Business Acquisitions | Business Acquisitions The Company strategically acquires companies in order to increase its footprint and offer products and services that diversify its existing offerings, primarily through asset purchase agreements. These acquisitions are accounted for as business combinations using the acquisition method, whereby the purchase price is allocated to the assets acquired and liabilities assumed, based on their estimated fair values at the date of the acquisition with the remaining amount recorded in goodwill. 2022 Acquisitions The Company completed 22 acquisitions in the Car Wash segment during the year ended December 31, 2022, representing 35 sites, which were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired, was approximately $350 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 $32 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 $34 million. On October 5, 2022, the Car Wash segment acquired Quick & Clean Car Wash, which was comprised of 4 sites for a total consideration of $38 million. The Company completed 6 acquisitions in the Maintenance segment during the year ended December 31, 2022, representing 14 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 $25 million. The Company completed 10 acquisitions in the Paint, Collision & Glass segment during the year ended December 31, 2022 representing 174 sites, which were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired, was $406 million. On December 30, 2021 the Company acquired AGN, which was comprised of 79 sites at the time of the Company’s acquisition, for a total consideration of $171 million. The purchase price allocation resulted in the recognition of $49 million of intangible assets, $37 million of which was a trade name intangible asset. The fair value of the acquired trade name was estimated using an income approach, specifically, the relief-from-royalty method. The Company utilized assumptions with respect to forecasted sales, the discount rate, and the royalty rate in determining the fair value of the acquired trade name. The purchase price allocation was considered complete for AGN as of December 31, 2022. On April 28, 2022, the Company acquired All Star Glass (“ASG”), which was comprised of 31 sites at the time of the acquisition for a total consideration of $36 million. On July 6, 2022, the Company acquired K&K Glass, which was comprised of 8 sites for a total consideration of $40 million. On July 27, 2022, the Company acquired Jack Morris Auto Glass, which was comprised of 9 sites for a total consideration of $54 million. On September 8, 2022, the Company acquired Auto Glass Fitters Inc., which was comprised of 24 sites for a total consideration of $72 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 4 years, 13 years, and 1 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. 2022 Car Wash Segment The provisional amounts for assets acquired and liabilities assumed for the 2022 Car Wash acquisitions are as follows: (in thousands) Quick & Clean Car Wash Speedy Shine Express Car Wash Jimmy Clean Car Wash All Other Car Wash Total Car Wash Assets: Property and equipment, net $ 28,220 $ 16,200 $ 21,740 $ 172,178 $ 238,338 Goodwill 9,445 17,296 10,196 72,039 108,976 Deferred tax assets 335 12 64 2,831 3,242 Total assets acquired 38,000 33,508 32,000 247,048 350,556 Liabilities: Accrued expenses and other liabilities 9 8 110 444 571 Total liabilities assumed 9 8 110 444 571 Cash Consideration, net of cash acquired 36,851 32,495 31,890 239,758 340,994 Deferred Consideration 1,140 1,005 — 6,846 8,991 Total Consideration, net of cash acquired $ 37,991 $ 33,500 $ 31,890 $ 246,604 $ 349,985 2022 Paint, Collision & Glass Segment The provisional amounts for assets acquired and liabilities assumed for the 2022 Paint, Collision & Glass acquisitions are as follows: (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: Accounts and notes receivable, net $ 5,264 $ 1,162 $ — $ 2,349 $ — $ 832 $ 9,607 Inventory 134 1,150 1,067 546 — 1,518 4,415 Prepaid and other assets 64 70 — 119 — 14 267 Property and equipment, net 417 418 1,553 568 1,064 1,628 5,648 Operating lease right-of-use assets 1,016 1,558 587 5,943 11,177 2,865 23,146 Intangibles, net 20,600 16,100 16,600 8,500 49,100 — 110,900 Goodwill 48,038 35,651 20,836 26,548 119,569 29,689 280,331 Deferred tax assets — — — — — 84 84 Total assets acquired 75,533 56,109 40,643 44,573 180,910 36,630 434,398 Liabilities: Accounts payable 2,010 630 — 1,825 — 229 4,694 Accrued expenses and other liabilities 817 644 195 2,152 1,932 768 6,508 Current portion of long term debt — — — 10 31 — 41 Long-term debt — — — 21 89 — 110 Operating lease liabilities 262 1,030 392 4,223 8,229 2,024 16,160 Deferred tax liabilities 375 19 — — — — 394 Total liabilities assumed 3,464 2,323 587 8,231 10,281 3,021 27,907 Cash Consideration, net of cash acquired 56,044 48,386 40,056 36,342 170,629 30,209 381,666 Deferred Consideration 16,025 5,400 — — — 3,400 24,825 Total Consideration, net of cash acquired $ 72,069 $ 53,786 $ 40,056 $ 36,342 $ 170,629 $ 33,609 $ 406,491 2022 Maintenance Segment The provisional amounts for assets acquired and liabilities assumed for the 2022 Maintenance acquisitions are as follows: (in thousands) Maintenance Assets: Inventory $ 362 Property and equipment, net 5,040 Operating lease right-of-use assets 10,323 Goodwill 18,542 Deferred tax assets 844 Total assets acquired 35,111 Liabilities: Accrued expenses and other liabilities 792 Operating lease liabilities 9,402 Total liabilities assumed 10,194 Cash Consideration, net of cash acquired 22,849 Deferred Consideration 2,068 Total Consideration, net of cash acquired $ 24,917 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 table presents financial information regarding the 2022 Car Wash segment and Paint, Collision & Glass segment acquisitions included in our consolidated statements of operations from the date of acquisition through December 31, 2022 under the column “Actual from acquisition date.” The following tables also present supplemental pro-forma information as if the acquisitions had occurred at the beginning of fiscal year 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 pro-forma amounts for the years ended December 31, 2022 and December 25, 2021. Year Ended December 31, 2022 Year Ended December 31, 2022 Year Ended December 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 $ 21,526 $ 157,498 $ 179,024 $ 2,172,185 $ 1,764,435 Net income attributable to Driven Brands Holdings Inc. $ 5,598 $ 22,885 $ 28,483 $ 66,249 $ 61,539 2021 Acquisitions 2021 Car Wash Segment The Company completed 38 acquisitions in the Car Wash segment, representing 110 car wash sites, 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, 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 amounts for assets acquired and liabilities assumed for the 2021 Car Wash Acquisitions are as follows: (in thousands) Magic Tunnel Car Wash Franks Car Wash Racer Classic Car Wash & AutoClean Car Wash Other Total Car Wash Assets: Inventory $ — $ — $ 311 $ — $ 311 Property and equipment, net 75,200 66,737 44,108 375,188 561,233 Operating lease right-of-use assets — — 2,587 12,277 14,864 Intangibles, net 700 800 550 — 2,050 Goodwill 12,100 38,939 20,869 95,080 166,988 Assets held for sale — — — 996 996 Deferred tax assets — 94 — 1,596 1,690 Total assets acquired 88,000 106,570 68,425 485,137 748,132 Liabilities: Accrued expenses and other liabilities — 50 155 304 509 Operating lease liabilities — — 2,687 12,277 14,964 Deferred tax liabilities — — 758 — 758 Total liabilities assumed — 50 3,600 12,581 16,231 Cash Consideration, net of cash acquired 85,800 106,520 62,874 453,454 708,648 Deferred Consideration 2,200 — 1,951 19,102 23,253 Total Consideration, net of cash acquired $ 88,000 $ 106,520 $ 64,825 $ 472,556 $ 731,901 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 Cash Wash segment acquisitions included in the 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 pro-forma information as if the acquisitions had occurred at the beginning of fiscal year 2020. The pro-forma information does not necessarily reflect the results of operations that would have occurred had the acquisitions occurred at the beginning of 2020. Cost savings are also not reflected in the 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 Paint, Collision & Glass Segment In addition, the Company completed 2 acquisitions representing 12 collision sites, each individually immaterial, which are included within the Company’s Paint, Collision & Glass segment during the year ended December 25, 2021, which were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired, was $33 million. The amounts for assets acquired and liabilities assumed for the 2021 PC&G Acquisitions are as follows: (in thousands) Paint, Collision & Glass Assets: Inventory $ 107 Property and equipment, net 1,512 Operating lease right-of-use assets 7,672 Intangibles, net 6,707 Goodwill 24,742 Total assets acquired 40,740 Liabilities: Accounts payable Accrued expenses and other liabilities 5 Operating lease liabilities 7,763 Total liabilities assumed 7,768 Cash Consideration, net of cash acquired 32,972 Deferred Consideration — Total Consideration, net of cash acquired $ 32,972 2021 Maintenance Segment The Company also completed 8 acquisitions in the Maintenance segment representing 13 maintenance sites, each individually immaterial, during the year ended December 25, 2021, which were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired, was $37 million. The amounts for assets acquired and liabilities assumed for the 2021 Maintenance Acquisitions are as follows: (in thousands) Maintenance Assets: Inventory $ 200 Property and equipment, net 19,095 Goodwill 14,661 Assets held for sale 3,275 Deferred tax assets 90 Total assets acquired 37,321 Liabilities: Accrued expenses and other liabilities 52 Total liabilities assumed 52 Cash Consideration, net of cash acquired 36,874 Deferred Consideration 395 Total Consideration, net of cash acquired $ 37,269 Purchase accounting allocations are complete for all 2021 acquisitions as of December 31, 2022 2020 Acquisitions Acquisition of International Car Wash Group (Car Wash Segment) 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”). Under the merger agreement, RC IV ICW Merger Sub LLC, a subsidiary of RC IV Cayman ICW Holdings LLC and the direct parent of RC IV Cayman ICW LLC, merged with and into the Parent. ICWG’s shareholders received 217,980 of the Parent’s Class A common units. The Parent then contributed ICWG to the Company in exchange for 38.3 million shares of the Company’s common stock (after giving effect to the Company’s stock split, which is discussed further in Note 1 ). The ICWG Acquisition resulted in the Company acquiring 741 independently-operated and 199 company-operated car wash centers in 14 countries across Europe, the U. S., and Australia. The operating results from ICWG are included in the Car Wash segment. Approximately $249 million of the goodwill associated with this acquisition is deductible for income tax purposes. All goodwill related to this acquisition was allocated to the Car Wash segment. Acquisition of Fix Auto (Paint, Collision & Glass Segment) On April 20, 2020, the Company acquired 100% of the outstanding equity of Fix Auto USA, 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 increases the Company’s collision services footprint. All goodwill related to this acquisition was allocated to the Paint, Collision & Glass segment. None of the goodwill associated with this acquisition is deductible for income tax purposes. Other Acquisitions During 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 aggregate cash consideration paid for these acquisitions, net of cash acquired, was approximately $109 million. Deferred Consideration and Transaction Costs 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. Included in the total consideration amounts above for the acquisitions in 2022 was $36 million of consideration not paid on the closing date. The Company had $35 million and $16 million of deferred consideration related to acquisitions at December 31, 2022 and December 25, 2021, respectively. The Company paid $16 million and $6 million of deferred consideration related to prior acquisitions during the years ended December 31, 2022 and December 25, 2021, respectively. Deferred consideration is recorded within investing activities at the time of payment. The Company incurred approximately $4 million, $3 million, and $7 million of transaction costs during the years ended December 31, 2022, December 25, 2021, and December 26, 2020, respectively. In addition, during the year ended December 25, 2021 the Company recorded a $4 million benefit to acquisition costs in the consolidated statements of operations related to the reversal of a liability previously recorded for a 2020 acquisition related to contingent consideration that was deemed to be remote. Dispositions On September 12, 2022, the Company disposed of CARSTAR franchise sites from within the Paint, Collision & Glass segment for consideration of $17 million. As a result of the sale, a $12 million gain was recognized within selling, general, and administrative expenses during the year ended December 31, 2022. The Company allocated $3 million of goodwill as part of the sale. 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 year ended December 31, 2022. Also, a noncontrolling interest of less than $1 million was derecognized. The Company allocated less than $1 million of goodwill as part of the sale. 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 31, 2022. Also, a noncontrolling interest of $1 million was derecognized. |