Acquisitions and Dispositions | Acquisitions and Dispositions The 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. 2022 Acquisitions The Company completed 18 acquisitions in the Car Wash segment during the nine months ended September 24, 2022, representing 26 sites, which were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was approximately $266.8 million. On June 14, 2022, the Car Wash segment acquired Jimmy Clean Car Wash, which was comprised of 3 sites for a total consideration of $31.9 million. On July 6, 2022, the Car Wash segment acquired Speedy Shine Express Car Wash, which was comprised of 2 sites for a total consideration of $33.5 million The Company completed 5 acquisitions in the Maintenance segment during the nine months ended September 24, 2022, representing 10 sites, which were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was $20.5 million. In addition, the Company completed 7 acquisitions in the Paint, Collision & Glass segment during the nine months ended September 24, 2022 representing 156 sites, which were deemed to be business combinations. On December 30, 2021 the Company acquired Auto Glass Now (“AGN”). AGN had 79 sites at the time of the Company’s acquisition, and is included within the Company’s Paint, Collision & Glass segment. The aggregate cash consideration for this acquisition, net of cash acquired and liabilities assumed, was $170.6 million. On April 28, 2022, the Company acquired All Star Glass (“ASG”), which was comprised of 30 sites for a total consideration of $43.7 million. On July 6, 2022, the Company acquired K&K Glass, which was comprised of 8 sites for a total consideration of $39.9 million. On July 27, 2022, the Company acquired Jack Morris Auto Glass, which was comprised of 9 sites for a total consideration of $54.9 million. On September 8, 2022, the Company acquired Auto Glass Fitters Inc.(“AGF”), which was comprised of 24 sites for a total consideration of $70.8 million. The Company will amortize the acquired lease right of use assets, customer list intangibles, and definite lived trade name over their estimated remaining lives of 3 to 34 years, 13 years, and one year, respectively. The Company estimated the fair value of acquired assets and liabilities as of the date of acquisition based on information currently available. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. The provisional amounts for assets acquired and liabilities assumed for the 2022 acquisitions are as follows: Paint, Collision & Glass Segment (in thousands) Auto Glass Fitters Inc. Jack Morris Auto Glass K&K Glass All Star Glass Auto Glass Now All Other Paint, Collision & Glass Total PC&G Assets: Cash — 3 — 7,553 7 2 7,564 ROU Asset — — — — 690 — 690 Operating lease ROU Asset — — — 734 10,003 — 10,738 Prepaid rent — — — — 327 30 357 Land — — — — 23 — 23 Equipment — 1,200 1,500 537 428 902 4,567 Vehicles 417 — — — 453 — 870 Furniture and Fixtures — — — — 40 — 40 Inventory — 1,067 500 546 — 27 2,140 Accounts and Notes receivable — 1,069 — 2,436 — — 3,505 Prepaid expenses — — — 250 — — 250 Other Assets 974 — 56 5 — — 1,035 Leasehold improvements — — — — — — — Intangible asset - trade name 800 400 400 600 36,800 — 39,000 Intangible - customer relationships 19,800 15,700 16,200 8,100 12,200 — 72,000 Deferred tax assets — — — — — 71 71 Assets acquired 21,991 19,439 18,656 20,761 60,971 1,032 142,850 Liabilities: Prepaid liability 174 294 111 — — — 579 Trade Payable — — — 1,911 — — 1,911 Accrued Expenses and other long-term liabilities — — — 303 — — 303 Taxes Payable — — — 272 — — 272 Long Term Debt- Current — — — 46 — — 46 Long Term Debt — — — 59 — — 59 Lease liability — — — 733 — — 733 Operating lease liability - Current — — — — 3,017 — 3,017 Operating lease liability - Non-current — — — — 6,987 — 6,987 Total liabilities assumed 174 294 111 3,324 10,004 — 13,907 Net assets acquired 21,817 19,145 18,545 17,437 50,967 1,032 128,943 Total consideration 70,826 54,853 39,945 43,740 170,636 9,382 389,382 Goodwill 49,009 35,708 21,400 26,303 119,669 8,350 260,439 Car Wash Segment (in thousands) Speedy Shine Express Car Wash Jimmy Clean Car Wash All Other Car Wash Total Car Wash Assets: Cash 4 6 49 59 Land 1,560 1,900 16,600 20,060 Land improvements — — — — Building 12,060 9,290 104,630 125,980 Car wash equipment 2,580 2,210 17,808 22,598 Deferred tax assets 12 2,116 740 2,868 Assets acquired 16,216 15,522 139,827 171,565 Liabilities: Prepaid Liability 8 110 423 541 Total liabilities assumed 8 110 423 541 Net assets acquired 16,208 15,412 139,404 171,024 Total consideration 33,496 31,896 201,401 266,793 Goodwill 17,288 16,484 61,997 95,769 Maintenance Segment (in thousands) Maintenance Assets: Cash $ 1 Prepaid rent $ — Land $ 510 Land improvements $ — Building $ 3,845 Car wash equipment $ 485 Inventory $ 226 Prepaid expenses $ 71 Deferred tax assets $ 55 Assets acquired $ 5,193 Liabilities: Total liabilities assumed $ 168 Net assets acquired $ 5,025 Total consideration $ 20,517 Goodwill $ 15,492 Goodwill represents the excess of the consideration paid over the fair value of net assets acquired and includes the expected benefit of synergies within the existing segments and intangible assets that do not qualify for separate recognition. Goodwill, which was allocated to the Car Wash, Maintenance and Paint, Collision & Glass segments, is substantially all deductible for income tax purposes. The following tables present financial information regarding the Car Wash and Glass acquisitions included in our consolidated statements of operations from the date of acquisition through September 24, 2022 under the column “Actual from acquisition date.” The following tables also present supplemental unaudited pro-forma information as if the acquisitions had occurred at the beginning of 2021. The pro-forma information does not necessarily reflect the results of operations that would have occurred had the acquisitions occurred at the beginning of 2021. Cost savings are also not reflected in the unaudited pro-forma amounts for the three and nine months ended September 24, 2022 and September 25, 2021. Three months ended September 24, 2022 Three months ended September 24, 2022 Three months ended September 25, 2021 Actual from acquisition date (in thousands) Car Wash Acquisitions Glass Acquisitions Car Wash & Glass Acquisitions Driven Brands Holdings Consolidated Driven Brands Holdings Consolidated Revenue $ 7,357 $ 47,948 $ 55,305 $ 532,299 $ 442,287 Net income attributable to Driven Brands Holdings Inc. $ 1,889 $ 7,703 $ 9,592 $ 39,398 $ 46,080 Nine months ended September 24, 2022 Nine months ended September 24, 2022 Nine months ended September 25, 2021 Actual from acquisition date (in thousands) Car Wash Acquisitions Glass Acquisitions Car Wash & Glass Acquisitions Driven Brands Holdings Consolidated Driven Brands Holdings Consolidated Revenue $ 11,629 $ 97,941 $ 109,570 $ 1,599,438 $ 1,280,691 Net income attributable to Driven Brands Holdings Inc. $ 2,883 $ 13,780 $ 16,663 $ 34,793 $ 88,930 Deferred Consideration and Transaction Costs Included in the total consideration amounts above for the Car Wash, Maintenance, and Paint, Collision & Glass acquisitions in 2022 was $20 million of consideration not paid on the closing date. The Company has $28 million of deferred consideration related to 2022 and 2021 acquisitions at September 24, 2022. The Company had $23 million of deferred consideration related to 2021 acquisitions at December 25, 2021. The Company paid $15 million of deferred consideration related to 2022 and 2021 acquisitions during the nine months ended September 24, 2022. Deferred consideration is typically paid six months to one-year after the acquisition closing date once all conditions related to representations, warranties and indemnification under the purchase agreement have been satisfied. The Company incurred approximately $4 million of direct transaction costs during the nine months ended September 24, 2022 related to 2022 acquisitions. 2022 Disposition On March 16, 2022, the Company disposed of its 75% owned subsidiary, IMO Denmark ApS, for consideration of $2 million. As a result of the sale, a $1 million loss was recognized within selling, general, and administrative expenses during the nine months ended September 24, 2022. Also, a noncontrolling interest of less than $1 million was derecognized. 2021 Acquisitions 2021 Car Wash Segment The Company completed 38 acquisitions in the Car Wash segment, representing 110 car wash sites, (the “2021 Car Wash Acquisitions”), which were deemed to be business combinations, during the year ended December 25, 2021. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was $732 million. On October 27, 2021, the Car Wash segment acquired Magic Tunnel Car Wash, which was comprised of 16 sites for total consideration of $88 million. On July 14, 2021, the Car Wash segment acquired Frank’s Car Wash, which was comprised of 18 sites for total consideration of $107 million. On May 20, 2021, the Car Wash segment acquired Racer Classic Car Wash, which was comprised of 10 sites for total consideration of $65 million. The Company estimated the fair value of acquired assets and liabilities as of the date of acquisition based on information currently available. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. The amounts for assets acquired and liabilities assumed for the 2021 Car Wash Acquisitions (which are provisional unless otherwise noted with an *) are as follows: (in thousands) Magic Tunnel Car Wash Franks Car Wash Express* Racer Classic Car Wash* All Other Total Car Wash Assets: Cash $ 26 $ 38 $ 18 $ 165 $ 247 Right of use assets — — 2,587 12,277 14,864 Land and improvements 13,020 10,790 6,920 45,455 76,185 Building 48,380 48,570 31,490 270,155 398,595 Equipment 13,800 7,377 5,698 59,578 86,453 Inventory — — 311 — 311 Intangibles, net 700 800 550 — 2,050 Deferred tax assets — 94 — 1,596 1,690 Assets held for sale — — — 996 996 Assets acquired 75,926 67,669 47,574 390,222 581,391 Liabilities: Accrued liability — 50 155 304 509 Lease liability — — 2,687 12,277 14,964 Deferred tax liabilities — — 758 — 758 Liabilities assumed — 50 3,600 12,581 16,231 Net assets acquired 75,926 67,619 43,974 377,641 565,160 Total consideration 88,026 106,558 64,843 472,721 732,148 Goodwill $ 12,100 $ 38,939 $ 20,869 $ 95,080 $ 166,988 Goodwill which was allocated to the Car Wash segment is substantially all deductible for income tax purposes. The following table presents financial information regarding the 2021 Car Wash Acquisitions operations included in our consolidated statements of operations from the date of acquisition through December 25, 2021 under the column “Actual from acquisition date in 2021.” The following table presents supplemental unaudited pro-forma information as if the 2021 Car Wash Acquisitions had occurred at the beginning of 2020. The pro-forma information does not necessarily reflect the results of operations that would have occurred had the 2021 Car Wash Acquisitions occurred at the beginning of 2020. Cost savings are also not reflected in the unaudited pro-forma amounts for the year ended December 25, 2021 and December 26, 2020, respectively. Actual from Pro-forma for year ended (in thousands) December 25, 2021 December 26, 2020 Revenue $ 48,648 $ 1,613,479 $ 1,026,012 Net income attributable to Driven Brands Holdings Inc. $ 11,693 $ 47,272 $ 20,558 2021 Maintenance Segment During the year ended December 25, 2021, the Company also completed 8 acquisitions in the Maintenance segment representing 13 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 $37 million. The Company estimated the fair value of acquired assets and liabilities as of the date of acquisition based on information currently available. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. The finalized amounts for assets acquired and liabilities assumed for the 2021 Maintenance Acquisitions are as follows: (in thousands) Assets: Cash $ 2 Land and improvements 4,425 Building 13,220 Equipment 1,450 Inventory 200 Deferred tax assets 90 Asset held for sale 3,275 22,662 Liabilities: Prepaid liability 52 Liabilities assumed 52 Net assets acquired 22,610 Total consideration 37,271 Goodwill $ 14,661 2021 Paint, Collision & Glass Segment During the year ended December 25, 2021, the Company completed two acquisitions in its Paint, Collision & Glass segment (the “2021 PC&G Acquisitions”) representing 12 collision sites, each individually immaterial, which were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was $33 million. The Company estimated the fair value of acquired assets and liabilities as of the date of acquisition based on information currently available. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period. The finalized amounts for assets acquired and liabilities assumed for the 2021 PC&G Acquisitions are as follows: (in thousands) Assets: Right of use asset $ 7,672 Equipment 1,512 Inventory 107 Intangibles, net 6,707 Assets acquired 15,998 Liabilities: Accrued liability 5 Lease liability 7,664 Off-market lease component 99 Liabilities assumed 7,768 Net assets acquired 8,230 Total consideration 32,972 Goodwill $ 24,742 In addition, during the twelve months ended December 25, 2021, the Company completed 11 acquisitions composed of one site each, 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 nine were included in the Maintenance segment. The aggregate consideration paid for the Car Wash acquisitions and Maintenance assets acquisitions was $9 million and $7 million, respectively. Deferred Consideration and Transaction Costs Included in the total consideration amounts above for the Car Wash and Maintenance acquisitions in 2021 was $24 million of consideration not paid on the closing date. The Company had $23 million of deferred consideration related to 2021 and 2020 acquisitions at December 25, 2021. The Company had $5 million of deferred consideration related to 2020 acquisitions at December 26, 2020. The Company paid $6 million of deferred consideration related to 2021 and 2020 and prior acquisitions during the year ended December 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 $3 million of transaction costs during the year ended December 25, 2021 related to 2021 acquisitions. 2021 Disposition 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 year ended December 25, 2021. Also, a noncontrolling interest of $1 million was derecognized. |