0000950170-22-009801 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	Apr. 30, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Year Focus	2022
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	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity 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		302,272,484

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 70,261	$ 19,738
Restricted cash	174	120
Accounts receivable, net	1,128	1,090
Other receivables	12,733	22,796
Inventory, net	7,000	6,334
Prepaid expenses and other current assets	9,858	8,766
Total current assets	101,154	58,844
Property and equipment, net	487,897	472,448
Operating lease right of use assets, net	716,745	718,533
Other intangible assets, net	128,052	129,820
Goodwill	1,060,766	1,060,221
Other assets	8,265	8,236
Total assets	2,502,879	2,448,102
Current liabilities:
Accounts payable	33,869	27,346
Accrued payroll and related expenses	20,484	16,963
Other accrued expenses	20,405	20,201
Current maturities of operating lease liability	37,889	37,345
Current maturities of finance lease liability	577	559
Deferred revenue	28,463	27,815
Total current liabilities	141,687	130,229
Long-term portion of debt, net	894,629	896,336
Operating lease liability	714,098	717,552
Financing lease liability	15,206	15,359
Long-term deferred tax liability	28,246	22,603
Other long-term liabilities	7,659	8,871
Total liabilities	1,801,525	1,790,950
Stockholders’ equity:
Common stock, $0.01 par value, 1,000,000,000 shares authorized, 301,607,178 and 300,120,451 shares outstanding as of March 31, 2022 and December 31, 2021, respectively	3,022	3,007
Additional paid-in capital	759,173	752,343
Accumulated other comprehensive income	2,094	225
Accumulated deficit	(62,935)	(98,423)
Total stockholders’ equity	701,354	657,152
Total liabilities and stockholders’ equity	$ 2,502,879	$ 2,448,102

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
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	301,607,178	300,120,451

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Net revenues	$ 219,419	$ 175,508
Cost of labor and chemicals	65,538	51,749
Other store operating expenses	77,801	61,083
General and administrative	23,687	14,961
Loss on sale of assets	459	790
Total costs and expenses	167,485	128,583
Operating income	51,934	46,925
Other expense:
Interest expense, net	8,166	13,959
Total other expense	8,166	13,959
Income before taxes	43,768	32,966
Income tax provision	8,280	8,382
Net income	35,488	24,584
Other comprehensive income, net of tax:
Gain on interest rate swap	1,869	319
Total comprehensive income	$ 37,357	$ 24,903
Net income per share:
Basic	$ 0.12	$ 0.09
Diluted	$ 0.11	$ 0.09
Weighted-average common shares outstanding:
Basic	300,931,453	262,151,037
Diluted	329,172,437	278,354,463

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid In Capital	Accumulated Other Comprehensive Income	Accumulated Deficit
Beginning Balance at Dec. 31, 2020	$ 16,650	$ 2,622	$ 91,523	$ (1,117)	$ (76,378)
Beginning Balance , Shares at Dec. 31, 2020		261,907,622
Stock-based compensation expense	310		310
Exercise of stock options	267	$ 7	260
Exercise of stock options , Shares		688,430
Shares repurchased	(534)		534
Shares repurchased, Shares		(180,681)
Gain on interest rate swap	319			319
Net income (loss)	24,584				24,584
Ending Balance at Mar. 31, 2021	41,596	$ 2,629	91,559	(798)	(51,794)
Ending Balance , Shares at Mar. 31, 2021		262,415,371
Beginning Balance at Dec. 31, 2021	657,152	$ 3,007	752,343	225	(98,423)
Beginning Balance , Shares at Dec. 31, 2021		300,120,451
Stock-based compensation expense	5,519		5,519
Exercise of stock options	$ 1,326	$ 15	1,311
Exercise of stock options , Shares	1,486,727	1,486,727
Gain on interest rate swap	$ 1,869			1,869
Net income (loss)	35,488				35,488
Ending Balance at Mar. 31, 2022	$ 701,354	$ 3,022	$ 759,173	$ 2,094	$ (62,935)
Ending Balance , Shares at Mar. 31, 2022		301,607,178

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities:
Net income	$ 35,488	$ 24,584
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	14,945	11,650
Stock-based compensation expense	5,519	310
Loss on sale of assets	459	790
Amortization of deferred financing costs	419	356
Non-cash lease expense	9,606	8,613
Deferred income tax	5,018	7,099
Changes in assets and liabilities:
Accounts receivable, net	146	(318)
Other receivables	10,108	(262)
Inventory, net	(665)	289
Prepaid expenses and other current assets	901	(242)
Accounts payable	5,679	3,144
Accrued expenses	3,635	2,799
Deferred revenue	648	1,254
Operating lease liability	(9,094)	(8,245)
Other noncurrent assets and liabilities	(1,268)	(232)
Net cash provided by operating activities	81,544	51,589
Cash flows from investing activities:
Purchases of property and equipment	(30,015)	(32,301)
Proceeds from sale of property and equipment	1	3,591
Net cash used in investing activities	(30,014)	(28,710)
Cash flows from financing activities:
Proceeds from exercise of stock options	1,281	121
Payments for repurchases of common stock	0	(199)
Payments on debt borrowings	(2,100)	(2,100)
Principal payments on finance lease obligations	(134)	(119)
Payments of issuance costs pursuant to initial public offering	0	(35)
Net cash (used in) provided by financing activities	(953)	(2,332)
Net change in cash and cash equivalents, and restricted cash during period	50,577	20,547
Cash and cash equivalents, and restricted cash at beginning of period	19,858	117,874
Cash and cash equivalents, and restricted cash at end of period	70,435	138,421
Supplemental disclosure of cash flow information:
Cash paid for interest	7,821	14,149
Cash paid for income taxes	0	109
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment in accounts payable	18,123	6,363
Stock option exercise proceeds in other receivables	45	0
Repurchase of Common Stock in Other Accrued Expenses	0	15
Deferred offering costs in accounts payable and other accrued expenses	$ 0	$ 1,030

Nature of Business

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

1. Nature of Business

Mister Car Wash, Inc., together with its subsidiaries (collectively, the “Company”), is a Delaware corporation based in Tucson, Arizona and provider of conveyorized car wash services. The Company operates two location formats: Express Exterior Locations, which offer express exterior cleaning services, and Interior Cleaning Locations, which offer both express exterior cleaning services and interior cleaning services. As of March 31, 2022, the Company operated 399 car washes in 21 states.

Forward Stock Split

In June 2021, the Company's board of directors (the “Board”) and the stockholders of the Company approved a 96-for-1 forward stock split of the Company’s outstanding common stock, which was effective on June 16, 2021. All common stock and per share information has been retroactively adjusted to give effect to this forward stock split for all periods presented. Shares of common stock underlying outstanding stock options and other equity instruments were proportionately increased and the respective per share value and exercise prices, if applicable, were proportionately decreased in accordance with the terms of the agreements governing such securities. There were no changes to the par value per share of the Company’s common stock as a result of the forward stock split. Additionally, the Board and the stockholders of the Company approved an increase in the authorized shares of common stock to 1,000,000,000 shares.

Initial Public Offering

In June 2021, the Company completed its initial public offering (“IPO”) of 43,125,000 shares of common stock at a public offering price of $15.00 per share. The Company sold 31,250,000 shares of common stock and the selling stockholders identified in the Company’s final prospectus that forms a part of the Company’s Registration Statement on Form S-1 (File No. 333-256697), filed with the SEC pursuant to Rule 424(b)(4) on June 28, 2021 (the “Prospectus”), sold an aggregate amount of 11,875,000 shares of common stock, which selling stockholder amount included the underwriters' option to purchase up to an additional 5,625,000 shares of common stock. The Company received gross proceeds of approximately $468,750 before deducting underwriting discounts, commissions and offering related issuance costs; the Company did not receive any proceeds from the sale of shares by the selling stockholders. The unaudited condensed consolidated financial statements as of March 31, 2022, including share and per share amounts, include the effects of the IPO.

Secondary Public Offering

In August 2021, the Company completed a secondary public offering of 12,000,000 shares of common stock sold by the selling stockholders identified in the Company’s final prospectus that forms a part of the Company’s Registration Statement on Form S-1 (File No. 333-258186), filed with the SEC pursuant to Rule 424(b)(5) on August 24, 2021. The Company did not receive any proceeds from the sale of shares by the selling stockholders, and the Company incurred $498 of expenses in connection with the secondary public offering, which were recorded in general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 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 the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2021 included in the 2021 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 the Company’s consolidated financial position as of March 31, 2022, consolidated results of operations and comprehensive income for the three months ended March 31, 2022 and 2021, and consolidated cash flows for the three months ended March 31, 2022 and 2021. Such adjustments are of a normal and recurring nature. The consolidated results of operations for the three months ended March 31, 2022 are not necessarily indicative of the consolidated results of operations that may be expected for the year ending December 31, 2022.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All material intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the periods reported. Some of the significant estimates that the Company has made pertain to the determination of deferred tax assets and liabilities; estimates utilized to determine the fair value of assets acquired and liabilities assumed in business combinations and the related goodwill and intangibles; and certain assumptions used related to the evaluation of goodwill, intangibles, and property and equipment asset impairment. Actual results could differ from those estimates.

Accounts Receivable, Net

Accounts receivable are presented net of an allowance for doubtful accounts of $78 and $70 as of March 31, 2022 and December 31, 2021, respectively. The activity in the allowance for doubtful accounts was immaterial for the three months ended March 31, 2022 and 2021.

Other Receivables

Other receivables consisted of the following for the periods presented:


	As of
	March 31, 2022		December 31, 2021
Payroll tax withholding and exercise proceeds receivable	$	—	$	8,477
Construction receivable		5,911		5,574
Income tax receivable		2,343		4,935
Insurance receivable		2,646		2,594
Other		1,833		1,216
Total other receivables	$	12,733	$	22,796

Inventory, Net

Inventory consisted of the following for the periods presented:


	As of
	March 31, 2022			December 31, 2021
Chemical washing solutions	$	7,055		$	6,406
Other		81			52
Total inventory, gross		7,136			6,458
Reserve for obsolescence		(136	)		(124	)
Total inventory, net	$	7,000		$	6,334

The activity in the reserve for obsolescence was immaterial for the three months ended March 31, 2022 and 2021.

Revenue Recognition

The following table summarizes the composition of the Company’s revenue, net for the periods presented:


	Three Months Ended March 31,
	2022		2021
Recognized over time	$	140,874	$	108,270
Recognized at a point in time		78,008		66,322
Other revenue		537		916
Net revenues	$	219,419	$	175,508

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,
	2022		2021
Numerator:
Net income	$	35,488	$	24,584

Denominator:
Weighted-average common shares outstanding - basic		300,931,453		262,151,037
Effect of potentially dilutive securities:
Stock options		27,010,017		16,203,426
Restricted stock units		1,230,967		-
Weighted-average common shares outstanding - diluted		329,172,437		278,354,463

Net income per share - basic	$	0.12	$	0.09
Net income per share - diluted	$	0.11	$	0.09

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,
	2022		2021
Stock options		2,041,141		458,152

Deferred Offering Costs

The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity financings, including the IPO, until such financings are consummated. After consummation of an equity financing, these costs are then recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated, or significantly delayed, the deferred offering costs would be immediately written off to operating expenses. Upon the closing of the IPO in June 2021, all deferred offering costs in the accompanying unaudited condensed consolidated balance sheets were reclassified from prepaid expenses and other current assets and recorded against the IPO proceeds as a reduction to additional paid-in capital. As of March 31, 2022 and December 31, 2021, there were no deferred offering costs capitalized.

Prior Period Reclassification

Certain prior period amounts related to other receivables within accounts receivable, net and prepaid expenses and other current assets in the accompanying unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation. There was no change to prior period current or total assets.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU No. 2016-13”), which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning January 1, 2023, and interim periods therein. Early adoption is permitted. The Company is currently evaluating the effect that ASU No. 2016-13 will have on its consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU No. 2021-08”). The guidance improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and certain inconsistencies in application. Under current U.S. GAAP, an acquirer generally recognizes contract assets acquired and liabilities assumed in a business combination at fair value on the acquisition date. The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606 as if it had originated the

contracts. The amendments in this update will be effective for the Company beginning January 1, 2023, and interim periods thereafter. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the effect that ASU No. 2021-08 will have on its consolidated financial statements and related disclosures.

Property and Equipment, Net

3 Months Ended

Mar. 31, 2022

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, 2022			December 31, 2021
Land	$	87,072		$	81,911
Buildings and improvements		177,301			171,540
Finance leases		16,497			16,497
Leasehold improvements		96,704			92,821
Vehicles and equipment		191,464			188,053
Furniture, fixtures and equipment		76,848			73,213
Construction in progress		31,407			24,724
Property and equipment, gross		677,293			648,759
Less: accumulated depreciation		(187,860	)		(175,017	)
Less: accumulated depreciation - finance leases		(1,536	)		(1,294	)
Property and equipment, net	$	487,897		$	472,448

For the three months ended March 31, 2022 and 2021, depreciation expense was $12,934 and $9,971, respectively.

For the three months ended March 31, 2022 and 2021, amortization expense on finance leases was $242 and $242, respectively.

Other Intangible Assets, Net

3 Months Ended

Mar. 31, 2022

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, 2022				December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Trade names and Trademarks	$	107,200	$	100	$	107,200	$	-
CPC Unity System		42,900		32,663		42,900		31,591
Customer relationships		11,800		7,726		11,800		7,584
Covenants not to compete		11,075		4,434		11,075		3,980
	$	172,975	$	44,923	$	172,975	$	43,155

For the three months ended March 31, 2022 and 2021, amortization expense associated with the Company’s finite-lived intangible assets was $1,769 and $1,437, respectively.

As of March 31, 2022, estimated future amortization expense was as follows:


Fiscal Year Ending:
2022 (remaining nine months)	$	5,728
2023		6,664
2024		4,793
2025		1,317
2026		1,250
Thereafter		1,200
Total estimated future amortization expense	$	20,952

Goodwill

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

5. Goodwill

Goodwill consisted of the following for the periods presented:


	As of
	March 31, 2022		December 31, 2021
Balance at beginning of period	$	1,060,221	$	737,415
Current period acquisitions		-		323,477
Other provisional adjustments		545		(671	)
Balance at end of period	$	1,060,766	$	1,060,221

Goodwill is generally deductible for tax purposes, except for the portion related to purchase accounting step-up goodwill.

Other Accrued Expenses

3 Months Ended

Mar. 31, 2022

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, 2022		December 31, 2021
Utilities	$	4,601	$	4,274
Accrued other tax expense		6,593		8,088
Insurance expense		3,304		3,200
Other		5,907		4,639
Total other accrued expenses	$	20,405	$	20,201

Income Taxes

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

Income Taxes

7. Income Taxes

The effective income tax rates on continuing operations for the three months ended March 31, 2022 and 2021 were 18.9% and 25.4%, 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, 2022 included taxes on earnings at an anticipated annual effective tax rate of 27.0% and a net, favorable tax impact of $3,537 related primarily to discrete tax benefits originating from stock options exercised during the three months ended March 31, 2022.

The year-to-date provision for income taxes for the three months ended March 31, 2021 included taxes on earnings at an anticipated annual effective tax rate of 25.4%. Other discrete tax benefits were recorded during the period but did not result in a change in the effective tax rate recorded during the period.

For the three months ended March 31, 2022 and 2021, the Company did not record any unrecognized tax benefits or interest and penalties related to any uncertain tax positions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

Debt

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Debt

8. Debt

The Company’s long-term debt consisted of the following as of the periods presented:


	As of
	March 31, 2022			December 31, 2021
Credit agreement
First lien term loan	$	901,201		$	903,301
Less: unamortized discount and debt issuance costs		(6,572	)		(6,965	)
First lien term loan, net		894,629			896,336

Total long-term portion of debt, net	$	894,629		$	896,336

As of March 31, 2022, annual maturities of debt were as follows:


Fiscal Year Ending:
2022 (remaining nine months)	$	-
2023		-
2024		-
2025		-
2026		901,201
Thereafter		-
Total maturities of debt	$	901,201

As of March 31, 2022 and December 31, 2021, unamortized debt issuance costs, including those associated with the Company's Revolving Commitment (as defined below), were $7,008 and $7,427, respectively, and accumulated amortization of debt issuance costs was $3,167 and $2,748, respectively.

For the three months ended March 31, 2022 and 2021, the amortization of deferred debt issuance costs in interest expense, net in the unaudited condensed consolidated statements of operations and comprehensive income was approximately $419 and $356, respectively.

Credit Agreement

On August 21, 2014, the Company entered into a Credit Agreement (“Credit Agreement”) which was originally comprised of a term loan (“First Lien Term Loan”) and a revolving commitment (“Revolving Commitment”). The Credit Agreement was collateralized by substantially all personal property (including cash, inventory, property and equipment, and intangible assets), real property, and equity interests owned by the Company.

Under the Credit Agreement and with respect to the First Lien Term Loan, the Company had the option of selecting either (i) a Base Rate interest rate plus fixed margin of 2.25% or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a fixed margin of 3.25%.

Under the Credit Agreement and with respect to the Revolving Commitment, the Company had the option of selecting either (i) a Base Rate interest rate plus a variable margin of 2.50% to 3.00%, based on the Company’s First Lien Net Debt Leverage Ratio, or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a variable margin of 3.50% to 4.00%, based on the Company’s First Lien Net Leverage Ratio.

First Lien Term Loan

In February 2020, the Company entered into Amendment No. 1 to Amended and Restated First Lien Credit Agreement (“Amendment No. 1”) which amended the Amended and Restated First Lien Credit Agreement entered into in May 2019 (the “A&R First Lien Credit Agreement”). Amendment No. 1 changed the interest rate spreads associated with the A&R First Lien Credit Agreement where (i) the variable margin associated with the Base Rate interest rate plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 2.25% to 2.50% to 2.00% to 2.25% and (ii) the variable margin associated with the Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 3.25% to 3.50% to 3.00% to 3.25%.

In June 2021, the Company made a voluntary prepayment of $190,400 of outstanding principal under the First Lien Term Loan funded by the net proceeds from the IPO. In connection with the voluntary prepayment, the Company expensed $1,037 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the unaudited condensed consolidated statements of operations and comprehensive income. The early prepayment resulted in the elimination of required quarterly amortization principal payments through 2026.

In December 2021, in connection with the Clean Streak Ventures acquisition, the Company entered into Amendment No. 3 to Amended and Restated First Lien Credit Agreement (“Amendment No. 3”) which amended and restated the A&R First Lien Credit Agreement. Under the terms of Amendment No. 3, the previous First Lien Term Loan was increased by $290,000 to $903,301 with the balance due on May 14, 2026. The incremental increase in aggregate principal of $290,000 resulted in $285,962 of proceeds net of discount and deferred debt issuance costs.

As of March 31, 2022 and December 31, 2021, the amount outstanding under the First Lien Term Loan was $901,201 and $903,301, respectively. As of March 31, 2022 and December 31, 2021, the interest rate on the First Lien Term Loan was 3.46% and 3.10%, respectively.

The A&R First Lien Credit Agreement, as amended (the “Amended A&R First Lien Credit Agreement”), requires the Company to maintain compliance with a First Lien Net Leverage Ratio. As of March 31, 2022, the Company was in compliance with the First Lien Net Leverage Ratio financial covenant of the Amended A&R First Lien Credit Agreement.

Revolving Credit Agreement

In June 2021, the Company entered into Amendment No. 2 to the Amended and Restated First Lien Credit Agreement (“Amendment No. 2”) that (i) increased the maximum available borrowing capacity under the Revolving Commitment from $75,000 to $150,000 and (ii) extended the maturity date of the Revolving Commitment to the earliest to occur of (a) June 4, 2026, (b) the date that is six months prior to the maturity date of the First Lien Term Loan (provided that clause (b) shall not apply if the maturity date for the First Lien Term Loan is extended to a date that is at least six months after June 4, 2026, the First Lien Term Loan is refinanced having a maturity date at least six months after June 4, 2026, or the First Lien Term Loan is paid in full), (c) the date that commitments under the Revolving Commitment are permanently reduced to zero, and (d) the date of the termination of the commitments under the Revolving Commitment. The increase to the maximum available borrowing capacity was effected on the close of the IPO in June 2021. In connection with Amendment No. 2, the Company expensed $87 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the unaudited condensed consolidated statements of operations and comprehensive income.

As of March 31, 2022 and December 31, 2021, there were no amounts outstanding under the Revolving Commitment.

The maximum available borrowing capacity under the Revolving Commitment is reduced by outstanding letters of credit under the Revolving Commitment. As of March 31, 2022 and December 31, 2021, the available borrowing capacity under the Revolving Commitment was $149,442 and $149,503, respectively.

In addition, an unused commitment fee based on the Company’s First Lien Net Leverage Ratio is payable on the average of the unused borrowing capacity under the Revolving Commitment. As of March 31, 2022 and December 31, 2021, the unused commitment fee was 0.25%.

Standby Letters of Credit

As of March 31, 2022, the Company has a letter of credit sublimit of $10,000 under the Revolving Commitment, provided that the total utilization of revolving commitments under the Revolving Commitment does not exceed $150,000. Any letter of credit issued under the Credit Agreement has an expiration date which is the earlier of (i) no later than 12 months from the date of issuance or (ii) five business days prior to the maturity date of the Revolving Commitment, as amended under Amendment No. 2. Letters of credit under the Revolving Commitment reduce the maximum available borrowing capacity under the Revolving Commitment. As of March 31, 2022 and December 31, 2021, the amounts associated with outstanding letters of credit were $558 and $497, respectively, and unused letters of credit under the Revolving Commitment were $9,442 and $9,503, respectively.

Second Lien Credit Agreement

In June 2021, the Company made a voluntary prepayment of all outstanding borrowings under the second lien term loan (the “Second Lien Term Loan”) pursuant to the Second Lien Credit Agreement entered into May 2019, as amended by the First Amendment to Second Lien Credit Agreement in March 2020 (the “Amended Second Lien Credit Agreement”) funded by the net proceeds from the IPO, which included outstanding principal of $242,673 and accrued interest expense of $6,050. In connection with this voluntary prepayment, the Company expensed $2,059 of previously unamortized debt issuance costs as a loss on extinguishment of debt in the unaudited condensed consolidated statements of operations and comprehensive income.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Fair Value Measurements

3 Months Ended

Mar. 31, 2022

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, 2022:


	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Interest rate swap	$	2,818	$	-	$	2,818	$	-
Liabilities:
Contingent Consideration	$	5,750	$	-	$	-	$	5,750

The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2021:


	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Interest rate swap	$	268	$	-	$	268	$	-
Liabilities:
Contingent Consideration	$	5,750	$	-	$	-	$	5,750

The Company measures the fair value of its financial assets and liabilities using the highest level of inputs that are available as of the measurement date. The carrying amounts of cash, accounts receivable, and accounts payable approximate their fair value due to the

immediate or short-term maturity of these financial instruments. See Note 10-Interest Rate Swap for additional information on the interest rate swap.

The Company’s First Lien Term Loan approximates fair value to the debt’s variable interest rate terms. As of March 31, 2022 and December 31, 2021, the fair value of the Company’s First Lien Term Loan approximated its carrying value.

The Company recognized a Level 3 contingent consideration liability in connection with the Downtowner Car Wash acquisition in December 2021. The Company 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 the Company's most recent financial projection for future periods subject to earn-out payments. There are two components to the contingent consideration: a payment when the Company obtains the certificate of occupancy for the car wash and opens to the public in 2023 and an annual payment based on certain financial metrics of the business. A change in the forecasted revenue or projected opening dates could result in a significantly lower or higher fair value measurement. The Company determined that there were no significant changes to the unobservable inputs that would have resulted in a change in fair value of this contingent consideration liability at March 31, 2022.

During the three months ended March 31, 2022 and 2021, there were no transfers between fair value measurement levels.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Interest Rate Swap

3 Months Ended

Mar. 31, 2022

Interest Rate Cash Flow Hedges [Abstract]

Interest Rate Swap

10. Interest Rate Swap

In May 2020, the Company entered into a pay-fixed, receive-floating interest rate swap (the “Swap”) to mitigate variability in forecasted interest payments on an amortizing notional of $550,000 of the Company’s variable-rate First Lien Term Loan. The Company designated the Swap as a cash flow hedge.

As of March 31, 2022, information pertaining to the Swap was as follows:


Notional Amount		Fair Value		Pay-Fixed	Receive-Floating	Maturity Date
$	543,020	$	2,818	0.308%	0.450%	October 20, 2022

As of March 31, 2022 and December 31, 2021, the current portion of the fair value of the Swap was $2,818 and $268, respectively, and is reported as a debit balance as a result of floating interest rates above fixed interest rates, and is included in prepaid expenses and other current assets in the accompanying unaudited condensed consolidated balance sheets.

As of March 31, 2022 and December 31, 2021, there were no amounts of the fair value of the Swap classified as long-term in the accompanying unaudited condensed consolidated balance sheets.

For the three months ended March 31, 2022 and 2021, amounts reported in other comprehensive income in the accompanying unaudited condensed consolidated statements of operations and comprehensive income are net of tax of $625 and $106, respectively.

Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

11. Leases

Balance sheet information related to leases consisted of the following for the periods presented:


		As of
	Classification	March 31, 2022		December 31, 2021
Assets
Operating	Operating lease right of use assets, net	$	716,745	$	718,533
Finance	Property and equipment, net		14,961		15,204
Total lease assets		$	731,706	$	733,737

Liabilities
Current
Operating	Current maturities of operating lease liability	$	37,889	$	37,345
Finance	Current maturities of finance lease liability		577		559
Long-term
Operating	Operating lease liability		714,098		717,552
Finance	Financing lease liability		15,206		15,359
Total lease liabilities		$	767,770	$	770,815

Components of total lease cost, net, consisted of the following for the periods presented:


	Three Months Ended March 31,
	2022		2021

Operating lease expense(1)	$	21,204	$	19,125
Finance lease expense
Amortization of lease assets		242		242
Interest on lease liabilities		285		294
Short-term lease expense		8		4
Variable lease expense(2)		5,141		3,924
Total	$	26,880	$	23,589

(1)

Operating lease expense includes an immaterial amount of sublease income and is included in other store operating expenses and general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income.

(2)

Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for the Company’s leases of land and buildings and is included in other store operating expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income.

The following includes supplemental information for the periods presented:


	Three Months Ended March 31,
	2022			2021
Operating cash flows from operating leases	$	21,461		$	19,527
Operating cash flows from finance leases	$	285		$	294
Financing cash flows from finance leases	$	134		$	119

Operating lease liabilities arising from obtaining ROU assets	$	7,818		$	9,357
Finance lease liabilities arising from obtaining ROU assets	$	-		$	-

Weighted-average remaining operating lease term		14.27			14.87
Weighted-average remaining finance lease term		17.08			17.95

Weighted-average operating lease discount rate		6.66	%		6.26	%
Weighted-average finance lease discount rate		7.33	%		7.33	%

As of March 31, 2022, lease obligation maturities were as follows:


Fiscal Year Ending:	Operating Leases			Finance Leases
2022 (remaining nine months)	$	64,609		$	1,264
2023		85,778			1,716
2024		85,212			1,741
2025		84,883			1,766
2026		83,877			1,792
Thereafter		781,873			22,090
Total future minimum obligations	$	1,186,232		$	30,369
Less: Present value discount		(434,245	)		(14,586	)
Present value of net future minimum lease obligations	$	751,987		$	15,783
Less: current portion		(37,889	)		(577	)
Long-term obligations	$	714,098		$	15,206

Forward-Starting Leases

As of March 31, 2022, the Company entered into six leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in the remainder of 2022, or in 2023 or 2024 with initial lease terms of 15 to 20 years.

As of December 31, 2021, the Company entered into eight leases that had not yet commenced related to build-to-suit arrangements for car wash locations. These leases will commence in the remainder of 2022 or in 2023 with initial lease terms of five to 20 years.

Sale-Leaseback Transactions

During the three months ended March 31, 2022, the Company did not complete any sale-leaseback transactions.

During the three months ended March 31, 2021, the Company completed one sale-leaseback transaction related to a car wash location for $3,667, resulting in a net loss of $270, which was included in loss on sale of assets in the accompanying unaudited condensed

consolidated statements of operations and comprehensive income. Contemporaneously with the closing of this sale, the Company entered into a lease agreement for the land and buildings for an initial 20-year term. For the sale-leaseback transaction consummated in the three months ended March 31, 2021, the cumulative initial annual rent is approximately $228, subject to annual escalations. This lease is accounted for as an operating lease.

Stockholders' Equity

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Stockholders' Equity

12. Stockholders’ Equity

As of March 31, 2022, there were 1,000,000,000 shares of common stock authorized, 304,781,405 shares of common stock issued, and 301,607,178 shares of common stock outstanding.

As of December 31, 2021, there were 1,000,000,000 shares of common stock authorized, 303,294,678 shares of common stock issued, and 300,120,451 shares of common stock outstanding.

As of March 31, 2022 and December 31, 2021, the Company had 3,174,227 shares of treasury stock. As of March 31, 2022 and December 31, 2021, the cost of treasury stock included in additional paid-in capital in the accompanying unaudited condensed consolidated balance sheets was $6,091.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 18
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

13. Stock-Based Compensation

The 2014 Plan

Under the 2014 Stock Option Plan of Hotshine Holdings, Inc. (the “2014 Plan”), the Company may grant incentive stock options or nonqualified stock options to purchase common shares of the Company to its employees, directors, officers, outside advisors and non-employee consultants.

All stock options granted under the 2014 Plan are equity-classified and have a contractual life of ten years. Under the 2014 Plan, 60% of the shares in a grant contain service-based vesting conditions and vest ratably over a five-year period and 40% of the shares in a grant contain performance-based vesting conditions (“Performance Vesting Options”). The condition for the Performance Vesting Options is a change in control or an initial public offering, where (i) 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Target Proceeds at the Measurement Date and (ii) the remaining 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Maximum Amount at the Measurement Date. Principal Stockholders is defined in the 2014 Plan as (a) Green Equity Investors VI, L.P., (b) Green Equity Investors Side VI, L.P., (c) LGP Associates VI-A, LLC, (d) LGP Associates VI-B LLC, and (e) the affiliates of the foregoing entities. Measurement Date is defined as the date of a change in control or an initial public offering, whichever comes first. The Target Proceeds and Maximum Amount are defined and measured by either multiples of invested capital or an annual compounded pre-tax internal rate of return on investment. In June 2021, the Company modified all outstanding shares of Performance Vesting Options to remove, subject to the successful completion of the IPO, the requirement that the Principal Stockholders receive the Target Proceeds and the Maximum Amount as conditions for the Performance Vesting Options to vest. The exercise prices for stock options granted under the 2014 Plan were not less than the fair market value of the common stock of the Company on the date of grant. For the avoidance of doubt, the IPO constituted a performance measurement date under the applicable option agreements for the Performance Vesting Options and the Performance Vesting Options vested in full in connection with the IPO.

The 2021 Plan

In June 2021, the Board adopted the 2021 Incentive Award Plan (the “2021 Plan”), which was subsequently approved by the Company's stockholders and became effective on June 25, 2021. Under the 2021 Plan, the Company may grant incentive stock options, nonqualified stock options, restricted stock units ("RSUs"), restricted stock, and other stock- or cash-based awards to its employees, directors, officers, and non-employee consultants. Initially, the maximum number of shares of the Company’s common stock that may be issued under the 2021 Plan is 29,800,000 new shares of common stock, which includes 256,431 shares of common stock that remained available for issuance under the 2014 Plan at June 25, 2021. In connection with the IPO, stock option and RSU awards were granted with respect to 3,726,305 shares. Any shares of common stock subject to outstanding stock awards granted under the 2014 Plan and, following June 25, 2021, terminate, expire or are otherwise forfeited, reacquired or withheld will become available for issuance under the 2021 Plan.

All stock options granted under the 2021 Plan are equity-classified and have a contractual life of ten years. Under the 2021 Plan, the stock options contain service-based vesting conditions and generally vest ratably over a three- or five-year period (collectively with stock options under the 2014 Plan, the “Time Vesting Options”). The exercise prices for stock options granted under the 2021 Plan were not less than the fair market value of the common stock of the Company on the date of grant.

RSUs granted under the 2021 Plan are equity-classified and contain service-based conditions and generally vest ratably over one- to five-year periods. Each RSU represents the right to receive one share of the Company’s common stock upon vesting. The fair value is calculated based upon the Company’s closing stock price on the date of grant, and the stock-based compensation expense is recognized over the requisite service period, which is generally the vesting period.

The 2014 Plan and 2021 Plan are administered by the Board or, at the discretion of the Board, by a committee thereof. The exercise prices for stock options, the vesting of awards, and other restrictions are determined at the discretion of the Board, or its committee if so delegated.

The 2021 ESPP

In June 2021, the Board adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”), which was subsequently approved by the Company’s stockholders and became effective in June 2021. The 2021 ESPP authorizes the initial issuance of up to 5,000,000 shares of the Company’s common stock to eligible employees of the Company or, as designated by the Board, employees of a related company. The 2021 ESPP provides for offering periods not to exceed 27 months, and each offering period will include purchase periods. The Company determined that offering periods would commence at approximately the six-month period beginning with an enrollment date and ending with the next exercise date, except that the first offering period commenced on the effective date of the Company's registration statement and ended on November 9, 2021.

The 2021 ESPP provides that the number of shares reserved and available for issuance under the 2021 ESPP will automatically increase on January 1 of each calendar year from January 1, 2022 through January 1, 2031 by an amount equal to the lesser of (i) 0.5% of the outstanding number of shares of common stock on the immediately preceding December 31 and (ii) such lesser number of shares of common stock as determined by the Board. The number of shares reserved and available for issuance under the 2021 ESPP as of January 1, 2022 is 6,057,993.

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,
	2022
Expected volatility	34.33%
Risk-free interest rate	0.07%
Expected term (in years)	0.49
Expected dividend yield	None

Time Vesting Options

The following table presents, on a weighted-average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant date fair value of Time Vesting Options granted under the 2014 Plan and 2021 Plan during the periods presented:


	Three Months Ended March 31,
	2022	2021
Expected volatility	-	40.83%
Risk-free interest rate	-	0.90%
Expected term (in years)	-	6.5
Expected dividend yield	-	None

Performance 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 Performance Vesting Options granted under the 2014 Plan during the periods presented:


	Three Months Ended March 31,
	2022	2021
Expected volatility	-	60.00%
Risk-free interest rate	-	0.63%
Expected term (in years)	-	5.2
Expected dividend yield	-	None

Stock Options

A summary of the Company’s 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, 2021		18,513,356			12,239,595			30,752,951		$	2.01
Granted	-			-				-		$	-
Exercised		(853,231	)		(633,496	)		(1,486,727	)	$	0.86
Forfeited		(113,330	)	-				(113,330	)	$	9.79
Outstanding as of March 31, 2022		17,546,795			11,606,099			29,152,894		$	2.04
Options vested or expected to vest as of March 31, 2022		16,839,236			11,606,099			28,445,335		$	3.36
Options exercisable as of March 31, 2022		12,686,120			11,606,099			24,292,219		$	0.84

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 Grant Date Fair Value
	Time Vesting Options			Performance Vesting Options	Time Vesting Options		Performance Vesting Options
Non-vested as of December 31, 2021		5,266,469		-	$	3.45	$	-
Non-vested as of March 31, 2022		4,738,227		-	$	3.58	$	-
Granted during the period	-			-	$	-	$	-
Vested during the period		(414,912	)	-	$	1.53	$	-
Forfeited/canceled during the period		(113,330	)	-	$	4.51	$	-

There were no grants of Time Vesting Options or Performance Vesting Options during the three months ended March 31, 2022.

The fair value of stock options vested during the three months ended March 31, 2022 was $7,420.

As of March 31, 2022, the weighted-average remaining contractual life of outstanding stock options was approximately 4.53 years.

Restricted Stock Units

The following table summarizes the Company’s RSU activity since December 31, 2021:


	Restricted Stock Units			Weighted-Average Grant Date Fair Value
Unvested as of December 31, 2021		1,683,077		$	15.14
Granted		-		$	-
Vested		-		$	-
Forfeited		(53,941	)	$	15.03
Unvested as of March 31, 2022		1,629,136		$	15.15

There were no RSUs that vested during the three months ended March 31, 2022.

As of March 31, 2022, the weighted-average remaining contractual life of outstanding RSUs was approximately 9.27 years.

Stock-Based Compensation Expense

The Company estimated a forfeiture rate of 6.96% for awards with service-based vesting conditions based on historical experience and future expectations of the vesting of these share-based payments. The Company used this rate as an assumption in calculating stock-based compensation expense for Time Vesting Options, RSUs, and stock purchase rights granted under the 2021 ESPP.

Total stock-based compensation expense, by caption, recorded in the unaudited condensed consolidated statements of operations and comprehensive income for the periods presented is as follows:


	Three Months Ended March 31,
	2022		2021
Cost of labor and chemicals	$	1,871	$	-
General and administrative		3,648		310
Total stock-based compensation expense	$	5,519	$	310

Total stock-based compensation expense, by award type, recorded in the unaudited condensed consolidated statements of operations and comprehensive income for the periods presented is as follows:


	Three Months Ended March 31,
	2022		2021
Time Vesting Options	$	1,920	$	310
RSUs		3,226		-
2021 ESPP		373		-
Total stock-based compensation expense	$	5,519	$	310

As of March 31, 2022, total unrecognized compensation expense related to unvested Time Vesting Options was $10,095, which is expected to be recognized over a weighted-average period of 3.16 years.

As of March 31, 2022, 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, 2022, total unrecognized compensation expense related to unvested RSUs was $13,105, which is expected to be recognized over a weighted-average period of 3.02 years.

As of March 31, 2022, total unrecognized compensation expense related to unvested stock purchase rights under the 2021 ESPP was $207, which is expected to be recognized over a weighted-average period of 0.13 years.

Modification of Stock Options

In February 2021, the Company modified a total of 7,874,304 shares of Performance Vesting Options for 12 grantees to provide for an additional service-based vesting condition related to the acceleration of vesting in connection with a grantees’ death. The modification resulted in an incremental increase to unrecognized compensation expense related to unvested Performance Vesting Options of $75,217, which was recognized in June 2021 in connection with the completion of the IPO. The Company did not recognize current incremental stock-based compensation expense in connection with the modification during the three months ended March 31, 2021 because the grants vest upon the earlier of a performance condition or a service condition.

In June 2021, the Company modified all outstanding shares of Performance Vesting Options to remove, subject to the successful completion of the IPO, the requirement that the Principal Stockholders receive the Target Proceeds and the Maximum Amount as conditions for the Performance Vesting Options to vest. This modification resulted in incremental stock-based compensation expense of $117,708, which was recognized in the three months ended June 30, 2021 in connection with the completion of the IPO.

Business Combinations

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Business Combinations

14. Business Combinations

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

The Company accounts for business combinations under the acquisition method of accounting. The assets acquired and liabilities assumed in connection with business acquisitions are recorded at the date of acquisition at their estimated fair values, with any excess of the purchase price over the estimated fair values of the net assets acquired and intangible assets assigned, recorded as goodwill. Significant judgment is required in estimating the fair value of assets acquired and liabilities assumed and in assigning their respective useful lives. Accordingly, the Company may engage third-party valuation specialists to assist in these determinations. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management; but are inherently uncertain.

The unaudited condensed consolidated financial statements reflect the operations of an acquired business starting from the effective date of the acquisition. The Company expensed $129 and $149 of acquisition-related costs for the three months ended March 31, 2022 and 2021, respectively. These acquisition-related costs are expensed as incurred and are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income.

For the three months ended March 31, 2022 and 2021, the amount of acquired goodwill that is not deductible for income tax purposes was not material.

2022 Acquisitions

The Company has not consummated any acquisitions during the three months ended March 31, 2022.

2021 Acquisitions

In 2021, the Company acquired the assets and liabilities of 37 conveyorized car washes in five acquisitions for total consideration of approximately $524,839, which was paid in cash. These acquisitions resulted in the preliminary recognition of $323,477 of goodwill, $202,708 of property and equipment, $4,300 of intangible assets related to customer relationships, $3,970 of intangible assets related to covenants not to compete, and $9,665 of net liabilities. In connection with the Downtowner Car Wash acquisition, the Company

recognized a contingent consideration liability of $5,750. See Note 9 Fair Value Measurements for additional information regarding the contingent consideration liability.

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

The acquisitions were located in the following markets:


Location (Seller)	Number of Washes	Month Acquired
Florida (Superwash Express)	5	June
Texas (Super Suds Car Wash)	1	July
Texas (Daddy O's Car Wash)	3	November
Florida (Downtowner Car Wash)	5	December
Florida (Clean Streak Ventures LLC)	23	December

Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions

15. Related-Party Transactions

For various advisory and monitoring services provided to the Company, Leonard Green & Partners ("LGP"), the majority owner of the Company, historically received $1,000 annually for various advisory and monitoring services provided to the Company pursuant to a management services agreement. For the three months ended March 31, 2021, total fees and expenses paid by the Company to LGP was $250. Fees and expenses paid to LGP are included in general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income. The management services agreement terminated in June 2021 upon the consummation of the IPO.

LGP was one of the Company’s creditors under the Amended Second Lien Credit Agreement with an investment in 2020 of $5,625 in the Second Lien Term Loan. The Company made a voluntary prepayment of all outstanding balances under the Second Lien Term Loan in June 2021. See Note 8 Debt for additional information.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

16. Commitments and Contingencies

Litigation

From time to time, the Company is party to pending or threatened lawsuits arising out of or incident to the ordinary course of business. The Company carries professional and general liability insurance coverage and other insurance coverages. In the opinion of management and upon consultation with legal counsel, none of the pending or threatened lawsuits will have a material effect upon the consolidated financial position, operations, or cash flows of the Company.

Insurance

The Company carries 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, 2022 and December 31, 2021, the Company accrued $3,230 and $3,169, respectively, for assessments on insurance claims filed, which are included in other accrued expenses in the accompanying unaudited condensed consolidated balance sheets. As of March 31, 2022 and December 31, 2021, the Company recorded $2,646 and $2,594, respectively, in receivables from its non-healthcare insurance carriers related to these insurance claims, which are included in other receivables in the accompanying unaudited condensed consolidated balance sheets. The receivables are paid when the claim is finalized and the reserved amounts on these claims are expected to be paid within one year.

Environmental Matters

Operations at certain facilities currently or previously owned or leased by the Company utilize, or in the past have utilized, hazardous substances generally in compliance with applicable law. Periodically, the Company has had minor claims asserted against it by regulatory agencies or private parties for environmental matters relating to the handling of hazardous substances by the Company, and it has incurred obligations for investigations or remedial actions with respect to certain of these matters. There can be no assurances that activities at these facilities, or future facilities owned or operated by the Company, may not result in additional environmental claims being asserted against the Company or additional investigations or remedial actions being required. The Company is not aware of any significant remediation matters as of March 31, 2022. Because of various factors including the difficulty of identifying the responsible parties for any particular site, the complexity of determining the relative liability among them, the uncertainty as to the most desirable remediation techniques and the amount of damages and clean-up costs and the time period during which such costs may be incurred, the Company is unable to reasonably estimate the ultimate cost of claims asserted against the Company related to environmental matters; however, the Company does not believe such costs will be material to its unaudited condensed consolidated financial statements.

In addition to potential claims asserted against the Company, there are certain regulatory obligations associated with these facilities. The Company also has a third-party specialist to review the sites subject to these regulations annually, for the purpose of assigning

future cost. A third party has conducted a preliminary assessment of site restoration provisions arising from these regulations and the Company has recognized a provisional amount. As of March 31, 2022 and December 31, 2021, the Company recorded an environmental remediation accrual of $12, which is included in other accrued expenses in the accompanying unaudited condensed consolidated balance sheets.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company. All material intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Accounts Receivable, Net

Other Receivables

Other receivables consisted of the following for the periods presented:


	As of
	March 31, 2022		December 31, 2021
Payroll tax withholding and exercise proceeds receivable	$	—	$	8,477
Construction receivable		5,911		5,574
Income tax receivable		2,343		4,935
Insurance receivable		2,646		2,594
Other		1,833		1,216
Total other receivables	$	12,733	$	22,796

Inventory

Inventory, Net

Inventory consisted of the following for the periods presented:


	As of
	March 31, 2022			December 31, 2021
Chemical washing solutions	$	7,055		$	6,406
Other		81			52
Total inventory, gross		7,136			6,458
Reserve for obsolescence		(136	)		(124	)
Total inventory, net	$	7,000		$	6,334

The activity in the reserve for obsolescence was immaterial for the three months ended March 31, 2022 and 2021.

Revenue Recognition

The following table summarizes the composition of the Company’s revenue, net for the periods presented:


	Three Months Ended March 31,
	2022		2021
Recognized over time	$	140,874	$	108,270
Recognized at a point in time		78,008		66,322
Other revenue		537		916
Net revenues	$	219,419	$	175,508

Net Income Per Share


	Three Months Ended March 31,
	2022		2021
Numerator:
Net income	$	35,488	$	24,584

Denominator:
Weighted-average common shares outstanding - basic		300,931,453		262,151,037
Effect of potentially dilutive securities:
Stock options		27,010,017		16,203,426
Restricted stock units		1,230,967		-
Weighted-average common shares outstanding - diluted		329,172,437		278,354,463

Net income per share - basic	$	0.12	$	0.09
Net income per share - diluted	$	0.11	$	0.09

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,
	2022		2021
Stock options		2,041,141		458,152

Deferred Offering Costs

Prior Period Reclassification

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Schedule of Other Receivables


	As of
	March 31, 2022		December 31, 2021
Payroll tax withholding and exercise proceeds receivable	$	—	$	8,477
Construction receivable		5,911		5,574
Income tax receivable		2,343		4,935
Insurance receivable		2,646		2,594
Other		1,833		1,216
Total other receivables	$	12,733	$	22,796

Schedule of Inventory

Inventory consisted of the following for the periods presented:


	As of
	March 31, 2022			December 31, 2021
Chemical washing solutions	$	7,055		$	6,406
Other		81			52
Total inventory, gross		7,136			6,458
Reserve for obsolescence		(136	)		(124	)
Total inventory, net	$	7,000		$	6,334

Schedule of Composition of Revenue

The following table summarizes the composition of the Company’s revenue, net for the periods presented:


	Three Months Ended March 31,
	2022		2021
Recognized over time	$	140,874	$	108,270
Recognized at a point in time		78,008		66,322
Other revenue		537		916
Net revenues	$	219,419	$	175,508

Schedule of Reconciliations of Numerators and Denominators of Basic and Diluted Net (Loss) Income Per Share

Reconciliations of the numerators and denominators of the basic and diluted net income per share calculations for the periods presented are as follows:


	Three Months Ended March 31,
	2022		2021
Numerator:
Net income	$	35,488	$	24,584

Denominator:
Weighted-average common shares outstanding - basic		300,931,453		262,151,037
Effect of potentially dilutive securities:
Stock options		27,010,017		16,203,426
Restricted stock units		1,230,967		-
Weighted-average common shares outstanding - diluted		329,172,437		278,354,463

Net income per share - basic	$	0.12	$	0.09
Net income per share - diluted	$	0.11	$	0.09

Schedule of Antidilutive Shares Excluded from Computation of Diluted (Loss) 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,
	2022		2021
Stock options		2,041,141		458,152

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2022

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, 2022			December 31, 2021
Land	$	87,072		$	81,911
Buildings and improvements		177,301			171,540
Finance leases		16,497			16,497
Leasehold improvements		96,704			92,821
Vehicles and equipment		191,464			188,053
Furniture, fixtures and equipment		76,848			73,213
Construction in progress		31,407			24,724
Property and equipment, gross		677,293			648,759
Less: accumulated depreciation		(187,860	)		(175,017	)
Less: accumulated depreciation - finance leases		(1,536	)		(1,294	)
Property and equipment, net	$	487,897		$	472,448

Other Intangible Assets, Net (Tables)

3 Months Ended

Mar. 31, 2022

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, 2022				December 31, 2021
	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Trade names and Trademarks	$	107,200	$	100	$	107,200	$	-
CPC Unity System		42,900		32,663		42,900		31,591
Customer relationships		11,800		7,726		11,800		7,584
Covenants not to compete		11,075		4,434		11,075		3,980
	$	172,975	$	44,923	$	172,975	$	43,155

Summary of Estimated Amortization Expense

As of March 31, 2022, estimated future amortization expense was as follows:


Fiscal Year Ending:
2022 (remaining nine months)	$	5,728
2023		6,664
2024		4,793
2025		1,317
2026		1,250
Thereafter		1,200
Total estimated future amortization expense	$	20,952

Goodwill (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

Goodwill consisted of the following for the periods presented:


	As of
	March 31, 2022		December 31, 2021
Balance at beginning of period	$	1,060,221	$	737,415
Current period acquisitions		-		323,477
Other provisional adjustments		545		(671	)
Balance at end of period	$	1,060,766	$	1,060,221

Other Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Other Accrued Expenses

Other accrued expenses consisted of the following for the periods presented:


	As of
	March 31, 2022		December 31, 2021
Utilities	$	4,601	$	4,274
Accrued other tax expense		6,593		8,088
Insurance expense		3,304		3,200
Other		5,907		4,639
Total other accrued expenses	$	20,405	$	20,201

Debt (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt

The Company’s long-term debt consisted of the following as of the periods presented:


	As of
	March 31, 2022			December 31, 2021
Credit agreement
First lien term loan	$	901,201		$	903,301
Less: unamortized discount and debt issuance costs		(6,572	)		(6,965	)
First lien term loan, net		894,629			896,336

Total long-term portion of debt, net	$	894,629		$	896,336

Schedule of Annual Maturities of Debt

As of March 31, 2022, annual maturities of debt were as follows:


Fiscal Year Ending:
2022 (remaining nine months)	$	-
2023		-
2024		-
2025		-
2026		901,201
Thereafter		-
Total maturities of debt	$	901,201

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

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, 2022:


	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Interest rate swap	$	2,818	$	-	$	2,818	$	-
Liabilities:
Contingent Consideration	$	5,750	$	-	$	-	$	5,750

The following table presents financial liabilities which are measured at fair value on a recurring basis as of December 31, 2021:


	Fair Value Measurements
	Total		Level 1		Level 2		Level 3
Assets:
Interest rate swap	$	268	$	-	$	268	$	-
Liabilities:
Contingent Consideration	$	5,750	$	-	$	-	$	5,750

Interest Rate Swap (Tables)

3 Months Ended

Mar. 31, 2022

Interest Rate Cash Flow Hedges [Abstract]

Schedule of Interest Rate Swap

As of March 31, 2022, information pertaining to the Swap was as follows:


Notional Amount		Fair Value		Pay-Fixed	Receive-Floating	Maturity Date
$	543,020	$	2,818	0.308%	0.450%	October 20, 2022

Leases (Tables)

3 Months Ended

Mar. 31, 2022

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, 2022		December 31, 2021
Assets
Operating	Operating lease right of use assets, net	$	716,745	$	718,533
Finance	Property and equipment, net		14,961		15,204
Total lease assets		$	731,706	$	733,737

Liabilities
Current
Operating	Current maturities of operating lease liability	$	37,889	$	37,345
Finance	Current maturities of finance lease liability		577		559
Long-term
Operating	Operating lease liability		714,098		717,552
Finance	Financing lease liability		15,206		15,359
Total lease liabilities		$	767,770	$	770,815

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,
	2022		2021

Operating lease expense(1)	$	21,204	$	19,125
Finance lease expense
Amortization of lease assets		242		242
Interest on lease liabilities		285		294
Short-term lease expense		8		4
Variable lease expense(2)		5,141		3,924
Total	$	26,880	$	23,589

(1)

(2)

Summary of Supplemental Information of Leases

The following includes supplemental information for the periods presented:


	Three Months Ended March 31,
	2022			2021
Operating cash flows from operating leases	$	21,461		$	19,527
Operating cash flows from finance leases	$	285		$	294
Financing cash flows from finance leases	$	134		$	119

Operating lease liabilities arising from obtaining ROU assets	$	7,818		$	9,357
Finance lease liabilities arising from obtaining ROU assets	$	-		$	-

Weighted-average remaining operating lease term		14.27			14.87
Weighted-average remaining finance lease term		17.08			17.95

Weighted-average operating lease discount rate		6.66	%		6.26	%
Weighted-average finance lease discount rate		7.33	%		7.33	%

Schedule of Lease Obligation Maturities

As of March 31, 2022, lease obligation maturities were as follows:


Fiscal Year Ending:	Operating Leases			Finance Leases
2022 (remaining nine months)	$	64,609		$	1,264
2023		85,778			1,716
2024		85,212			1,741
2025		84,883			1,766
2026		83,877			1,792
Thereafter		781,873			22,090
Total future minimum obligations	$	1,186,232		$	30,369
Less: Present value discount		(434,245	)		(14,586	)
Present value of net future minimum lease obligations	$	751,987		$	15,783
Less: current portion		(37,889	)		(577	)
Long-term obligations	$	714,098		$	15,206

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

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


	Three Months Ended March 31,
	2022
Expected volatility	34.33%
Risk-free interest rate	0.07%
Expected term (in years)	0.49
Expected dividend yield	None

Summary of Stock Option Activity

A summary of the Company’s 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, 2021		18,513,356			12,239,595			30,752,951		$	2.01
Granted	-			-				-		$	-
Exercised		(853,231	)		(633,496	)		(1,486,727	)	$	0.86
Forfeited		(113,330	)	-				(113,330	)	$	9.79
Outstanding as of March 31, 2022		17,546,795			11,606,099			29,152,894		$	2.04
Options vested or expected to vest as of March 31, 2022		16,839,236			11,606,099			28,445,335		$	3.36
Options exercisable as of March 31, 2022		12,686,120			11,606,099			24,292,219		$	0.84

Schedule of Weighted Average Grant Date Fair Value of Stock Options

The number and weighted-average grant date fair value of stock options during the period presented are as follows:


	Number of Stock Options				Weighted-Average Grant Date Fair Value
	Time Vesting Options			Performance Vesting Options	Time Vesting Options		Performance Vesting Options
Non-vested as of December 31, 2021		5,266,469		-	$	3.45	$	-
Non-vested as of March 31, 2022		4,738,227		-	$	3.58	$	-
Granted during the period	-			-	$	-	$	-
Vested during the period		(414,912	)	-	$	1.53	$	-
Forfeited/canceled during the period		(113,330	)	-	$	4.51	$	-

Summary of Restricted Stock Activity

The following table summarizes the Company’s RSU activity since December 31, 2021:


	Restricted Stock Units			Weighted-Average Grant Date Fair Value
Unvested as of December 31, 2021		1,683,077		$	15.14
Granted		-		$	-
Vested		-		$	-
Forfeited		(53,941	)	$	15.03
Unvested as of March 31, 2022		1,629,136		$	15.15

Summary of Stock-Based Compensation Expense

Total stock-based compensation expense, by caption, recorded in the unaudited condensed consolidated statements of operations and comprehensive income for the periods presented is as follows:


	Three Months Ended March 31,
	2022		2021
Cost of labor and chemicals	$	1,871	$	-
General and administrative		3,648		310
Total stock-based compensation expense	$	5,519	$	310

Total stock-based compensation expense, by award type, recorded in the unaudited condensed consolidated statements of operations and comprehensive income for the periods presented is as follows:


	Three Months Ended March 31,
	2022		2021
Time Vesting Options	$	1,920	$	310
RSUs		3,226		-
2021 ESPP		373		-
Total stock-based compensation expense	$	5,519	$	310

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


	Three Months Ended March 31,
	2022	2021
Expected volatility	-	40.83%
Risk-free interest rate	-	0.90%
Expected term (in years)	-	6.5
Expected dividend yield	-	None

Performance 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


	Three Months Ended March 31,
	2022	2021
Expected volatility	-	60.00%
Risk-free interest rate	-	0.63%
Expected term (in years)	-	5.2
Expected dividend yield	-	None

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2022

Schedule of Business Acquisitions

The acquisitions were located in the following markets:


Location (Seller)	Number of Washes	Month Acquired
Florida (Superwash Express)	5	June
Texas (Super Suds Car Wash)	1	July
Texas (Daddy O's Car Wash)	3	November
Florida (Downtowner Car Wash)	5	December
Florida (Clean Streak Ventures LLC)	23	December

Nature of Business - Additional Information (Details) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended
	Aug. 31, 2021 USD ($) shares	Mar. 31, 2022 USD ($) CarWash State $ / shares shares	Dec. 31, 2021 shares
Nature Of Business [Line Items]
Disposal date of operations		Mar. 31, 2022
Number of states in entity operates \| State		21
Stock split		96-for-1
Common stock, shares authorized		1,000,000,000	1,000,000,000
Common stock shares issued		304,781,405	303,294,678
Retail Site
Nature Of Business [Line Items]
Number of operating segments \| CarWash		399
Initial Public Offering
Nature Of Business [Line Items]
Common stock shares issued		43,125,000
Stock, price per share \| $ / shares		$ 15.00
Shares, issued		31,250,000
Issuance of common stock pursuant to initial public offering , Shares		11,875,000
Proceeds from issuance of common stock pursuant to initial public offering \| $		$ 468,750
Underwriters
Nature Of Business [Line Items]
Issuance of common stock pursuant to initial public offering , Shares		5,625,000
Secondary Public Offering
Nature Of Business [Line Items]
Common stock shares issued	12,000,000
Secondary public offering issuance cost \| $	$ 498

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 78	$ 70
Deferred offering costs	$ 0	$ 0

Summary of Significant Accounting Policies - Schedule of Other Receivables (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Payroll tax withholding and exercise proceeds receivable	$ 0	$ 8,477
Construction receivable	5,911	5,574
Income tax receivable	2,343	4,935
Insurance receivable	2,646	2,594
Other	1,833	1,216
Total other receivables	$ 12,733	$ 22,796

Summary of Significant Accounting Policies - Schedule of Inventory (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Chemical washing solutions	$ 7,055	$ 6,406
Other	81	52
Total inventory, gross	7,136	6,458
Reserve for obsolescence	(136)	(124)
Total inventory, net	$ 7,000	$ 6,334

Summary of Significant Accounting Policies - Schedule of Composition of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation Of Revenue [Line Items]
Net revenues	$ 219,419	$ 175,508
Recognized Over Time
Disaggregation Of Revenue [Line Items]
Net revenues	140,874	108,270
Recognized at a Point in Time
Disaggregation Of Revenue [Line Items]
Net revenues	78,008	66,322
Other Revenue
Disaggregation Of Revenue [Line Items]
Net revenues	$ 537	$ 916

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Summary of Significant Accounting Policies - Schedule of Reconciliations of Numerators and Denominators of Basic and Diluted Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Numerator:
Net income	$ 35,488	$ 24,584
Denominator:
Weighted-average common shares outstanding - basic	300,931,453	262,151,037
Effect of potentially dilutive securities:
Weighted Average Number DilutedShares Outstanding Adjustment	329,172,437	278,354,463
Weighted-average common shares outstanding - diluted	329,172,437	278,354,463
Net income per share - basic	$ 0.12	$ 0.09
Net income per share - diluted	$ 0.11	$ 0.09
Stock Options
Effect of potentially dilutive securities:
Weighted Average Number DilutedShares Outstanding Adjustment	27,010,017	16,203,426
Restricted Stock Units
Effect of potentially dilutive securities:
Weighted Average Number DilutedShares Outstanding Adjustment	1,230,967	0

Summary of Significant Accounting Policies - Schedule of Antidilutive Shares Excluded from Computation of Diluted (Loss) Net Income Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	2,041,141	458,152

Property and Equipment, Net - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 677,293	$ 648,759
Less: accumulated depreciation	(187,860)	(175,017)
Less: accumulated depreciation - finance leases	(1,536)	(1,294)
Property and equipment, net	487,897	472,448
Land [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	87,072	81,911
Buildings and Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	177,301	171,540
Finance Leases [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	16,497	16,497
Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	96,704	92,821
Vehicles and Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	191,464	188,053
Furniture, Fixtures and Equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	76,848	73,213
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 31,407	$ 24,724

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 12,934	$ 9,971
Amortization expense	$ 242	$ 242

Other Intangible Assets, Net - Summary of Components of Other Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 172,975	$ 172,975
Accumulated Amortization	44,923	43,155
Trade names and Trademarks
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	107,200	107,200
Accumulated Amortization	100	0
C P C Unity System
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	42,900	42,900
Accumulated Amortization	32,663	31,591
Customer Relationships
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	11,800	11,800
Accumulated Amortization	7,726	7,584
Covenants Not to Compete
Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	11,075	11,075
Accumulated Amortization	$ 4,434	$ 3,980

Other Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Amortization of Intangible Assets	$ 1,769	$ 1,437

Other Intangible Assets, Net - Summary of Estimated Amortization Expense (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Intangible Assets, Net (Excluding Goodwill) [Abstract]
2022 (remaining nine months)	$ 5,728
2023	6,664
2024	4,793
2025	1,317
2026	1,250
Thereafter	1,200
Total estimated future amortization expense	$ 20,952

Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Balance at beginning of period	$ 1,060,221	$ 737,415
Current period acquisitions	0	323,477
Other provisional adjustments	545	(671)
Balance at end of period	$ 1,060,766	$ 1,060,221

Other Accrued Expenses - Schedule of Other Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Utilities	$ 4,601	$ 4,274
Accrued other tax expense	6,593	8,088
Insurance expense	3,304	3,200
Other	5,907	4,639
Total other accrued expenses	$ 20,405	$ 20,201

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Effective Income Tax Rate	18.90%	25.40%
Year to provision for income tax effective tax rate	27.00%	25.40%
Favourable tax impact	$ 3,537
Unrecognized tax benefits	$ 0	$ 0

Debt - Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Term Loan	$ 901,201
Total Long-term portion of debt, net	894,629	$ 896,336
Senior Notes [Member] \| First Lien Credit Agreement [Member]
Debt Instrument [Line Items]
Term Loan	901,201	903,301
Less: unamortized discount and debt issuance costs	(6,572)	(6,965)
First lien term loan, net	$ 894,629	$ 896,336

Debt - Schedule of Annual Maturities of Debt (Details) $ in Thousands	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
2022 (remaining three months)	$ 0
2023	0
2024	0
2025	0
2025	901,201
Thereafter	0
Total maturities of debt	$ 901,201

Debt - Additional Information (Details) - USD ($) $ in Thousands		1 Months Ended		3 Months Ended		6 Months Ended	12 Months Ended
	Aug. 21, 2014	Jun. 30, 2021	Feb. 29, 2020	Mar. 31, 2022	Mar. 31, 2021	Jun. 30, 2021	Dec. 31, 2021
Debt Instrument [Line Items]
Unamortized deferred financing costs				$ 7,008			$ 7,427
Accumulated amortization of deferred financing costs				3,167			$ 2,748
Amortization of deferred financing costs				$ 419	$ 356
Long-term Debt, Description				Under the Credit Agreement and with respect to the First Lien Term Loan, the Company had the option of selecting either (i) a Base Rate interest rate plus fixed margin of 2.25% or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a fixed margin of 3.25%.
Debt Instrument, Interest Rate, Effective Percentage				3.46%			3.10%
Gain (Loss) on Extinguishment of Debt						$ (1,037)
Repayments of Long-term Debt						190,400
Amount Outstanding				$ 901,201
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage				0.25%			0.25%
Long-term Debt, Excluding Current Maturities				$ 894,629			$ 896,336
Standby Letters of Credit
Debt Instrument [Line Items]
Letter of Credit, Expiration				Any letter of credit issued under the Credit Agreement has an expiration date which is the earlier of (i) no later than 12 months from the date of issuance or (ii) five business days prior to the maturity date of the Revolving Commitment, as amended under Amendment No. 2
Letters of Credit Outstanding, Amount				$ 558			497
Standby Letters of Credit				10,000
Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.50%
Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.00%
First Lien Term Loan
Debt Instrument [Line Items]
Long-term Debt, Description			changed the interest rate spreads associated with the A&R First Lien Credit Agreement where (i) the variable margin associated with the Base Rate interest rate plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 2.25% to 2.50% to 2.00% to 2.25% and (ii) the variable margin associated with the Eurodollar Rate interest rate for one, two, three or six months plus a variable margin based on the Company’s First Lien Net Leverage Ratio changed from 3.25% to 3.50% to 3.00% to 3.25%.
Proceeds from debt borrowings							285,962
Amount Outstanding				901,201			903,301
First Lien Term Loan \| Line of Credit
Debt Instrument [Line Items]
Revolving Commitment				$ 150,000
First Lien Term Loan \| Minimum
Debt Instrument [Line Items]
Maximum Available Borrowing Capacity							290,000
First Lien Term Loan \| Maximum
Debt Instrument [Line Items]
Maximum Available Borrowing Capacity							903,301
Second Lien Credit Agreement
Debt Instrument [Line Items]
Gain (Loss) on Extinguishment of Debt						(2,059)
Repayments of Long-term Debt						242,673
Accrued Interest Expense						6,050
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt, Description				Under the Credit Agreement and with respect to the Revolving Commitment, the Company had the option of selecting either (i) a Base Rate interest rate plus a variable margin of 2.50% to 3.00%, based on the Company’s First Lien Net Debt Leverage Ratio, or (ii) a Eurodollar (LIBOR) interest rate for one, two, three or six months plus a variable margin of 3.50% to 4.00%, based on the Company’s First Lien Net Leverage Ratio.
Gain (Loss) on Extinguishment of Debt		$ (87)
Maximum Available Borrowing Capacity				$ 149,442			149,503
Revolving Commitment				9,442			9,503
Amount Outstanding				$ 0			$ 0
Revolving Credit Facility [Member] \| Minimum
Debt Instrument [Line Items]
Maximum Available Borrowing Capacity		75,000				75,000
Revolving Credit Facility [Member] \| Maximum
Debt Instrument [Line Items]
Maximum Available Borrowing Capacity		$ 150,000				$ 150,000
London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	2.25%
LIBOR Margin
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.25%
Eurodollar \| Minimum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	3.50%
Eurodollar \| Maximum
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate	4.00%

Fair Value Measurements - Summary of Financial Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Contingent Consideration [Member]
Liabilities:
Liabilities, fair value disclosure	$ 5,750	$ 5,750
Interest Rate Swap [Member]
Assets:
Assets, fair value disclosure	2,818	268
Level 1 \| Contingent Consideration [Member]
Liabilities:
Liabilities, fair value disclosure	0	0
Level 1 \| Interest Rate Swap [Member]
Assets:
Assets, fair value disclosure	0
Level 2 \| Contingent Consideration [Member]
Liabilities:
Liabilities, fair value disclosure	0	0
Level 2 \| Interest Rate Swap [Member]
Assets:
Assets, fair value disclosure	2,818	268
Level 3
Assets:
Assets, fair value disclosure	0	0
Liabilities:
Liabilities, fair value disclosure	0	0
Level 3 \| Contingent Consideration [Member]
Liabilities:
Liabilities, fair value disclosure	5,750	5,750
Level 3 \| Interest Rate Swap [Member]
Assets:
Assets, fair value disclosure	$ 0

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value, assets, level 1 to level 2 transfers, amount	$ 0	$ 0
Fair value, assets, level 2 to level 1 transfers, amount	0	0
Fair value, assets transfers into level 3, amount	0	0
Fair value, assets transfers out of level 3, amount	0	0
Fair value, liabilities, level 1 to level 2 transfers, amount	0	0
Fair value, liabilities, level 2 to level 1 transfers, amount	0	0
Fair value, liabilities transfers into level 3, amount	0	$ 0
Change in fair value of contingent consideration	0
Level 3
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value disclosure	0		$ 0
Liabilities, fair value disclosure	$ 0		$ 0

Interest Rate Swap - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021	May 31, 2020
Derivatives Fair Value [Line Items]
Derivative, Notional Amount	$ 543,020
Interest Rate Swap \| Cash Flow Hedging
Derivatives Fair Value [Line Items]
Other comprehensive income (loss)	625	$ 106
Interest Rate Swap \| Cash Flow Hedging \| Prepaid Expenses And Other Current Assets
Derivatives Fair Value [Line Items]
Derivative Liability, Current	2,818		$ 268
Interest Rate Swap \| Cash Flow Hedging \| Long Term Liability
Derivatives Fair Value [Line Items]
Derivative liability, Non-current	$ 0		$ 0
Interest Rate Swap \| Designated as Hedging Instrument \| Cash Flow Hedging
Derivatives Fair Value [Line Items]
Derivative, Notional Amount				$ 550,000

Interest Rate Swap - Schedule of Interest Rate Swap (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Interest Rate Cash Flow Hedges [Abstract]
Derivative, Notional Amount	$ 543,020
Fair Value	$ 2,818
Pay-Fixed	0.308%
Receive-Floating	0.45%
Maturity Date	Oct. 20, 2022

Leases - Schedule of Balance Sheet Information Related to Leases (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Assets
Operating lease right of use assets, net	$ 716,745	$ 718,533
Property and equipment, net	487,897	472,448
Total lease assets	731,706	733,737
Current
Current maturities of operating lease liability	37,889	37,345
Current maturities of finance lease liability	577	559
Long-term
Operating lease liability	714,098	717,552
Financing lease liability	15,206	15,359
Total lease laibilities	767,770	770,815
Finance Lease [Member]
Assets
Property and equipment, net	$ 14,961	$ 15,204

Leases - Summary of Components of Total Lease Cost (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2022

Mar. 31, 2021

Leases [Abstract]

Operating lease expense

^[1]

$ 21,204

$ 19,125

Amortization of lease assets

242

Interest on lease liabilities

285

294

Short-term lease expense

Variable lease expense

^[2]

5,141

3,924

Total

$ 26,880

$ 23,589

[1]	Operating lease expense includes an immaterial amount of sublease income and is included in other store operating expenses and general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income.
[2]	Variable lease costs consist of property taxes, property insurance, and common area or other maintenance costs for the Company’s leases of land and buildings and is included in other store operating expenses in the accompanying unaudited condensed consolidated statements of operations and comprehensive income.

Leases - Summary of Supplemental Information of Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating cash flows from operating leases	$ 21,461	$ 19,527
Operating cash flows from finance leases	285	294
Financing cash flows from finance leases	134	119
Operating lease liabilities arising from obtaining ROU assets	7,818	9,357
Finance lease liabilities arising from obtaining ROU assets	$ 0	$ 0
Weighted-average remaining operating lease term	14 years 3 months 7 days	14 years 10 months 13 days
Weighted-average remaining finance lease term	17 years 29 days	17 years 11 months 12 days
Weighted-average operating lease discount rate	6.66%	6.26%
Weighted-average finance lease discount rate	7.33%	7.33%

Leases - Schedule of Lease Obligation Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Leases [Abstract]
2022 (remaining nine months)	$ 64,609
2023	85,778
2024	85,212
2025	84,883
2026	83,877
Thereafter	781,873
Total future minimum obligations	1,186,232
Less: Present value discount	434,245
Present value of net future minimum lease obligations	751,987
Less: current portion	37,889	$ 37,345
Long-term obligations	714,098	717,552
2022 (remaining nine months)	1,264
2023	1,716
2024	1,741
2025	1,766
2026	1,792
Thereafter	22,090
Total future minimum obligations	30,369
Less: Present value discount	14,586
Present value of net future minimum lease obligations	15,783
Less: current portion	577	559
Financing lease liability	$ 15,206	$ 15,359

Leases - Additional Information (Details) $ in Thousands	3 Months Ended
Leases - Additional Information (Details) $ in Thousands	Mar. 31, 2021 USD ($) Transaction	Mar. 31, 2022 Lease	Dec. 31, 2021 Lease
Lessor Lease Description [Line Items]
Sale and leaseback transaction, aggregate consideration	$ 3,667
Sale leaseback transaction, lease term	20-year
Sale and leaseback transaction, gain (loss), net	$ 270
Sale and lease back transaction, annual rent	$ 228
Number of sale leaseback transaction \| Transaction	1
Number of Leases \| Lease		6	8
Minimum [Member]
Lessor Lease Description [Line Items]
Lease not yet commenced, term of contract		15 years	5 years
Maximum [Member]
Lessor Lease Description [Line Items]
Lease not yet commenced, term of contract		20 years	20 years

Stockholders' Equity - Additional Information (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock shares issued	304,781,405	303,294,678
Common stock, shares, outstanding	301,607,178	300,120,451
Treasury Stock, Shares	3,174,227	3,174,227
Treasury Stock, Value	$ 6,091	$ 6,091

Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended
	Jun. 30, 2021	Feb. 28, 2021	Mar. 31, 2022	Jun. 30, 2021	Mar. 31, 2021	Jan. 31, 2022	Jun. 25, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Granted			0
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value			$ 7,420
Stock based compensation expense			5,519		$ 310
Incremental stock-based compensation expense	$ 75,217			$ 117,708
Restricted stock units vested upon grant			$ 0
Stock based compensation expense estimated forfeiture rate.			6.96%
Time Vesting Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Granted			0
Stock based compensation expense			$ 1,920		310
Unrecognized compensation expense, total			10,095
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			3 years 1 month 28 days
Performance Vesting Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Granted			0
Share-based compensation payment award, accelerated vesting, shares		7,874,304
Share based compensation arrangement by share based payment award options total grant date fair value			$ 0
Performance Vesting Options \| Initial Public Offering
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense			$ 0
Restricted Stock Units RSU
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding, weighted average remaining contractual term			9 years 3 months 7 days
Stock based compensation expense			$ 3,226		$ 0
Unrecognized compensation expense, total			$ 13,105
Weighted-average period for recognition of compensation expense related to unvested awards			3 years 7 days
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding, weighted average remaining contractual term			4 years 6 months 10 days
2021 Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of common stock pursuant to initial public offering , Shares			29,800,000
2021 Plan [Member] \| Initial Public Offering
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Granted			3,726,305
2014 Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms			All stock options granted under the 2014 Plan are equity-classified and have a contractual life of ten years. Under the 2014 Plan, 60% of the shares in a grant contain service-based vesting conditions and vest ratably over a five-year period and 40% of the shares in a grant contain performance-based vesting conditions (“Performance Vesting Options”). The condition for the Performance Vesting Options is a change in control or an initial public offering, where (i) 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Target Proceeds at the Measurement Date and (ii) the remaining 50% of the Performance Vesting Options vest and become exercisable if the Principal Stockholders receive the Maximum Amount at the Measurement Date. Principal Stockholders is defined in the 2014 Plan as
Issuance of common stock pursuant to initial public offering , Shares							256,431
Two Thousand And Twenty One Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares reserved for future issuance			5,000,000			6,057,993
Unrecognized compensation expense, total			$ 207
Weighted-average period for recognition of compensation expense related to unvested awards			1 month 17 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 - Schedule of Estimated Grant-date Fair Values of Stock-based Awards Using Black-Scholes Option Pricing Model Assumptions (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected votatility	34.33%
Risk-free interest rate	0.07%
Expected term (in years)	5 months 26 days
Expected dividend yield	0.00%
Time Vesting Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected votatility	0.00%	40.83%
Risk-free interest rate	0.00%	0.90%
Expected term (in years)		6 years 6 months
Expected dividend yield		0.00%
Performance Vesting Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected votatility	0.00%	60.00%
Risk-free interest rate	0.00%	0.63%
Expected term (in years)		5 years 2 months 12 days
Expected dividend yield	0.00%	0.00%

Stock-Based Compensation - Summary of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding Beginning Balance	30,752,951
Number of Shares, Granted	0
Exercised	(1,486,727)
Forfeited	(113,330)
Outstanding Ending Balance	29,152,894
Options vested or expected to vest as of March 31,2022	28,445,335
Options exercisable as of March 31, 2022	24,292,219
Outstanding Beginning Balance \| $ / shares	$ 2.01
Granted \| $ / shares	0
Exercised \| $ / shares	0.86
Forfeited \| $ / shares	9.79
Outstanding Ending Balance \| $ / shares	2.04
Options vested or expected to vest as of March 31,2022 \| $ / shares	3.36
Options exercisable as of March 31, 2022 \| $ / shares	$ 0.84
Time Vesting Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding Beginning Balance	18,513,356
Number of Shares, Granted	0
Exercised	(853,231)
Forfeited	(113,330)
Outstanding Ending Balance	17,546,795
Options vested or expected to vest as of March 31,2022	16,839,236
Options exercisable as of March 31, 2022	12,686,120
Performance Vesting Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding Beginning Balance	12,239,595
Number of Shares, Granted	0
Exercised	(633,496)
Outstanding Ending Balance	11,606,099
Options vested or expected to vest as of March 31,2022	11,606,099
Options exercisable as of March 31, 2022	11,606,099

Stock-Based Compensation - Summary Of Weighted-Average Grant Date Fair Value Of Stock Options (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of Shares, Granted	0
Time Vesting Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Non-vested as of December 31, 2021	5,266,469
Non-vested as of March 31, 2022	4,738,227
Number of Shares, Granted	0
Vested during the period	414,912
Forfeited/canceled during the period	113,330
Weighted average non-vested exercise price as of December 31, 2021 \| $ / shares	$ 3.45
Weighted average non-vested exercise price as of March 31, 2022 \| $ / shares	3.58
Granted during the period \| $ / shares	0
Vested during the period \| $ / shares	1.53
Forfeited/canceled during the period \| $ / shares	$ 4.51
Performance Vesting Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Non-vested as of December 31, 2021	0
Non-vested as of March 31, 2022	0
Number of Shares, Granted	0
Vested during the period	0
Forfeited/canceled during the period	0
Weighted average non-vested exercise price as of December 31, 2021 \| $ / shares	$ 0
Weighted average non-vested exercise price as of March 31, 2022 \| $ / shares	0
Granted during the period \| $ / shares	0
Vested during the period \| $ / shares	0
Forfeited/canceled during the period \| $ / shares	$ 0

Stock-Based Compensation - Summary of Restricted Stock Activity (Details)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested Restricted Stock Shares, Beginning Balance \| shares	1,683,077
Unvested Restricted Stock Shares, Granted \| shares	0
Unvested Restricted Stock Shares, Vested \| shares	0
Unvested Restricted Stock Shares, Forfeited \| shares	(53,941)
Unvested Restricted Stock Shares, Ending Balance \| shares	1,629,136
Unvested Restricted Stock Weighted-average grant date fair value per share Beginning Balance \| $ / shares	$ 15.14
Unvested Restricted Stock Weighted-average grant date fair value per share [Granted] \| $ / shares	0
Unvested Restricted Stock Weighted-average grant date fair value per share [Vested] \| $ / shares	0
Unvested Restricted Stock Weighted-average grant date fair value per share [Forfeited] \| $ / shares	15.03
Unvested Restricted Stock Weighted-average grant date fair value per share Ending Balance \| $ / shares	$ 15.15

Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 5,519	$ 310
Cost of Labor and Chemicals
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	1,871	0
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	3,648	310
Time Vesting Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	1,920	310
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	3,226	0
Two Thousand And Twenty One Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 373	$ 0

Business Combinations - Additional Information (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2021 USD ($) CarWash	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Acquisition costs	$ 129	$ 149
Goodwill acquired	0	$ 0
Goodwill	1,060,766		$ 1,060,221	$ 737,415
Two Thousand Twenty One Acquisitions [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	524,839
Goodwill	323,477
Property and equipment	202,708
Other assets and liabilities	9,665
Two Thousand Twenty One Acquisitions [Member] \| Downtowner Car Wash acquisition [Member]
Business Acquisition [Line Items]
Contingent consideration liability	$ 5,750
Retail Site \| Two Thousand Twenty One Acquisitions [Member]
Business Acquisition [Line Items]
Number of car washes \| CarWash			37
Customer Relationships
Business Acquisition [Line Items]
Weighted average amortization period intangible assets acquired	7 years
Customer Relationships \| Two Thousand Twenty One Acquisitions [Member]
Business Acquisition [Line Items]
Intangible assets related to covenants not to compete	$ 4,300
Noncompete Agreements
Business Acquisition [Line Items]
Weighted average amortization period intangible assets acquired	5 years
Noncompete Agreements \| Two Thousand Twenty One Acquisitions [Member]
Business Acquisition [Line Items]
Intangible assets related to covenants not to compete	$ 3,970

Business Combinations - Schedule of Business Acquisitions (Details) - Two Thousand Twenty One Acquisitions - Retail Site - CarWash	1 Months Ended			6 Months Ended	12 Months Ended
	Dec. 31, 2021	Nov. 30, 2021	Jul. 31, 2021	Jun. 30, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Number of car washes					37
FLORIDA
Business Acquisition [Line Items]
Number of car washes	5			5
FLORIDA \| Clean Streak Ventures LLC [Member]
Business Acquisition [Line Items]
Number of car washes	23
TEXAS
Business Acquisition [Line Items]
Number of car washes		3	1

Dispositions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Loss on sale of assets	$ (459)	$ (790)

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Related Party Transaction [Line Items]
Long-term portion of debt, net	$ 894,629		$ 896,336
Principal Owner [Member] \| Senior Notes [Member]
Related Party Transaction [Line Items]
Long-term portion of debt, net	5,625
Principal Owner [Member] \| General and Administrative
Related Party Transaction [Line Items]
Total fee and expenses paid by company		$ 250
Principal Owner [Member] \| General and Administrative \| Investment Advisory, Management and Administrative Service [Member]
Related Party Transaction [Line Items]
Total fee and expenses paid by company	$ 1,000

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
Loss contingency, receivable, current	$ 2,646	$ 2,594
Loss contingency, amount of insurance-related assessment liability, payment period	one year
Other Accrued Expenses [Member]
Loss Contingencies [Line Items]
Loss contingency, amount of insurance-related assessment accrued liability	$ 3,230	3,169
Environmental remediation expense	12	12
Other Receivable [Member]
Loss Contingencies [Line Items]
Loss contingency, receivable, current	$ 2,646	$ 2,594