Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 15, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MCW | ||
Entity Registrant Name | Mister Car Wash, Inc. | ||
Entity Central Index Key | 0001853513 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Transition Report | false | ||
Entity Common Stock Shares Outstanding | 301,361,856 | ||
Entity Public Float | $ 1,381,344,010 | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | None | ||
Document Annual Report | true | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Phoenix, AZ, USA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 19,738 | $ 114,647 |
Restricted cash | 120 | 3,227 |
Accounts receivable, net | 1,090 | 1,397 |
Other receivables | 22,796 | 4,258 |
Inventory, net | 6,334 | 6,415 |
Prepaid expenses and other current assets | 8,766 | 5,026 |
Total current assets | 58,844 | 134,970 |
Property and equipment, net | 472,448 | 263,034 |
Operating lease right of use assets, net | 718,533 | 681,538 |
Other intangible assets, net | 129,820 | 127,019 |
Goodwill | 1,060,221 | 737,415 |
Other assets | 8,236 | 4,477 |
Total assets | 2,448,102 | 1,948,453 |
Current liabilities: | ||
Accounts payable | 27,346 | 24,374 |
Accrued payroll and related expenses | 16,963 | 12,531 |
Other accrued expenses | 20,201 | 19,157 |
Current maturities of debt | 0 | 8,400 |
Current maturities of operating lease liability | 37,345 | 33,485 |
Current maturities of finance lease liability | 559 | 495 |
Deferred revenue | 27,815 | 24,505 |
Total current liabilities | 130,229 | 122,947 |
Long-term portion of debt, net | 896,336 | 1,054,820 |
Operating lease liability | 717,552 | 685,479 |
Financing lease liability | 15,359 | 15,917 |
Long-term deferred tax liability | 22,603 | 46,082 |
Other long-term liabilities | 8,871 | 6,558 |
Total liabilities | 1,790,950 | 1,931,803 |
Commitments and contingencies (Note 19) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 300,120,451 and 261,907,622 shares outstanding as of December 31, 2021 and December 31, 2020, respectively | 3,007 | 2,622 |
Additional paid-in capital | 752,343 | 91,523 |
Accumulated other comprehensive income (loss) | 225 | (1,117) |
Accumulated deficit | (98,423) | (76,378) |
Total stockholders’ equity | 657,152 | 16,650 |
Total liabilities and stockholders’ equity | $ 2,448,102 | $ 1,948,453 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares, outstanding | 300,120,451 | 261,907,622 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Consolidated Statements Of Operations And Comprehensive Income [Abstract] | |||
Net revenues | $ 758,357 | $ 574,941 | $ 629,528 |
Cost of labor and chemicals | 265,171 | 193,971 | 243,912 |
Other store operating expenses | 266,069 | 224,419 | 224,402 |
General and administrative | 254,815 | 51,341 | 84,806 |
(Gain) loss on sale of assets | (23,188) | (37,888) | 1,345 |
Total costs and expenses | 762,867 | 431,843 | 554,465 |
Operating (loss) income | (4,510) | 143,098 | 75,063 |
Other expense: | |||
Interest expense, net | 39,424 | 64,009 | 67,610 |
Loss on extinguishment of debt | 3,204 | 1,918 | 9,169 |
Total other expense | 42,628 | 65,927 | 76,779 |
(Loss) Income before taxes | (47,138) | 77,171 | (1,716) |
Income tax (benefit) provision | (25,093) | 16,768 | (2,636) |
Net (loss) income | (22,045) | 60,403 | 920 |
Other comprehensive income (loss), net of tax: | |||
Gain (loss) on interest rate swap | 1,342 | (1,117) | 0 |
Total comprehensive (loss) income | $ (20,703) | $ 59,286 | $ 920 |
Net (loss) income per share: | |||
Basic | $ (0.08) | $ 0.23 | $ 0 |
Diluted | $ (0.08) | $ 0.22 | $ 0 |
Weighted-average common shares outstanding: | |||
Basic | 280,215,579 | 261,773,267 | 260,479,344 |
Diluted | 280,215,579 | 275,920,367 | 272,453,855 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance at Dec. 31, 2018 | $ 127,747 | $ 2,597 | $ 87,922 | $ 37,228 | |
Beginning Balance , Shares at Dec. 31, 2018 | 259,722,528 | ||||
Stock-based compensation expense | 2,365 | 2,365 | |||
Issuance of common stock under employee plans | 713 | $ 23 | 690 | ||
Issuance of common stock under employee plans, shares | 2,278,340 | ||||
Shares repurchased | (619) | (619) | |||
Shares repurchased, Shares | (251,672) | ||||
Dividend paid | (194,728) | (194,728) | |||
Gain (loss) on interest rate swap | 0 | ||||
Net income (loss) | 920 | 920 | |||
Ending Balance at Dec. 31, 2019 | (63,602) | $ 2,620 | 90,358 | (156,580) | |
Ending Balance , Shares at Dec. 31, 2019 | 261,749,196 | ||||
Adoption of new accounting | 19,798 | 19,798 | |||
Stock-based compensation expense | 1,493 | 1,493 | |||
Issuance of common stock under employee plans | 46 | $ 2 | 44 | ||
Issuance of common stock under employee plans, shares | 184,650 | ||||
Shares repurchased | (372) | (372) | |||
Shares repurchased, Shares | (26,224) | ||||
Gain (loss) on interest rate swap | (1,117) | $ (1,117) | |||
Net income (loss) | 60,403 | 60,403 | |||
Ending Balance at Dec. 31, 2020 | 16,650 | $ 2,622 | 91,523 | (1,117) | (76,378) |
Ending Balance , Shares at Dec. 31, 2020 | 261,907,622 | ||||
Issuance of common stock pursuant to initial public offering | 439,556 | $ 313 | 439,243 | ||
Issuance of common stock pursuant to initial public offering, Shares | 31,250,000 | ||||
Stock-based compensation expense | 216,579 | 216,579 | |||
Vesting of restricted stock units, Shares | 7,680 | ||||
Issuance of common stock under employee plans | $ 7,830 | $ 72 | 7,758 | ||
Exercise | 6,406,042 | ||||
Shares repurchased | $ (2,760) | 2,760 | |||
Shares repurchased, Shares | 334,205 | ||||
Gain (loss) on interest rate swap | 1,342 | 1,342 | |||
Net income (loss) | (22,045) | (22,045) | |||
Ending Balance at Dec. 31, 2021 | $ 657,152 | $ 3,007 | $ 752,343 | $ (225) | $ (98,423) |
Ending Balance , Shares at Dec. 31, 2021 | 300,120,451 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2019 | |
Dividends payable, Per share | $ 0.75 | |
Net of issuance costs | $ 29,194 | $ 0 |
Initial Public Offering | ||
Net of issuance costs | $ 29,194 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (22,045) | $ 60,403 | $ 920 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 50,559 | 45,289 | 39,468 |
Stock-based compensation expense | 216,579 | 1,493 | 2,365 |
Deferred rent | 0 | 0 | 5,884 |
(Gain) loss on sale of assets | (23,188) | (37,888) | 1,345 |
Loss on extinguishment of debt | 3,204 | 1,918 | 9,169 |
Amortization of deferred debt issuance costs | 1,155 | 1,139 | 2,151 |
Accretion of interest | 0 | 0 | 743 |
Amortization of lease incentive obligation | 0 | 0 | (150) |
Non-cash lease expense | 36,005 | 34,280 | 0 |
Deferred income tax | (27,330) | 21,640 | (4,426) |
Changes in assets and liabilities: | |||
Accounts receivable, net | 540 | 1,031 | (467) |
Other receivables | (17,956) | (742) | 5,201 |
Inventory, net | 540 | 935 | (215) |
Prepaid expenses and other current assets | (3,531) | (58) | (1,022) |
Accounts payable | 1,827 | (2,813) | 5,015 |
Accrued expenses | (6,336) | 4,844 | 4,261 |
Deferred revenue | 1,697 | (4,297) | 1,412 |
Operating lease liability | (34,266) | (30,784) | 0 |
Other noncurrent assets and liabilities | (4,100) | 5,456 | (1,582) |
Net cash provided by operating activities | 173,354 | 101,846 | 70,072 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (125,764) | (58,744) | (74,580) |
Acquisition of car wash operations, net of cash acquired | (514,003) | (33,584) | (82,495) |
Proceeds from sale of property and equipment | 95,935 | 23,589 | 43,254 |
Proceeds from sale of Oil Change Express | 0 | 55,386 | 0 |
Net cash used in investing activities | (543,832) | (13,353) | (113,821) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock pursuant to initial public offering | 468,750 | 0 | 0 |
Proceeds from exercise of stock options | 4,972 | 46 | 713 |
Payments for repurchases of common stock | (308) | (372) | (619) |
Payments of dividends | 0 | 0 | (194,728) |
Proceeds from secondary offering for employee tax withholdings | 20,859 | 0 | 0 |
Tax withholdings paid on behalf of employees for secondary offering | (20,859) | 0 | 0 |
Proceeds from debt borrowings | 290,000 | 45,625 | 1,085,000 |
Proceeds from revolving line of credit | 0 | 111,681 | 96,400 |
Payments on debt borrowings | (456,972) | (8,400) | (818,667) |
Payments on revolving line of credit | 0 | (125,681) | (110,650) |
Payments of debt extinguishment costs | (28) | 0 | 0 |
Payments of debt issuance costs | (4,263) | 0 | (11,062) |
Principal payments on capital lease obligations | 0 | 0 | (116) |
Principal payments on finance lease obligations | (495) | (223) | 0 |
Principal payments on financing obligations | 0 | 0 | (872) |
Payments of issuance costs pursuant to initial public offering | (29,194) | 0 | 0 |
Net cash provided by financing activities | 272,462 | 22,676 | 45,399 |
Net change in cash and cash equivalents, and restricted cash during period | (98,016) | 111,169 | 1,650 |
Cash and cash equivalents, and restricted cash at beginning of period | 117,874 | 6,705 | 5,055 |
Cash and cash equivalents, and restricted cash at end of period | 19,858 | 117,874 | 6,705 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 39,126 | 56,669 | 61,051 |
Cash paid for income taxes | 8,889 | 7,437 | 1,648 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Property and equipment in accounts payable | 17,280 | 16,625 | 5,247 |
Stock option exercise costs in other receivables | 582 | 0 | 0 |
Non-cash property and equipment additions from financing obligations | $ 0 | $ 15,597 | $ 947 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Mister Car Wash, Inc., together with its subsidiaries (collectively, the "Company"), is a Delaware corporation based in Tucson, Arizona and provider of conveyorized car wash services. The Company operates two location formats: Express Exterior Locations, which offer express exterior cleaning services, and Interior Cleaning Locations, which off er both express exterior cleaning services and interior cleaning services. As of December 31, 2021 , the Company operated 396 car washes in 21 states. As of December 31, 2020, the Company operated 342 car washes in 21 states and closed or sold all of its quick lube facilities. Beginning the end of March 2020 through the first part of April 2020, to ensure the safety of its team members and customers and in compliance with local regulations, the Company temporarily suspended operations at more than 300 of its locations due to the COVID-19 pandemic. During this period, safety protocols were upgraded, and we modified the operating model by temporarily removing all interior cleaning services from locations offering those services. The washes were closed for, on average, 34 days. As the Company opened washes, only exterior cleaning services were offered until July 2020 when interior clean services became available at select locations. In August 2020, all Interior Cleaning Locations were offering interior cleaning services again. As a result of the temporary suspension of operations, the Company furloughed approximately 5,500 team members, reduced the pay for the remaining team members and amended nearly all leases to allow for up to three months of rent deferrals. None of the amendments resulted in remeasurements. As of December 31, 2021 and 2020, respectively, all back pay for reduced salaries and deferred lease payments had been repaid. Forward Stock Split In June 2021, the Company's board of directors (the "Board") and the stockholders of the Company app roved a 96-for-1 forward stock split of the Company’s outstanding common stock, which was effected on June 16, 2021. All common stock and per share information has been retroactively adjusted to give effect to this forward stoc k split for all periods presented. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately increased and the respective per share value and exercise prices, if applicable, were proportionately decreased in accordance with the terms of the agreements governing such securities. There were no cha nges to the par value per share of the Company’s common stock as a result of the forward stock split. Additionally, the Board and the stockholders of the Company approved an increase in the authorized shares of common stock to 1,000,000,000 shares. Initial Public Offering In June 2021, the C ompany completed its initial public offering (“IPO”) of 43,125,000 shares of common stock at a public offering price of $ 15.00 per share. The Company sold 31,250,000 shares of common stock and the selling stockholders identified in the Company’s final prospectus that forms a part of the Company’s Registration Statement on Form S-1 (File No. 333-256697), filed with the SEC pursuant to Rule 424(b)(4) on June 28, 2021 (the “Prospectus”), sold an aggregate amount of 11,875,000 shares of common stock, which selling stockholder amount included the underwriters' option to purchase up to an additional 5,625,000 shares of common stock. The Company received gross proceeds of approximately $ 468,750 before deducting underwriting discounts, commissions and offering related issuance costs; the Company did not receive any proceeds from the sale of shares by the selling stockholders. The consolidated financial statements as of December 31, 2021, including share and per share amounts, include the effects of the IPO. Secondary Public Offering In August 2021, the Company completed a secondary pu blic offering of 12,000,000 shares of common stock sold by the selling stockholders identified in the Company’s final prospectus that forms a part of the Company’s Registration Statement on Form S-1 (File No. 333-258186), filed with the SEC pursuant to Rule 424(b)(5) on August 24, 2021. T he Company did not receive any proceeds from the sale of shares by the selling stockholders, and the Company incurred $ 498 of expenses in connection with the secondary public offering, which were recorded in general and administrative expenses in the consolidated stat ements of operations and comprehensive income (loss). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company. All material intercompany balances and transactions have been eliminated in consolidation. Segment Disclosure The Company determined that there is one reportable segment, with activities related to providing car wash services. The car wash locations are geographically diversified and have similar economic characteristics and nature of services. The Company's Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the periods reported. Some of the significant estimates that the Company has made pertain to the determination of deferred tax assets and liabilities; estimates utilized to determine the fair value of assets acquired and liabilities assumed in business combinations and the related goodwill and intangibles; and certain assumptions used related to the evaluation of goodwill, intangibles, and property and equipment asset impairment. Actual results could differ from those estimates. Cash and Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company places its temporary cash investments with high credit quality financial institutions. At times, such investments may exceed federally insured limits; however, management does not believe the Company is exposed to any significant credit risk on counter party cash and cash equivalents. At December 31, 2021, the Company had $ 120 in restricted cash set aside for the funding of various maintenance expenses. At December 31, 2020, the Company had $ 3,227 in restricted cash, consisting of $ 3,000 held in an escrow account on behalf of the Company for the purpose of indemnification pursuant to a purchase agreement and $ 227 in restricted cash set aside for the funding of various maintenance expenses. Accounts Receivable, Net Accounts receivable include amounts due for consumer credit card sales and other trade accounts receivable. Management determines the allowance for doubtful accounts and writes off trade receivables when deemed uncollectible on a specific customer identification basis. Recoveries of trade receivables previously written off are recorded when received. Accounts receivable are presented net of an allowance for doubtful accounts of $ 70 and $ 197 at December 31, 2021 and 2020, respectively. The activity in the allowance for doubtful accounts was immaterial for the years ended December 31, 2021 and 2020. Other Receivables Other receivables consist primarily of payroll tax withholding and exercise proceeds receivables, construction receivables and insurance receivable from non-healthcare related insurance claims. The Company recorded a payroll tax withholding and exercise proceeds receivable for amounts due to the Company from a third-party broker for amounts used to cover tax liability and exercise proceeds resulting from employee exercises of share-based payment awards. For certain build-to-suit lease arrangements, the Company is responsible for the construction of a lessor owned facility using our designs. As construction occurs, the Company will recognize a construction receivable on the Company's consolidated balance sheets due from the lessor. To the extent costs exceed the amount to be reimbursed by the lessor, the Company will consider such costs prepaid rent, which are added to the associated operating lease right of use asset once the lease commences. The Company carries a broad range of insurance coverage, including general and business auto liability, commercial property, workers’ compensation, cyber risk, and general umbrella policies. The Company will record receivables from its non-healthcare insurance carriers related to these insurance claims, which are included in other receivables. The receivables are paid when the claim is finalized and the reserved amounts on these claims are expected to be paid within one year. As of December 31, 2021 December 31, 2020 Payroll tax withholding and exercise proceeds receivable $ 8,477 $ - Construction receivable 5,574 - Income tax receivable 4,935 1,043 Insurance receivable 2,594 2,052 Other 1,216 1,163 Total other receivables $ 22,796 $ 4,258 Inventory, Net Inventory, net consists primarily of chemical washing solutions and is stated at the lower of cost or net realizable value using the average cost method. The activity in the reserve for obsolescence accounts was immaterial for the years ended December 31, 2021 and 2020. Inventory for the periods presented is as follows: As of December 31, 2021 December 31, 2020 Chemical washing solutions $ 6,406 $ 6,490 Other 52 52 Total inventory, gross 6,458 6,542 Reserve for obsolescence ( 124 ) ( 127 ) Total inventory, net $ 6,334 $ 6,415 Property and Equipment, Net Property and equipment purchased are stated at cost less accumulated depreciation. Assets acquired in business combinations are recorded at fair value. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the property or related lease term. Amortization of assets under finance leases is included in depreciation expense. Estimated useful lives range from 10 to 35 years for buildings and leasehold improvements, and from 3 to 7 years for machinery and equipment. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for major renewals and betterments that extend the useful lives of existing equipment are capitalized. For items that are disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized as (gain) loss on sale of assets in the accompanying consolidated statements of operations and comprehensive income (loss). The Company periodically reviews the carrying value of long-lived assets held and used for possible impairment when events and circumstances warrant such a review. Other Intangible Assets, Net and Goodwill The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of its identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. The Company considers the following factors when determining useful lives: the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their useful lives, generally ranging from 2 to 10 years . When facts and circumstances indicate that the carrying value of definite-lived intangible assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of sales volume and the result ing profit and cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, the Company recognizes an impairment loss. The impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value. The Company uses a variety of methodologies to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions hypothetical marketplace participants would use. The Company tests intangible assets determined to have indefinite useful lives, including trade names and trademarks, for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired. The Company uses a variety of methodologies in conducting impairment assessments of indefinite-lived intangible assets, including, but not limited to, discounted cash flow models, which are based on the assumptions the Company believes hypothetical marketplace participants would use. For indefinite-lived intangible assets, other than goodwill, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. The Company has the option to perform a qualitative assessment of indefinite-lived intangible assets, other than goodwill, rather than completing the impairment test. The Company must assess whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount. If the Company concludes that this is the case, it must perform the testing described above. Otherwise, the Company does not need to perform any further assessment. The Company completed its indefinite-life intangible asset impairment analysis as of October 31, 2021 and 2020 and concluded that it was not more likely than not that the carrying value o f the asset may not be recoverable. The Company evaluates its goodwill for impairment at the reporting unit-level on an annual basis (or more frequently if events or circumstances indicate that the related carrying amount may be impaired). The Company evaluates qualitative factors to determine if performing the quantitative impairment test is required. If it is determined that it is more likely than not, as defined in the guidance, that the carrying value is less than the fair value, the potential for goodwill impairment is evaluated and the amount of impairment loss, if any, is measured and recognized. If the Company determines that it is not more likely than not that the carrying value is less than the fair value, no further evaluation is performed. The Company completed its goodwill impairment test as of October 31, 2021 and 2020 and concluded that it is not more likely than not that the carrying value is less than the fair value, and therefore, no further evaluation was performed. The Company all ocated $ 16,191 of goodwill to the quick lube facilities disposed of on December 11, 2020. See Note 17 Dispositions for additional information. Deferred Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying value of the related liability except for debt issuance costs related to the Company’s Revolving Commitment arrangement. In the case of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement, related debt issuance costs are presented in Other assets in the accompanying consolidated balance sheets. The direct costs associated with the funding of long-term debt are amortized to interest expense over the term of the applicable loan. Derivative Financial Instruments The Company has a pay fixed, receive variable interest rate swap contract (“Swap”) to manage its exposure to changes in interest rates. The Swap is recognized in the consolidated balance sheets at fair value. The Swap is a cash flow hedge and is recorded using hedge accounting, as such, changes in the fair value of the Swap are recorded in Other comprehensive income (loss), net of tax until the hedged item is recognized in earnings. Amounts reported in Other comprehensive income (loss), net of tax related to the Swap are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The Swap is scheduled to terminate October 20, 2022. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivative used as a hedging instrument is highly effective in offsetting the changes in the cash flow of the hedged item. If it is determined that the derivative is not highly effective as a hedge or ceases to be highly effective, the Company will discontinue hedge accounting prospectively. See Note 10 Fair Value Measurements and Note 11 Interest Rate Swap for additional information. Leases The Company determines if a contract contains a lease at inception. The Company’s material operating leases consist of car wash locations, warehouses and office space. U.S. GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date, and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. Nearly all of the Company’s car wash and office space leases are classified as operating leases. The Company disburses cash for leasehold improvements, furniture and fixtures and equipment to build out and equip the Company’s leased premises. Tenant improvement allowance incentives may be available to partially offset the cost of developing and opening the related car washes, pursuant to agreed-upon terms in the respective lease agreements. Tenant improvement allowances can take the form of cash payments upon the opening of the related car washes, full or partial credits against rents otherwise payable by the Company, or a combination thereof. All tenant improvement allowances received by the Company are recorded as a contra operating lease right of use asset and amortized over the term of the lease. The lease term used for straight-line rent expense is calculated from the commencement date (the date the Company takes possession of the premises) through the lease termination date (including any options where exercise is reasonably certain and failure to exercise such option would result in an economic penalty). The initial lease term of the Company’s operating leases ranges from 6 to 50 years . The Company records rent expense on a straight-line basis beginning on the lease commencement date. Maintenance, insurance and property tax expenses are generally accounted for on an accrual basis as variable lease costs. The Company recognizes variable lease cost for operating leases in the period when changes in facts and circumstances on which the variable lease payments are based occur. All operating lease rent expense is included in equipment and facilities or general and administrative expense on the consolidated statements of operations and comprehensive income (loss). The Company records a lease liability for its operating leases equal to the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term as the rate implicit in the Company’s leases is not readily determinable. The Company’s operating lease liability calculation is the total rent payable during the lease term, including rent escalations in which the amount of future rent is certain or fixed on the straight-line basis over the term of the lease (including any rent holiday period beginning upon the Company’s possession of the premises, and any fixed payments stated in the lease). A corresponding operating lease asset is also recorded equaling the initial amount of the operating lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any lease incentives received. The difference between the minimum rents paid and the straight-line rent is reflected within the associated operating lease right of use asset. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Additionally, the Company does not enter into lease transactions with related parties. The Company makes judgments regarding the reasonably certain lease term for each car wash property lease, which can impact the classification and accounting for a lease as finance or operating and/or escalations in payments that are taken into consideration when calculating straight-line rent, and the term over which leasehold improvements for each car wash are amortized. These judgments may produce materially different amounts of depreciation, amortization and rent expense than would be reported if different assumed lease terms were used. Revenue Recognition The Company uses a five-step model to recognize revenue from customer contracts under ASC 606, Revenue from Contracts with Customers (ASC 606). The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company recognizes revenue in two main streams. First, the Company offers an Unlimited Wash Club ("UWC") program to its customers. The UWC program entitles the customer to unlimited washes for a monthly fee, cancellable at any time. The customer and the Company enter into a contract that falls under the definition of a customer contract under ASC 606. Customers are automatically charged on a credit or debit card on the same day of the month that they originally signed up. The Company’s performance obligations is to provide unlimited car wash services for a monthly fee. The UWC revenue is recognized ratably daily over the month in which it is earned and amounts unearned are recorded as deferred revenue on the consolidated balance sheets. All amounts recorded as deferred revenue at year end are recognized as revenue in the following year. Second, revenue from car wash and, prior to 2021, quick lube services are recognized at the point in time services are rendered and the customer pays with cash or credit. Revenues are net of sales tax, refunds and discounts applied as a reduction of revenue at the time of payment. The following table summarizes the composition of the Company's net revenues for the periods presented: Year Ended December 31, 2021 2020 2019 Recognized over time $ 486,580 $ 339,836 $ 311,155 Recognized at a point in time 268,981 232,210 311,139 Other revenue 2,796 2,895 7,234 Net revenues $ 758,357 $ 574,941 $ 629,528 The Company promotes and sells a limited number of prepaid products, which include discounted car wash packages and gift cards that are not material to the financial statements. The Company records the sale of these items as deferred revenue, which is reduced for estimated breakage, which is not material to the financial statements. Revenue is recognized based on the terms of the packages and when the prepaid packages or gift cards are redeemed by the customer. Cost of Labor and Chemicals Cost of labor and chemicals include labor costs associated with car wash employees, maintenance employees, warehouse employees, and chemicals and associated supplies. The related employee benefits for the aforementioned employees, such as taxes, insurance and workers compensation, are also included in the cost of labor and chemicals. Other Store Operating Expenses Other store operating expenses includes all other costs related to the operations of car wash and warehouse locations such as credit card fees, car damages, office and lobby supplies, information technology costs associated with the locations, telecommunications, advertising, non-healthcare related insurance, rent, repairs and maintenance related to held-for-use assets, utilities, property taxes, and depreciation on held-for-use assets at the car wash and warehouse locations. Sales and Marketing Sales and marketing expenses are expensed as incurred and include costs for advertising, direct mailings, promotional events and sponsorships, and customer retention. Advertising costs totaled approximately $ 4,868 , $ 3,222 and $ 3,855 for the years ended December 31, 2021, 2020, and 2019, respectively, and are recorded in other store operating expenses in the consolidated statements of operations and comprehensive income (loss). Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized differently in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates. The Company has adopted a more likely than not threshold for financial statement recognition and measurement of an uncertain tax position taken or expected to be taken in a tax return. The Company recognizes interest and penalties related to uncertain tax positions in income tax (benefit) provision in the consolidated statements of operations and comprehensive income (loss). Sales Taxes The Company collects sales taxes from customers for taxable services provided and products sold and remits those collected sales and use taxes to the applicable state authorities on a monthly basis. The Company has adopted a policy of presenting such taxes on revenues on a net basis (excluded from revenues) in the Company’s consolidated statements of operations and comprehensive income (loss). Stock-Based Compensation Plans Stock-based compensation represents the cost related to stock-based awards granted to employees. The Company measures stock-based compensation cost at grant date, based upon the estimated fair value of the award, and recognizes cost as expense using the tranche over the employee requisite service period. The Company estimates the fair value of stock options using Black-Scholes and Monte Carlo option models. The Company estimates the fair value of stock purchase rights using a Black-Scholes option-pricing model. Restricted stock units are classified as equity and measured at the fair market value of the underlying stock at the grant date. Upon termination unvested time and performance-based options, stock-purchase rights, and restricted stock units are forfeited. The Company has made a policy election to estimate the number of stock-based compensation awards that are expected to vest to determine the amount of compensation expense recognized in earnings. Forfeiture estimates are revised if subsequent information indicates that the actual number of forfeitures is likely to differ from previous estimates. The Company records deferred tax assets for awards that result in deductions in the Company’s income tax returns, based upon the amount of compensation cost recognized and the Company’s statutory tax rate. The tax effect of differences between the compensation cost of an award recognized for financial reporting purposes and the deduction for an award for tax purposes is recognized as an income tax expense or benefit in the consolidated statements of operations and comprehensive income (loss) in the period in which the tax deduction arises. Business Combinations The Company evaluates each transaction under ASC 805, Business Combinations , including applying a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. For all business acquisitions, the Company recognizes, separately from goodwill, the identifiable assets acquired, and liabilities assumed at their estimated acquisition-date fair values. The Company measures and recognizes goodwill as of the acquisition date as the excess of the aggregate of the fair value of consideration transferred over the fair value of assets acquired and liabilities assumed. To the extent contingencies such as pre-acquisition environmental matters, contingent purchase price consideration, litigation, and related legal fees are resolved or settled during a reporting period after a business combination occurs, the effect of changes in such contingencies is included in results of operations in the periods in which the adjustments are determined. The Company recognizes third-party transaction-related costs as general and administrative in the period in which those costs are incurred. If information about facts and circumstances existing as of the acquisition date is incomplete by the end of the reporting period in which a business combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. This period will not exceed one year from the acquisition date. Any material adjustments recognized during the measurement period are reflected prospectively in the consolidated financial statements of the subsequent period. Fair Value Measurements The Company discloses the fair value of its financial instruments based on the fair value hierarchy. The levels of the fair value hierarchy are described as follows: Level 1—Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2—Financial assets and liabilities whose values are based on quoted prices in markets that are not active, or model inputs that are observable for substantially the full term of the asset or liability. Level 3—Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. The Company uses observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. A contingent consideration liability related to one of the Company's 2021 acquisitions was measured at fair value (Level 3) on a recurring basis as of December 31, 2021. See Note 10 Fair Value Measurements for additional information regarding the contingent consideration liability. There were no assets or liabilities measured at fair value (Level 3) on a recurring basis as of December 31, 2020. Net (Loss) Income Per Share Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding for the period. Diluted net (loss) income per share is computed by dividing net (loss) income by the weighted-average shares outstanding for the period and includes the dilutive impact of potential new shares issuable upon vesting and exercise of stock options, 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 (loss) income per share if their effect is antidilutive. Reconciliations of the numerators and denominators of the basic and diluted net (loss) income per share calculations for the periods presented are as follows: Year Ended December 31, 2021 2020 2019 Numerator: Net (loss) income $ ( 22,045 ) $ 60,403 $ 920 Denominator: Weighted-average common shares outstanding - basic 280,215,579 261,773,267 260,479,344 Effect of potentially dilutive securities: Stock options — 14,147,100 11,974,511 Restricted stock units — — — Employee stock purchase plan — — — Weighted-average common shares outstanding - diluted 280,215,579 275,920,367 272,453,855 Net (loss) income per share - basic $ ( 0.08 ) $ 0.23 $ 0.00 Net (loss) income per share - diluted $ ( 0.08 ) $ 0.22 $ 0.00 The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Year Ended December 31, 2021 2020 2019 Stock options 30,752,951 22,693 831,043 Restricted stock units 1,683,077 — — Employee stock purchase plan 194,263 — — Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity financings, including the IPO, until such financings are consummated. After consummation of an equity financing, these costs are then recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs would be immediately written off to operating expenses. Upon the closing of the IPO in June 2021, all deferred offering costs in the accompanying consolidated balance sheets were reclassified from prepaid expenses and other current assets and recorded against the IPO proceeds as a reduction to additional paid-in capital. There were no deferred offering costs capitalized as of December 31, 2021 and December 31, 2020. Prior Period Reclassification Certain prior period amounts related to other receivables within accounts receivable, net and prepaid expenses and other current assets in the accompanying consolidated financial statements have been reclassified to conform to the current period presentation. There was no change to prior period current or total assets. Certain prior period amounts related to accrued payroll and related expenses within other accrued expenses in the accompanying consolidated financial statements have been reclassified to conform to the current period presentation. There was no change to prior period current or total liabilities. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. The Company early adopted ASU No. 2019-12 on April 1, 2021, and the amendments applicable to the Company were applied prospectively. The adoption of this standard did not have an impact on the Company’s consolidated financial statements or disclosures for the year ended December 31, 2021. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU No. 2020-04”) and issued the following subsequent amendments to ASU No. 2020-04: ASU No. 2021-01. The new guidance is intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Reference rate reform is necessary due to the phase out of the London Interbank Offered Rate (“LIBOR”) at the end of 2021. The adoption of this guidance is optional and provides relief around modification and hedge accounting as it specifically arises from changing reference rates, in addition to optional expedients for cash flow hedges. The guidance will be effective from March 12, 2020 through December 31, 2022. The Company adopted ASU No. 2020-04 on April 1, 2021, and the adoption of this standard did not have an impact on the Company’s consolidated financial statements or disclosures. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. Early adoption is permitted. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid and Other Current Assets | 3. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following for the periods presented: As of December 31, 2021 December 31, 2020 Spare parts $ 2,318 $ 1,953 Prepaid insurance 3,267 911 Other 3,181 2,162 Total prepaid expenses and other current assets $ 8,766 $ 5,026 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following for the periods presented: As of December 31, 2021 December 31, 2020 Land $ 81,911 $ 28,316 Buildings and improvements 171,540 55,250 Finance leases 16,497 16,497 Leasehold improvements 92,821 83,561 Vehicles and equipment 188,053 143,435 Furniture, fixtures and equipment 73,213 61,350 Construction in progress 24,724 13,187 Property and equipment, gross 648,759 401,596 Less: accumulated depreciation ( 175,017 ) ( 138,238 ) Less: accumulated amortization - finance leases ( 1,294 ) ( 324 ) Property and equipment, net $ 472,448 $ 263,034 Depreciation expense was $ 43,970 , $ 38,010 and $ 32,528 for the years ended December 31, 2021, 2020 and 2019, respectively. Amortization expense on finance leases was $ 970 , $ 336 and $ 541 for the years ended December 31, 2021, 2020 and 2019, respectively. |
Other Intangible Assets, Net
Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Other Intangible Assets, Net | 5. Other Intangible Assets, Net Other intangibles assets, net consisted of the following as of the periods presented: December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Trade names and Trademarks $ 107,200 $ — $ 107,000 $ — CPC Unity System 42,900 31,591 42,900 27,301 Customer relationships 11,800 7,584 7,600 7,376 Covenants not to compete 11,075 3,980 7,515 3,319 $ 172,975 $ 43,155 $ 165,015 $ 37,996 The weighted average amortization period for CPC Unity System, Customer relationships, and Covenants not to compete are 10.0 years, 7.0 years and 6.3 years, respectively. Amortization expense for finite-lived intangible assets was $ 5,619 , $ 6,943 and $ 6,928 for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, estimated future amortization expense was as follows: Fiscal Year Ending: 2022 $ 7,078 2023 6,787 2024 4,823 2025 1,403 2026 1,329 Thereafter 1,200 Total estimated future amortization expense $ 22,620 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill | 6. Goodwill Goodwill consisted of the following for the periods presented: As of December 31, 2021 December 31, 2020 Balance at beginning of period $ 737,415 $ 731,989 Current period acquisitions 323,477 21,467 Current period dispositions — ( 16,191 ) Other provisional adjustments ( 671 ) 150 Balance at end of period $ 1,060,221 $ 737,415 Goodwill is generally deductible for tax purposes, except for the portion related to purchase accounting step-up goodwill. |
Other Accrued Expenses
Other Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Other Accrued Expenses | 7. Other Accrued Expenses Other accrued expenses consisted of the following for the periods presented: As of December 31, 2021 December 31, 2020 Utilities $ 4,274 $ 3,586 Accrued other tax expense 8,088 6,560 Insurance expense 3,200 2,468 Other 4,639 6,543 Total other accrued expenses $ 20,201 $ 19,157 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 8. Income Taxes The provision for income taxes consisted of the following for the periods presented: Year Ended December 31, 2021 2020 2019 Current provision (benefit): Federal $ — $ ( 9,748 ) $ — State 2,237 4,876 1,786 Total current provision (benefit) 2,237 ( 4,872 ) 1,786 Deferred (benefit) provision: Federal ( 22,781 ) 20,774 ( 4,488 ) State ( 4,549 ) 866 66 Total deferred (benefit) provision ( 27,330 ) 21,640 ( 4,422 ) Total (benefit) provision $ ( 25,093 ) $ 16,768 $ ( 2,636 ) A reconciliation of the statutory income tax rate (benefit) provision to the Company’s (benefit) provision consisted of the following for the periods presented : Year Ended December 31, 2021 2020 2019 Income tax (benefit) provision at the statutory rate $ ( 9,899 ) $ 16,206 $ ( 360 ) Increase (decrease) resulting from: Federal credits ( 606 ) ( 400 ) ( 623 ) State income taxes, net of federal benefit ( 2,903 ) 4,813 1,691 Other nondeductible expenses 714 184 175 Valuation allowance adjustment 122 ( 95 ) ( 2,688 ) Stock based compensation ( 12,494 ) ( 33 ) ( 851 ) Change in tax law (CARES Act) — ( 3,906 ) — Other, net ( 27 ) ( 1 ) 20 Income tax (benefit) provision $ ( 25,093 ) $ 16,768 $ ( 2,636 ) As of December 31, 2021 December 31, 2020 Deferred tax assets: Lease liability $ 189,231 $ 179,280 Stock based compensation 47,626 4,350 Accrued compensation costs 1,556 1,102 Deferred revenue 1,955 673 Net operating loss (NOL) carryforwards 27,971 14,289 Federal credit carryforward 3,578 2,650 Other 1,852 1,780 Gross deferred tax assets 273,769 204,124 Less valuation allowance ( 122 ) — Net deferred tax assets 273,647 204,124 Deferred tax liabilities: Right of use asset ( 180,018 ) ( 169,972 ) Goodwill and other intangible assets ( 46,254 ) ( 41,400 ) Property and equipment ( 68,539 ) ( 38,602 ) Other ( 1,439 ) ( 232 ) Gross deferred tax liabilities ( 296,250 ) ( 250,206 ) Total deferred tax liabilities, net $ ( 22,603 ) $ ( 46,082 ) The Company had a federal net operating loss ("NOL") carryforwards available of $ 125,740 at December 31, 2021, which can be carried forward indefinitely. At December 31, 2021, the Company had state NOL carryforwards available of $ 32,869 to offset future taxable income. A portion of the state NOLs will expire between 2030 and 2042 and $ 22,706 can be carried forward indefinitely. The Company had federal general business credits of $ 3,578 at December 21, 2021, which can be carried forward for 20 years and if unused, will expire between 2037 and 2041. The Company had deferred tax assets related to federal and state net operating loss carryforwards. When determining the need for a valuation allowance, the Company considers all available positive and negative evidence, including taxable income in prior carryback years (if carryback is permitted under the relevant tax law), the timing of the reversal of existing taxable temporary differences, tax planning strategies and projected future taxable income. The Company adjusts the valuation allowance in the period management determines it is more likely than not that the Company will not realize some or all of the deferred tax assets. For financial reporting purposes, the Company established valuation allowances of $ 122 and $ 0 at December 31, 2021 and 2020, respectively, to offset deferred tax assets relating primarily to state net operating losses. The income tax benefit recorded in 2021 is different from the expected statutory federal and state tax benefit primarily due to a $ 12,494 income tax benefit related to stock option exercises, which is net of the impact of the internal revenue code rules and regulations related to the deductibility of executive compensation by publicly held companies. On March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The CARES Act permitted NOLs from the 2018, 2019 and 2020 tax years to be carried back to the previous 5 tax years and also enabled taxpayers to offset 100 % of taxable income with available NOLs, through the 2020 tax year. During 2020, the Company carried back its 2018 NOL resulting in the refund of $ 9,748 of taxes paid in prior years. The carryback produced an income tax benefit of $ 3,906 from the difference between the currently enacted tax rate of 21 % applicable if the NOL were carried forward and the higher rate applicable to the Company’s 2015, 2016 and 2017 tax years to which it was carried back. The CARES Act also favorably adjusted a provision from the Tax Cuts and Jobs Act that was enacted in late 2017. Beginning in 2018, Section 163(j) limited the deduction of interest expense in excess of interest income plus 30 % of a company’s taxable earnings before interest, depreciation, amortization, and income taxes. Any such nondeductible amount is carried forward indefinitely and used in a year in which a company no longer has excess interest expense. The CARES Act adjusted the 30 % threshold to 50 % for the 2019 and 2020 tax years. As of December 31, 2021, the Company had federal and state excess interest expense carry forwards, tax effected, of $ 0 and $ 498 , respectively. Past ownership changes and other equity transactions may have triggered Sections 382 and 383 of the Internal Revenue Code, resulting in certain annual limitations on the utilization of existing federal and state net operating losses and credits. Such provisions may limit the potential future tax benefit to be realized by the Company from its accumulated net operating losses and tax credit carryforwards. The Company files income tax returns in the U.S. federal and various state tax jurisdictions and is subject to varying statutes of limitation in each jurisdiction. As of December 31, 2021, the Company is not under audit for federal or state income tax purposes. In general, the Company’s federal tax return may be subject to examination for the 2018 through 2020 tax years, while for state purposes, the 2017 through 2020 years are generally open to examination, with some states having either a three- or four-year statute of limitations. The Company’s usage of NOL carryovers also permits taxing authorities to adjust aspects of tax returns that may be outside of these statutes of limitation. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax (benefit) provision. The Company neither accrued for no r recognized any interest or penalties in income tax expense as of December 31, 2021 or 2020. The Company has no t accrued for any uncertain tax positions as of December 31, 2021 or 2020 and believes that it is unlikely that there will be a significant increase or decrease of any unrecognized tax benefits within the next twelve months. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt The Company’s long-term debt consisted of the following as of the periods presented: As of December 31, 2021 December 31, 2020 Credit agreement First lien term loan $ 903,301 $ 827,600 Less: unamortized discount and debt issuance costs ( 6,965 ) ( 4,849 ) Less: current maturities of debt — ( 8,400 ) First lien term loan, net 896,336 814,352 Credit agreement, net $ 896,336 $ 814,352 Second lien credit agreement Second lien term loan $ — $ 242,673 Less: debt issuance costs — ( 2,205 ) Second lien credit agreement, net $ — $ 240,468 Total long-term portion of debt, net $ 896,336 $ 1,054,820 As of December 31, 2021, annual maturities of debt were as follows: Fiscal Year Ending: 2022 $ — 2023 — 2024 — 2025 — 2026 903,301 Thereafter — Total maturities of debt $ 903,301 As of December 31, 2021 and 2020, unamortized debt issuance costs was $ 6,965 and $ 7,494 , respectively, and accumulated amortization of debt issuance costs was $ 2,482 and $ 3,057 , respectively. For the years ended December 31, 2021, 2020 and 2019, the amortization of debt issuance costs in interest expense, net in the consolidated statements of operations and comprehensive income (loss) was approximately $ 1,155 , $ 1,139 and $ 2,151 , respectively. Credit Agreement On August 21, 2014, the Company entered into a Credit Agreement (“Credit Agreement”) which was originally comprised of a term loan (“First Lien Term Loan”) and a revolving commitment (“Revolving Commitment”). The Credit Agreement was collateralized by substantially all personal property (including cash, inventory, property and equipment, and intangible assets), real property, and equity interests owned by the Company. Under the Credit Agreement and with respect to the First Lien Term Loan, the Company had the option of selecting either (i) a Base Rate interest rate plus fixed margin of 2.25 % or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a fixed margin of 3.25 %. Under the Credit Agreement and with respect to the Revolving Commitment, the Company had the option of selecting either (i) a Base Rate interest rate plus a variable margin of 2.50 % to 3.00 %, based on the Company’s First Lien Net Debt Leverage Ratio, or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a variable margin of 3.50 % to 4.00 %, based on the Company’s First Lien Net Leverage Ratio. First Lien Term Loan In March 2019, Incremental Amendment No. 6 increased the First Lien Term Loan by an additional $ 60,000 from $ 609,667 to $ 669,667 and increased the quarterly principal payment to $ 1,753 . In May 2019, the Company entered into the Amended and Restated First Lien Credit Agreement (“First Lien Credit Agreement”) whereby the previous Credit Agreement was completely amended and restated. Under the terms of the First Lien Credit Agreement, the previous First Lien Term Loan was increased by $ 131,929 to $ 800,000 with principal payable at $ 2,000 per quarter and the balance due on May 14, 2026 . Interest is payable either each one, two or three months but no less frequent than quarterly depending on the type of interest rate selected. The interest rate spread changed from a fixed margin to a variable margin based on the Company’s First Lien Net Leverage Ratio. The interest rate converts (or changes) every one, two, three or six months based on the type (term) of interest rate selected. The Company has the option of selecting either a Base Rate interest rate plus a variable margin based on the Company’s First Lien Net Leverage Ratio (ranging from 2.25 % to 2.5 %) or a Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on the Company’s First Lien Net Leverage Ratio (ranging from 3.25 % to 3.5 %). In conjunction with the amendment, the Company expensed $ 9,169 of previously unamortized debt issuance costs as loss on extinguishment of debt in the consolidated statements of operations and comprehensive income (loss). Additionally, the First Lien Credit Agreement added a Delayed Draw facility on the First Lien Term Loan where the Company can borrow up to $ 40,000 for up to two years from the closing date. If borrowings take place under the Delayed Draw facility, the quarterly principal payments under the First Lien Term Loan would increase by 1 ⁄ 4 of 1% per quarter of the additional principal borrowed. There was no amount borrowed under the Delayed Draw feature in 2019. The Delayed Draw facility includes a Delayed Draw Ticking Fee payable on the average daily undrawn portion of the Commitment. The Delayed Draw Ticking Fee Rate was 0 % from the closing date of the First Lien Credit Agreement (May 14, 2019) through June 28, 2019, 1.75 % from June 28, 2019 until August 12, 2019 and 3.50 % from August 12, 2019 until the expiration of the Commitment (May 14, 2021). In February 2020, the Company entered into Amendment No. 1 to Amended and Restated First Lien Credit Agreement (“Amended First Lien Credit Agreement”) which amended and restated the Amended and Restated First Lien Credit Agreement entered into in May 2019 ("First Lien Credit Agreement"). The Amended First Lien Credit Agreement changed the interest rate spreads associated with the First Lien Credit Agreement where (i) the variable margin associated with the Base Rate interest rate plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 2.25% to 2.50% to 2.00% to 2.25% and (ii) the variable margin associated with the Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 3.25% to 3.50% to 3.00% to 3.25%. In connection with the Amended First Lien Credit Agreement, the Company expensed $ 1,918 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations and comprehensive income (loss). In February 2020 and March 2020, the Company borrowed $ 30,000 and $ 10,000 , respectively, under the delayed draw facility under the First Lien Term Loan, utilizing the full $40,000 available under the delayed draw facility. As a result of the additional borrowings under the delayed draw facility, the quarterly principal payments associated with the First Lien Term Loan increased from $ 2,000 to $ 2,100 . In June 2021, the Company made a voluntary prepayment of $ 190,400 of outstanding principal under the First Lien Term Loan funded by the net proceeds from the IPO. In connection with the voluntary prepayment, the Company expensed $ 1,037 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations and comprehensive income (loss). The early prepayment resulted in the elimination of required quarterly amortization principal payments through 2026. In December 2021, in connection with the Clean Streak Ventures acquisition, the Company entered into Amendment No. 3 to 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 deferred debt issuance costs. In connection with the Amendment No. 3 to Amended and Restated First Lien Credit Agreement, the Company expensed $ 21 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2021 and 2020, the amount outstanding under the First Lien Term Loan was $ 903,301 and $ 827,600 respectively. As of December 31, 2021 and 2020, the interest rate on the First Lien Term Loan was 3.10 % and 3.40 %, respectively. The Amended First Lien Credit Agreement requires the Company to maintain compliance with a First Lien Net Leverage Ratio. As of December 31, 2021, the Company was in compliance with the First Lien Net Leverage Ratio financial covenant of the Amended First Lien Credit Agreement. Revolving Credit Agreement 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 . The Company had the option of selecting either a Base Rate interest rate plus a variable margin based on the Company’s 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 the Company’s First Lien Net Leverage Ratio (ranging from 3.0 % to 3.5 %). In June 2021, the Company entered into Amendment No. 2 to Amended and Restated First Lien Credit Agreement that (i) increased the maximum available borrowing capacity under the Revolving Commitment from $ 75,000 to $ 150,000 and (ii) extended the maturity date of the Revolving Commitment to the earliest to occur of (a) June 4, 2026, (b) the date that is six months prior to the maturity date of the First Lien Term Loan (provided that clause (b) shall not apply if the maturity date for the First Lien Term Loan is extended to a date that is at least six months after June 4, 2026, the First Lien Term Loan is refinanced having a maturity date at least six months after June 4, 2026, or the First Lien Term Loan is paid in full), (c) the date that commitments under the Revolving Commitment are permanently reduced to zero, and (d) the date of the termination of the commitments under the Revolving Commitment. The increase to the maximum available borrowing capacity was effected on the close of the IPO in June 2021. In connection with the amendment, the Company expensed $ 87 of previously unamortized deferred debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2021 and 2020, the amount outstanding under the Revolving Commitment was $ 0 and $ 0 , respectively. The maximum available borrowing capacity under the Revolving Commitment is reduced by outstanding letters of credit under the Revolving Commitment. As of December 31, 2021 and 2020, the available borrowing capacity under the Revolving Commitment was $ 149,503 and $ 74,531 , respectively. In addition, an unused commitment fee based on the Company’s First Lien Net Leverage Ratio is payable on the average of the unused borrowing capacity under the Revolving Commitment. As of December 31, 2021 and 2020, the unused commitment fee was 0.25 % and 0.50 %, respectively. Standby Letters of Credit As of December 31, 2021, the Company has a letter of credit sublimit of $ 10,000 under the Revolving Commitment, provided that the total utilization of revolving commitments under the Revolving Commitment does not exceed $ 150,000 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 December 31, 2021 and 2020, the amounts associated with outstanding letters of credit were $ 497 and $ 469 , respectively, and unused letters of credit under the Revolving Commitment were $ 9,503 and $ 9,531 , respectively. Second Lien Credit Agreement In May 2019, the Company entered into a Second Lien Credit Agreement (“Second Lien Term Loan”) which was comprised of a $ 225,000 Second Lien Term Loan. The Second Lien Term Loan is interest only over the term of agreement and due and payable in full in 8 years ( May 14, 2027 ). Interest is payable quarterly, in arrears, at the rate of 10 % per annum. The Second Lien Term Loan is collateralized by substantially all personal property (including cash, inventory, equipment, and intangibles), real property and equity interests owned by the Company only after the collateral requirements are met by holders of the Company’s debt under the First Lien Credit Agreement. In March 2020, the Company entered into the First Amendment to Second Lien Credit Agreement (“Amended Second Lien Credit Agreement”). The Amended Second Lien Credit Agreement provided for an incremental term loan to the Company in an aggregate amount of $ 5,625 under the same terms as the Second Lien Credit Agreement. The incremental term loan under the Amended Second Lien Credit Agreement is an investment from a related party (see Note 18 Related-Party Transactions). The Amended Second Lien Credit Agreement also allowed the Company to make its quarterly interest payments on the term loan under the Amended Second Lien Credit Agreement ("Second Lien Term Loan") via payment-in-kind (“PIK”) by adding such amount to the outstanding principal amount of the Second Lien Term Loan. The Company made PIK additions to its outstanding principal amounts in the amounts of $ 5,906 and $ 6,142 in March 2020 and June 2020, respectively. The Amended Second Lien Credit Agreement also increased the interest rate of the Second Lien Term Loan to 10.50 % effective January 1, 2020 to June 30, 2020. In June 2021, the Company made a voluntary prepayment of all outstanding borrowings under the Second Lien Term Loan funded by the net proceeds from the IPO, which included outstanding principal of $ 242,673 and accrued interest expense of $ 6,050 . In connection with this voluntary prepayment, the Company expensed $ 2,059 of previously unamortized deferred debt issuance costs as a loss on extinguishment of debt in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2020, and through the date of extinguishment, the interest rate on the Second Lien Term Loan was 10.00 %. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | . Fair Value Measurements The following table presents assets and liabilities which are measured at fair value on a recurring basis as of December 31, 2021: Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Interest rate swap $ 268 $ — $ 268 $ — Liabilities: Contingent consideration $ 5,750 $ — $ — $ 5,750 The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2020: Fair Value Measurements Total Level 1 Level 2 Level 3 Liabilities: Interest rate swap $ 1,488 $ — $ 1,488 $ — The Company measures the fair value of its financial assets and liabilities using the highest level of inputs that are available as of the measurement date. The carrying amounts of cash, accounts receivable, and accounts payable approximate their fair value due to the immediate or short-term maturity of these financial instruments. See Note 11 Interest Rate Swap for additional information on the interest rate swap. The Company’s First Lien Term Loan approximates fair value to the debt’s variable interest rate terms. As of December 31, 2021 and 2 0 2 0 , the fair value of the Company’s First Lien Term Loan approximated its carrying value. As of December 31, 2021, the Company recognized a Level 3 contingent consideration liability in connection with the Downtowner Car Wash acquisition. The Company measured its contingent consideration liability arising from its 2021 acquisition using Level 3 unobservable inputs. The contingent consideration liability is associated with the achievement of certain targets and is estimated at each balance sheet date by considering among other factors, results of completed periods and the Company's most recent financial projection for future periods subject to earn-out payments. There are two components to the contingent consideration: a payment when the Company obtains the certificate of occupancy for the car wash and opens to the public in 2023 and an annual payment based on certain financial metrics of the business. A change in the forecasted revenue or projected opening dates could result in a significantly lower or higher fair value measurement. The Company determined that there were no significant changes to the unobservable inputs that would have resulted in a change in fair value of this contingent consideration liability at December 31, 2021. As of December 31, 2 0 2 0 , there were no Level 3 financial assets or financial liabilities measured at fair value on a recurring basis. During the years ended December 31 , 2 0 21 and 2 0 2 0 , there were no transfers between fair value measurement levels. |
Interest Rate Swap
Interest Rate Swap | 12 Months Ended |
Dec. 31, 2021 | |
Interest Rate Cash Flow Hedges [Abstract] | |
Interest Rate Swap | . Interest Rate Swap In May 2020, the Company entered into a pay-fixed, receive-floating interest rate swap (the “Swap”) to mitigate variability in forecasted interest payments on an amortizing notional of $ 550,000 of the Company’s variable-rate First Lien Term Loan. The Company designated the Swap as a cash flow hedge. As of December 31, 2021, information pertaining to the Swap was as follows: Notional Amount Fair Value Pay-Fixed Receive-Floating Maturity Date $ 544,416 $ 268 0.308 % 0.104 % October 20, 2022 As of December 31, 2021, the current portion of the fair value of the Swap was $ 268 and is reported as a debit balance as a result of floating interest rates rising above fixed interest rates, and is included in prepaid and other current assets in the accompanying consolidated balance sheets. As of December 31, 2020, the current portion of the fair val ue of the Swap was reported as a credit balance of $ 931 , and was included in other accrued expenses in the accompanying consolidated balance sheets. As of December 31, 2021 and 2020, the long-term portion of the fair value of the Swap was $ 0 and $ 557 , respectively, and is included in other long-term liabilities in the accompanying consolidated balance sheets. For the years ended December 31, 2021 and 2020, amounts reported in other comprehensive income (loss) in the accompanying consolidated statements of operations and comprehensive income (loss) are net of tax of $ 449 and $ 371 , respectively. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 12. Leases The Company’s incremental borrowing rate for a lease is the rate of interest it expects to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. To determine the incremental borrowing rates used to discount the lease payments, the Company estimated its synthetic credit rating and utilized market data for similarly situated companies. Balance sheet information related to leases consisted of the following for the periods presented: As of Classification December 31, 2021 December 31, 2020 Assets Operating Operating right of use assets, net $ 718,533 $ 681,538 Finance Property and equipment, net 15,204 16,173 Total lease assets $ 733,737 $ 697,711 Liabilities Current Operating Current maturities of operating lease liability $ 37,345 $ 33,485 Finance Current maturities of finance lease liability 559 495 Long-term Operating Operating lease liability 717,552 685,479 Finance Financing lease liability 15,359 15,917 Total lease liabilities $ 770,815 $ 735,376 Components of total lease cost, net, consisted of the following for the periods presented: Year Ended December 31, 2021 2020 Operating lease expense (1) $ 79,420 $ 78,261 Finance lease expense Amortization of lease assets 970 324 Interest on lease liabilities 1,164 408 Short-term lease expense 50 23 Variable lease expense (2) 12,045 9,818 Total $ 93,649 $ 88,834 (1) Operating lease expense includes an immaterial amount of sublease income and is included in equipment and facilities and general and administrative on the consolidated statement of operating and comprehensive income (loss). (2) Variable lease costs consist primarily of property taxes, property insurance, and common area or other maintenance costs for the Company’s building leases. The following includes supplemental information for the periods presented: Year Ended December 31, 2021 2020 Operating cash flows from operating leases $ 80,831 $ 76,012 Operating cash flows from finance leases $ 1,164 $ 408 Financing cash flows from finance leases $ 495 $ 223 Operating lease liabilities arising from obtaining ROU assets $ 72,944 $ 37,996 Finance lease liabilities arising from obtaining ROU assets $ - $ 15,597 Weighted-average remaining operating lease term 14.44 15.01 Weighted-average remaining finance lease term 17.30 18.17 Weighted-average operating lease discount rate 6.61 % 6.27 % Weighted-average finance lease discount rate 7.33 % 7.33 % As of December 31, 2021, lease obligation maturities were as follows: Fiscal Year Ending: Operating Leases Finance Leases 2022 $ 85,439 $ 1,684 2023 85,029 1,716 2024 84,423 1,741 2025 84,082 1,766 2026 83,125 1,792 Thereafter 770,373 22,090 Total future minimum obligations $ 1,192,471 $ 30,789 Less: Present value discount ( 437,574 ) ( 14,871 ) Present value of net future minimum lease obligations $ 754,897 $ 15,918 Less: current portion ( 37,345 ) ( 559 ) Long-term obligations $ 717,552 $ 15,359 Forward Starting Leases As of December 31, 2021, the Company ent ered into eight leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in 2022 or in 2023 with initial lease terms of five to 20 years . As of December 31, 2020, the Company entered into 10 leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases commenced in 2021 or will commence in the remainder of 2022 with initial lease terms of five to 20 years . Sale-leaseback Transactions During the year ended December 31, 2021, the Company completed nine sale-leaseback transactions related to car wash locations with aggregate consideration of $ 96,584 , resulting in net gains of $ 24,881 , which is included in (gain) loss on sale of assets in the consolidated statements of operations and comprehensive income (loss). Contemporaneously with the closing of the sales, the Company entered into lease agreements for the properties for initial 15 - to 20-year terms. For the sale-leaseback transactions consummated for the year ended December 31, 2021, the cumulative initial annual rents for the properties were approxim ately $ 5,702 , subject to annual escalations. These leases are accounted for as operating leases. During the year ended December 31, 2020, the Company completed seven sale-leaseback transactions related to car wash locations with aggregate consideration of $ 24,069 , resulting in a net gain of $ 8,536 , which is included in (gain) loss on sale of assets on the consolidated statement of operations and comprehensive income (loss). Contemporaneously with the closing of the sale, the Company entered into leases agreements for each of the properties for initial 20-year terms. The cumulative initial annual rent for the properties is approximately $ 1,432 , subject to annual escalations. These leases are accounted for as operating leases. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity As of December 31, 2021, there were 1,000,000,000 shares of common stock authorized, 303,294,678 shares of common stock issued, and 300,120,451 shares of common stock outstanding. At December 31, 2020, there were 1,000,000,000 shares of common stock authorized, 264,747,644 shares of common stock issued, and 261,907,622 shares of common stock issued and outstanding. The Company uses the cost method to account for treasury stock. As of December 31, 2021 and 2020, the Company h ad 3,174,227 shares a nd 2,840,022 shares, respectively, of treasury stock. As of December 31, 2021 and 2020, the cost of treasury stock included in additional paid-in capital in the consolidated balance sheets w as $ 6,091 an d $ 3,330 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | . Stock-Based Compensation The 2014 Plan Under the 2014 Stock Option Plan of Hotshine Holdings, Inc. (the “2014 Plan”), the Company may grant incentive stock options or nonqualified stock options to purchase common shares of the Company to its employees, directors, officers, outside advisors and non-employee consultants. All stock options granted under the 2014 Plan are equity-classified and have a contractual life of ten years. Under the 2014 Plan, 60% of the shares in a grant contain service-based vesting conditions and vest ratably over a five-year period and 40% of the shares in a grant contain performance-based vesting conditions (“Performance Vesting Options”). The condition for the Performance Vesting Options is a change in control or an initial public offering, where (i) 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Target Proceeds at the Measurement Date and (ii) the remaining 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Maximum Amount at the Measurement Date. Principal Stockholders is defined in the 2014 Plan as (a) Green Equity Investors VI, L.P., (b) Green Equity Investors Side VI, L.P., (c) LGP Associates VI-A, LLC, (d) LGP Associates VI-B LLC, and (e) the affiliates of the foregoing entities. Measurement Date is defined as the date of a change in control or an initial public offering, whichever comes first. The Target Proceeds and Maximum Amount are defined and measured by either multiples of invested capital or an annual compounded pre-tax internal rate of return on investment. In June 2021, the Company modified all outstanding shares of Performance Vesting Options to remove, subject to the successful completion of the IPO, the requirement that the Principal Stockholders receive the Target Proceeds and the Maximum Amount as conditions for the Performance Vesting Options to vest. The exercise prices for stock options granted under the 2014 Plan were not less than the fair market value of the common stock of the Company on the date of grant. For the avoidance of doubt, the IPO constituted a performance measurement date under the applicable option agreements for the Performance Vesting Options and the Performance Vesting Options vested in full in connection with the IPO. The 2021 Plan In June 2021, the Board adopted the 2021 Incentive Award Plan (the “2021 Plan”), which was subsequently approved by the Company's stockholders and became effective on June 25, 2021. Under the 2021 Plan, the Company may grant incentive stock options, nonqualified stock options, restricted stock units ("RSUs"), restricted stock, and other stock- or cash-based awards to its employees, directors, officers, and non-employee consultants. Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2021 Plan is 29,800,000 new shares of common stock, which includes 256,431 shares of common stock that remained available for issuance under the 2014 Plan at June 25, 2021. In connection with the IPO, stock option and RSU awards were granted with respect to 3,726,305 shares. Any shares of common stock subject to outstanding stock awards granted under the 2014 Plan and, following June 25, 2021, terminate, expire or are otherwise forfeited, reacquired or withheld will become available for issuance under the 2021 Plan. All stock options granted under the 2021 Plan are equity-classified and have a contractual life of ten years. Under the 2021 Plan, the stock options contain service-based vesting conditions and generally vest ratably over a three- or five-year period (collectively with stock options under the 2014 Plan, the “Time Vesting Options”). The exercise prices for stock options granted under the 2021 Plan were not less than the fair market value of the common stock of the Company on the date of grant. RSUs granted under the 2021 Plan are equity-classified and contain service-based conditions and generally vest ratably over one- to five-year periods. Each RSU represents the right to receive one share of the Company’s common stock upon vesting. The fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is recognized over the requisite service period, which is generally the vesting period. The 2014 Plan and 2021 Plan are administered by the Board or, at the discretion of the Board, by a committee thereof. The exercise prices for stock options, the vesting of awards, and other restrictions are determined at the discretion of the Board, or its committee if so delegated. The 2021 ESPP In June 2021, the Board adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which was subsequently approved by the Company’s stockholders and became effective in June 2021. The 2021 ESPP authorizes the initial issuance of up to 5,000,000 shares of the Company’s common stock to eligible employees of the Company or, as designated by the Board, employees of a related company. The 2021 ESPP provides for offering periods not to exceed 27 months, and each offering period will include purchase periods. The Company determined that offering periods would commence at approximately the six-month period beginning with an enrollment date and ending with the next exercise date, except that the first offering period commenced on the effective date of the Company's registration statement and ended on November 9, 2021. The 2021 ESPP provides that the number of shares reserved and available for issuance under the 2021 ESPP will automatically increase on January 1 of each calendar year from January 1, 2022 through January 1, 2031 by an amount equal to the lesser of (i) 0.5% of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) such lesser number of shares of common stock as determined by the Board. 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 Plan during the period presented as follows : Year Ended December 31, 2021 Expected volatility 34.33 % - 38.64 % Risk-free interest rate 0.05 % - 0.07 % Expected term (in years) 0.35 - 0.49 Expected dividend yield None Time Vesting Options The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of Time Vesting Options granted under the 2014 Plan and 2021 Plan during the periods presented as follows : Year Ended December 31, 2021 2020 2019 Expected volatility 34.13 % - 44.89 % 26.62 % - 30.84 % 51.00 % Risk-free interest rate 0.63 % - 1.34 % 0.43 % - 1.00 % 2.01 % Expected term (in years) 5.2 - 6.5 6.5 6.5 Expected dividend yield None None None Stock Options A summary of the Company’s stock option activity during the most recent 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, 2020 19,958,043 13,341,504 33,299,547 $ 0.78 Granted 3,209,630 747,936 3,957,566 $ 10.24 Exercised ( 4,593,349 ) ( 1,812,693 ) ( 6,406,042 ) $ 0.70 Forfeited ( 60,968 ) ( 37,152 ) ( 98,120 ) $ 3.01 Outstanding as of December 31, 2021 18,513,356 12,239,595 30,752,951 $ 2.01 Options vested or expected to vest as of 17,836,369 12,239,595 30,075,964 $ 0.94 Options exercisable as of December 31, 2021 13,246,864 12,239,595 25,486,459 $ 0.84 The number and weighted-average grant date fair value of stock options during the most recent period presented is as follows: Number of Stock Options Weighted-Average Time Vesting Options Performance Vesting Options Time Vesting Options Performance Vesting Options Non-vested as of December 31, 2020 3,450,607 13,341,504 $ 0.96 $ 0.59 Non-vested as of December 31, 2021 5,266,469 — $ 3.45 — Granted during the period 3,209,630 747,936 $ 5.12 $ 2.26 Vested during the period 1,337,992 14,052,288 $ 0.86 $ 14.37 Forfeited/canceled during the period 60,968 37,152 $ 1.24 $ 1.27 The total grant date fair value of Time Vesting Options and Performance Vesting Options granted during the year ended December 31, 2021 was approximately $ 16,414 and $ 3,895 , respectively . The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $ 99,844 , $ 25 and $ 439 , respectively. The fair value of stock options vested during the years ended December 31, 2021, 2020 and 2019 was $ 328,839 , $ 14,169 and $ 8,499 , respectively. The weighted-average fair value of time vesting options granted in 2021, 2020 and 2019, estimated on the dates of grant using the Black-Scholes option pricing model, was $ 5.12 , $ 0.68 and $ 1.10 , respectively. As of December 31, 2021 and 2020, the weighted-average remaining contractual life of outstanding stock options was approximately 4.73 years and 4.89 years . As of December 31, 2021 and 2020, the weighted-average remaining contractual life of currently exercisable stock options was approximately 3 .74 years and 4.84 years . Restricted Stock Units The following table summarizes the Company’s RSU activity during the periods presented as follows : Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 — $ — Granted 1,755,045 15.14 Vested ( 7,680 ) 15.00 Forfeited ( 64,288 ) 15.03 Unvested as of December 31, 2021 1,683,077 $ 15.14 The total fair value of RSUs that vested during the year ended December 31, 2021 was $ 165 . As of December 31, 2021 the weighted-average remaining contractual life of outstanding RSUs was approximately 9.51 years. Stock-Based Compensation Expense The Company estimated a forfeiture rate of 6.96 % for awards with service-based vesting conditions based on historical experience and future expectations of the vesting of these share-based payments. The Company used this rate as an assumption in calculating stock-based compensation expense for Time Vesting Options, RSUs, and stock purchase rights granted under the 2021 ESPP. Total stock-based compensation expense, by caption, recorded in the consolidated statements of operations and comprehensive income (loss) for the periods presented is as follows: Year Ended December 31, 2021 2020 2019 Cost of labor and chemicals $ 36,500 $ — $ — General and administrative 180,079 1,493 2,365 Total stock-based compensation expense $ 216,579 $ 1,493 $ 2,365 Income tax (benefit) provision for stock-based compensation expense $ ( 50,932 ) $ ( 372 ) $ ( 528 ) Total stock-based compensation expense, by award type, recorded in the consolidated statements of operations and comprehensive income (loss) for the periods presented is as follows: Year Ended December 31, 2021 2020 2019 Time Vesting Options $ 5,662 $ 1,493 $ 2,365 Performance Vesting Options 201,985 — — RSUs 6,585 — — 2021 ESPP 2,347 — — Total stock-based compensation expense $ 216,579 $ 1,493 $ 2,365 During the year ended December 31 , 2021, total unrecognized compensation expense related to unvested Time Vesting Options was $ 12,234 , which is expected to be recognized over a weighted-average period of 3.39 years. During the year ended December 31 , 2021, there was no unrecognized compensation expense related to unvested Performance Vesting Options as the completion of the IPO satisfied the performance condition and as a result, all outstanding Performance Vesting Options vested. During the year ended December 31 , 2021, total unrecognized compensation expense related to unvested RSUs was $ 16,403 , w hich is expected to be recognized over a weighted-average period of 3.27 years. During the year ended December 31 , 2021, total unrecognized compensation expense related to unvested stock purchase rights under the 2021 ESPP was $ 624 , which is expected to be recognized over a weighted-average period of 0.37 years. Modification of Stock Options In February 2021, the Company modified a total of 7,874,304 shares of Performance Vesting Options for 12 grantees to provide for an additional service-based vesting condition related to the acceleration of vesting in connection with a grantees’ death. The Company did not recognize current incremental stock-based compensation expense in connection with the modification during the year ended December 31, 2021 because the grants vest upon the earlier of a performance condition or a service condition, neither of which are probable of occurring until the condition is met. The modification resulted in an incremental increase to unrecognized compensation expense related to unvested Performance Vesting Options of $ 75,217 , which was recognized in June 2021 in connection with the completion of the IPO. In June 2021, the Company modified all outstanding shares of Performance Vesting Options to remove, subject to the successful completion of the IPO, the requirement that the Principal Stockholders receive the Target Proceeds and the Maximum Amount as conditions for the Performance Vesting Options to vest. This modification resulted in incremental stock-based compensation expense of $ 117,708 , which was recognized in June 2021 in connection with the completion of the IPO. |
Employee Retirement Savings Pla
Employee Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Retirement Savings Plan | 15. Employee Retirement Savings Plan In January 2011, the Company established a defined contribution 401(k)-plan to benefit certain of its employees. The 401(k)-plan sponsor is a wholly owned subsidiary of the Company. Employees are eligible to participate if they are at least 18 years of age, have worked for the Company for at least one year and have completed at least 1,000 hours of service during the eligibility computation period. The Company may make discretionary matching contributions. For the years ended December 31, 2021, 2020 and 2019, the C ompany made $ 977 , $ 638 , and $ 853 , respectively, of matching contributions. The Company maintains a nonqualified deferred compensation plan for certain management employees. Under the deferred compensation plan, a participant may elect to defer up to 90 % of their base salary, 90 % of their annual bonus, and/or 100 % of 401(k) contributions that fail the top-heavy testing for highly compensated employees. The Company may make discretionary matching contributions. As of December 31, 2021 and 2020, the deferred compensation liability under this plan within accrued payroll and related expenses w as $ 4,131 and $ 2,956 , respectively. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | 16. Business Combinations From time to time, the Company may pursue acquisitions of conveyorized car washes that either strategically fit with the Company’s business or expand the Company’s presence in new and attractive markets. The Company accounts for business combinations under the acquisition method of accounting. The assets acquired, and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired and intangible assets assigned, recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning their respective useful lives. Accordingly, the Company may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management; but are inherently uncertain. The consolidated financial statements reflect the operations of an acquired business starting from the effective date of the acquisition. The Company expens ed $ 2,383 , $ 545 and $ 1,908 of acquisition-related costs for the years ended December 31, 2021, 2020 and 2019, respectively. These acquisition-related costs are expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss). For the years ended December 31, 2021 and 2020, the amount of acquired goodwill that is not deductible for income tax purp oses is $ 81,365 and $ 5,312 , respectively. The goodwill recognized in 2021 and 2020 is primarily attributable to the expected synergies to be achieved from the business combinations. 2021 Acquisitions For the year ended December 31 , 2021, the Company acquired the assets and liabilities of 37 conveyorized car washes in five acquisitions for total consideration of approximately $ 524,839 , which was paid in cash. These acquisitions resulted in the preliminary recognition of $ 323,477 of goodwill, $ 202,708 of property and equipment, $ 4,300 of intangible assets related to customer relationships, $ 3,970 of intangible assets related to covenants not to compete, and $ 9,665 of net liabilities. In connection with the Downtowner Car Wash acquisition, the Company recognized a contingent consideration liability of $ 5,750 . See Note 10 Fair Value Measurements for additional information regarding the contingent consideration liability. The weighted-average amortization periods for the acquired customer relationships and covenants not to compete are 7.0 years and 5.0 years, respectively. The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Florida (Superwash Express) 5 June Texas (Super Suds Car Wash) 1 July Texas (Daddy O's Car Wash) 3 November Florida (Downtowner Car Wash) 5 December Florida (Clean Streak Ventures LLC) 23 December Unaudited Supplemental Pro Forma Information The following table presents unaudited supplemental pro forma information for the periods presented as if the business combinations had occurred on January 1, 2020: Year Ended December 31, 2021 2020 Net revenues $ 67,667 $ 41,343 Net (loss) income $ 18,423 $ 13,178 The pro forma results presented above primarily include amortization charges for acquired intangible assets, depreciation adjustments for property and equipment that has been revalued, adjustments for certain acquisition-related charges, and the related tax effects. The pro forma information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at such time. For the year ended December 31, 2021, the revenues and earnings of the acquisitions reflected in the accompanying consolidated statements of operations and comprehensive income (loss) wer e $ 8,283 and $ 1,847 , re spectively. 2020 Acquisitions For the year ended December 31, 2020, the Company acquired the assets and liabilities of ten conveyorized car washes in four separate acquisitions for total consideration of approximately $ 33,584 , which was paid in cash. These acquisitions resulted in the recognition of $ 21,467 of goodwill, $ 9,463 of property and equipment, $ 830 of intangible assets related to covenants not to compete, and $ 1,824 in other assets and liabilities. The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Florida (Love) 1 January Washington (Bush) 7 September Texas (Soapbox Express) 1 November Florida (Avatar) 1 December |
Dispositions
Dispositions | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Dispositions | 17. Disposi tions On December 1, 2020, the Company entered into an Asset Purchase Agreement to sell 27 quick lube facilities for $ 55,386 to an unrelated third party, subject to certain inventory value adjustments. The sale of the quick lube facilities is in line with the Company’s focus on growing its car wash business. The sale was effective on December 11, 2020 . The disposition of the quick lube facilities did not meet the criteria to be reported as a discontinued operation and accordingly, its results of operations have not been reclassified. A gain totaling $ 29,773 was recognized on the sale during the year ended December 31, 2020 , which is recorded as (gain) loss on sale of assets in the accompanying consolidated statement of operations and comprehensive income (loss). As part of the sale and sublease of the quick lube facilities, the Company agreed to indemnify the buyer/subtenant for certain liabilities if they occurred or arose prior to or on the closing date, subject to a specified cap in some instances. The Company is not aware of any such liabilities or attendant indemnification obligations that require accrual at December 31, 2021 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related-Party Transactions For various advisory and monitoring services provided to the Company, Leonard Green Partners ("LGP"), the majority owner of the Company, historically received $ 1,000 annually for various advisory and monitoring services provided to the Company. During the COVID-19 pandemic, these fees were waived for the remainder of 2020. The management services agreement with LGP that provided for the advisory and monitoring services terminated in June 2021 upon the consummation of the IPO. For years ended December 31, 2021, 2020 and 2019, total fees and expenses paid by the Company to LGP were $ 500 , $ 250 , $ 1,000 , respectively. Fees and expenses paid to LGP are included in general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss). LGP was one of the Company’s creditors under the Second Lien Credit Agreement with an investment of $ 5,625 allowed through the Amended Second Lien Credit Agreement. The Company made a voluntary prepayment of all outstanding balances under the Second Lien Term Loan in June 2021 (see Note 9 Debt). |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 19. Commitments and Contingencies Litigation From time to time, the Company is party to pending or threatened lawsuits arising out of or incident to the ordinary course of business. The Company carries professional and general liability insurance coverage and other insurance coverages. In the opinion of management and upon consultation with legal counsel, none of the pending or threatened lawsuits will have a material effect upon the consolidated financial position, operations, or cash flows of the Company. Insurance The Company ca rries a broad range of insurance coverage, including general and business auto liability, commercial property, workers’ compensation, cyber risk, and general umbrella policies. As of December 31, 2021 and 2020, the Company accrued $ 3,169 and $ 2,467 , respectively, for assessments on insurance claims filed, which are included in other accrued expenses in the accompanying consolidated balance sheets. As of December 31, 2021 and 2020, the Company recorded $ 2,594 and $ 2,052 , respectively, in other receivables from its non-healthcare insurance carriers related to these insurance claims, whi ch are included in other receivables in the accompanying consolidated balance sheets. The receivables are paid when the claim is finalized and the reserved amounts on these claims are expected to be paid within one year . Environmental Matters Operations at certain facilities currently or previously owned or leased by the Company utilize, or in the past have utilized, hazardous substances generally in compliance with applicable law. Periodically, the Company has had minor claims asserted against it by regulatory agencies or private parties for environmental matters relating to the handling of hazardous substances by the Company, and it has incurred obligations for investigations or remedial actions with respect to certain of these matters. There can be no assurances that activities at these facilities, or future facilities owned or operated by the Company, may not result in additional environmental claims being asserted against the Company or additional investigations or remedial actions being required. The Company is not aware of any significant remediation matters as of December 31, 2021. Because of various factors including the difficulty of identifying the responsible parties for any particular site, the complexity of determining the relative liability among them, the uncertainty as to the most desirable remediation techniques and the amount of damages and clean-up costs and the time period during which such costs may be incurred, the Company is unable to reasonably estimate the ultimate cost of claims asserted against the Company related to environmental matters; however, the Company does not believe such costs will be material to its consolidated financial statements. In addition to potential claims asserted against the Company, there are certain regulatory obligations associated with these facilities. The Company also has a third-party specialist to review the sites subject to these regulations annually, for the purpose of assigning future cost. A third party has conducted a preliminary assessment of site restoration provisions arising from these regulations and the Company has recognized a provisional amount. As of December 31, 2021 and 2020, the Company recorded an environmental remediation accrual of $ 12 and $ 68 , respectively, which is included in other accrued expenses in the accompanying consolidated balance sheets. Warranties The Company has provided certain standard pre-closing warranties in connection with the sale of its quick lube facilities, which closed on December 11, 2020. The pre-closing warranties made by the Company in the related Asset Purchase Agreement survive for six months following the closing date. The Company is not aware of any warranty liabilities with respect to the former quick lube facilities that require accrual at December 31, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company. All material intercompany balances and transactions have been eliminated in consolidation. |
Segment Disclosure | Segment Disclosure The Company determined that there is one reportable segment, with activities related to providing car wash services. The car wash locations are geographically diversified and have similar economic characteristics and nature of services. The Company's Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the periods reported. Some of the significant estimates that the Company has made pertain to the determination of deferred tax assets and liabilities; estimates utilized to determine the fair value of assets acquired and liabilities assumed in business combinations and the related goodwill and intangibles; and certain assumptions used related to the evaluation of goodwill, intangibles, and property and equipment asset impairment. Actual results could differ from those estimates. |
Cash and Cash Equivalents, and Restricted Cash | Cash and Cash Equivalents, and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company places its temporary cash investments with high credit quality financial institutions. At times, such investments may exceed federally insured limits; however, management does not believe the Company is exposed to any significant credit risk on counter party cash and cash equivalents. At December 31, 2021, the Company had $ 120 in restricted cash set aside for the funding of various maintenance expenses. At December 31, 2020, the Company had $ 3,227 in restricted cash, consisting of $ 3,000 held in an escrow account on behalf of the Company for the purpose of indemnification pursuant to a purchase agreement and $ 227 in restricted cash set aside for the funding of various maintenance expenses. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable include amounts due for consumer credit card sales and other trade accounts receivable. Management determines the allowance for doubtful accounts and writes off trade receivables when deemed uncollectible on a specific customer identification basis. Recoveries of trade receivables previously written off are recorded when received. Accounts receivable are presented net of an allowance for doubtful accounts of $ 70 and $ 197 at December 31, 2021 and 2020, respectively. The activity in the allowance for doubtful accounts was immaterial for the years ended December 31, 2021 and 2020. |
Other Receivables | Other Receivables Other receivables consist primarily of payroll tax withholding and exercise proceeds receivables, construction receivables and insurance receivable from non-healthcare related insurance claims. The Company recorded a payroll tax withholding and exercise proceeds receivable for amounts due to the Company from a third-party broker for amounts used to cover tax liability and exercise proceeds resulting from employee exercises of share-based payment awards. For certain build-to-suit lease arrangements, the Company is responsible for the construction of a lessor owned facility using our designs. As construction occurs, the Company will recognize a construction receivable on the Company's consolidated balance sheets due from the lessor. To the extent costs exceed the amount to be reimbursed by the lessor, the Company will consider such costs prepaid rent, which are added to the associated operating lease right of use asset once the lease commences. The Company carries a broad range of insurance coverage, including general and business auto liability, commercial property, workers’ compensation, cyber risk, and general umbrella policies. The Company will record receivables from its non-healthcare insurance carriers related to these insurance claims, which are included in other receivables. The receivables are paid when the claim is finalized and the reserved amounts on these claims are expected to be paid within one year. As of December 31, 2021 December 31, 2020 Payroll tax withholding and exercise proceeds receivable $ 8,477 $ - Construction receivable 5,574 - Income tax receivable 4,935 1,043 Insurance receivable 2,594 2,052 Other 1,216 1,163 Total other receivables $ 22,796 $ 4,258 |
Inventory, Net | Inventory, Net Inventory, net consists primarily of chemical washing solutions and is stated at the lower of cost or net realizable value using the average cost method. The activity in the reserve for obsolescence accounts was immaterial for the years ended December 31, 2021 and 2020. Inventory for the periods presented is as follows: As of December 31, 2021 December 31, 2020 Chemical washing solutions $ 6,406 $ 6,490 Other 52 52 Total inventory, gross 6,458 6,542 Reserve for obsolescence ( 124 ) ( 127 ) Total inventory, net $ 6,334 $ 6,415 |
Property and Equipment, Net | Property and Equipment, Net Property and equipment purchased are stated at cost less accumulated depreciation. Assets acquired in business combinations are recorded at fair value. Depreciation and amortization are recorded using the straight-line method over the estimated useful lives of the property or related lease term. Amortization of assets under finance leases is included in depreciation expense. Estimated useful lives range from 10 to 35 years for buildings and leasehold improvements, and from 3 to 7 years for machinery and equipment. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for major renewals and betterments that extend the useful lives of existing equipment are capitalized. For items that are disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized as (gain) loss on sale of assets in the accompanying consolidated statements of operations and comprehensive income (loss). The Company periodically reviews the carrying value of long-lived assets held and used for possible impairment when events and circumstances warrant such a review. |
Other Intangible Assets, Net and Goodwill | Other Intangible Assets, Net and Goodwill The Company classifies intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. The Company determines the useful lives of its identifiable intangible assets after considering the specific facts and circumstances related to each intangible asset. The Company considers the following factors when determining useful lives: the contractual term of any agreement related to the asset, the historical performance of the asset, the Company’s long-term strategy for using the asset, any laws or other local regulations which could impact the useful life of the asset, and other economic factors, including competition and specific market conditions. Intangible assets that are deemed to have definite lives are amortized, primarily on a straight-line basis, over their useful lives, generally ranging from 2 to 10 years . When facts and circumstances indicate that the carrying value of definite-lived intangible assets may not be recoverable, management assesses the recoverability of the carrying value by preparing estimates of sales volume and the result ing profit and cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount, the Company recognizes an impairment loss. The impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the fair value. The Company uses a variety of methodologies to determine the fair value of these assets, including discounted cash flow models, which are consistent with the assumptions hypothetical marketplace participants would use. The Company tests intangible assets determined to have indefinite useful lives, including trade names and trademarks, for impairment annually, or more frequently if events or circumstances indicate that assets might be impaired. The Company uses a variety of methodologies in conducting impairment assessments of indefinite-lived intangible assets, including, but not limited to, discounted cash flow models, which are based on the assumptions the Company believes hypothetical marketplace participants would use. For indefinite-lived intangible assets, other than goodwill, if the carrying amount exceeds the fair value, an impairment charge is recognized in an amount equal to that excess. The Company has the option to perform a qualitative assessment of indefinite-lived intangible assets, other than goodwill, rather than completing the impairment test. The Company must assess whether it is more likely than not that the fair value of the intangible asset is less than its carrying amount. If the Company concludes that this is the case, it must perform the testing described above. Otherwise, the Company does not need to perform any further assessment. The Company completed its indefinite-life intangible asset impairment analysis as of October 31, 2021 and 2020 and concluded that it was not more likely than not that the carrying value o f the asset may not be recoverable. The Company evaluates its goodwill for impairment at the reporting unit-level on an annual basis (or more frequently if events or circumstances indicate that the related carrying amount may be impaired). The Company evaluates qualitative factors to determine if performing the quantitative impairment test is required. If it is determined that it is more likely than not, as defined in the guidance, that the carrying value is less than the fair value, the potential for goodwill impairment is evaluated and the amount of impairment loss, if any, is measured and recognized. If the Company determines that it is not more likely than not that the carrying value is less than the fair value, no further evaluation is performed. The Company completed its goodwill impairment test as of October 31, 2021 and 2020 and concluded that it is not more likely than not that the carrying value is less than the fair value, and therefore, no further evaluation was performed. The Company all ocated $ 16,191 of goodwill to the quick lube facilities disposed of on December 11, 2020. See Note 17 Dispositions for additional information. |
Deferred Debt Issuance Costs | Deferred Debt Issuance Costs Debt issuance costs related to a recognized debt liability are presented in the consolidated balance sheets as a direct deduction from the carrying value of the related liability except for debt issuance costs related to the Company’s Revolving Commitment arrangement. In the case of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement, related debt issuance costs are presented in Other assets in the accompanying consolidated balance sheets. The direct costs associated with the funding of long-term debt are amortized to interest expense over the term of the applicable loan. |
Derivative Financial Instruments | Derivative Financial Instruments The Company has a pay fixed, receive variable interest rate swap contract (“Swap”) to manage its exposure to changes in interest rates. The Swap is recognized in the consolidated balance sheets at fair value. The Swap is a cash flow hedge and is recorded using hedge accounting, as such, changes in the fair value of the Swap are recorded in Other comprehensive income (loss), net of tax until the hedged item is recognized in earnings. Amounts reported in Other comprehensive income (loss), net of tax related to the Swap are reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. The Swap is scheduled to terminate October 20, 2022. The Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivative used as a hedging instrument is highly effective in offsetting the changes in the cash flow of the hedged item. If it is determined that the derivative is not highly effective as a hedge or ceases to be highly effective, the Company will discontinue hedge accounting prospectively. See Note 10 Fair Value Measurements and Note 11 Interest Rate Swap for additional information. |
Leases | Leases The Company determines if a contract contains a lease at inception. The Company’s material operating leases consist of car wash locations, warehouses and office space. U.S. GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date, and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option would result in an economic penalty. Nearly all of the Company’s car wash and office space leases are classified as operating leases. The Company disburses cash for leasehold improvements, furniture and fixtures and equipment to build out and equip the Company’s leased premises. Tenant improvement allowance incentives may be available to partially offset the cost of developing and opening the related car washes, pursuant to agreed-upon terms in the respective lease agreements. Tenant improvement allowances can take the form of cash payments upon the opening of the related car washes, full or partial credits against rents otherwise payable by the Company, or a combination thereof. All tenant improvement allowances received by the Company are recorded as a contra operating lease right of use asset and amortized over the term of the lease. The lease term used for straight-line rent expense is calculated from the commencement date (the date the Company takes possession of the premises) through the lease termination date (including any options where exercise is reasonably certain and failure to exercise such option would result in an economic penalty). The initial lease term of the Company’s operating leases ranges from 6 to 50 years . The Company records rent expense on a straight-line basis beginning on the lease commencement date. Maintenance, insurance and property tax expenses are generally accounted for on an accrual basis as variable lease costs. The Company recognizes variable lease cost for operating leases in the period when changes in facts and circumstances on which the variable lease payments are based occur. All operating lease rent expense is included in equipment and facilities or general and administrative expense on the consolidated statements of operations and comprehensive income (loss). The Company records a lease liability for its operating leases equal to the present value of future payments discounted at the estimated fully collateralized incremental borrowing rate (discount rate) corresponding with the lease term as the rate implicit in the Company’s leases is not readily determinable. The Company’s operating lease liability calculation is the total rent payable during the lease term, including rent escalations in which the amount of future rent is certain or fixed on the straight-line basis over the term of the lease (including any rent holiday period beginning upon the Company’s possession of the premises, and any fixed payments stated in the lease). A corresponding operating lease asset is also recorded equaling the initial amount of the operating lease liability, plus any lease payments made to the lessor before or at the lease commencement date and any initial direct costs incurred, less any lease incentives received. The difference between the minimum rents paid and the straight-line rent is reflected within the associated operating lease right of use asset. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Additionally, the Company does not enter into lease transactions with related parties. The Company makes judgments regarding the reasonably certain lease term for each car wash property lease, which can impact the classification and accounting for a lease as finance or operating and/or escalations in payments that are taken into consideration when calculating straight-line rent, and the term over which leasehold improvements for each car wash are amortized. These judgments may produce materially different amounts of depreciation, amortization and rent expense than would be reported if different assumed lease terms were used. |
Revenue Recognition | Revenue Recognition The Company uses a five-step model to recognize revenue from customer contracts under ASC 606, Revenue from Contracts with Customers (ASC 606). The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The Company recognizes revenue in two main streams. First, the Company offers an Unlimited Wash Club ("UWC") program to its customers. The UWC program entitles the customer to unlimited washes for a monthly fee, cancellable at any time. The customer and the Company enter into a contract that falls under the definition of a customer contract under ASC 606. Customers are automatically charged on a credit or debit card on the same day of the month that they originally signed up. The Company’s performance obligations is to provide unlimited car wash services for a monthly fee. The UWC revenue is recognized ratably daily over the month in which it is earned and amounts unearned are recorded as deferred revenue on the consolidated balance sheets. All amounts recorded as deferred revenue at year end are recognized as revenue in the following year. Second, revenue from car wash and, prior to 2021, quick lube services are recognized at the point in time services are rendered and the customer pays with cash or credit. Revenues are net of sales tax, refunds and discounts applied as a reduction of revenue at the time of payment. The following table summarizes the composition of the Company's net revenues for the periods presented: Year Ended December 31, 2021 2020 2019 Recognized over time $ 486,580 $ 339,836 $ 311,155 Recognized at a point in time 268,981 232,210 311,139 Other revenue 2,796 2,895 7,234 Net revenues $ 758,357 $ 574,941 $ 629,528 The Company promotes and sells a limited number of prepaid products, which include discounted car wash packages and gift cards that are not material to the financial statements. The Company records the sale of these items as deferred revenue, which is reduced for estimated breakage, which is not material to the financial statements. Revenue is recognized based on the terms of the packages and when the prepaid packages or gift cards are redeemed by the customer. |
Cost of Labor and Chemicals | Cost of Labor and Chemicals Cost of labor and chemicals include labor costs associated with car wash employees, maintenance employees, warehouse employees, and chemicals and associated supplies. The related employee benefits for the aforementioned employees, such as taxes, insurance and workers compensation, are also included in the cost of labor and chemicals. |
Other Store Operating Expenses | Other Store Operating Expenses Other store operating expenses includes all other costs related to the operations of car wash and warehouse locations such as credit card fees, car damages, office and lobby supplies, information technology costs associated with the locations, telecommunications, advertising, non-healthcare related insurance, rent, repairs and maintenance related to held-for-use assets, utilities, property taxes, and depreciation on held-for-use assets at the car wash and warehouse locations. |
Sales and Marketing | Sales and Marketing Sales and marketing expenses are expensed as incurred and include costs for advertising, direct mailings, promotional events and sponsorships, and customer retention. Advertising costs totaled approximately $ 4,868 , $ 3,222 and $ 3,855 for the years ended December 31, 2021, 2020, and 2019, respectively, and are recorded in other store operating expenses in the consolidated statements of operations and comprehensive income (loss). |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized differently in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax basis of assets and liabilities using enacted tax rates. The Company has adopted a more likely than not threshold for financial statement recognition and measurement of an uncertain tax position taken or expected to be taken in a tax return. The Company recognizes interest and penalties related to uncertain tax positions in income tax (benefit) provision in the consolidated statements of operations and comprehensive income (loss). |
Sales Taxes | Sales Taxes The Company collects sales taxes from customers for taxable services provided and products sold and remits those collected sales and use taxes to the applicable state authorities on a monthly basis. The Company has adopted a policy of presenting such taxes on revenues on a net basis (excluded from revenues) in the Company’s consolidated statements of operations and comprehensive income (loss). |
Stock-Based Compensation Plans | Stock-Based Compensation Plans Stock-based compensation represents the cost related to stock-based awards granted to employees. The Company measures stock-based compensation cost at grant date, based upon the estimated fair value of the award, and recognizes cost as expense using the tranche over the employee requisite service period. The Company estimates the fair value of stock options using Black-Scholes and Monte Carlo option models. The Company estimates the fair value of stock purchase rights using a Black-Scholes option-pricing model. Restricted stock units are classified as equity and measured at the fair market value of the underlying stock at the grant date. Upon termination unvested time and performance-based options, stock-purchase rights, and restricted stock units are forfeited. The Company has made a policy election to estimate the number of stock-based compensation awards that are expected to vest to determine the amount of compensation expense recognized in earnings. Forfeiture estimates are revised if subsequent information indicates that the actual number of forfeitures is likely to differ from previous estimates. The Company records deferred tax assets for awards that result in deductions in the Company’s income tax returns, based upon the amount of compensation cost recognized and the Company’s statutory tax rate. The tax effect of differences between the compensation cost of an award recognized for financial reporting purposes and the deduction for an award for tax purposes is recognized as an income tax expense or benefit in the consolidated statements of operations and comprehensive income (loss) in the period in which the tax deduction arises. |
Business Combinations | Business Combinations The Company evaluates each transaction under ASC 805, Business Combinations , including applying a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. For all business acquisitions, the Company recognizes, separately from goodwill, the identifiable assets acquired, and liabilities assumed at their estimated acquisition-date fair values. The Company measures and recognizes goodwill as of the acquisition date as the excess of the aggregate of the fair value of consideration transferred over the fair value of assets acquired and liabilities assumed. To the extent contingencies such as pre-acquisition environmental matters, contingent purchase price consideration, litigation, and related legal fees are resolved or settled during a reporting period after a business combination occurs, the effect of changes in such contingencies is included in results of operations in the periods in which the adjustments are determined. The Company recognizes third-party transaction-related costs as general and administrative in the period in which those costs are incurred. If information about facts and circumstances existing as of the acquisition date is incomplete by the end of the reporting period in which a business combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. This period will not exceed one year from the acquisition date. Any material adjustments recognized during the measurement period are reflected prospectively in the consolidated financial statements of the subsequent period. |
Fair Value Measurements | Fair Value Measurements The Company discloses the fair value of its financial instruments based on the fair value hierarchy. The levels of the fair value hierarchy are described as follows: Level 1—Financial assets and liabilities whose values are based on unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access. Level 2—Financial assets and liabilities whose values are based on quoted prices in markets that are not active, or model inputs that are observable for substantially the full term of the asset or liability. Level 3—Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. The Company uses observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement. A contingent consideration liability related to one of the Company's 2021 acquisitions was measured at fair value (Level 3) on a recurring basis as of December 31, 2021. See Note 10 Fair Value Measurements for additional information regarding the contingent consideration liability. There were no assets or liabilities measured at fair value (Level 3) on a recurring basis as of December 31, 2020. |
Net (Loss) Income Per Share | Net (Loss) Income Per Share Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of common shares outstanding for the period. Diluted net (loss) income per share is computed by dividing net (loss) income by the weighted-average shares outstanding for the period and includes the dilutive impact of potential new shares issuable upon vesting and exercise of stock options, 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 (loss) income per share if their effect is antidilutive. Reconciliations of the numerators and denominators of the basic and diluted net (loss) income per share calculations for the periods presented are as follows: Year Ended December 31, 2021 2020 2019 Numerator: Net (loss) income $ ( 22,045 ) $ 60,403 $ 920 Denominator: Weighted-average common shares outstanding - basic 280,215,579 261,773,267 260,479,344 Effect of potentially dilutive securities: Stock options — 14,147,100 11,974,511 Restricted stock units — — — Employee stock purchase plan — — — Weighted-average common shares outstanding - diluted 280,215,579 275,920,367 272,453,855 Net (loss) income per share - basic $ ( 0.08 ) $ 0.23 $ 0.00 Net (loss) income per share - diluted $ ( 0.08 ) $ 0.22 $ 0.00 The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Year Ended December 31, 2021 2020 2019 Stock options 30,752,951 22,693 831,043 Restricted stock units 1,683,077 — — Employee stock purchase plan 194,263 — — |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity financings, including the IPO, until such financings are consummated. After consummation of an equity financing, these costs are then recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs would be immediately written off to operating expenses. Upon the closing of the IPO in June 2021, all deferred offering costs in the accompanying consolidated balance sheets were reclassified from prepaid expenses and other current assets and recorded against the IPO proceeds as a reduction to additional paid-in capital. There were no deferred offering costs capitalized as of December 31, 2021 and December 31, 2020. |
Prior Period Reclassification | Prior Period Reclassification Certain prior period amounts related to other receivables within accounts receivable, net and prepaid expenses and other current assets in the accompanying consolidated financial statements have been reclassified to conform to the current period presentation. There was no change to prior period current or total assets. Certain prior period amounts related to accrued payroll and related expenses within other accrued expenses in the accompanying consolidated financial statements have been reclassified to conform to the current period presentation. There was no change to prior period current or total liabilities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which simplifies the accounting for income taxes by removing a variety of exceptions within the framework of ASC 740. The Company early adopted ASU No. 2019-12 on April 1, 2021, and the amendments applicable to the Company were applied prospectively. The adoption of this standard did not have an impact on the Company’s consolidated financial statements or disclosures for the year ended December 31, 2021. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU No. 2020-04”) and issued the following subsequent amendments to ASU No. 2020-04: ASU No. 2021-01. The new guidance is intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Reference rate reform is necessary due to the phase out of the London Interbank Offered Rate (“LIBOR”) at the end of 2021. The adoption of this guidance is optional and provides relief around modification and hedge accounting as it specifically arises from changing reference rates, in addition to optional expedients for cash flow hedges. The guidance will be effective from March 12, 2020 through December 31, 2022. The Company adopted ASU No. 2020-04 on April 1, 2021, and the adoption of this standard did not have an impact on the Company’s consolidated financial statements or disclosures. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. Early adoption is permitted. The Company is currently evaluating the effect that ASU No. 2016-13 will have on its consolidated financial statements and related disclosures. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”) . The guidance improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and certain inconsistencies in application. Under current U.S. GAAP, an acquirer generally recognizes contract assets acquired and liabilities assumed in a business combination at fair value on the acquisition date. The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606 as if it had originated the contracts. The amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effect that ASU No. 2021-08 will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Other Receivables | As of December 31, 2021 December 31, 2020 Payroll tax withholding and exercise proceeds receivable $ 8,477 $ - Construction receivable 5,574 - Income tax receivable 4,935 1,043 Insurance receivable 2,594 2,052 Other 1,216 1,163 Total other receivables $ 22,796 $ 4,258 |
Schedule of Inventory | Inventory for the periods presented is as follows: As of December 31, 2021 December 31, 2020 Chemical washing solutions $ 6,406 $ 6,490 Other 52 52 Total inventory, gross 6,458 6,542 Reserve for obsolescence ( 124 ) ( 127 ) Total inventory, net $ 6,334 $ 6,415 |
Schedule of Composition of Net Revenue | The following table summarizes the composition of the Company's net revenues for the periods presented: Year Ended December 31, 2021 2020 2019 Recognized over time $ 486,580 $ 339,836 $ 311,155 Recognized at a point in time 268,981 232,210 311,139 Other revenue 2,796 2,895 7,234 Net revenues $ 758,357 $ 574,941 $ 629,528 |
Schedule of Reconciliations of Numerators and Denominators of Basic and Diluted Net (Loss) Income Per Share | Reconciliations of the numerators and denominators of the basic and diluted net (loss) income per share calculations for the periods presented are as follows: Year Ended December 31, 2021 2020 2019 Numerator: Net (loss) income $ ( 22,045 ) $ 60,403 $ 920 Denominator: Weighted-average common shares outstanding - basic 280,215,579 261,773,267 260,479,344 Effect of potentially dilutive securities: Stock options — 14,147,100 11,974,511 Restricted stock units — — — Employee stock purchase plan — — — Weighted-average common shares outstanding - diluted 280,215,579 275,920,367 272,453,855 Net (loss) income per share - basic $ ( 0.08 ) $ 0.23 $ 0.00 Net (loss) income per share - diluted $ ( 0.08 ) $ 0.22 $ 0.00 |
Schedule of Antidilutive Shares Excluded from Computation of Diluted Net (Loss) Income Per Share | The following potentially dilutive shares were excluded from the computation of diluted net (loss) income per share for the periods presented because including them would have been antidilutive: Year Ended December 31, 2021 2020 2019 Stock options 30,752,951 22,693 831,043 Restricted stock units 1,683,077 — — Employee stock purchase plan 194,263 — — |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid expenses and other current assets consisted of the following for the periods presented: As of December 31, 2021 December 31, 2020 Spare parts $ 2,318 $ 1,953 Prepaid insurance 3,267 911 Other 3,181 2,162 Total prepaid expenses and other current assets $ 8,766 $ 5,026 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following for the periods presented: As of December 31, 2021 December 31, 2020 Land $ 81,911 $ 28,316 Buildings and improvements 171,540 55,250 Finance leases 16,497 16,497 Leasehold improvements 92,821 83,561 Vehicles and equipment 188,053 143,435 Furniture, fixtures and equipment 73,213 61,350 Construction in progress 24,724 13,187 Property and equipment, gross 648,759 401,596 Less: accumulated depreciation ( 175,017 ) ( 138,238 ) Less: accumulated amortization - finance leases ( 1,294 ) ( 324 ) Property and equipment, net $ 472,448 $ 263,034 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets Net Excluding Goodwill [Abstract] | |
Summary of Components of Other Intangible Assets, Net | Other intangibles assets, net consisted of the following as of the periods presented: December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Trade names and Trademarks $ 107,200 $ — $ 107,000 $ — CPC Unity System 42,900 31,591 42,900 27,301 Customer relationships 11,800 7,584 7,600 7,376 Covenants not to compete 11,075 3,980 7,515 3,319 $ 172,975 $ 43,155 $ 165,015 $ 37,996 |
Summary of Estimated Amortization Expense | As of December 31, 2021, estimated future amortization expense was as follows: Fiscal Year Ending: 2022 $ 7,078 2023 6,787 2024 4,823 2025 1,403 2026 1,329 Thereafter 1,200 Total estimated future amortization expense $ 22,620 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following for the periods presented: As of December 31, 2021 December 31, 2020 Balance at beginning of period $ 737,415 $ 731,989 Current period acquisitions 323,477 21,467 Current period dispositions — ( 16,191 ) Other provisional adjustments ( 671 ) 150 Balance at end of period $ 1,060,221 $ 737,415 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following for the periods presented: As of December 31, 2021 December 31, 2020 Utilities $ 4,274 $ 3,586 Accrued other tax expense 8,088 6,560 Insurance expense 3,200 2,468 Other 4,639 6,543 Total other accrued expenses $ 20,201 $ 19,157 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Provision | The provision for income taxes consisted of the following for the periods presented: Year Ended December 31, 2021 2020 2019 Current provision (benefit): Federal $ — $ ( 9,748 ) $ — State 2,237 4,876 1,786 Total current provision (benefit) 2,237 ( 4,872 ) 1,786 Deferred (benefit) provision: Federal ( 22,781 ) 20,774 ( 4,488 ) State ( 4,549 ) 866 66 Total deferred (benefit) provision ( 27,330 ) 21,640 ( 4,422 ) Total (benefit) provision $ ( 25,093 ) $ 16,768 $ ( 2,636 ) |
Components of Net Deferred Taxes | As of December 31, 2021 December 31, 2020 Deferred tax assets: Lease liability $ 189,231 $ 179,280 Stock based compensation 47,626 4,350 Accrued compensation costs 1,556 1,102 Deferred revenue 1,955 673 Net operating loss (NOL) carryforwards 27,971 14,289 Federal credit carryforward 3,578 2,650 Other 1,852 1,780 Gross deferred tax assets 273,769 204,124 Less valuation allowance ( 122 ) — Net deferred tax assets 273,647 204,124 Deferred tax liabilities: Right of use asset ( 180,018 ) ( 169,972 ) Goodwill and other intangible assets ( 46,254 ) ( 41,400 ) Property and equipment ( 68,539 ) ( 38,602 ) Other ( 1,439 ) ( 232 ) Gross deferred tax liabilities ( 296,250 ) ( 250,206 ) Total deferred tax liabilities, net $ ( 22,603 ) $ ( 46,082 ) |
Differences Between Statutory and Effective Income Tax Rate | A reconciliation of the statutory income tax rate (benefit) provision to the Company’s (benefit) provision consisted of the following for the periods presented : Year Ended December 31, 2021 2020 2019 Income tax (benefit) provision at the statutory rate $ ( 9,899 ) $ 16,206 $ ( 360 ) Increase (decrease) resulting from: Federal credits ( 606 ) ( 400 ) ( 623 ) State income taxes, net of federal benefit ( 2,903 ) 4,813 1,691 Other nondeductible expenses 714 184 175 Valuation allowance adjustment 122 ( 95 ) ( 2,688 ) Stock based compensation ( 12,494 ) ( 33 ) ( 851 ) Change in tax law (CARES Act) — ( 3,906 ) — Other, net ( 27 ) ( 1 ) 20 Income tax (benefit) provision $ ( 25,093 ) $ 16,768 $ ( 2,636 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The Company’s long-term debt consisted of the following as of the periods presented: As of December 31, 2021 December 31, 2020 Credit agreement First lien term loan $ 903,301 $ 827,600 Less: unamortized discount and debt issuance costs ( 6,965 ) ( 4,849 ) Less: current maturities of debt — ( 8,400 ) First lien term loan, net 896,336 814,352 Credit agreement, net $ 896,336 $ 814,352 Second lien credit agreement Second lien term loan $ — $ 242,673 Less: debt issuance costs — ( 2,205 ) Second lien credit agreement, net $ — $ 240,468 Total long-term portion of debt, net $ 896,336 $ 1,054,820 |
Schedule of Annual Maturities of Debt | As of December 31, 2021, annual maturities of debt were as follows: Fiscal Year Ending: 2022 $ — 2023 — 2024 — 2025 — 2026 903,301 Thereafter — Total maturities of debt $ 903,301 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities measured at Fair Value on a Recurring Basis | The following table presents assets and liabilities which are measured at fair value on a recurring basis as of December 31, 2021: Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Interest rate swap $ 268 $ — $ 268 $ — Liabilities: Contingent consideration $ 5,750 $ — $ — $ 5,750 The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2020: Fair Value Measurements Total Level 1 Level 2 Level 3 Liabilities: Interest rate swap $ 1,488 $ — $ 1,488 $ — |
Interest Rate Swap (Tables)
Interest Rate Swap (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Interest Rate Cash Flow Hedges [Abstract] | |
Schedule of Interest Rate Swap | As of December 31, 2021, information pertaining to the Swap was as follows: Notional Amount Fair Value Pay-Fixed Receive-Floating Maturity Date $ 544,416 $ 268 0.308 % 0.104 % October 20, 2022 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Balance Sheet Information Related to Leases | Balance sheet information related to leases consisted of the following for the periods presented: As of Classification December 31, 2021 December 31, 2020 Assets Operating Operating right of use assets, net $ 718,533 $ 681,538 Finance Property and equipment, net 15,204 16,173 Total lease assets $ 733,737 $ 697,711 Liabilities Current Operating Current maturities of operating lease liability $ 37,345 $ 33,485 Finance Current maturities of finance lease liability 559 495 Long-term Operating Operating lease liability 717,552 685,479 Finance Financing lease liability 15,359 15,917 Total lease liabilities $ 770,815 $ 735,376 |
Summary of Components of Total Lease Cost | Components of total lease cost, net, consisted of the following for the periods presented: Year Ended December 31, 2021 2020 Operating lease expense (1) $ 79,420 $ 78,261 Finance lease expense Amortization of lease assets 970 324 Interest on lease liabilities 1,164 408 Short-term lease expense 50 23 Variable lease expense (2) 12,045 9,818 Total $ 93,649 $ 88,834 (1) Operating lease expense includes an immaterial amount of sublease income and is included in equipment and facilities and general and administrative on the consolidated statement of operating and comprehensive income (loss). (2) Variable lease costs consist primarily of property taxes, property insurance, and common area or other maintenance costs for the Company’s building leases. |
Summary of Supplemental Information of Leases | The following includes supplemental information for the periods presented: Year Ended December 31, 2021 2020 Operating cash flows from operating leases $ 80,831 $ 76,012 Operating cash flows from finance leases $ 1,164 $ 408 Financing cash flows from finance leases $ 495 $ 223 Operating lease liabilities arising from obtaining ROU assets $ 72,944 $ 37,996 Finance lease liabilities arising from obtaining ROU assets $ - $ 15,597 Weighted-average remaining operating lease term 14.44 15.01 Weighted-average remaining finance lease term 17.30 18.17 Weighted-average operating lease discount rate 6.61 % 6.27 % Weighted-average finance lease discount rate 7.33 % 7.33 % |
Schedule of Lease Obligation Maturities | As of December 31, 2021, lease obligation maturities were as follows: Fiscal Year Ending: Operating Leases Finance Leases 2022 $ 85,439 $ 1,684 2023 85,029 1,716 2024 84,423 1,741 2025 84,082 1,766 2026 83,125 1,792 Thereafter 770,373 22,090 Total future minimum obligations $ 1,192,471 $ 30,789 Less: Present value discount ( 437,574 ) ( 14,871 ) Present value of net future minimum lease obligations $ 754,897 $ 15,918 Less: current portion ( 37,345 ) ( 559 ) Long-term obligations $ 717,552 $ 15,359 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 Plan during the period presented as follows : Year Ended December 31, 2021 Expected volatility 34.33 % - 38.64 % Risk-free interest rate 0.05 % - 0.07 % Expected term (in years) 0.35 - 0.49 Expected dividend yield None Time Vesting Options The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of Time Vesting Options granted under the 2014 Plan and 2021 Plan during the periods presented as follows : Year Ended December 31, 2021 2020 2019 Expected volatility 34.13 % - 44.89 % 26.62 % - 30.84 % 51.00 % Risk-free interest rate 0.63 % - 1.34 % 0.43 % - 1.00 % 2.01 % Expected term (in years) 5.2 - 6.5 6.5 6.5 Expected dividend yield None None None |
Summary of Stock Option Activity | A summary of the Company’s stock option activity during the most recent 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, 2020 19,958,043 13,341,504 33,299,547 $ 0.78 Granted 3,209,630 747,936 3,957,566 $ 10.24 Exercised ( 4,593,349 ) ( 1,812,693 ) ( 6,406,042 ) $ 0.70 Forfeited ( 60,968 ) ( 37,152 ) ( 98,120 ) $ 3.01 Outstanding as of December 31, 2021 18,513,356 12,239,595 30,752,951 $ 2.01 Options vested or expected to vest as of 17,836,369 12,239,595 30,075,964 $ 0.94 Options exercisable as of December 31, 2021 13,246,864 12,239,595 25,486,459 $ 0.84 |
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 most recent period presented is as follows: Number of Stock Options Weighted-Average Time Vesting Options Performance Vesting Options Time Vesting Options Performance Vesting Options Non-vested as of December 31, 2020 3,450,607 13,341,504 $ 0.96 $ 0.59 Non-vested as of December 31, 2021 5,266,469 — $ 3.45 — Granted during the period 3,209,630 747,936 $ 5.12 $ 2.26 Vested during the period 1,337,992 14,052,288 $ 0.86 $ 14.37 Forfeited/canceled during the period 60,968 37,152 $ 1.24 $ 1.27 |
Summary of Restricted Stock Activity | The following table summarizes the Company’s RSU activity during the periods presented as follows : Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2020 — $ — Granted 1,755,045 15.14 Vested ( 7,680 ) 15.00 Forfeited ( 64,288 ) 15.03 Unvested as of December 31, 2021 1,683,077 $ 15.14 |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense, by caption, recorded in the consolidated statements of operations and comprehensive income (loss) for the periods presented is as follows: Year Ended December 31, 2021 2020 2019 Cost of labor and chemicals $ 36,500 $ — $ — General and administrative 180,079 1,493 2,365 Total stock-based compensation expense $ 216,579 $ 1,493 $ 2,365 Income tax (benefit) provision for stock-based compensation expense $ ( 50,932 ) $ ( 372 ) $ ( 528 ) Total stock-based compensation expense, by award type, recorded in the consolidated statements of operations and comprehensive income (loss) for the periods presented is as follows: Year Ended December 31, 2021 2020 2019 Time Vesting Options $ 5,662 $ 1,493 $ 2,365 Performance Vesting Options 201,985 — — RSUs 6,585 — — 2021 ESPP 2,347 — — Total stock-based compensation expense $ 216,579 $ 1,493 $ 2,365 |
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 as follows : Year Ended December 31, 2021 2020 2019 Expected volatility 34.13 % - 44.89 % 26.62 % - 30.84 % 51.00 % Risk-free interest rate 0.63 % - 1.34 % 0.43 % - 1.00 % 2.01 % Expected term (in years) 5.2 - 6.5 6.5 6.5 Expected dividend yield None None None |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions | The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Florida (Superwash Express) 5 June Texas (Super Suds Car Wash) 1 July Texas (Daddy O's Car Wash) 3 November Florida (Downtowner Car Wash) 5 December Florida (Clean Streak Ventures LLC) 23 December The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Florida (Love) 1 January Washington (Bush) 7 September Texas (Soapbox Express) 1 November Florida (Avatar) 1 December |
Schedule of Business Acquisition, Pro Forma Information | The following table presents unaudited supplemental pro forma information for the periods presented as if the business combinations had occurred on January 1, 2020: Year Ended December 31, 2021 2020 Net revenues $ 67,667 $ 41,343 Net (loss) income $ 18,423 $ 13,178 |
Nature of Business - Additional
Nature of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2021USD ($)shares | Jun. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)CarWashStateshares | Dec. 31, 2020USD ($)CarWashStateshares | Dec. 31, 2019USD ($) | |
Nature Of Business [Line Items] | |||||
Disposal date of operations | Dec. 31, 2021 | Dec. 31, 2020 | |||
Number of states in entity operates | State | 21 | 21 | |||
Stock split | 96-for-1 | ||||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||
Common stock shares issued | 303,294,678 | 264,747,644 | |||
Proceeds from issuance of common stock pursuant to initial public offering | $ | $ 468,750 | $ 0 | $ 0 | ||
Initial Public Offering | |||||
Nature Of Business [Line Items] | |||||
Common stock shares issued | 43,125,000 | ||||
Stock, price per share | $ / shares | $ 15 | ||||
Issuance of common stock pursuant to initial public offering, Shares | 31,250,000 | ||||
Issuance of common stock pursuant to initial public offering , Shares | 11,875,000 | ||||
Proceeds from issuance of common stock pursuant to initial public offering | $ | $ 468,750 | ||||
Underwriters | |||||
Nature Of Business [Line Items] | |||||
Issuance of common stock pursuant to initial public offering , Shares | 5,625,000 | ||||
Secondary Public Offering | |||||
Nature Of Business [Line Items] | |||||
Common stock shares issued | 12,000,000 | ||||
Secondary public offering issuance cost | $ | $ 498 | ||||
Retail Site | |||||
Nature Of Business [Line Items] | |||||
Number of operating business units | CarWash | 396 | 342 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Dec. 11, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||||
Escrow Deposit | $ 3,000 | |||
Restricted cash | $ 120 | 3,227 | ||
Restricted cash | 227 | |||
Allowance for doubtful accounts | 70 | 197 | ||
Goodwill allocated, disposition of asset | $ 16,191 | |||
Advertising Expense | 4,868 | 3,222 | $ 3,855 | |
Deferred Offering Costs | $ 0 | $ 0 | ||
Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Weighted Average Amortization Period | 2 years | |||
Initial lease term | 6 years | |||
Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Weighted Average Amortization Period | 10 years | |||
Initial lease term | 50 years | |||
Buildings and Leasehold Improvements [Member] | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Estimated useful life | 10 years | |||
Buildings and Leasehold Improvements [Member] | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Estimated useful life | 35 years | |||
Machinery And Equipment [Member] | Minimum | ||||
Property Plant And Equipment [Line Items] | ||||
Estimated useful life | 3 years | |||
Machinery And Equipment [Member] | Maximum | ||||
Property Plant And Equipment [Line Items] | ||||
Estimated useful life | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Other Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Payroll tax withholding and exercise proceeds receivable | $ 8,477 | |
Construction receivable | 5,574 | 0 |
Income tax receivable | 4,935 | 1,043 |
Insurance receivable | 2,594 | 2,052 |
Other | 1,216 | 1,163 |
Total other receivables | $ 22,796 | $ 4,258 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Chemical washing solutions | $ 6,406 | $ 6,490 |
Other | 52 | 52 |
Total inventory, gross | 6,458 | 6,542 |
Reserve for obsolescence | (124) | (127) |
Total inventory, net | $ 6,334 | $ 6,415 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Composition of Net Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||
Net Revenues | $ 758,357 | $ 574,941 | $ 629,528 |
Recognized Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Net Revenues | 486,580 | 339,836 | 311,155 |
Recognized at a Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Net Revenues | 268,981 | 232,210 | 311,139 |
Other Revenue | |||
Disaggregation Of Revenue [Line Items] | |||
Net Revenues | $ 2,796 | $ 2,895 | $ 7,234 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Reconciliations of Numerators and Denominators of Basic and Diluted Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net (loss) income | $ (22,045) | $ 60,403 | $ 920 |
Weighted-average common shares outstanding: | |||
Basic | 280,215,579 | 261,773,267 | 260,479,344 |
Effect of potentially dilutive securities: | |||
Weighted Average Number Diluted Shares Outstanding Adjustment | 275,920,367 | ||
Diluted | 280,215,579 | 275,920,367 | 272,453,855 |
Basic | $ (0.08) | $ 0.23 | $ 0 |
Diluted | $ (0.08) | $ 0.22 | $ 0 |
Stock Options | |||
Effect of potentially dilutive securities: | |||
Weighted Average Number Diluted Shares Outstanding Adjustment | 14,147,100 | 11,974,511 | |
Restricted Stock Units | |||
Effect of potentially dilutive securities: | |||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 | ||
Employee Stock Purchase Plan | |||
Effect of potentially dilutive securities: | |||
Weighted Average Number Diluted Shares Outstanding Adjustment | 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Antidilutive Shares Excluded from Computation of Diluted Net (Loss) Income Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 30,752,951 | 22,693 | 831,043 |
Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share, amount | 1,683,077 | 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 | 194,263 | 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Spare parts | $ 2,318 | $ 1,953 |
Prepaid insurance | 3,267 | 911 |
Other | 3,181 | 2,162 |
Total prepaid expenses and other current assets | $ 8,766 | $ 5,026 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 648,759 | $ 401,596 |
Less: accumulated depreciation | (175,017) | (138,238) |
Less: accumulated amortization - finance leases | (1,294) | (324) |
Property and equipment, net | 472,448 | 263,034 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 81,911 | 28,316 |
Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 171,540 | 55,250 |
Finance Leases [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,497 | 16,497 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 92,821 | 83,561 |
Vehicle And Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 188,053 | 143,435 |
Furniture, Fixtures and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 73,213 | 61,350 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 24,724 | $ 13,187 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 43,970 | $ 38,010 | $ 32,528 |
Amortization expense | $ 970 | $ 336 | $ 541 |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Summary of Components of Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 172,975 | $ 165,015 |
Accumulated Amortization | 43,155 | 37,996 |
Trade names and Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 107,200 | 107,000 |
Accumulated Amortization | 0 | |
C P C Unity System | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,900 | 42,900 |
Accumulated Amortization | 31,591 | 27,301 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,800 | 7,600 |
Accumulated Amortization | 7,584 | 7,376 |
Covenants Not to Compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,075 | 7,515 |
Accumulated Amortization | $ 3,980 | $ 3,319 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 5,619 | $ 6,943 | $ 6,928 |
C P C Unity System | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 10 years | ||
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 7 years | ||
Covenants Not to Compete | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 6 years 3 months 18 days |
Other Intangible Assets, Net _3
Other Intangible Assets, Net - Summary of Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Intangible Assets Net Excluding Goodwill [Abstract] | |
2022 | $ 7,078 |
2023 | 6,787 |
2024 | 4,823 |
2025 | 1,403 |
2026 | 1,329 |
Thereafter | 1,200 |
Finite-Lived Intangible Assets, Net, Total | $ 22,620 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Balance at beginning of period | $ 737,415 | $ 731,989 |
Current period acquisitions | 323,477 | 21,467 |
Current period dispositions | 0 | (16,191) |
Other provisional adjustments | (671) | 150 |
Balance at end of period | $ 1,060,221 | $ 737,415 |
Other Accrued Expenses - Schedu
Other Accrued Expenses - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Utilities | $ 4,274 | $ 3,586 |
Accrued other tax expense | 8,088 | 6,560 |
Insurance expense | 3,200 | 2,468 |
Other | 4,639 | 6,543 |
Total other accrued expenses | $ 20,201 | $ 19,157 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Detail) - USD ($) $ in Thousands | Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||||
Federal | $ (9,748) | |||
State | 2,237 | 4,876 | 1,786 | |
Current Income Tax Expense (Benefit), Total | 2,237 | (4,872) | 1,786 | |
Federal | (22,781) | 20,774 | (4,488) | |
State | (4,549) | 866 | 66 | |
Total deferred (benefit) provision | (27,330) | 21,640 | (4,422) | |
Income tax (benefit) provision | $ 3,906 | $ (25,093) | $ 16,768 | $ (2,636) |
Income Taxes - Differences Betw
Income Taxes - Differences Between Statutory and Effective Income Tax Rate (Detail) - USD ($) $ in Thousands | Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||||
Income tax (benefit) provision at the statutory rate | $ (9,899) | $ 16,206 | $ (360) | |
Federal credits | (606) | (400) | (623) | |
State income taxes, net of federal benefit | (2,903) | 4,813 | 1,691 | |
Other nondeductible expenses | 714 | 184 | 175 | |
Valuation allowance adjustment | 122 | (95) | (2,688) | |
Stock based compensation | (12,494) | (33) | (851) | |
Change in tax law (CARES Act) | (3,906) | |||
Other, net | (27) | (1) | 20 | |
Income tax (benefit) provision | $ 3,906 | $ (25,093) | $ 16,768 | $ (2,636) |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Taxes (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Lease liability | $ 189,231 | $ 179,280 |
Stock based compensation | 47,626 | 4,350 |
Accrued compensation costs | 1,556 | 1,102 |
Deferred revenue | 1,955 | 673 |
Net operating loss (NOL) carryforwards | 27,971 | 14,289 |
Federal credit carryforward | 3,578 | 2,650 |
Other | 1,852 | 1,780 |
Gross deferred tax assets | 273,769 | 204,124 |
Less valuation allowance | (122) | |
Net deferred tax assets | 273,647 | 204,124 |
Deferred tax liabilities: | ||
Right of use asset | (180,018) | (169,972) |
Goodwill and other intangible assets | (46,254) | (41,400) |
Property and equipment | (68,539) | (38,602) |
Other | (1,439) | (232) |
Gross deferred tax liabilities | (296,250) | (250,206) |
Total deferred tax liabilities, net | $ (22,603) | $ (46,082) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | Mar. 27, 2020 | Jan. 31, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | $ 22,706 | ||||
Federal general business credits | 3,578 | ||||
Operating loss carryforwards, valuation allowance | 122 | $ 0 | |||
Effective income tax rate reconciliation at CARES act | 100.00% | ||||
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-based Payment Arrangement, Amount | 12,494 | ||||
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Amount | 9,748 | ||||
Income tax (benefit) provision | $ 3,906 | $ (25,093) | 16,768 | $ (2,636) | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 21.00% | ||||
Taxable earnings before income tax, depreciation,amortization | 30.00% | ||||
Interest expense, net | $ 39,424 | 64,009 | $ 67,610 | ||
Uncertain accrued tax positions | 0 | 0 | |||
Interest and penalties on uncertain tax positions | 0 | $ 0 | |||
Minimum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 30.00% | ||||
Maximum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 50.00% | ||||
Federal [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 125,740 | ||||
Interest expense, net | 0 | ||||
State [Member] | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 32,869 | ||||
Interest expense, net | $ 498 | ||||
State [Member] | Minimum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforward, expiration date | Dec. 31, 2034 | ||||
State [Member] | Maximum | |||||
Operating Loss Carryforwards [Line Items] | |||||
Tax credit carryforward, expiration date | Dec. 31, 2039 |
Debt - Long-term Debt (Details)
Debt - Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | |||
Term loan | $ 903,301 | ||
Less: current maturities of debt | 0 | $ (8,400) | |
Long-term portion of debt, net | 896,336 | 1,054,820 | |
Second Lien Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Long-term portion of debt, net | $ 5,625 | ||
Senior Notes [Member] | First Lien Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Term loan | 903,301 | 827,600 | |
Less: unamortized discount and debt issuance costs | (6,965) | (4,849) | |
Less: current maturities of debt | 0 | (8,400) | |
First lien term loan, net | 896,336 | 814,352 | |
Less: debt issuance costs | 6,965 | 4,849 | |
Long-term portion of debt, net | 896,336 | 814,352 | |
Senior Notes [Member] | Second Lien Credit Agreement [Member] | |||
Debt Instrument [Line Items] | |||
Term loan | 242,673 | ||
Less: unamortized discount and debt issuance costs | 0 | (2,205) | |
First lien term loan, net | 0 | 240,468 | |
Less: debt issuance costs | $ 0 | $ 2,205 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 903,301 |
Thereafter | 0 |
Total maturities of debt | $ 903,301 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands | Aug. 21, 2014 | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Feb. 29, 2020USD ($) | Aug. 12, 2019 | May 31, 2019USD ($) | Mar. 31, 2019USD ($) | Jun. 28, 2019 | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020 | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | May 14, 2021 |
Debt Instrument [Line Items] | |||||||||||||||
Unamortized debt issuance costs | $ 6,965 | $ 7,494 | |||||||||||||
Accumulated amortization of debt issuance costs | 2,482 | 3,057 | |||||||||||||
Amortization of deferred debt issuance costs | $ 1,155 | $ 1,139 | $ 2,151 | ||||||||||||
Long-term Debt, Description | Under the Credit Agreement and with respect to the First Lien Term Loan, the Company had the option of selecting either (i) a Base Rate interest rate plus fixed margin of 2.25% or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a fixed margin of 3.25%. | ||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 2,000 | $ 2,100 | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 3.10% | 3.40% | |||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (1,037) | $ (3,204) | $ (1,918) | (9,169) | |||||||||||
Proceeds from debt borrowings | $ 290,000 | $ 45,625 | 1,085,000 | ||||||||||||
Repayments of Long-term Debt | 190,400 | ||||||||||||||
Expiration date | May 14, 2026 | ||||||||||||||
Amount Outstanding | $ 903,301 | ||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | 0.50% | |||||||||||||
Long-term portion of debt, net | $ 896,336 | $ 1,054,820 | |||||||||||||
Standby Letters of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Letters of Credit Outstanding, Amount | 497 | 469 | |||||||||||||
Available Standby Letters Of Credit | $ 10,000 | ||||||||||||||
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. | ||||||||||||||
Revolving Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt, Description | Under the Credit Agreement and with respect to the Revolving Commitment, the Company had the option of selecting either (i) a Base Rate interest rate plus a variable margin of 2.50% to 3.00%, based on the Company’s First Lien Net Debt Leverage Ratio, or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a variable margin of 3.50% to 4.00%, based on the Company’s First Lien Net Leverage Ratio. | ||||||||||||||
Maximum Available Borrowing Capacity | $ 149,503 | 74,531 | |||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | 149,503 | 74,531 | |||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 87 | ||||||||||||||
Expiration date | May 14, 2024 | ||||||||||||||
Amount Outstanding | 0 | 0 | |||||||||||||
Revolving Commitment | 9,503 | 9,531 | |||||||||||||
Delayed Draw Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from debt borrowings | $ 10,000 | $ 30,000 | $ 0 | ||||||||||||
Delayed draw facility utilized amount | $ 40,000 | ||||||||||||||
Change In Principal Payment | 0.0625 | ||||||||||||||
First Lien Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt, Description | The Amended First Lien Credit Agreement changed the interest rate spreads associated with the First Lien Credit Agreement where (i) the variable margin associated with the Base Rate interest rate plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 2.25% to 2.50% to 2.00% to 2.25% and (ii) the variable margin associated with the Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 3.25% to 3.50% to 3.00% to 3.25%. | ||||||||||||||
Maximum Available Borrowing Capacity | $ 60,000 | ||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 2,000 | 1,753 | |||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | 60,000 | ||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (1,918) | $ (9,169) | 21 | ||||||||||||
Proceeds from debt borrowings | 285,962 | ||||||||||||||
Expiration date | May 14, 2026 | ||||||||||||||
Delayed draw ticking fee rate | 1.75% | 0.00% | 3.50% | ||||||||||||
Amount Outstanding | $ 903,301 | $ 827,600 | |||||||||||||
Second Lien Credit Agreement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 225,000 | ||||||||||||||
Gain (Loss) on Extinguishment of Debt | 2,059 | ||||||||||||||
Proceeds from debt borrowings | $ 6,142 | 5,906 | |||||||||||||
Repayments of Long-term Debt | 242,673 | ||||||||||||||
Expiration date | May 14, 2027 | ||||||||||||||
Interest payable at rate per annum | 10.00% | ||||||||||||||
Long-term portion of debt, net | $ 5,625 | $ 5,625 | |||||||||||||
Interest Expense, Debt | 6,050 | ||||||||||||||
Debt Instrument, Interest Rate During Period | 10.50% | 10.00% | |||||||||||||
Line of Credit | First Lien Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Revolving Commitment | $ 150,000 | ||||||||||||||
Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | 2.00% | |||||||||||||
Minimum | Revolving Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum Available Borrowing Capacity | $ 50,000 | 75,000 | |||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 50,000 | 75,000 | |||||||||||||
Minimum | First Lien Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||||||||||||||
Maximum Available Borrowing Capacity | 290,000 | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | 290,000 | ||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 131,929 | 609,667 | |||||||||||||
Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | 2.50% | |||||||||||||
Maximum | Revolving Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum Available Borrowing Capacity | $ 75,000 | 150,000 | |||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 75,000 | $ 150,000 | |||||||||||||
Maximum | First Lien Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||||||||
Maximum Available Borrowing Capacity | 903,301 | ||||||||||||||
Line Of Credit Facility Maximum Borrowing Capacity | $ 903,301 | ||||||||||||||
Line of Credit Facility, Current Borrowing Capacity | $ 800,000 | $ 669,667 | |||||||||||||
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% | 3.00% | |||||||||||||
Eurodollar | Minimum | First Lien Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | ||||||||||||||
Eurodollar | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 4.00% | 3.50% | |||||||||||||
Eurodollar | Maximum | First Lien Term Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | $ 5,750 | |
Interest Rate Swap [Member] | ||
Assets: | ||
Assets, fair value disclosure | 268 | |
Liabilities: | ||
Liabilities, fair value disclosure | $ 1,488 | |
Level 1 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 0 | |
Level 1 | Interest Rate Swap [Member] | ||
Assets: | ||
Assets, fair value disclosure | 0 | |
Liabilities: | ||
Liabilities, fair value disclosure | 0 | |
Level 2 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 0 | |
Level 2 | Interest Rate Swap [Member] | ||
Assets: | ||
Assets, fair value disclosure | 268 | |
Liabilities: | ||
Liabilities, fair value disclosure | 1,488 | |
Level 3 | ||
Assets: | ||
Assets, fair value disclosure | 0 | 0 |
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 3 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 5,750 | |
Level 3 | Interest Rate Swap [Member] | ||
Assets: | ||
Assets, fair value disclosure | $ 0 | |
Liabilities: | ||
Liabilities, fair value disclosure | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 |
Fair value, assets, level 2 to level 1 transfers, amount | 0 | 0 |
Fair value, assets transfers into level 3, amount | 0 | 0 |
Fair value, assets transfers out of level 3, amount | 0 | 0 |
Fair value, liabilities, level 1 to level 2 transfers, amount | 0 | 0 |
Fair value, liabilities, level 2 to level 1 transfers, amount | 0 | 0 |
Fair value, liabilities transfers into level 3, amount | 0 | 0 |
Change in fair value of contingent consideration | 0 | |
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) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2020 | |
Derivatives Fair Value [Line Items] | |||
Derivative Notional Amount | $ 544,416 | ||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | |||
Derivatives Fair Value [Line Items] | |||
Other Comprehensive Income (Loss), Tax | 449 | $ 371 | |
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Accrued Liability [Member] | |||
Derivatives Fair Value [Line Items] | |||
Derivative Liabilities Current | 931 | ||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Prepaid and other current assets | |||
Derivatives Fair Value [Line Items] | |||
Derivative Liabilities Current | 268 | ||
Interest Rate Swap [Member] | Cash Flow Hedging [Member] | Long Term Liability [Member] | |||
Derivatives Fair Value [Line Items] | |||
Derivative Liabilities Noncurrent | $ 0 | $ 557 | |
Interest Rate Swap [Member] | Designated As Hedging Instrument [Member] | Cash Flow Hedging [Member] | |||
Derivatives Fair Value [Line Items] | |||
Derivative Notional Amount | $ 550,000 |
Interest Rate Swap - Schedule o
Interest Rate Swap - Schedule of Interest Rate Swap (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Interest Rate Cash Flow Hedges [Abstract] | |
Derivative Notional Amount | $ 544,416 |
Fair Value | $ 268 |
Pay-Fixed | 0.308% |
Receive-Floating | 0.104% |
Maturity Date | Oct. 20, 2022 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Operating lease right of use assets, net | $ 718,533 | $ 681,538 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets Noncurrent | Other Assets Noncurrent |
Total Lease Right of Use Asset, Total | $ 733,737 | $ 697,711 |
Current liabilities: | ||
Current maturities of operating lease liability | 37,345 | 33,485 |
Current maturities of finance lease liability | 559 | 495 |
Long-term | ||
Operating lease liability | 717,552 | 685,479 |
Financing lease liability | 15,359 | 15,917 |
Total lease liabilities | 770,815 | 735,376 |
Finance Lease [Member] | ||
Assets | ||
Property and equipment, net | $ 15,204 | $ 16,173 |
Leases - Summary of Components
Leases - Summary of Components of Total Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Leases [Abstract] | |||
Operating lease expense | [1] | $ 79,420 | $ 78,261 |
Amortization of lease assets | 970 | 324 | |
Interest on lease liabilities | 1,164 | 408 | |
Short-term lease expense | 50 | 23 | |
Variable lease expense | [2] | 12,045 | 9,818 |
Total | $ 93,649 | $ 88,834 | |
[1] | Operating lease expense includes an immaterial amount of sublease income and is included in equipment and facilities and general and administrative on the consolidated statement of operating and comprehensive income (loss). | ||
[2] | Variable lease costs consist primarily of property taxes, property insurance, and common area or other maintenance costs for the Company’s building leases. |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)TransactionLease | Dec. 31, 2020USD ($)TransactionLease | |
Lessor Lease Description [Line Items] | ||
Number of Leases | Lease | 8 | 10 |
Number of Sale Leaseback Transaction | Transaction | 9 | 7 |
Sale and leaseback transaction, aggregate consideration | $ 96,584 | $ 24,069 |
Sale and leaseback transaction, gain (loss), net | 24,881 | $ 8,536 |
Sale leaseback transaction, lease term | 20-year | |
Sale Leaseback Transaction, Annual Rental Payments | $ 5,702 | $ 1,432 |
Minimum [Member] | ||
Lessor Lease Description [Line Items] | ||
Lease not yet commenced, term of contract | 5 years | 5 years |
Sale leaseback transaction, lease term | 15 - year | |
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 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Information of Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating cash flows from operating leases | $ 80,831 | $ 76,012 | |
Operating cash flows from finance leases | 1,164 | 408 | |
Financing cash flows from finance leases | 495 | 223 | $ 0 |
Operating lease liabilities arising from obtaining ROU assets | 72,944 | 37,996 | |
Finance lease liabilities arising from obtaining ROU assets | $ 0 | $ 15,597 | |
Weighted-average remaining operating lease term | 14 years 5 months 8 days | 15 years 3 days | |
Weighted-average remaining finance lease term | 17 years 3 months 18 days | 18 years 2 months 1 day | |
Weighted-average operating lease discount rate | 6.61% | 6.27% | |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 85,439 | |
2023 | 85,029 | |
2024 | 84,423 | |
2025 | 84,082 | |
2026 | 83,125 | |
Thereafter | 770,373 | |
Total future minimum obligations | 1,192,471 | |
Less: Present value discount | 437,574 | |
Present value of net future minimum lease obligations | 754,897 | |
Less: current portion | 37,345 | $ 33,485 |
Long-term obligations | 717,552 | 685,479 |
2022 | 1,684 | |
2023 | 1,716 | |
2024 | 1,741 | |
2025 | 1,766 | |
2026 | 1,792 | |
Thereafter | 22,090 | |
Total future minimum obligations | 30,789 | |
Less: Present value discount | 14,871 | |
Present value of net future minimum lease obligations | 15,918 | |
Less: current portion | 559 | 495 |
Long-term obligations | $ 15,359 | $ 15,917 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders Equity Note [Abstract] | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock shares issued | 303,294,678 | 264,747,644 |
Common stock, shares, outstanding | 300,120,451 | 261,907,622 |
Treasury Stock, Shares | 3,174,227 | 2,840,022 |
Treasury Stock, Common, Value | $ 6,091 | $ 3,330 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Feb. 28, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 25, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Shares, Granted | 3,957,566 | ||||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 328,839 | $ 14,169 | $ 8,499 | ||||
Outstanding, weighted average remaining contractual term | 8 months 26 days | 4 years 10 months 2 days | |||||
Share based compensation arrangement by share based payment award options total exercises intrinsic value | $ 99,844 | $ 25 | $ 439 | ||||
Weighted average fair value of time vesting options granted | $ 5.12 | $ 0.68 | $ 1.10 | ||||
Unvested Restricted Stock Shares, Granted | 1,755,045 | ||||||
Restricted stock units vested upon grant | $ 165 | ||||||
Stock based compensation expense estimated forfeiture rate | 6.96% | ||||||
Stock based compensation expense | $ 216,579 | $ 1,493 | $ 2,365 | ||||
Incremental stock-based compensation expense | $ 75,217 | $ 117,708 | |||||
Time Vesting Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Shares, Granted | 3,209,630 | ||||||
Share based compensation arrangement by share based payment award options total grant date fair value | $ 16,414 | ||||||
Weighted average fair value of time vesting options granted | $ 5.12 | ||||||
Stock based compensation expense | $ 5,662 | 1,493 | 2,365 | ||||
Unrecognized compensation expense, total | $ 12,234 | ||||||
Weighted-average period for recognition of compensation expense related to unvested awards | 3 years 4 months 20 days | ||||||
Performance Vesting Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Number of Shares, Granted | 747,936 | ||||||
Share based compensation arrangement by share based payment award options total grant date fair value | $ 3,895 | ||||||
Weighted average fair value of time vesting options granted | $ 2.26 | ||||||
Stock based compensation expense | $ 201,985 | ||||||
Share-based compensation payment award, accelerated vesting, shares | 7,874,304 | ||||||
Restricted Stock Units | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Outstanding, weighted average remaining contractual term | 9 years 6 months 3 days | ||||||
Stock based compensation expense | $ 6,585 | ||||||
Unrecognized compensation expense, total | $ 16,403 | ||||||
Weighted-average period for recognition of compensation expense related to unvested awards | 3 years 3 months 7 days | ||||||
Stock Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Outstanding, weighted average remaining contractual term | 4 years 8 months 23 days | 4 years 10 months 20 days | |||||
Initial Public Offering | Performance Vesting Options | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock based compensation expense | $ 0 | ||||||
2014 Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms | All stock options granted under the 2014 Plan are equity-classified and have a contractual life of ten years. Under the 2014 Plan, 60% of the shares in a grant contain service-based vesting conditions and vest ratably over a five-year period and 40% of the shares in a grant contain performance-based vesting conditions (“Performance Vesting Options”). The condition for the Performance Vesting Options is a change in control or an initial public offering, where (i) 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Target Proceeds at the Measurement Date and (ii) the remaining 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Maximum Amount at the Measurement Date. Principal Stockholders is defined in the 2014 Plan as | ||||||
Issuance of common stock pursuant to initial public offering , Shares | 256,431 | ||||||
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 | ||||||
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 | ||||||
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 | ||||||
Unrecognized compensation expense, total | $ 624 | ||||||
Weighted-average period for recognition of compensation expense related to unvested awards | 4 months 13 days |
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) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Time Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected votatility | 51.00% | ||
Risk-free interest rate | 2.01% | ||
Expected term (in years) | 6 years 6 months | 6 years 6 months | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected votatility | 34.33% | ||
Risk-free interest rate | 0.05% | ||
Expected term (in years) | 4 months 6 days | ||
Minimum | Time Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected votatility | 34.13% | 26.62% | |
Risk-free interest rate | 0.63% | 0.43% | |
Expected term (in years) | 5 years 2 months 12 days | ||
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected votatility | 38.64% | ||
Risk-free interest rate | 0.07% | ||
Expected term (in years) | 5 months 26 days | ||
Maximum | Time Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected votatility | 44.89% | 30.84% | |
Risk-free interest rate | 1.34% | 1.00% | |
Expected term (in years) | 6 years 6 months |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 33,299,547 |
Number of Shares, Granted | 3,957,566 |
Exercised | (6,406,042) |
Forfeited | (98,120) |
Outstanding Ending Balance | 30,752,951 |
Options vested or expected to vest as of December 31, 2021 | 30,075,964 |
Options exercisable as of December 31, 2021 | 25,486,459 |
Outstanding Beginning Balance | $ / shares | $ 0.78 |
Granted | $ / shares | 10.24 |
Exercised | $ / shares | 0.70 |
Forfeited | $ / shares | 3.01 |
Outstanding Ending Balance | $ / shares | 2.01 |
Options vested or expected to vest as of December 31, 2021 | $ / shares | 0.94 |
Options exercisable as of December 31, 2021 | $ / shares | $ 0.84 |
Time Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 19,958,043 |
Number of Shares, Granted | 3,209,630 |
Exercised | (4,593,349) |
Forfeited | (60,968) |
Outstanding Ending Balance | 18,513,356 |
Options vested or expected to vest as of December 31, 2021 | 17,836,369 |
Options exercisable as of December 31, 2021 | 13,246,864 |
Performance Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 13,341,504 |
Number of Shares, Granted | 747,936 |
Exercised | (1,812,693) |
Forfeited | (37,152) |
Outstanding Ending Balance | 12,239,595 |
Options vested or expected to vest as of December 31, 2021 | 12,239,595 |
Options exercisable as of December 31, 2021 | 12,239,595 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Weighted-Average Grant Date Fair Value Of Stock Options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Non-vested as of December 31, 2021 | 0 | ||
Number of Shares, Granted | 3,957,566 | ||
Granted during the period | $ 5.12 | $ 0.68 | $ 1.10 |
Time Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Non-vested as of December 31, 2020 | 3,450,607 | ||
Non-vested as of December 31, 2021 | 5,266,469 | 3,450,607 | |
Number of Shares, Granted | 3,209,630 | ||
Vested during the period | 1,337,992 | ||
Forfeited/canceled during the period | 60,968 | ||
Weighted average non-vested exercise price as of December 31, 2020 | $ 0.96 | ||
Weighted average non-vested exercise price as of December 31, 2021 | 3.45 | $ 0.96 | |
Granted during the period | 5.12 | ||
Vested during the period | 0.86 | ||
Forfeited/canceled during the period | $ 1.24 | ||
Performance Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Non-vested as of December 31, 2020 | 13,341,504 | ||
Non-vested as of December 31, 2021 | 13,341,504 | ||
Number of Shares, Granted | 747,936 | ||
Vested during the period | 14,052,288 | ||
Forfeited/canceled during the period | 37,152 | ||
Weighted average non-vested exercise price as of December 31, 2020 | $ 0.59 | ||
Weighted average non-vested exercise price as of December 31, 2021 | 0 | $ 0.59 | |
Granted during the period | 2.26 | ||
Vested during the period | 14.37 | ||
Forfeited/canceled during the period | $ 1.27 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Unvested Restricted Stock Shares, Beginning Balance | shares | 0 |
Unvested Restricted Stock Shares, Granted | shares | 1,755,045 |
Unvested Restricted Stock Shares, Vested | shares | 7,680 |
Unvested Restricted Stock Shares, Forfeited | shares | 64,288 |
Unvested Restricted Stock Shares, Ending Balance | shares | 1,683,077 |
Unvested Restricted Stock Weighted-average grant date fair value per share Beginning Balance | $ / shares | $ 0 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Granted] | $ / shares | 15.14 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Vested] | $ / shares | 15 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Forfeited] | $ / shares | 15.03 |
Unvested Restricted Stock Weighted-average grant date fair value per share Ending Balance | $ / shares | $ 15.14 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | $ 216,579 | $ 1,493 | $ 2,365 |
Income tax (benefit) provision for stock-based compensation expense | (50,932) | (372) | (528) |
Time Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | 5,662 | 1,493 | 2,365 |
Performance Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | 201,985 | ||
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | 6,585 | ||
Two Thousand And Twenty One Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | 2,347 | ||
Cost of Labor and Chemicals [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | 36,500 | 0 | 0 |
General and Administrative [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock based compensation expense | $ 180,079 | $ 1,493 | $ 2,365 |
Employee Retirement Savings P_2
Employee Retirement Savings Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |||
Employer contributions | $ 977 | $ 638 | $ 853 |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 90.00% | ||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 90.00% | ||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | ||
Deferred compensation liability | $ 4,131 | $ 2,956 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)CarWash | Dec. 31, 2020USD ($)CarWash | Dec. 31, 2019USD ($) | |
Business Acquisition [Line Items] | |||
Acquisition costs | $ 2,383 | $ 545 | $ 1,908 |
Goodwill acquired | 81,365 | 5,312 | |
Goodwill | 1,060,221 | 737,415 | $ 731,989 |
Revenues, net | $ 67,667 | 41,343 | |
Customer Relationships | |||
Business Acquisition [Line Items] | |||
Weighted average amortization period intangible assets acquired | 7 years | ||
Covenants Not to Compete | |||
Business Acquisition [Line Items] | |||
Weighted average amortization period intangible assets acquired | 5 years | ||
Two Thousand Twenty One Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred | $ 524,839 | ||
Goodwill | 323,477 | ||
Property and equipment | 202,708 | ||
Other assets and liabilities | 9,665 | ||
Revenues, net | 8,283 | ||
Earnings | 1,847 | ||
Two Thousand Twenty One Acquisitions [Member] | Downtowner Car Wash Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Contingent consideration liability | 5,750 | ||
Two Thousand Twenty One Acquisitions [Member] | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets related to covenants not to compete | 4,300 | ||
Two Thousand Twenty One Acquisitions [Member] | Covenants Not to Compete | |||
Business Acquisition [Line Items] | |||
Intangible assets related to covenants not to compete | $ 3,970 | ||
Two Thousand Twenty One Acquisitions [Member] | Retail Site | |||
Business Acquisition [Line Items] | |||
Number Of Car Washes | CarWash | 37 | ||
Two Thousand Twenty Acquisitions [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred | 33,584 | ||
Goodwill | 21,467 | ||
Property and equipment | 9,463 | ||
Intangible assets related to covenants not to compete | 830 | ||
Other assets and liabilities | $ 1,824 | ||
Two Thousand Twenty Acquisitions [Member] | Retail Site | |||
Business Acquisition [Line Items] | |||
Number Of Car Washes | CarWash | 10 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions (Details) - Retail Site - CarWash | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2021 | Nov. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Sep. 30, 2020 | Jan. 31, 2020 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Two Thousand Twenty One Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number Of Car Washes | 37 | |||||||||
Two Thousand Twenty Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number Of Car Washes | 10 | |||||||||
FLORIDA | Two Thousand Twenty One Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number Of Car Washes | 5 | 5 | ||||||||
FLORIDA | Two Thousand Twenty One Acquisitions [Member] | Clean Streak Ventures LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number Of Car Washes | 23 | |||||||||
FLORIDA | Two Thousand Twenty Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number Of Car Washes | 1 | 1 | ||||||||
TEXAS | Two Thousand Twenty One Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number Of Car Washes | 3 | 1 | ||||||||
TEXAS | Two Thousand Twenty Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number Of Car Washes | 1 | |||||||||
WASHINGTON | Two Thousand Twenty Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number Of Car Washes | 7 |
Business Combinations - Sched_2
Business Combinations - Schedule of Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Net revenues | $ 67,667 | $ 41,343 |
Net income (loss) | $ 18,423 | $ 13,178 |
Dispositions - Additional Infor
Dispositions - Additional Information (Details) $ in Thousands | Dec. 01, 2021USD ($)Facility | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Disposal date of operations | Dec. 31, 2021 | Dec. 31, 2020 | ||
(Gain) loss on sale of assets | $ (23,188) | $ (37,888) | $ 1,345 | |
Asset Purchase Agreement [Member] | ||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||
Number Of Quick lube Facilities Sold | Facility | 27 | |||
Proceeds from Sale of Assets | $ 55,386 | |||
Disposal date of operations | Dec. 11, 2020 | |||
(Gain) loss on sale of assets | $ 29,773 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Long-term portion of debt, net | $ 896,336 | $ 1,054,820 | |
Principal Owner [Member] | Senior Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Long-term portion of debt, net | 5,625 | ||
Principal Owner [Member] | General and Administrative [Member] | |||
Related Party Transaction [Line Items] | |||
Total fee and expenses paid by company | $ 500 | 250 | $ 1,000 |
Principal Owner [Member] | General and Administrative [Member] | Investment Advisory, Management and Administrative Service [Member] | |||
Related Party Transaction [Line Items] | |||
Total fee and expenses paid by company | $ 1,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss Contingencies [Line Items] | ||
Loss contingency, receivable, current | $ 2,594 | $ 2,052 |
Loss contingency, amount of insurance-related assessment liability, payment period | one year | |
Other Accrued Expenses [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, amount of insurance-related assessment accrued liability | $ 3,169 | 2,467 |
Environmental remediation expense | 12 | 68 |
Other Receivables [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, receivable, current | $ 2,594 | $ 2,052 |