Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
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 | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-40542 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1393909 | |
Entity Address, Address Line One | 222 E. 5th Street | |
Entity Address, City or Town | Tucson | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85705 | |
City Area Code | 520 | |
Local Phone Number | 615-4000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock Shares Outstanding | 308,519,147 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 69,903 | $ 65,152 |
Restricted cash | 70 | 70 |
Accounts receivable, net | 933 | 3,941 |
Other receivables | 14,116 | 15,182 |
Inventory, net | 8,228 | 9,174 |
Prepaid expenses and other current assets | 10,767 | 12,618 |
Total current assets | 104,017 | 106,137 |
Property and equipment, net | 596,695 | 560,874 |
Operating right of use assets, net | 776,496 | 776,689 |
Other intangible assets, net | 122,122 | 123,615 |
Goodwill | 1,109,815 | 1,109,815 |
Other assets | 8,190 | 9,102 |
Total assets | 2,717,335 | 2,686,232 |
Current liabilities: | ||
Accounts payable | 30,379 | 25,649 |
Accrued payroll and related expenses | 20,036 | 17,218 |
Other accrued expenses | 30,730 | 41,196 |
Current maturities of operating lease liability | 41,279 | 40,367 |
Current maturities of finance lease liability | 687 | 668 |
Deferred revenue | 30,509 | 29,395 |
Total current liabilities | 153,620 | 154,493 |
Long-term portion of debt, net | 896,223 | 895,830 |
Operating lease liability | 758,752 | 759,775 |
Financing lease liability | 14,599 | 14,779 |
Deferred tax liability | 58,823 | 53,395 |
Other long-term liabilities | 6,577 | 6,832 |
Total liabilities | 1,888,594 | 1,885,104 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 308,101,847 and 306,626,530 shares outstanding as of March 31, 2023 and December 31, 2022, respectively | 3,087 | 3,072 |
Additional paid-in capital | 790,041 | 783,579 |
Retained earnings (Accumulated Deficit) | 35,613 | 14,477 |
Total stockholders’ equity | 828,741 | 801,128 |
Total liabilities and stockholders’ equity | $ 2,717,335 | $ 2,686,232 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 308,101,847 | 306,626,530 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenues | $ 225,960 | $ 219,419 |
Cost of labor and chemicals | 66,792 | 65,538 |
Other store operating expenses | 89,466 | 77,801 |
General and administrative | 24,183 | 23,687 |
(Gain) loss on sale of assets | (63) | 459 |
Total costs and expenses | 180,378 | 167,485 |
Operating income | 45,582 | 51,934 |
Other expense: | ||
Interest expense, net | 17,748 | 8,166 |
Total other expense | 17,748 | 8,166 |
Income before taxes | 27,834 | 43,768 |
Income tax provision | 6,698 | 8,280 |
Net income | 21,136 | 35,488 |
Other comprehensive income, net of tax: | ||
Gain on interest rate swap | 0 | 1,869 |
Total comprehensive income | $ 21,136 | $ 37,357 |
Net income per share: | ||
Basic | $ 0.07 | $ 0.12 |
Diluted | $ 0.06 | $ 0.11 |
Weighted-average common shares outstanding: | ||
Basic | 307,291,909 | 300,931,453 |
Diluted | 327,608,266 | 329,172,437 |
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, 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 | 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, 2022 | 801,128 | $ 3,072 | 783,579 | 14,477 | |
Beginning Balance , Shares at Dec. 31, 2022 | 306,626,530 | ||||
Stock-based compensation expense | 5,361 | 5,361 | |||
Vesting of restructed stock units | $ 0 | 0 | |||
Vesting of restructed stock units, Shares | 4,296 | ||||
Exercise of stock options | $ 1,116 | $ 15 | 1,101 | ||
Exercise of stock options , Shares | 1,434,504 | 1,471,021 | |||
Gain on interest rate swap | $ 0 | ||||
Net income | 21,136 | 21,136 | |||
Ending Balance at Mar. 31, 2023 | $ 828,741 | $ 3,087 | $ 790,041 | $ 35,613 | |
Ending Balance , Shares at Mar. 31, 2023 | 308,101,847 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 21,136 | $ 35,488 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 17,307 | 14,945 |
Stock-based compensation expense | 5,361 | 5,519 |
(Gain) loss on sale of assets, net | (63) | 459 |
Amortization of debt issuance costs | 419 | 419 |
Non-cash lease expense | 10,739 | 9,606 |
Deferred income tax | 5,428 | 5,018 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 3,009 | 146 |
Other receivables | 1,128 | 10,108 |
Inventory, net | 946 | (665) |
Prepaid expenses and other current assets | 1,850 | 901 |
Accounts payable | 2,553 | 5,679 |
Accrued expenses | 5,155 | 3,635 |
Deferred revenue | 1,114 | 648 |
Operating lease liability | (9,696) | (9,094) |
Other noncurrent assets and liabilities | 631 | (1,268) |
Net cash provided by operating activities | 67,017 | 81,544 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (72,059) | (30,015) |
Proceeds from sale of property and equipment | 8,899 | 1 |
Net cash used in investing activities | (63,160) | (30,014) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock under employee plans | 1,055 | 1,281 |
Payments on debt borrowings | 0 | (2,100) |
Principal payments on finance lease obligations | (161) | (134) |
Net cash provided (used) by financing activities | 894 | (953) |
Net change in cash and cash equivalents, and restricted cash during period | 4,751 | 50,577 |
Cash and cash equivalents and restricted cash at beginning of period | 65,222 | 19,858 |
Cash and cash equivalents and restricted cash at end of period | 69,973 | 70,435 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 11,697 | 7,821 |
Cash paid for income taxes | 151 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment in accounts payable | 11,993 | 18,123 |
Property and equipment in other accrued expenses | 5,969 | 0 |
Stock option exercise proceeds in other receivables | $ 61 | $ 45 |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Natur e of Business Mister Car Wash, Inc., a Delaware corporation, together with its subsidiaries (collectively, the “ Company ” ), is based in Tucson, Arizona and provider of conveyorized car wash services. We primarily operate Express Exterior Locations, which offers express exterior cleaning services along with free vacuum services, and interior cleaning services at select locations. As of March 31, 2023 , we operated 439 car washes in 21 states. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022 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 our audited consolidated financial statements and the notes thereto for the year ended December 31, 2022 included in the 2022 Form 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 our consolidated financial position as of March 31, 2023, consolidated results of operations and comprehensive income for the three months ended March 31, 2023 and 2022, and consolidated cash flows for the three months ended March 31, 2023 and 2022. Such adjustments are of a normal and recurring nature. The consolidated results of operations for the three months ended March 31, 2023 are not necessarily indicative of the consolidated results of operations that may be expected for the year ending December 31, 2023. 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 we have 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 $ 47 and $ 76 a s of March 31, 2023 and December 31, 2022, respectively. The activity in the allowance for doubtful accounts was immaterial for the three months ended March 31, 2023 and 2022 . Other Receivables Other receivables consisted of the following for the periods presented: As of March 31, 2023 December 31, 2022 Payroll tax withholding and exercise proceeds receivable $ 85 $ 273 Construction receivable 6,462 6,199 Income tax receivable 3,353 4,387 Insurance receivable 1,759 2,627 Other 2,457 1,696 Total other receivables $ 14,116 $ 15,182 Inventory, Net Inventory consisted of the following for the periods presented: As of March 31, 2023 December 31, 2022 Chemical washing solutions $ 8,391 $ 9,357 Reserve for obsolescence ( 163 ) ( 183 ) Total inventory, net $ 8,228 $ 9,174 The activity in the reserve for obsolescence was immaterial for the three months ended March 31, 2023 and 2022 . Revenue Recognition The following table summarizes the composition of our net revenues for the periods presented: Three Months Ended March 31, 2023 2022 Recognized over time $ 156,891 $ 140,874 Recognized at a point in time 68,970 78,008 Other revenue 99 537 Net revenues $ 225,960 $ 219,419 Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income 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 March 31, 2023 2022 Numerator: Net income $ 21,136 $ 35,488 Denominator: Weighted-average common shares outstanding - basic 307,291,909 300,931,453 Effect of potentially dilutive securities: Stock options 19,798,577 27,010,017 Restricted stock units 498,213 1,230,967 Employee stock purchase plan 19,567 - Weighted-average common shares outstanding - diluted 327,608,266 329,172,437 Net income per share - basic $ 0.07 $ 0.12 Net income per share - diluted $ 0.06 $ 0.11 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 March 31, 2023 2022 Stock options 2,677,756 2,041,141 Restricted stock units 356,400 - Employee stock purchase plan 3,619 - Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. We adopted the new standard on January 1, 2023 and was applied prospectively. We reviewed our business processes and controls to support the recognition and disclosure as required under the new standard. The adoption of this new standard did not have a material impact on our unaudited condensed consolidated financial statements. 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. This update requires 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. This update was effective for us as of January 1, 2023, and the adoption of this new standard did not have a material impact on our condensed consolidated financial statements and related disclosures. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 December 31, 2022 Land $ 100,090 $ 94,594 Buildings and improvements 204,617 189,998 Finance leases 16,604 16,604 Leasehold improvements 118,952 115,811 Vehicles and equipment 236,175 229,453 Furniture, fixtures and equipment 90,567 86,613 Construction in progress 68,061 53,373 Property and equipment, gross 835,066 786,446 Less: accumulated depreciation ( 235,836 ) ( 223,288 ) Less: accumulated amortization - finance leases ( 2,535 ) ( 2,284 ) Property and equipment, net $ 596,695 $ 560,874 For the three months ended March 31, 2023 and 2022, depreciation expense was $ 15,379 and $ 12,934 , respectively. For the three months ended March 31, 2023 and 2022, amortization expense on finance leases was $ 251 and $ 242 , respectively. |
Other Intangible Assets, Net
Other Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Trade names and Trademarks $ 107,200 $ 200 $ 107,200 200 CPC Unity System 42,900 36,823 42,900 35,750 Customer relationships 9,700 6,048 11,800 8,240 Covenants not to compete 12,590 7,197 12,590 6,685 Other intangible assets, net $ 172,390 $ 50,268 $ 174,490 $ 50,875 For the three months ended March 31, 2023 and 2022, amortization expense associated with our finite-lived intangible assets was $ 1,677 and $ 1,769 , respectively. As of March 31, 2023, estimated future amortization expense was as follows: Fiscal Year Ending: 2023 (remaining nine months) $ 5,051 2024 4,920 2025 1,699 2026 1,457 2027 629 Thereafter 1,366 Total estimated future amortization expense $ 15,122 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill Goodwill consisted of the following for the periods presented: As of March 31, 2023 December 31, 2022 Balance at beginning of period $ 1,109,815 $ 1,060,221 Current period acquisitions - 57,856 Other provisional adjustments - ( 8,262 ) Balance at end of period $ 1,109,815 $ 1,109,815 Goodwill is generally deductible for tax purposes, except for the portion related to purchase accounting step-up goodwill. |
Other Accrued Expenses
Other Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Other Accrued Expenses | 6. Other Accrued Expenses Other accrued expenses consisted of the following for the periods presented: As of March 31, 2023 December 31, 2022 Utilities $ 5,806 $ 5,439 Accrued other tax expense 7,168 8,863 Insurance expense 2,105 3,275 Greenfield development accruals 5,969 18,772 Other 9,682 4,847 Total other accrued expenses $ 30,730 $ 41,196 Greenfield development accruals represent property and equipment costs, primarily related to land and buildings and improvements not yet invoiced as of March 31, 2023 and December 31, 2022 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The effective income tax rates on continuing operations for the three months ended March 31, 2023 and 2022 were 24.1 % a nd 18.9 %, 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 three months ended March 31, 2023 included taxes on earnings at an anticipated annual effective tax rate of 25.3 % and a net, favorable tax impact o f $ 340 related primarily to discrete tax benefits originating from stock options exercised during the three months ended March 31, 2023. The year-to-date provision for income taxes for the three months ended March 31, 2022 included taxes on earnings at an anticipated annual effective tax rate of 27.0 % and a net, favorable tax impact of $ 3,537 related primarily to discrete tax benefits originating from stock options exercised during the three months ended March 31, 2022. The 1.7 % decrease in the annual effective tax rate relates primarily to an anticipated reduction in state income tax liabilities. In 2022, the Creating Helpful Incentives to Produce Semiconductors (“CHIPS”) Act of 2022 was signed into law. The CHIPS Act is designed to boost domestic semiconductor manufacturing and encourage US research activities. Also in 2022, the Inflation Reduction Act (“IRA”) of 2022 was signed into law. The IRA created a new book-minimum tax on certain large corporations and an excise tax on stock buybacks while also providing incentives to address climate change mitigation and clean energy, among other items. Similar to the prior quarter, we do not currently expect these laws to have a material effect on our consolidated financial statements. For the three months ended March 31, 2023 and 2022, we did no t record any unrecognized tax benefits or interest and penalties related to any uncertain tax positions. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Long-term debt consisted of the following as of the periods presented: As of March 31, 2023 December 31, 2022 Credit agreement First lien term loan $ 901,201 $ 901,201 Less: unamortized discount and debt issuance costs ( 4,978 ) ( 5,371 ) First lien term loan, net 896,223 895,830 Total long-term portion of debt, net $ 896,223 $ 895,830 As of March 31, 2023, annual maturities of debt were as follows: Fiscal Year Ending: 2023 (remaining nine months) $ - 2024 - 2025 - 2026 901,201 2027 - Thereafter - Total maturities of debt $ 901,201 As of March 31, 2023 and December 31, 2022, unamortized discount and debt issuance costs were $ 5,310 an d $ 5,729 , respectively, and accumulated amortization of discount and debt issuance costs was $ 4,865 and $ 4,446 , respectively. For the three months ended March 31, 2023 and 2022, the amortization of debt issuance costs in interest expense, net in the unaudited condensed consolidated statements of operations and comprehensive income was approximately $ 419 . Credit Agreement On August 21, 2014, we 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 us. Under the Credit Agreement and with respect to the First Lien Term Loan, we 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, we had the option of selecting either (i) a Base Rate interest rate plus a variable margin of 2.50 % to 3.00 %, based on our 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 our First Lien Net Leverage Ratio. First Lien Term Loan In February 2020, we entered into Amendment No. 1 to Amended and Restated First Lien Credit Agreement (“Amended First Lien Credit Agreement”) which amended and restated the Amended and Restated First Lien Credit Agreement entered into in May 2019 (the “First Lien Credit Agreement”). The Amended First Lien Credit Agreement changed the interest rate spreads associated with the First Lien Credit Agreement where (i) the variable margin associated with the Base Rate interest rate plus a variable margin based on our 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 our First Lien Net Leverage Ratio changed from 3.25% to 3.50% to 3.00% to 3.25%. In December 2021, in connection with the Clean Streak Ventures acquisition, we entered into Amendment No. 3 to the Amended and Restated First Lien Credit Agreement (“Amended First Lien Credit Agreement”) which amended and restated the Amended and Restated First Lien Credit Agreement entered into in May 2019 ("First Lien Credit Agreement"). Under the terms of the Amended First Lien Credit Agreement, 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 debt issuance costs. In December 2022, we entered into Amendment No. 4 to its Amended and Restated First Lien Credit Agreement with the lenders party thereto, and Jeffries Finance LLC, as administrative agent, to transition from LIBOR to Eurocurrency rate SOFR spread, whereas all revolver borrowings and term loan borrowings under the existing credit agreement will be SOFR based. All other terms governing this term loan facility remained substantially the same. As of March 31, 2023 and December 31, 2022, the amount outstanding under the First Lien Term Loan was $ 901,201 . As of March 31, 2023 and December 31, 2022, the interest rate on the First Lien Term Loan wa s 7.99 % a nd 7.42 %, respectively. The Amended and Restated First Lien Credit Agreement requires us to maintain compliance with a First Lien Net Leverage Ratio. As of March 31, 2023, we were in compliance with the First Lien Net Leverage Ratio financial covenant of the Amended and Restated First Lien Credit Agreement. Revolving Commitment In May 2019, as a part of the Amended and Restated First Lien Credit Agreement, the Revolving Commitment was increased from $ 50,000 to $ 75,000 and the expiration date was changed from August 21, 2019 to May 14, 2024 . We had the option of selecting either a Base Rate interest rate plus a variable margin based on our First Lien Net Leverage Ratio (ranging from 2.0 % to 2.5 %) or a Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on our First Lien Net Leverage Ratio (ranging from 3.0 % to 3.5 %). In June 2021, we entered into Amendment No. 2 to Amended and Restated First Lien Credit Agreement that (i) increased the maximum available borrowing capacity under the Revolving Commitment from $ 75,000 to $ 150,000 and (ii) extended the maturity date of the Revolving Commitment to the earliest to occur of (a) June 4, 2026, (b) the date that is six months prior to the maturity date of the First Lien Term Loan (provided that clause (b) shall not apply if the maturity date for the First Lien Term Loan is extended to a date that is at least six months after June 4, 2026, the First Lien Term Loan is refinanced having a maturity date at least six months after June 4, 2026, or the First Lien Term Loan is paid in full), (c) the date that commitments under the Revolving Commitment are permanently reduced to zero, and (d) the date of the termination of the commitments under the Revolving Commitment. The increase to the maximum available borrowing capacity was effected on the close of our initial public offering in June 2021. As of March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022, the available borrowing capacity under the Revolving Commitment was $ 148,808 and $ 148,581 , respectively. In addition, an unused commitment fee based on our First Lien Net Leverage Ratio is payable on the average of the unused borrowing capacity under the Revolving Commitment. As of March 31, 2023 and December 31, 2022, the unused commitment fee was 0.25 % . Standby Letters of Credit As of March 31, 2023 , we have 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 subsequent to the First Lien Credit Agreement. Any letter of credit issued under the Credit Agreement has an expiration date which is the earlier of (i) no later than 12 months from the date of issuance or (ii) five business days prior to the maturity date of the Revolving Commitment, as amended under Amendment No. 2 to Amended and Restated First Lien Credit Agreement . Letters of credit under the Revolving Commitment reduce the maximum available borrowing capacity under the Revolving Commitment. As of March 31, 2023 and December 31, 2022, the amounts associated with outstanding letters of credit were $ 1,192 and $ 1,419 , respectively, and unused letters of credit under the Revolving Commitment were $ 8,808 an d $ 8,581 , re spectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023: Fair Value Measurements Total Level 1 Level 2 Level 3 Liabilities: Contingent Consideration $ 4,750 $ - $ - $ 4,750 The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2022: Fair Value Measurements Total Level 1 Level 2 Level 3 Liabilities: Contingent Consideration $ 5,250 $ - $ - $ 5,250 We measure the fair value of our 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 March 31, 2 0 23 and December 31, 2 0 22 , the fair value of our First Lien Term Loan approximated its carrying value due to the debt’s variable interest rate terms . As of March 31, 2023 we held no assets in cash investments. As of December 31, 2022, the Company also recognized assets in cash investments of $ 5,032 , of which $ 4,992 are held in commercial paper and categorized as Level 2 assets and $ 40 held in money market funds, which are categorized as Level 1 assets. These investments have maturities of less than 90 days and are recorded within Cash and cash equivalents on the consolidated balance sheet. During the three months ended March 31, 2023, all cash investments matured and $ 57 of interest income is included in Interest expense, net, in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. We recognized a Level 3 contingent consideration liability in connection with the Downtowner Car Wash acquisition in December 2021. We 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 our most recent financial projection for future periods subject to earn-out payments. There are two components to the contingent consideration: a payment when we obtain 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 acquired business. A change in the forecasted revenue or projected opening dates could result in a significantly lower or higher fair value measurement. We 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 March 31, 2023 . During the three months ended March 31, 2023, a payment of $ 500 was made upon receipt of certificate of occupancy. During the three months ended March 31, 2 0 23 and 2 0 22 , there were no transfers between fair value measurement levels. |
Interest Rate Swap
Interest Rate Swap | 3 Months Ended |
Mar. 31, 2023 | |
Interest Rate Cash Flow Hedges [Abstract] | |
Interest Rate Swap | 10. Interest Rate Swap In May 2020, we 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 our variable-rate First Lien Term Loan. We designated the Swap as a cash flow hedge. In October 2022, the interest rate swap expired and was not replaced by a new interest rate swap. For the three months ended March 31, 2023 and 2022, amounts reported in other comprehensive income in the accompanying unaudited condensed consolidated statements of operations and comprehensive income are net of tax of $ 0 and $ 625 , respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | 11. Leases Balance sheet information related to leases consisted of the following for the periods presented: As of Classification March 31, 2023 December 31, 2022 Assets Operating Operating right of use assets, net $ 776,496 $ 776,689 Finance Property and equipment, net 14,069 14,320 Total lease assets $ 790,565 $ 791,009 Liabilities Current Operating Current maturities of operating lease liability $ 41,279 $ 40,367 Finance Current maturities of finance lease liability 687 668 Long-term Operating Operating lease liability 758,752 759,775 Finance Financing lease liability 14,599 14,779 Total lease liabilities $ 815,317 $ 815,589 Components of total lease cost, net, consisted of the following for the periods presented: Three Months Ended March 31, 2023 2022 Operating lease expense (1) $ 24,011 $ 21,204 Finance lease expense Amortization of lease assets 251 242 Interest on lease liabilities 276 285 Short-term lease expense 14 8 Variable lease expense (2) 6,703 5,141 Total $ 31,255 $ 26,880 (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 our 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 March 31, 2023 2022 Operating cash flows from operating leases $ 23,766 $ 21,461 Operating cash flows from finance leases $ 276 $ 285 Financing cash flows from finance leases $ 161 $ 134 Operating lease ROU assets obtained in exchange for lease liabilities $ 10,527 $ 7,818 Finance lease ROU assets obtained in exchange for lease liabilities $ - $ - Weighted-average remaining operating lease term 13.95 14.27 Weighted-average remaining finance lease term 16.17 17.08 Weighted-average operating lease discount rate 7.43 % 6.66 % Weighted-average finance lease discount rate 7.33 % 7.33 % As of March 31, 2023, lease obligation maturities were as follows: Fiscal Year Ending: Operating Leases Finance Leases 2022 (remaining nine months) $ 72,396 $ 1,318 2023 96,632 1,780 2024 96,438 1,786 2025 95,295 1,792 2026 91,681 1,819 Thereafter 861,091 20,271 Total future minimum obligations $ 1,313,533 $ 28,766 Less: Present value discount ( 513,502 ) ( 13,480 ) Present value of net future minimum lease obligations $ 800,031 $ 15,286 Less: current portion ( 41,279 ) ( 687 ) Long-term obligations $ 758,752 $ 14,599 Forward-Starting Leases As of March 31, 2023, we entered int o nine leases th at had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in years 2023 through 2025 with initial lease terms of 15 to 20 years . As of December 31, 2022 , we entered into seven leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in the remainder of 2023, or 2024 or 2025 with initial lease terms of 15 to 20 years . Sale-Leaseback Transactions During the three months ended March 31, 2023 , we completed two sale-leaseback transactions related to car wash locations with aggregate consideration of $ 9,213 , resulting in a net gain of $ 370 , which are included in (Gain) loss on sale of assets in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. Contemporaneously with the closing of the sales, we entered into lease agreements for the properties for initial 20-year terms. For the sale-leaseback transactions consummated in the three months ended March 31, 2023, the cumulative initial annual rent for the properties was approximately $ 559 , subject to annual escalations. These leases are accounted for as operating leases. During the three months ended March 31, 2022 , we did not complete any sale-leaseback transactions. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity As of March 31, 2023 , there were 1,000,000,000 shares of common stock authorized , 311,276,074 shares of common stock issued, and 308,101,847 shares of common stock outstanding. As of December 31, 2022 , there were 1,000,000,000 shares of common stock authorized, 309,800,757 shares of common stock issued, and 306,626,530 shares of common stock outstanding. As of March 31, 2023 and December 31, 2022 , there were 5,000,000 shares of preferred stock authorized and none were issued or outstanding. We use the cost method to account for treasury stock. As of March 31, 2023, and December 31, 2022, we had 3,174,227 shares of treasury stock. As of March 31, 2023 and December 31, 2022, 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 | 3 Months Ended |
Mar. 31, 2023 | |
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”), we may grant incentive stock options or nonqualified stock options to purchase shares of our common stock to our 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. In June 2021, we 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 our stockholders and became effective on June 25, 2021. Under the 2021 Plan, we 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 our 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 our common stock upon vesting. The fair value is calculated based upon our 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 our stockholders and became effective in June 2021. The 2021 ESPP authorizes the initial issuance of up to 5,000,000 shares of our 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. We 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 our 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, 2023 is 7,322,350 . 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: Three Months Ended March 31, Three Months Ended March 31, 2023 2022 Expected volatility 53.90 % 34.33 % Risk-free interest rate 4.53 % 0.07 % Expected term (in years) 0.49 0.49 Expected dividend yield None 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: Three Months Ended March 31, 2023 2022 Expected volatility 43.74 % - Risk-free interest rate 4.21 % - Expected term (in years) 6.26 - Expected dividend yield None - Stock Options A summary of our 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, 2022 15,651,622 9,882,278 25,533,900 $ 2.31 Granted 1,167,755 - 1,167,755 $ 9.25 Exercised ( 735,682 ) ( 698,822 ) ( 1,434,504 ) $ 0.77 Forfeited ( 102,398 ) - ( 102,398 ) $ 11.48 Outstanding as of March 31, 2023 15,981,297 9,183,456 25,164,753 $ 2.68 Options vested or expected to vest as of March 31, 2023 15,461,613 9,183,456 24,645,069 $ 3.40 Options exercisable as of March 31, 2023 11,562,966 9,183,456 20,746,422 $ 1.26 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, 2022 3,704,919 - $ 3.90 $ - Non-vested as of March 31, 2023 4,396,028 - $ 4.25 $ - Granted during the period 1,167,755 - $ 4.56 $ - Vested during the period 377,684 - $ 1.58 $ - Forfeited/canceled during the period 98,962 - $ 5.03 $ - We granted 1,167,755 Time Vesting Options with a grant date fair value of $ 5,325 during the three months ended March 31, 2023 . There were no Performance Vesting Options granted during the three months ended March 31, 2023. The fair value of shares attributable to stock options that vested during the three months ended March 31, 2023 was $ 3,460 . As of March 31, 2023, the weighted-average remaining contractual life of outstanding stock options was approximatel y 3.99 years. Restricted Stock Units The following table summarizes our RSU activity since December 31, 2022: Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2022 2,075,859 $ 13.55 Granted 575,672 $ 9.25 Vested ( 4,296 ) $ 11.64 Forfeited ( 104,288 ) $ 13.27 Unvested as of March 31, 2023 2,542,947 $ 12.59 We granted 575,672 RSUs with a grant date fair value of $ 5,325 during the three months ended March 31, 2023. The fair value of shares attributable to RSUs that vested during the three months ended March 31, 2023 was $ 45 . As of March 31, 2023, the weighted-average remaining contractual life of outstanding RSUs was approximately 9.02 yea rs. Stock-Based Compensation Expense We 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. We 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 March 31, 2023 2022 Cost of labor and chemicals $ 2,050 $ 1,871 General and administrative 3,311 3,648 Total stock-based compensation expense $ 5,361 $ 5,519 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 March 31, 2023 2022 Time Vesting Options $ 1,596 $ 1,920 RSUs 3,479 3,226 2021 ESPP 286 373 Total stock-based compensation expense $ 5,361 $ 5,519 As of March 31, 2023, total unrecognized compensation expense related to unvested Time Vesting Options was $ 10,928 , which is expected to be recognized over a weighted-average period of 4.02 years. As of March 31, 2023, 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 March 31, 2023, total unrecognized compensation expense related to unvested RSUs was $ 17,507 , which is expected to be recognized over a weighted-average period of 2.42 years. As of March 31, 2023, total unrecognized compensation expense related to unvested stock purchase rights under the 2021 ESPP was $ 143 , which is expected to be recognized over a weighted-average period of 0.12 years. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | 14. Business Combinations From time to time, we may pursue acquisitions of conveyorized car washes that either strategically fit with the business or expand our presence in new and attractive markets. We account 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, we 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 cons olidated financial statements reflect the operations of an acquired business starting from the effective date of the acquisition. No acquisition-related costs were expensed during the three months ended March 31, 2023 and $ 129 of acquisition-related costs were expensed for the three months ended March 31, 2022, 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 months ended March 31, 2022 , the amount of acquired goodwill not deductible for income tax purposes was no t material. 2023 Acquisitions We did not consummate any acquisitions during the three months ended March 31, 2023. 2022 Acquisitions For the year ended December 31, 2022, we acquired the assets and liabilities of 11 conveyorized car washes in four acquisitions for total consideration of approximately $ 98,548 , which was paid in cash. These acquisitions resulted in the preliminary recognition of $ 57,856 of goodwill, $ 37,174 of property and equipment, $ 1,540 of intangible assets related to covenant not to compete, $ 1,978 of other assets and liabilities. There were no adjustments related to 2022 acquisitions in the current year. 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 Minnesota (Top Wash) 3 August California (Rapid Xpress) 3 December |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Litigation From time to time, we are party to pending or threatened lawsuits arising out of or incident to the ordinary course of business. We carry 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 We carry a broad range of insurance coverage, including general and business auto liability, commercial property, workers’ compensation, cyber risk, and general umbrella policies. As of March 31, 2023 and December 31, 2022, we accrued $ 2,033 and $ 3,230 , respectively, for assessments on insurance claims filed, which are included in other accrued expenses in the accompanying unaudited condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, we recorded $ 1,759 and $ 2,627 , 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 us utilize, or in the past have utilized, hazardous substances generally in compliance with applicable law. Periodically, we have had minor claims asserted against it by regulatory agencies or private parties for environmental matters relating to the handling of hazardous substances by us, 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 us, may not result in additional environmental claims being asserted against us or additional investigations or remedial actions being required. We are not aware of any significant remediation matters as of March 31, 2023. 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, we are unable to reasonably estimate the ultimate cost of claims asserted against us related to environmental matters; however, we do not believe such costs will be material to its unaudited condensed consolidated financial statements. In addition to potential claims asserted against us, there are certain regulatory obligations associated with these facilities. We also have 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 we have recognized a provisional amount. As of March 31, 2023 and December 31, 2022, we recorded an environmental remediation accrual of $ 10 and $ 12 , wh ich is included in other accrued expenses in the accompanying unaudited condensed consolidated balance sheets. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Subsequent to March 31, 2023, we completed five sale-leaseback transaction s related to our car wash locations with aggregate consideration of $ 59.2 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 we have 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 $ 47 and $ 76 a s of March 31, 2023 and December 31, 2022, respectively. The activity in the allowance for doubtful accounts was immaterial for the three months ended March 31, 2023 and 2022 . |
Other Receivables | Other Receivables Other receivables consisted of the following for the periods presented: As of March 31, 2023 December 31, 2022 Payroll tax withholding and exercise proceeds receivable $ 85 $ 273 Construction receivable 6,462 6,199 Income tax receivable 3,353 4,387 Insurance receivable 1,759 2,627 Other 2,457 1,696 Total other receivables $ 14,116 $ 15,182 |
Inventory, Net | Inventory, Net Inventory consisted of the following for the periods presented: As of March 31, 2023 December 31, 2022 Chemical washing solutions $ 8,391 $ 9,357 Reserve for obsolescence ( 163 ) ( 183 ) Total inventory, net $ 8,228 $ 9,174 The activity in the reserve for obsolescence was immaterial for the three months ended March 31, 2023 and 2022 . |
Revenue Recognition | Revenue Recognition The following table summarizes the composition of our net revenues for the periods presented: Three Months Ended March 31, 2023 2022 Recognized over time $ 156,891 $ 140,874 Recognized at a point in time 68,970 78,008 Other revenue 99 537 Net revenues $ 225,960 $ 219,419 |
Net Income Per Share | Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income 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 March 31, 2023 2022 Numerator: Net income $ 21,136 $ 35,488 Denominator: Weighted-average common shares outstanding - basic 307,291,909 300,931,453 Effect of potentially dilutive securities: Stock options 19,798,577 27,010,017 Restricted stock units 498,213 1,230,967 Employee stock purchase plan 19,567 - Weighted-average common shares outstanding - diluted 327,608,266 329,172,437 Net income per share - basic $ 0.07 $ 0.12 Net income per share - diluted $ 0.06 $ 0.11 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 March 31, 2023 2022 Stock options 2,677,756 2,041,141 Restricted stock units 356,400 - Employee stock purchase plan 3,619 - |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. We adopted the new standard on January 1, 2023 and was applied prospectively. We reviewed our business processes and controls to support the recognition and disclosure as required under the new standard. The adoption of this new standard did not have a material impact on our unaudited condensed consolidated financial statements. 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. This update requires 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. This update was effective for us as of January 1, 2023, and the adoption of this new standard did not have a material impact on our condensed consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Other Receivables | Other receivables consisted of the following for the periods presented: As of March 31, 2023 December 31, 2022 Payroll tax withholding and exercise proceeds receivable $ 85 $ 273 Construction receivable 6,462 6,199 Income tax receivable 3,353 4,387 Insurance receivable 1,759 2,627 Other 2,457 1,696 Total other receivables $ 14,116 $ 15,182 |
Schedule of Inventory | Inventory consisted of the following for the periods presented: As of March 31, 2023 December 31, 2022 Chemical washing solutions $ 8,391 $ 9,357 Reserve for obsolescence ( 163 ) ( 183 ) Total inventory, net $ 8,228 $ 9,174 |
Schedule of Composition of Revenue | The following table summarizes the composition of our net revenues for the periods presented: Three Months Ended March 31, 2023 2022 Recognized over time $ 156,891 $ 140,874 Recognized at a point in time 68,970 78,008 Other revenue 99 537 Net revenues $ 225,960 $ 219,419 |
Schedule of Reconciliations of Numerators and Denominators of Basic and Diluted Net 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 March 31, 2023 2022 Numerator: Net income $ 21,136 $ 35,488 Denominator: Weighted-average common shares outstanding - basic 307,291,909 300,931,453 Effect of potentially dilutive securities: Stock options 19,798,577 27,010,017 Restricted stock units 498,213 1,230,967 Employee stock purchase plan 19,567 - Weighted-average common shares outstanding - diluted 327,608,266 329,172,437 Net income per share - basic $ 0.07 $ 0.12 Net income per share - diluted $ 0.06 $ 0.11 |
Schedule of Antidilutive Shares Excluded from Computation of Diluted 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 March 31, 2023 2022 Stock options 2,677,756 2,041,141 Restricted stock units 356,400 - Employee stock purchase plan 3,619 - |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following for the periods presented : As of March 31, 2023 December 31, 2022 Land $ 100,090 $ 94,594 Buildings and improvements 204,617 189,998 Finance leases 16,604 16,604 Leasehold improvements 118,952 115,811 Vehicles and equipment 236,175 229,453 Furniture, fixtures and equipment 90,567 86,613 Construction in progress 68,061 53,373 Property and equipment, gross 835,066 786,446 Less: accumulated depreciation ( 235,836 ) ( 223,288 ) Less: accumulated amortization - finance leases ( 2,535 ) ( 2,284 ) Property and equipment, net $ 596,695 $ 560,874 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Trade names and Trademarks $ 107,200 $ 200 $ 107,200 200 CPC Unity System 42,900 36,823 42,900 35,750 Customer relationships 9,700 6,048 11,800 8,240 Covenants not to compete 12,590 7,197 12,590 6,685 Other intangible assets, net $ 172,390 $ 50,268 $ 174,490 $ 50,875 |
Summary of Estimated Amortization Expense | As of March 31, 2023, estimated future amortization expense was as follows: Fiscal Year Ending: 2023 (remaining nine months) $ 5,051 2024 4,920 2025 1,699 2026 1,457 2027 629 Thereafter 1,366 Total estimated future amortization expense $ 15,122 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following for the periods presented: As of March 31, 2023 December 31, 2022 Balance at beginning of period $ 1,109,815 $ 1,060,221 Current period acquisitions - 57,856 Other provisional adjustments - ( 8,262 ) Balance at end of period $ 1,109,815 $ 1,109,815 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following for the periods presented: As of March 31, 2023 December 31, 2022 Utilities $ 5,806 $ 5,439 Accrued other tax expense 7,168 8,863 Insurance expense 2,105 3,275 Greenfield development accruals 5,969 18,772 Other 9,682 4,847 Total other accrued expenses $ 30,730 $ 41,196 Greenfield development accruals represent property and equipment costs, primarily related to land and buildings and improvements not yet invoiced as of March 31, 2023 and December 31, 2022 . |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following as of the periods presented: As of March 31, 2023 December 31, 2022 Credit agreement First lien term loan $ 901,201 $ 901,201 Less: unamortized discount and debt issuance costs ( 4,978 ) ( 5,371 ) First lien term loan, net 896,223 895,830 Total long-term portion of debt, net $ 896,223 $ 895,830 |
Schedule of Annual Maturities of Debt | As of March 31, 2023, annual maturities of debt were as follows: Fiscal Year Ending: 2023 (remaining nine months) $ - 2024 - 2025 - 2026 901,201 2027 - Thereafter - Total maturities of debt $ 901,201 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023: Fair Value Measurements Total Level 1 Level 2 Level 3 Liabilities: Contingent Consideration $ 4,750 $ - $ - $ 4,750 The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2022: Fair Value Measurements Total Level 1 Level 2 Level 3 Liabilities: Contingent Consideration $ 5,250 $ - $ - $ 5,250 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 December 31, 2022 Assets Operating Operating right of use assets, net $ 776,496 $ 776,689 Finance Property and equipment, net 14,069 14,320 Total lease assets $ 790,565 $ 791,009 Liabilities Current Operating Current maturities of operating lease liability $ 41,279 $ 40,367 Finance Current maturities of finance lease liability 687 668 Long-term Operating Operating lease liability 758,752 759,775 Finance Financing lease liability 14,599 14,779 Total lease liabilities $ 815,317 $ 815,589 |
Summary of Components of Total Lease Cost | Components of total lease cost, net, consisted of the following for the periods presented: Three Months Ended March 31, 2023 2022 Operating lease expense (1) $ 24,011 $ 21,204 Finance lease expense Amortization of lease assets 251 242 Interest on lease liabilities 276 285 Short-term lease expense 14 8 Variable lease expense (2) 6,703 5,141 Total $ 31,255 $ 26,880 (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 our 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 March 31, 2023 2022 Operating cash flows from operating leases $ 23,766 $ 21,461 Operating cash flows from finance leases $ 276 $ 285 Financing cash flows from finance leases $ 161 $ 134 Operating lease ROU assets obtained in exchange for lease liabilities $ 10,527 $ 7,818 Finance lease ROU assets obtained in exchange for lease liabilities $ - $ - Weighted-average remaining operating lease term 13.95 14.27 Weighted-average remaining finance lease term 16.17 17.08 Weighted-average operating lease discount rate 7.43 % 6.66 % Weighted-average finance lease discount rate 7.33 % 7.33 % |
Schedule of Lease Obligation Maturities | As of March 31, 2023, lease obligation maturities were as follows: Fiscal Year Ending: Operating Leases Finance Leases 2022 (remaining nine months) $ 72,396 $ 1,318 2023 96,632 1,780 2024 96,438 1,786 2025 95,295 1,792 2026 91,681 1,819 Thereafter 861,091 20,271 Total future minimum obligations $ 1,313,533 $ 28,766 Less: Present value discount ( 513,502 ) ( 13,480 ) Present value of net future minimum lease obligations $ 800,031 $ 15,286 Less: current portion ( 41,279 ) ( 687 ) Long-term obligations $ 758,752 $ 14,599 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: Three Months Ended March 31, Three Months Ended March 31, 2023 2022 Expected volatility 53.90 % 34.33 % Risk-free interest rate 4.53 % 0.07 % Expected term (in years) 0.49 0.49 Expected dividend yield None None |
Summary of Stock Option Activity | A summary of our 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, 2022 15,651,622 9,882,278 25,533,900 $ 2.31 Granted 1,167,755 - 1,167,755 $ 9.25 Exercised ( 735,682 ) ( 698,822 ) ( 1,434,504 ) $ 0.77 Forfeited ( 102,398 ) - ( 102,398 ) $ 11.48 Outstanding as of March 31, 2023 15,981,297 9,183,456 25,164,753 $ 2.68 Options vested or expected to vest as of March 31, 2023 15,461,613 9,183,456 24,645,069 $ 3.40 Options exercisable as of March 31, 2023 11,562,966 9,183,456 20,746,422 $ 1.26 |
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, 2022 3,704,919 - $ 3.90 $ - Non-vested as of March 31, 2023 4,396,028 - $ 4.25 $ - Granted during the period 1,167,755 - $ 4.56 $ - Vested during the period 377,684 - $ 1.58 $ - Forfeited/canceled during the period 98,962 - $ 5.03 $ - |
Summary of Restricted Stock Activity | The following table summarizes our RSU activity since December 31, 2022: Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2022 2,075,859 $ 13.55 Granted 575,672 $ 9.25 Vested ( 4,296 ) $ 11.64 Forfeited ( 104,288 ) $ 13.27 Unvested as of March 31, 2023 2,542,947 $ 12.59 |
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 March 31, 2023 2022 Cost of labor and chemicals $ 2,050 $ 1,871 General and administrative 3,311 3,648 Total stock-based compensation expense $ 5,361 $ 5,519 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 March 31, 2023 2022 Time Vesting Options $ 1,596 $ 1,920 RSUs 3,479 3,226 2021 ESPP 286 373 Total stock-based compensation expense $ 5,361 $ 5,519 |
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: Three Months Ended March 31, 2023 2022 Expected volatility 43.74 % - Risk-free interest rate 4.21 % - Expected term (in years) 6.26 - Expected dividend yield None - |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Two Thousand Twenty One Acquisitions | |
Schedule of Business Acquisitions | Location (Seller) Number of Washes Month Acquired Georgia (Bamboo Carwash) 1 April California (Speedwash) 4 April Minnesota (Top Wash) 3 August California (Rapid Xpress) 3 December |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2023 CarWash State | |
Nature Of Business [Line Items] | |
Disposal date of operations | Mar. 31, 2023 |
Number of states in entity operates | State | 21 |
Retail Site | |
Nature Of Business [Line Items] | |
Number of operating segments | CarWash | 439 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Allowance for doubtful accounts | $ 47 | $ 76 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Other Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Payroll tax withholding and exercise proceeds receivable | $ 85 | $ 273 |
Construction receivable | 6,462 | 6,199 |
Income tax receivable | 3,353 | 4,387 |
Insurance receivable | 1,759 | 2,627 |
Other | 2,457 | 1,696 |
Total other receivables | $ 14,116 | $ 15,182 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Chemical washing solutions | $ 8,391 | $ 9,357 |
Reserve for obsolescence | (163) | (183) |
Total inventory, net | $ 8,228 | $ 9,174 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Composition of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Net revenues | $ 225,960 | $ 219,419 |
Recognized Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 156,891 | 140,874 |
Recognized at a Point in Time | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 68,970 | 78,008 |
Other Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | $ 99 | $ 537 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Reconciliations of Numerators and Denominators of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income | $ 21,136 | $ 35,488 |
Denominator: | ||
Weighted-average common shares outstanding - basic | 307,291,909 | 300,931,453 |
Effect of potentially dilutive securities: | ||
Weighted-average common shares outstanding - diluted | 327,608,266 | 329,172,437 |
Net income per share - basic | $ 0.07 | $ 0.12 |
Net income per share - diluted | $ 0.06 | $ 0.11 |
Stock Options | ||
Effect of potentially dilutive securities: | ||
Weighted-average common shares outstanding - diluted | 19,798,577 | 27,010,017 |
Restricted Stock Units | ||
Effect of potentially dilutive securities: | ||
Weighted-average common shares outstanding - diluted | 498,213 | 1,230,967 |
Employee Stock Purchase Plan | ||
Effect of potentially dilutive securities: | ||
Weighted-average common shares outstanding - diluted | 19,567 | 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Antidilutive Shares Excluded from Computation of Diluted Net Income Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 2,677,756 | 2,041,141 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 356,400 | 0 |
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 | 3,619 | 0 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 835,066 | $ 786,446 |
Less: accumulated depreciation | (235,836) | (223,288) |
Less: accumulated amortization - finance leases | (2,535) | (2,284) |
Property and equipment, net | 596,695 | 560,874 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 100,090 | 94,594 |
Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 204,617 | 189,998 |
Finance Leases [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,604 | 16,604 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 118,952 | 115,811 |
Vehicles and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 236,175 | 229,453 |
Furniture, Fixtures and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 90,567 | 86,613 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 68,061 | $ 53,373 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 15,379 | $ 12,934 |
Amortization expense | $ 251 | $ 242 |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Summary of Components of Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 172,390 | $ 174,490 |
Accumulated Amortization | 50,268 | 50,875 |
Trade names and Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 107,200 | 107,200 |
Accumulated Amortization | 200 | 200 |
C P C Unity System | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,900 | 42,900 |
Accumulated Amortization | 36,823 | 35,750 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,700 | 11,800 |
Accumulated Amortization | 6,048 | 8,240 |
Covenants Not to Compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,590 | 12,590 |
Accumulated Amortization | $ 7,197 | $ 6,685 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amortization of Intangible Assets | $ 1,677 | $ 1,769 |
Other Intangible Assets, Net _3
Other Intangible Assets, Net - Summary of Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2023 (remaining nine months) | $ 5,051 |
2024 | 4,920 |
2025 | 1,699 |
2026 | 1,457 |
2027 | 629 |
Thereafter | 1,366 |
Total estimated future amortization expense | $ 15,122 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 1,109,815 | $ 1,060,221 |
Current period acquisitions | 0 | 57,856 |
Other provisional adjustments | 0 | (8,262) |
Balance at end of period | $ 1,109,815 | $ 1,109,815 |
Other Accrued Expenses - Schedu
Other Accrued Expenses - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Utilities | $ 5,806 | $ 5,439 |
Accrued other tax expense | 7,168 | 8,863 |
Insurance expense | 2,105 | 3,275 |
Greenfield Development Accruals | 5,969 | 18,772 |
Other | 9,682 | 4,847 |
Total other accrued expenses | $ 30,730 | $ 41,196 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate | 24.10% | 18.90% |
Year to provision for income tax effective tax rate | 25.30% | 27% |
Favourable tax impact | $ 340,000 | $ 3,537,000 |
Unrecognized tax benefits | $ 0 | $ 0 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Annual effective tax rate | 1.70% |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Term Loan | $ 901,201 | |
Total long-term portion of debt, net | 896,223 | $ 895,830 |
Senior Notes [Member] | First Lien Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Term Loan | 901,201 | 901,201 |
Less: unamortized discount and debt issuance costs | (4,978) | (5,371) |
First lien term loan, net | $ 896,223 | $ 895,830 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Debt (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (remaining nine months) | $ 0 |
2024 | 0 |
2025 | 0 |
2026 | 901,201 |
2027 | 0 |
Thereafter | 0 |
Total maturities of debt | $ 901,201 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Aug. 21, 2014 | May 31, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | |||||||
Unamortized deferred financing costs | $ 5,310,000 | $ 5,729,000 | |||||
Accumulated amortization of deferred financing costs | 4,865,000 | $ 4,446,000 | |||||
Amortization of debt issuance costs | $ 419,000 | $ 419,000 | |||||
Long-term Debt, Description | Under the Credit Agreement and with respect to the First Lien Term Loan, we 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 | 7.99% | 7.42% | |||||
Line of Credit Facility, Expiration Date | May 14, 2026 | ||||||
Amount Outstanding | $ 901,201,000 | ||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | 0.25% | |||||
Standby Letters of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Letter of Credit, Expiration | Any letter of credit issued under the Credit Agreement has an expiration date which is the earlier of (i) no later than 12 months from the date of issuance or (ii) five business days prior to the maturity date of the Revolving Commitment, as amended under Amendment No. 2 to Amended and Restated First Lien Credit Agreement | ||||||
Letters of Credit Outstanding, Amount | $ 1,192,000 | $ 1,419,000 | |||||
Standby Letters of Credit | $ 10,000,000 | ||||||
Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | 2% | |||||
Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 3% | 2.50% | |||||
First Lien Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Description | The Amended First Lien Credit Agreement changed the interest rate spreads associated with the First Lien Credit Agreement where (i) the variable margin associated with the Base Rate interest rate plus a variable margin based on our 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 our First Lien Net Leverage Ratio changed from 3.25% to 3.50% to 3.00% to 3.25%. | ||||||
Proceeds from debt borrowings | $ 285,962,000 | ||||||
Amount Outstanding | $ 901,201,000 | 901,201,000 | |||||
First Lien Term Loan | Line of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Revolving Commitment | $ 150,000,000 | ||||||
First Lien Term Loan | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Available Borrowing Capacity | 290,000,000 | ||||||
First Lien Term Loan | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Available Borrowing Capacity | $ 903,301,000 | ||||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Description | Under the Credit Agreement and with respect to the Revolving Commitment, we had the option of selecting either (i) a Base Rate interest rate plus a variable margin of 2.50% to 3.00%, based on our 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 our First Lien Net Leverage Ratio. | ||||||
Maximum Available Borrowing Capacity | $ 148,808,000 | 148,581,000 | |||||
Line of Credit Facility, Expiration Date | May 14, 2024 | ||||||
Revolving Commitment | 8,808,000 | 8,581,000 | |||||
Amount Outstanding | $ 0 | $ 0 | |||||
Revolving Credit Facility [Member] | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Available Borrowing Capacity | $ 50,000,000 | $ 75,000,000 | |||||
Revolving Credit Facility [Member] | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Maximum Available Borrowing Capacity | $ 75,000,000 | $ 150,000,000 | |||||
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% | 3% | |||||
Eurodollar | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 4% | 3.50% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | $ 4,750 | $ 5,250 |
Level 1 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 2 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 3 | ||
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 3 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | $ 4,750 | $ 5,250 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
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 | |
Fair value, assets, level 2 to level 1 transfers, amount1 | 0 | $ 0 | |
Fair value, assets transfers into level 3, amount | 0 | 0 | |
Fair value, assets transfers out of level 3, amount | 0 | $ 0 | |
Cash and cash equivalents fair value investment | $ 0 | 5,032 | |
Investment maturity term | These investments have maturities of less than 90 days | ||
Interest income included in interest expense, net | $ 57 | ||
Fair value, liabilities transfers into level 3, amount | 0 | ||
Payment made upon receipts of certificate of occupancy | 500 | ||
Level 1 | Money Market Funds | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents fair value investment | 40 | ||
Level 2 | Commercial Paper | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash and cash equivalents fair value investment | 4,992 | ||
Level 3 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Assets, fair value disclosure | 0 | 0 | |
Liabilities, fair value disclosure | $ 0 | $ 0 |
Interest Rate Swap - Additional
Interest Rate Swap - Additional Information (Details) - Interest Rate Swap - Cash Flow Hedging - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | May 31, 2020 | |
Derivatives Fair Value [Line Items] | |||
Other comprehensive income (loss) | $ 0 | $ 625 | |
Designated as Hedging Instrument | |||
Derivatives Fair Value [Line Items] | |||
Derivative, Notional Amount | $ 550,000 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Operating right of use assets, net | $ 776,496 | $ 776,689 |
Total lease assets | 790,565 | 791,009 |
Current | ||
Current maturities of operating lease liability | 41,279 | 40,367 |
Current maturities of finance lease liability | 687 | 668 |
Long-term | ||
Operating lease liability | 758,752 | 759,775 |
Financing lease liability | 14,599 | 14,779 |
Total lease laibilities | 815,317 | 815,589 |
Finance Lease [Member] | ||
Assets | ||
Property and equipment, net | $ 14,069 | $ 14,320 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Leases - Summary of Components
Leases - Summary of Components of Total Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Leases [Abstract] | |||
Operating lease expense | [1] | $ 24,011 | $ 21,204 |
Amortization of lease assets | 251 | 242 | |
Interest on lease liabilities | 276 | 285 | |
Short-term lease expense | 14 | 8 | |
Variable lease expense | [2] | 6,703 | 5,141 |
Total | $ 31,255 | $ 26,880 | |
[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 our 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 23,766 | $ 21,461 |
Operating cash flows from finance leases | 276 | 285 |
Financing cash flows from finance leases | 161 | 134 |
Operating lease ROU assets obtained in exchange for lease liabilities | 10,527 | 7,818 |
Finance lease ROU assets obtained in exchange for lease liabilities | $ 0 | $ 0 |
Weighted-average remaining operating lease term | 13 years 11 months 12 days | 14 years 3 months 7 days |
Weighted-average remaining finance lease term | 16 years 2 months 1 day | 17 years 29 days |
Weighted-average operating lease discount rate | 7.43% | 6.66% |
Weighted-average finance lease discount rate | 7.33% | 7.33% |
Leases - Schedule of Lease Obli
Leases - Schedule of Lease Obligation Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2022 (remaining nine months) | $ 72,396 | |
2023 | 96,632 | |
2024 | 96,438 | |
2025 | 95,295 | |
2026 | 91,681 | |
Thereafter | 861,091 | |
Total future minimum obligations | 1,313,533 | |
Less: Present value discount | (513,502) | |
Present value of net future minimum lease obligations | 800,031 | |
Less: current portion | (41,279) | $ (40,367) |
Long-term obligations | 758,752 | 759,775 |
2022 (remaining nine months) | 1,318 | |
2023 | 1,780 | |
2024 | 1,786 | |
2025 | 1,792 | |
2026 | 1,819 | |
Thereafter | 20,271 | |
Total future minimum obligations | 28,766 | |
Less: Present value discount | (13,480) | |
Present value of net future minimum lease obligations | 15,286 | |
Less: current portion | (687) | (668) |
Financing lease liability | $ 14,599 | $ 14,779 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | |
May 02, 2023 Transaction | Mar. 31, 2023 USD ($) Lease Transaction | Dec. 31, 2022 Lease | |
Lessor Lease Description [Line Items] | |||
Number of Leases | Lease | 9 | 7 | |
Number of sale leaseback transaction | Transaction | 5 | 2 | |
Sale and leaseback transaction, aggregate consideration | $ 9,213 | ||
Sale and leaseback transaction, gain (loss), net | 370 | ||
Sale and lease back transaction, annual rent | $ 559 | ||
Minimum [Member] | |||
Lessor Lease Description [Line Items] | |||
Lease not yet commenced, term of contract | 15 years | 15 years | |
Maximum [Member] | |||
Lessor Lease Description [Line Items] | |||
Lease not yet commenced, term of contract | 20 years | 20 years | |
Sale leaseback transaction, lease term | 20-year |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Stockholders' Equity Note [Abstract] | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock shares issued | 311,276,074 | 309,800,757 |
Common stock, shares, outstanding | 308,101,847 | 306,626,530 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares, issued | 0 | 0 |
Preferred stock shares, outstanding | 0 | 0 |
Treasury Stock, Shares | 3,174,227 | 3,174,227 |
Treasury Stock, Value | $ 6,091 | $ 6,091 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Jan. 01, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, Granted | 1,167,755 | ||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 3,460,000 | ||
Stock based compensation expense | $ 5,361,000 | $ 5,519,000 | |
Stock based compensation expense estimated forfeiture rate. | 6.96% | ||
Unvested Restricted Stock Shares, Granted | 575,672 | ||
Time Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, Granted | 1,167,755 | ||
Stock based compensation expense | $ 1,596,000 | 1,920,000 | |
Unrecognized compensation expense, total | 10,928,000 | ||
Share based compensation arrangement by share based payment award options total grant date fair value | $ 5,325,000 | ||
Weighted-average period for recognition of compensation expense related to unvested awards | 4 years 7 days | ||
Performance Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares, 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 7 days | ||
Stock based compensation expense | $ 3,479,000 | $ 3,226,000 | |
Unrecognized compensation expense, total | 17,507,000 | ||
Restricted stock units vested upon grant | 45,000 | ||
Share based compensation arrangement by share based payment award options total grant date fair value | $ 5,325,000 | ||
Weighted-average period for recognition of compensation expense related to unvested awards | 2 years 5 months 1 day | ||
Unvested Restricted Stock Shares, Granted | 575,672 | ||
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding, weighted average remaining contractual term | 3 years 11 months 26 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 | ||
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. | ||
Issuance of common stock pursuant to initial public offering , Shares | 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 | 7,322,350 | |
Unrecognized compensation expense, total | $ 143,000 | ||
Weighted-average period for recognition of compensation expense related to unvested awards | 1 month 13 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) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected votatility | 53.90% | 34.33% |
Risk-free interest rate | 4.53% | 0.07% |
Expected term (in years) | 5 months 26 days | 5 months 26 days |
Expected dividend yield | 0% | 0% |
Time Vesting Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected votatility | 43.74% | 0% |
Risk-free interest rate | 4.21% | 0% |
Expected term (in years) | 6 years 3 months 3 days | 0 years |
Expected dividend yield | 0% | 0% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 25,533,900 |
Number of shares, Granted | 1,167,755 |
Exercised | (1,434,504) |
Forfeited | (102,398) |
Outstanding Ending Balance | 25,164,753 |
Options vested or expected to vest as of March 31, 2023 | 24,645,069 |
Options exercisable as of March 31, 2023 | 20,746,422 |
Outstanding Beginning Balance | $ / shares | $ 2.31 |
Granted | $ / shares | 9.25 |
Exercised | $ / shares | 0.77 |
Forfeited | $ / shares | 11.48 |
Outstanding Ending Balance | $ / shares | 2.68 |
Options vested or expected to vest as of March 31, 2023 | $ / shares | 3.40 |
Options exercisable as of March 31, 2023 | $ / shares | $ 1.26 |
Time Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 15,651,622 |
Number of shares, Granted | 1,167,755 |
Exercised | (735,682) |
Forfeited | (102,398) |
Outstanding Ending Balance | 15,981,297 |
Options vested or expected to vest as of March 31, 2023 | 15,461,613 |
Options exercisable as of March 31, 2023 | 11,562,966 |
Performance Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 9,882,278 |
Number of shares, Granted | 0 |
Exercised | (698,822) |
Forfeited | 0 |
Outstanding Ending Balance | 9,183,456 |
Options vested or expected to vest as of March 31, 2023 | 9,183,456 |
Options exercisable as of March 31, 2023 | 9,183,456 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary Of Weighted-Average Grant Date Fair Value Of Stock Options (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Granted | 1,167,755 |
Time Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested as of December 31, 2022 | 3,704,919 |
Non-vested as of March 31, 2023 | 4,396,028 |
Number of shares, Granted | 1,167,755 |
Vested during the period | 377,684 |
Forfeited/canceled during the period | 98,962 |
Weighted-Average non-vested exercise price as of as of December 31, 2022 | $ / shares | $ 3.90 |
Weighted-Average non-vested exercise price as of as of March 31, 2023 | $ / shares | 4.25 |
Granted during the period | $ / shares | 4.56 |
Vested during the period | $ / shares | 1.58 |
Forfeited/canceled during the period | $ / shares | $ 5.03 |
Performance Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested as of December 31, 2022 | 0 |
Non-vested as of March 31, 2023 | 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 as of December 31, 2022 | $ / shares | $ 0 |
Weighted-Average non-vested exercise price as of as of March 31, 2023 | $ / 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) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Unvested Restricted Stock Shares, Beginning Balance | shares | 2,075,859 |
Unvested Restricted Stock Shares, Granted | shares | 575,672 |
Unvested Restricted Stock Shares, Vested | shares | (4,296) |
Unvested Restricted Stock Shares, Forfeited | shares | (104,288) |
Unvested Restricted Stock Shares, Ending Balance | shares | 2,542,947 |
Unvested Restricted Stock Weighted-average grant date fair value per share Beginning Balance | $ / shares | $ 13.55 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Granted] | $ / shares | 9.25 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Vested] | $ / shares | 11.64 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Forfeited] | $ / shares | 13.27 |
Unvested Restricted Stock Weighted-average grant date fair value per share Ending Balance | $ / shares | $ 12.59 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 5,361 | $ 5,519 |
Cost of Labor and Chemicals | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 2,050 | 1,871 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 3,311 | 3,648 |
Time Vesting Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 1,596 | 1,920 |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 3,479 | 3,226 |
Two Thousand And Twenty One Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 286 | $ 373 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) CarWash | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 0 | $ 129,000 | ||
Goodwill acquired | $ 0 | |||
Goodwill | 1,109,815,000 | $ 1,109,815,000 | $ 1,060,221,000 | |
Two Thousand Twenty Two Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | 98,548,000 | |||
Goodwill | 57,856,000 | |||
Property and equipment | 37,174,000 | |||
Other assets and liabilities | $ 1,978,000 | |||
Adjustments due to acquisitions | $ 0 | |||
Retail Site | Two Thousand Twenty Two Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of car washes | CarWash | 11 | |||
Noncompete Agreements | ||||
Business Acquisition [Line Items] | ||||
Weighted average amortization period intangible assets acquired | 5 years | |||
Noncompete Agreements | Two Thousand Twenty Two Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets related to covenants not to compete | $ 1,540,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions (Details) - CarWash | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Aug. 31, 2022 | Apr. 30, 2022 | Dec. 31, 2022 | |
Two Thousand Twenty Two Acquisitions | Retail Site | ||||
Business Acquisition [Line Items] | ||||
Number of car washes | 11 | |||
Georgia | Two Thousand Twenty One Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of car washes | 1 | |||
California | Two Thousand Twenty One Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of car washes | 3 | 4 | ||
MINNESOTA | Two Thousand Twenty One Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of car washes | 3 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Related Party Transaction [Line Items] | ||
Long-term portion of debt, net | $ 896,223 | $ 895,830 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Loss Contingencies [Line Items] | ||
Loss contingency, receivable, current | $ 1,759 | $ 2,627 |
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 | $ 2,033 | 3,230 |
Environmental remediation expense | 10 | 12 |
Other Receivable [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, receivable, current | $ 1,759 | $ 2,627 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended |
May 02, 2023 USD ($) Transaction | Mar. 31, 2023 Transaction | |
Subsequent Event Line Items | ||
Number of sale leaseback transaction | Transaction | 5 | 2 |
Sale Leaseback Transaction Net Book Value | $ | $ 59.2 |