v3.26.1
Discontinued Operations
3 Months Ended
Mar. 28, 2026
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
U.S. Car Wash Divestiture
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”) evidencing a loan in the initial principal amount of $130 million, subject to customary adjustments.
On April 10, 2025, the Company received net cash proceeds of $252 million and consummated the Seller Note. A net gain of $36 million was recognized on sale of the business, which included $11 million of income tax expense, $5 million of transaction costs, and $4 million of working capital adjustments paid to the buyer during the three months ended March 28, 2026. In July 2025, the Company sold the Seller Note for $113 million. Net proceeds were utilized to repay the outstanding balance of $46 million on the Term Loan Facility and $65 million on the Revolving Credit Facility.
This divestiture qualified as discontinued operations as of February 24, 2025 as it represented a strategic shift relating to the Company’s car wash footprint and services offered within the U.S. and had a major effect on the consolidated results of operations. Accordingly, the results of operations for the U.S. Car Wash disposal group and certain transaction related costs were classified as discontinued operations within the consolidated statements of operations. Results outlined below were historically reflected within the Car Wash Segment within the previously filed financial statements, prior to the Company resegmenting in fiscal year 2025.
Financial Information of Discontinued Operations
The following table summarizes the results of operations of the U.S. Car Wash business that are being reported as discontinued operations within the consolidated statements of operations:
Three Months Ended
(in thousands)March 28, 2026March 29, 2025
As Restated
Net revenue:
Company-operated store sales$— $93,408 
Supply and other revenue— 165 
Total net revenue— 93,573 
Operating Expenses:
Company-operated store expenses— 75,751 
Supply and other expenses— 359 
Selling, general, and administrative expenses— 28,088 
Depreciation and amortization— 2,203 
Total operating expenses— 106,401 
Operating loss— (12,828)
Other expenses, net:
Interest expense, net— 
Loss before taxes from discontinued operations— (12,833)
Income tax benefit— (2,760)
Net loss from discontinued operations$— $(10,073)
The cash flows related to discontinued operations have not been segregated and are included within the statements of cash flows. The following table presents cash flow and non-cash information related to the U.S. Car Wash business:
Three Months Ended
(in thousands)March 28, 2026March 29, 2025
As Restated
Depreciation and amortization$— $2,203 
Capital expenditures— 4,657 
Loss on sale or disposal of assets— 7,535 
Asset impairment— 476 
International Car Wash Divestiture
On November 27, 2025, the Company entered into a definitive agreement to sell its ICW business to Neptune Acquisition Bidco Limited. On January 27, 2026, the Company completed the sale of ICW for an aggregate purchase price of €411 million or approximately $490 million. A net gain of $29 million was recognized on sale of the business, which included $4 million of transaction costs as well as $37 million of cumulative translation adjustment income and less than $1 million of actuarial income for a defined pension plan included within other comprehensive income during the three months ended March 28, 2026. The Company primarily used the proceeds to fully repay the outstanding balance of $252 million for the 2019-2 Senior Notes, make a partial repayment of $80 million for the 2020-1 Senior Notes, and make a repayment of $140 million for the Revolving Credit Facility.
This divestiture qualified as discontinued operations as of November 27, 2025 as it represented a strategic shift relating to the Company’s car wash footprint and services offered outside of the U.S. and had a major effect on the consolidated results of operations. Accordingly, the results of operations for the ICW disposal group and certain transaction related costs were classified as discontinued operations within the consolidated statements of operations. Results outlined below were historically reflected within the Car Wash Segment within the previously filed financial statements, prior to the Company resegmenting in fiscal year 2025.
Financial Information of Discontinued Operations
The following table summarizes the results of operations of the ICW business that are being reported as discontinued operations within the consolidated statements of operations:
Three Months Ended
(in thousands)March 28, 2026March 29, 2025
Net revenue:
Independently-operated store sales$15,315 $66,640 
Supply and other revenue3901,386 
Total net revenue15,705 68,026 
Operating Expenses:
Independently-operated store expenses9,766 36,487 
Supply and other expenses215 915 
Selling, general, and administrative expenses3,069 8,194 
Depreciation and amortization— 13,230 
Total operating expenses13,050 58,826 
Operating income2,655 9,200 
Other expenses, net:
Interest expense, net37 140 
Income before taxes from discontinued operations2,618 9,060 
Income tax expense905 2,569 
Net income from discontinued operations$1,713 $6,491 
The following tables summarizes the ICW business assets and liabilities classified as discontinued operations within the consolidated balance sheets:
(in thousands)March 28, 2026December 27, 2025
Assets
Current assets:
Cash and cash equivalents$— $29,744 
Accounts and notes receivable, net— 5,386 
Inventory— 10,048 
Prepaid and other assets— 15,273 
Income tax receivable— 1,542 
Total current assets of discontinued operations— 61,993 
Property and equipment, net— 309,440 
Operating lease right-of-use assets— 121,901 
Intangibles, net— 34,205 
Goodwill— 204,442 
Deferred tax assets— 1,502 
Total assets of discontinued operations$— $733,483 
Liabilities
Current liabilities:
Accounts payable$— $10,047 
Accrued expenses and other liabilities— 43,675 
Income tax payable — 19,954 
Current portion of long-term debt— 119 
Total current liabilities of discontinued operations— 73,795 
Deferred tax liabilities— 44,479 
Operating lease liabilities— 101,909 
Long-term accrued expenses and other liabilities— 19,231 
Total liabilities of discontinued operations$— $239,414 
The cash flows related to discontinued operations have not been segregated and are included within the statements of cash flows. The following table presents cash flow and non-cash information related to the ICW business:
Three Months Ended
(in thousands)March 28, 2026March 29, 2025
Depreciation and amortization$— $13,230 
Capital expenditures614 8,185 
Loss (gain) on sale or disposal of fixed assets192 (306)
Asset impairment— 65