Acquisitions and Dispositions (Tables)

6 Months Ended

Jun. 25, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Estimated Purchase Price Allocation

The provisional amounts for assets acquired and liabilities assumed for the 2022 acquisitions are as follows:

(in thousands)	Jimmy Clean Car Wash		All Other Car Wash		Maintenance		All Star Glass		Auto Glass Now		All Other Paint, Collision & Glass		Total
Assets:
Cash	$	6	$	32	$	—	$	7,553	$	7	$	2	$	7,600
Prepaid assets	—		—		—		—		327		30		357
Land and building	11,190		79,100		1,025				23		—		91,338
Equipment	2,210		11,268		85		537		921		902		15,923
Inventory	—		—		24		546		—		27		597
Accounts and Notes receivable	—		—		—		2,436		—		—		2,436
Prepaid expenses	—		—		—		255		—		—		255
Operating lease right of use asset	—		—		—		734		10,693		—		11,427
Intangibles, net	—		—		—		8,700		49,000		—		57,700
Leasehold improvements	—		—		—		—		—		—		—
Deferred tax assets	2,116		674		55				—		—		2,845
Assets acquired	15,522		91,074		1,189		20,761		60,971		961		190,478
Liabilities:
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
Prepaid Liabilities	110		140		—		—		—		—		250
Operating lease liabilities	—		—		—		733		10,003		—		10,736
Total liabilities assumed	110		140		—		3,324		10,003		—		13,577
Net assets acquired	15,412		90,934		1,189		17,437		50,968		961		176,901
Total consideration	31,896		132,814		2,922		43,740		170,636		9,381		391,389
Goodwill	$	16,484	$	41,880	$	1,733	$	26,303	$	119,668	$	8,420	$	214,488

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

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

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

Schedule of Pro Forma Information

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 six months ended June 25, 2022 and June 26, 2021.

	Three months ended June 25, 2022						Three months ended June 25, 2022		Three months ended June 26, 2021
	Actual from acquisition date
(in thousands)	Car Wash Acquisitions		Glass Acquisitions		Car Wash & Glass Acquisitions		Driven Brands Holdings Consolidated Pro-forma		Driven Brands Holdings Consolidated Pro-forma
Revenue	$	4,896	$	29,912	$	34,808	$	516,078	$	418,706
Net income (loss) attributable to Driven Brands Holdings Inc.	$	1,440	$	4,027	$	5,467	$	(55,172)	$	46,020

	Six months ended June 25, 2022						Six months ended June 25, 2022		Six months ended June 26, 2021
	Actual from acquisition date
(in thousands)	Car Wash Acquisitions		Glass Acquisitions		Car Wash & Glass Acquisitions		Driven Brands Holdings Consolidated Pro-forma		Driven Brands Holdings Consolidated Pro-forma
Revenue	$	5,378	$	49,992	$	55,370	$	1,002,583	$	783,960
Net income (loss) attributable to Driven Brands Holdings Inc.	$	1,512	$	6,076	$	7,588	$	(15,819)	$	24,749

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 acquisition date in 2021		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