Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.21.2
Business Combinations
6 Months Ended
Jun. 30, 2021
Business Combinations [Abstract]  
Business Combinations

13. Business Combinations

From time to time, the Company may pursue acquisitions of conveyorized car washes that either strategically fit with the Company’s business or expand the Company’s presence in new and attractive markets.

The unaudited condensed consolidated financial statements reflect the operations of an acquired business starting from the effective date of the acquisition. The Company expensed $94 and $86 of acquisition-related costs for the three months ended June 30, 2021 and 2020, respectively. The Company expensed $243 and $139 of acquisition-related costs for the six months ended June 30, 2021 and 2020, respectively. These acquisition-related costs are recognized as incurred and are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss.

For the three and six months ended June 30, 2021 and the year ended December 31, 2020, the amount of acquired goodwill that was not deductible for income tax purposes was $1,082 and $5,312, respectively.

2021 Acquisitions

For the three and six months ended June 30, 2021, the Company acquired the assets and liabilities of five car washes in one acquisition for total consideration of approximately $44,700, which was paid in cash. This acquisition resulted in the preliminary recognition of $18,491 of goodwill, $24,523 of property and equipment, $1,100 of intangible assets related to customer relationships, $380 of intangible assets related to covenants not to compete, and $165 in other assets and liabilities.

The weighted-average amortization periods for the acquired customer relationships and covenants not to compete are 7.0 years and 5.0 years, respectively.

The acquisitions were located in the following markets:

 

Location (Seller)

 

Number of Washes

 

Month Acquired

Florida (Superwash Express)

 

5

 

June

 

Unaudited Supplemental Pro Forma Information

The following table presents unaudited supplemental pro forma information for the periods presented as if the business combination had occurred on January 1, 2020, the earliest period presented herein:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues, net

$

200,540

 

 

$

104,137

 

 

$

379,518

 

 

$

262,130

 

Net (loss) income

$

(108,961

)

 

$

(8,218

)

 

$

(82,973

)

 

$

1,512

 

 

The unaudited pro forma results presented above primarily include amortization charges for acquired intangible assets, depreciation adjustments for property and equipment that has been revalued, adjustments for certain acquisition-related charges, and the related tax effects. The unaudited pro forma information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such time.

The revenues and earnings of the acquisition reflected in the accompanying unaudited condensed consolidated statements of operations and comprehensive loss were immaterial for the three and six month periods ended June 30, 2021.

 

2020 Acquisitions

For the year ended December 31, 2020, the Company acquired the assets and liabilities of ten car washes in four separate acquisitions for total consideration of approximately $33,584, which was paid in cash. These acquisitions resulted in the preliminary recognition of $21,467 of goodwill, $9,463 of property and equipment, $830 of intangible assets related to covenants not to compete, and $1,824 in other assets and liabilities.

The acquisitions were located in the following markets:

 

Location (Seller)

 

Number of Washes

 

Month Acquired

Florida (Love)

 

1

 

January

Washington (Bush)

 

7

 

September

Texas (Soapbox Express)

 

1

 

November

Florida (Avatar)

 

1

 

December