Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 30, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | MCW | |
Entity Registrant Name | Mister Car Wash, Inc. | |
Entity Central Index Key | 0001853513 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Security Exchange Name | NYSE | |
Entity File Number | 001-40542 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1393909 | |
Entity Address, Address Line One | 222 E. 5th Street | |
Entity Address, City or Town | Tucson | |
Entity Address, State or Province | AZ | |
Entity Address, Postal Zip Code | 85705 | |
City Area Code | 520 | |
Local Phone Number | 615-4000 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock Shares Outstanding | 319,509,183 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 10,701 | $ 19,047 |
Accounts receivable, net | 6,475 | 6,304 |
Other receivables | 17,693 | 14,714 |
Inventory, net | 7,647 | 8,952 |
Prepaid expenses and other current assets | 10,220 | 11,877 |
Total current assets | 52,736 | 60,894 |
Property and equipment, net | 773,230 | 725,121 |
Operating lease right of use assets, net | 836,528 | 833,547 |
Other intangible assets, net | 116,023 | 117,667 |
Goodwill | 1,134,734 | 1,134,734 |
Other assets | 12,010 | 9,573 |
Total assets | 2,925,261 | 2,881,536 |
Current liabilities: | ||
Accounts payable | 33,676 | 33,641 |
Accrued payroll and related expenses | 23,512 | 19,771 |
Other accrued expenses | 31,046 | 38,738 |
Less: current maturities of long-term debt | 6,920 | 0 |
Current maturities of operating lease liability | 44,850 | 43,979 |
Current maturities of finance lease liability | 766 | 746 |
Deferred revenue | 33,899 | 32,686 |
Total current liabilities | 174,669 | 169,561 |
Long-term portion of debt, net | 913,350 | 897,424 |
Operating lease liability | 810,783 | 809,409 |
Financing lease liability | 13,833 | 14,033 |
Deferred tax liability | 79,506 | 71,657 |
Other long-term liabilities | 4,396 | 4,417 |
Total liabilities | 1,996,537 | 1,966,501 |
Stockholders’ equity: | ||
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 317,835,082 and 315,192,401shares outstanding as of March 31, 2024 and December 31, 2023, respectively | 3,184 | 3,157 |
Additional paid-in capital | 814,296 | 817,271 |
Retained earnings | 111,244 | 94,607 |
Total stockholders’ equity | 928,724 | 915,035 |
Total liabilities and stockholders’ equity | $ 2,925,261 | $ 2,881,536 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 317,835,082 | 315,192,401 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net revenues | $ 239,183 | $ 225,960 |
Cost of labor and chemicals | 71,658 | 66,792 |
Other store operating expenses | 96,803 | 89,466 |
General and administrative | 29,710 | 24,183 |
Gain on sale of assets | (1,533) | (63) |
Total costs and expenses | 196,638 | 180,378 |
Operating income | 42,545 | 45,582 |
Other (income) expense: | ||
Interest expense, net | 20,024 | 17,748 |
Loss on extinguishment of debt | 1,882 | 0 |
Other income | (5,189) | 0 |
Total other expense, net | 16,717 | 17,748 |
Income before taxes | 25,828 | 27,834 |
Income tax provision | 9,191 | 6,698 |
Net income | $ 16,637 | $ 21,136 |
Net income per share: | ||
Basic | $ 0.05 | $ 0.07 |
Diluted | $ 0.05 | $ 0.06 |
Weighted-average common shares outstanding: | ||
Basic | 315,838,788 | 307,291,909 |
Diluted | 330,012,144 | 327,608,266 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Retained Earnings |
Beginning Balance at Dec. 31, 2022 | $ 801,128 | $ 3,072 | $ 783,579 | $ 14,477 |
Beginning Balance , Shares at Dec. 31, 2022 | 306,626,530 | |||
Stock-based compensation expense | 5,361 | 5,361 | ||
Vesting of restricted stock units, shares | 4,296 | |||
Exercise of stock options | 1,116 | $ 15 | 1,101 | |
Exercise of stock options , shares | 1,471,021 | |||
Net income | 21,136 | 21,136 | ||
Ending Balance at Mar. 31, 2023 | 828,741 | $ 3,087 | 790,041 | 35,613 |
Ending Balance , Shares at Mar. 31, 2023 | 308,101,847 | |||
Beginning Balance at Dec. 31, 2023 | 915,035 | $ 3,157 | 817,271 | 94,607 |
Beginning Balance , Shares at Dec. 31, 2023 | 315,192,401 | |||
Stock-based compensation expense | 6,246 | 6,246 | ||
Vesting of restricted stock units | $ 1 | (1) | ||
Vesting of restricted stock units, shares | 139,409 | |||
Exercise of stock options | $ 746 | $ 42 | 704 | |
Exercise of stock options , shares | 4,116,291 | 4,116,291 | ||
Shares repurchased | $ (9,940) | $ (16) | (9,924) | |
Shares repurchased, shares | (1,613,019) | |||
Net income | 16,637 | 16,637 | ||
Ending Balance at Mar. 31, 2024 | $ 928,724 | $ 3,184 | $ 814,296 | $ 111,244 |
Ending Balance , Shares at Mar. 31, 2024 | 317,835,082 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net Income (Loss) | $ 16,637 | $ 21,136 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 19,595 | 17,307 |
Stock-based compensation expense | 6,246 | 5,361 |
Gain on sale of assets, net | (1,533) | (63) |
Loss on extinguishment of debt | 1,882 | 0 |
Amortization of debt issuance costs | 410 | 419 |
Non-cash lease expense | 11,917 | 10,739 |
Deferred income tax | 7,849 | 5,428 |
Changes in assets and liabilities: | ||
Accounts receivable, net | (172) | 3,009 |
Other receivables | (4,096) | 1,128 |
Inventory, net | 1,305 | 946 |
Prepaid expenses and other current assets | 1,703 | 1,850 |
Accounts payable | 2,344 | 2,553 |
Accrued expenses | 3,615 | 5,155 |
Deferred revenue | 1,214 | 1,114 |
Operating lease liability | (10,499) | (9,696) |
Other noncurrent assets and liabilities | (427) | 631 |
Net cash provided by operating activities | 57,990 | 67,017 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (81,844) | (72,059) |
Proceeds from sale of property and equipment | 4,900 | 8,899 |
Net cash used in investing activities | (76,944) | (63,160) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock under employee plans | 729 | 1,055 |
Payments for repurchases of common stock | (9,924) | 0 |
Proceeds from debt borrowings | 925,000 | 0 |
Proceeds from revolving line of credit | 23,000 | 0 |
Payments on debt borrowings | (901,201) | 0 |
Payments on revolving line of credit | (23,000) | 0 |
Payments of deferred financing costs | (3,772) | 0 |
Principal payments on finance lease obligations | (180) | (161) |
Net cash provided (used) by financing activities | 10,652 | 894 |
Net change in cash and cash equivalents, and restricted cash during period | (8,302) | 4,751 |
Cash and cash equivalents and restricted cash at beginning of period | 19,119 | 65,222 |
Cash and cash equivalents and restricted cash at end of period | 10,817 | 69,973 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 10,701 | 69,903 |
Restricted Cash | 116 | 70 |
Total cash, cash equivalents, and restricted cash | 10,817 | 69,973 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 19,233 | 11,697 |
Cash paid for income taxes | 264 | 151 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Property and equipment in accounts payable | 15,596 | 11,993 |
Property and equipment in other accrued expenses | 4,234 | 5,969 |
Payment of debt financing costs in other accrued expenses | 1,503 | 0 |
Stock option exercise proceeds in other receivables | $ 0 | $ 61 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 16,637 | $ 21,136 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Nature of Business
Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Natur e of Business Mister Car Wash, Inc., a Delaware corporation, together with its subsidiaries (collectively, the “ Company ” ), is based in Tucson, Arizona and is a provider of conveyorized car wash services. We primarily operate Express Exterior Locations, which offer express exterior cleaning services along with free vacuum services, and interior cleaning services at select locations. As of March 31, 2024 , we operated 482 car washes in 21 states. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the year ended December 31, 2023 included in the 2023 Form 10-K. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements. In the opinion of management, the included disclosures are adequate, and the accompanying unaudited condensed consolidated financial statements contain all adjustments which are necessary for a fair presentation of our consolidated financial position as of March 31, 2024, consolidated results of operations for the three months ended March 31, 2024 and 2023, and consolidated cash flows for the three months ended March 31, 2024 and 2023. Such adjustments are of a normal and recurring nature. The consolidated results of operations for the three months ended March 31, 2024 are not necessarily indicative of the consolidated results of operations that may be expected for any other future interim or annual period. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All material intercompany balances and transactions have been eliminated in consolidation. Reclassification Within the unaudited condensed consolidated financial statements certain immaterial amounts have been reclassified to conform with current period presentation. We reclassified Restricted cash of $ 116 and $ 72 from an individual line item on the unaudited condensed consolidated balance sheets at March 31, 2024 and December 31, 2023, respectively, to Prepaid expenses and other current assets to conform with the current period presentation. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the periods reported. Some of the significant estimates that we have made pertain to the determination of deferred tax assets and liabilities; estimates utilized to determine the fair value of assets acquired and liabilities assumed in business combinations and the related goodwill and intangibles; and certain assumptions used related to the evaluation of goodwill, intangibles, and property and equipment asset impairment. Actual results could differ from those estimates. Accounts Receivable, Net Accounts receivable are presented net of an allowance for doubtful accounts of $ 30 and $ 68 a s of March 31, 2024 and December 31, 2023, respectively. The activity in the allowance for doubtful accounts was immaterial for the three months ended March 31, 2024 and 2023 . Other Receivables Other receivables consisted of the following for the periods presented: As of March 31, 2024 December 31, 2023 Payroll tax withholding and exercise proceeds receivable $ 17 $ - Construction receivable 5,537 6,480 Income tax receivable 1,520 3,051 Insurance receivable 4,380 3,686 Employee retention credit receivable 5,189 - Other 1,050 1,497 Total other receivables 17,693 14,714 Inventory, Net Inventory consisted of the following for the periods presented: As of March 31, 2024 December 31, 2023 Chemical washing solutions $ 7,804 $ 9,135 Reserve for obsolescence ( 157 ) ( 183 ) Total inventory, net $ 7,647 $ 8,952 The activity in the reserve for obsolescence was immaterial for the three months ended March 31, 2024 and 2023 . Revenue Recognition The following table summarizes the composition of our net revenues for the periods presented: Three Months Ended March 31, 2024 2023 Recognized over time $ 176,259 $ 156,891 Recognized at a point in time 62,846 68,970 Other revenue 78 99 Net revenues $ 239,183 $ 225,960 Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by dividing net income by the weighted-average shares outstanding for the period and includes the dilutive impact of potential new shares issuable upon vesting and exercise of stock options, vesting of restricted stock units, and stock purchase rights granted under an employee stock purchase plan. Potentially dilutive securities are excluded from the computation of diluted net income per share if their effect is antidilutive. Reconciliations of the numerators and denominators of the basic and diluted net income per share calculations for the periods presented are as follows: Three Months Ended March 31, 2024 2023 Numerator: Net income $ 16,637 $ 21,136 Denominator: Weighted-average common shares outstanding - basic 315,838,788 307,291,909 Effect of potentially dilutive securities: Stock options 12,685,179 19,798,577 Restricted stock units 1,457,395 498,213 Employee stock purchase plan 30,782 19,567 Weighted-average common shares outstanding - diluted 330,012,144 327,608,266 Net income per share - basic $ 0.05 $ 0.07 Net income per share - diluted $ 0.05 $ 0.06 The following potentially dilutive shares were excluded from the computation of diluted net income per share for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2024 2023 Stock options 3,666,223 2,677,756 Restricted stock units - 356,400 Employee stock purchase plan 3,133 3,619 Employee Retention Credit In response to the COVID-19 pandemic, the Employee Retention Credit (“ERC”), was established under the Coronavirus Aid, Relief, and Economic Security Act. The ERC is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer paid to employees from March 13, 2020 to December 31, 2020. Companies who meet the eligibility requirements can claim the ERC on an original or adjusted employment tax return for a period within those dates. In March 2024, the Company determined that it qualifies for $ 5,189 in relief for the period from March 13, 2020 to December 31, 2020. Upon receipt of the credit, the Company will owe $ 526 in tax advisory costs associated with the assessment of the tax credit. This amount was accrued within General and administrative expenses as of March 31, 2024. As there is no authoritative guidance under U.S. GAAP for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standards 20, or IAS 20, Accounting for Government Grants and Disclosure of Government Assistance . In accordance w ith IAS 20, management determined it has reasonable assurance of receipt of the identified ERC amount and recorded the $ 5,189 credit in Other income on our condensed consolidated statements of operations during the three months ended March 31, 2024. A corresponding accrual of the tax credit receivable was recorded under Other receivables on our condensed consolidated balance sheet as of March 31, 2024. Recently Adopted Accounting Pronouncements There have been no new accounting standards issued which would require either disclosure or adoption in the current period. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. We expect this ASU to only impact our disclosures with no impacts to our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures regarding significant segment expenses and other segment items for public entities on both an annual and interim basis. Specifically, the update requires that entities provide, during interim periods, all disclosures related to a reportable segment's profit or loss and assets that were previously required only on an annual basis. Additionally, this guidance necessitates the disclosure of the title and position of the Chief Operating Decision Maker ("CODM"). The new guidance does not modify how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. Early adoption is permitted. We are currently evaluating the impact this ASU may have on our consolidated financial statements and related disclosures. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 3. Property and Equipment, Net Property and equipment, net consisted of the following for the periods presented : As of March 31, 2024 December 31, 2023 Land $ 127,185 $ 121,960 Buildings and improvements 290,506 263,468 Finance leases 16,604 16,604 Leasehold improvements 137,481 135,861 Vehicles and equipment 299,574 285,127 Furniture, fixtures and equipment 102,260 100,457 Construction in progress 88,075 75,639 Property and equipment, gross 1,061,685 999,116 Less: accumulated depreciation ( 284,915 ) ( 270,706 ) Less: accumulated amortization - finance leases ( 3,540 ) ( 3,289 ) Property and equipment, net $ 773,230 $ 725,121 For the three months ended March 31, 2024 and 2023, depreciation expense was $ 17,700 and $ 15,379 , respectively. For the three months ended March 31, 2024 and 2023, amortization expense on finance leases was $ 251 and $ 251 , respectively. |
Other Intangible Assets, Net
Other Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Other Intangible Assets, Net | 4. Other Intangible Assets, Net Other intangibles assets, net consisted of the following as of the periods presented: March 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Trade names and Trademarks $ 107,000 $ - $ 107,000 - CPC Unity System 42,900 41,113 42,900 40,040 Customer relationships 9,700 6,535 9,700 6,430 Covenants not to compete 13,230 9,159 13,230 8,693 Other intangible assets, net $ 172,830 $ 56,807 $ 172,830 $ 55,163 For the three months ended March 31, 2024 and 2023, amortization expense associated with our finite-lived intangible assets was $ 1,644 and $ 1,677 , respectively. As of March 31, 2024, estimated future amortization expense was as follows: Fiscal Year Ending: 2024 (remaining nine months) $ 3,366 2025 1,844 2026 1,585 2027 741 2028 422 Thereafter 1,065 Total estimated future amortization expense $ 9,023 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 5. Goodwill Goodwill consisted of the following for the periods presented: As of March 31, 2024 December 31, 2023 Balance at beginning of period $ 1,134,734 $ 1,109,815 Current period acquisitions - 24,919 Balance at end of period $ 1,134,734 $ 1,134,734 Goodwill is generally deductible for tax purposes, except for the portion related to purchase accounting step-up goodwill. |
Other Accrued Expenses
Other Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Other Accrued Expenses | 6. Other Accrued Expenses Other accrued expenses consisted of the following for the periods presented: As of March 31, 2024 December 31, 2023 Utilities $ 5,994 $ 6,130 Accrued other tax expense 7,696 9,482 Insurance expense 5,055 4,355 Greenfield development accruals 4,234 13,343 Other 8,067 5,428 Total other accrued expenses $ 31,046 $ 38,738 Greenfield development accruals represent an obligation to pay for invoices not yet received, primarily related to land and buildings and improvements, on properties which we have taken control of as of March 31, 2024 and December 31, 2023 . |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The effective income tax rates on continuing operations for the three months ended March 31, 2024 and 2023 were 35.6 % a nd 24.1 %, respectively. In general, the effective tax rates differed from the U.S. federal statutory income tax rate primarily due to state income taxes, non-deductible expenses such as those related to certain executive compensation, and other discrete tax benefits recorded during the period. The year-to-date provision for income taxes for the three months ended March 31, 2024 included taxes on earnings at an anticipated annual effective tax rate of 25.6 % and a net, unfavorable tax impact o f $ 2,585 related primarily to discrete tax expense originating from stock options exercised during the three months ended March 31, 2024. The year-to-date provision for income taxes for the three months ended March 31, 2023 included taxes on earnings at an anticipated annual effective tax rate of 25.3 % and a net, favorable tax impact of $ 340 related primarily to discrete tax benefits originating from stock options exercised during the three months ended March 31, 2023. On August 9, 2022, the Creating Helpful Incentives to Produce Semiconductors (“CHIPS”) Act of 2022 was signed into law. The CHIPS Act is designed to boost domestic semiconductor manufacturing and encourage U.S. research activities. Also in 2022, the Inflation Reduction Act (“IRA”) of 2022 was signed into law. The IRA created a new book-minimum tax on certain large corporations and an excise tax on stock buybacks while also providing incentives to address climate change mitigation and clean energy, among other items. Most of these changes became effective for the 2023 tax year and after initial evaluation, and similar to the prior quarter, we do not currently expect these laws to have a material effect on the consolidated financial statements. For the three months ended March 31, 2024 and 2023, we recorded $ 219 and $ 0 related to unrecognized tax benefits or interest and penalties related to any uncertain tax positions. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Long-term debt consisted of the following as of the periods presented: As of March 31, 2024 December 31, 2023 Credit agreement First lien term loan $ 925,000 $ 901,201 Less: unamortized discount and debt issuance costs ( 4,730 ) ( 3,777 ) Less: current maturities of long-term debt ( 6,920 ) - First lien term loan, net 913,350 897,424 Total long-term portion of debt, net $ 913,350 $ 897,424 As of March 31, 2024, annual maturities of debt were as follows: Fiscal Year Ending: 2024 (remaining nine months) $ 4,619 2025 9,169 2026 9,078 2027 8,988 2028 8,898 Thereafter 884,248 Total maturities of debt $ 925,000 As of March 31, 2024 and December 31, 2023, unamortized discount and debt issuance costs were $ 7,012 an d $ 4,030 , respectively, and accumulated amortization of discount and debt issuance costs was $ 3,196 and $ 6,145 , respectively. For the three months ended March 31, 2024 and 2023, the amortization of debt issuance costs in interest expense, net in the condensed consolidated statements of operations was approximately $ 410 and $ 419 , respectively. Amended and Restated First Lien Credit Agreement On August 21, 2014, we entered into a Credit Agreement (“Credit Agreement”) which was originally comprised of a term loan (“First Lien Term Loan”) and a revolving commitment (“Revolving Commitment”). The Credit Agreement was collateralized by substantially all personal property (including cash, inventory, property and equipment, and intangible assets), real property, and equity interests owned by us. Under the First Lien Term Loan under the Credit Agreement, we had the option of selecting either (i) a Base Rate interest rate plus a 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 Revolving Commitment under the Credit Agreement, we had the option of selecting either (i) a Base Rate interest rate plus a variable margin of 2.50 % to 3.00 %, based on our First Lien Net Debt Leverage Ratio, or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a variable margin of 3.50 % to 4.00 %, based on our First Lien Net Leverage Ratio. In May 2019, we entered into the Amended and Restated First Lien Credit Agreement (“Amended and Restated First Lien Credit Agreement”) which amended and restated the entirety of the Credit Agreement. First Lien Term Loan In February 2020, we entered into Amendment No. 1 to Amended and Restated First Lien Credit Agreement, which changed the interest rate spreads associated with the credit agreement where (i) the variable margin associated with the Base Rate interest rate plus a variable margin based on our First Lien Net Leverage Ratio changed from 2.25% to 2.50% to 2.00% to 2.25% and (ii) the variable margin associated with the Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on our First Lien Net Leverage Ratio changed from 3.25% to 3.50% to 3.00% to 3.25%. In December 2021, in connection with the Clean Streak Ventures acquisition, we entered into Amendment No. 3 to the Amended and Restated First Lien Credit Agreement, pursuant to which the previous First Lien Term Loan was increased by $ 290,000 to $ 903,301 with the balance due on May 14, 2026 . The incremental increase in aggregate principal of $290,000 resulted in $ 285,962 of proceeds net of discount and debt issuance costs. In December 2022, we entered into Amendment No. 4 to the Amended and Restated First Lien Credit Agreement with the lenders party thereto, and Jeffries Finance LLC, as administrative agent, to transition from LIBOR to Eurocurrency rate SOFR spread, whereas all revolver borrowings and term loan borrowings under the existing credit agreement will be SOFR based. All other terms governing this term loan facility remained substantially the same. In March 2024, we entered into Amendment No. 5 to the Amended and Restated First Lien Credit Agreement with the lenders party thereto, and Bank of America, N.A. ("BofA") as the successor administrative agent and collateral agent. This amendment further modified the credit agreement by providing $ 925,000 in first lien term commitments, consisting of $ 901,201 to refinance outstanding term loans and $ 23,799 in additional incremental term commitments (collectively, the "2024 Term Loans"). T he 2024 Term Loans have an interest rate of Term SOFR or Base Rate, at our option, plus an applicable margin ( 3.00 % for SOFR Loans or 2.00 % for Base Rate Loans), subject to step-downs based on the First Lien Net Leverage Ratio. For SOFR Loans, the margin starts at 3.00% and can decrease to 2.75 % and 2.50 % based on the First Lien Net Leverage Ratio. For Base Rate Loans, the margin begins at 2.00% and can decrease to 1.75 % and 1.50 %, depending on the First Lien Net Leverage Ratio. The SOFR rate has a floor of 0.00 %. Starting September 30, 2024, the loans will be amortized in equal quarterly installments at an annual rate of 1.00% of the original principal amount. As a result of this amendment, the loans are scheduled to mature in March 2031 . In connection with Amendment No. 5, we expensed $ 1,882 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the condensed consolidated statements of operations. As of March 31, 2024 and December 31, 2023, the amount outstanding under the First Lien Term Loan was $ 925,000 and 901,201 , respectively. As of March 31, 2024 and December 31, 2023, the interest rate on the First Lien Term Loan wa s 8.33 % a nd 8.46 %, respectively. The Amended and Restated First Lien Credit Agreement requires us to maintain compliance with a First Lien Net Leverage Ratio. As of March 31, 2024, we were in compliance with the First Lien Net Leverage Ratio financial covenant of the Amended and Restated First Lien Credit Agreement. Revolving Commitment In May 2019, as a part of the Amended and Restated First Lien Credit Agreement, the Revolving Commitment was increased from $ 50,000 to $ 75,000 . We had the option of selecting either a Base Rate interest rate plus a variable margin based on our First Lien Net Leverage Ratio (ranging from 2.0 % to 2.5 %) or a Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on our First Lien Net Leverage Ratio (ranging from 3.0 % to 3.5 %). In June 2021, we entered into Amendment No. 2 to our Amended and Restated First Lien Credit Agreement that (i) increased the maximum available borrowing capacity under the Revolving Commitment from $ 75,000 to $ 150,000 and (ii) extended the maturity date of the Revolving Commitment to the earliest to occur of (a) June 4, 2026, (b) the date that is six months prior to the maturity date of the First Lien Term Loan (provided that clause (b) shall not apply if the maturity date for the First Lien Term Loan is extended to a date that is at least six months after June 4, 2026, the First Lien Term Loan is refinanced having a maturity date at least six months after June 4, 2026, or the First Lien Term Loan is paid in full), (c) the date that commitments under the Revolving Commitment are permanently reduced to zero, and (d) the date of the termination of the commitments under the Revolving Commitment. The increase to the maximum available borrowing capacity was effected on the close of our initial public offering in June 2021. In March 2024, we entered into Amendment No. 5 to our Amended and Restated First Lien Credit Agreement that consists of $ 150,000 to replace our existing Revolving Commitments and $ 150,000 in additional incremental Revolving Commitments. The amendment also updates the interest rate for these loans to SOFR or Base Rate, at our option, plus an applicable margin ( 2.50 % for SOFR Loans or 1.50 % for Base Rate Loans), subject to step-ups and step-downs based on the First Lien Net Leverage Ratio. Any unused commitment fee is also payable based on the First Lien Net Leverage Ratio. The Credit Agreement requires the Borrower to maintain a Rent Adjusted Total Net Leverage Ratio no greater than 6.50 to 1.00 , tested quarterly beginning with the quarter ending September 30, 2024, for the benefit of lenders holding the Revolving Commitments. The Amendment also extends t he time in which we can draw revolving loans under the Revolving Commitments until the earliest of March 2029. As of March 31, 2024 and December 31, 2023, there were no amounts outstanding under the Revolving Commitments. The maximum available borrowing capacity under the Revolving Commitments is reduced by outstanding letters of credit under the Revolving Commitments. As of March 31, 2024 and December 31, 2023, the available borrowing capacity under the Revolving Commitments was $ 299,716 and $ 149,193 , respectively. In addition, an unused commitment fee based on our First Lien Net Leverage Ratio is payable on the average of the unused borrowing capacity under the Revolving Commitments. As of March 31, 2024 and December 31, 2023, the unused commitment fee was 0.25 % . Standby Letters of Credit As of March 31, 2024 , we have a letter of credit sublimit of $ 90,000 under the Revolving Commitments, provided that the total utilization of revolving commitments under the Revolving Commitment does not exceed $ 300,000 . Any letter of credit issued under the Amended and Restated 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 Commitments, as amended under Amendment No. 2 to the Amended and Restated First Lien Credit Agreement . Letters of credit under the Revolving Commitments reduce the maximum available borrowing capacity under the Revolving Commitment. As of March 31, 2024 and December 31, 2023, the amounts associated with outstanding letters of credit were $ 284 and $ 807 , respectively . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements The following table presents financial liabilities which are measured at fair value on a recurring basis as of March 31, 2024: Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Deferred compensation plan $ 5,922 $ 5,922 $ - $ - Liabilities: Deferred compensation plan $ 4,097 $ 4,097 $ - $ - Contingent Consideration $ 4,750 $ - $ - $ 4,750 The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2023: Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Deferred compensation plan $ 5,553 $ 5,553 $ - $ - Liabilities: Deferred compensation plan $ 3,961 $ 3,961 $ - $ - Contingent Consideration $ 4,750 $ - $ - $ 4,750 We measure the fair value of our financial assets and liabilities using the highest level of inputs that are available as of the measurement date. The carrying amounts of cash, accounts receivable, and accounts payable approximate their fair value due to the immediate or short-term maturity of these financial instruments. We maintain a deferred compensation plan for a select group of our highly compensated employees, in which certain of our executive officers participate in. The plan allows eligible participants to defer up to 90% of their base salary and/or incentive plan compensation as well as any refunds from our 401(k) Plan. Participants may elect investment funds selected by the Company in whole percentages . Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds. These investment funds consist primarily of equity securities, such as common stock and mutual funds, and fixed income securities and are valued at the closing price reported on the active market on which the individual securities are traded and are classified as Level 1. These investment options do not represent actual ownership of or ownership rights in the applicable funds; they serve the purpose of valuing the account and the corresponding obligation of the Company. As of March 31, 2 0 24 and December 31, 2 0 23 , the fair value of our First Lien Term Loan approximated its carrying value due to the debt’s variable interest rate terms . As of March 31, 2024 and December 31, 2023, we held no assets in cash investments. We recognized a Level 3 contingent consideration liability in connection with the Downtowner Car Wash acquisition in December 2021. We measured its contingent consideration liability using Level 3 unobservable inputs. The contingent consideration liability is associated with the achievement of certain targets and is estimated at each balance sheet date by considering among other factors, results of completed periods and our most recent financial projection for future periods subject to earn-out payments. There are two components to the contingent consideration: a payment when we obtained the certificate of occupancy for the car wash and opened it to the public in 2023 and an annual payment based on certain financial metrics of the acquired business. A change in the forecasted revenue or projected opening dates could result in a significantly lower or higher fair value measurement. We determined that there were no significant changes to the unobservable inputs that would have resulted in a change in fair value of this contingent consideration liability at March 31, 2024 . During the three months ended March 31, 2023, a payment of $ 500 was made upon receipt of certificate of occupancy. During the three months ended March 31, 2 0 24 and 2 0 23 , there were no transfers between fair value measurement levels. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 10. Leases Balance sheet information related to leases consisted of the following for the periods presented: As of Classification March 31, 2024 December 31, 2023 Assets Operating Operating right of use assets, net $ 836,528 $ 833,547 Finance Property and equipment, net 13,064 13,315 Total lease assets $ 849,592 $ 846,862 Liabilities Current Operating Current maturities of operating lease liability $ 44,850 $ 43,979 Finance Current maturities of finance lease liability 766 746 Long-term Operating Operating lease liability 810,783 809,409 Finance Financing lease liability 13,833 14,033 Total lease liabilities $ 870,232 $ 868,167 Components of total lease cost, net, consisted of the following for the periods presented: Three Months Ended March 31, 2024 2023 Operating lease expense(a) $ 27,212 $ 24,011 Finance lease expense Amortization of lease assets 251 251 Interest on lease liabilities 264 276 Short-term lease expense 51 14 Variable lease expense(b) 7,264 6,703 Total $ 35,042 $ 31,255 a) Operating lease expense includes an immaterial amount of sublease income and is included in other store operating expenses and general and administrative expenses in the accompanying condensed consolidated statements of operations. b) Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for our leases of land and buildings and is included in other store operating expenses in the accompanying condensed consolidated statements of operations. The following includes supplemental information for the periods presented: Three Months Ended March 31, 2024 2023 Operating cash flows from operating leases $ 26,517 $ 23,766 Operating cash flows from finance leases $ 264 $ 276 Financing cash flows from finance leases $ 180 $ 161 Operating lease ROU assets obtained in exchange for lease liabilities $ 14,710 $ 10,527 Weighted-average remaining operating lease term 13.76 13.95 Weighted-average remaining finance lease term 15.38 16.17 Weighted-average operating lease discount rate 8.11 % 7.43 % Weighted-average finance lease discount rate 7.33 % 7.33 % As of March 31, 2024, lease obligation maturities were as follows: Fiscal Year Ending: Operating Leases Finance Leases 2024 (remaining nine months) $ 80,624 $ 1,336 2025 108,557 1,786 2026 107,598 1,792 2027 103,836 1,819 2028 97,880 1,846 Thereafter 963,795 18,425 Total future minimum obligations $ 1,462,290 $ 27,004 Less: Present value discount ( 606,657 ) ( 12,405 ) Present value of net future minimum lease obligations $ 855,633 $ 14,599 Less: current portion ( 44,850 ) ( 766 ) Long-term obligations $ 810,783 $ 13,833 Forward-Starting Leases As of March 31, 2024, we entered int o 13 leases th at had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in years 2024 through 2026 with initial lease terms of 15 to 20 years . As of December 31, 2023 , we entered into 14 leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in years 2024 through 2026 with initial lease terms of 15 to 20 years . Sale-Leaseback Transactions During the three months ended March 31, 2024 , we completed one sale-leaseback transaction related to one car wash location with aggregate consideration of $ 4,900 , resulting in a net gain of $ 1,697 , which is included in Gain on sale of assets in the accompanying condensed consolidated statements of operations. Contemporaneously with the closing of the sale, we entered into a lease agreement for the property for an initial 20 -year term. For the sale-leaseback transaction consummated in the three months ended March 31, 2024, the cumulative initial annual rent for the property was approximately $ 306 , subject to annual escalations. This lease is accounted for as an operating lease. During the three months ended March 31, 2023 , we completed two sale-leaseback transactions related to car wash locations with aggregate consideration of $ 9,213 , resulting in a net gain of $ 370 , which are included in Gain on sale of assets in the accompanying condensed consolidated statements of operations. Contemporaneously with the closing of the sales, we entered into lease agreements for the properties for initial 20-year terms. For the sale-leaseback transactions consummated in the three months ended March 31, 2023, the cumulative initial annual rent for the properties was approximately $ 559 , subject to annual escalations. These leases are accounted for as operating leases . |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity As of March 31, 2024 , there were 1,000,000,000 shares of common stock authorized , 322,622,328 shares of common stock issued, and 317,835,082 shares of common stock outstanding. As of December 31, 2023 , there were 1,000,000,000 shares of common stock authorized, 318,366,628 shares of common stock issued, and 315,192,401 shares of common stock outstanding. As of March 31, 2024 and December 31, 2023 , there were 5,000,000 shares of preferred stock authorized and none were issued or outstanding. We use the cost method to account for treasury stock. As of March 31, 2024 and December 31, 2023, we had 4,787,246 and 3,174,227 shares, respectively, of treasury stock. As of March 31, 2024 and December 31, 2023, the cost of treasury stock included in additional paid-in capital in the accompanying condensed consolidated balance sheets was $ 17,962 and $ 6,091 , respectively. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation The 2014 Plan Under the 2014 Stock Option Plan of Hotshine Holdings, Inc. (the “2014 Plan”), we may grant incentive stock options or nonqualified stock options to purchase shares of our common stock to our employees, directors, officers, outside advisors and non-employee consultants. All stock options granted under the 2014 Plan are equity-classified and have a contractual life of ten years. Under the 2014 Plan, 60% of the shares in a grant contain service-based vesting conditions and vest ratably over a five-year period and 40% of the shares in a grant contain performance-based vesting conditions (“Performance Vesting Options”). The condition for the Performance Vesting Options is a change in control or an initial public offering, where (i) 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Target Proceeds at the Measurement Date and (ii) the remaining 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Maximum Amount at the Measurement Date. In June 2021, we modified all outstanding shares of Performance Vesting Options to remove, subject to the successful completion of the IPO, the requirement that the Principal Stockholders receive the Target Proceeds and the Maximum Amount as conditions for the Performance Vesting Options to vest. The exercise prices for stock options granted under the 2014 Plan were not less than the fair market value of the common stock of the Company on the date of grant. For the avoidance of doubt, the IPO constituted a performance measurement date under the applicable option agreements for the Performance Vesting Options and the Performance Vesting Options vested in full in connection with the IPO. The 2021 Plan In June 2021, the Board adopted the 2021 Incentive Award Plan (the “2021 Plan”), which was subsequently approved by our stockholders and became effective on June 25, 2021. Under the 2021 Plan, we may grant incentive stock options, nonqualified stock options, restricted stock units ("RSUs"), restricted stock, and other stock- or cash-based awards to its employees, directors, officers, and non-employee consultants. Initially, the maximum number of shares of our common stock that may be issued under the 2021 Plan is 29,800,000 new shares of common stock, which includes 256,431 shares of common stock that remained available for issuance under the 2014 Plan at June 25, 2021. In connection with the IPO, stock option and RSU awards were granted with respect to 3,726,305 shares. Any shares of common stock subject to outstanding stock awards granted under the 2014 Plan and, following June 25, 2021, terminate, expire or are otherwise forfeited, reacquired or withheld will become available for issuance under the 2021 Plan. All stock options granted under the 2021 Plan are equity-classified and have a contractual life of ten years. Under the 2021 Plan, the stock options contain service-based vesting conditions and generally vest ratably over a three- or five-year period (collectively with stock options under the 2014 Plan, the “Time Vesting Options”). The exercise prices for stock options granted under the 2021 Plan were not less than the fair market value of the common stock of the Company on the date of grant. RSUs granted under the 2021 Plan are equity-classified and contain service-based conditions and generally vest ratably over one- to five-year periods. Each RSU represents the right to receive one share of our common stock upon vesting. The fair value is calculated based upon our closing stock price on the date of grant, and the stock-based compensation expense is recognized over the requisite service period, which is generally the vesting period. The 2014 Plan and 2021 Plan are administered by the Board or, at the discretion of the Board, by a committee thereof. The exercise prices for stock options, the vesting of awards, and other restrictions are determined at the discretion of the Board, or its committee if so delegated. The 2021 ESPP In June 2021, the Board adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which was subsequently approved by our stockholders and became effective in June 2021. The 2021 ESPP authorizes the initial issuance of up to 5,000,000 shares of our common stock to eligible employees of the Company or, as designated by the Board, employees of a related company. The 2021 ESPP provides for offering periods not to exceed 27 months, and each offering period will include purchase periods. We determined that offering periods would commence at approximately the six-month period beginning with an enrollment date and ending with the next exercise date, except that the first offering period commenced on the effective date of our registration statement and ended on November 9, 2021. The 2021 ESPP provides that the number of shares reserved and available for issuance under the 2021 ESPP will automatically increase on January 1 of each calendar year from January 1, 2022 through January 1, 2031 by an amount equal to the lesser of (i) 0.5% of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) such lesser number of shares of common stock as determined by the Board. The number of shares reserved and available for issuance under the 2021 ESPP as of January 1, 2024 is 8,463,759 . Share-Based Payment Valuation The grant date fair value of Time Vesting Options granted is determined using the Black-Scholes option-pricing model. The grant date fair value of Performance Vesting Options is determined using a Monte Carlo simulation model and a barrier-adjusted Black-Scholes option-pricing model. The grant date fair value of stock purchase rights granted under the 2021 ESPP is determined using the Black-Scholes option-pricing model. 2021 ESPP Valuation The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of stock purchase rights granted under the 2021 ESPP during the periods presented: Three Months Ended March 31, 2024 2023 Expected volatility 49.59 % 53.90 % Risk-free interest rate 5.38 % 4.53 % Expected term (in years) 0.49 0.49 Expected dividend yield None None Time Vesting Options The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of Time Vesting Options granted under the 2021 Plan during the periods presented: Three Months Ended March 31, 2024 2023 Expected volatility - 43.74 % Risk-free interest rate - 4.21 % Expected term (in years) - 6.26 Expected dividend yield - None Stock Options A summary of our stock option activity during the period presented is as follows: Time Vesting Options Performance Vesting Options Total Number of Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2023 11,744,894 7,705,114 19,450,008 $ 3.21 Granted - - - $ - Exercised ( 1,741,496 ) ( 2,374,795 ) ( 4,116,291 ) $ 0.65 Forfeited ( 80,902 ) - ( 80,902 ) $ 9.32 Outstanding as of March 31, 2024 9,922,496 5,330,319 15,252,815 $ 3.87 Options vested or expected to vest as of March 31, 2024 9,543,934 5,330,319 14,874,253 $ 7.43 Options exercisable as of March 31, 2024 6,787,551 5,330,319 12,117,870 $ 2.31 The number and weighted-average grant date fair value of stock options during the period presented are as follows: Number of Stock Options Weighted-Average Time Vesting Options Performance Vesting Options Time Vesting Options Performance Vesting Options Non-vested as of December 31, 2023 3,629,454 - $ 4.39 $ - Non-vested as of March 31, 2024 3,134,947 - $ 4.54 $ - Granted during the period - - $ - $ - Vested during the period 445,598 - $ 3.51 $ - Forfeited/canceled during the period 48,909 - $ 4.15 $ - There were no Time Vesting Options or Performance Vesting Options granted during the three months ended March 31, 2024. The fair value of shares attributable to stock options that vested during the three months ended March 31, 2024 was $ 3,565 . As of March 31, 2024, the weighted-average remaining contractual life of outstanding stock options was approximatel y 4.13 years. Restricted Stock Units The following table summarizes our RSU activity since December 31, 2023: Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2023 3,718,505 $ 9.98 Granted 3,203 $ 8.98 Vested ( 139,409 ) $ 9.26 Forfeited ( 117,665 ) $ 9.58 Unvested as of March 31, 2024 3,464,634 $ 10.02 We granted 3,203 RSUs with a grant date fair value of $ 29 during the three months ended March 31, 2024. The fair value of shares attributable to RSUs that vested during the three months ended March 31, 2024 was $ 1,120 . As of March 31, 2024, the weighted-average remaining contractual life of outstanding RSUs was approximately 8.71 yea rs. Stock-Based Compensation Expense We estimated a forfeiture r ate of 8.82 % for awards with service-based vesting conditions based on historical experience and future expectations of the vesting of these share-based payments. We used this rate as an assumption in calculating stock-based compensation expense for Time Vesting Options, RSUs, and stock purchase rights granted under the 2021 ESPP. Total stock-based compensation expense, by caption, recorded in the condensed consolidated statements of operations for the periods presented is as follows: Three Months Ended March 31, 2024 2023 Cost of labor and chemicals $ 2,473 $ 2,050 General and administrative 3,773 3,311 Total stock-based compensation expense $ 6,246 $ 5,361 Total stock-based compensation expense, by award type, recorded in the condensed consolidated statements of operations for the periods presented is as follows: Three Months Ended March 31, 2024 2023 Time Vesting Options $ 1,577 $ 1,596 RSUs 4,407 3,479 2021 ESPP 262 286 Total stock-based compensation expense $ 6,246 $ 5,361 As of March 31, 2024, total unrecognized compensation expense related to unvested Time Vesting Options was $ 5,548 , which is expected to be recognized over a weighted-average period of 2.07 years. As of March 31, 2024, there was no unrecognized compensation expense related to unvested Performance Vesting Options as the completion of the IPO satisfied the performance condition and as a result, all outstanding Performance Vesting Options vested. As of March 31, 2024, total unrecognized compensation expense related to unvested RSUs was $ 13,244 , which is expected to be recognized over a weighted-average period of 2.01 years. As of March 31, 2024, total unrecognized compensation expense related to unvested stock purchase rights under the 2021 ESPP was $ 136 , which is expected to be recognized over a weighted-average period of 0.12 years. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Business Combinations | 13. Business Combinations From time to time, we may pursue acquisitions of conveyorized car washes that either strategically fit with the business or expand our presence in new and attractive markets. We account for business combinations under the acquisition method of accounting. The assets acquired and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired and intangible assets assigned, recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning their respective useful lives. Accordingly, we may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management; but are inherently uncertain. The condensed consolidated financial statements reflect the operations of an acquired business starting from the effective date of the acquisi tion. No acquisition-related costs were expensed during the three months ended March 31, 2024 and 2023. Acquisition-related costs are expensed as incurred and are included in general and administrative expenses in the accompanying condensed consolidated statements of operations. 2024 Acquisitions We did not consummate any acquisitions during the three months ended March 31, 2024. 2023 Acquisitions For the year ended December 31, 2023, we acquired the assets and liabilities of six conveyorized car washes in two acquisitions for total consideration of approximately $ 51,217 , which was paid in cash. These acquisitions resulted in the preliminary recognition of $ 24,919 of goodwill, $ 22,555 of property and equipment, $ 3,580 of ROU assets, $ 640 of intangible assets, $ 101 of other net liabilities, and $ 376 of a bargain purchase gain. The bargain purchase gain is not material and is recorded within (gain) loss on sale of assets, net on the consolidated statements of operations. We do not believe these acquisitions are material to our overall consolidated financial statements. The acquisitions were located in the following markets: Location (Seller) Number of Washes Month Acquired Arizona (Dynamite Car Wash) 1 April California (Cruizers Car Wash) 5 July |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Litigation From time to time, we are party to pending or threatened lawsuits arising out of or incident to the ordinary course of business. We carry professional and general liability insurance coverage and other insurance coverages. In the opinion of management and upon consultation with legal counsel, none of the pending or threatened lawsuits will have a material effect upon the consolidated financial position, operations, or cash flows of the Company. Class Action Litigation On February 14, 2023, a plaintiff filed a purported class action lawsuit in the Stanislaus County Superior Court, California, on behalf of all non-exempt employees employed by Defendants Prime Shine LLC in California any time between February 14, 2019, and the present, against Prime Shine, LLC and Does 1 – 20 inclusive. Plaintiff alleges eight claims for violations of the California Labor Code and one claim for violation of the California Business & Professions Code. On June 13, 2023, Plaintiff filed a First Amended Complaint to add a claim for penalties pursuant to the Private Attorneys General Act. Plaintiff seeks, among other things, an unspecified amount for unpaid wages, actual, consequential, and incidental losses, penalties, and attorneys’ fees and costs. The parties agreed to an informal exchange of information in lieu of formal discovery prior to mediation with an experienced wage-and-hour mediator. In October 2023, following mediation, both parties agreed to settle the lawsuit. A financial amount was accrued that was not material to our consolidated financial statements. A formal written settlement agreement has been executed by the parties, however, final settlement and resolution is contingent upon the satisfaction of certain conditions including subsequent approval from the California Department of Labor and the court. Should all these conditions be met, the class action lawsuit will be considered settled. Insurance We carry a broad range of insurance coverage, including general and business auto liability, commercial property, workers’ compensation, cyber risk, and general umbrella policies. As of March 31, 2024 and December 31, 2023, we accrued $ 4,982 and $ 4,311 , respectively, for assessments on insurance claims filed, which are included in other accrued expenses in the accompanying condensed consolidated balance sheets. As of March 31, 2024 and December 31, 2023, we recorded $ 4,380 and $ 3,686 , respectively, in receivables from its non-healthcare insurance carriers related to these insurance claims, which are included in other receivables in the accompanying condensed consolidated balance sheets. The receivables are paid when the claim is finalized and the reserved amounts on these claims are expected to be paid within one year . Environmental Matters Operations at certain facilities currently or previously owned or leased by us utilize, or in the past have utilized, hazardous substances generally in compliance with applicable law. Periodically, we have had minor claims asserted against it by regulatory agencies or private parties for environmental matters relating to the handling of hazardous substances by us, and we have incurred obligations for investigations or remedial actions with respect to certain of these matters. There can be no assurances that activities at these facilities, or future facilities owned or operated by us, may not result in additional environmental claims being asserted against us or additional investigations or remedial actions being required. We are not aware of any significant remediation matters as of March 31, 2024. Because of various factors including the difficulty of identifying the responsible parties for any particular site, the complexity of determining the relative liability among them, the uncertainty as to the most desirable remediation techniques and the amount of damages and clean-up costs and the time period during which such costs may be incurred, we are unable to reasonably estimate the ultimate cost of claims asserted against us related to environmental matters; however, we do not believe such costs will be material to our condensed consolidated financial statements. In addition to potential claims asserted against us, there are certain regulatory obligations associated with these facilities. We also have a third-party specialist to review the sites subject to these regulations annually, for the purpose of assigning future cost. A third party has conducted a preliminary assessment of site restoration provisions arising from these regulations and we have recognized a provisional amount. As of March 31, 2024 and December 31, 2023, our accrual for environmental remediation was $ 15 , wh ich is included in other accrued expenses in the accompanying condensed consolidated balance sheets. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All material intercompany balances and transactions have been eliminated in consolidation. |
Reclassification | Reclassification Within the unaudited condensed consolidated financial statements certain immaterial amounts have been reclassified to conform with current period presentation. We reclassified Restricted cash of $ 116 and $ 72 from an individual line item on the unaudited condensed consolidated balance sheets at March 31, 2024 and December 31, 2023, respectively, to Prepaid expenses and other current assets to conform with the current period presentation. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the periods reported. Some of the significant estimates that we have made pertain to the determination of deferred tax assets and liabilities; estimates utilized to determine the fair value of assets acquired and liabilities assumed in business combinations and the related goodwill and intangibles; and certain assumptions used related to the evaluation of goodwill, intangibles, and property and equipment asset impairment. Actual results could differ from those estimates. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are presented net of an allowance for doubtful accounts of $ 30 and $ 68 a s of March 31, 2024 and December 31, 2023, respectively. The activity in the allowance for doubtful accounts was immaterial for the three months ended March 31, 2024 and 2023 . |
Other Receivables | Other Receivables Other receivables consisted of the following for the periods presented: As of March 31, 2024 December 31, 2023 Payroll tax withholding and exercise proceeds receivable $ 17 $ - Construction receivable 5,537 6,480 Income tax receivable 1,520 3,051 Insurance receivable 4,380 3,686 Employee retention credit receivable 5,189 - Other 1,050 1,497 Total other receivables 17,693 14,714 |
Inventory, Net | Inventory, Net Inventory consisted of the following for the periods presented: As of March 31, 2024 December 31, 2023 Chemical washing solutions $ 7,804 $ 9,135 Reserve for obsolescence ( 157 ) ( 183 ) Total inventory, net $ 7,647 $ 8,952 The activity in the reserve for obsolescence was immaterial for the three months ended March 31, 2024 and 2023 . |
Revenue Recognition | Revenue Recognition The following table summarizes the composition of our net revenues for the periods presented: Three Months Ended March 31, 2024 2023 Recognized over time $ 176,259 $ 156,891 Recognized at a point in time 62,846 68,970 Other revenue 78 99 Net revenues $ 239,183 $ 225,960 |
Net Income Per Share | Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by dividing net income by the weighted-average shares outstanding for the period and includes the dilutive impact of potential new shares issuable upon vesting and exercise of stock options, vesting of restricted stock units, and stock purchase rights granted under an employee stock purchase plan. Potentially dilutive securities are excluded from the computation of diluted net income per share if their effect is antidilutive. Reconciliations of the numerators and denominators of the basic and diluted net income per share calculations for the periods presented are as follows: Three Months Ended March 31, 2024 2023 Numerator: Net income $ 16,637 $ 21,136 Denominator: Weighted-average common shares outstanding - basic 315,838,788 307,291,909 Effect of potentially dilutive securities: Stock options 12,685,179 19,798,577 Restricted stock units 1,457,395 498,213 Employee stock purchase plan 30,782 19,567 Weighted-average common shares outstanding - diluted 330,012,144 327,608,266 Net income per share - basic $ 0.05 $ 0.07 Net income per share - diluted $ 0.05 $ 0.06 The following potentially dilutive shares were excluded from the computation of diluted net income per share for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2024 2023 Stock options 3,666,223 2,677,756 Restricted stock units - 356,400 Employee stock purchase plan 3,133 3,619 |
Employee Retention Credit | Employee Retention Credit In response to the COVID-19 pandemic, the Employee Retention Credit (“ERC”), was established under the Coronavirus Aid, Relief, and Economic Security Act. The ERC is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer paid to employees from March 13, 2020 to December 31, 2020. Companies who meet the eligibility requirements can claim the ERC on an original or adjusted employment tax return for a period within those dates. In March 2024, the Company determined that it qualifies for $ 5,189 in relief for the period from March 13, 2020 to December 31, 2020. Upon receipt of the credit, the Company will owe $ 526 in tax advisory costs associated with the assessment of the tax credit. This amount was accrued within General and administrative expenses as of March 31, 2024. As there is no authoritative guidance under U.S. GAAP for government assistance to for-profit business entities, the Company accounts for the ERC by analogy to International Accounting Standards 20, or IAS 20, Accounting for Government Grants and Disclosure of Government Assistance . In accordance w ith IAS 20, management determined it has reasonable assurance of receipt of the identified ERC amount and recorded the $ 5,189 credit in Other income on our condensed consolidated statements of operations during the three months ended March 31, 2024. A corresponding accrual of the tax credit receivable was recorded under Other receivables on our condensed consolidated balance sheet as of March 31, 2024. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements There have been no new accounting standards issued which would require either disclosure or adoption in the current period. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (PBE) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods, or may apply the amendments retrospectively by providing the revised disclosures for all period presented. We expect this ASU to only impact our disclosures with no impacts to our consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures regarding significant segment expenses and other segment items for public entities on both an annual and interim basis. Specifically, the update requires that entities provide, during interim periods, all disclosures related to a reportable segment's profit or loss and assets that were previously required only on an annual basis. Additionally, this guidance necessitates the disclosure of the title and position of the Chief Operating Decision Maker ("CODM"). The new guidance does not modify how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. Early adoption is permitted. We are currently evaluating the impact this ASU may have on our consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Other Receivables | Other receivables consisted of the following for the periods presented: As of March 31, 2024 December 31, 2023 Payroll tax withholding and exercise proceeds receivable $ 17 $ - Construction receivable 5,537 6,480 Income tax receivable 1,520 3,051 Insurance receivable 4,380 3,686 Employee retention credit receivable 5,189 - Other 1,050 1,497 Total other receivables 17,693 14,714 |
Schedule of Inventory | Inventory consisted of the following for the periods presented: As of March 31, 2024 December 31, 2023 Chemical washing solutions $ 7,804 $ 9,135 Reserve for obsolescence ( 157 ) ( 183 ) Total inventory, net $ 7,647 $ 8,952 |
Schedule of Composition of Revenue | The following table summarizes the composition of our net revenues for the periods presented: Three Months Ended March 31, 2024 2023 Recognized over time $ 176,259 $ 156,891 Recognized at a point in time 62,846 68,970 Other revenue 78 99 Net revenues $ 239,183 $ 225,960 |
Schedule of Reconciliations of Numerators and Denominators of Basic and Diluted Net Income Per Share | Reconciliations of the numerators and denominators of the basic and diluted net income per share calculations for the periods presented are as follows: Three Months Ended March 31, 2024 2023 Numerator: Net income $ 16,637 $ 21,136 Denominator: Weighted-average common shares outstanding - basic 315,838,788 307,291,909 Effect of potentially dilutive securities: Stock options 12,685,179 19,798,577 Restricted stock units 1,457,395 498,213 Employee stock purchase plan 30,782 19,567 Weighted-average common shares outstanding - diluted 330,012,144 327,608,266 Net income per share - basic $ 0.05 $ 0.07 Net income per share - diluted $ 0.05 $ 0.06 |
Schedule of Antidilutive Shares Excluded from Computation of Diluted Net Income Per Share | The following potentially dilutive shares were excluded from the computation of diluted net income per share for the periods presented because including them would have been antidilutive: Three Months Ended March 31, 2024 2023 Stock options 3,666,223 2,677,756 Restricted stock units - 356,400 Employee stock purchase plan 3,133 3,619 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following for the periods presented : As of March 31, 2024 December 31, 2023 Land $ 127,185 $ 121,960 Buildings and improvements 290,506 263,468 Finance leases 16,604 16,604 Leasehold improvements 137,481 135,861 Vehicles and equipment 299,574 285,127 Furniture, fixtures and equipment 102,260 100,457 Construction in progress 88,075 75,639 Property and equipment, gross 1,061,685 999,116 Less: accumulated depreciation ( 284,915 ) ( 270,706 ) Less: accumulated amortization - finance leases ( 3,540 ) ( 3,289 ) Property and equipment, net $ 773,230 $ 725,121 |
Other Intangible Assets, Net (T
Other Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Components of Other Intangible Assets, Net | Other intangibles assets, net consisted of the following as of the periods presented: March 31, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Trade names and Trademarks $ 107,000 $ - $ 107,000 - CPC Unity System 42,900 41,113 42,900 40,040 Customer relationships 9,700 6,535 9,700 6,430 Covenants not to compete 13,230 9,159 13,230 8,693 Other intangible assets, net $ 172,830 $ 56,807 $ 172,830 $ 55,163 |
Summary of Estimated Amortization Expense | As of March 31, 2024, estimated future amortization expense was as follows: Fiscal Year Ending: 2024 (remaining nine months) $ 3,366 2025 1,844 2026 1,585 2027 741 2028 422 Thereafter 1,065 Total estimated future amortization expense $ 9,023 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill consisted of the following for the periods presented: As of March 31, 2024 December 31, 2023 Balance at beginning of period $ 1,134,734 $ 1,109,815 Current period acquisitions - 24,919 Balance at end of period $ 1,134,734 $ 1,134,734 |
Other Accrued Expenses (Tables)
Other Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Expenses | Other accrued expenses consisted of the following for the periods presented: As of March 31, 2024 December 31, 2023 Utilities $ 5,994 $ 6,130 Accrued other tax expense 7,696 9,482 Insurance expense 5,055 4,355 Greenfield development accruals 4,234 13,343 Other 8,067 5,428 Total other accrued expenses $ 31,046 $ 38,738 Greenfield development accruals represent an obligation to pay for invoices not yet received, primarily related to land and buildings and improvements, on properties which we have taken control of as of March 31, 2024 and December 31, 2023 . |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consisted of the following as of the periods presented: As of March 31, 2024 December 31, 2023 Credit agreement First lien term loan $ 925,000 $ 901,201 Less: unamortized discount and debt issuance costs ( 4,730 ) ( 3,777 ) Less: current maturities of long-term debt ( 6,920 ) - First lien term loan, net 913,350 897,424 Total long-term portion of debt, net $ 913,350 $ 897,424 |
Schedule of Annual Maturities of Debt | As of March 31, 2024, annual maturities of debt were as follows: Fiscal Year Ending: 2024 (remaining nine months) $ 4,619 2025 9,169 2026 9,078 2027 8,988 2028 8,898 Thereafter 884,248 Total maturities of debt $ 925,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Liabilities measured at Fair Value on a Recurring Basis | The following table presents financial liabilities which are measured at fair value on a recurring basis as of March 31, 2024: Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Deferred compensation plan $ 5,922 $ 5,922 $ - $ - Liabilities: Deferred compensation plan $ 4,097 $ 4,097 $ - $ - Contingent Consideration $ 4,750 $ - $ - $ 4,750 The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2023: Fair Value Measurements Total Level 1 Level 2 Level 3 Assets: Deferred compensation plan $ 5,553 $ 5,553 $ - $ - Liabilities: Deferred compensation plan $ 3,961 $ 3,961 $ - $ - Contingent Consideration $ 4,750 $ - $ - $ 4,750 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Balance Sheet Information Related to Leases | Balance sheet information related to leases consisted of the following for the periods presented: As of Classification March 31, 2024 December 31, 2023 Assets Operating Operating right of use assets, net $ 836,528 $ 833,547 Finance Property and equipment, net 13,064 13,315 Total lease assets $ 849,592 $ 846,862 Liabilities Current Operating Current maturities of operating lease liability $ 44,850 $ 43,979 Finance Current maturities of finance lease liability 766 746 Long-term Operating Operating lease liability 810,783 809,409 Finance Financing lease liability 13,833 14,033 Total lease liabilities $ 870,232 $ 868,167 |
Summary of Components of Total Lease Cost | Components of total lease cost, net, consisted of the following for the periods presented: Three Months Ended March 31, 2024 2023 Operating lease expense(a) $ 27,212 $ 24,011 Finance lease expense Amortization of lease assets 251 251 Interest on lease liabilities 264 276 Short-term lease expense 51 14 Variable lease expense(b) 7,264 6,703 Total $ 35,042 $ 31,255 a) Operating lease expense includes an immaterial amount of sublease income and is included in other store operating expenses and general and administrative expenses in the accompanying condensed consolidated statements of operations. b) Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for our leases of land and buildings and is included in other store operating expenses in the accompanying condensed consolidated statements of operations. |
Summary of Supplemental Information of Leases | The following includes supplemental information for the periods presented: Three Months Ended March 31, 2024 2023 Operating cash flows from operating leases $ 26,517 $ 23,766 Operating cash flows from finance leases $ 264 $ 276 Financing cash flows from finance leases $ 180 $ 161 Operating lease ROU assets obtained in exchange for lease liabilities $ 14,710 $ 10,527 Weighted-average remaining operating lease term 13.76 13.95 Weighted-average remaining finance lease term 15.38 16.17 Weighted-average operating lease discount rate 8.11 % 7.43 % Weighted-average finance lease discount rate 7.33 % 7.33 % |
Schedule of Lease Obligation Maturities | As of March 31, 2024, lease obligation maturities were as follows: Fiscal Year Ending: Operating Leases Finance Leases 2024 (remaining nine months) $ 80,624 $ 1,336 2025 108,557 1,786 2026 107,598 1,792 2027 103,836 1,819 2028 97,880 1,846 Thereafter 963,795 18,425 Total future minimum obligations $ 1,462,290 $ 27,004 Less: Present value discount ( 606,657 ) ( 12,405 ) Present value of net future minimum lease obligations $ 855,633 $ 14,599 Less: current portion ( 44,850 ) ( 766 ) Long-term obligations $ 810,783 $ 13,833 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Estimated Grant-Date Fair Value of Stock-Based Awards Using Black-Scholes Option Pricing Model Assumptions | The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of stock purchase rights granted under the 2021 ESPP during the periods presented: Three Months Ended March 31, 2024 2023 Expected volatility 49.59 % 53.90 % Risk-free interest rate 5.38 % 4.53 % Expected term (in years) 0.49 0.49 Expected dividend yield None None |
Summary of Stock Option Activity | A summary of our stock option activity during the period presented is as follows: Time Vesting Options Performance Vesting Options Total Number of Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2023 11,744,894 7,705,114 19,450,008 $ 3.21 Granted - - - $ - Exercised ( 1,741,496 ) ( 2,374,795 ) ( 4,116,291 ) $ 0.65 Forfeited ( 80,902 ) - ( 80,902 ) $ 9.32 Outstanding as of March 31, 2024 9,922,496 5,330,319 15,252,815 $ 3.87 Options vested or expected to vest as of March 31, 2024 9,543,934 5,330,319 14,874,253 $ 7.43 Options exercisable as of March 31, 2024 6,787,551 5,330,319 12,117,870 $ 2.31 |
Schedule of Weighted Average Grant Date Fair Value of Stock Options | The number and weighted-average grant date fair value of stock options during the period presented are as follows: Number of Stock Options Weighted-Average Time Vesting Options Performance Vesting Options Time Vesting Options Performance Vesting Options Non-vested as of December 31, 2023 3,629,454 - $ 4.39 $ - Non-vested as of March 31, 2024 3,134,947 - $ 4.54 $ - Granted during the period - - $ - $ - Vested during the period 445,598 - $ 3.51 $ - Forfeited/canceled during the period 48,909 - $ 4.15 $ - |
Summary of Restricted Stock Activity | The following table summarizes our RSU activity since December 31, 2023: Restricted Stock Units Weighted-Average Grant Date Fair Value Unvested as of December 31, 2023 3,718,505 $ 9.98 Granted 3,203 $ 8.98 Vested ( 139,409 ) $ 9.26 Forfeited ( 117,665 ) $ 9.58 Unvested as of March 31, 2024 3,464,634 $ 10.02 |
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense, by caption, recorded in the condensed consolidated statements of operations for the periods presented is as follows: Three Months Ended March 31, 2024 2023 Cost of labor and chemicals $ 2,473 $ 2,050 General and administrative 3,773 3,311 Total stock-based compensation expense $ 6,246 $ 5,361 Total stock-based compensation expense, by award type, recorded in the condensed consolidated statements of operations for the periods presented is as follows: Three Months Ended March 31, 2024 2023 Time Vesting Options $ 1,577 $ 1,596 RSUs 4,407 3,479 2021 ESPP 262 286 Total stock-based compensation expense $ 6,246 $ 5,361 |
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 2021 Plan during the periods presented: Three Months Ended March 31, 2024 2023 Expected volatility - 43.74 % Risk-free interest rate - 4.21 % Expected term (in years) - 6.26 Expected dividend yield - None |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Two Thousand Twenty Three Acquisitions | |
Schedule of Business Acquisitions | Location (Seller) Number of Washes Month Acquired Arizona (Dynamite Car Wash) 1 April California (Cruizers Car Wash) 5 July |
Nature of Business - Additional
Nature of Business - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2024 CarWash State | |
Nature Of Business [Line Items] | |
Disposal date of operations | Mar. 31, 2024 |
Number of states in entity operates | State | 21 |
Retail Site | |
Nature Of Business [Line Items] | |
Number of operating segments | CarWash | 482 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | |||
Restricted Cash | $ 116 | $ 72 | $ 70 |
Allowance for doubtful accounts | 30 | $ 68 | |
Employee retention credit, qualified amount | 5,189 | ||
Tax Advisory Costs | $ 526 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Other Receivables (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Payroll tax withholding and exercise proceeds receivable | $ 17 | $ 0 |
Construction receivable | 5,537 | 6,480 |
Income tax receivable | 1,520 | 3,051 |
Insurance receivable | 4,380 | 3,686 |
Employee retention credit receivable | 5,189 | 0 |
Other | 1,050 | 1,497 |
Total other receivables | $ 17,693 | $ 14,714 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Accounting Policies [Abstract] | ||
Chemical washing solutions | $ 7,804 | $ 9,135 |
Reserve for obsolescence | (157) | (183) |
Total inventory, net | $ 7,647 | $ 8,952 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Composition of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Net revenues | $ 239,183 | $ 225,960 |
Recognized Over Time | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 176,259 | 156,891 |
Recognized at a Point in Time | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 62,846 | 68,970 |
Other Revenue | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | $ 78 | $ 99 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Reconciliations of Numerators and Denominators of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net income | $ 16,637 | $ 21,136 |
Denominator: | ||
Weighted-average common shares outstanding - basic | 315,838,788 | 307,291,909 |
Effect of potentially dilutive securities: | ||
Weighted-average common shares outstanding - diluted | 330,012,144 | 327,608,266 |
Net income per share - basic | $ 0.05 | $ 0.07 |
Net income per share - diluted | $ 0.05 | $ 0.06 |
Employee Stock Option | ||
Effect of potentially dilutive securities: | ||
Weighted-average common shares outstanding - diluted | 12,685,179 | 19,798,577 |
Restricted Stock Units | ||
Effect of potentially dilutive securities: | ||
Weighted-average common shares outstanding - diluted | 1,457,395 | 498,213 |
Employee Stock Purchase Plan | ||
Effect of potentially dilutive securities: | ||
Weighted-average common shares outstanding - diluted | 30,782 | 19,567 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Antidilutive Shares Excluded from Computation of Diluted Net Income Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,666,223 | 2,677,756 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 356,400 |
Employee Stock Purchase Plan | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, amount | 3,133 | 3,619 |
Property and Equipment, Net - P
Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,061,685 | $ 999,116 |
Less: accumulated depreciation | (284,915) | (270,706) |
Less: accumulated amortization - finance leases | (3,540) | (3,289) |
Property and equipment, net | 773,230 | 725,121 |
Land | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 127,185 | 121,960 |
Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 290,506 | 263,468 |
Finance Leases [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,604 | 16,604 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 137,481 | 135,861 |
Vehicles and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 299,574 | 285,127 |
Furniture, Fixtures and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 102,260 | 100,457 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 88,075 | $ 75,639 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 17,700 | $ 15,379 |
Amortization expense | $ 251 | $ 251 |
Other Intangible Assets, Net -
Other Intangible Assets, Net - Summary of Components of Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 172,830 | $ 172,830 |
Accumulated Amortization | 56,807 | 55,163 |
Trade names and Trademarks | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 107,000 | 107,000 |
Accumulated Amortization | 0 | 0 |
C P C Unity System | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 42,900 | 42,900 |
Accumulated Amortization | 41,113 | 40,040 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,700 | 9,700 |
Accumulated Amortization | 6,535 | 6,430 |
Covenants Not to Compete | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 13,230 | 13,230 |
Accumulated Amortization | $ 9,159 | $ 8,693 |
Other Intangible Assets, Net _2
Other Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amortization of Intangible Assets | $ 1,644 | $ 1,677 |
Other Intangible Assets, Net _3
Other Intangible Assets, Net - Summary of Estimated Amortization Expense (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
2024 (remaining nine months) | $ 3,366 |
2025 | 1,844 |
2026 | 1,585 |
2027 | 741 |
2028 | 422 |
Thereafter | 1,065 |
Total estimated future amortization expense | $ 9,023 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance at beginning of period | $ 1,134,734 | $ 1,109,815 |
Current period acquisitions | 0 | 24,919 |
Balance at end of period | $ 1,134,734 | $ 1,134,734 |
Other Accrued Expenses - Schedu
Other Accrued Expenses - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Utilities | $ 5,994 | $ 6,130 |
Accrued other tax expense | 7,696 | 9,482 |
Insurance expense | 5,055 | 4,355 |
Greenfield development accruals | 4,234 | 13,343 |
Other | 8,067 | 5,428 |
Total other accrued expenses | $ 31,046 | $ 38,738 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Loss Carryforwards [Line Items] | ||
Effective Income Tax Rate | 35.60% | 24.10% |
Year to provision for income tax effective tax rate | 25.60% | 25.30% |
Favourable tax impact | $ 2,585 | $ 340 |
Unrecognized tax benefits | $ 219 | $ 0 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Term loan | $ 925,000 | |
Less: current maturities of long-term debt | (6,920) | $ 0 |
Total long-term portion of debt, net | 913,350 | 897,424 |
Senior Notes [Member] | First Lien Credit Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Term loan | 925,000 | 901,201 |
Less: unamortized discount and debt issuance costs | (4,730) | (3,777) |
Less: current maturities of long-term debt | (6,920) | 0 |
First lien term loan, net | $ 913,350 | $ 897,424 |
Debt - Schedule of Annual Matur
Debt - Schedule of Annual Maturities of Debt (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
2024 (remaining nine months) | $ 4,619 |
2025 | 9,169 |
2026 | 9,078 |
2027 | 8,988 |
2028 | 8,898 |
Thereafter | 884,248 |
Total maturities of debt | $ 925,000 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 01, 2020 | Aug. 21, 2014 | May 31, 2019 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2021 | Jun. 30, 2021 | |
Debt Instrument [Line Items] | ||||||||
Unamortized discount and debt issuance costs | $ 7,012,000 | $ 4,030,000 | ||||||
Accumulated amortization of discount and debt issuance costs | 3,196,000 | $ 6,145,000 | ||||||
Amortization of deferred debt issuance costs | 410,000 | $ 419,000 | ||||||
Loss on extinguishment of debt | $ (1,882,000) | 0 | ||||||
Long-term Debt, Description | Under the First Lien Term Loan under the Credit Agreement, we had the option of selecting either (i) a Base Rate interest rate plus a fixed margin of 2.25% or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a fixed margin of 3.25%. | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.33% | 8.46% | ||||||
Gain (Loss) on Extinguishment of Debt | $ (1,882,000) | 0 | ||||||
Proceeds from debt borrowings | $ 925,000,000 | $ 0 | ||||||
Maturity date | Mar. 31, 2031 | |||||||
Line of Credit Facility, Expiration Date | May 14, 2026 | |||||||
Amount Outstanding | $ 925,000,000 | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | 0.25% | ||||||
2024 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | (1,882,000) | |||||||
Gain (Loss) on Extinguishment of Debt | (1,882,000) | |||||||
Maximum Available Borrowing Capacity | $ 925,000,000 | |||||||
Debt Instrument, Frequency of Periodic Payment | The SOFR rate has a floor of 0.00%. Starting September 30, 2024, the loans will be amortized in equal quarterly installments at an annual rate of 1.00% of the original principal amount. | |||||||
Standby Letters of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Letters of Credit Outstanding, Amount | $ 284,000 | $ 807,000 | ||||||
Available Standby Letters of Credit | $ 90,000,000 | |||||||
Letter of Credit, Expiration | Any letter of credit issued under the Amended and Restated 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 Commitments, as amended under Amendment No. 2 to the Amended and Restated First Lien Credit Agreement | |||||||
Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | 2% | ||||||
Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3% | 2.50% | ||||||
First Lien Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Description | In February 2020, we entered into Amendment No. 1 to Amended and Restated First Lien Credit Agreement, which changed the interest rate spreads associated with the credit agreement where (i) the variable margin associated with the Base Rate interest rate plus a variable margin based on our First Lien Net Leverage Ratio changed from 2.25% to 2.50% to 2.00% to 2.25% and (ii) the variable margin associated with the Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on our First Lien Net Leverage Ratio changed from 3.25% to 3.50% to 3.00% to 3.25%. | |||||||
Proceeds from debt borrowings | $ 285,962,000 | |||||||
Amount Outstanding | $ 925,000,000 | 901,201,000 | ||||||
First Lien Term Loan | Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Revolving Commitment | $ 300,000,000 | |||||||
First Lien Term Loan | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Available Borrowing Capacity | 290,000,000 | |||||||
First Lien Term Loan | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Available Borrowing Capacity | $ 903,301,000 | |||||||
Amended and Restated First Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Description | The Credit Agreement requires the Borrower to maintain a Rent Adjusted Total Net Leverage Ratio no greater than 6.50 to 1.00, tested quarterly beginning with the quarter ending September 30, 2024, for the benefit of lenders holding the Revolving Commitments. | |||||||
Maximum Available Borrowing Capacity | $ 150,000,000 | |||||||
Additional incremental Revolving Commitments | $ 150,000,000 | |||||||
Rent adjusted total net leverage ratio | 6.50 to 1.00 | |||||||
Outstanding Term Loans | 2024 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Available Borrowing Capacity | $ 901,201,000 | |||||||
Incremental Term Commitments | 2024 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Available Borrowing Capacity | $ 23,799,000 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Long-term Debt, Description | Under the Revolving Commitment under the Credit Agreement, we had the option of selecting either (i) a Base Rate interest rate plus a variable margin of 2.50% to 3.00%, based on our First Lien Net Debt Leverage Ratio, or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a variable margin of 3.50% to 4.00%, based on our First Lien Net Leverage Ratio. | |||||||
Maximum Available Borrowing Capacity | $ 299,716,000 | 149,193,000 | ||||||
Amount Outstanding | $ 0 | $ 0 | ||||||
Revolving Credit Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Available Borrowing Capacity | $ 50,000,000 | $ 75,000,000 | ||||||
Revolving Credit Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum Available Borrowing Capacity | $ 75,000,000 | $ 150,000,000 | ||||||
LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | |||||||
LIBOR Margin | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |||||||
Eurodollar | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | 3% | ||||||
Eurodollar | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 4% | 3.50% | ||||||
SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Floor Interest Rate | 0% | |||||||
SOFR | 2024 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3% | |||||||
SOFR | Minimum | 2024 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase (Decrease) in Interest rate | 2.50% | |||||||
SOFR | Maximum | 2024 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase (Decrease) in Interest rate | 2.75% | |||||||
SOFR | Amended and Restated First Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |||||||
Base Rate | 2024 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2% | |||||||
Base Rate | Minimum | 2024 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase (Decrease) in Interest rate | 1.50% | |||||||
Base Rate | Maximum | 2024 Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Increase (Decrease) in Interest rate | 1.75% | |||||||
Base Rate | Amended and Restated First Lien Credit Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Liabilities measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Compensation Plan [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, fair value disclosure | $ 5,922 | $ 5,553 |
Liabilities: | ||
Liabilities, fair value disclosure | 4,097 | 3,961 |
Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 4,750 | 4,750 |
Level 1 | Deferred Compensation Plan [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, fair value disclosure | 5,922 | 5,553 |
Liabilities: | ||
Liabilities, fair value disclosure | 4,097 | 3,961 |
Level 1 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 2 | Deferred Compensation Plan [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, fair value disclosure | 0 | 0 |
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 2 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 3 | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, fair value disclosure | 0 | 0 |
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 3 | Deferred Compensation Plan [Member] | ||
Assets, Fair Value Disclosure [Abstract] | ||
Assets, fair value disclosure | 0 | 0 |
Liabilities: | ||
Liabilities, fair value disclosure | 0 | 0 |
Level 3 | Contingent Consideration [Member] | ||
Liabilities: | ||
Liabilities, fair value disclosure | $ 4,750 | $ 4,750 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 | |
Fair value, assets, level 2 to level 1 transfers, amount1 | 0 | $ 0 | |
Fair value, assets transfers into level 3, amount | 0 | 0 | |
Fair value, assets transfers out of level 3, amount | 0 | 0 | |
Cash and cash equivalents fair value investment | $ 0 | 0 | |
Deferred Compensation Arrangement with Individual, Description | The plan allows eligible participants to defer up to 90% of their base salary and/or incentive plan compensation as well as any refunds from our 401(k) Plan. Participants may elect investment funds selected by the Company in whole percentages | ||
Fair value, liabilities transfers into level 3, amount | $ 0 | ||
Payment made upon receipts of certificate of occupancy | $ 500 | ||
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 |
Leases - Schedule of Balance Sh
Leases - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets | ||
Operating right of use assets, net | $ 836,528 | $ 833,547 |
Total lease assets | 849,592 | 846,862 |
Current | ||
Current maturities of operating lease liability | 44,850 | 43,979 |
Current maturities of finance lease liability | 766 | 746 |
Long-term | ||
Operating lease liability | 810,783 | 809,409 |
Financing lease liability | 13,833 | 14,033 |
Total lease laibilities | 870,232 | 868,167 |
Finance Lease [Member] | ||
Assets | ||
Property and equipment, net | $ 13,064 | $ 13,315 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Leases - Summary of Components
Leases - Summary of Components of Total Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Leases [Abstract] | |||
Operating lease expense | [1] | $ 27,212 | $ 24,011 |
Amortization of lease assets | 251 | 251 | |
Interest on lease liabilities | 264 | 276 | |
Short-term lease expense | 51 | 14 | |
Variable lease expense | [2] | 7,264 | 6,703 |
Total | $ 35,042 | $ 31,255 | |
[1] Operating lease expense includes an immaterial amount of sublease income and is included in other store operating expenses and general and administrative expenses in the accompanying condensed consolidated statements of operations. Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for our leases of land and buildings and is included in other store operating expenses in the accompanying condensed consolidated statements of operations. |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Information of Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 26,517 | $ 23,766 |
Operating cash flows from finance leases | 264 | 276 |
Financing cash flows from finance leases | 180 | 161 |
Operating lease ROU assets obtained in exchange for lease liabilities | $ 14,710 | $ 10,527 |
Weighted-average remaining operating lease term | 13 years 9 months 3 days | 13 years 11 months 12 days |
Weighted-average remaining finance lease term | 15 years 4 months 17 days | 16 years 2 months 1 day |
Weighted-average operating lease discount rate | 8.11% | 7.43% |
Weighted-average finance lease discount rate | 7.33% | 7.33% |
Leases - Schedule of Lease Obli
Leases - Schedule of Lease Obligation Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 (remaining nine months) | $ 80,624 | |
2025 | 108,557 | |
2026 | 107,598 | |
2027 | 103,836 | |
2028 | 97,880 | |
Thereafter | 963,795 | |
Total future minimum obligations | 1,462,290 | |
Less: Present value discount | (606,657) | |
Present value of net future minimum lease obligations | 855,633 | |
Less: current portion | (44,850) | $ (43,979) |
Long-term obligations | 810,783 | 809,409 |
2024 (remaining nine months) | 1,336 | |
2025 | 1,786 | |
2026 | 1,792 | |
2027 | 1,819 | |
2028 | 1,846 | |
Thereafter | 18,425 | |
Total future minimum obligations | 27,004 | |
Less: Present value discount | (12,405) | |
Present value of net future minimum lease obligations | 14,599 | |
Less: current portion | (766) | (746) |
Long-term obligations | $ 13,833 | $ 14,033 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 USD ($) Lease Transaction | Mar. 31, 2023 USD ($) Transaction | Dec. 31, 2023 Lease | |
Lessor Lease Description [Line Items] | |||
Number of Leases | Lease | 13 | 14 | |
Number of sale leaseback transaction | Transaction | 1 | 2 | |
Sale and leaseback transaction, aggregate consideration | $ 4,900 | $ 9,213 | |
Sale and leaseback transaction, gain (loss), net | $ 1,697 | $ 370 | |
Sale leaseback transaction, lease term | 20-year | 20-year | |
Sale and lease back transaction, annual rent | $ 306 | $ 559 | |
Minimum [Member] | |||
Lessor Lease Description [Line Items] | |||
Lease not yet commenced, term of contract | 15 years | 15 years | |
Maximum [Member] | |||
Lessor Lease Description [Line Items] | |||
Lease not yet commenced, term of contract | 20 years | 20 years |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Stockholders' Equity Note [Abstract] | ||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock shares issued | 322,622,328 | 318,366,628 |
Common stock, shares, outstanding | 317,835,082 | 315,192,401 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares, issued | 0 | 0 |
Preferred stock shares, outstanding | 0 | 0 |
Treasury Stock, Common, Shares | 4,787,246 | 3,174,227 |
Treasury Stock, Value | $ 17,962 | $ 6,091 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 01, 2024 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 0 | ||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 3,565,000 | ||
Stock based compensation expense | $ 6,246,000 | $ 5,361,000 | |
Stock based compensation expense estimated forfeiture rate | 8.82% | ||
Restricted Stock Shares, Granted | 3,203 | ||
Restricted Stock grant date fair value | $ 8.98 | ||
Time Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 0 | ||
Stock based compensation expense | $ 1,577,000 | 1,596,000 | |
Unrecognized compensation expense, total | 5,548,000 | ||
Share based compensation arrangement by share based payment award options total grant date fair value | $ 0 | ||
Weighted-average period for recognition of compensation expense related to unvested awards | 2 years 25 days | ||
Performance Vesting Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Granted | 0 | ||
Restricted Stock Units RSU | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding, weighted average remaining contractual term | 8 years 8 months 15 days | ||
Stock based compensation expense | $ 4,407,000 | $ 3,479,000 | |
Unrecognized compensation expense, total | 13,244,000 | ||
Restricted stock units vested upon grant | $ 1,120,000 | ||
Weighted-average period for recognition of compensation expense related to unvested awards | 2 years 3 days | ||
Restricted Stock Shares, Granted | 3,203 | ||
Restricted Stock grant date fair value | $ 29 | ||
Employee Stock Option | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Outstanding, weighted average remaining contractual term | 4 years 1 month 17 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. | ||
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] | |||
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 | 8,463,759 | |
Unrecognized compensation expense, total | $ 136,000 | ||
Weighted-average period for recognition of compensation expense related to unvested awards | 1 month 13 days | ||
Share based compensation arrangement by share based payment award description | The 2021 ESPP provides that the number of shares reserved and available for issuance under the 2021 ESPP will automatically increase on January 1 of each calendar year from January 1, 2022 through January 1, 2031 by an amount equal to the lesser of (i) 0.5% of the outstanding number of shares of common stock on the immediately preceding December 31 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Estimated Grant-Date Fair Values of Stock-Based Awards Using Black-Scholes Option Pricing Model Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected votatility | 49.59% | 53.90% |
Risk-free interest rate | 5.38% | 4.53% |
Expected term (in years) | 5 months 26 days | 5 months 26 days |
Expected dividend yield | 0% | 0% |
Time Vesting Options | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Expected votatility | 0% | 43.74% |
Risk-free interest rate | 0% | 4.21% |
Expected term (in years) | 0 years | 6 years 3 months 3 days |
Expected dividend yield | 0% | 0% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 19,450,008 |
Granted | 0 |
Exercised | (4,116,291) |
Forfeited | (80,902) |
Outstanding Ending Balance | 15,252,815 |
Options vested or expected to vest as of March 31, 2024 | 14,874,253 |
Options exercisable as of March 31, 2024 | 12,117,870 |
Outstanding Beginning Balance | $ / shares | $ 3.21 |
Granted | $ / shares | 0 |
Exercised | $ / shares | 0.65 |
Forfeited | $ / shares | 9.32 |
Outstanding Ending Balance | $ / shares | 3.87 |
Options vested or expected to vest as of March 31, 2024 | $ / shares | 7.43 |
Options exercisable as of March 31, 2024 | $ / shares | $ 2.31 |
Time Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 11,744,894 |
Granted | 0 |
Exercised | (1,741,496) |
Forfeited | (80,902) |
Outstanding Ending Balance | 9,922,496 |
Options vested or expected to vest as of March 31, 2024 | 9,543,934 |
Options exercisable as of March 31, 2024 | 6,787,551 |
Performance Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Outstanding Beginning Balance | 7,705,114 |
Granted | 0 |
Exercised | (2,374,795) |
Forfeited | 0 |
Outstanding Ending Balance | 5,330,319 |
Options vested or expected to vest as of March 31, 2024 | 5,330,319 |
Options exercisable as of March 31, 2024 | 5,330,319 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary Of Weighted-Average Grant Date Fair Value Of Stock Options (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Granted | 0 |
Time Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested as of December 31, 2023 | 3,629,454 |
Non-vested as of March 31, 2024 | 3,134,947 |
Granted | 0 |
Vested during the period | 445,598 |
Forfeited/canceled during the period | 48,909 |
Weighted-Average non-vested exercise price as of as of December 31, 2023 | $ / shares | $ 4.39 |
Weighted-Average non-vested exercise price as of as of March 31, 2024 | $ / shares | 4.54 |
Granted during the period | $ / shares | 0 |
Vested during the period | $ / shares | 3.51 |
Forfeited/canceled during the period | $ / shares | $ 4.15 |
Performance Vesting Options | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Non-vested as of December 31, 2023 | 0 |
Non-vested as of March 31, 2024 | 0 |
Granted | 0 |
Vested during the period | 0 |
Forfeited/canceled during the period | 0 |
Weighted-Average non-vested exercise price as of as of December 31, 2023 | $ / shares | $ 0 |
Weighted-Average non-vested exercise price as of as of March 31, 2024 | $ / shares | 0 |
Granted during the period | $ / shares | 0 |
Vested during the period | $ / shares | 0 |
Forfeited/canceled during the period | $ / shares | $ 0 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Unvested Restricted Stock Shares, Beginning Balance | shares | 3,718,505 |
Unvested Restricted Stock Shares, Granted | shares | 3,203 |
Unvested Restricted Stock Shares, Vested | shares | (139,409) |
Unvested Restricted Stock Shares, Forfeited | shares | (117,665) |
Unvested Restricted Stock Shares, Ending Balance | shares | 3,464,634 |
Unvested Restricted Stock Weighted-average grant date fair value per share Beginning Balance | $ / shares | $ 9.98 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Granted] | $ / shares | 8.98 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Vested] | $ / shares | 9.26 |
Unvested Restricted Stock Weighted-average grant date fair value per share [Forfeited] | $ / shares | 9.58 |
Unvested Restricted Stock Weighted-average grant date fair value per share Ending Balance | $ / shares | $ 10.02 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 6,246 | $ 5,361 |
Time Vesting Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 1,577 | 1,596 |
Restricted Stock Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 4,407 | 3,479 |
Two Thousand And Twenty One Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 262 | 286 |
Cost of Labor and Chemicals | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | 2,473 | 2,050 |
General and Administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock based compensation expense | $ 3,773 | $ 3,311 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) CarWash | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 0 | $ 0 | ||
Goodwill | $ 1,134,734 | $ 1,134,734 | $ 1,109,815 | |
Business Combination, Bargain Purchase, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration] | Gain (Loss) on Disposition of Property Plant Equipment | |||
Two Thousand Twenty Three Acquisitions [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | $ 51,217 | |||
Goodwill | 24,919 | |||
Property and equipment | 22,555 | |||
ROU assets | 3,580 | |||
Intangible assets related to covenants not to compete | 640 | |||
Other assets and liabilities | 101 | |||
Bargain purchase gain | $ 376 | |||
Two Thousand Twenty Three Acquisitions [Member] | Retail Site | ||||
Business Acquisition [Line Items] | ||||
Number of car washes | CarWash | 6 |
Business Combinations - Schedul
Business Combinations - Schedule of Business Acquisitions (Details) - Two Thousand Twenty Three Acquisitions - CarWash | 1 Months Ended | |
Jul. 31, 2023 | Apr. 30, 2023 | |
Arizona | ||
Business Acquisition [Line Items] | ||
Number of car washes | 1 | |
California | ||
Business Acquisition [Line Items] | ||
Number of car washes | 5 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Long-term portion of debt, net | $ 913,350 | $ 897,424 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | ||
Loss contingency, receivable, current | $ 4,380 | $ 3,686 |
Loss contingency, amount of insurance-related assessment liability, payment period | one year | |
Environmental remediation expense | $ 15 | 15 |
Other Accrued Expenses [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, amount of insurance-related assessment accrued liability | 4,982 | 4,311 |
Other Receivable [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency, receivable, current | $ 4,380 | $ 3,686 |