
First Lien Term Loan | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving Commitment | 150,000 | $ 150,000 | ||||||
First Lien Term Loan | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Available Borrowing Capacity | 290,000 | |||||||
First Lien Term Loan | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Available Borrowing Capacity | 903,301 | |||||||
Second Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain on Extinguishment of Debt (Loss) | (2,059) | |||||||
Repayments of Long-term Debt | 242,673 | |||||||
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 on Extinguishment of Debt (Loss) | $ (87) | |||||||
Maximum Available Borrowing Capacity | 148,991 | $ 148,991 | 149,503 | |||||
Revolving Commitment | 8,991 | 8,991 | 9,503 | |||||
Amount Outstanding | $ 0 | $ 0 | $ 0 | |||||
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% | |||||||
Eurodollar | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 4% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | $ 5,750 | $ 5,750 |
Interest Rate Swap [Member] | ||
Assets: | ||
Assets, fair value disclosure | 3,375 | 268 |
Level 1 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 1 | Interest Rate Swap [Member] | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Level 2 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 2 | Interest Rate Swap [Member] | ||
Assets: | ||
Assets, fair value disclosure | 3,375 | 268 |
Level 3 | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 3 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 5,750 | 5,750 |
Level 3 | Interest Rate Swap [Member] | ||
Assets: | ||
Assets, fair value disclosure | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
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, amount1 | 0 | 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 transfers into level 3, amount | 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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | May 31, 2020 | |
Derivatives Fair Value [Line Items] | ||||||
Derivative, Notional Amount | $ 541,624 | $ 541,624 | ||||
Interest Rate Swap | Cash Flow Hedging | ||||||
Derivatives Fair Value [Line Items] | ||||||
Other comprehensive income (loss) | 100 | $ 9 | 725 | $ 115 | ||
Interest Rate Swap | Cash Flow Hedging | Prepaid Expenses And Other Current Assets | ||||||
Derivatives Fair Value [Line Items] | ||||||
Derivative Liability, Current | $ 3,375 | $ 3,375 | $ 268 | |||
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, 2022 USD ($) | |
Interest Rate Cash Flow Hedges [Abstract] | |
Derivative, Notional Amount | $ 541,624 |
Fair Value | $ 3,375 |
Pay-Fixed | 0.308% |
Receive-Floating | 1.60% |
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, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease right of use assets, net | $ 727,107 | $ 718,533 |
Property and equipment, net | 521,874 | 472,448 |
Total lease assets | 741,929 | 733,737 |
Current | ||
Current maturities of operating lease liability | 38,548 | 37,345 |
Current maturities of finance lease liability | 628 | 559 |
Long-term | ||
Operating lease liability | 722,941 | 717,552 |
Financing lease liability | 15,123 | 15,359 |
Total lease laibilities | 777,240 | 770,815 |
Finance Lease [Member] | ||
Assets | ||
Property and equipment, net | $ 14,822 | $ 15,204 |
Leases - Summary of Components
Leases - Summary of Components of Total Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Leases [Abstract] | |||||
Operating lease expense | [1] | $ 21,653 | $ 19,395 | $ 42,857 | $ 38,520 |
Amortization of lease assets | 246 | 243 | 488 | 485 | |
Interest on lease liabilities | 283 | 292 | 568 | 586 | |
Short-term lease expense | 8 | 15 | 16 | 19 | |
Variable lease expense | [2] | 2,488 | 2,564 | 7,629 | 6,488 |
Total | $ 24,678 | $ 22,509 | $ 51,558 | $ 46,098 | |
[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 income. Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for the Company’s leases of land and buildings and is included in other store operating expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Information of Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating cash flows from operating leases | $ 21,881 | $ 19,814 | $ 43,342 | $ 39,341 |
Operating cash flows from finance leases | 283 | 292 | 568 | 586 |
Financing cash flows from finance leases | 139 | 121 | 274 | 240 |
Operating lease liabilities arising from obtaining ROU assets | 20,193 | 22,421 | 28,011 | 32,020 |
Finance lease liabilities arising from obtaining ROU assets | $ 103 | $ 0 | $ 103 | $ 0 |
Weighted-average remaining operating lease term | 14 years 2 months 4 days | 14 years 8 months 26 days | 14 years 2 months 4 days | 14 years 8 months 26 days |
Weighted-average remaining finance lease term | 16 years 9 months 10 days | 17 years 8 months 23 days | 16 years 9 months 10 days | 17 years 8 months 23 days |
Weighted-average operating lease discount rate | 6.83% | 6.40% | 6.83% | 6.40% |
Weighted-average finance lease discount rate | 7.33% | 7.33% | 7.33% | 7.33% |
Leases - Schedule of Lease Obli
Leases - Schedule of Lease Obligation Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 (remaining six months) | $ 44,088 | |
2023 | 88,110 | |
2024 | 87,605 | |
2025 | 87,341 | |
2026 | 86,307 | |
Thereafter | 817,819 | |
Total future minimum obligations | 1,211,270 | |
Less: Present value discount | (449,781) | |
Present value of net future minimum lease obligations | 761,489 | |
Less: current portion | (38,548) | $ (37,345) |
Long-term obligations | 722,941 | 717,552 |
2022 (remaining nine months) | 865 | |
2023 | 1,754 | |
2024 | 1,780 | |
2025 | 1,786 | |
2026 | 1,792 | |
Thereafter | 22,090 | |
Total future minimum obligations | 30,067 | |
Less: Present value discount | (14,316) | |
Present value of net future minimum lease obligations | 15,751 | |
Less: current portion | (628) | (559) |
Financing lease liability | $ 15,123 | $ 15,359 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) Lease | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) Lease | Jun. 30, 2021 USD ($) Transaction | Dec. 31, 2021 Lease | |
Lessor Lease Description [Line Items] | |||||
Sale and leaseback transaction, aggregate consideration | $ 3,800 | $ 46,200 | $ 3,800 | $ 46,267 | |
Sale leaseback transaction, lease term | 20-year | 20-year | |||
Sale and leaseback transaction, gain (loss), net | $ 3,203 | $ 7,117 | $ 3,203 | $ 6,846 | |
Sale and lease back transaction, annual rent | $ 2,655 | $ 2,882 | |||
Number of sale leaseback transaction | Transaction | 4 | ||||
Number of Leases | Lease | 8 | 8 | 8 | ||
Minimum [Member] | |||||
Lessor Lease Description [Line Items] | |||||
Lease not yet commenced, term of contract | 15 years | 15 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) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity Note [Abstract] | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock shares issued | 307,091,395 | 303,294,678 |
Common stock, shares, outstanding | 303,917,168 | 300,120,451 |
Treasury Stock, Shares | 3,174,227 | 3,174,227 |
Treasury Stock, Value | $ 6,091 | $ 6,091 |
Preferred stock, shares authorized | 5,000,000 | |
Preferred stock shares, issued | 0 | |
Preferred stock shares, outstanding | 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Feb. 28, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares, Granted | 412,703 | |||||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 19,420 | |||||||
Stock based compensation expense | $ 5,979 | $ 203,231 | $ 11,498 | $ 203,541 | ||||
Incremental stock-based compensation expense | $ 75,217 | 117,708 | ||||||
Stock based compensation expense estimated forfeiture rate. | 6.96% | |||||||
Unvested Restricted Stock Shares, Granted | 1,126,748 | |||||||
Time Vesting Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares, Granted | 412,703 | |||||||
Stock based compensation expense | 1,947 | 964 | $ 3,867 | 1,274 | ||||
Unrecognized compensation expense, total | 10,460 | 10,460 | ||||||
Share based compensation arrangement by share based payment award options total grant date fair value | $ 2,018 | |||||||
Weighted-average period for recognition of compensation expense related to unvested awards | 3 years 4 months 17 days | |||||||
Weighted average non vested exercise price per share, granted | $ 4.89 | |||||||
Performance Vesting Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Number of shares, Granted | 0 | |||||||
Stock based compensation expense | 0 | 201,985 | $ 0 | 201,985 | ||||
Share-based compensation payment award, accelerated vesting, shares | 7,874,304 | |||||||
Weighted average non vested exercise price per share, granted | $ 0 | |||||||
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 RSU | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Outstanding, weighted average remaining contractual term | 9 years 5 months 23 days | |||||||
Stock based compensation expense | 3,692 | $ 282 | 6,918 | $ 282 | ||||
Unrecognized compensation expense, total | $ 24,610 | 24,610 | ||||||
Restricted stock units vested upon grant | 4,976 | |||||||
Share based compensation arrangement by share based payment award options total grant date fair value | $ 13,835 | |||||||
Weighted-average period for recognition of compensation expense related to unvested awards | 2 years 11 months 19 days | |||||||
Unvested Restricted Stock Shares, Granted | 1,126,748 | |||||||
Stock Options | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Outstanding, weighted average remaining contractual term | 4 years 4 months 17 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] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | 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 | |||||||
Issuance of common stock pursuant to initial public offering , Shares | 256,431 | 256,431 | ||||||
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 | 6,057,993 | |||||
Unrecognized compensation expense, total | $ 549 | $ 549 | ||||||
Weighted-average period for recognition of compensation expense related to unvested awards | 4 months 17 days | |||||||
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) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected dividend yield | 0% | |
Time Vesting Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | |
Expected dividend yield | 0% | 0% |
Performance Vesting Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected votatility | 0% | 60% |
Risk-free interest rate | 0% | 0.63% |
Expected term (in years) | 5 years 2 months 12 days | |
Expected dividend yield | 0% | 0% |
Maximum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected votatility | 52.72% | |
Risk-free interest rate | 1.54% | |
Expected term (in years) | 6 months | |
Maximum | Time Vesting Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected votatility | 35.87% | 44.75% |
Risk-free interest rate | 3.34% | 1.19% |
Expected term (in years) | 6 years 6 months | |
Minimum | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected votatility | 34.33% | |
Risk-free interest rate | 0.07% | |
Expected term (in years) | 5 months 26 days | |
Minimum | Time Vesting Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected votatility | 35.63% | 40.83% |
Risk-free interest rate | 2.96% | 0.90% |
Expected term (in years) | 6 years 5 months 4 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 6 Months Ended |
Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 30,752,951 |
Number of shares, Granted | 412,703 |
Exercised | (3,088,342) |
Forfeited | (198,939) |
Outstanding Ending Balance | 27,878,373 |
Options vested or expected to vest as of March 31,2022 | 27,337,891 |
Options exercisable as of March 31, 2022 | 23,629,970 |
Outstanding Beginning Balance | $ 2.01 |
Granted | 12.31 |
Exercised | 0.98 |
Forfeited | 7.29 |
Outstanding Ending Balance | 2.24 |
Options vested or expected to vest as of March 31,2022 | 6.74 |
Options exercisable as of March 31, 2022 | $ 1.14 |
Time Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 18,513,356 |
Number of shares, Granted | 412,703 |
Exercised | (1,882,265) |
Forfeited | (198,939) |
Outstanding Ending Balance | 16,844,855 |
Options vested or expected to vest as of March 31,2022 | 16,304,373 |
Options exercisable as of March 31, 2022 | 12,596,452 |
Performance Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 12,239,595 |
Number of shares, Granted | 0 |
Exercised | (1,206,077) |
Forfeited | 0 |
Outstanding Ending Balance | 11,033,518 |
Options vested or expected to vest as of March 31,2022 | 11,033,518 |
Options exercisable as of March 31, 2022 | 11,033,518 |
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, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Granted | 412,703 |
Time Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested as of December 31, 2021 | 5,266,469 |
Non-vested as of June 30, 2022 | 4,248,403 |
Number of shares, Granted | 412,703 |
Vested during the period | 1,231,830 |
Forfeited/canceled during the period | 198,939 |
Weighted average non-vested exercise price as of December 31, 2021 | $ / shares | $ 3.45 |
Weighted average non-vested exercise price as of March 31, 2022 | $ / shares | 3.68 |
Granted during the period | $ / shares | 4.89 |
Vested during the period | $ / shares | 3.14 |
Forfeited/canceled during the period | $ / shares | $ 3.19 |
Performance Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested as of December 31, 2021 | 0 |
Non-vested as of June 30, 2022 | 0 |
Number of shares, Granted | 0 |
Vested during the period | 0 |
Forfeited/canceled during the period | 0 |
Weighted average non-vested exercise price as of December 31, 2021 | $ / shares | $ 0 |
Weighted average non-vested exercise price as of March 31, 2022 | $ / shares | 0 |
Granted during the period | $ / shares | 0 |
Vested during the period | $ / shares | 0 |
Forfeited/canceled during the period | $ / shares | $ 0 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested Restricted Stock Shares, Beginning Balance | 1,683,077 |
Unvested Restricted Stock Shares, Granted | 1,126,748 |
Unvested Restricted Stock Shares, Vested | (457,372) |
Unvested Restricted Stock Shares, Forfeited | (94,797) |
Unvested Restricted Stock Shares, Ending Balance | 2,257,656 |
Unvested Restricted Stock Weighted-average grant date fair value per share Beginning Balance | $ / shares | $ 15.14 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Granted] | $ / shares | 12.28 |
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 | 15.03 |
Unvested Restricted Stock Weighted-average grant date fair value per share Ending Balance | $ / shares | $ 13.75 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested Restricted Stock Shares, Granted | 1,126,748 |
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, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 5,979 | $ 203,231 | $ 11,498 | $ 203,541 |
Cost of Labor and Chemicals | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 2,029 | 31,442 | 3,900 | 31,442 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 3,950 | 171,789 | 7,598 | 172,099 |
Time Vesting Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 1,947 | 964 | 3,867 | 1,274 |
Performance Vesting Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 0 | 201,985 | 0 | 201,985 |
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | 3,692 | 282 | 6,918 | 282 |
Two Thousand And Twenty One Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 340 | $ 0 | $ 713 | $ 0 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 USD ($) CarWash | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) CarWash | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) CarWash | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | |||||||
Acquisition costs | $ 306 | $ 94 | $ 435 | $ 243 | |||
Goodwill acquired | 386 | $ 1,082 | 386 | $ 1,082 | |||
Goodwill | 1,100,963 | $ 1,100,963 | $ 1,060,221 | $ 737,415 | |||
Weighted average amortization period intangible assets acquired | 5 years | ||||||
Land | |||||||
Business Acquisition [Line Items] | |||||||
Decrease in purchase price allocation | 1,175 | ||||||
Goodwill | |||||||
Business Acquisition [Line Items] | |||||||
Decrease in purchase price allocation | 10,670 | ||||||
Two Thousand Twenty One Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 524,839 | ||||||
Goodwill | 323,477 | 323,477 | |||||
Property and equipment | 202,708 | 202,708 | |||||
Other assets and liabilities | 9,665 | ||||||
Escrow deposit | 11,845 | 11,845 | |||||
Two Thousand Twenty One Acquisitions [Member] | Downtowner Car Wash acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration liability | 5,750 | 5,750 | |||||
Two Thousand Twenty Two Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Consideration Transferred | 58,900 | 58,900 | |||||
Goodwill | 50,851 | $ 50,851 | 50,851 | ||||
Property and equipment | 7,181 | $ 7,181 | 7,181 | ||||
Other assets and liabilities | $ 118 | $ 118 | |||||
Retail Site | Two Thousand Twenty One Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of car washes | CarWash | 37 | ||||||
Retail Site | Two Thousand Twenty Two Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Number of car washes | CarWash | 5 | 5 | |||||
Customer Relationships | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period intangible assets acquired | 7 years | ||||||
Customer Relationships | Two Thousand Twenty One Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets related to covenants not to compete | $ 4,300 | ||||||
Customer Relationships | Two Thousand Twenty Two Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets related to covenants not to compete | $ 750 | 750 | |||||
Noncompete Agreements | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period intangible assets acquired | 5 years | ||||||
Noncompete Agreements | Two Thousand Twenty One Acquisitions [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets related to covenants not to compete | $ 3,970 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions (Details) - CarWash | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Dec. 31, 2021 | Nov. 30, 2021 | Jul. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Two Thousand Twenty One Acquisitions | Retail Site | |||||||
Business Acquisition [Line Items] | |||||||
Number of car washes | 37 | ||||||
Two Thousand Twenty Two Acquisitions | Retail Site | |||||||
Business Acquisition [Line Items] | |||||||
Number of car washes | 5 | 5 | |||||
FLORIDA | Two Thousand Twenty One Acquisitions | Retail Site | |||||||
Business Acquisition [Line Items] | |||||||
Number of car washes | 5 | 5 | |||||
FLORIDA | Clean Streak Ventures LLC [Member] | Two Thousand Twenty One Acquisitions | Retail Site | |||||||
Business Acquisition [Line Items] | |||||||
Number of car washes | 23 | ||||||
TEXAS | Two Thousand Twenty One Acquisitions | Retail Site | |||||||
Business Acquisition [Line Items] | |||||||
Number of car washes | 3 | 1 | |||||
Georgia | Two Thousand Twenty Two Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Number of car washes | 1 | ||||||
California | Two Thousand Twenty Two Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Number of car washes | 4 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||
Long-term portion of debt, net | $ 895,027 | $ 896,336 | ||
Principal Owner [Member] | Senior Notes [Member] | ||||
Related Party Transaction [Line Items] | ||||
Long-term portion of debt, net | 5,625 | |||
Principal Owner [Member] | General and Administrative | ||||
Related Party Transaction [Line Items] | ||||
Total fee and expenses paid by company | $ 250 | $ 500 | ||
Principal Owner [Member] | General and Administrative | 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, 2022 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | ||
Loss contingency, receivable, current | $ 2,653 | $ 2,594 |
Loss contingency, amount of insurance-related assessment liability, payment period | one year | |
Other Accrued Expenses [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, amount of insurance-related assessment accrued liability | $ 3,254 | 3,169 |
Environmental remediation expense | 12 | 12 |
Other Receivable [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, receivable, current | $ 2,653 | $ 2,594 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Thousands | 6 Months Ended | |
Jul. 15, 2022 USD ($) Transaction | Jun. 30, 2021 Transaction | |
Subsequent Event Line Items | ||
Number of Sale Leaseback Transaction | 4 | |
Subsequent Event Member | ||
Subsequent Event Line Items | ||
Sale Leaseback Transaction Net Book Value | $ | $ 55,200 | |
Number of Sale Leaseback Transaction | 1 |