Acquisitions and Dispositions | Acquisitions and Dispositions The Company strategically acquires companies and assets 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 fair values as of the date of the acquisition with the remaining amount recorded in goodwill. 2023 Acquisitions The Company completed six acquisitions in the Maintenance segment during the year ended December 30, 2023, representing six sites. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was approximately $9 million. The Company completed three acquisitions in the Car Wash segment during the year ended December 30, 2023, representing four sites. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was approximately $15 million. The Company completed two acquisitions in the Paint, Collision & Glass segment during the year ended December 30, 2023, representing two sites. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was approximately $6 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 provisional amounts for assets acquired and liabilities assumed for the 2023 acquisitions are as follows: 2023 Maintenance Segment (in thousands) Maintenance Assets: Operating lease right-of-use assets $ 3,693 Property and equipment, net 3,855 Assets acquired 7,548 Liabilities: Accrued expenses and other liabilities 275 Operating lease liabilities 3,394 Total liabilities assumed 3,669 Cash consideration, net of cash acquired 8,108 Deferred consideration 490 Total consideration, net of cash acquired $ 8,598 Goodwill $ 4,719 2023 Car Wash Segment (in thousands) Car Wash Assets: Operating lease right-of-use assets $ 1,249 Property and equipment, net 11,181 Deferred tax asset 17 Assets acquired 12,447 Liabilities: Accrued expenses and other liabilities 11 Operating lease liabilities 1,220 Total liabilities assumed 1,231 Cash consideration, net of cash acquired 15,293 Deferred consideration 25 Total consideration, net of cash acquired $ 15,318 Goodwill $ 4,102 2023 Paint, Collision & Glass Segment (in thousands) Paint, Collision & Glass Assets: Inventory $ 35 Property and equipment, net 667 Assets acquired 702 Cash consideration, net of cash acquired 4,947 Deferred consideration 695 Total consideration, net of cash acquired $ 5,642 Goodwill $ 4,940 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. 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 amortizes the customer list intangibles and definite lived trade name over their estimated remaining lives of 13 years, and 1 year, respectively. 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 Deferred tax assets 335 12 64 2,831 3,242 Total assets acquired 28,555 16,212 21,804 175,009 241,580 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 Goodwill $ 9,445 $ 17,296 $ 10,196 $ 72,039 $ 108,976 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 Deferred tax assets — — — — — 84 84 Total assets acquired 27,495 20,458 19,807 18,025 61,341 6,941 154,067 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 Goodwill $ 48,038 $ 35,651 $ 20,836 $ 26,548 $ 119,569 $ 29,689 $ 280,331 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 Deferred tax assets 844 Total assets acquired 16,569 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 $ 18,542 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. Immaterial purchase price adjustments were recorded during the current year relating to 2022 acquisitions within their respective one year period. Purchase accounting allocations are complete for all 2022 acquisitions as of December 30, 2023. 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 heading “Actual from acquisition date in 2022.” 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. Pro-forma for Year Ended Actual from acquisition date in 2022 December 31, December 25, (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 The Company completed 38 acquisitions in the Car Wash segment, representing 110 car wash sites and 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. 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 and were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired, was $33 million. The Company also completed 8 acquisitions in the Maintenance segment representing 13 maintenance sites, each individually immaterial, during the year ended December 25, 2021 and were deemed to be business combinations. The aggregate cash consideration for these acquisitions, net of cash acquired, was $37 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 2023 was $1 million of consideration not paid on the closing date. The Company had $3 million and $35 million of deferred consideration related to acquisitions at December 30, 2023 and December 31, 2022, respectively. The Company paid $33 million and $16 million of deferred consideration related to prior acquisitions during the years ended December 30, 2023 and December 31, 2022, respectively. Deferred consideration is recorded within investing activities at the time of payment. The Company incurred less than $1 million, $4 million, and $3 million of transaction costs during the years ended December 30, 2023, December 31, 2022, and December 25, 2021 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. |