Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.21.2
Business Combinations
9 Months Ended
Sep. 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 $26 and $120 of acquisition-related costs for the three months ended September 30, 2021 and 2020, respectively. The Company expensed $269 and $259 of acquisition-related costs for the nine months ended September 30, 2021 and 2020, respectively. These acquisition-related costs are expensed as incurred and are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss).

For the three and nine months ended September 30, 2021, the amount of acquired goodwill that was not deductible for income tax purposes was $114 and $1,196, respectively. For the year ended December 31, 2020, the amount of acquired goodwill that was not deductible for income tax purposes was $5,312.

2021 Acquisitions

For the three months ended September 30, 2021, the Company acquired the assets and liabilities of one conveyorized car wash in one acquisition for total consideration of approximately $10,420, which was paid in cash. This acquisition resulted in the preliminary recognition of $4,622 of goodwill, $5,565 of property and equipment, $180 of intangible assets related to covenants not to compete, and $53 of other assets and liabilities.

For the nine months ended September 30, 2021, the Company acquired the assets and liabilities of six conveyorized car washes in two acquisitions for total consideration of approximately $55,079, which was paid in cash. These acquisitions resulted in the recognition of $23,025 of goodwill, $30,084 of property and equipment, $1,200 of intangible assets related to customer relationships, $560 of intangible assets related to covenants not to compete, and $210 of 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

Texas (Super Suds Car Wash)

 

1

 

July

 

Unaudited Supplemental Pro Forma Information

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

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Revenues, net

$

194,370

 

 

$

158,770

 

 

$

574,943

 

 

$

420,900

 

Net income (loss)

$

27,008

 

 

$

20,649

 

 

$

(55,370

)

 

$

22,121

 

 

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 acquisitions had taken place at such time.

For the three months ended September 30, 2021, the revenues and earnings of the acquisitions reflected in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) were $2,948 and $872, respectively.

 

For the nine months ended September 30, 2021, the revenues and earnings of the acquisitions reflected in the accompanying unaudited condensed consolidated statements of operations and comprehensive income (loss) were $2,973 and $802, respectively.

 

2020 Acquisitions

For the year ended December 31, 2020, the Company acquired the assets and liabilities of ten conveyorized car washes in four separate acquisitions for total consideration of approximately $33,584, which was paid in cash. These acquisitions resulted in the 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