Acquisitions and Dispositions (Tables)

9 Months Ended

Sep. 25, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Estimated Purchase Price Allocation

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 assets	2,487
Land and improvements	46,495
Building	232,375
Equipment	46,063
Inventory	311
Intangibles, net	550
Deferred tax assets	212
Assets held for sale	996
Assets acquired	329,650
Liabilities:
Accrued liability	356
Lease liability	2,587
Deferred tax liabilities	812
Liabilities assumed	3,755
Net assets acquired	325,895
Total consideration	427,236
Goodwill	$	101,341

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
Building	3,390
Equipment	850
Deferred tax assets	28
Assets acquired	5,858
Liabilities:
Prepaid liability	20
Liabilities assumed	20
Net assets acquired	5,838
Total consideration	7,601
Goodwill	$	1,763

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
Equipment	75
Intangibles, net	1,804
Deferred tax assets	23
Assets acquired	2,969
Liabilities:
Accrued liability	5
Lease liability	1,089
Liabilities assumed	1,094
Net assets acquired	1,875
Total consideration	1,969
Goodwill	$	94

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 receivable	2,591
Inventory	12,761
Fixed assets	692,486
Operating lease right-of-use assets	479,787
Definite-lived intangibles	5,972
Indefinite-lived intangibles	165,730
Other assets	7,476
Total assets acquired	1,403,814
Liabilities:
Accounts payable	13,435
Long-term debt	656,684
Deferred income tax liability	134,130
Operating lease liabilities	476,216
Derivative liabilities	12,714
Other liabilities	82,307
Total liabilities assumed	1,375,486
Net assets acquired	28,328
Non-controlling interest acquired	400
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 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, net	2,317
Inventory	414
Prepaid and other assets	293
Operating lease right-of-use assets	7,520
Property and equipment	1,023
Definite-lived intangibles	15,200
Assets acquired	28,787
Liabilities:
Accounts payable	1,835
Accrued expenses and other liabilities	2,919
Operating lease liabilities	7,520
Income taxes payable	673
Deferred income tax liabilities	3,770
Liabilities assumed	16,717
Net assets acquired	12,070
Total consideration	31,460
Goodwill	$	19,390

A summary of total consideration for Fix Auto is as follows:

(in thousands)
Cash	$	28,517
Fair value of contingent consideration	2,943
Total consideration	$	31,460

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 improvements	18,635
Building	42,570
Equipment	12,125
Deferred tax assets	5,117
Assets acquired	78,488
Liabilities:
Deferred revenue	368
Liabilities assumed	368
Net assets acquired	78,120
Total consideration	108,771
Goodwill	$	30,651