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Form 8-K/A Mister Car Wash, Inc. For: Aug 11

August 12, 2022 7:24 AM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2022

 

 

Mister Car Wash, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-40542

47-1393909

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

222 E. 5th Street

 

Tucson, Arizona

 

85705

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 520 615-4000

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.01 per share

 

MCW

 

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 


Explanatory Note

This Current Report on Form 8-K/A (this “Amended Form 8-K”) amends the Current Report on Form 8-K furnished by Mister Car Wash, Inc. (the “Company”) on August 11, 2022 (the “Original Form 8-K”). The purpose of this Amended Form 8-K is to correct certain typographical errors contained in the column for the Three Months Ended June 30, 2021 for the Income tax impact of stock award exercises in the table "GAAP to Non-GAAP Reconciliations” for the Reconciliation of net income to Adjusted Net Income and the resulting updates to Adjusted Net Income and to Diluted Adjusted Net Income per Share as reflected in the corrected press release furnished on Exhibit 99.1 hereto.

Item 2.02 Results of Operations and Financial Condition.

On August 11, 2022, Mister Car Wash, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022 (the “Original Press Release”). A copy of the Company’s press release, as corrected, is furnished as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein by reference. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.



The information in this Current Report on Form 8-K/A (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

 

Description

99.1

 

Press Release issued by Mister Car Wash, Inc., dated August 11, 2022 (as corrected)

104

 

Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline Instance XBRL document

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Mister Car Wash, Inc.

 

 

 

 

Date:

August 12, 2022

By:

/s/ Jedidiah Gold

 

 

 

Jedidiah Gold
Chief Financial Officer

 


Exhibit 99.1

Mister Car Wash Announces Second Quarter Fiscal 2022 Financial Results

Net revenues increased 14.2%

Comparable stores sales increased 2.4%

Unlimited Wash Club memberships increased 20.0%

Opened four new greenfield locations and opened six acquired locations

 

Tucson, Ariz., August 11, 2022 – Mister Car Wash, Inc. (the “Company”) (NYSE: MCW), the nation’s largest car wash brand, today announced its financial results for the quarter ended June 30, 2022.

 

“We think our second quarter results demonstrate the resilience of our business. Demand throughout the quarter remained relatively consistent and we did not see a meaningful change in cancellation rates or the make-up of our Unlimited Wash Club subscription business,” commented John Lai, Chairperson and CEO of Mister Car Wash. “While inflationary pressures, rising interest rates, public company costs, and investments to continue growing and scaling the business have created some near-term pressure on our margins, we are focused on the long-term growth and health of the business.”

Highlights for the Second Quarter 2022

Net revenues increased 14.2% to $225.2 million for the second quarter of 2022 from $197.1 million in the second quarter of 2021.
Comparable stores sales increased 2.4% for the second quarter of 2022, compared to a 93.0% increase in the second quarter of 2021.
The Company added more than 59 thousand Unlimited Wash Club (“UWC”) Members in the second quarter. As of June 30, 2022, the Company had approximately 1.841 million UWC Members, which represented a 20.0% increase over the same time last year. UWC sales represented approximately 66.2% of total wash sales in the second quarter of 2022 compared to approximately 62.3% in the second quarter of 2021.
The Company opened four new greenfield locations and opened six acquired locations in the second quarter of 2022, bringing the total number of car wash locations operated to 409 on June 30, 2022, compared to 351 on June 30, 2021, an increase of 16.5%.
Net income and net income per diluted share were $35.7 million and $0.11, respectively, for the second quarter of 2022 compared to net loss and net loss per diluted share of $110.3 million and ($0.42), respectively, for the second quarter of 2021.
Adjusted net income(1) increased 13.1% to $37.2 million in the second quarter of 2022 from $32.9 million in the second quarter of 2021. Adjusted net income per share(1) was $0.11 for each of the respective periods.
Adjusted EBITDA(1)increased 1.9% to $74.5 million for the second quarter of 2022 from $73.1 million in the second quarter of 2021.

Highlights for the Six-Months Ended June 30, 2022

Net revenues increased 19.3% to $444.6 million for the six months ended June 30, 2022 from $372.6 million during the same period of fiscal 2021.
Comparable stores sales increased 6.5% for the six months ended June 30, 2022 compared to the prior year period.
The Company added nearly 185 thousand UWC Members in the six months ended June 30, 2022.
Net income and net income per diluted share were $71.1 million and $0.22, respectively, for the six months ended June 30, 2022 compared to net loss and net loss per diluted share of $85.7 million and ($0.33), respectively, for the six months ended June 30, 2021.
Adjusted net income(1) increased 26.4% to $74.9 million for the six months ended June 30, 2022 compared to $59.3 million during the prior year period. Adjusted net income per share(1)increased 9.7% to $0.23 from $0.21 for the same respective periods.
Adjusted EBITDA(1)increased 10.9% to $149.3 million for the six months ended June 30, 2022 compared to $134.6 million during the prior year period.

(1) See Use of Non-GAAP Financial Measures and Reconciliation of GAAP to Non-GAAP Financial Measures disclosures included below in this press release.


Store Count

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2022

 

 

2021

 

 

2022

 

Beginning location count

 

399

 

 

 

344

 

 

 

396

 

Locations acquired

 

6

 

 

 

5

 

 

 

6

 

Greenfield locations opened

 

4

 

 

 

2

 

 

 

7

 

Closures

 

-

 

 

 

-

 

 

 

-

 

Ending location count

 

409

 

 

 

351

 

 

 

409

 

 

Balance Sheet and Cash Flow Highlights

As of June 30, 2022, cash and cash equivalents totaled $37.8 million, and there were no borrowings under the Company’s Revolving Commitment, compared to cash and cash equivalents of $19.9 million and no borrowings under the Revolving Commitment as of June 30, 2021.
Net cash provided by operating activities totaled $134.6 million during the first six months of 2022, compared to $119.7 million for the same period of fiscal 2021.

 

Subsequent Event

On July 15, 2022, the Company completed one sale-leaseback transaction related to its car wash locations with aggregate consideration of $55.2 million.

Fiscal 2022 Outlook

The Company is adjusting its outlook for the fiscal year ending December 31, 2022, as follows:

 

2022 Outlook

Current

 

Previous

Net revenues

$860 to $880 million

 

$875 to $895 million

Comparable stores sales growth %

3.0% to 5.0%

 

5.0% to 7.0%

Adjusted net income

$118 to $128 million

 

$144 to $153 million

Adjusted EBITDA

$268 to $278 million

 

$284 to $297 million

Adjusted net income per share, diluted

$0.36 to $0.39

 

$0.44 to $0.47

Interest Expense

$42 million

 

No previous outlook

Weighted average common shares outstanding, diluted, full year

329 million

 

329 million

New greenfield locations

Approx. 30

 

Approx. 30

Capital expenditures(1)

$235 to $285 million

 

$285 to $315 million

Sale leasebacks

$140 to $150 million

 

$140 to $150 million

 

(1) Total capital expenditures for the fiscal year ending December 31, 2022 are expected to consist of approximately $190 to $220 million of growth capital expenditures related to the opening of new stores and $45 million to $65 million of other capital expenditures related to store maintenance, growth and the expenditures to integrate acquired locations.

Conference Call Details

A conference call to discuss the Company’s financial results for the second quarter of fiscal 2022 and to provide a business update is scheduled for today, August 11, 2022 at 4:30 p.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial 855-209-8213 (international callers please dial 1-412-542-4146) approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will be available online at https://ir.mistercarwash.com/.

 

A recorded replay of the conference call will be available within approximately three hours of the conclusion of the call and can be accessed online at https://ir.mistercarwash.com/ for 90 days.

About Mister Car Wash® | Inspiring People to Shine®

Headquartered in Tucson, AZ, Mister Car Wash, Inc. (NYSE: MCW) operates more than 400 car washes nationwide and has the largest car wash subscription program in North America. With over 25 years of car wash experience, the Mister team is focused on operational excellence and delivering a memorable customer experience through elevated hospitality. The Mister brand is anchored in quality, friendliness and a commitment to the communities we serve as good stewards of the environment and the resources we use. We believe that when you take care of your people, they will take care of your customers. To learn more visit: www.mistercarwash.com.


Use of Non-GAAP Financial Measures

This press release includes references to non-GAAP financial measures, including Adjusted EBITDA, Adjusted net income (loss), Adjusted net income (loss) per share and Adjusted net income (loss) per share, on a diluted basis (the “Company’s Non-GAAP Financial Measures”). These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures should be read in conjunction with the Company’s financial statements prepared in accordance with GAAP. The reconciliations of the Company’s non-GAAP financial measures to the corresponding GAAP measures should be carefully evaluated.

The Company’s Non-GAAP Financial Measures are non-GAAP measures of the Company’s financial performance and should not be considered as an alternative to net income as a measure of financial performance or any other performance measure derived in accordance with U.S. GAAP, and should not be construed as an inference that the Company’s future results will be unaffected by unusual or nonrecurring items. Adjusted EBITDA is defined as net (loss) income before interest expense, net, income tax (benefit) expense, depreciation and amortization expense, (gain) loss on sale of assets, gain on sale of quick lube facilities, dividend recapitalization fees and payments, loss on early debt extinguishment, stock-based compensation expense, acquisition expenses, management fees, non-cash rent expense, expenses associated with the IPO, expenses associated with the secondary public offering, and other nonrecurring charges. Adjusted net income (loss) is defined as net income (loss) before interest expense, (gain) loss on sale of assets, dividend recapitalization fees and payments, loss on debt extinguishment, stock-based compensation expense, acquisition expenses, management fees, non-cash rent expense, expenses associated with the IPO, expenses associated with the secondary public offering, other nonrecurring charges and the tax impact of adjustments to net (loss) income. Adjusted net (loss) income per share is defined as basic net (loss) income per share before (gain) loss on sale of assets, gain on sale of quick lube facilities, dividend recapitalization fees and payments, loss on debt extinguishment, stock-based compensation expense, acquisition expenses, management fees, non-cash rent expense, expenses associated with the IPO, expenses associated with the secondary public offering, other nonrecurring charges and the tax impact of adjustments to basic net (loss) income per share. Diluted adjusted net income per share is defined as diluted net (loss) income per share before (gain) loss on sale of assets, gain on sale of quick lube facilities, dividend recapitalization fees and payments, loss on debt extinguishment, stock-based compensation expense, acquisition expenses, management fees, non-cash rent expense, expenses associated with the IPO, expenses associated with the secondary public offering, other nonrecurring charges and the tax impact of adjustments to basic net (loss) income per share.

The Company presents the Company’s Non-GAAP Financial Measures because management believes that these measures assist investors and analysts in comparing the Company’s operating performance across reporting periods on a consistent basis by excluding items that management does not believe are indicative of the Company’s ongoing operating performance. Investors are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate for supplemental analysis. In evaluating Company’s Non-GAAP Financial Measures, investors should be aware that in the future the Company may incur expenses that are the same as or similar to some of the adjustments in the Company’s presentation of Company’s Non-GAAP Financial Measures. The Company’s presentation of Company’s Non-GAAP Financial Measures should not be construed as an inference that the Company’s future results will be unaffected by unusual or nonrecurring items. There can be no assurance that the Company will not modify the presentation of the Company’s Non-GAAP Financial Measures in future periods, and any such modification may be material. In addition, the Company’s Non-GAAP Financial Measures may not be comparable to similarly titled measures used by other companies in the Company’s industry or across different industries.

Management believes that the Company’s Non-GAAP Financial Measures are helpful in highlighting trends in the Company’s core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. Management also uses Adjusted EBITDA in connection with establishing discretionary annual incentive compensation; to supplement U.S. GAAP measures of performance in the evaluation of the effectiveness of the Company’s business strategies; to make budgeting decisions; and because the Company’s credit facilities use measures similar to Adjusted EBITDA to measure the Company’s compliance with certain covenants.

The Company’s Non-GAAP Financial Measures have limitations as analytical tools, and investors should not consider these measures in isolation or as substitutes for analysis of the Company’s results as reported under U.S. GAAP. Some of these limitations include, for example, Adjusted EBITDA does not reflect: the Company’s cash expenditure or future requirements for capital expenditures or contractual commitments; the Company’s cash requirements for the Company’s working capital needs; the interest expense and the cash requirements necessary to service interest or principal payments on the Company’s debt; cash requirements for replacement of assets that are being depreciated and amortized; and the impact of certain cash charges or cash receipts resulting from matters management does not find indicative of the Company’s ongoing operations. In addition, other companies in the Company’s industry may calculate similarly titled non-GAAP financial measures differently than the Company.

A reconciliation of the Company’s full year guidance for Adjusted EBITDA, Adjusted net income (loss) and Adjusted net income per share, diluted, for fiscal 2022 to the most directly comparable GAAP financial measures cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations, including acquisition expenses, other expenses and the other adjustments reflected in our reconciliation of historical non-GAAP financial measures, the amounts of which, could be material.


Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include but are not limited to Mister Car Wash’s expansion efforts and expected growth and financial and operational results for fiscal 2022. Words including “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” or “should,” or the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking.

These forward-looking statements are based on management’s current expectations and beliefs. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: our inability to attract new customers, retain existing customers and maintain or grow the number of Unlimited Wash Club (“UWC”) members, which could adversely affect our business, financial condition and results of operations and rate of growth; our failure to acquire, or open and operate new locations in a timely and cost-effective manner, and enter into new markets or leverage new technologies, may materially and adversely affect our competitive advantage or financial performance; our inability to successfully implement our growth strategies on a timely basis or at all; we are subject to a number of risks and regulations related to credit card and debit card payments we accept; an overall decline in the health of the economy and other factors impacting consumer spending, such as natural disasters and fluctuations in inflation, may affect consumer purchases, reduce demand for our services and materially and adversely affect our business, results of operations and financial condition; growing inflation, supply chain disruption and other increased operating costs could materially and adversely affect our results of operations; our locations may experience difficulty hiring and retaining qualified personnel, resulting in higher labor costs; we lease or sublease the land and buildings where a number of our locations are situated, which could expose us to possible liabilities and losses; our indebtedness could adversely affect our financial health and competitive position; our business is subject to various laws and regulations and changes in such laws and regulations, or failure to comply with existing or future laws and regulations, may result in litigation, investigation or claims by third parties or employees that could adversely affect our business; our locations are subject to certain environmental laws and regulations; we are subject to data security and privacy risks that could negatively impact our results of operations or reputation; we may be unable to adequately protect, and we may incur significant costs in enforcing or defending, our intellectual property and other proprietary rights; stockholders’ ability to influence corporate matters may be limited because a small number of stockholders beneficially own a substantial amount of our common stock and continue to have substantial control over us; our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors purchasing shares of our common stock; and the other important factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as such factors may be updated from time to time in its other filings with the SEC accessible on the SEC’s website at www.sec.gov and Investors Relations section of the Company’s website at www.mistercarwash.com.

These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any forward-looking statement that the Company makes in this press release speaks only as of the date of such statement. Except as required by law, the Company does not have any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.


Contact

Investors

John Rouleau

ICR

[email protected]
 

 

Media

Megan Everett

[email protected]

 

 


Condensed Consolidated Statements of Operations and Comprehensive Income

(Amounts in thousands, except share and per share data)

(Unaudited)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net revenues

$

225,159

 

 

$

197,080

 

 

$

444,578

 

 

$

372,588

 

Cost of labor and chemicals

 

69,351

 

 

 

87,864

 

 

 

134,889

 

 

 

139,613

 

Other store operating expenses

 

79,029

 

 

 

65,363

 

 

 

156,830

 

 

 

126,446

 

General and administrative

 

25,610

 

 

 

188,896

 

 

 

49,297

 

 

 

203,857

 

Gain on sale of assets

 

(3,146

)

 

 

(7,097

)

 

 

(2,687

)

 

 

(6,307

)

Total costs and expenses

 

170,844

 

 

 

335,026

 

 

 

338,329

 

 

 

463,609

 

Operating income (loss)

 

54,315

 

 

 

(137,946

)

 

 

106,249

 

 

 

(91,021

)

 

 

 

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

8,762

 

 

 

13,740

 

 

 

16,928

 

 

 

27,699

 

Loss on extinguishment of debt

 

-

 

 

 

3,183

 

 

 

-

 

 

 

3,183

 

Total other expense

 

8,762

 

 

 

16,923

 

 

 

16,928

 

 

 

30,882

 

Income (loss) before taxes

 

45,553

 

 

 

(154,869

)

 

 

89,321

 

 

 

(121,903

)

Income tax provision (benefit)

 

9,894

 

 

 

(44,569

)

 

 

18,174

 

 

 

(36,187

)

Net income (loss)

$

35,659

 

 

$

(110,300

)

 

$

71,147

 

 

$

(85,716

)

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

Gain on interest rate swap

 

301

 

 

 

28

 

 

 

2,170

 

 

 

347

 

Total comprehensive income (loss)

$

35,960

 

 

$

(110,272

)

 

$

73,317

 

 

$

(85,369

)

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.12

 

 

$

(0.42

)

 

$

0.24

 

 

$

(0.33

)

Diluted

$

0.11

 

 

$

(0.42

)

 

$

0.22

 

 

$

(0.33

)

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

302,666,291

 

 

 

264,274,968

 

 

 

301,803,664

 

 

 

263,218,870

 

Diluted

 

327,229,531

 

 

 

264,274,968

 

 

 

328,205,776

 

 

 

263,218,870

 

 

 

 

 


Condensed Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

(Unaudited)

 

 

As of

 

 

June 30, 2022

 

 

December 31, 2021

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

37,724

 

 

$

19,738

 

Restricted cash

 

45

 

 

 

120

 

Accounts receivable, net

 

2,291

 

 

 

1,090

 

Other receivables

 

14,343

 

 

 

22,796

 

Inventory, net

 

7,102

 

 

 

6,334

 

Prepaid expenses and other current assets

 

14,312

 

 

 

8,766

 

Total current assets

 

75,817

 

 

 

58,844

 

 

 

 

 

 

 

Property and equipment, net

 

521,874

 

 

 

472,448

 

Operating lease right of use assets, net

 

727,107

 

 

 

718,533

 

Other intangible assets, net

 

127,110

 

 

 

129,820

 

Goodwill

 

1,100,963

 

 

 

1,060,221

 

Other assets

 

8,090

 

 

 

8,236

 

Total assets

$

2,560,961

 

 

$

2,448,102

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

25,512

 

 

$

27,346

 

Accrued payroll and related expenses

 

15,000

 

 

 

16,963

 

Other accrued expenses

 

26,822

 

 

 

20,201

 

Current maturities of operating lease liability

 

38,548

 

 

 

37,345

 

Current maturities of finance lease liability

 

628

 

 

 

559

 

Deferred revenue

 

29,353

 

 

 

27,815

 

Total current liabilities

 

135,863

 

 

 

130,229

 

 

 

 

 

 

 

Long-term portion of debt, net

 

895,027

 

 

 

896,336

 

Operating lease liability

 

722,941

 

 

 

717,552

 

Financing lease liability

 

15,123

 

 

 

15,359

 

Long-term deferred tax liability

 

37,183

 

 

 

22,603

 

Other long-term liabilities

 

7,418

 

 

 

8,871

 

Total liabilities

 

1,813,555

 

 

 

1,790,950

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value, 1,000,000,000 shares authorized, 303,917,168 and 300,120,451 shares outstanding as of June 30, 2022 and December 31, 2021, respectively

 

3,045

 

 

 

3,007

 

Additional paid-in capital

 

769,242

 

 

 

752,343

 

Accumulated other comprehensive income

 

2,395

 

 

 

225

 

Accumulated deficit

 

(27,276

)

 

 

(98,423

)

Total stockholders’ equity

 

747,406

 

 

 

657,152

 

Total liabilities and stockholders’ equity

$

2,560,961

 

 

$

2,448,102

 

 


Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

 

 

Six Months Ended June 30,

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

$

71,147

 

 

$

(85,716

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization expense

 

30,081

 

 

 

23,550

 

Stock-based compensation expense

 

11,498

 

 

 

203,541

 

Gain on sale of assets

 

(2,687

)

 

 

(6,307

)

Loss on extinguishment of debt

 

-

 

 

 

3,183

 

Amortization of deferred debt issuance costs

 

842

 

 

 

698

 

Non-cash lease expense

 

19,433

 

 

 

17,182

 

Deferred income tax

 

13,983

 

 

 

(38,440

)

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(1,017

)

 

 

(1,783

)

Other receivables

 

8,455

 

 

 

(1,998

)

Inventory, net

 

(692

)

 

 

41

 

Prepaid expenses and other current assets

 

(3,129

)

 

 

(2,196

)

Accounts payable

 

6,137

 

 

 

14,926

 

Accrued expenses

 

(1,119

)

 

 

8,614

 

Deferred revenue

 

1,416

 

 

 

1,838

 

Operating lease liability

 

(18,374

)

 

 

(16,446

)

Other noncurrent assets and liabilities

 

(1,359

)

 

 

(1,012

)

Net cash provided by operating activities

$

134,615

 

 

$

119,675

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of property and equipment

 

(76,399

)

 

 

(44,194

)

Acquisition of car wash operations, net of cash

 

(47,039

)

 

 

(44,652

)

Proceeds from sale of property and equipment

 

3,672

 

 

 

22,201

 

Net cash used in investing activities

$

(119,766

)

 

$

(66,645

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from issuance of common stock pursuant to initial public offering

 

-

 

 

 

468,750

 

Proceeds from issuance of common stock under employee plans

 

5,436

 

 

 

121

 

Payments for repurchases of common stock

 

-

 

 

 

(308

)

Proceeds from secondary public offering for employee tax withholdings

 

-

 

 

 

14,874

 

Tax withholdings paid on behalf of employees for secondary public offering

 

-

 

 

 

(14,874

)

Payments on debt borrowings

 

(2,100

)

 

 

(454,872

)

Payments of debt extinguishment costs

 

-

 

 

 

(28

)

Payments of deferred debt issuance costs

 

-

 

 

 

(226

)

Principal payments on finance lease obligations

 

(274

)

 

 

(240

)

Payments of issuance costs pursuant to initial public offering

 

-

 

 

 

(25,761

)

Net cash provided by (used in) financing activities

$

3,062

 

 

$

(12,564

)

 

 

 

 

 

 

Net change in cash and cash equivalents and restricted cash during period

 

17,911

 

 

 

40,466

 

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

$

37,769

 

 

$

158,340

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid for interest

$

16,134

 

 

$

27,577

 

Cash paid for income taxes

$

1,791

 

 

$

5,594

 

 

 

 

 

 

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

Property and equipment in accounts payable

$

9,182

 

 

$

8,782

 

Property and equipment accrued in other accrued expenses

$

5,687

 

 

$

-

 

Proceeds from issuance of common stock under employee plans in other receivables

$

2

 

 

$

-

 

Deferred offering costs in accounts payable and other accrued expenses

$

-

 

 

$

3,433

 

 


GAAP to Non-GAAP Reconciliations

(Amounts in thousands, except share and per share data)

(Unaudited)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Reconciliation of net income to Adjusted EBITDA:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

35,659

 

 

$

(110,300

)

 

$

71,147

 

 

$

(85,716

)

Interest expense, net

 

8,762

 

 

 

13,740

 

 

 

16,928

 

 

 

27,699

 

Income tax provision (benefit)

 

9,894

 

 

 

(44,569

)

 

 

18,174

 

 

 

(36,187

)

Depreciation and amortization expense

 

15,136

 

 

 

11,900

 

 

 

30,081

 

 

 

23,550

 

Gain on sale of assets

 

(3,146

)

 

 

(7,097

)

 

 

(2,687

)

 

 

(6,307

)

Loss on extinguishment of debt

 

-

 

 

 

3,183

 

 

 

-

 

 

 

3,183

 

Stock-based compensation expense

 

5,979

 

 

 

203,231

 

 

 

11,498

 

 

 

203,541

 

Acquisition expenses

 

704

 

 

 

555

 

 

 

1,238

 

 

 

1,009

 

Management fees

 

-

 

 

 

250

 

 

 

-

 

 

 

500

 

Non-cash rent expense

 

555

 

 

 

378

 

 

 

1,075

 

 

 

756

 

Expenses associated with initial public offering

 

(14

)

 

 

1,450

 

 

 

272

 

 

 

1,450

 

Other

 

947

 

 

 

357

 

 

 

1,599

 

 

 

1,072

 

Adjusted EBITDA

$

74,476

 

 

$

73,078

 

 

$

149,325

 

 

$

134,550

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Reconciliation of weighted-average common shares outstanding - diluted to Adjusted weighted-average common shares outstanding - diluted:

 

 

 

 

 

 

 

 

 

 

 

   Weighted-average common shares outstanding - diluted

 

327,229,531

 

 

 

264,274,968

 

 

 

328,205,776

 

 

 

263,218,870

 

Adjustments for potentially dilutive securities

 

-

 

 

 

30,693,844

 

 

 

-

 

 

 

23,448,635

 

  Adjusted weighted-average common shares outstanding - diluted

 

327,229,531

 

 

 

294,968,812

 

 

 

328,205,776

 

 

 

286,667,505

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Reconciliation of net income to Adjusted Net Income:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

35,659

 

 

$

(110,300

)

 

$

71,147

 

 

$

(85,716

)

Gain on sale of assets

 

(3,146

)

 

$

(7,097

)

 

 

(2,687

)

 

 

(6,307

)

Loss on extinguishment of debt

 

-

 

 

$

3,183

 

 

 

-

 

 

 

3,183

 

Stock-based compensation expense

 

5,979

 

 

$

203,231

 

 

 

11,498

 

 

 

203,541

 

Acquisition expenses

 

704

 

 

$

555

 

 

 

1,238

 

 

 

1,009

 

Management fees

 

-

 

 

$

250

 

 

 

-

 

 

 

500

 

Non-cash rent expense

 

555

 

 

$

378

 

 

 

1,075

 

 

 

756

 

Expenses associated with initial public offering

 

(14

)

 

$

1,450

 

 

 

272

 

 

 

1,450

 

Other

 

947

 

 

$

357

 

 

 

1,599

 

 

 

1,072

 

Income tax impact of stock award exercises

 

(2,254

)

 

$

(8,551

)

 

 

(5,958

)

 

 

(8,911

)

Tax impact of adjustments to net income (loss)

 

(1,256

)

 

$

(50,577

)

 

 

(3,249

)

 

 

(51,301

)

Adjusted Net Income

$

37,174

 

 

$

32,879

 

 

$

74,935

 

 

$

59,276

 

Diluted Adjusted Net Income per Share

$

0.11

 

 

$

0.11

 

 

$

0.23

 

 

$

0.21

 

Adjusted weighted-average common shares outstanding - diluted

 

327,229,531

 

 

 

294,968,812

 

 

 

328,205,776

 

 

 

286,667,505

 

 




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