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.

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

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:


(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


(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

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 Pro-forma		Driven Brands Holdings Consolidated Pro-forma
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 Pro-forma		Driven Brands Holdings Consolidated Pro-forma
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

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.

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.

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

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.

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:

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 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.

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.

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.