XML 23 R11.htm IDEA: XBRL DOCUMENT v3.21.2
Acquisitions and Dispositions
9 Months Ended
Sep. 25, 2021
Business Combination and Asset Acquisition [Abstract]  
Acquisitions and Dispositions Acquisitions and DispositionsThe Company strategically acquires companies and assets in order to increase its footprint and offer products and services that diversify its existing offerings. These acquisitions are accounted for as either business combinations or asset acquisitions, whereby the purchase price is allocated to the assets acquired and liabilities assumed, based on their fair values as of the date of the acquisition.
2021 Acquisitions

During the nine months ended September 25, 2021, the Company completed 25 acquisitions in the Car Wash segment, representing 66 car wash sites, each individually immaterial (the “2021 Car Wash Acquisitions”), which were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was approximately $427 million.

The provisional amounts for assets acquired and liabilities assumed for the 2021 Car Wash Acquisitions are as follows:
(in thousands)
Assets:
Cash$161 
Right of use assets2,487 
Land and improvements46,495 
Building232,375 
Equipment46,063 
Inventory311 
Intangibles, net550 
Deferred tax assets212 
Assets held for sale996 
Assets acquired329,650 
Liabilities:
Accrued liability356 
Lease liability2,587 
Deferred tax liabilities812 
Liabilities assumed3,755 
Net assets acquired325,895 
Total consideration427,236 
Goodwill$101,341 

We also acquired separately identifiable intangible assets certain of which have not presented above as the valuation has not yet been performed. All goodwill was allocated to the Car Wash segment and substantially all is deductible for income tax purposes.

In addition, during the nine months ended September 25, 2021, the Company completed four acquisitions in the Maintenance segment representing four maintenance sites, each individually immaterial (the “2021 Maintenance Acquisitions”), which were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was $8 million.
The provisional amounts for assets acquired and liabilities assumed for the 2021 Maintenance Acquisitions are as follows:
(in thousands)
Assets:
Land and improvements$1,590 
Building3,390 
Equipment850 
Deferred tax assets28 
Assets acquired5,858 
Liabilities:
Prepaid liability20 
Liabilities assumed20 
Net assets acquired5,838 
Total consideration7,601 
Goodwill$1,763 
In addition, during the nine months ended September 25, 2021, the Company completed an acquisition of two collision sites, each individually immaterial, which are included within the Company’s Paint, Collision & Glass segment (the “2021 PC&G Acquisitions”), which were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was $2 million.

The provisional amounts for assets acquired and liabilities assumed for the 2021 PC&G Acquisitions are as follows:
(in thousands)
Assets:
Right of use asset$1,067 
Equipment75 
Intangibles, net1,804 
Deferred tax assets23 
Assets acquired2,969 
Liabilities:
Accrued liability
Lease liability1,089 
Liabilities assumed1,094 
Net assets acquired1,875 
Total consideration1,969 
Goodwill$94 

Included in the total consideration amounts above for the Car Wash and Maintenance acquisitions in 2021 was $8 million of consideration not paid on the closing date. The Company had $11 million of deferred consideration related to 2021 and 2020 acquisitions at September 25, 2021. The Company had $5 million of deferred consideration related to 2020 acquisitions at December 26, 2020. The Company paid $2 million of deferred consideration related to 2020 and prior acquisitions during the nine months ended September 25, 2021. Deferred consideration is typically paid six months to one-year after the acquisition closing date once all conditions under the purchase agreement have been satisfied.

The Company incurred approximately $1 million of transaction costs during the nine months ended September 25, 2021.
In addition, during the nine months ended September 25, 2021, the Company completed five acquisitions, each individually immaterial, each of which were deemed to be asset acquisitions as the fair value of assets acquired is substantially all land and buildings. Two of these acquisitions were included in the Car Wash segment and three were included in the Maintenance segment. The aggregate consideration paid for the Car Wash acquisitions and Maintenance acquisitions was $9 million and $2 million, respectively.

2021 Dispositions
On April 27, 2021, the Company disposed of its 70% owned subsidiary, At-Pac Auto Parts Inc., for consideration of $2 million. As a result of the sale, a loss of less than $1 million was recognized within selling, general, and administrative expenses during the nine months ended September 25, 2021. Also, a noncontrolling interest of $1 million was derecognized.

2020 Acquisitions

Acquisition of International Car Wash Group
On August 3, 2020, the Company completed the acquisition of Shine Holdco (UK) Limited, the holding company of ICWG, to expand on its service offerings by entering into the car wash business (the “ICWG Acquisition”). The ICWG Acquisition resulted in the Company acquiring 940 car wash centers in 14 countries across the United States, Europe, and Australia. The following table presents the final purchase price allocation for the ICWG Acquisition, which was deemed to be a business combination:
(in thousands, except shares)August 3, 2020
Assets:
Cash$37,011 
Accounts and notes receivable2,591 
Inventory12,761 
Fixed assets692,486 
Operating lease right-of-use assets479,787 
Definite-lived intangibles5,972 
Indefinite-lived intangibles165,730 
Other assets7,476 
Total assets acquired1,403,814 
Liabilities:
Accounts payable13,435 
Long-term debt656,684 
Deferred income tax liability134,130 
Operating lease liabilities476,216 
Derivative liabilities12,714 
Other liabilities82,307 
Total liabilities assumed1,375,486 
Net assets acquired28,328 
Non-controlling interest acquired400 
Total consideration paid (39,169,857 common shares)(1)
809,000 
Goodwill$781,072 
(1) Common shares issued as consideration have been adjusted to reflect an implied 88,990-for-one stock split that became effective on January 14, 2021. See Note 1 for additional information.
The fair value of the equity consideration was determined based on an estimated enterprise value using a market approach and income approach as of the purchase date, reduced by borrowings assumed. The Company finalized its purchase accounting estimates during the nine months ended September 25, 2021 related to the deferred tax liability and other liabilities and, as a result, reduced goodwill related to the ICWG Acquisition by approximately $1 million.

Acquisition of Fix Auto

On April 20, 2020, the Company acquired 100% of the outstanding equity of Fix Auto USA (“Fix Auto”), a franchisor and operator of collision repair centers, for $29 million, net of cash received of approximately $2 million. This acquisition resulted in the Company acquiring 150 franchised locations and 10 company-operated locations and increased the Company’s collision services footprint within the Paint, Collision & Glass segment.

The following table presents the final purchase price allocation for the Fix Auto acquisition, which was deemed to be a business combination:
(in thousands)April 20, 2020
Assets:
Cash$2,020 
Accounts and notes receivable, net2,317 
Inventory414 
Prepaid and other assets293 
Operating lease right-of-use assets7,520 
Property and equipment1,023 
Definite-lived intangibles15,200 
Assets acquired28,787 
Liabilities:
Accounts payable1,835 
Accrued expenses and other liabilities2,919 
Operating lease liabilities7,520 
Income taxes payable673 
Deferred income tax liabilities3,770 
Liabilities assumed16,717 
Net assets acquired12,070 
Total consideration31,460 
Goodwill$19,390 

A summary of total consideration for Fix Auto is as follows:
(in thousands)
Cash$28,517 
Fair value of contingent consideration2,943 
Total consideration$31,460 

The Company recorded a liability for the fair value of contingent consideration of $3 million associated with the Fix Auto acquisition, which was subsequently increased to $4 million at December 26, 2020. The Company recorded a $4 million benefit to Acquisition costs in the Consolidated Statement of Operations during the three and nine months ended September 25, 2021 related to the reversal of the liability as the payment of contingent consideration was deemed to be remote.
Other Acquisitions

During the fourth quarter of 2020, the Company completed the acquisition of 17 car wash sites, each individually immaterial, which are included within the Company’s Car Wash segment (the “2020 Car Wash Acquisitions”). The aggregate cash consideration paid for these acquisitions, net of cash acquired and liabilities assumed, was $109 million.

The following table presents the final purchase price allocation for the 2020 Car Wash Acquisitions, which were deemed to be business combinations:
(in thousands)
Assets:
Cash$41 
Land and improvements18,635 
Building42,570 
Equipment12,125 
Deferred tax assets5,117 
Assets acquired78,488 
Liabilities:
Deferred revenue368 
Liabilities assumed368 
Net assets acquired78,120 
Total consideration108,771 
Goodwill$30,651 

The valuation for the acquisitions requires significant estimates and assumptions. The estimates are inherently uncertain and subject to revision as additional information is obtained during the measurement period for the acquisitions. There were no measurement period changes related to Fix Auto acquisition or the 2020 Car Wash Acquisitions during the nine months ended September 25, 2021.