On February 24, 2025, the Company entered into a definitive agreement to sell its U.S. Car Wash business to Express Wash Operations, LLC dba Whistle Express Car Wash (the “Buyer”) for an aggregate purchase price of $385 million, subject to customary adjustments for cash, indebtedness, working capital, and transaction expenses. Under the terms of the agreement, the Buyer agreed to pay the Company $255 million in cash and deliver to the Company an interest-bearing seller note (“Seller Note Receivable”) evidencing a loan in the initial principal amount of $130 million, subject to customary adjustments.

On April 10, 2025, we received net cash proceeds of $252 million and consummated the Seller Note Receivable resulting in a net gain on sale of $37 million. The net gain includes $12 million of income tax expense and $3 million of transaction costs.

This divestiture qualified as discontinued operations as of February 24, 2025 as it represented a strategic shift relating to our car wash footprint and services offered within the U.S. and has a major effect on our consolidated results of operations. Accordingly, the results of operations for the U.S. Car Wash disposal group and certain transaction related costs have been classified as discontinued operations within the unaudited consolidated statement of operations. Results outlined below were historically reflected within the Car Wash Segment within our previously filed financial statements, prior to the Company resegmenting in the current year.

In conjunction with the sale of the U.S. Car Wash business, we entered into a Transition Services Agreement (“TSA”) to provide certain support services for up to 12 months or less from the closing date of the sale. These services include, among others, accounting, information technology, treasury, human resources, and marketing services. The Company recognized less than $1 million of other income during the three and six months ended June 28, 2025 relating to the TSA. In addition, the Company entered into an Employee Services Leasing Agreement (“ESLA”) outlining certain U.S. Car Wash operational employees may be leased from the date of sale through December 31, 2025. Costs associated with the ESLA have been and will continue to be reimbursed by the Buyer. The Company recognized $1 million relating to services associated with the ESLA.

The following table summarizes the results of operations of the U.S. Car Wash business that are being reported as discontinued operations within the unaudited consolidated statement of operations:


	Three Months Ended				Six Months Ended
(in thousands)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Net revenue:
Company-operated store sales	$	8,432	$	92,764	101,840		182,991
Supply and other revenue	—		6		165		13
Total net revenue	8,432		92,770		102,005		183,004
Operating Expenses:
Company-operated store expenses	8,167		75,498		84,050		148,208
Supply and other expenses	345		18		704		18
Selling, general, and administrative expenses	1,825		15,012		32,200		29,987


Depreciation and amortization	23		11,809		2,226		23,922



Total operating expenses	10,360		102,337		119,180		202,135
Operating loss	(1,928)		(9,567)		(17,175)		(19,131)
Other expenses, net:
Interest expense, net	2		(20)		7		1
Loss before taxes from discontinued operations	(1,930)		(9,547)		(17,182)		(19,132)
Income tax benefit	(318)		(2,489)		(3,586)		(4,783)
Net loss from discontinued operations	$	(1,612)	$	(7,058)	$	(13,596)	$	(14,349)


(in thousands)	June 28, 2025		December 28, 2024
Assets
Current assets:
Cash and cash equivalents	$	—	$	20,381
Accounts and notes receivable, net	—		1,955
Inventory	—		988
Prepaid and other assets	—		3,842

Assets held for sale	—		56,681
Total current assets of discontinued operations	—		83,847

Property and equipment, net	—		312,663
Operating lease right-of-use assets	—		845,913
Total assets of discontinued operations	$	—	$	1,242,423
Liabilities
Current liabilities:
Accounts payable	$	—	$	9,417
Accrued expenses and other liabilities	—		60,244
Current portion of long-term debt	—		955
Total current liabilities of discontinued operations	—		70,616
Long-term debt	—		4,047
Operating lease liabilities	—		811,751
Long-term accrued expenses and other liabilities	—		7,314
Total liabilities of discontinued operations	$	—	$	893,728

The cash flows related to discontinued operations have not been segregated and are included within the unaudited statement of cash flows. The following table presents cash flow and non-cash information related to discontinued operations:


	Six Months Ended
(in thousands)	June 28, 2025		June 29, 2024
Depreciation and amortization	$	2,226	$	23,922
Capital expenditures	2,948		20,795
Loss on sale or disposal of assets	8,187		8,532