Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 25, 2021 | Mar. 11, 2022 | Jun. 26, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 25, 2021 | ||
Current Fiscal Year End Date | --12-25 | ||
Document Transition Report | false | ||
Entity File Number | 001-39898 | ||
Entity Registrant Name | Driven Brands Holdings Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-3595252 | ||
Entity Address, Address Line One | 440 South Church Street | ||
Entity Address, Address Line Two | Suite 700 | ||
Entity Address, City or Town | Charlotte | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 28202 | ||
City Area Code | (704) | ||
Local Phone Number | 377-8855 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | DRVN | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.3 | ||
Entity Common Stock, Shares Outstanding | 167,506,829 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the 2022 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K, are incorporated by reference in Part III, Items 10-14 of this Form 10-K. | ||
Entity Central Index Key | 0001804745 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Non-accelerated Filer |
Audit Information
Audit Information | 12 Months Ended |
Dec. 25, 2021 | |
Auditor Information [Abstract] | |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Charlotte, North Carolina |
Auditor Firm ID | 248 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | ||
Revenue: | ||||
Revenue | $ 1,467,280 | $ 904,200 | $ 600,273 | |
Operating expenses: | ||||
Selling, general and administrative expenses | 292,263 | 218,277 | 142,249 | |
Acquisition costs | 62,386 | 15,682 | 11,595 | |
Store opening costs | 2,497 | 2,928 | 5,721 | |
Depreciation and amortization | 112,777 | 62,114 | 24,220 | |
Asset impairment charges | 3,257 | 8,142 | 0 | |
Total operating expenses | 1,290,215 | 809,471 | 530,252 | |
Operating income | 177,065 | 94,729 | 70,021 | |
Other (income) expense, net | ||||
Interest expense, net | 75,914 | 95,646 | 56,846 | |
Loss on debt extinguishment | 45,576 | 5,490 | 595 | |
Loss (gain) on foreign currency transactions, net | 20,683 | (13,563) | 0 | |
Total other expenses, net | 142,173 | 87,573 | 57,441 | |
Income before taxes | 34,892 | 7,156 | 12,580 | |
Income tax expense | 25,356 | 11,372 | 4,830 | |
Net income (loss) | 9,536 | (4,216) | 7,750 | |
Net income (loss) attributable to non-controlling interests | (96) | (17) | 19 | |
Net income (loss) attributable to Driven Brands Holdings Inc. | $ 9,632 | $ (4,199) | $ 7,731 | |
Earnings (loss) per share | ||||
Basic (in dollars per share) | [1] | $ 0.06 | $ (0.04) | $ 0.09 |
Diluted (in dollars per share) | [1] | $ 0.06 | $ (0.04) | $ 0.09 |
Weighted average shares outstanding | ||||
Basic (shares) | [1] | 160,684,000 | 104,318,000 | 88,990,000 |
Diluted (shares) | [1] | 164,644,000 | 104,318,000 | 88,990,000 |
Franchise And Royalty | ||||
Revenue: | ||||
Revenue | $ 144,413 | $ 117,126 | $ 111,170 | |
Company-Operated Store | ||||
Revenue: | ||||
Revenue | 843,646 | 489,267 | 329,110 | |
Operating expenses: | ||||
Operating expenses | 515,837 | 305,908 | 223,683 | |
Independently-Operated Store | ||||
Revenue: | ||||
Revenue | 204,246 | 67,193 | 0 | |
Operating expenses: | ||||
Operating expenses | 114,115 | 41,051 | 0 | |
Advertising | ||||
Revenue: | ||||
Revenue | 75,599 | 59,672 | 66,270 | |
Operating expenses: | ||||
Operating expenses | 74,765 | 61,989 | 69,779 | |
Supply And Other | ||||
Revenue: | ||||
Revenue | 199,376 | 170,942 | 93,723 | |
Operating expenses: | ||||
Operating expenses | $ 112,318 | $ 93,380 | $ 53,005 | |
[1] | Share and per share amounts have been adjusted to reflect an implied 88,990-for-one stock split that became effective on January 14, 2021. See Note 16 for additional information. |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) | Jan. 14, 2021 |
Income Statement [Abstract] | |
Stock split | 88,990 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 9,536 | $ (4,216) | $ 7,750 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | (20,994) | 13,227 | 4,726 |
Unrealized loss from cash flow hedges, net of tax | (671) | (87) | 0 |
Actuarial gain (loss) of defined benefit pension plan, net of tax | 132 | (219) | 0 |
Other comprehensive income (loss), net | (21,533) | 12,921 | 4,726 |
Total comprehensive income (loss) | (11,997) | 8,705 | 12,476 |
Comprehensive income (loss) attributable to non-controlling interests | (73) | 2 | 19 |
Comprehensive income (loss) attributable to Driven Brands Holdings Inc. | $ (11,924) | $ 8,703 | $ 12,457 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 523,414 | $ 172,611 |
Restricted cash | 792 | 15,827 |
Accounts and notes receivable, net | 117,903 | 84,805 |
Inventory | 46,990 | 43,039 |
Prepaid and other assets | 24,326 | 25,070 |
Income tax receivable | 6,867 | 3,055 |
Assets held for sale | 3,275 | 0 |
Advertising fund assets, restricted | 45,360 | 29,276 |
Total current assets | 768,927 | 373,683 |
Property and equipment, net | 1,350,984 | 827,392 |
Operating lease right-of-use assets | 995,625 | 884,927 |
Deferred commissions | 10,567 | 8,661 |
Intangibles, net | 816,183 | 829,308 |
Goodwill | 1,910,392 | 1,727,351 |
Notes receivable, net | 3,182 | 3,828 |
Deferred tax asset | 1,509 | 0 |
Total assets | 5,857,369 | 4,655,150 |
Current liabilities: | ||
Accounts payable | 83,033 | 67,802 |
Income taxes payable | 11,054 | 3,513 |
Accrued expenses and other liabilities | 297,620 | 190,867 |
Current portion of long-term debt | 26,044 | 22,988 |
Income tax receivable liability | 24,255 | 0 |
Advertising fund liabilities | 26,441 | 20,276 |
Total current liabilities | 468,447 | 305,446 |
Long-term debt, net | 2,356,320 | 2,102,219 |
Operating lease liabilities | 931,604 | 818,001 |
Deferred tax liabilities | 257,067 | 249,043 |
Deferred revenue | 37,576 | 20,757 |
Income tax receivable liability | 131,715 | 0 |
Long-term accrued expenses and other liabilities | 29,398 | 53,324 |
Total liabilities | 4,212,127 | 3,548,790 |
Common stock | 1,674 | 565 |
Additional paid-in capital | 1,605,890 | 1,055,172 |
Retained earnings | 41,607 | 31,975 |
Accumulated other comprehensive income | (5,028) | 16,528 |
Total shareholders' equity attributable to Driven Brands Holdings Inc. | 1,644,143 | 1,104,240 |
Non-controlling interests | 1,099 | 2,120 |
Total shareholders' equity | 1,645,242 | 1,106,360 |
Total liabilities and shareholders' equity | $ 5,857,369 | $ 4,655,150 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’/MEMBERS’ EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Cumulative Effect, Period of Adoption, Adjusted Balance | Common stock | Common stockCumulative Effect, Period of Adoption, Adjusted Balance | Additional paid-in capital | Additional paid-in capitalCumulative Effect, Period of Adoption, Adjusted Balance | Retained earnings | Retained earningsCumulative Effect, Period of Adoption, Adjustment | Retained earningsCumulative Effect, Period of Adoption, Adjusted Balance | Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss)Cumulative Effect, Period of Adoption, Adjusted Balance | Non-controlling interests | Non-controlling interestsCumulative Effect, Period of Adoption, Adjusted Balance |
Beginning balance at Dec. 29, 2018 | $ 437,687 | $ 565 | $ 403,970 | $ 34,252 | $ (1,100) | $ 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | 7,750 | 7,731 | 19 | |||||||||||
Other comprehensive income (loss) | 4,726 | 4,726 | 0 | |||||||||||
Equity-based compensation expense | 1,195 | 1,195 | ||||||||||||
Acquisition of non-controlling interest | 1,445 | 1,445 | ||||||||||||
Contributions | 75 | 75 | ||||||||||||
Dividend to Driven Investor LLC | (163,000) | (163,000) | ||||||||||||
Ending balance at Dec. 28, 2019 | 289,878 | $ 284,069 | 565 | $ 565 | 242,240 | $ 242,240 | 41,983 | $ 36,174 | 3,626 | $ 3,626 | 1,464 | $ 1,464 | ||
Ending balance (Accounting Standards Update 2016-02) at Dec. 28, 2019 | $ (4,012) | $ (4,012) | ||||||||||||
Ending balance (Accounting Standards Update 2016-13) at Dec. 28, 2019 | $ (1,797) | $ (1,797) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | (4,216) | (4,199) | (17) | |||||||||||
Other comprehensive income (loss) | 12,921 | 12,902 | 19 | |||||||||||
Equity-based compensation expense | 1,323 | 1,323 | ||||||||||||
Acquisition of non-controlling interest | 400 | 400 | ||||||||||||
Capital contribution to non-controlling interest | 254 | 254 | ||||||||||||
Issuance of common stock | 811,609 | 811,609 | ||||||||||||
Ending balance at Dec. 26, 2020 | 1,106,360 | 565 | 1,055,172 | 31,975 | 16,528 | 2,120 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Net income (loss) | 9,536 | 9,632 | (96) | |||||||||||
Other comprehensive income (loss) | (21,533) | (21,556) | 23 | |||||||||||
Equity-based compensation expense | 4,301 | 4,301 | ||||||||||||
Exercise of stock options | 505 | 505 | ||||||||||||
Issuance of common stock | 646,743 | 1,082 | 645,661 | |||||||||||
Common stock issued upon underwriter's exercise of over-allotment | 99,225 | 48 | 99,177 | |||||||||||
Repurchase of common stock | (42,977) | (21) | (42,956) | |||||||||||
Establishment of income tax receivable liability | (155,970) | (155,970) | ||||||||||||
At-Pac divestiture | (948) | (948) | ||||||||||||
Ending balance at Dec. 25, 2021 | $ 1,645,242 | $ 1,674 | $ 1,605,890 | $ 41,607 | $ (5,028) | $ 1,099 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Statement of Cash Flows [Abstract] | |||
Net income (loss) | $ 9,536 | $ (4,216) | $ 7,750 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 112,777 | 62,114 | 24,220 |
Noncash lease cost | 70,143 | 49,348 | 0 |
Loss (gain) on foreign denominated transactions | 25,324 | (23,245) | 0 |
Loss (gain) on foreign currency derivative | (4,642) | 10,033 | 0 |
Loss (gain) on sale of property and equipment | (11,353) | (558) | 368 |
Bad debt expense | 1,854 | 7,059 | 1,685 |
Asset impairment costs | 3,257 | 8,142 | 0 |
Amortization of deferred financing costs and bond discounts | 7,002 | 10,890 | 3,682 |
Provision for deferred income taxes | 9,866 | 3,936 | 3,169 |
Loss on debt extinguishment | 45,576 | 5,490 | 595 |
Other, net | 2,118 | 1,966 | 1,389 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts and notes receivable, net | (35,912) | (11,782) | (7,173) |
Inventory | (5,723) | (2,904) | (5,452) |
Prepaid and other assets | (30,260) | (5,658) | (2,313) |
Advertising fund assets and liabilities, restricted | 9,386 | (369) | 6,492 |
Deferred commissions | (1,899) | (1,927) | (1,958) |
Deferred revenue | 6,678 | 6,278 | 2,524 |
Accounts payable | 6,905 | (4,454) | 13,849 |
Accrued expenses and other liabilities | 119,051 | 15,956 | (7,617) |
Income tax payable, net | 4,466 | 3,734 | 162 |
Operating lease liabilities | (60,323) | (45,847) | 0 |
Cash provided by operating activities | 283,827 | 83,986 | 41,372 |
Cash flows from investing activities: | |||
Capital expenditures | (160,760) | (52,459) | (28,230) |
Cash used in business acquisitions, net of cash acquired | (800,829) | (105,031) | (454,193) |
Proceeds from sale-leaseback transactions | 144,134 | 100,174 | 0 |
Proceeds from disposition of business | 1,529 | 0 | 0 |
Proceeds from disposal of fixed assets | 990 | 0 | 0 |
Cash used in investing activities | (814,936) | (57,316) | (482,423) |
Cash flows from financing activities: | |||
Payment of contingent consideration related to acquisitions | 0 | (2,783) | 0 |
Payment of debt issuance cost | (19,756) | (22,932) | (14,056) |
Proceeds from the issuance of long-term debt | 950,000 | 625,000 | 575,000 |
Repayment of long-term debt | (721,500) | (448,213) | (10,988) |
Repayments of revolving lines of credit and short-term debt | (544,800) | (432,800) | 0 |
Proceeds from revolving lines of credit and short-term debt | 526,800 | 391,301 | 59,499 |
Repayment of principal portion of finance lease liability | (2,199) | (595) | 0 |
Distribution to Driven Investor LLC | 0 | 0 | (163,000) |
Contributions | 0 | 0 | 75 |
Proceeds from failed sale-leaseback transactions | 538 | 5,633 | 0 |
Proceeds from initial public offering, net of underwriting discounts | 661,500 | 0 | 0 |
Net proceeds from follow-on public offering | 99,225 | 0 | 0 |
Repurchases of common stock | (43,040) | 0 | 0 |
Proceeds from stock option exercises | 505 | 0 | 0 |
Payments for termination of interest rate swaps | (21,826) | 0 | 0 |
Proceeds from issuance of equity shares | 0 | 2,609 | 0 |
Other, net | 89 | 1,423 | 0 |
Cash provided by financing activities | 885,536 | 118,643 | 446,530 |
Effect of exchange rate changes on cash | 558 | 4,468 | (120) |
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted | 354,985 | 149,781 | 5,359 |
Cash and cash equivalents, beginning of period | 172,611 | 34,935 | 37,530 |
Cash included in advertising funds, restricted cash and restricted cash equivalents, beginning of period | 19,369 | 23,091 | 15,137 |
Restricted cash, beginning of period | 15,827 | 0 | 0 |
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period | 207,807 | 58,026 | 52,667 |
Cash and cash equivalents, end of period | 523,414 | 172,611 | 34,935 |
Cash included in advertising funds, restricted cash and restricted cash equivalents, restricted, end of period | 38,586 | 19,369 | 23,091 |
Restricted cash, end of period | 792 | 15,827 | 0 |
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period | 562,792 | 207,807 | 58,026 |
Supplemental cash flow disclosures - non-cash items: | |||
Accrued capital expenditures, end of period | 4,753 | 5,726 | 8,782 |
Capital leases | 2,191 | ||
Contingent consideration | 56,000 | 4,309 | 2,880 |
Sale-leaseback | 0 | 0 | 30,929 |
Supplemental cash flow disclosures - cash paid for: | |||
Interest | 75,807 | 88,772 | 51,209 |
Income taxes | $ 12,764 | $ 6,238 | $ 1,767 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 25, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Description of Business Driven Brands Holdings Inc., together with its subsidiaries (collectively, the “Company”), is a Delaware corporation and is the parent holding company of Driven Brands, Inc. and Shine Holdco (UK) Limited (collectively, “Driven Brands”). The Company previously operated as RC Driven Holdings LLC, a Delaware limited liability company. On July 6, 2020, RC Driven Holdings LLC converted into a Delaware corporation pursuant to a statutory conversion, and changed its name to Driven Brands Holdings Inc. As part of our Corporate Conversion, our direct parent, Driven Investor LLC (the “Parent”), received all of our common stock in exchange for our equity interests. Driven Brands is a large and diversified automotive services company with a highly-franchised base of more than 4,400 franchised, independently-operated, and company-operated locations across 49 U.S. states and 14 other countries. The Company has a portfolio of highly recognized brands, including ABRA, CARSTAR, Maaco, Meineke, and Take 5 that compete in the automotive services industry. Our scaled, diversified platform fulfills an extensive range of core consumer and commercial automotive needs, including paint, collision, glass, repair and maintenance, oil change and car wash. Driven Brands provides a breadth of high-quality and high-frequency services to a wide range of customers, who rely on their cars in all economic environments to get to work and in many other aspects of their daily lives. Approximately 80% of the Company’s locations are franchised or independently operated. Initial Public Offering and Secondary Offering On January 14, 2021, the Company completed an initial public offering (the “IPO”) of approximately 32 million shares of common stock at $22 per share. On February 10, 2021, the Company’s underwriters exercised their over-allotment option to purchase approximately 5 million additional shares of common stock. The Company received total proceeds of $761 million from these transactions, net of the underwriting discounts and commissions. The Company used the proceeds from the IPO, along with cash on hand, to fully repay the First Lien Term Loan, Second Lien Term Loan, and revolving credit facility assumed as part of the acquisition of International Car Wash Group (“ICWG”) in 2020 (collectively, the “Car Wash Senior Credit Facilities”), which totaled $725 million with interest and fees. The Company recognized a $46 million loss on debt extinguishment related to this settlement, primarily related to the write-off of unamortized discount. The Company cancelled the interest rate and cross currency swaps associated with these debt agreements as part of the settlement. The Company also used $43 million in proceeds to purchase approximately 2 million shares of common stock from certain of our existing shareholders. On August 2, 2021, the Company filed a Registration Statement on Form S-1 for a secondary offering of approximately 12 million shares of common stock at $29.50 per share by certain of the Company’s stockholders, Driven Equity LLC and RC IV Cayman ICW Holdings LLC, each of which is a related party of Roark Capital Management, LLC. The Company did not sell any common stock in the offering and did not receive any proceeds from the offering. On September 8, 2021, the underwriters for the secondary offering exercised a portion of their over-allotment option and purchased 881,393 additional shares of common stock. The Company did not receive any proceeds from the exercise of the over-allotment option. Income Tax Receivable Agreement The Company expects to be able to utilize certain tax benefits which are related to periods prior to the effective date of the Company’s IPO and are attributed to current and former shareholders. The Company previously entered into an Income Tax Receivable Agreement which provides our pre-IPO shareholders with the right to receive payment of 85% of the amount of cash savings, if any, in U.S. and Canadian federal, state, local and provincial income tax that the Company will actually realize. The Income Tax Receivable Agreement is effective as of the date of the Company’s IPO. The Company has recorded a total liability of $156 million as of December 25, 2021, of which $24 million and $132 million are recorded under current and non-current liabilities, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 25, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Fiscal year The Company operates and reports financial information on a 52- or 53-week year with the fiscal year ending on the last Saturday in December and fiscal quarters ending on the 13th Saturday of each quarter (or 14th Saturday when applicable with respect to the fourth fiscal quarter), except for the Car Wash segment which is currently consolidated based on a calendar month end. Fiscal years 2021, 2020, and 2019 reflect the results of operations for the 52-week periods ended December 25, 2021, December 26, 2020, and December 28, 2019, respectively. Basis of Presentation The consolidated financial statements include the accounts of Driven Brands Holdings Inc. and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, if any, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates are made in the calculation and assessment of the following: valuation of intangible assets and goodwill; income taxes; allowance for credit losses; and stock-based compensation. On an ongoing basis, the Company evaluates its estimates based on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Certain amounts in previously issued financial statements have been reclassified to conform to current year presentation. Summary of Significant Accounting Policies Cash and Cash Equivalents Cash equivalents consist of demand deposits and short-term, highly liquid investments with original maturities of three months or less. These investments are carried at cost, which approximates fair value. The Company continually monitors its positions with, and the credit quality of, the financial institutions in which it maintains its deposits. As of December 25, 2021 and December 26, 2020, the Company maintained balances in various cash accounts in excess of federally insured limits. Restricted Cash The Company had total restricted cash of $39 million at December 25, 2021, which primarily consisted of funds from franchisees pursuant to franchise agreements, the usage of which was restricted to advertising activities. There was restricted cash of $35 million at December 26, 2020 which consisted of $9 million of cash restricted for the purpose of facilitating a like-kind exchange of property under Internal Revenue Code Section 1031 (“1031 Exchange”), $7 million required to be held in trust in connection with the Company's securitized debt and $19 million of funds from franchisees pursuant to franchise agreements. Funds required to be held in trust in connection with the Company’s securitized debt and the 1031 Exchange are presented on the consolidated balance sheet within restricted cash, while advertising funds are presented within advertising fund assets, restricted, on the consolidated balance sheet. Accounts and Notes Receivable The Company’s accounts receivable consists principally of amounts due related to product sales, centrally billed commercial fleet work, centrally billed insurance claims, advertising, franchise fees, rent due from franchisees and training services. These receivables are generally due within 30 days of the period in which the corresponding sales occur and are classified as Accounts and notes receivable, net on the consolidated balance sheets. Accounts receivable are reported at their estimated net realizable value. Notes receivable are primarily from franchisees and relate to financing arrangements for certain past due balances or to partially finance the acquisition of company-operated stores or re-franchising locations. The notes are typically collateralized by the assets of the store being purchased. Interest income recognized on these notes is included in supply and other revenue on the accompanying consolidated statements of operations. The Company places notes receivable on a non-accrual status based on management’s determination if it is probable that the principal balance is not expected to be repaid per the contractual terms. When the Company places a note receivable on a non-accrual status, interest income recorded on the note is reversed through supply and other revenue. The Company recorded an immaterial amount of interest income related to its notes receivables during the years ended December 25, 2021 and December 26, 2020. Allowance for Uncollectible Receivables The Company adopted ASU 2016-13, Financial Instruments - Credit Losses , on December 26, 2020, which was retroactively applied as of the first day of fiscal year 2020. This accounting standard requires companies to measure expected credit losses on financial instruments based on the total estimated amount to be collected over the lifetime of the instrument. Prior to the adoption of this accounting standard, the Company recorded incurred loss reserves against receivable balances based on current and historical information. The Company adopted this guidance using the modified retrospective adoption method applied as of the first day of fiscal year 2020. Upon adoption of this guidance, the Company recognized an increase to its allowance for credit losses of $2 million and a corresponding adjustment to retained earnings, net of tax, as a cumulative effect of an accounting change. Expected credit losses for uncollectible receivable balances consider both current conditions and reasonable and supportable forecasts of future conditions. Current conditions considered include pre-defined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses. Inventory Inventory is stated at the lower of cost or net realizable value. The Company primarily purchased its oil, lubricants, soap and auto glass in bulk quantities to take advantage of volume discounts and to ensure inventory availability to complete services. Inventories are presented net of volume rebates. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the shorter of the estimated useful life or the remaining lease term of the related asset. Repairs and maintenance are expensed as incurred. Estimated useful lives are as follows: Buildings and improvements 20 - 40 years Furniture and fixtures Five to seven years Store equipment Three to 20 years Car wash equipment 20 years Leasehold improvements Five to 20 years Vehicles Five years Computer equipment and software Three years Leases The Company adopted ASU 2016-02 Leases and the subsequent ASUs that modified ASU 2016-02 (collectively, the amendments) during the twelve months ended December 26, 2020 and retroactively adopted the amendments as of the first day of fiscal year 2019. The Company elected not to adjust prior period comparative information and will continue to disclose prior period financial information in accordance with the previous lease accounting guidance. The adoption of the standard resulted in a ROU asset of approximately $324 million primarily from operating leases for our company-operated stores, a $4 million reduction to retained earnings, net of taxes as a cumulative effect of an accounting change, and a lease liability of approximately $330 million as of December 28, 2019. The remaining $1 million related to the derecognition of certain liabilities and assets that had been recorded in accordance with GAAP that had been applied prior to the adoption of the amendments. The new lease standard requires the lessee in an operating lease to record a balance sheet gross-up upon lease commencement by recognizing a ROU asset and lease liability equal to the present value of the lease payments. The ROU asset and lease liability are derecognized in a manner that effectively yields a straight-line lease expense over the lease term. In addition to the changes to the lessee operating lease accounting requirements, the amendments also change the types of costs that can be capitalized related to a lease agreement for both lessees and lessors. At contract inception, we determine whether the contract is or contains a lease based on the terms and conditions of the contract. Lease contracts are recognized on our consolidated balance sheet as right-of-use (“ROU”) assets and lease liabilities; however, we have elected not to recognize ROU assets and lease liabilities on leases with terms of one year or less. Lease liabilities and their corresponding ROU assets are recorded based on the present value of the future lease payments over the expected lease term. As the Company’s leases do not provide enough information to determine the implicit interest rate in the agreements, the Company uses its incremental borrowing rate in calculating the lease liability. The Company determines its incremental borrowing rate for each lease by reference to yield rates on collateralized debt issuances, which approximates borrowings on a collateralized basis, by companies of a similar credit rating as the Company, with adjustments for differences in years to maturity and implied company-specific credit spreads. The ROU asset also includes initial direct costs paid less lease incentives received from the lessor. The Company also records lease income for subleases of franchise stores to certain franchisees. Lease income from sublease rentals is recognized on a straight-line basis over the lease term. Impairment of Long-Lived Assets Long-lived assets that are used in operations are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through undiscounted future cash flows. Recognition and measurement of a potential impairment is performed on assets grouped with other assets and liabilities at the lowest level where identifiable cash flows are largely independent of the cash flows of other assets and liabilities. An impairment loss is the amount by which the carrying amount of a long-lived asset or asset group exceeds its estimated fair value. Fair value is generally estimated by internal specialists based on the present value of anticipated future cash flows or, if required, with the assistance of independent third-party valuation specialists, depending on the nature of the assets or asset group. Goodwill and Intangible Assets Goodwill is recorded when the aggregate purchase price of an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Intangible assets resulting from an acquisition are accounted for using the purchase method of accounting and are estimated by management based on the fair value of the assets acquired. The Company's identifiable intangible assets are comprised primarily of trademarks, franchise agreements, license agreements, membership agreements, customer relationships and developed technology. Identifiable intangible assets with finite lives (franchise agreements and certain trademarks) are amortized over the period of estimated benefit using the straight-line method. Goodwill and intangible assets considered to have an indefinite life (primarily trademarks) are not subject to amortization. The determination of indefinite life is subject to reassessment if changes in facts and circumstances indicate the period of benefit has become finite. Goodwill and indefinite-lived intangible assets are assessed annually for impairment as of the first day of the fiscal fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. Assets Held for Sale The Company has one car wash site which was part of one of the 2021 acquisitions with a total carrying value of $3 million that has been designated as held-for-sale. Accrued Liabilities Included within accrued expenses and other liabilities on the consolidated balance sheet were $65 million and $42 million of accrued payroll, bonus and benefits at December 25, 2021 and December 26, 2020, respectively. Revenue Recognition Franchise royalties and fees Franchisees are required to pay an upfront license fee prior to the opening of a location. The initial license payment received is recognized ratably over the life of the franchise agreement. Franchisees will also pay continuing royalty fees, at least monthly, based on a percentage of the store level retail sales or a flat amount, depending on the brand. The royalty income is recognized as the underlying sales occur. In addition to the initial fees and royalties, the Company also recognizes revenue associated with development fees charged to franchisees, which are recognized as income over the life of the associated franchise agreement. Development fees relate to the right of a franchisee to open additional locations in an agreed upon territory. Company-operated store sales Company-operated store sales are recognized, net of sales discounts, upon delivery of services and the service-related product. Customers also have the ability to purchase car wash club memberships that allow a customer unlimited washes for the duration of the membership. The Company recognizes revenue from these membership programs on a straight-line basis over the membership term. We also sell gift cards. Sales proceeds are recognized as a contract liability; the liability is reduced and revenue is recognized when the gift card is subsequently redeemed for services. Breakage on unredeemed gift card balances is estimated and recognized as revenue using the proportional method based on historical redemption patterns. The states and municipalities in which the Company operates impose sales tax on all of the Company’s nonexempt revenue. The Company collects the sales tax from its customers and remits the entire amount to the appropriate taxing authority. The Company’s policy is to exclude the tax collected and remitted from net revenue and direct costs. The Company accrues sales tax liabilities as it records sales, maintaining the amount owed to the taxing authorities in accrued expenses and other liabilities on the consolidated balance sheets. Independently-operated store sales and expenses Independently-operated store sales and expenses consist of our car wash sites outside North America. The Company is primarily responsible for fulfilling its performance obligation of providing car wash and other vehicle cleaning services but engages a third-party to provide site labor and operate these stores on its behalf. The Company pays a commission to these third-parties to perform this service. Revenue from car washes at these locations is recorded in independently-operated store sales at the time the service is performed, while the commissions paid to the third-parties are recorded in independently-operated store expenses. Advertising contributions Franchised and company-operated stores are generally required to contribute advertising dollars according to the terms of their respective contract (typically based on a percentage of sales) that are used for, among other activities, advertising the brand on a national and local basis, as determined by the brand’s franchisor. The Company’s franchisees make their contributions to a marketing fund which in turn administers and distributes their advertising contributions directly to the franchisor. This advertising fee revenue is recognized as the underlying sales occur. Advertising expenses are recorded as incurred. Revenues and expenses related to these advertising collections and expenditures are reported on a gross basis in the consolidated statements of operations. The assets related to the advertising fund are considered restricted and disclosed as such on the Company’s consolidated balance sheets. Any excess or deficiency of advertising fee revenue compared to advertising expenditures is recognized in the fourth quarter of the Company's fiscal year. Any excess of revenue over expenditures is recognized only to the extent of previously recognized deficits. When advertising revenues exceed the related advertising expenses and there is no recovery of a previously recognized deficit of advertising revenues, advertising costs are accrued up to the amount of revenues. Supply and other revenue Supply and other revenue includes revenue related to product sales, vendor incentive revenue, insurance licensing fees, store leases, software maintenance fees and automotive training services revenue. Supply and other revenue is recognized once title of goods is transferred to franchisees or other independent parties, as the sales of the related products occur, or ratably. Vendor incentive revenue is recognized as sales of the related product occur. Insurance licensing fee revenue is generated when the Company is acting as an agent on behalf of its franchisees and is recognized once title of goods is transferred to franchisees. The insurance license revenue is presented net of any related expense with any residual revenue reflecting the management fee the Company charges for the program. Store lease revenue is recognized ratably over the underlying property lease term. Software maintenance fee revenue is recognized monthly in connection with providing and servicing software. Automotive training services are provided to third party shop owner/operators in accordance with agreed upon contract terms. These contracts may be for one-time shop visits or agreements to receive access to education and training programs for multiple years. For one-time shop visits, revenue is recognized at the time the service is rendered. For the multi-year education and training contracts, revenue is recognized ratably over the contract term. Assets Recognized from the Costs to Obtain a Contract with a Customer: The Company has elected a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. The Company records contract assets for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year and if such costs are material. Commission expenses, a primary cost associated with the sale of franchise licenses, are amortized to selling, general and administrative expenses in the consolidated statements of operations ratably over the life of the associated franchise agreement. Contract Balances The Company generally records a contract liability when cash is provided for a contract with a customer before the Company has completed its contractual performance obligation. This includes cash payments for initial franchise fees as well as upfront payments on store owner consulting and education contracts. Franchise fees and shop owner consulting contract payments are recognized over the life of the agreement, which range from five three Company-Operated Store Expenses Company-operated store expenses consist of payroll and benefit costs for employees at company-operated locations, as well as rent, costs associated with procuring materials from suppliers, and other store-level operating costs. The Company receives volume rebates based on a variety of factors which are included in accounts receivable on the accompanying consolidated balance sheet and accounted for as a reduction of company-operated store expenses as they are earned. Sales discounts received from suppliers are recorded as a reduction of the cost of inventory. Advanced rebates are included in accrued expenses and other liabilities on the accompanying consolidated balance sheet and are accounted for as a reduction of company-operated store expenses as they are earned over the term of the supply agreement. In addition, the Company includes subleasing expense associated with the subleasing of store buildings to franchisees within supply and other expenses in the consolidated statements of operations. Store Opening Costs Store opening costs consist of employee, facility, and grand opening marketing costs that company-operated stores incur prior to opening. The Company typically incurs store opening costs when opening new company-operated stores and when converting independently branded, acquired company-operated stores to one of its brands. These expenses are charged to expense as incurred. Equity-based Compensation The Company recognizes expense related to equity-based compensation awards over the service period (generally the vesting period) in the consolidated financial statements based on the estimated fair value of the award on the grant-date. Forfeitures are accounted for as they occur. Fair Value of Financial Instruments Fair value measurements enable the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories. Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity as the ability to access at the measurement date, Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; or Level 3: Inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The Company estimates the fair value of financial instruments using available market information and appropriate valuation methodologies. The carrying amount for cash and cash equivalents, restricted cash, accounts receivable, inventory, other current assets, accounts payable and accrued expenses approximate fair value because of their short maturities. The notes receivable carrying value also approximates fair value due to interest rates that approximate market rates for agreements with similar maturities and credit quality. The fair value of long-term debt is estimated based on Level 2 inputs using discounted cash flows and market-based expectations for interest rates, credit risk and contractual terms of the debt agreements. Financial assets and liabilities measured at fair value on a recurring basis as of December 25, 2021 are summarized as follows: (in thousands) Level 1 Significant other observable inputs (Level 2) Total Mutual fund investments held in rabbi trust $ 976 $ — $ 976 Derivative liabilities designated as hedging instruments — 536 536 Total derivative liabilities $ — $ 536 $ 536 Financial assets and liabilities measured at fair value on a recurring basis as of December 26, 2020 are summarized as follows: (in thousands) Level 1 Significant other observable inputs (Level 2) Total Mutual fund investments held in rabbi trust $ 704 $ — $ 704 Derivative assets not designated as hedging instruments $ — $ 227 $ 227 Derivative liabilities designated as hedging instruments $ — 9,561 $ 9,561 Derivative liabilities not designated as hedging instruments — 12,197 12,197 Total derivative liabilities $ — $ 21,758 $ 21,758 The fair value of the Company’s derivative instruments are derived from valuation models, which use observable inputs such as quoted market prices, interest rates and forward yield curves. The carrying value and estimated fair value of total long-term debt were as follows: December 25, 2021 December 26, 2020 (in thousands) Carrying value Estimated fair value Carrying value Estimated fair value Long-term debt $ 2,382,364 $ 2,411,987 $ 2,125,207 $ 2,169,597 Accumulated Other Comprehensive Income (Loss) The following tables present changes, net of tax, in each component of accumulated other comprehensive income (loss). (in thousands) Foreign currency translation adjustment Cash flow hedges Defined benefit pension plan Accumulated other comprehensive income (loss) Balance at December 29, 2018 $ (1,100) $ — $ — $ (1,100) Net change for year 4,726 — — 4,726 Balance at December 28, 2019 $ 3,626 $ — $ — $ 3,626 Net change for year 13,208 (87) (219) 12,902 Balance at December 26, 2020 $ 16,834 $ (87) $ (219) $ 16,528 Net change for year (21,017) (671) 132 (21,556) Balance at December 25, 2021 $ (4,183) $ (758) $ (87) $ (5,028) Income Taxes The Company accounts for income taxes under the liability method whereby deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effects on deferred tax assets and liabilities of subsequent changes in the tax laws and rates are recognized in income during the year the changes are enacted. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized on the consolidated financial statements from such positions are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with tax authorities. The Company records any interest and penalties associated as additional income tax expense in the consolidated statements of operations. Deferred Financing Costs The costs related to the issuance of debt are presented in the balance sheet as a direct deduction from the carrying amount of that debt and amortized over the terms of the related debt agreements as interest expense using the effective interest method. Insurance Reserves The Company is partially self-insured for employee medical coverage. The Company records a liability for the ultimate settlement of claims incurred as of the balance sheet date based upon estimates provided by the third-party that administers the claims on the Company’s behalf. The Company also reviews historical payment trends and knowledge of specific claims in determining the reasonableness of the reserve. Adjustments to the reserve are made when the facts and circumstances of the underlying claims change. If the actual settlements of the medical claims are greater than the estimated amount, additional expense will be recognized. Foreign Currency Translation We translate assets and liabilities of non-U.S. operations into U.S. dollars at rates of exchange in effect at the balance sheet date, and revenues and expenses at the average exchange rates prevailing during the period. Resulting translation adjustments are recorded as a separate component of Other Comprehensive Income (Loss). Transactions resulting in foreign exchange gains and losses are included in the Consolidated Statements of Operations. Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The Company adopted the ASU in the first quarter of 2021, and the adoption did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of LIBOR, regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This guidance is effective immediately and the amendments may be applied prospectively through December 31, 2022. The Company is evaluating the impact of adopting this new accounting guidance. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 25, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
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. 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. 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 provisional 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 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 Cash 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. Pro-forma revenue and pro-forma net income attributable to Driven Brands Holdings Inc. was not provided for the year ended December 28, 2019 as it was impracticable to do so. 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 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, during the year ended December 25, 2021. The aggregate cash consideration for these acquisitions, net of cash acquired and liabilities assumed, was $37 million. The provisional 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 PC&G Segment In addition, the Company completed two acquisitions representing 12 collision sites, each individually immaterial, which are included within the Company’s Paint, Collision & Glass segment (the “2021 PC&G Acquisitions”) 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 and liabilities assumed, was $33 million. The provisional 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 9 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 Dispositions 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. 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 United States, 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. The Company incurred $3 million of transaction-related expenses as a result of this transaction, which were recorded as operating expenses during the year ended December 26, 2020. Intangible assets acquired from ICWG include trademarks and patents, some of which have an indefinite useful life. Due to plans to discontinue certain trademarks, they were given a weighted-average useful life of 18 months and classified as definite-lived intangibles. The following table presents the final purchase price allocation for the ICWG Acquisition, which was deemed to be a business combination: (in thousands, except shares) August 3, Assets: Cash $ 37,011 Accounts and notes receivable 2,591 Inventory 12,761 Fixed assets 692,486 Operating lease right-of-use assets 479,787 Definite-lived intangibles 5,972 Indefinite-lived intangibles 165,730 Other assets 7,476 Total assets acquired 1,403,814 Liabilities: Accounts payable 13,435 Long-term debt 656,684 Deferred income tax liability 134,130 Operating lease liabilities 476,216 Derivative liabilities 12,714 Other liabilities 82,307 Total liabilities assumed 1,375,486 Net assets acquired 28,328 Non-controlling interest acquired 400 Total consideration paid (39,169,857 common shares) (1) 809,000 Goodwill $ 781,072 (1) Common shares issued as consideration have been adjusted to reflect an implied 88,990-for-one stock split that became effective on January 14, 2021. See Note 1 for additional information. The fair value of the equity consideration was determined based on an estimated enterprise value using a market approach and income approach as of the purchase date, reduced by borrowings assumed. The Company finalized its purchase accounting estimates during the year ended December 25, 2021 related to the deferred tax liability and other liabilities and, as a result, reduced goodwill related to the ICWG Acquisition by approximately $1 million. The following table presents financial information regarding ICWG operations included in our consolidated statements of operations from the date of acquisition through December 26, 2020 under the column “Actual from acquisition date in 2020.” The following table also presents unaudited supplemental pro-forma information as if the acquisition of ICWG had occurred at the beginning of 2019 under the “Pro-forma” columns. The pro-forma information does not necessarily reflect the results of operations that would have occurred had the Company acquired ICWG at the beginning of 2019. Cost savings are also not reflected in the unaudited pro-forma amounts for the year ended December 26, 2020 and December 28, 2019, respectively. Actual from Pro-forma for year ended (in thousands) December 26, 2020 December 28, 2019 Revenue $ 149,679 $ 1,104,486 $ 1,042,048 Net income (loss) attributable to Driven Brands Holdings Inc. $ (8,433) $ 26,352 $ (12,954) Acquisition of Fix Auto (PC&G Segment) On April 20, 2020, the Company acquired 100% of the outstanding equity of Fix Auto USA (“Fix Auto”), 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 reporting unit. None of the goodwill associated with this acquisition is deductible for income tax purposes. The following table presents the final purchase price allocation for the Fix Auto acquisition, which was deemed to be a business combination: (in thousands) April 20, Assets: Cash $ 2,020 Accounts and notes receivable, net 2,317 Inventory 414 Prepaid and other assets 293 Operating lease right-of-use assets 7,520 Fixed assets 1,023 Definite-lived intangibles 15,200 Assets acquired 28,787 Liabilities: Accounts payable 1,835 Accrued expenses and other liabilities 2,919 Operating lease liability 7,520 Income taxes payable 673 Deferred income tax liability 3,770 Liabilities assumed 16,717 Net assets acquired 12,070 Total consideration 31,460 Goodwill $ 19,390 A summary of total consideration for Fix Auto is as follows: (in thousands) Cash $ 28,517 Fair value of contingent consideration 2,943 Total consideration $ 31,460 Intangible assets acquired from Fix Auto include franchise agreements with a weighted-average useful life of 12.5 years and a license agreement that has an estimated useful life of seven years. The purchase agreement for Fix Auto includes potential earn out payments of up to $10 million based on adjusted EBITDA results for fiscal year 2020 and up to $15 million for adjusted EBITDA results for fiscal year 2021. Based on updates to the projected adjusted EBITDA results for fiscal year 2021, the Company recorded an additional $1 million liability related to the earn out as of December 26, 2020. The $4 million liability is recorded as a component of Accrued expenses and other liabilities on the consolidated balance sheet at year ended December 26, 2020. The Company recorded a $4 million benefit to Acquisition costs in the Consolidated Statement of Operations during the year ended December 25, 2021 related to the reversal of the liability as the payment of contingent consideration was deemed to be remote. The Company incurred $2 million of transaction-related expenses as a result of this transaction, which were recorded as operating expenses during the year ended December 26, 2020. 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 “Car Wash Acquisitions”). The aggregate cash consideration paid for these acquisitions, net of cash acquired and liabilities assumed, was approximately $109 million. The following table presents the final purchase price allocation for the 2020 Car Wash Acquisitions, which were deemed to be business combinations: (in thousands) Assets: Cash $ 41 Land and improvements 18,635 Building 42,570 Equipment 12,125 Deferred tax assets 5,117 Assets acquired 78,488 Liabilities: Deferred revenue 368 Liabilities assumed 368 Net assets acquired 78,120 Total consideration 108,771 Goodwill $ 30,651 The Company incurred $2 million of transaction-related expenses as a result of these Car Wash Acquisitions, which were recorded as operating expenses within Acquisition costs in the consolidated statement of operations during the year ended December 26, 2020. All goodwill related to these Car Wash Acquisitions was allocated to the Car Wash segment and $16 million is deductible for income tax purposes. |
Accounts and Notes Receivable,
Accounts and Notes Receivable, net | 12 Months Ended |
Dec. 25, 2021 | |
Receivables [Abstract] | |
Accounts and Notes Receivable, net | Accounts and Notes Receivable, net The accounts and notes receivable, net balance on the consolidated balance sheets are amounts primarily related to customers, vendors and franchisees. As of December 25, 2021 and December 26, 2020, the gross amount of current accounts and notes receivable were $134 million and $101 million, respectively. The current allowance for credit losses for these periods were $16 million and $16 million, respectively. As of December 25, 2021 and December 26, 2020, the gross amount of non-current notes receivable was $6 million and the non-current allowance for credit losses for these periods was $2 million and $3 million, respectively. The changes in the allowance for accounts and notes receivable for the year ended December 25, 2021 and December 26, 2020 were as follows: (in thousands) Balance as of December 28, 2019 $ 16,480 Bad debt expense 7,059 Write-off of uncollectible receivables (4,515) Balance at December 26, 2020 $ 19,024 Bad debt expense, net of recoveries 1,854 Write-off of uncollectible receivables (2,493) Balance at December 25, 2021 $ 18,385 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 25, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment at December 25, 2021 and December 26, 2020 consisted of the following: (in thousands) December 25, December 26, Buildings $ 671,523 $ 350,983 Land 152,841 115,128 Furniture and fixtures 17,855 13,747 Computer equipment and software 31,773 21,278 Shop equipment 304,100 208,148 Leasehold improvements 172,737 155,040 Finance lease right-of-use assets/capital leases 29,766 14,211 Vehicles 3,282 4,188 Construction in progress 133,724 27,425 Total property and equipment 1,517,601 910,148 Less: accumulated depreciation (166,617) (82,756) Total property and equipment, net $ 1,350,984 $ 827,392 Depreciation expense was $91 million, $44 million and $13 million for the years ended December 25, 2021, December 26, 2020, and December 28, 2019, respectively . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets disclosure | Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill for the years ended December 25, 2021 and December 26, 2020 are as follows: (in thousands) Maintenance Car Wash Paint, Collision & Glass Platform Services Total Balance at December 28, 2019 $ 443,168 $ — $ 278,049 $ 149,402 $ 870,619 Acquisitions 1,754 812,249 18,841 — 832,844 Purchase price adjustments — — (725) 5,646 4,921 Foreign exchange 37 16,564 1,765 601 18,967 Balance at December 26, 2020 $ 444,959 $ 828,813 $ 297,930 $ 155,649 $ 1,727,351 Acquisitions 14,661 166,988 24,742 — 206,391 Purchase price adjustments (637) 6,642 (44) — 5,961 Foreign exchange 13 (30,188) 624 240 (29,311) Balance at December 25, 2021 $ 458,996 $ 972,255 $ 323,252 $ 155,889 $ 1,910,392 Intangible assets for the years ended December 25, 2021 and December 26, 2020 are as follows: Definite lived Amortizable Indefinite - Lived (in thousands) Franchise Agreements License Agreements Membership Agreements Customer Relationships Developed Technology Trademarks & Other Trademarks Total Balance at December 26, 2020 Gross carrying value $ 218,413 $ 12,036 $ 11,600 $ 59,270 $ 27,245 $ 11,562 $ 566,326 $ 906,452 Accumulated amortization (40,858) (1,731) (1,759) (4,890) (17,843) (10,063) — (77,144) Net carrying value $ 177,555 $ 10,305 $ 9,841 $ 54,380 $ 9,402 $ 1,499 $ 566,326 $ 829,308 Balance at December 25, 2021 Gross carrying value $ 223,625 $ 12,044 $ 11,600 $ 59,585 $ 25,882 $ 17,364 $ 562,784 $ 912,884 Accumulated amortization (49,529) (3,091) (3,270) (8,797) (18,959) (13,055) — (96,701) Net carrying value $ 174,096 $ 8,953 $ 8,330 $ 50,788 $ 6,923 $ 4,309 $ 562,784 $ 816,183 Intangible assets with definite lives are being amortized on a straight-line basis over the estimated useful life of each asset, typically 14 to 30 years for franchise agreements, seven seven three The Company has acquired a number of car wash businesses over past two years. As part of those acquisitions, the Company determined a fair value of each of the associated intangibles including trademarks and customer relationships. The Company concluded that $170 million of car wash tradenames acquired would be used in perpetuity, and therefore would have an indefinite life. Should the Company change its strategy in the future to discontinue or phase out one or more of these car wash tradenames, an impairment charge may be recorded. During the year ended December 26, 2020, the Company elected to discontinue the use of a trade name and, as a result, recognized a $3 million impairment charge, which is included as a component of asset impairment charges in the consolidated statement of operations. Amortization expense wa s $19 million , $18 million, and $11 million for the years ended December 25, 2021, December 26, 2020, and December 28, 2019, respectively. Amortization expense related to definite lived intangible assets will be approximately $22 million, $20 million, $18 million, $17 million, $16 million and $160 million in 2022, 2023, 2024, 2025, 2026 and thereafter, respectively. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 25, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from contracts with customers | Revenue from Contracts with Customers The Company records contract assets for the incremental costs of obtaining a contract with a customer if it expects the benefit of those costs to be longer than one year and if such costs are material. Commission expenses, a primary cost associated with the sale of franchise licenses, are amortized to selling, general and administrative expenses in the consolidated statements of operations ratably over the life of the associated franchise agreement. Capitalized costs to obtain a contract as of December 25, 2021 and December 26, 2020 were $11 million and $9 million, respectively, and are presented within deferred commissions on the consolidated balance sheets. The Company recognized an immaterial amount of costs during the years ended December 25, 2021 and December 26, 2020, respectively, that were recorded as a contract asset at the beginning of the year. Contract liabilities consist primarily of deferred franchise fees and deferred development fees. The Company had contract liabilities of $27 million and $21 million as of December 25, 2021 and December 26, 2020, respectively, which are presented within deferred revenue on the consolidated balance sheets. The Company recorded $3 million in revenue during the year ended December 25, 2021 and recorded an immaterial amount of revenue during the year ended December 26, 2020 that was recorded as a contract liability as of the beginning of each year. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 25, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term Debt Our long-term debt obligations consist of the following: (in thousands) December 25, December 26, Series 2018-1 Securitization Senior Notes, Class A-2 $ 264,688 $ 267,438 Series 2019-1 Securitization Senior Notes, Class A-2 291,000 294,000 Series 2019-2 Securitization Senior Notes, Class A-2 268,813 271,563 Series 2019-3 Variable Funding Securitization Senior Notes — — Series 2020-1 Securitization Senior Notes, Class A-2 172,375 174,125 Series 2020-2 Securitization Senior Notes, Class A-2 445,500 450,000 Series 2021-1 Securitization Senior Notes, Class A-2 448,875 — Revolving Credit Facility — — Term Loan Facility 500,000 — Car Wash First Lien Term Loan (1) — 528,858 Car Wash Second Lien Term Loan (1) — 175,000 Car Wash Revolving Credit Facility (1) — 18,000 Other debt (2) 39,082 26,763 Total debt 2,430,333 2,205,747 Less: unamortized discount — (46,030) Less: debt issuance costs (47,969) (34,510) Less: current portion of long-term debt (26,044) (22,988) Total long-term debt, net $ 2,356,320 $ 2,102,219 (1) Car Wash Senior Credit Facilities (2) Amount primarily consists of finance lease obligations. See Note 10 . 2015-1 Securitization Senior Notes On July 31, 2015, Driven Brands Funding, LLC (the “Issuer”) issued $410 million 2015-1 Securitization Senior Notes (the “2015-1 Senior Notes”) bearing a fixed interest rate of 5.216% per annum. The 2015-1 Senior Notes had a final legal maturity date of July 20, 2045. The Company capitalized $9 million of debt issuance costs related to the 2015 Senior Notes. On December 14, 2020, the 2015-1 Senior Notes were paid in full and approximately $2 million of debt issuance costs were written off to loss on debt extinguishment. 2016-1 Securitization Senior Notes On May 20, 2016, the Issuer issued $45 million 2016-1 Securitization Senior Notes (the “2016-1 Senior Notes”) bearing a fixed interest rate of 6.125% per annum. The 2016-1 Senior Notes had a final legal maturity date of July 20, 2046. The Company capitalized $2 million of debt issuance costs related to the 2016-1 Senior Notes. On December 14, 2020, the 2016-1 Senior Notes were paid in full and approximately $1 million of debt issuance costs were written off to loss on debt extinguishment. 2018-1 Securitization Senior Notes On April 24, 2018, the Issuer issued $275 million Series 2018-1 Securitization Senior Secured Notes (the “2018-1 Senior Notes”) bearing a fixed interest rate of 4.739% per annum. The 2018-1 Senior Notes have a final legal maturity date of April 20, 2048 and an anticipated repayment date of April 20, 2025. The 2018-1 Senior Notes are secured by substantially all assets of the Issuer and are guaranteed by the Securitization Entities. The Company capitalized $7 million of debt issuance costs related to the 2018-1 Senior Notes. 2019-1 Securitization Senior Notes On March 19, 2019, the Issuer issued $300 million of Series 2019-1 Securitization Senior Notes (the “2019-1 Senior Notes”) bearing a fixed interest rate of 4.641% per annum. The 2019-1 Senior Notes have a final legal maturity date of April 20, 2049 and an anticipated repayment date of April 20, 2026. The 2019-1 Senior Notes are secured by substantially all assets of the Issuer and are guaranteed by the Securitization Entities. The Company capitalized $6 million of debt issuance costs related to the 2019-1 Senior Notes. 2019-2 Securitization Senior Notes On September 16, 2019, the Issuer issued $275 million Series 2019-1 Securitization Senior Secured Notes (the “2019-2 Senior Notes”) bearing a fixed interest rate of 3.981% per annum. The 2019-2 Senior Notes have a final legal maturity date of October 20, 2049 and an anticipated repayment date of October 20, 2026. The 2019-2 Senior Notes are secured by substantially all assets of the Issuer and are guaranteed by the Securitization Entities. The Company capitalized $6 million of debt issuance costs related to the 2019-2 Senior Notes. Series 2019-3 Variable Funding Securitization Senior Notes On December 11, 2019, the Issuer issued Series 2019-3 Variable Funding Senior Notes (the “2019 VFN”) in the revolving amount of $115 million. The 2019 VFN have a final legal maturity date of January 20, 2050. The commitment under the 2019 VFN expires on July 20, 2022, and is subject to three one-year extensions at the election of the Company. The 2019 VFN are secured by substantially all assets of the Issuer and are guaranteed by the Securitization Entities. The Issuer may elect interest at the Base Rate plus an applicable margin or LIBOR plus an applicable margin (the LIBOR rate as the applicable interest rate). The Company capitalized $1 million of debt issuance costs related to the 2019-3 VFN. No amounts were outstanding under the 2019 VFN as of December 25, 2021 and December 26, 2020. As of December 25, 2021, there were $18 million of outstanding letters of credit that reduced the borrowing availability under the 2019 VFN. 2020-1 Securitization Senior Notes On July 6, 2020, Driven Brands Funding, LLC and Driven Brands Canada Funding Corporation (together, the “Co-Issuers”), each wholly owned indirect subsidiaries of the Company, issued $175 million 2020-1 Securitization Senior Notes (the “2020-1 Senior Notes”) bearing a fixed interest rate of 3.786% per annum. The 2020-1 Senior Notes have a final legal maturity date of July 20, 2050 and an anticipated repayment date of July 20, 2027. The 2020-1 Senior Notes are secured by substantially all assets of the Co-Issuers and are guaranteed by the Canadian Co-Issuer and various subsidiaries of the Canadian Co-Issuer. The Company capitalized $11 million of debt issuance costs related to the 2020-1 Senior Notes. 2020-2 Securitization Senior Notes On December 14, 2020, the Co-Issuers issued $450 million 2020-2 Securitization Senior Notes (the “2020-2 Senior Notes”) bearing a fixed interest rate of 3.237% per annum. The 2020-2 Senior Notes have a final legal maturity date of January 20, 2051; and an anticipated repayment date of January 20, 2028. The 2020-2 Senior Notes are secured by substantially all assets of the Co-Issuers and are guaranteed by the Securitization Entities. The Company capitalized $8 million of debt issuance costs related to the 2020-2 Senior Notes. The Company used the proceeds of these notes to fully repay the 2015-1 Senior Notes and 2016-1 Senior Notes detailed above. 2021-1 Securitization Senior Notes On September 29, 2021, the Co-Issuers issued $450 million of 2021-1 Securitization Senior Notes (the “2021-1 Senior Notes”) bearing a fixed interest rate of 2.791% per annum. The 2021-01 Senior Notes have a final legal maturity date of October 20, 2051 and an anticipated repayment date of October 20, 2028. The 2021-1 Senior Notes are secured by substantially all asset of the Co-issuers and are guaranteed by the Securitization Entities. A portion of the proceeds from the issuance of the 2021-1 Senior Notes were used to pay off the outstanding balance on the Revolving Credit Facility with the remainder to be used for general corporate purposes including future acquisitions. The Company capitalized $10 million of debt issuance costs related to the 2021-1 Senior Notes. Credit Agreement Revolving Credit Facility In May 27, 2021, Driven Holdings, LLC, (“the Borrower”) a Delaware limited liability company and indirect wholly-owned subsidiary of Driven Brands Holdings Inc., entered into a credit agreement to secure a revolving line of credit with a group of financial institutions (“Revolving Credit Facility”), which provides for an aggregate principal amount of up to $300 million, and has a maturity date of May 27, 2026 (“Credit Agreement”). Eurocurrency borrowings incur interest at an adjusted London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 1.50%, which may increase to 1.75% based on the Net First Lien Leverage Ratio under the Revolving Credit Facility. The Revolving Credit Facility also includes periodic commitment fees based on the available unused balance and a quarterly administrative fee. As of December 25, 2021, there was no outstanding balance on the Revolving Credit Facility, with immaterial accrued interest at quarter-end. Term Loan Facility On December 17, 2021, the Borrower amended the Credit Agreement to provide for a new term loan credit facility (the “Term Loan Facility”), which has an initial aggregate commitment of $500 million, with loans and other extensions of credit thereunder maturing on December 17, 2028. The Company capitalized $9 million of debt issuance costs related to the Term Loan Facility. Proceeds of borrowings of the Term Loan Facility will be used for general corporate purposes. Borrowings will bear interest at a rate equal to, at the Borrower’s option, either (a) a Eurocurrency rate determined by reference to adjusted London Interbank Offered Rate (“LIBOR”) for the interest period (with a 0.50% floor), plus an applicable margin of 3.00% or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50% per annum, (ii) the rate last quoted by the Wall Street Journal as the US prime rate and (iii) the one-month adjusted LIBOR plus 1.00% per annum, in each case, plus an applicable margin of 2.00%. Starting with the second full calendar quarter after the funding of the Term Loan Facility, the Term Loan Facility will require scheduled quarterly payments in amounts equal to 0.25% of the original aggregate principal amount of the Term Loan Facility, with the balance due at maturity. Car Wash Senior Credit Facilities As part of the ICWG acquisition, the Company assumed $532 million of First Lien Term Loan debt. The First Lien Term Loan debt matures on October 3, 2024 and interest was charged at 3.25% plus one-month LIBOR and is payable at either one-, two-, three- or six-monthly intervals. The loan was subject to quarterly repayments of 0.25% of the original principal. As of December 26, 2020, the interest rate on this loan was 4.25%. The Company recorded this loan at fair value upon the acquisition of ICWG. As of December 26, 2020, there was $29 million of unamortized discount related to this loan. The loan was paid off on January 20, 2021, and as a result the remaining unamortized discount was written-off and included Debt Extinguishment Costs in the Consolidated Statement of Operations in the first quarter of 2021. As part of the ICWG acquisition, the Company also assumed $175 million of Second Lien Term Loan debt. The Second Lien Term Loan debt matures on October 3, 2025 and interest was charged at 7.50% plus one-month LIBOR and is payable at either one-, two-, three- or six-monthly intervals. As of December 26, 2020, the interest rate on this loan was 8.50%. The Company recorded this loan at fair value upon the acquisition of ICWG. As of December 26, 2020, there was $17 million of unamortized discount related to this loan. The loan was paid off on January 20, 2021, and as result the remaining unamortized discount was written-off and included Debt Extinguishment Costs in the Consolidated Statement of Operations in the first quarter of 2021. The Company also assumed a first lien revolving credit facility from ICWG with an aggregate principal amount of up to $75 million, maturing on October 3, 2022, including a letter of credit sub-facility, a swingline loan sub-facility and an ancillary sub-facility. As of December 26, 2020 there was $18 million outstanding on this credit facility and the interest rate was 3.65%. The first lien revolving credit facility was terminated and paid off on January 20, 2021. Other Debt On April 24, 2020, the Company entered into a bridge loan with a financial institution in the amount of $40 million, which was used to help finance 2021 acquisitions. The interest rate was based on LIBOR plus an applicable margin. The Company capitalized $1 million of debt issuance costs related to the bridge loan. The bridge loan was subsequently paid in full in 2021 and approximately $1 million of debt issuance costs were written off to loss on debt extinguishment. Scheduled debt repayments for the next five fiscal years and thereafter are as follows: (in thousands) 2022 $ 26,044 2023 27,447 2024 27,245 2025 280,557 2026 555,202 Thereafter 1,513,838 Total future repayments $ 2,430,333 Guarantees and Covenants of the Notes Substantially all of the assets of the Company, including most of the domestic and certain of the foreign revenue-generating assets, which principally consist of franchise-related agreements, certain company-operated stores, certain product distribution agreements, intellectual property and license agreements for the use of intellectual property, are owned by subsidiaries of the Borrower and the Issuer, and are pledged to secure the Notes and indebtedness under the Credit Agreement (together the "Indebtedness"). The restrictions placed on the Issuer and its subsidiaries require that interest and principal (if any) on the Securitization Notes be paid prior to any residual distributions to the Company, and amounts are segregated weekly to ensure appropriate funds are reserved to pay the quarterly interest and principal (if any) amounts due. The amount of weekly cash flow that exceeds all expenses and obligations of the Issuer and its subsidiaries (including required reserve amounts) is generally remitted to the Company in the form of a dividend. The Company’s Indebtedness is subject to certain quantitative covenants related to debt service coverage and leverage ratios. In addition, the agreements related to the Indebtedness also contain various affirmative and negative operating and financial reporting covenants which are customary for such debt instruments. These covenants, among other things, limit the ability of the Issuer and its subsidiaries to sell assets; engage in mergers, acquisitions, and other business combinations; declare dividends or redeem or repurchase capital stock; incur, assume, or permit to exist additional indebtedness or guarantees; make loans and investments; incur liens; and enter into transactions with affiliates. In the event that certain covenants are not met, the Indebtedness may become fully due and payable on an accelerated schedule. In addition, the Borrower and the Issuer may voluntarily prepay, in part or in full subject to certain pre-payment premiums or make-whole obligations. As of December 25, 2021, the Issuer was in compliance with all covenants under the agreements discussed above. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 25, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s worldwide operations are comprised of the following reportable segments: Maintenance, Car Wash, Paint, Collision & Glass and Platform Services. The Maintenance segment is primarily composed of the Take 5 Quick Lube and Meineke brands, and revenue is primarily derived from the performance of maintenance services, including oil changes and regularly scheduled and as-needed automotive maintenance services and vehicle component repair and replacement. Maintenance segment revenue also includes franchise royalties and fees and supply and other product sales. The Paint, Collision & Glass segment is primarily composed of the ABRA, CARSTAR, Fix Auto, Maaco, and Uniban brands and services both retail and commercial customers such as commercial fleet operators and insurance carriers. Paint, Collision & Glass revenue is primarily derived from license and royalty fees paid by franchisees. Paint, Collision & Glass segment revenue also includes service revenue derived from company-operated locations and supply and other product sales. The Platform Services segment is primarily composed of the 1-800-Radiator & A/C, PH Vitres D’Autos, Spire Supply, and ATI brands. Platform Services revenue is primarily derived from the sale of supplies and other products, as well as automotive training services and franchise license and royalty fees paid by franchisees. Upon the acquisition of ICWG in August 2020, the Company determined an additional reportable segment (Car Wash) was necessary for the newly acquired business. Our Car Wash segment primarily operates under the IMO brand across Europe and Australia and a variety of regional brands in the United States, providing express-style conveyor car wash services to both retail and commercial customers. In addition to the reportable segments, the Company’s consolidated financial results include “Corporate and Other” activity. Corporate and Other incurs costs related to the advertising revenu es and expenses and shared service costs, which are related to finance, IT, human resources, legal, supply chain and other support services. Corporate and Other activity includes the adjustments necessary to eliminate inter-company transactions, namely sales by the Platform Services segment to the Paint, Collision & Glass and Maintenance segments, respectively. The accounting policies applicable to each segment are generally consistent with those used in the consolidated financial statements. The Company’s Chief Operating Decision Maker evaluates the performance of its segments and allocates resources to them based on Segment Adjusted EBITDA, which is defined as earnings before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for acquisition-related costs, straight-line rent, equity compensation, store opening costs, loss on debt extinguishment and certain non-recurring, non-core, infrequent or unusual charges. Segment Adjusted EBITDA is a supplemental measure of the operating performance of our segments and may not be comparable to similar measures reported by other companies. No asset information has been provided for these reportable segments as the Chief Operating Decision Maker does not regularly review asset information by reportable segment. Segment results for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 are as follows: Year ended December 25, 2021 (in thousands) Maintenance Car Wash Paint, Platform Corporate Total Franchise fees and royalties $ 35,932 $ — $ 79,125 $ 29,356 $ — $ 144,413 Company-operated store sales 503,719 277,118 58,280 5,005 (476) 843,646 Independently-operated store sales — 204,246 — — — 204,246 Advertising — — — — 75,599 75,599 Supply and other 37,425 6,071 67,272 127,413 (38,805) 199,376 Total revenue $ 577,076 $ 487,435 $ 204,677 $ 161,774 $ 36,318 $ 1,467,280 Segment Adjusted EBITDA $ 179,073 $ 153,065 $ 82,731 $ 56,954 $ (107,640) $ 364,183 Year ended December 26, 2020 (in thousands) Maintenance Car Wash Paint, Platform Corporate Total Franchise fees and royalties $ 28,466 $ — $ 66,020 $ 23,102 $ (462) $ 117,126 Company-operated store sales 366,194 79,969 37,401 5,955 (252) 489,267 Independently-operated store sales — 67,193 — — — 67,193 Advertising — — — — 59,672 59,672 Supply and other 22,197 2,517 62,072 110,331 (26,175) 170,942 Total revenue $ 416,857 $ 149,679 $ 165,493 $ 139,388 $ 32,783 $ 904,200 Segment Adjusted EBITDA $ 114,764 $ 43,137 $ 66,276 $ 49,408 $ (65,211) $ 208,374 Year ended December 28, 2019 (in thousands) Maintenance Paint, Platform Corporate Total Franchise fees and royalties $ 31,548 $ 57,520 $ 22,102 $ — $ 111,170 Company-operated store sales 311,201 13,259 4,650 — 329,110 Advertising — — — 66,270 66,270 Supply and other 13,433 62,060 34,555 (16,325) 93,723 Total revenue $ 356,182 $ 132,839 $ 61,307 $ 49,945 $ 600,273 Segment Adjusted EBITDA $ 81,732 $ 60,444 $ 26,413 $ (43,623) $ 124,966 The reconciliations of income before taxes to Segment Adjusted EBITDA for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 are as follows: Year ended (in thousands) December 25, December 26, December 28, Income before taxes $ 34,892 $ 7,156 $ 12,580 Acquisition related costs (a) 62,386 15,682 12,497 Non-core items and project costs, net (b) 5,656 6,036 6,644 Store opening costs 2,497 2,928 5,721 Sponsor management fees (c) — 5,900 2,496 Straight-line rent adjustment (d) 11,619 7,150 2,172 Equity-based compensation expense (e) 4,301 1,323 1,195 Foreign currency transaction loss (gain) (f) 20,683 (13,563) — Bad debt expense (recovery) (g) (3,183) 3,201 — Asset sale leaseback (gain) loss, impairment and closed store expenses (h) (8,935) 9,311 — Loss on debt extinguishment (i) 45,576 5,490 595 Depreciation and amortization 112,777 62,114 24,220 Interest expense, net 75,914 95,646 56,846 Segment Adjusted EBITDA $ 364,183 $ 208,374 $ 124,966 a. Consists of acquisition costs as reflected within the consolidated statements of operations, including legal, consulting and other fees and expenses incurred in connection with acquisitions completed during the applicable period, as well as inventory rationalization expenses incurred in connection with acquisitions. We expect to incur similar costs in connection with other acquisitions in the future and, under GAAP, such costs relating to acquisitions are expensed as incurred and not capitalized. b. Consists of discrete items and project costs, including (i) third party consulting and professional fees associated with strategic transformation initiatives, (ii) wage subsidies received directly applicable to the COVID-19 pandemic and (iii) other miscellaneous expenses, including non-capitalizable expenses relating to the Company’s initial public offering and other strategic transactions. c. Includes management fees paid to Roark Capital Management, LLC. d. Consists of the non-cash portion of rent expense, which reflects the extent to which our straight-line rent expense recognized under GAAP exceeds or is less than our cash rent payments. e. Represents non-cash equity-based compensation expense. f. Represents foreign currency transaction loss (gain) primarily related to the remeasurement of our intercompany loans, partially offset by remeasurement of cross currency swaps and currency forward contracts. g. Represents bad debt expense (recovery) related to customer that declared bankruptcy due to the COVID-19 pandemic. h. Relates to (gain) loss on sale leasebacks, impairment from the discontinuation in the use of a trade name as well as impairment of certain fixed assets and operating lease right-of-use assets related to closed locations. Also represents lease exit costs and other costs associated with stores that were closed prior to their respective lease termination dates. i. Represents charges incurred related to the Company’s repayment of the Car Wash Senior Credit Facilities in 2021 and a bridge loan which was used to help finance the 2020 acquisitions as well as charges related to the early settlement of the Company’s 2015-1 and 2016-1 securitized notes. There were no customers that accounted for 10% or more of the Company’s total revenue or accounts receivable across all segments in 2021, 2020 or 2019. The following table shows information relating to the geographic regions in which the Company operates: Total revenue for year ended Total long-lived assets (in thousands) December 25, 2021 December 26, 2020 December 28, 2019 December 25, 2021 December 26, 2020 December 28, 2019 United States $ 1,137,226 $ 721,448 $ 552,592 $ 1,843,952 $ 1,147,235 $ 127,090 Canada 122,179 115,559 47,681 24,503 27,616 7,291 Rest of world 207,875 67,193 — 478,154 537,468 — Total $ 1,467,280 $ 904,200 $ 600,273 $ 2,346,609 $ 1,712,319 $ 134,381 The following table shows the Company’s capital expenditures by reportable segment: (in thousands) Maintenance Car Wash Paint, Platform Corporate Total Capital expenditures 2021 $ 49,454 $ 105,057 $ 920 $ 231 $ 5,098 $ 160,760 2020 38,250 9,580 1,504 268 2,857 52,459 2019 25,192 — 333 48 2,657 28,230 |
Leases
Leases | 12 Months Ended |
Dec. 25, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company’s lease and sublease portfolio primarily consists of the real property leases related to franchisee service centers and company-operated service center locations, as well as office space and various vehicle and equipment leases. Leases for real property generally have terms ranging from 5 to 40 years, with most having one or more renewal options ranging from one one Our property lease agreements contain a lease component, which includes the right to use the real estate, and non-lease components, which include utilities and common area maintenance services. Lease components are accounted for under the ASC Topic on Leases, while non-lease components are accounted for under other GAAP Topics. We elected the practical expedient to account for the lease and non-lease components for property leases as a single lease component. Additional variable rent payments made during the lease term are not based on a rate or index and are excluded from the calculation of lease liabilities and are recognized as a component of variable lease expense as incurred. The Company’s vehicle and equipment leases are comprised of a single lease component. Finance lease right-of-use assets are depreciated on a straight-line basis over the lesser of the useful life of the leased asset or lease term. Finance lease liabilities are recognized using the effective interest method, with interest determined as the amount that results in a constant periodic discount rate on the remaining balance of the liability. Interest associated with finance lease liabilities is recognized in interest expense, net, on the consolidated statements of operations and is included in changes in accrued liabilities in the consolidated statements of cash flows. The principal portion of finance lease liabilities is included in other, net in the consolidated statements of cash flows. The following table details our total investment in operating and finance leases where the Company is the lessee: (in thousands) December 25, December 26, Right-of-use assets Finance leases (a) $ 29,766 $ 14,211 Operating leases 995,625 884,927 Total right-of-use assets $ 1,025,391 $ 899,138 Current lease liabilities Finance leases (b) $ 3,101 $ 2,149 Operating leases (c) 57,588 60,095 Total current lease liabilities $ 60,689 $ 62,244 Long-term lease liabilities Finance leases (d) $ 27,957 $ 16,726 Operating leases 931,604 818,001 Total long-term lease liabilities $ 959,561 $ 834,727 (a) Finance lease right-of-use assets are included in property and equipment, net (b) Current finance lease liabilities are included in current portion of long-term debt (c) Current operating lease liabilities are included in accrued expenses and other liabilities (d) Long-term finance lease liabilities are included in long-term debt The lease cost for operating and finance leases recognized in the consolidated statement of operations were as follows: December 25, 2021 December 26, 2020 (in thousands) Finance lease expense: Amortization of right-of-use assets $ 2,792 $ 1,146 Interest on lease liabilities 1,141 643 Operating lease expense 116,362 71,920 Short-term lease expense 1,935 2,206 Variable lease expense 963 614 Total lease expense, net $ 123,193 $ 76,529 The Company recorded a $3 million impairment loss during the year ended December 26, 2020 related to Company’s decision to exit certain leased locations. The Company also subleases certain facilities to franchisees and recognized $7 million, $7 million and $8 million in sublease revenue during the years ended December 25, 2021, December 26, 2020 and December 28, 2019, respectively, as a component of supply and other revenue on the consolidated statement of operations. During the year ended December 26, 2020, the Company received concessions from certain landlords in the form of rent deferrals of approximately $2 million and an immaterial amount of rent abatement and elected to account for these rent concessions as though enforceable rights and obligations for those concessions existed in the original lease agreements and, as a result, the lease concessions were not considered modifications of the existing lease contract. For the year ended December 25, 2021, the Company sold 38 car wash and 5 maintenance properties in various locations throughout the United States for a total of $144 million, resulting in a net gain of $12 million. Concurrently with the closing of these sales, the Company entered into various operating lease agreements pursuant to which the Company leased back the properties. These lease agreements have terms ranging from 15 to 20 years and provide the Company with the option of extended the lease for up to 20 additional years. The Company does not include option periods in its determination of the lease term unless renewals are deemed reasonably certain to be exercised. The Company recorded an operating lease right-of-use asset and operating lease liability of approximately $125 million and $124 million, respectively, related to these lease arrangements. The weighted average remaining lease term as of December 25, 2021 was 11.7 years for finance leases and 15.0 years for operating leases. The weighted average discount rate as of December 25, 2021 was 5.06% for finance leases and 4.78% for operating leases. The weighted average remaining lease term as of December 26, 2020 was 11.3 years for finance leases and 15.0 years for operating leases. The weighted average discount rate as of December 26, 2020 was 5.78% for finance leases and 4.81% for operating leases. Supplemental cash flow information related to the Company’s lease arrangements were as follows: Year Ended December 25, 2021 December 26, 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 106,519 $ 64,768 Operating cash flows used in finance leases 1,061 583 Financing cash flows used in finance leases 1,286 448 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 200,499 $ 919,036 Finance leases 12,951 16,607 As of December 25, 2021, future minimum lease payments under noncancellable leases were as follows: (in thousands) Finance Operating Income from subleases 2022 $ 4,865 $ 116,490 $ 6,990 2023 4,329 113,226 5,487 2024 3,753 107,650 2,767 2025 3,490 103,087 2,252 2026 3,368 96,840 1,879 Thereafter 23,390 956,921 6,720 Total undiscounted cash flows $ 43,195 $ 1,494,214 $ 26,095 Less: Present value discount 12,137 505,022 Less: Current lease liabilities 3,101 57,588 Long-term lease liabilities $ 27,957 $ 931,604 |
Leases | Leases The Company’s lease and sublease portfolio primarily consists of the real property leases related to franchisee service centers and company-operated service center locations, as well as office space and various vehicle and equipment leases. Leases for real property generally have terms ranging from 5 to 40 years, with most having one or more renewal options ranging from one one Our property lease agreements contain a lease component, which includes the right to use the real estate, and non-lease components, which include utilities and common area maintenance services. Lease components are accounted for under the ASC Topic on Leases, while non-lease components are accounted for under other GAAP Topics. We elected the practical expedient to account for the lease and non-lease components for property leases as a single lease component. Additional variable rent payments made during the lease term are not based on a rate or index and are excluded from the calculation of lease liabilities and are recognized as a component of variable lease expense as incurred. The Company’s vehicle and equipment leases are comprised of a single lease component. Finance lease right-of-use assets are depreciated on a straight-line basis over the lesser of the useful life of the leased asset or lease term. Finance lease liabilities are recognized using the effective interest method, with interest determined as the amount that results in a constant periodic discount rate on the remaining balance of the liability. Interest associated with finance lease liabilities is recognized in interest expense, net, on the consolidated statements of operations and is included in changes in accrued liabilities in the consolidated statements of cash flows. The principal portion of finance lease liabilities is included in other, net in the consolidated statements of cash flows. The following table details our total investment in operating and finance leases where the Company is the lessee: (in thousands) December 25, December 26, Right-of-use assets Finance leases (a) $ 29,766 $ 14,211 Operating leases 995,625 884,927 Total right-of-use assets $ 1,025,391 $ 899,138 Current lease liabilities Finance leases (b) $ 3,101 $ 2,149 Operating leases (c) 57,588 60,095 Total current lease liabilities $ 60,689 $ 62,244 Long-term lease liabilities Finance leases (d) $ 27,957 $ 16,726 Operating leases 931,604 818,001 Total long-term lease liabilities $ 959,561 $ 834,727 (a) Finance lease right-of-use assets are included in property and equipment, net (b) Current finance lease liabilities are included in current portion of long-term debt (c) Current operating lease liabilities are included in accrued expenses and other liabilities (d) Long-term finance lease liabilities are included in long-term debt The lease cost for operating and finance leases recognized in the consolidated statement of operations were as follows: December 25, 2021 December 26, 2020 (in thousands) Finance lease expense: Amortization of right-of-use assets $ 2,792 $ 1,146 Interest on lease liabilities 1,141 643 Operating lease expense 116,362 71,920 Short-term lease expense 1,935 2,206 Variable lease expense 963 614 Total lease expense, net $ 123,193 $ 76,529 The Company recorded a $3 million impairment loss during the year ended December 26, 2020 related to Company’s decision to exit certain leased locations. The Company also subleases certain facilities to franchisees and recognized $7 million, $7 million and $8 million in sublease revenue during the years ended December 25, 2021, December 26, 2020 and December 28, 2019, respectively, as a component of supply and other revenue on the consolidated statement of operations. During the year ended December 26, 2020, the Company received concessions from certain landlords in the form of rent deferrals of approximately $2 million and an immaterial amount of rent abatement and elected to account for these rent concessions as though enforceable rights and obligations for those concessions existed in the original lease agreements and, as a result, the lease concessions were not considered modifications of the existing lease contract. For the year ended December 25, 2021, the Company sold 38 car wash and 5 maintenance properties in various locations throughout the United States for a total of $144 million, resulting in a net gain of $12 million. Concurrently with the closing of these sales, the Company entered into various operating lease agreements pursuant to which the Company leased back the properties. These lease agreements have terms ranging from 15 to 20 years and provide the Company with the option of extended the lease for up to 20 additional years. The Company does not include option periods in its determination of the lease term unless renewals are deemed reasonably certain to be exercised. The Company recorded an operating lease right-of-use asset and operating lease liability of approximately $125 million and $124 million, respectively, related to these lease arrangements. The weighted average remaining lease term as of December 25, 2021 was 11.7 years for finance leases and 15.0 years for operating leases. The weighted average discount rate as of December 25, 2021 was 5.06% for finance leases and 4.78% for operating leases. The weighted average remaining lease term as of December 26, 2020 was 11.3 years for finance leases and 15.0 years for operating leases. The weighted average discount rate as of December 26, 2020 was 5.78% for finance leases and 4.81% for operating leases. Supplemental cash flow information related to the Company’s lease arrangements were as follows: Year Ended December 25, 2021 December 26, 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 106,519 $ 64,768 Operating cash flows used in finance leases 1,061 583 Financing cash flows used in finance leases 1,286 448 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 200,499 $ 919,036 Finance leases 12,951 16,607 As of December 25, 2021, future minimum lease payments under noncancellable leases were as follows: (in thousands) Finance Operating Income from subleases 2022 $ 4,865 $ 116,490 $ 6,990 2023 4,329 113,226 5,487 2024 3,753 107,650 2,767 2025 3,490 103,087 2,252 2026 3,368 96,840 1,879 Thereafter 23,390 956,921 6,720 Total undiscounted cash flows $ 43,195 $ 1,494,214 $ 26,095 Less: Present value discount 12,137 505,022 Less: Current lease liabilities 3,101 57,588 Long-term lease liabilities $ 27,957 $ 931,604 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 25, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DerivativesThe Company utilizes derivative financial instruments primarily to hedge its exposure to changes in interest rates and movements in foreign currency exchange rates. All derivative financial instruments are recorded on the balance sheet at their respective fair values. The Company does not use financial instruments or derivatives for any trading or other speculative purposes. Derivatives Designated as Cash Flow Hedges of Interest Rate Risk The Company has variable rate senior funding which creates exposure to variability in interest payments due to changes in interest rates. The Company was party to three interest rate swap transactions with a total notional amount of $300 million. The interest rate swaps were designated as a hedge against the changes in cash flows attributable to changes in one-month LIBOR, the benchmark interest rate being hedged, associated with interest payments made on the first $300 million of the Company's First and Second Lien Term Loans, respectively. See Note 8 for additional details on the Company’s debt agreements. The termination date of the swap agreements is May 7, 2023. On, January 19, 2021, the company officially terminated the interest rate swaps associated with the debt agreements and recorded an immaterial amount of expense related to the cancellation of this instrument. Derivatives Designated as Fair Value Hedge of Exchange Rate Risk In December 2021, the Company entered into a cross currency swap as an economic hedge against exposure to changes in the Canadian dollar in connection with its Canadian securitization transaction, which is discussed in greater detail in Note 8. The cross currency swap has an $88 million notional and a settlement date of July 20, 2027. Throughout the term of the swap agreements, the Company pays interest at a fixed rate in Canadian dollars and receives interest at a fixed rate in U.S. dollars. Derivatives Not Designated as Hedges As part of the acquisition of ICWG, the Company assumed three cross-currency interest rate swap agreements to mitigate the interest rate risk and exchange rate risk associated with the variable interest, USD-denominated senior loans raised by ICWG. The cross-currency interest rate swaps had a total notional amount of $235 million and were scheduled to terminate on October 3, 2021. On, January 20, 2021, the company officially terminated the cross currency swaps associated with the debt agreements and recorded an immaterial amount of expense related to the cancellation of this instrument. Throughout the term of the swap agreements, the Company paid interest at a fixed rate and received interest at the three-month LIBOR rate. During 2021 and 2020 the Company entered into short term foreign currency forward contracts as an economic hedge against exposure to changes in the Canadian dollar in connection with its Canadian securitization transaction, which is discussed in greater detail in Note 8 . The foreign currency forward contract in effect in 2021 had an $87.5 million notional amount and matured on December 17, 2021. It was replaced by the cross currency swap discussed above. The fair value of our derivative instruments and the associated notional amounts, presented on a pre-tax basis, were as follows: (in thousands) December 25, 2021 Notional Amount Balance Sheet Location Fair Value Derivative liabilities: Derivatives designated as hedging instruments: Cross currency swap $ 87,500 Accrued expenses and other liabilities $ 336 Accrued expenses and other long-term liabilities $ 200 (in thousands) December 26, 2020 Notional Amount Balance Sheet Location Fair Value Derivative assets: Derivatives not designated as hedging instruments: Forward contract to purchase U.S. dollars $ 86,502 Prepaid and other assets $ 227 Derivative liabilities: Derivatives designated as hedging instruments: Interest rate swaps $ 300,000 Accrued expenses and other long-term liabilities $ 9,561 Derivatives not designated as hedging instruments: Cross currency swaps $ 234,780 Accrued expenses and other long-term liabilities $ 12,197 During the year ended December 25, 2021, the Company recorded an immaterial amount of net losses in other comprehensive income and as a component of accumulated other comprehensive income as of December 25, 2021. The Company expects an immaterial amount to be reclassified from other comprehensive income to interest expense during the next 12 months. The Company recorded a $5 million gain and a $10 million loss during the year ended December 25, 2021 and December 26, 2020, respectively, related to the change in fair value of derivatives in Loss (gain) on foreign currency transactions, net in the consolidated statement of operations. The amounts included in accumulated other comprehensive income will be reclassified to interest expense should the hedge no longer be considered effective. The Company will continue to assess the effectiveness of the hedge on a quarterly basis. Counterparty Credit Risk By entering into derivative instrument contracts, the Company exposes itself, from time to time, to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to the Company, which creates credit risk for the Company. The Company attempts to minimize this risk by selecting counterparties with investment grade credit ratings, limiting its exposure to any single counterparty and regularly monitoring its market position with each counterparty. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 25, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes was computed based on the following amounts of income (loss) before income taxes: Year Ended (in thousands) December 25, 2021 December 26, 2020 December 28, Domestic $ 86,257 $ 996 $ 13,223 Foreign (51,365) 6,160 (643) Income before income taxes $ 34,892 $ 7,156 $ 12,580 The components of our income tax expense (benefit) were as follows: Year Ended (in thousands) December 25, 2021 December 26, 2020 December 28, 2019 Current: Federal $ 6,969 $ (908) $ (537) State 3,990 3,420 1,309 Foreign 3,414 4,924 889 Deferred: Federal 22,324 2,071 7,043 State (787) 2,316 (5,259) Foreign (10,554) (451) 1,385 Total income tax expense $ 25,356 $ 11,372 $ 4,830 A reconciliation between the U.S. federal statutory tax rate and the effective tax rate reflected in the accompanying financial statements is as follows: Year Ended (in thousands) December 25, 2021 December 26, 2020 December 28, 2019 Federal income tax at statutory rate $ 7,327 21.0 % $ 1,503 21.0 % $ 2,642 21.0 % State income taxes, net of federal tax benefits 4,971 14.2 % 1,605 22.4 % 825 6.6 % State deferred tax rate change (2,118) (6.1) % 1,689 23.6 % (1,038) (8.3) % Foreign deferred tax rate change 2,375 6.8 % — — % — — % Foreign tax rate differential (2,135) (6.1) % (869) (12.1) % 85 0.7 % Non-deductible advertising fund loss (32) (0.1) % 486 6.8 % 737 5.9 % Non-deductible transaction costs 10,525 30.2 % 1,006 14.1 % 845 6.7 % Non-deductible stock compensation 598 1.7 % 278 3.9 % — — % Other permanent differences 809 2.3 % (176) (2.5) % 140 1.1 % Deferred tax adjustments (147) (0.4) % 818 11.4 % 241 1.9 % Current tax adjustments (956) (2.7) % (647) (9.0) % 353 2.8 % Reserve for uncertain tax positions (313) (0.9) % 2,232 31.2 % — — % Valuation allowance on deferred tax asset 4,452 12.8 % 3,447 48.2 % — — % Effective tax rate $ 25,356 72.7 % $ 11,372 159.0 % $ 4,830 38.4 % Deferred tax assets (liabilities) are comprised of the following: (in thousands) December 25, 2021 December 26, 2020 Deferred tax asset Accrued liabilities $ 11,165 $ 10,497 Accounts receivable allowance 4,590 4,740 Net operating loss carryforwards 31,024 32,141 Lease liabilities 250,401 225,493 Interest expense limitation 24,622 23,776 Deferred revenue 6,447 2,620 Other deferred assets 2,171 2,676 Total deferred tax asset 330,420 301,943 Less valuation allowance (24,371) (21,284) Net deferred tax asset 306,049 280,659 Deferred tax liabilities Goodwill and intangible assets 188,627 195,703 Financing transactions — 7,588 Right-of-use assets 246,726 222,311 Fixed asset basis differences 116,902 98,614 Unrealized foreign exchange differences 2,970 1,217 Other deferred liabilities 6,382 4,269 Total deferred liabilities 561,607 529,702 Net deferred liabilities $ 255,558 $ 249,043 The following table presents the activity included in the deferred tax valuation allowance as follows: (in thousands) December 25, 2021 December 26, 2020 Balance at beginning of period $ 21,284 $ — Valuation allowance acquired from ICWG — 17,828 Additions 4,452 3,456 Translation (1,365) — Balance at end of period $ 24,371 $ 21,284 During the year ended December 25, 2021, the valuation allowance increased by $4.5 million principally related to valuation allowances over income tax operating loss carryforwards realized in certain foreign jurisdictions that are not more likely than not to be realized. As of December 25, 2021, the Company had pre-tax federal operating loss carry forwards of $69 million, which are not subject to expiration. State tax effected net operating loss carryforwards were $4 million for which portions begin to expire in the current year. Some of the federal net operating losses are subject to certain limitations under IRC Sect. 382, however, the Company believes that these losses are more likely than not to be utilized. As of December 25, 2021, the Company had pre-tax foreign net operating loss carryforwards of $49 million for which portions of the operating loss carryforwards begin to expire in fiscal year 2022, while others are indefinite lived and not subject to expiration. As of December 25, 2021, the Company had $748 million of goodwill that was deductible for tax purposes. The Company has designated the undistributed earnings of its foreign operations as indefinitely reinvested and as a result the Company does not provide for deferred income taxes on the unremitted earnings of these subsidiaries. As of December 25, 2021, the determination of the amount of such unrecognized deferred tax liability is not practicable. At December 25, 2021, the Company had $2 million of unrecognized tax benefits which would affect the Company’s effective tax rate, if recognized. However, it is not expected that any material portion of the unrecognized tax benefit would reverse over the next twelve months. A reconciliation of the change in the accrual for unrecognized income tax benefits as follows: (in thousands) December 25, 2021 December 26, 2020 Balance at beginning of period $ 2,232 $ — Increases (reductions) for prior year tax positions (313) 2,232 Translation adjustments (10) $ — Balance at end of period 1,909 $ 2,232 Accrued interest and penalties related to unrecognized tax benefits totaled $0.6 million as of December 25, 2021 and $0.4 million as of December 26, 2020. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 25, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions The Company had management advisory services agreements with Roark Capital Management, LLC (“Roark”), an affiliated entity, which provided that the Company pay an annual advisory services fee to Roark. The Company and Roark terminated all advisory services agreements in January 2021 in connection with the Company’s initial public offering. The Company paid $6 million and $2 million during the years ended December 26, 2020 and December 28, 2019, respectively. As further described in Note 1 , on August 3, 2020, pursuant to the acquisition of ICWG, 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 Driven Investor LLC, our former parent company. Both Driven Equity LLC and RC IV Cayman ICW Holdings LLC were related entities of Roark Capital Management, LLC. During the year ended December 28, 2019, the Company paid a $163 million cash dividend to Driven Investor LLC (parent to the Company). $155 million was paid directly to Driven Investor LLC through the closing of the Series 2019-1 debt transaction and the remaining $8 million was paid out of the Company’s operating cash. On June 8, 2015, the Company provided a loan of $1 million secured by a Promissory Note, which was scheduled to mature in July 2020 to an Executive of the Company in connection with that Executive’s purchase of 1,500 units of Driven Investor LLC. Those units were pledged to Driven Brands, Inc. as security for repayment of the loan. On February 7, 2020, the loan was settled and extinguished. The Company made payments for facilities maintenance services in the aggregate amount of approximately $1.5 million during the year ended December 25, 2021 to Divisions Maintenance Group, an entity owned by affiliates of Roark Capital Management, LLC, which is related to the company’s principal stockholders (Driven Equity Sub LLC, Driven Equity LLC, RC IV Cayman ICW Holdings Sub LLC and RC IV Cayman ICW Holdings LLC). The transactions were reviewed, ratified, and approved by the Audit Committee of the Company’s Board of Directors in accordance with the Company’s Related Person Transactions Policy. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 25, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has a 401(k) plan that covers eligible employees as defined by the plan agreement. Employer contributions to the plan wer e $1 million in 2021 and less than $1 million in 2020 and 2019. The Company has a rabbi trust to fund the obligations of its non-qualified deferred compensation plan for its executive level employees, which became effective as of January 1, 2018. The rabbi trust comprises various mutual fund investments selected by plan participants. The Company records the mutual fund investment assets at fair value with any subsequent changes in fair value recorded in the consolidated statements of operations. As such, offsetting changes in the asset values and defined contribution plan obligations would be recorded in the statements of operations in the same period. The trust asset balances and the deferred compensation plan liability balances were $1 million as of December 25, 2021, and December 26, 2020. The trust assets and liabilities are recorded within prepaid and other assets and accrued expenses and other liabilities, respectively, within the consolidated balance sheets. |
Equity Agreements and Incentive
Equity Agreements and Incentive Equity Plan | 12 Months Ended |
Dec. 25, 2021 | |
Equity [Abstract] | |
Equity Agreements and Incentive Equity Plan | Equity Agreements and Incentive Equity Plan On April 17, 2015, Driven Investor LLC entered into a limited liability company agreement (the Equity Plan). The Equity Plan, among other things, established the ownership of certain membership units in Driven Investor LLC and defined the distribution rights and allocations of profits and losses associated with those membership units. Additionally, the Equity Plan calls for certain restrictions regarding transfers of units, corporate governance and Board of Director representation. In April 2015, Driven Investor LLC established certain profits interest units as part of the award agreements (the Award Agreements). The Award Agreements provide for grants of certain profits interest units to employees, directors or consultants of Driven Investor LLC and Subsidiaries. For both the Profits Interest Time Units and Profits Interest Performance Units, if the grantee’s continuous service terminated for any reason, the Grantee shall forfeit all right, title, and interest in and to any unvested units as of the date of such termination, unless the grantee’s continuous service period is terminated by the Company without cause within the six-month period prior to the date of consummation of the change in control. In addition, the grantee shall forfeit all right, title, and interest in and to any vested units if the grantee was terminated for cause, breaches any post-termination covenants, or for failing to execute any general release required to be executed. The Profits Interest Performance Units were also subject to certain performance criteria which may cause the units not to vest. On January 6, 2021, the Company’s Board of Directors approved the 2021 Omnibus Incentive Plan (the “Plan”) and effective January 14, 2021, the Company’s shareholders adopted and approved the Plan. The Plan provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units, other stock-based awards, other cash-based awards or any combination of the foregoing to current and prospective employees and directors of, and consultants and advisors to, the Company and its affiliates. The maximum number of shares of common stock available for issuance under the Plan is 12,533,984 shares. In conjunction with the closing of the IPO, our Board granted awards under the Plan to certain of our employees, representing an aggregate of 5,582,522 shares of common stock. 5,097,380 shares of common stock were reserved for additional grants under the Plan at December 25, 2021. Prior to IPO, the Parent’s equity awards included Profits Interest Units as noted above. There were two forms of Profits Interest - Time Units and Performance Units. Time Units generally vested in five installments of 20% on each of the first five The Performance Units were to vest immediately prior to the effective date of a consummated sale transaction or qualified public offering, including the IPO (a “Liquidity Event”). The percentage of vesting was based on achieving certain performance criteria. No vesting occurred as a result of the IPO as the minimum performance criteria threshold was not achieved. In connection with the IPO, the Performance Units were exchanged for performance-based restricted stock awards. The vesting conditions of the performance-based restricted stock awards were modified to vest subject to an additional performance condition. Employees who received IPO Options have the same vesting conditions for the performance-based portion of the IPO Options as the performance-based restricted stock awards. The Company calculated the fair value of these performance-based restricted stock awards on the modification date and determined the fair value of these awards increased to $66 million as a result of modification. In addition, the grant date fair value of the performance-based IPO Options was $26 million. The fair value of the performance-based restricted stock awards and performance-based IPO Options was determined by using a Monte Carlo simulation, using the following assumptions: (i) an expected term of 4.96 years, (ii) an expected volatility of 40.6%, (iii) a risk-free interest rate of 0.48%, and (iv) no expected dividends. There was approximately $6 million of unrecognized compensation expense related to the time-based restricted stock awards and time-based IPO Options at December 25, 2021, which is expected to be recognized over a weighted-average vesting period of 3.3 years. There was approximately $90 million of unrecognized compensation expense related to the performance-based restricted stock awards and performance-based IPO Options at December 25, 2021. For the years ended December 25, 2021, December 26, 2020 and December 28, 2019, no compensation cost was recognized for the performance-based restricted stock awards and performance-based IPO Options given that none of the performance criteria were met or probable. Once the performance conditions are deemed probable, the Company will recognize compensation cost equal to the portion of the requisite service period that has elapsed. Certain former employees continued to hold performance-based awards after the IPO. The Company established other new awards in connection with the IPO, including restricted stock units (“RSUs”) and performance stock units (“PSUs”). Awards established in connection with the IPO may only vest provided that the employee remains in continuous service on each vesting date. The RSUs vest in three installments of 33% on each of the first three For all of the Company’s awards, excluding RSUs and PSUs, if the grantee’s continuous service terminates for any reason, the grantee shall forfeit all right, title, and interest in and to any unvested units as of the date of such termination, unless the grantee’s continuous service period is terminated by the Company without cause within the six The Company also established and granted restricted stock options (“RSOs”) which vest provided that the employee remains in continuous service on the vesting date. The RSOs were granted at the stock price of the Company on the grant date and permit the holder to exercise them for 10 years from the grant date. The options generally vest on each of the forth anniversaries of the grant date, but such vesting could accelerate for certain options based on certain conditions under the award. The fair value of the RSOs was determined by using a Monte Carlo simulation, using the following assumptions: (i) an expected term of 7 years (ii) an expected volatility of 40.1%, (iii) a risk-free interest rate of 1.34%, and (iv) no expected dividend. There was approximately $1 million of total unrecognized compensation cost related to the unvested RSUs at December 25, 2021, which is expected to be recognized over a weighted-average vesting period of 2.2 years. Also, there was approximately $26 million of total unrecognized compensation cost related to the unvested RSOs at December 25, 2021, which is expected to be recognized over a weighted-average vesting period of 4.0 years. In addition, there was approximately $3 million of total unrecognized compensation cost related to the unvested PSUs, which are expected to be recognized over a weighted-average vesting period of 2.1 years. The Company recognized equity-based compensation expense of $4 million, $1 million and $1 million in 2021, 2020 and 2019, respectively. The following is a summary of the Profits Interest - Time Units and Performance Units for the years 2020 and 2019 . Profits Interest - Time Units Weighted Average Grant Date Fair Value, per unit Profits Interest -Performance Units Weighted Average Grant Date Fair Value, per unit Outstanding as of December 29, 2018 13,778 $ 501 24,736 $ 353 Forfeited/Cancelled (197) 1,085 (100) 858 Outstanding as of December 28, 2019 13,581 492 24,636 351 Granted 13,055 696 25,597 693 Forfeited/Cancelled (2,668) 976 (8,387) 894 Repurchases (6,677) 288 — — Outstanding as of December 26, 2020 17,291 $ 652 41,846 $ 554 There were no stock grants, forfeitures or repurchases for the period from December 26, 2020 through the January 14, 2021. The existing Profits Interest - Time and Performance units were converted into new time and performance awards on January 14, 2021. Unvested Time Awards Weighted Average Grant Date Fair Value, per unit Unvested Performance Awards Weighted Average Grant Date Fair Value, per unit Outstanding as of January 14, 2021 610,477 $ 12.65 4,178,246 $ 15.79 Granted post-IPO — — — — Forfeited/Cancelled (17,304) 21.27 (84,737) 13.55 Vested (164,868) 10.04 — — Outstanding as of December 25, 2021 428,305 $ 13.31 4,093,509 $ 15.84 The following are the restricted stock units and performance stock units granted in conjunction with or after the IPO: Unvested Time Units Weighted Average Grant Date Fair Value, per unit Unvested Performance Units Weighted Average Grant Date Fair Value, per unit Outstanding as of January 14, 2021 (pre-IPO) — $ — — $ — Granted post-IPO 81,160 23.11 144,735 24.52 Forfeited/Cancelled (18,735) 22.18 (37,439) 24.36 Outstanding as of December 25, 2021 62,425 $ 23.38 107,296 $ 24.58 The following are the restricted stock units and performance stock units granted in conjunction with or after the IPO: Unvested Time Based Restricted Stock Options Outstanding Weighted Average Exercise Price Unvested Performance Based Restricted Stock Options Outstanding Weighted Average Exercise Price Outstanding as of January 14, 2021 (pre-IPO) — $ — — $ — Granted post-IPO 3,564,770 26.84 3,621,719 22.00 Forfeited/Cancelled (77,294) 22.00 (152,239) 22.00 Vested (298,886) 22.00 — — Outstanding as of December 25, 2021 3,188,590 $ 27.41 3,469,480 $ 22.00 As of December 25, 2021 and January 14, 2021 there were 298,886 and 198,984 shares of time based vested stock options outstanding which had an average exercise price of $22.00 per share. The fair value of all time based units granted was estimated using a Black-Scholes option pricing model using the following weighted-average assumptions for each of fiscal 2021, 2020, and 2019: For the Fiscal Year Ended December 25, 2021 December 26, 2020 December 28, 2019 Annual dividend yield — % — % — % Weighted-average expected life (Years) 7.0 1.8 3.0 Risk-free interest rate 1.33 % 0.91 % 2.90 % Expected volatility 40.1 % 46.7 % 40.0 % The expected term of the incentive units is based on evaluations of historical and expected future employee behavior. The risk-free interest rate is based on the U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life at the grant date. Volatility is based on the historical volatility of guideline public entities that are similar to the Company, as the Company does not have sufficient historical transactions of its own shares to calculate expected volatility. As of December 25, 2021, the Company does not intend to pay dividends or distributions in the future. Employee Stock Purchase Plan On January 6, 2021, the Company’s Board of Directors approved the Employee Stock Purchase Plan (the “ESPP”) and effective January 14, 2021, the Company’s shareholders adopted and approved the ESPP. On March 22, 2021, the Company's Board of Directors approved the International Employee Stock Purchase Plan (the "International ESPP"). The ESPP and International ESPP provide employees of certain designated subsidiaries of the Company with an opportunity to purchase the Company’s common stock at a discount, subject to certain limitations set forth in the ESPP and International ESSP. The ESPP and International ESSP plans authorized the issuance of 1,790,569 shares of the Company’s common stock. Total contributions to the ESPP were $2 million for the year ended December 25, 2021. No shares of common stock were purchased under the ESPP as of December 25, 2021. 110,300 shares of common stock were subsequently purchased on December 28, 2021 related to employee contributions during the year ended December 25, 2021. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 25, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The Company calculates basic and diluted earnings per share using the two-class method. The following table sets forth the computation of basic and diluted earnings per share attributable to common shareholders: Fiscal year ended (in thousands, except per share amounts) December 25, 2021 December 26, 2020 December 28, 2019 Basic earnings per share: Net income (loss) attributable to Driven Brands Holdings Inc. $ 9,632 $ (4,199) $ 7,731 Less: Net income attributable to participating securities, basic 207 — — Net income (loss) after participating securities, basic $ 9,425 $ (4,199) $ 7,731 Weighted-average common shares outstanding (a) 160,684 104,318 88,990 Basic earnings per share $ 0.06 $ (0.04) $ 0.09 Diluted earnings per share: Net income (loss) attributable to Driven Brands Holdings Inc. $ 9,632 $ (4,199) $ 7,731 Less: Net income attributable to participating securities, diluted 185 — — Net income (loss) after participating securities, diluted $ 9,447 $ (4,199) $ 7,731 Weighted-average common shares outstanding (a) 160,684 104,318 88,990 Dilutive effect of share-based awards 3,960 — — Weighted-average common shares outstanding, as adjusted (a) 164,644 104,318 88,990 Diluted earnings per share $ 0.06 $ (0.04) $ 0.09 (a) Weighted average common shares for 2020 have been adjusted to reflect an implied 88,990-for-one stock split that became effective on January 14, 2021. See Note 1 for additional information. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to Driven Brands Holdings Inc. after participating securities by the weighted-average number of common shares outstanding for the period. The Company reported a net loss for the year ended December 26, 2020, therefore the number of shares used to calculate diluted loss per share is the same as the number of shares used to calculate basic loss per share because the potentially dilutive shares, if any, would have been antidilutive if included. In addition, the Company’s participating securities are related to certain restricted stock awards issued to Section 16 officers which include non-forfeitable dividend rights. The Company has 4,007,164 shares of performance awards that are contingent on performance conditions which have not yet been met, and therefore have been excluded from the computation of weighted average shares for the years ended December 25, 2021, December 26, 2020 and December 28, 2019. The following securities were not included in the computation of diluted shares outstanding because the effect would be antidilutive: Fiscal year ended Number of securities (in thousands) December 25, December 26, December 28, Restricted stock units — — — Stock options 2,036 — — Total 2,036 — — |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 25, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Event On December 30, 2021 the Company acquired Auto Glass Now® (“AGN”) for approximately $170 million.The acquisition of AGN expands the Company’s auto glass offering into the U.S. AGN is an industry leader, backed by over 20 years of experience in auto glass repair, replacement, and calibration with over 75 locations throughout the U.S. As part of the transaction, the Company incurred a $56 million transaction expense in the fourth quarter of fiscal 2021. The initial accounting for these acquisitions is incomplete as the valuation of the assets acquired and liabilities assumed and residual goodwill has not yet been performed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 25, 2021 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal yearThe Company operates and reports financial information on a 52- or 53-week year with the fiscal year ending on the last Saturday in December and fiscal quarters ending on the 13th Saturday of each quarter (or 14th Saturday when applicable with respect to the fourth fiscal quarter), except for the Car Wash segment which is currently consolidated based on a calendar month end. Fiscal years 2021, 2020, and 2019 reflect the results of operations for the 52-week periods ended December 25, 2021, December 26, 2020, and December 28, 2019, respectively. |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Driven Brands Holdings Inc. and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“GAAP”) requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities, if any, at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates are made in the calculation and assessment of the following: valuation of intangible assets and goodwill; income taxes; allowance for credit losses; and stock-based compensation. On an ongoing basis, the Company evaluates its estimates based on historical experience, current conditions and various other assumptions that are believed to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Actual results could differ from those estimates. Certain amounts in previously issued financial statements have been reclassified to conform to current year presentation. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents Cash equivalents consist of demand deposits and short-term, highly liquid investments with original maturities of three months or less. These investments are carried at cost, which approximates fair value. The Company continually monitors its positions with, and the credit quality of, the financial institutions in which it maintains its deposits. As of December 25, 2021 and December 26, 2020, the Company maintained balances in various cash accounts in excess of federally insured limits. Restricted Cash |
Accounts and Notes Receivable | Accounts and Notes Receivable The Company’s accounts receivable consists principally of amounts due related to product sales, centrally billed commercial fleet work, centrally billed insurance claims, advertising, franchise fees, rent due from franchisees and training services. These receivables are generally due within 30 days of the period in which the corresponding sales occur and are classified as Accounts and notes receivable, net on the consolidated balance sheets. Accounts receivable are reported at their estimated net realizable value. |
Allowance for Uncollectible Receivables | Allowance for Uncollectible Receivables The Company adopted ASU 2016-13, Financial Instruments - Credit Losses , on December 26, 2020, which was retroactively applied as of the first day of fiscal year 2020. This accounting standard requires companies to measure expected credit losses on financial instruments based on the total estimated amount to be collected over the lifetime of the instrument. Prior to the adoption of this accounting standard, the Company recorded incurred loss reserves against receivable balances based on current and historical information. The Company adopted this guidance using the modified retrospective adoption method applied as of the first day of fiscal year 2020. Upon adoption of this guidance, the Company recognized an increase to its allowance for credit losses of $2 million and a corresponding adjustment to retained earnings, net of tax, as a cumulative effect of an accounting change. Expected credit losses for uncollectible receivable balances consider both current conditions and reasonable and supportable forecasts of future conditions. Current conditions considered include pre-defined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. The Company primarily purchased its oil, lubricants, soap and auto glass in bulk quantities to take advantage of volume discounts and to ensure inventory availability to complete services. Inventories are presented net of volume rebates. |
Property and Equipment, net | Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the shorter of the estimated useful life or the remaining lease term of the related asset. Repairs and maintenance are expensed as incurred. Estimated useful lives are as follows: Buildings and improvements 20 - 40 years Furniture and fixtures Five to seven years Store equipment Three to 20 years Car wash equipment 20 years Leasehold improvements Five to 20 years Vehicles Five years Computer equipment and software Three years |
Leases | Leases The Company adopted ASU 2016-02 Leases and the subsequent ASUs that modified ASU 2016-02 (collectively, the amendments) during the twelve months ended December 26, 2020 and retroactively adopted the amendments as of the first day of fiscal year 2019. The Company elected not to adjust prior period comparative information and will continue to disclose prior period financial information in accordance with the previous lease accounting guidance. The adoption of the standard resulted in a ROU asset of approximately $324 million primarily from operating leases for our company-operated stores, a $4 million reduction to retained earnings, net of taxes as a cumulative effect of an accounting change, and a lease liability of approximately $330 million as of December 28, 2019. The remaining $1 million related to the derecognition of certain liabilities and assets that had been recorded in accordance with GAAP that had been applied prior to the adoption of the amendments. The new lease standard requires the lessee in an operating lease to record a balance sheet gross-up upon lease commencement by recognizing a ROU asset and lease liability equal to the present value of the lease payments. The ROU asset and lease liability are derecognized in a manner that effectively yields a straight-line lease expense over the lease term. In addition to the changes to the lessee operating lease accounting requirements, the amendments also change the types of costs that can be capitalized related to a lease agreement for both lessees and lessors. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets that are used in operations are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable through undiscounted future cash flows. Recognition and measurement of a potential impairment is performed on assets grouped with other assets and liabilities at the lowest level where identifiable cash flows are largely independent of the cash flows of other assets and liabilities. An impairment loss is the amount by which the carrying amount of a long-lived asset or asset group exceeds its estimated fair value. Fair value is generally estimated by internal specialists based on the present value of anticipated future cash flows or, if required, with the assistance of independent third-party valuation specialists, depending on the nature of the assets or asset group. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is recorded when the aggregate purchase price of an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Intangible assets resulting from an acquisition are accounted for using the purchase method of accounting and are estimated by management based on the fair value of the assets acquired. The Company's identifiable intangible assets are comprised primarily of trademarks, franchise agreements, license agreements, membership agreements, customer relationships and developed technology. Identifiable intangible assets with finite lives (franchise agreements and certain trademarks) are amortized over the period of estimated benefit using the straight-line method. Goodwill and intangible assets considered to have an indefinite life (primarily trademarks) are not subject to amortization. The determination of indefinite life is subject to reassessment if changes in facts and circumstances indicate the period of benefit has become finite. |
Revenue Recognition | Revenue Recognition Franchise royalties and fees Franchisees are required to pay an upfront license fee prior to the opening of a location. The initial license payment received is recognized ratably over the life of the franchise agreement. Franchisees will also pay continuing royalty fees, at least monthly, based on a percentage of the store level retail sales or a flat amount, depending on the brand. The royalty income is recognized as the underlying sales occur. In addition to the initial fees and royalties, the Company also recognizes revenue associated with development fees charged to franchisees, which are recognized as income over the life of the associated franchise agreement. Development fees relate to the right of a franchisee to open additional locations in an agreed upon territory. Company-operated store sales Company-operated store sales are recognized, net of sales discounts, upon delivery of services and the service-related product. Customers also have the ability to purchase car wash club memberships that allow a customer unlimited washes for the duration of the membership. The Company recognizes revenue from these membership programs on a straight-line basis over the membership term. We also sell gift cards. Sales proceeds are recognized as a contract liability; the liability is reduced and revenue is recognized when the gift card is subsequently redeemed for services. Breakage on unredeemed gift card balances is estimated and recognized as revenue using the proportional method based on historical redemption patterns. The states and municipalities in which the Company operates impose sales tax on all of the Company’s nonexempt revenue. The Company collects the sales tax from its customers and remits the entire amount to the appropriate taxing authority. The Company’s policy is to exclude the tax collected and remitted from net revenue and direct costs. The Company accrues sales tax liabilities as it records sales, maintaining the amount owed to the taxing authorities in accrued expenses and other liabilities on the consolidated balance sheets. Independently-operated store sales and expenses Independently-operated store sales and expenses consist of our car wash sites outside North America. The Company is primarily responsible for fulfilling its performance obligation of providing car wash and other vehicle cleaning services but engages a third-party to provide site labor and operate these stores on its behalf. The Company pays a commission to these third-parties to perform this service. Revenue from car washes at these locations is recorded in independently-operated store sales at the time the service is performed, while the commissions paid to the third-parties are recorded in independently-operated store expenses. Advertising contributions Franchised and company-operated stores are generally required to contribute advertising dollars according to the terms of their respective contract (typically based on a percentage of sales) that are used for, among other activities, advertising the brand on a national and local basis, as determined by the brand’s franchisor. The Company’s franchisees make their contributions to a marketing fund which in turn administers and distributes their advertising contributions directly to the franchisor. This advertising fee revenue is recognized as the underlying sales occur. Advertising expenses are recorded as incurred. Revenues and expenses related to these advertising collections and expenditures are reported on a gross basis in the consolidated statements of operations. The assets related to the advertising fund are considered restricted and disclosed as such on the Company’s consolidated balance sheets. Any excess or deficiency of advertising fee revenue compared to advertising expenditures is recognized in the fourth quarter of the Company's fiscal year. Any excess of revenue over expenditures is recognized only to the extent of previously recognized deficits. When advertising revenues exceed the related advertising expenses and there is no recovery of a previously recognized deficit of advertising revenues, advertising costs are accrued up to the amount of revenues. Supply and other revenue Supply and other revenue includes revenue related to product sales, vendor incentive revenue, insurance licensing fees, store leases, software maintenance fees and automotive training services revenue. Supply and other revenue is recognized once title of goods is transferred to franchisees or other independent parties, as the sales of the related products occur, or ratably. Vendor incentive revenue is recognized as sales of the related product occur. Insurance licensing fee revenue is generated when the Company is acting as an agent on behalf of its franchisees and is recognized once title of goods is transferred to franchisees. The insurance license revenue is presented net of any related expense with any residual revenue reflecting the management fee the Company charges for the program. Store lease revenue is recognized ratably over the underlying property lease term. Software maintenance fee revenue is recognized monthly in connection with providing and servicing software. Automotive training services are provided to third party shop owner/operators in accordance with agreed upon contract terms. These contracts may be for one-time shop visits or agreements to receive access to education and training programs for multiple years. For one-time shop visits, revenue is recognized at the time the service is rendered. For the multi-year education and training contracts, revenue is recognized ratably over the contract term. Assets Recognized from the Costs to Obtain a Contract with a Customer: The Company has elected a practical expedient to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. The Company records contract assets for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year and if such costs are material. Commission expenses, a primary cost associated with the sale of franchise licenses, are amortized to selling, general and administrative expenses in the consolidated statements of operations ratably over the life of the associated franchise agreement. Contract Balances five three |
Company-Operated Store Expenses | Company-Operated Store Expenses Company-operated store expenses consist of payroll and benefit costs for employees at company-operated locations, as well as rent, costs associated with procuring materials from suppliers, and other store-level operating costs. The Company receives volume rebates based on a variety of factors which are included in accounts receivable on the accompanying consolidated balance sheet and accounted for as a reduction of company-operated store expenses as they are earned. Sales discounts received from suppliers are recorded as a reduction of the cost of inventory. Advanced rebates are included in accrued expenses and other liabilities on the accompanying consolidated balance sheet and are accounted for as a reduction of company-operated store expenses as they are earned over the term of the supply agreement. In addition, the Company includes subleasing expense associated with the subleasing of store buildings to franchisees within supply and other expenses in the consolidated statements of operations. |
Store Opening Costs | Store Opening Costs Store opening costs consist of employee, facility, and grand opening marketing costs that company-operated stores incur prior to opening. The Company typically incurs store opening costs when opening new company-operated stores and when converting independently branded, acquired company-operated stores to one of its brands. These expenses are charged to expense as incurred. |
Equity-based Compensation | Equity-based CompensationThe Company recognizes expense related to equity-based compensation awards over the service period (generally the vesting period) in the consolidated financial statements based on the estimated fair value of the award on the grant-date. Forfeitures are accounted for as they occur. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value measurements enable the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories. Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity as the ability to access at the measurement date, Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; or Level 3: Inputs are unobservable inputs for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The Company estimates the fair value of financial instruments using available market information and appropriate valuation methodologies. The carrying amount for cash and cash equivalents, restricted cash, accounts receivable, inventory, other current assets, accounts payable and accrued expenses approximate fair value because of their short maturities. The notes receivable carrying value also approximates fair value due to interest rates that approximate market rates for agreements with similar maturities and credit quality. The fair value of long-term debt is estimated based on Level 2 inputs using discounted cash flows and market-based expectations for interest rates, credit risk and contractual terms of the debt agreements. Financial assets and liabilities measured at fair value on a recurring basis as of December 25, 2021 are summarized as follows: (in thousands) Level 1 Significant other observable inputs (Level 2) Total Mutual fund investments held in rabbi trust $ 976 $ — $ 976 Derivative liabilities designated as hedging instruments — 536 536 Total derivative liabilities $ — $ 536 $ 536 Financial assets and liabilities measured at fair value on a recurring basis as of December 26, 2020 are summarized as follows: (in thousands) Level 1 Significant other observable inputs (Level 2) Total Mutual fund investments held in rabbi trust $ 704 $ — $ 704 Derivative assets not designated as hedging instruments $ — $ 227 $ 227 Derivative liabilities designated as hedging instruments $ — 9,561 $ 9,561 Derivative liabilities not designated as hedging instruments — 12,197 12,197 Total derivative liabilities $ — $ 21,758 $ 21,758 The fair value of the Company’s derivative instruments are derived from valuation models, which use observable inputs such as quoted market prices, interest rates and forward yield curves. The carrying value and estimated fair value of total long-term debt were as follows: December 25, 2021 December 26, 2020 (in thousands) Carrying value Estimated fair value Carrying value Estimated fair value Long-term debt $ 2,382,364 $ 2,411,987 $ 2,125,207 $ 2,169,597 |
Derivative Instruments | The fair value of the Company’s derivative instruments are derived from valuation models, which use observable inputs such as quoted market prices, interest rates and forward yield curves. |
Income Tax | Income Taxes The Company accounts for income taxes under the liability method whereby deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which the assets and liabilities are expected to be recovered or settled. The effects on deferred tax assets and liabilities of subsequent changes in the tax laws and rates are recognized in income during the year the changes are enacted. In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. |
Deferred Financing Costs | Deferred Financing Costs The costs related to the issuance of debt are presented in the balance sheet as a direct deduction from the carrying amount of that debt and amortized over the terms of the related debt agreements as interest expense using the effective interest method. |
Insurance Reserves | Insurance Reserves The Company is partially self-insured for employee medical coverage. The Company records a liability for the ultimate settlement of claims incurred as of the balance sheet date based upon estimates provided by the third-party that administers the claims on the Company’s behalf. The Company also reviews historical payment trends and knowledge of specific claims in determining the reasonableness of the reserve. Adjustments to the reserve are made when the facts and circumstances of the underlying claims change. If the actual settlements of the medical claims are greater than the estimated amount, additional expense will be recognized. |
Foreign Currency Translation | Foreign Currency Translation We translate assets and liabilities of non-U.S. operations into U.S. dollars at rates of exchange in effect at the balance sheet date, and revenues and expenses at the average exchange rates prevailing during the period. Resulting translation adjustments are recorded as a separate component of Other Comprehensive Income (Loss). Transactions resulting in foreign exchange gains and losses are included in the Consolidated Statements of Operations. |
Recently Adopted and Recently Issued Accounting Standards | Recently Adopted Accounting Standards In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The Company adopted the ASU in the first quarter of 2021, and the adoption did not have a material impact on our consolidated financial statements. Recently Issued Accounting Standards In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates and, particularly, the risk of cessation of LIBOR, regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. This guidance is effective immediately and the amendments may be applied prospectively through December 31, 2022. The Company is evaluating the impact of adopting this new accounting guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Accounting Policies [Abstract] | |
Property, Plant and Equipment | Estimated useful lives are as follows: Buildings and improvements 20 - 40 years Furniture and fixtures Five to seven years Store equipment Three to 20 years Car wash equipment 20 years Leasehold improvements Five to 20 years Vehicles Five years Computer equipment and software Three years Property and equipment at December 25, 2021 and December 26, 2020 consisted of the following: (in thousands) December 25, December 26, Buildings $ 671,523 $ 350,983 Land 152,841 115,128 Furniture and fixtures 17,855 13,747 Computer equipment and software 31,773 21,278 Shop equipment 304,100 208,148 Leasehold improvements 172,737 155,040 Finance lease right-of-use assets/capital leases 29,766 14,211 Vehicles 3,282 4,188 Construction in progress 133,724 27,425 Total property and equipment 1,517,601 910,148 Less: accumulated depreciation (166,617) (82,756) Total property and equipment, net $ 1,350,984 $ 827,392 |
Fair Value, Assets Measured on Recurring Basis | Financial assets and liabilities measured at fair value on a recurring basis as of December 25, 2021 are summarized as follows: (in thousands) Level 1 Significant other observable inputs (Level 2) Total Mutual fund investments held in rabbi trust $ 976 $ — $ 976 Derivative liabilities designated as hedging instruments — 536 536 Total derivative liabilities $ — $ 536 $ 536 Financial assets and liabilities measured at fair value on a recurring basis as of December 26, 2020 are summarized as follows: (in thousands) Level 1 Significant other observable inputs (Level 2) Total Mutual fund investments held in rabbi trust $ 704 $ — $ 704 Derivative assets not designated as hedging instruments $ — $ 227 $ 227 Derivative liabilities designated as hedging instruments $ — 9,561 $ 9,561 Derivative liabilities not designated as hedging instruments — 12,197 12,197 Total derivative liabilities $ — $ 21,758 $ 21,758 |
Schedule of Carrying Values and Estimated Fair Value of Total Long-Term Debt | The carrying value and estimated fair value of total long-term debt were as follows: December 25, 2021 December 26, 2020 (in thousands) Carrying value Estimated fair value Carrying value Estimated fair value Long-term debt $ 2,382,364 $ 2,411,987 $ 2,125,207 $ 2,169,597 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following tables present changes, net of tax, in each component of accumulated other comprehensive income (loss). (in thousands) Foreign currency translation adjustment Cash flow hedges Defined benefit pension plan Accumulated other comprehensive income (loss) Balance at December 29, 2018 $ (1,100) $ — $ — $ (1,100) Net change for year 4,726 — — 4,726 Balance at December 28, 2019 $ 3,626 $ — $ — $ 3,626 Net change for year 13,208 (87) (219) 12,902 Balance at December 26, 2020 $ 16,834 $ (87) $ (219) $ 16,528 Net change for year (21,017) (671) 132 (21,556) Balance at December 25, 2021 $ (4,183) $ (758) $ (87) $ (5,028) |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Estimated Purchase Price Allocation | The provisional 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 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 (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 provisional 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 The following table presents the final purchase price allocation for the ICWG Acquisition, which was deemed to be a business combination: (in thousands, except shares) August 3, Assets: Cash $ 37,011 Accounts and notes receivable 2,591 Inventory 12,761 Fixed assets 692,486 Operating lease right-of-use assets 479,787 Definite-lived intangibles 5,972 Indefinite-lived intangibles 165,730 Other assets 7,476 Total assets acquired 1,403,814 Liabilities: Accounts payable 13,435 Long-term debt 656,684 Deferred income tax liability 134,130 Operating lease liabilities 476,216 Derivative liabilities 12,714 Other liabilities 82,307 Total liabilities assumed 1,375,486 Net assets acquired 28,328 Non-controlling interest acquired 400 Total consideration paid (39,169,857 common shares) (1) 809,000 Goodwill $ 781,072 (1) Common shares issued as consideration have been adjusted to reflect an implied 88,990-for-one stock split that became effective on January 14, 2021. See Note 1 for additional information. The following table presents the final purchase price allocation for the Fix Auto acquisition, which was deemed to be a business combination: (in thousands) April 20, Assets: Cash $ 2,020 Accounts and notes receivable, net 2,317 Inventory 414 Prepaid and other assets 293 Operating lease right-of-use assets 7,520 Fixed assets 1,023 Definite-lived intangibles 15,200 Assets acquired 28,787 Liabilities: Accounts payable 1,835 Accrued expenses and other liabilities 2,919 Operating lease liability 7,520 Income taxes payable 673 Deferred income tax liability 3,770 Liabilities assumed 16,717 Net assets acquired 12,070 Total consideration 31,460 Goodwill $ 19,390 A summary of total consideration for Fix Auto is as follows: (in thousands) Cash $ 28,517 Fair value of contingent consideration 2,943 Total consideration $ 31,460 The following table presents the final purchase price allocation for the 2020 Car Wash Acquisitions, which were deemed to be business combinations: (in thousands) Assets: Cash $ 41 Land and improvements 18,635 Building 42,570 Equipment 12,125 Deferred tax assets 5,117 Assets acquired 78,488 Liabilities: Deferred revenue 368 Liabilities assumed 368 Net assets acquired 78,120 Total consideration 108,771 Goodwill $ 30,651 |
Schedule of Pro Forma Information | The following table presents financial information regarding the 2021 Cash 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. Pro-forma revenue and pro-forma net income attributable to Driven Brands Holdings Inc. was not provided for the year ended December 28, 2019 as it was impracticable to do so. 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 The following table presents financial information regarding ICWG operations included in our consolidated statements of operations from the date of acquisition through December 26, 2020 under the column “Actual from acquisition date in 2020.” The following table also presents unaudited supplemental pro-forma information as if the acquisition of ICWG had occurred at the beginning of 2019 under the “Pro-forma” columns. The pro-forma information does not necessarily reflect the results of operations that would have occurred had the Company acquired ICWG at the beginning of 2019. Cost savings are also not reflected in the unaudited pro-forma amounts for the year ended December 26, 2020 and December 28, 2019, respectively. Actual from Pro-forma for year ended (in thousands) December 26, 2020 December 28, 2019 Revenue $ 149,679 $ 1,104,486 $ 1,042,048 Net income (loss) attributable to Driven Brands Holdings Inc. $ (8,433) $ 26,352 $ (12,954) |
Accounts and Notes Receivable_2
Accounts and Notes Receivable, net (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Receivables [Abstract] | |
Schedule of Allowance for Accounts Receivable | The changes in the allowance for accounts and notes receivable for the year ended December 25, 2021 and December 26, 2020 were as follows: (in thousands) Balance as of December 28, 2019 $ 16,480 Bad debt expense 7,059 Write-off of uncollectible receivables (4,515) Balance at December 26, 2020 $ 19,024 Bad debt expense, net of recoveries 1,854 Write-off of uncollectible receivables (2,493) Balance at December 25, 2021 $ 18,385 |
Schedule of Allowance for Notes Receivable | The changes in the allowance for accounts and notes receivable for the year ended December 25, 2021 and December 26, 2020 were as follows: (in thousands) Balance as of December 28, 2019 $ 16,480 Bad debt expense 7,059 Write-off of uncollectible receivables (4,515) Balance at December 26, 2020 $ 19,024 Bad debt expense, net of recoveries 1,854 Write-off of uncollectible receivables (2,493) Balance at December 25, 2021 $ 18,385 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Estimated useful lives are as follows: Buildings and improvements 20 - 40 years Furniture and fixtures Five to seven years Store equipment Three to 20 years Car wash equipment 20 years Leasehold improvements Five to 20 years Vehicles Five years Computer equipment and software Three years Property and equipment at December 25, 2021 and December 26, 2020 consisted of the following: (in thousands) December 25, December 26, Buildings $ 671,523 $ 350,983 Land 152,841 115,128 Furniture and fixtures 17,855 13,747 Computer equipment and software 31,773 21,278 Shop equipment 304,100 208,148 Leasehold improvements 172,737 155,040 Finance lease right-of-use assets/capital leases 29,766 14,211 Vehicles 3,282 4,188 Construction in progress 133,724 27,425 Total property and equipment 1,517,601 910,148 Less: accumulated depreciation (166,617) (82,756) Total property and equipment, net $ 1,350,984 $ 827,392 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Changes in the carrying amount of goodwill for the years ended December 25, 2021 and December 26, 2020 are as follows: (in thousands) Maintenance Car Wash Paint, Collision & Glass Platform Services Total Balance at December 28, 2019 $ 443,168 $ — $ 278,049 $ 149,402 $ 870,619 Acquisitions 1,754 812,249 18,841 — 832,844 Purchase price adjustments — — (725) 5,646 4,921 Foreign exchange 37 16,564 1,765 601 18,967 Balance at December 26, 2020 $ 444,959 $ 828,813 $ 297,930 $ 155,649 $ 1,727,351 Acquisitions 14,661 166,988 24,742 — 206,391 Purchase price adjustments (637) 6,642 (44) — 5,961 Foreign exchange 13 (30,188) 624 240 (29,311) Balance at December 25, 2021 $ 458,996 $ 972,255 $ 323,252 $ 155,889 $ 1,910,392 |
Schedule of intangible assets and goodwill | Intangible assets for the years ended December 25, 2021 and December 26, 2020 are as follows: Definite lived Amortizable Indefinite - Lived (in thousands) Franchise Agreements License Agreements Membership Agreements Customer Relationships Developed Technology Trademarks & Other Trademarks Total Balance at December 26, 2020 Gross carrying value $ 218,413 $ 12,036 $ 11,600 $ 59,270 $ 27,245 $ 11,562 $ 566,326 $ 906,452 Accumulated amortization (40,858) (1,731) (1,759) (4,890) (17,843) (10,063) — (77,144) Net carrying value $ 177,555 $ 10,305 $ 9,841 $ 54,380 $ 9,402 $ 1,499 $ 566,326 $ 829,308 Balance at December 25, 2021 Gross carrying value $ 223,625 $ 12,044 $ 11,600 $ 59,585 $ 25,882 $ 17,364 $ 562,784 $ 912,884 Accumulated amortization (49,529) (3,091) (3,270) (8,797) (18,959) (13,055) — (96,701) Net carrying value $ 174,096 $ 8,953 $ 8,330 $ 50,788 $ 6,923 $ 4,309 $ 562,784 $ 816,183 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Our long-term debt obligations consist of the following: (in thousands) December 25, December 26, Series 2018-1 Securitization Senior Notes, Class A-2 $ 264,688 $ 267,438 Series 2019-1 Securitization Senior Notes, Class A-2 291,000 294,000 Series 2019-2 Securitization Senior Notes, Class A-2 268,813 271,563 Series 2019-3 Variable Funding Securitization Senior Notes — — Series 2020-1 Securitization Senior Notes, Class A-2 172,375 174,125 Series 2020-2 Securitization Senior Notes, Class A-2 445,500 450,000 Series 2021-1 Securitization Senior Notes, Class A-2 448,875 — Revolving Credit Facility — — Term Loan Facility 500,000 — Car Wash First Lien Term Loan (1) — 528,858 Car Wash Second Lien Term Loan (1) — 175,000 Car Wash Revolving Credit Facility (1) — 18,000 Other debt (2) 39,082 26,763 Total debt 2,430,333 2,205,747 Less: unamortized discount — (46,030) Less: debt issuance costs (47,969) (34,510) Less: current portion of long-term debt (26,044) (22,988) Total long-term debt, net $ 2,356,320 $ 2,102,219 (1) Car Wash Senior Credit Facilities (2) Amount primarily consists of finance lease obligations. See Note 10 . |
Schedule of Future Repayments | Scheduled debt repayments for the next five fiscal years and thereafter are as follows: (in thousands) 2022 $ 26,044 2023 27,447 2024 27,245 2025 280,557 2026 555,202 Thereafter 1,513,838 Total future repayments $ 2,430,333 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Results | Segment results for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 are as follows: Year ended December 25, 2021 (in thousands) Maintenance Car Wash Paint, Platform Corporate Total Franchise fees and royalties $ 35,932 $ — $ 79,125 $ 29,356 $ — $ 144,413 Company-operated store sales 503,719 277,118 58,280 5,005 (476) 843,646 Independently-operated store sales — 204,246 — — — 204,246 Advertising — — — — 75,599 75,599 Supply and other 37,425 6,071 67,272 127,413 (38,805) 199,376 Total revenue $ 577,076 $ 487,435 $ 204,677 $ 161,774 $ 36,318 $ 1,467,280 Segment Adjusted EBITDA $ 179,073 $ 153,065 $ 82,731 $ 56,954 $ (107,640) $ 364,183 Year ended December 26, 2020 (in thousands) Maintenance Car Wash Paint, Platform Corporate Total Franchise fees and royalties $ 28,466 $ — $ 66,020 $ 23,102 $ (462) $ 117,126 Company-operated store sales 366,194 79,969 37,401 5,955 (252) 489,267 Independently-operated store sales — 67,193 — — — 67,193 Advertising — — — — 59,672 59,672 Supply and other 22,197 2,517 62,072 110,331 (26,175) 170,942 Total revenue $ 416,857 $ 149,679 $ 165,493 $ 139,388 $ 32,783 $ 904,200 Segment Adjusted EBITDA $ 114,764 $ 43,137 $ 66,276 $ 49,408 $ (65,211) $ 208,374 Year ended December 28, 2019 (in thousands) Maintenance Paint, Platform Corporate Total Franchise fees and royalties $ 31,548 $ 57,520 $ 22,102 $ — $ 111,170 Company-operated store sales 311,201 13,259 4,650 — 329,110 Advertising — — — 66,270 66,270 Supply and other 13,433 62,060 34,555 (16,325) 93,723 Total revenue $ 356,182 $ 132,839 $ 61,307 $ 49,945 $ 600,273 Segment Adjusted EBITDA $ 81,732 $ 60,444 $ 26,413 $ (43,623) $ 124,966 The following table shows the Company’s capital expenditures by reportable segment: (in thousands) Maintenance Car Wash Paint, Platform Corporate Total Capital expenditures 2021 $ 49,454 $ 105,057 $ 920 $ 231 $ 5,098 $ 160,760 2020 38,250 9,580 1,504 268 2,857 52,459 2019 25,192 — 333 48 2,657 28,230 |
Reconciliation of Segment Adjusted EBITDA to Income Before Taxes | The reconciliations of income before taxes to Segment Adjusted EBITDA for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 are as follows: Year ended (in thousands) December 25, December 26, December 28, Income before taxes $ 34,892 $ 7,156 $ 12,580 Acquisition related costs (a) 62,386 15,682 12,497 Non-core items and project costs, net (b) 5,656 6,036 6,644 Store opening costs 2,497 2,928 5,721 Sponsor management fees (c) — 5,900 2,496 Straight-line rent adjustment (d) 11,619 7,150 2,172 Equity-based compensation expense (e) 4,301 1,323 1,195 Foreign currency transaction loss (gain) (f) 20,683 (13,563) — Bad debt expense (recovery) (g) (3,183) 3,201 — Asset sale leaseback (gain) loss, impairment and closed store expenses (h) (8,935) 9,311 — Loss on debt extinguishment (i) 45,576 5,490 595 Depreciation and amortization 112,777 62,114 24,220 Interest expense, net 75,914 95,646 56,846 Segment Adjusted EBITDA $ 364,183 $ 208,374 $ 124,966 a. Consists of acquisition costs as reflected within the consolidated statements of operations, including legal, consulting and other fees and expenses incurred in connection with acquisitions completed during the applicable period, as well as inventory rationalization expenses incurred in connection with acquisitions. We expect to incur similar costs in connection with other acquisitions in the future and, under GAAP, such costs relating to acquisitions are expensed as incurred and not capitalized. b. Consists of discrete items and project costs, including (i) third party consulting and professional fees associated with strategic transformation initiatives, (ii) wage subsidies received directly applicable to the COVID-19 pandemic and (iii) other miscellaneous expenses, including non-capitalizable expenses relating to the Company’s initial public offering and other strategic transactions. c. Includes management fees paid to Roark Capital Management, LLC. d. Consists of the non-cash portion of rent expense, which reflects the extent to which our straight-line rent expense recognized under GAAP exceeds or is less than our cash rent payments. e. Represents non-cash equity-based compensation expense. f. Represents foreign currency transaction loss (gain) primarily related to the remeasurement of our intercompany loans, partially offset by remeasurement of cross currency swaps and currency forward contracts. g. Represents bad debt expense (recovery) related to customer that declared bankruptcy due to the COVID-19 pandemic. h. Relates to (gain) loss on sale leasebacks, impairment from the discontinuation in the use of a trade name as well as impairment of certain fixed assets and operating lease right-of-use assets related to closed locations. Also represents lease exit costs and other costs associated with stores that were closed prior to their respective lease termination dates. i. Represents charges incurred related to the Company’s repayment of the Car Wash Senior Credit Facilities in 2021 and a bridge loan which was used to help finance the 2020 acquisitions as well as charges related to the early settlement of the Company’s 2015-1 and 2016-1 securitized notes. The provision for income taxes was computed based on the following amounts of income (loss) before income taxes: Year Ended (in thousands) December 25, 2021 December 26, 2020 December 28, Domestic $ 86,257 $ 996 $ 13,223 Foreign (51,365) 6,160 (643) Income before income taxes $ 34,892 $ 7,156 $ 12,580 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | The following table shows information relating to the geographic regions in which the Company operates: Total revenue for year ended Total long-lived assets (in thousands) December 25, 2021 December 26, 2020 December 28, 2019 December 25, 2021 December 26, 2020 December 28, 2019 United States $ 1,137,226 $ 721,448 $ 552,592 $ 1,843,952 $ 1,147,235 $ 127,090 Canada 122,179 115,559 47,681 24,503 27,616 7,291 Rest of world 207,875 67,193 — 478,154 537,468 — Total $ 1,467,280 $ 904,200 $ 600,273 $ 2,346,609 $ 1,712,319 $ 134,381 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | The following table details our total investment in operating and finance leases where the Company is the lessee: (in thousands) December 25, December 26, Right-of-use assets Finance leases (a) $ 29,766 $ 14,211 Operating leases 995,625 884,927 Total right-of-use assets $ 1,025,391 $ 899,138 Current lease liabilities Finance leases (b) $ 3,101 $ 2,149 Operating leases (c) 57,588 60,095 Total current lease liabilities $ 60,689 $ 62,244 Long-term lease liabilities Finance leases (d) $ 27,957 $ 16,726 Operating leases 931,604 818,001 Total long-term lease liabilities $ 959,561 $ 834,727 (a) Finance lease right-of-use assets are included in property and equipment, net (b) Current finance lease liabilities are included in current portion of long-term debt (c) Current operating lease liabilities are included in accrued expenses and other liabilities long-term debt |
Schedule of Lease Cost and Supplemental Cash Flow Information | The lease cost for operating and finance leases recognized in the consolidated statement of operations were as follows: December 25, 2021 December 26, 2020 (in thousands) Finance lease expense: Amortization of right-of-use assets $ 2,792 $ 1,146 Interest on lease liabilities 1,141 643 Operating lease expense 116,362 71,920 Short-term lease expense 1,935 2,206 Variable lease expense 963 614 Total lease expense, net $ 123,193 $ 76,529 Supplemental cash flow information related to the Company’s lease arrangements were as follows: Year Ended December 25, 2021 December 26, 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 106,519 $ 64,768 Operating cash flows used in finance leases 1,061 583 Financing cash flows used in finance leases 1,286 448 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 200,499 $ 919,036 Finance leases 12,951 16,607 |
Lease, Cost | The lease cost for operating and finance leases recognized in the consolidated statement of operations were as follows: December 25, 2021 December 26, 2020 (in thousands) Finance lease expense: Amortization of right-of-use assets $ 2,792 $ 1,146 Interest on lease liabilities 1,141 643 Operating lease expense 116,362 71,920 Short-term lease expense 1,935 2,206 Variable lease expense 963 614 Total lease expense, net $ 123,193 $ 76,529 Supplemental cash flow information related to the Company’s lease arrangements were as follows: Year Ended December 25, 2021 December 26, 2020 (in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 106,519 $ 64,768 Operating cash flows used in finance leases 1,061 583 Financing cash flows used in finance leases 1,286 448 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 200,499 $ 919,036 Finance leases 12,951 16,607 |
Future Minimum Lease Payments Under Finance Lease | As of December 25, 2021, future minimum lease payments under noncancellable leases were as follows: (in thousands) Finance Operating Income from subleases 2022 $ 4,865 $ 116,490 $ 6,990 2023 4,329 113,226 5,487 2024 3,753 107,650 2,767 2025 3,490 103,087 2,252 2026 3,368 96,840 1,879 Thereafter 23,390 956,921 6,720 Total undiscounted cash flows $ 43,195 $ 1,494,214 $ 26,095 Less: Present value discount 12,137 505,022 Less: Current lease liabilities 3,101 57,588 Long-term lease liabilities $ 27,957 $ 931,604 |
Future Minimum Lease Payments Under Operating Lease | As of December 25, 2021, future minimum lease payments under noncancellable leases were as follows: (in thousands) Finance Operating Income from subleases 2022 $ 4,865 $ 116,490 $ 6,990 2023 4,329 113,226 5,487 2024 3,753 107,650 2,767 2025 3,490 103,087 2,252 2026 3,368 96,840 1,879 Thereafter 23,390 956,921 6,720 Total undiscounted cash flows $ 43,195 $ 1,494,214 $ 26,095 Less: Present value discount 12,137 505,022 Less: Current lease liabilities 3,101 57,588 Long-term lease liabilities $ 27,957 $ 931,604 |
Future Minimum Lease Payments From Subleases | As of December 25, 2021, future minimum lease payments under noncancellable leases were as follows: (in thousands) Finance Operating Income from subleases 2022 $ 4,865 $ 116,490 $ 6,990 2023 4,329 113,226 5,487 2024 3,753 107,650 2,767 2025 3,490 103,087 2,252 2026 3,368 96,840 1,879 Thereafter 23,390 956,921 6,720 Total undiscounted cash flows $ 43,195 $ 1,494,214 $ 26,095 Less: Present value discount 12,137 505,022 Less: Current lease liabilities 3,101 57,588 Long-term lease liabilities $ 27,957 $ 931,604 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | The fair value of our derivative instruments and the associated notional amounts, presented on a pre-tax basis, were as follows: (in thousands) December 25, 2021 Notional Amount Balance Sheet Location Fair Value Derivative liabilities: Derivatives designated as hedging instruments: Cross currency swap $ 87,500 Accrued expenses and other liabilities $ 336 Accrued expenses and other long-term liabilities $ 200 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Segment Adjusted EBITDA to Income Before Taxes | The reconciliations of income before taxes to Segment Adjusted EBITDA for the years ended December 25, 2021, December 26, 2020 and December 28, 2019 are as follows: Year ended (in thousands) December 25, December 26, December 28, Income before taxes $ 34,892 $ 7,156 $ 12,580 Acquisition related costs (a) 62,386 15,682 12,497 Non-core items and project costs, net (b) 5,656 6,036 6,644 Store opening costs 2,497 2,928 5,721 Sponsor management fees (c) — 5,900 2,496 Straight-line rent adjustment (d) 11,619 7,150 2,172 Equity-based compensation expense (e) 4,301 1,323 1,195 Foreign currency transaction loss (gain) (f) 20,683 (13,563) — Bad debt expense (recovery) (g) (3,183) 3,201 — Asset sale leaseback (gain) loss, impairment and closed store expenses (h) (8,935) 9,311 — Loss on debt extinguishment (i) 45,576 5,490 595 Depreciation and amortization 112,777 62,114 24,220 Interest expense, net 75,914 95,646 56,846 Segment Adjusted EBITDA $ 364,183 $ 208,374 $ 124,966 a. Consists of acquisition costs as reflected within the consolidated statements of operations, including legal, consulting and other fees and expenses incurred in connection with acquisitions completed during the applicable period, as well as inventory rationalization expenses incurred in connection with acquisitions. We expect to incur similar costs in connection with other acquisitions in the future and, under GAAP, such costs relating to acquisitions are expensed as incurred and not capitalized. b. Consists of discrete items and project costs, including (i) third party consulting and professional fees associated with strategic transformation initiatives, (ii) wage subsidies received directly applicable to the COVID-19 pandemic and (iii) other miscellaneous expenses, including non-capitalizable expenses relating to the Company’s initial public offering and other strategic transactions. c. Includes management fees paid to Roark Capital Management, LLC. d. Consists of the non-cash portion of rent expense, which reflects the extent to which our straight-line rent expense recognized under GAAP exceeds or is less than our cash rent payments. e. Represents non-cash equity-based compensation expense. f. Represents foreign currency transaction loss (gain) primarily related to the remeasurement of our intercompany loans, partially offset by remeasurement of cross currency swaps and currency forward contracts. g. Represents bad debt expense (recovery) related to customer that declared bankruptcy due to the COVID-19 pandemic. h. Relates to (gain) loss on sale leasebacks, impairment from the discontinuation in the use of a trade name as well as impairment of certain fixed assets and operating lease right-of-use assets related to closed locations. Also represents lease exit costs and other costs associated with stores that were closed prior to their respective lease termination dates. i. Represents charges incurred related to the Company’s repayment of the Car Wash Senior Credit Facilities in 2021 and a bridge loan which was used to help finance the 2020 acquisitions as well as charges related to the early settlement of the Company’s 2015-1 and 2016-1 securitized notes. The provision for income taxes was computed based on the following amounts of income (loss) before income taxes: Year Ended (in thousands) December 25, 2021 December 26, 2020 December 28, Domestic $ 86,257 $ 996 $ 13,223 Foreign (51,365) 6,160 (643) Income before income taxes $ 34,892 $ 7,156 $ 12,580 |
Schedule of Components of Income Tax Expense (Benefit) | The components of our income tax expense (benefit) were as follows: Year Ended (in thousands) December 25, 2021 December 26, 2020 December 28, 2019 Current: Federal $ 6,969 $ (908) $ (537) State 3,990 3,420 1,309 Foreign 3,414 4,924 889 Deferred: Federal 22,324 2,071 7,043 State (787) 2,316 (5,259) Foreign (10,554) (451) 1,385 Total income tax expense $ 25,356 $ 11,372 $ 4,830 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the U.S. federal statutory tax rate and the effective tax rate reflected in the accompanying financial statements is as follows: Year Ended (in thousands) December 25, 2021 December 26, 2020 December 28, 2019 Federal income tax at statutory rate $ 7,327 21.0 % $ 1,503 21.0 % $ 2,642 21.0 % State income taxes, net of federal tax benefits 4,971 14.2 % 1,605 22.4 % 825 6.6 % State deferred tax rate change (2,118) (6.1) % 1,689 23.6 % (1,038) (8.3) % Foreign deferred tax rate change 2,375 6.8 % — — % — — % Foreign tax rate differential (2,135) (6.1) % (869) (12.1) % 85 0.7 % Non-deductible advertising fund loss (32) (0.1) % 486 6.8 % 737 5.9 % Non-deductible transaction costs 10,525 30.2 % 1,006 14.1 % 845 6.7 % Non-deductible stock compensation 598 1.7 % 278 3.9 % — — % Other permanent differences 809 2.3 % (176) (2.5) % 140 1.1 % Deferred tax adjustments (147) (0.4) % 818 11.4 % 241 1.9 % Current tax adjustments (956) (2.7) % (647) (9.0) % 353 2.8 % Reserve for uncertain tax positions (313) (0.9) % 2,232 31.2 % — — % Valuation allowance on deferred tax asset 4,452 12.8 % 3,447 48.2 % — — % Effective tax rate $ 25,356 72.7 % $ 11,372 159.0 % $ 4,830 38.4 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets (liabilities) are comprised of the following: (in thousands) December 25, 2021 December 26, 2020 Deferred tax asset Accrued liabilities $ 11,165 $ 10,497 Accounts receivable allowance 4,590 4,740 Net operating loss carryforwards 31,024 32,141 Lease liabilities 250,401 225,493 Interest expense limitation 24,622 23,776 Deferred revenue 6,447 2,620 Other deferred assets 2,171 2,676 Total deferred tax asset 330,420 301,943 Less valuation allowance (24,371) (21,284) Net deferred tax asset 306,049 280,659 Deferred tax liabilities Goodwill and intangible assets 188,627 195,703 Financing transactions — 7,588 Right-of-use assets 246,726 222,311 Fixed asset basis differences 116,902 98,614 Unrealized foreign exchange differences 2,970 1,217 Other deferred liabilities 6,382 4,269 Total deferred liabilities 561,607 529,702 Net deferred liabilities $ 255,558 $ 249,043 |
Summary of Valuation Allowance | The following table presents the activity included in the deferred tax valuation allowance as follows: (in thousands) December 25, 2021 December 26, 2020 Balance at beginning of period $ 21,284 $ — Valuation allowance acquired from ICWG — 17,828 Additions 4,452 3,456 Translation (1,365) — Balance at end of period $ 24,371 $ 21,284 |
Schedule of Unrecognized Tax Benefits Roll Forward | A reconciliation of the change in the accrual for unrecognized income tax benefits as follows: (in thousands) December 25, 2021 December 26, 2020 Balance at beginning of period $ 2,232 $ — Increases (reductions) for prior year tax positions (313) 2,232 Translation adjustments (10) $ — Balance at end of period 1,909 $ 2,232 |
Equity Agreements and Incenti_2
Equity Agreements and Incentive Equity Plan (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Equity [Abstract] | |
Schedule of Activity | The following is a summary of the Profits Interest - Time Units and Performance Units for the years 2020 and 2019 . Profits Interest - Time Units Weighted Average Grant Date Fair Value, per unit Profits Interest -Performance Units Weighted Average Grant Date Fair Value, per unit Outstanding as of December 29, 2018 13,778 $ 501 24,736 $ 353 Forfeited/Cancelled (197) 1,085 (100) 858 Outstanding as of December 28, 2019 13,581 492 24,636 351 Granted 13,055 696 25,597 693 Forfeited/Cancelled (2,668) 976 (8,387) 894 Repurchases (6,677) 288 — — Outstanding as of December 26, 2020 17,291 $ 652 41,846 $ 554 Unvested Time Awards Weighted Average Grant Date Fair Value, per unit Unvested Performance Awards Weighted Average Grant Date Fair Value, per unit Outstanding as of January 14, 2021 610,477 $ 12.65 4,178,246 $ 15.79 Granted post-IPO — — — — Forfeited/Cancelled (17,304) 21.27 (84,737) 13.55 Vested (164,868) 10.04 — — Outstanding as of December 25, 2021 428,305 $ 13.31 4,093,509 $ 15.84 The following are the restricted stock units and performance stock units granted in conjunction with or after the IPO: Unvested Time Units Weighted Average Grant Date Fair Value, per unit Unvested Performance Units Weighted Average Grant Date Fair Value, per unit Outstanding as of January 14, 2021 (pre-IPO) — $ — — $ — Granted post-IPO 81,160 23.11 144,735 24.52 Forfeited/Cancelled (18,735) 22.18 (37,439) 24.36 Outstanding as of December 25, 2021 62,425 $ 23.38 107,296 $ 24.58 |
Schedule of Valuation Assumptions | The fair value of all time based units granted was estimated using a Black-Scholes option pricing model using the following weighted-average assumptions for each of fiscal 2021, 2020, and 2019: For the Fiscal Year Ended December 25, 2021 December 26, 2020 December 28, 2019 Annual dividend yield — % — % — % Weighted-average expected life (Years) 7.0 1.8 3.0 Risk-free interest rate 1.33 % 0.91 % 2.90 % Expected volatility 40.1 % 46.7 % 40.0 % |
Schedule of Option Activity | The following are the restricted stock units and performance stock units granted in conjunction with or after the IPO: Unvested Time Based Restricted Stock Options Outstanding Weighted Average Exercise Price Unvested Performance Based Restricted Stock Options Outstanding Weighted Average Exercise Price Outstanding as of January 14, 2021 (pre-IPO) — $ — — $ — Granted post-IPO 3,564,770 26.84 3,621,719 22.00 Forfeited/Cancelled (77,294) 22.00 (152,239) 22.00 Vested (298,886) 22.00 — — Outstanding as of December 25, 2021 3,188,590 $ 27.41 3,469,480 $ 22.00 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 25, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Share | The Company calculates basic and diluted earnings per share using the two-class method. The following table sets forth the computation of basic and diluted earnings per share attributable to common shareholders: Fiscal year ended (in thousands, except per share amounts) December 25, 2021 December 26, 2020 December 28, 2019 Basic earnings per share: Net income (loss) attributable to Driven Brands Holdings Inc. $ 9,632 $ (4,199) $ 7,731 Less: Net income attributable to participating securities, basic 207 — — Net income (loss) after participating securities, basic $ 9,425 $ (4,199) $ 7,731 Weighted-average common shares outstanding (a) 160,684 104,318 88,990 Basic earnings per share $ 0.06 $ (0.04) $ 0.09 Diluted earnings per share: Net income (loss) attributable to Driven Brands Holdings Inc. $ 9,632 $ (4,199) $ 7,731 Less: Net income attributable to participating securities, diluted 185 — — Net income (loss) after participating securities, diluted $ 9,447 $ (4,199) $ 7,731 Weighted-average common shares outstanding (a) 160,684 104,318 88,990 Dilutive effect of share-based awards 3,960 — — Weighted-average common shares outstanding, as adjusted (a) 164,644 104,318 88,990 Diluted earnings per share $ 0.06 $ (0.04) $ 0.09 (a) Weighted average common shares for 2020 have been adjusted to reflect an implied 88,990-for-one stock split that became effective on January 14, 2021. See Note 1 for additional information. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were not included in the computation of diluted shares outstanding because the effect would be antidilutive: Fiscal year ended Number of securities (in thousands) December 25, December 26, December 28, Restricted stock units — — — Stock options 2,036 — — Total 2,036 — — |
Description of Business (Detail
Description of Business (Details) $ / shares in Units, $ in Thousands | Sep. 08, 2021shares | Aug. 02, 2021$ / sharesshares | Feb. 10, 2021shares | Jan. 14, 2021USD ($)$ / sharesshares | Feb. 10, 2021USD ($) | Dec. 25, 2021USD ($)franchise_location | Dec. 26, 2020USD ($) | Dec. 28, 2019USD ($) | Jan. 13, 2021shares |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of locations franchised, independently-operated, and company-operated | franchise_location | 4,400 | ||||||||
Number of states in which entity operates | franchise_location | 49 | ||||||||
Number of countries across Europe in which entity operates | franchise_location | 14 | ||||||||
Percentage of locations franchised or independently operated | 0.80 | ||||||||
Repayment of debt | $ | $ 725,000 | ||||||||
Loss on debt extinguishment | $ | $ 46,000 | $ 45,576 | $ 5,490 | $ 595 | |||||
Income tax receivable liability | $ | 156,000 | ||||||||
Income tax receivable liability, current | $ | 24,255 | 0 | |||||||
Income tax receivable liability, noncurrent | $ | $ 131,715 | $ 0 | |||||||
Stock split | 88,990 | ||||||||
Number of authorized shares (in shares) | shares | 1,000,000,000 | 10,000 | |||||||
Number of shares authorized (in shares) | shares | 900,000,000 | ||||||||
Number of shares of preferred stock authorized (in shares) | shares | 100,000,000 | ||||||||
Pre-IPO Stockholders | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Income taxes receivable (percent) | 0.85 | ||||||||
IPO | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock (in shares) | shares | 32,000,000 | ||||||||
Sale of stock (in dollars per share) | $ / shares | $ 22 | ||||||||
Total proceeds received | $ | $ 761,000 | ||||||||
Number of shares purchased from existing shareholders (in shares) | shares | 2,000,000 | ||||||||
Over-Allotment Option | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock (in shares) | shares | 881,393 | 5,000,000 | |||||||
Total proceeds received | $ | $ 43,000 | ||||||||
Secondary Offering | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Sale of stock (in shares) | shares | 12,000,000 | ||||||||
Sale of stock (in dollars per share) | $ / shares | $ 29.50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | Dec. 25, 2021USD ($) | Feb. 28, 2021USD ($)franchise_location | Dec. 26, 2020USD ($) | Dec. 28, 2019USD ($) | Dec. 29, 2018USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Restricted cash | $ 39,000 | $ 35,000 | |||
Cash included in advertising funds, restricted cash and restricted cash equivalents | 38,586 | 19,369 | $ 23,091 | $ 15,137 | |
Restricted cash held-in-trust | 7,000 | ||||
Operating leases | 995,625 | 884,927 | |||
Adjustment to retained earnings | (41,607) | (31,975) | |||
Assets | (5,857,369) | (4,655,150) | |||
Liabilities | (4,212,127) | (3,548,790) | |||
Total carrying value | $ 3,000 | ||||
Employee-related accrued liabilities | $ 65,000 | 42,000 | |||
Minimum | Franchise Fees | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Capitalized contract cost, agreement life | 5 years | ||||
Minimum | Shop Owner Consulting Contract Payments | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Capitalized contract cost, agreement life | 3 years | ||||
Maximum | Franchise Fees | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Capitalized contract cost, agreement life | 20 years | ||||
Maximum | Shop Owner Consulting Contract Payments | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Capitalized contract cost, agreement life | 4 years | ||||
Car Wash Sites | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Number of businesses identified | franchise_location | 1 | ||||
Franchise And Royalty | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Restricted cash | 9,000 | ||||
Accounting Standards Update 2016-13 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Increase in allowance for credit losses | 2,000 | ||||
Adjustment to retained earnings | $ 2,000 | ||||
Accounting Standards Update 2016-02 | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Assets | 1,000 | ||||
Liabilities | 1,000 | ||||
Accounting Standards Update 2016-02 | Cumulative Effect, Period of Adoption, Adjustment | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Operating leases | 324,000 | ||||
Adjustment to retained earnings | 4,000 | ||||
Operating lease liability | $ 330,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 25, 2021 | |
Buildings and improvements | Minimum | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 20 |
Buildings and improvements | Maximum | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 40 |
Furniture and fixtures | Minimum | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | Five |
Furniture and fixtures | Maximum | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | seven |
Store equipment | Minimum | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | Three |
Store equipment | Maximum | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 20 |
Car wash equipment | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 20 years |
Leasehold improvements | Minimum | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | Five |
Leasehold improvements | Maximum | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 20 years |
Vehicles | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | Five years |
Computer equipment and software | |
Property and Equipment [Line Items] | |
Property and equipment, estimated useful lives | Three years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 |
Subsidiary, Sale of Stock [Line Items] | ||
Mutual fund investments held in rabbi trust | $ 976 | $ 704 |
Total derivative liabilities | 536 | 21,758 |
Not Designated as Hedging Instrument | ||
Subsidiary, Sale of Stock [Line Items] | ||
Derivative assets not designated as hedging instruments | 227 | |
Derivative liabilities | 12,197 | |
Designated as Hedging Instrument | ||
Subsidiary, Sale of Stock [Line Items] | ||
Derivative liabilities | 536 | 9,561 |
Fair Value, Inputs, Level 1 | ||
Subsidiary, Sale of Stock [Line Items] | ||
Mutual fund investments held in rabbi trust | 976 | 704 |
Total derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 | Not Designated as Hedging Instrument | ||
Subsidiary, Sale of Stock [Line Items] | ||
Derivative assets not designated as hedging instruments | 0 | |
Derivative liabilities | 0 | |
Fair Value, Inputs, Level 1 | Designated as Hedging Instrument | ||
Subsidiary, Sale of Stock [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Subsidiary, Sale of Stock [Line Items] | ||
Mutual fund investments held in rabbi trust | 0 | 0 |
Total derivative liabilities | 536 | 21,758 |
Fair Value, Inputs, Level 2 | Not Designated as Hedging Instrument | ||
Subsidiary, Sale of Stock [Line Items] | ||
Derivative assets not designated as hedging instruments | 227 | |
Derivative liabilities | 12,197 | |
Fair Value, Inputs, Level 2 | Designated as Hedging Instrument | ||
Subsidiary, Sale of Stock [Line Items] | ||
Derivative liabilities | $ 536 | $ 9,561 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Carrying Values and Estimated Fair Value of Total Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 |
Carrying value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 2,382,364 | $ 2,125,207 |
Estimated fair value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 2,411,987 | $ 2,169,597 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,106,360 | $ 289,878 | $ 437,687 |
Net change for year | (21,556) | 12,902 | 4,726 |
Ending balance | 1,645,242 | 1,106,360 | 289,878 |
Accumulated other comprehensive income (loss) | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 16,528 | 3,626 | (1,100) |
Ending balance | (5,028) | 16,528 | 3,626 |
Foreign currency translation adjustment | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 16,834 | 3,626 | (1,100) |
Net change for year | (21,017) | 13,208 | 4,726 |
Ending balance | (4,183) | 16,834 | 3,626 |
Cash flow hedges | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (87) | 0 | 0 |
Net change for year | (671) | (87) | 0 |
Ending balance | (758) | (87) | 0 |
Defined benefit pension plan | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (219) | 0 | 0 |
Net change for year | 132 | (219) | 0 |
Ending balance | $ (87) | $ (219) | $ 0 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) | Oct. 27, 2021USD ($)car_wash_site | Jul. 14, 2021USD ($)car_wash_site | May 20, 2021USD ($)car_wash_site | Apr. 27, 2021USD ($) | Dec. 26, 2020USD ($) | Aug. 03, 2020USD ($)shares | Apr. 20, 2020USD ($)franchise_location | Mar. 27, 2021USD ($)car_wash_site | Dec. 25, 2021USD ($)maintenance_siteacquisitioncountriessitefranchise_locationcar_wash_sitecollision_sitenumberOfCarWashCenter | Dec. 26, 2020USD ($) | Dec. 28, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||||
Cash consideration, net | $ 800,829,000 | $ 105,031,000 | $ 454,193,000 | ||||||||
Payment of contingent consideration related to acquisitions | 0 | 2,783,000 | 0 | ||||||||
Acquisition costs | 62,386,000 | 15,682,000 | $ 11,595,000 | ||||||||
Consideration received | 144,000,000 | ||||||||||
Net loss on disposal (less than) | (12,000,000) | ||||||||||
Derecognized noncontrolling interest | $ 948,000 | ||||||||||
Number of countries across Europe in which entity operates | franchise_location | 14 | ||||||||||
Goodwill, purchase price adjustment | $ 5,961,000 | 4,921,000 | |||||||||
Series of Individually Immaterial Asset Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of assets acquired | acquisition | 11 | ||||||||||
Number of sites | site | 1 | ||||||||||
Car Wash | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill, purchase price adjustment | $ 6,642,000 | 0 | |||||||||
Maintenance | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill, purchase price adjustment | (637,000) | 0 | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership interest disposed of (as a percent) | 70.00% | ||||||||||
Consideration received | $ 2,000,000 | ||||||||||
Net loss on disposal (less than) | 1,000,000 | ||||||||||
Derecognized noncontrolling interest | $ 1,000,000 | ||||||||||
Minimum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Deferred consideration, payment period | 6 months | ||||||||||
Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Deferred consideration, payment period | 1 year | ||||||||||
2021 Car Wash Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of acquisitions | acquisition | 38 | ||||||||||
Number of car wash sites | car_wash_site | 110 | ||||||||||
Cash consideration, net | $ 732,000,000 | ||||||||||
Total consideration | 732,148,000 | ||||||||||
Consideration liability | 24,000,000 | ||||||||||
Magic Tunnel Car Wash | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of car wash sites | car_wash_site | 16 | ||||||||||
Total consideration | $ 88,000,000 | 88,026,000 | |||||||||
Franks Car Wash Express | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of car wash sites | car_wash_site | 18 | ||||||||||
Total consideration | $ 107,000,000 | 106,558,000 | |||||||||
Racer Classic Car Wash | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of car wash sites | car_wash_site | 10 | ||||||||||
Total consideration | $ 65,000,000 | $ 64,843,000 | |||||||||
2021 Maintenance Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of acquisitions | acquisition | 8 | ||||||||||
Cash consideration, net | $ 37,000,000 | ||||||||||
Total consideration | $ 37,271,000 | ||||||||||
Number of maintenance sites | maintenance_site | 13 | ||||||||||
2021 PC&G Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of acquisitions | acquisition | 2 | ||||||||||
Cash consideration, net | $ 33,000,000 | ||||||||||
Total consideration | $ 32,972,000 | ||||||||||
Number of collision sites | collision_site | 12 | ||||||||||
2021 PC&G Acquisitions | Car Wash | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of acquisitions | acquisition | 2 | ||||||||||
Cash consideration, net | $ 9,000,000 | ||||||||||
2021 PC&G Acquisitions | Maintenance | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of acquisitions | acquisition | 9 | ||||||||||
Cash consideration, net | $ 7,000,000 | ||||||||||
2021 and 2020 Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration liability | 23,000,000 | ||||||||||
Payment of contingent consideration related to acquisitions | 6,000,000 | ||||||||||
2021 Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition costs | $ 3,000,000 | ||||||||||
2020 Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration liability | $ 5,000,000 | 5,000,000 | |||||||||
Other Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total consideration | 108,771,000 | ||||||||||
Shine Holdco UK Limited | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Acquisition costs | $ 3,000,000 | ||||||||||
Common units received (in shares) | shares | 38,300,000 | ||||||||||
Number of independently-operated car wash center | numberOfCarWashCenter | 741 | ||||||||||
Number of company-operated car wash centers | numberOfCarWashCenter | 199 | ||||||||||
Number of countries across Europe in which entity operates | countries | 14 | ||||||||||
Goodwill deductible for income tax purposes | $ 249,000,000 | ||||||||||
Shine Holdco UK Limited | Trademarks | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted-average useful life | 18 months | ||||||||||
Shine Holdco UK Limited | International Cash Wash Group | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common units received (in shares) | shares | 217,980 | ||||||||||
ICWG Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total consideration | $ 809,000,000 | ||||||||||
Goodwill, purchase price adjustment | $ (1,000,000) | ||||||||||
Fix Auto | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash consideration, net | $ 28,517,000 | ||||||||||
Total consideration | $ 29,000,000 | ||||||||||
Acquisition costs | 2,000,000 | ||||||||||
Goodwill deductible for income tax purposes | $ 0 | ||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||||
Cash acquired from acquisition | $ 2,000,000 | ||||||||||
Number of franchised locations acquired | franchise_location | 150 | ||||||||||
Number of company-operated locations acquired | franchise_location | 10 | ||||||||||
Potential earn out payments based on adjusted EBITDA results for 2020 | 10,000,000 | ||||||||||
Potential earn out payments based on adjusted EBITDA results for 2021 | 15,000,000 | ||||||||||
Liability related to the earn out | 1,000,000 | ||||||||||
Fix Auto | Accrued Liabilities and Other Liabilities | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Liability related to the earn out | $ (4,000,000) | 4,000,000 | |||||||||
Fix Auto | Franchise | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted-average useful life | 12 years 6 months | ||||||||||
Fix Auto | License Agreements | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Weighted-average useful life | 7 years | ||||||||||
2020 Cash Wash Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Number of acquisitions | car_wash_site | 17 | ||||||||||
Cash consideration, net | $ 109,000,000 | ||||||||||
Acquisition costs | 2,000,000 | ||||||||||
Goodwill deductible for income tax purposes | $ 16,000,000 | $ 16,000,000 |
Business Acquisitions - Schedul
Business Acquisitions - Schedule of Estimated Purchase Price Allocation (Details) $ in Thousands | Oct. 27, 2021USD ($) | Jul. 14, 2021USD ($) | May 20, 2021USD ($) | Jan. 14, 2021 | Dec. 26, 2020USD ($) | Aug. 03, 2020USD ($)shares | Apr. 20, 2020USD ($) | Dec. 25, 2021USD ($) | Dec. 28, 2019USD ($) |
Assets | |||||||||
Inventory | $ 107 | ||||||||
Liabilities: | |||||||||
Goodwill | $ 1,727,351 | 1,910,392 | $ 870,619 | ||||||
Stock split | 88,990 | ||||||||
2021 Car Wash Acquisitions | |||||||||
Assets | |||||||||
Cash | 247 | ||||||||
Inventory | 311 | ||||||||
Right of use assets | 14,864 | ||||||||
Land and improvements | 76,185 | ||||||||
Building | 398,595 | ||||||||
Equipment | 86,453 | ||||||||
Intangibles, net | 2,050 | ||||||||
Deferred tax assets | 1,690 | ||||||||
Assets held for sale | 996 | ||||||||
Total assets acquired | 581,391 | ||||||||
Liabilities: | |||||||||
Accrued liability | 509 | ||||||||
Lease liability | 14,964 | ||||||||
Deferred tax liabilities | 758 | ||||||||
Total liabilities assumed | 16,231 | ||||||||
Net assets acquired | 565,160 | ||||||||
Total consideration | 732,148 | ||||||||
Goodwill | 166,988 | ||||||||
Magic Tunnel Car Wash | |||||||||
Assets | |||||||||
Cash | 26 | ||||||||
Inventory | 0 | ||||||||
Right of use assets | 0 | ||||||||
Land and improvements | 13,020 | ||||||||
Building | 48,380 | ||||||||
Equipment | 13,800 | ||||||||
Intangibles, net | 700 | ||||||||
Deferred tax assets | 0 | ||||||||
Assets held for sale | 0 | ||||||||
Total assets acquired | 75,926 | ||||||||
Liabilities: | |||||||||
Accrued liability | 0 | ||||||||
Lease liability | 0 | ||||||||
Deferred tax liabilities | 0 | ||||||||
Total liabilities assumed | 0 | ||||||||
Net assets acquired | 75,926 | ||||||||
Total consideration | $ 88,000 | 88,026 | |||||||
Goodwill | 12,100 | ||||||||
Franks Car Wash Express | |||||||||
Assets | |||||||||
Cash | 38 | ||||||||
Inventory | 0 | ||||||||
Right of use assets | 0 | ||||||||
Land and improvements | 10,790 | ||||||||
Building | 48,570 | ||||||||
Equipment | 7,377 | ||||||||
Intangibles, net | 800 | ||||||||
Deferred tax assets | 94 | ||||||||
Assets held for sale | 0 | ||||||||
Total assets acquired | 67,669 | ||||||||
Liabilities: | |||||||||
Accrued liability | 50 | ||||||||
Lease liability | 0 | ||||||||
Deferred tax liabilities | 0 | ||||||||
Total liabilities assumed | 50 | ||||||||
Net assets acquired | 67,619 | ||||||||
Total consideration | $ 107,000 | 106,558 | |||||||
Goodwill | 38,939 | ||||||||
Racer Classic Car Wash | |||||||||
Assets | |||||||||
Cash | 18 | ||||||||
Inventory | 311 | ||||||||
Right of use assets | 2,587 | ||||||||
Land and improvements | 6,920 | ||||||||
Building | 31,490 | ||||||||
Equipment | 5,698 | ||||||||
Intangibles, net | 550 | ||||||||
Deferred tax assets | 0 | ||||||||
Assets held for sale | 0 | ||||||||
Total assets acquired | 47,574 | ||||||||
Liabilities: | |||||||||
Accrued liability | 155 | ||||||||
Lease liability | 2,687 | ||||||||
Deferred tax liabilities | 758 | ||||||||
Total liabilities assumed | 3,600 | ||||||||
Net assets acquired | 43,974 | ||||||||
Total consideration | $ 65,000 | 64,843 | |||||||
Goodwill | 20,869 | ||||||||
All Other | |||||||||
Assets | |||||||||
Cash | 165 | ||||||||
Inventory | 0 | ||||||||
Right of use assets | 12,277 | ||||||||
Land and improvements | 45,455 | ||||||||
Building | 270,155 | ||||||||
Equipment | 59,578 | ||||||||
Intangibles, net | 0 | ||||||||
Deferred tax assets | 1,596 | ||||||||
Assets held for sale | 996 | ||||||||
Total assets acquired | 390,222 | ||||||||
Liabilities: | |||||||||
Accrued liability | 304 | ||||||||
Lease liability | 12,277 | ||||||||
Deferred tax liabilities | 0 | ||||||||
Total liabilities assumed | 12,581 | ||||||||
Net assets acquired | 377,641 | ||||||||
Total consideration | 472,721 | ||||||||
Goodwill | 95,080 | ||||||||
2021 Maintenance Acquisitions | |||||||||
Assets | |||||||||
Cash | 2 | ||||||||
Inventory | 200 | ||||||||
Land and improvements | 4,425 | ||||||||
Building | 13,220 | ||||||||
Equipment | 1,450 | ||||||||
Deferred tax assets | 90 | ||||||||
Assets held for sale | 3,275 | ||||||||
Total assets acquired | 22,662 | ||||||||
Liabilities: | |||||||||
Prepaid liability | 52 | ||||||||
Total liabilities assumed | 52 | ||||||||
Net assets acquired | 22,610 | ||||||||
Total consideration | 37,271 | ||||||||
Goodwill | 14,661 | ||||||||
2021 PC&G Acquisitions | |||||||||
Assets | |||||||||
Right of use assets | 7,672 | ||||||||
Equipment | 1,512 | ||||||||
Intangibles, net | 6,707 | ||||||||
Total assets acquired | 15,998 | ||||||||
Liabilities: | |||||||||
Accrued liability | 5 | ||||||||
Lease liability | 7,664 | ||||||||
Off-market lease component | 99 | ||||||||
Total liabilities assumed | 7,768 | ||||||||
Net assets acquired | 8,230 | ||||||||
Total consideration | 32,972 | ||||||||
Goodwill | $ 24,742 | ||||||||
ICWG Acquisition | |||||||||
Assets | |||||||||
Cash | $ 37,011 | ||||||||
Accounts and notes receivable | 2,591 | ||||||||
Inventory | 12,761 | ||||||||
Right of use assets | 479,787 | ||||||||
Definite-lived intangibles | 5,972 | ||||||||
Indefinite-lived intangibles | 165,730 | ||||||||
Fixed assets | 692,486 | ||||||||
Other assets | 7,476 | ||||||||
Total assets acquired | 1,403,814 | ||||||||
Liabilities: | |||||||||
Accounts payable | 13,435 | ||||||||
Deferred tax liabilities | 134,130 | ||||||||
Long-term debt | 656,684 | ||||||||
Operating lease liabilities | 476,216 | ||||||||
Derivative liabilities | 12,714 | ||||||||
Other liabilities | 82,307 | ||||||||
Total liabilities assumed | 1,375,486 | ||||||||
Net assets acquired | 28,328 | ||||||||
Total consideration | 809,000 | ||||||||
Non-controlling interest acquired | 400 | ||||||||
Goodwill | $ 781,072 | ||||||||
Common shares, (in shares) | shares | 39,169,857 | ||||||||
Fix Auto | |||||||||
Assets | |||||||||
Cash | $ 2,020 | ||||||||
Accounts and notes receivable | 2,317 | ||||||||
Inventory | 414 | ||||||||
Prepaid and other assets | 293 | ||||||||
Right of use assets | 7,520 | ||||||||
Definite-lived intangibles | 15,200 | ||||||||
Fixed assets | 1,023 | ||||||||
Total assets acquired | 28,787 | ||||||||
Liabilities: | |||||||||
Accounts payable | 1,835 | ||||||||
Accrued liability | 2,919 | ||||||||
Deferred tax liabilities | 3,770 | ||||||||
Operating lease liabilities | 7,520 | ||||||||
Income taxes payable | 673 | ||||||||
Total liabilities assumed | 16,717 | ||||||||
Net assets acquired | 12,070 | ||||||||
Total consideration | 31,460 | ||||||||
Total consideration | 29,000 | ||||||||
Goodwill | $ 19,390 | ||||||||
Other Acquisitions | |||||||||
Assets | |||||||||
Cash | 41 | ||||||||
Land and improvements | 18,635 | ||||||||
Building | 42,570 | ||||||||
Equipment | 12,125 | ||||||||
Deferred tax assets | 5,117 | ||||||||
Total assets acquired | 78,488 | ||||||||
Liabilities: | |||||||||
Deferred revenue | 368 | ||||||||
Total liabilities assumed | 368 | ||||||||
Net assets acquired | 78,120 | ||||||||
Total consideration | 108,771 | ||||||||
Goodwill | $ 30,651 |
Business Acquisitions - Sched_2
Business Acquisitions - Schedule of Pro Forma Revenue (Details) - USD ($) $ in Thousands | 5 Months Ended | 12 Months Ended | ||
Dec. 26, 2020 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
2021 Car Wash Acquisitions | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenue | $ 48,648 | |||
Net income (loss) attributable to Driven Brands Holdings Inc. | 11,693 | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenue | 1,613,479 | $ 1,026,012 | ||
Net income attributable to Driven Brands Holdings Inc. | $ 47,272 | 20,558 | ||
ICWG Acquisition | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Revenue | $ 149,679 | |||
Net income (loss) attributable to Driven Brands Holdings Inc. | $ (8,433) | |||
Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenue | 1,104,486 | $ 1,042,048 | ||
Net income attributable to Driven Brands Holdings Inc. | $ 26,352 | $ (12,954) |
Business Acquisitions - Sched_3
Business Acquisitions - Schedule of Consideration (Details) - USD ($) $ in Thousands | Apr. 20, 2020 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 |
Business Acquisition [Line Items] | ||||
Total consideration | $ 800,829 | $ 105,031 | $ 454,193 | |
Fix Auto | ||||
Business Acquisition [Line Items] | ||||
Total consideration | $ 28,517 | |||
Fair value of contingent consideration | 2,943 | |||
Total consideration | $ 31,460 |
Accounts and Notes Receivable_3
Accounts and Notes Receivable, net - Narrative (Details) - USD ($) $ in Millions | Dec. 25, 2021 | Dec. 26, 2020 |
Receivables [Abstract] | ||
Gross current accounts and notes receivable | $ 134 | $ 101 |
Current credit losses | 16 | 16 |
Gross non-current notes receivable | 6 | 6 |
Non-current allowance for credit losses | $ 2 | $ 3 |
Accounts and Notes Receivable_4
Accounts and Notes Receivable, net - Schedule of Allowance for Accounts and Notes Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance as of beginning of period | $ 19,024 | $ 16,480 |
Bad debt expense | 1,854 | 7,059 |
Write-off of uncollectible receivables | (2,493) | (4,515) |
Balance as of end of period | $ 18,385 | $ 19,024 |
Property and Equipment - Compon
Property and Equipment - Components (Details) - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 |
Property and Equipment [Line Items] | ||
Total property and equipment | $ 1,517,601 | $ 910,148 |
Less: accumulated depreciation | (166,617) | (82,756) |
Property and equipment, net | 1,350,984 | 827,392 |
Buildings | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 671,523 | 350,983 |
Land | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 152,841 | 115,128 |
Furniture and fixtures | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 17,855 | 13,747 |
Computer equipment and software | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 31,773 | 21,278 |
Shop equipment | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 304,100 | 208,148 |
Leasehold improvements | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 172,737 | 155,040 |
Finance lease right-of-use assets/capital leases | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 29,766 | 14,211 |
Vehicles | ||
Property and Equipment [Line Items] | ||
Total property and equipment | 3,282 | 4,188 |
Construction in progress | ||
Property and Equipment [Line Items] | ||
Total property and equipment | $ 133,724 | $ 27,425 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 91 | $ 44 | $ 13 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill Carrying Amount (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Goodwill [Line Items] | ||
Goodwill, beginning balance | $ 1,727,351 | $ 870,619 |
Acquisitions | 206,391 | 832,844 |
Purchase price adjustments | 5,961 | 4,921 |
Foreign exchange | (29,311) | 18,967 |
Goodwill, ending balance | 1,910,392 | 1,727,351 |
Maintenance | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 444,959 | 443,168 |
Acquisitions | 14,661 | 1,754 |
Purchase price adjustments | (637) | 0 |
Foreign exchange | 13 | 37 |
Goodwill, ending balance | 458,996 | 444,959 |
Car Wash | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 828,813 | 0 |
Acquisitions | 166,988 | 812,249 |
Purchase price adjustments | 6,642 | 0 |
Foreign exchange | (30,188) | 16,564 |
Goodwill, ending balance | 972,255 | 828,813 |
Paint, Collision & Glass | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 297,930 | 278,049 |
Acquisitions | 24,742 | 18,841 |
Purchase price adjustments | (44) | (725) |
Foreign exchange | 624 | 1,765 |
Goodwill, ending balance | 323,252 | 297,930 |
Platform Services | ||
Goodwill [Line Items] | ||
Goodwill, beginning balance | 155,649 | 149,402 |
Acquisitions | 0 | 0 |
Purchase price adjustments | 0 | 5,646 |
Foreign exchange | 240 | 601 |
Goodwill, ending balance | $ 155,889 | $ 155,649 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Indefinite-Lived Trademarks | $ 562,784 | $ 566,326 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable, Accumulated amortization | (96,701) | (77,144) |
Total, Gross carrying value | 912,884 | 906,452 |
Total, Net carrying value | 816,183 | 829,308 |
Franchise Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable, Gross carrying value | 223,625 | 218,413 |
Amortizable, Accumulated amortization | (49,529) | (40,858) |
Amortizable, Net carrying value | 174,096 | 177,555 |
License Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable, Gross carrying value | 12,044 | 12,036 |
Amortizable, Accumulated amortization | (3,091) | (1,731) |
Amortizable, Net carrying value | 8,953 | 10,305 |
Membership Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable, Gross carrying value | 11,600 | 11,600 |
Amortizable, Accumulated amortization | (3,270) | (1,759) |
Amortizable, Net carrying value | 8,330 | 9,841 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable, Gross carrying value | 59,585 | 59,270 |
Amortizable, Accumulated amortization | (8,797) | (4,890) |
Amortizable, Net carrying value | 50,788 | 54,380 |
Developed Technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable, Gross carrying value | 25,882 | 27,245 |
Amortizable, Accumulated amortization | (18,959) | (17,843) |
Amortizable, Net carrying value | 6,923 | 9,402 |
Trademarks & Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortizable, Gross carrying value | 17,364 | 11,562 |
Amortizable, Accumulated amortization | (13,055) | (10,063) |
Amortizable, Net carrying value | $ 4,309 | $ 1,499 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | $ 562,784 | $ 566,326 | |
Amortization of intangible assets | 19,000 | 18,000 | $ 11,000 |
Amortization expense, 2022 | 22,000 | ||
Amortization expense, 2023 | 20,000 | ||
Amortization expense, 2024 | 18,000 | ||
Amortization expense, 2025 | 17,000 | ||
Amortization expense, 2026 | 16,000 | ||
Amortization expense, thereafter | 160,000 | ||
Trade names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | $ 170,000 | ||
Trademarks | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets, indefinite-lived | $ 3,000 | ||
Franchise Agreements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 14 years | ||
Franchise Agreements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 30 years | ||
License Agreements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 7 years | ||
License Agreements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 19 years | ||
Membership Agreements | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 7 years | ||
Membership Agreements | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 9 years | ||
Customer Relationships | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 14 years | ||
Customer Relationships | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 16 years | ||
Developed Technology | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 3 years | ||
Developed Technology | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset, useful life | 8 years |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Capitalized costs to obtain a contract | $ 11 | $ 9 |
Contract liabilities | 27 | $ 21 |
Revenue recognized | $ 3 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 |
Debt Instrument [Line Items] | ||
Total long-term debt, net | $ 2,430,333 | $ 2,205,747 |
Less: unamortized discount | 0 | 46,030 |
Less: debt issuance costs | (47,969) | (34,510) |
Less: current portion of long-term debt | (26,044) | (22,988) |
Total long-term debt, net | 2,356,320 | 2,102,219 |
Senior notes | Series 2018-1 Securitization Senior Notes, Class A-2 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 264,688 | 267,438 |
Senior notes | Series 2019-1 Securitization Senior Notes, Class A-2 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 291,000 | 294,000 |
Senior notes | Series 2019-2 Securitization Senior Notes, Class A-2 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 268,813 | 271,563 |
Senior notes | Series 2019-3 Variable Funding Securitization Senior Notes | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 0 | 0 |
Senior notes | Series 2020-1 Securitization Senior Notes, Class A-2 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 172,375 | 174,125 |
Senior notes | Series 2020-2 Securitization Senior Notes, Class A-2 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 445,500 | 450,000 |
Senior notes | Series 2021-1 Securitization Senior Notes, Class A-2 | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 448,875 | 0 |
Term loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 500,000 | 0 |
Term loan | Car Wash First Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 0 | 528,858 |
Term loan | Car Wash Second Lien Term Loan | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 0 | 175,000 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 0 | 0 |
Line of Credit | Car Wash Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | 0 | 18,000 |
Other debt | ||
Debt Instrument [Line Items] | ||
Total long-term debt, net | $ 39,082 | $ 26,763 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) $ in Millions | Dec. 17, 2021USD ($) | May 27, 2021USD ($) | Dec. 14, 2020USD ($) | Apr. 24, 2020USD ($) | Dec. 11, 2019USD ($)extension_option | Dec. 26, 2020USD ($) | Dec. 25, 2021USD ($) | Sep. 29, 2021USD ($) | Jul. 06, 2020USD ($) | Sep. 16, 2019USD ($) | Mar. 19, 2019USD ($) | Apr. 24, 2018USD ($) | May 20, 2016USD ($) | Jul. 31, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Capitalized debt issuance costs | $ 1 | |||||||||||||
2020-1 Securitization Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issued | $ 175 | |||||||||||||
Capitalized debt issuance costs | $ 11 | |||||||||||||
2020-2 Securitization Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issued | $ 450 | |||||||||||||
Capitalized debt issuance costs | 8 | |||||||||||||
2021-01 Securitization Senior Notes, Class A-2 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issued | $ 450 | |||||||||||||
Interest rate (as a percent) | 2.791% | |||||||||||||
Bridge Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issued | $ 40 | |||||||||||||
Capitalized debt issuance costs | 1 | |||||||||||||
Write off of debt issuance cost | $ 1 | |||||||||||||
Revolving Credit Facility | Series 2019-3 Variable Funding Senior Notes, Class A-1 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 115 | |||||||||||||
Number of extension options | extension_option | 3 | |||||||||||||
Extension period | 1 year | |||||||||||||
Outstanding debt | $ 0 | $ 0 | ||||||||||||
Outstanding letters of credit | 18 | |||||||||||||
Revolving Credit Facility | Driven Holdings Revolving Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 300 | |||||||||||||
Revolving Credit Facility | Car Wash First Lien Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Outstanding debt | 18 | |||||||||||||
Debt assumed from acquisition | $ 75 | |||||||||||||
Effective interest rate (as a percent) | 3.65% | |||||||||||||
Senior notes | 5.216% Fixed Rate Securitization Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issued | $ 410 | |||||||||||||
Interest rate (as a percent) | 5.216% | |||||||||||||
Capitalized debt issuance costs | $ 9 | |||||||||||||
Write off of debt issuance cost | 2 | |||||||||||||
Senior notes | 6.125% Fixed Rate Securitization Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issued | $ 45 | |||||||||||||
Interest rate (as a percent) | 6.125% | |||||||||||||
Capitalized debt issuance costs | $ 2 | |||||||||||||
Write off of debt issuance cost | $ 1 | |||||||||||||
Senior notes | 4.739% Fixed Rate Senior Secured Notes, Class A-2 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issued | $ 275 | |||||||||||||
Interest rate (as a percent) | 4.739% | |||||||||||||
Capitalized debt issuance costs | $ 7 | |||||||||||||
Senior notes | 4.641% Fixed Rate Senior Secured Notes, Class A-2 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issued | $ 300 | |||||||||||||
Interest rate (as a percent) | 4.641% | |||||||||||||
Capitalized debt issuance costs | $ 6 | |||||||||||||
Senior notes | Series 2019-2 3.981% Fixed Rate Senior Secured Notes, Class A-2 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issued | $ 275 | |||||||||||||
Interest rate (as a percent) | 3.981% | |||||||||||||
Capitalized debt issuance costs | $ 6 | |||||||||||||
Senior notes | 2020-1 Securitization Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate (as a percent) | 3.786% | |||||||||||||
Senior notes | 2020-2 Securitization Senior Notes | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate (as a percent) | 3.237% | |||||||||||||
Senior notes | 2021-01 Securitization Senior Notes, Class A-2 | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Capitalized debt issuance costs | $ 10 | |||||||||||||
Line of Credit | Revolving Credit Facility | Driven Holdings Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Margin rate (as a percent) | 1.50% | |||||||||||||
Maximum margin rate (as a percent) | 1.75% | |||||||||||||
Term loan | Incremental Assumption And Amendment Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt issued | $ 500 | |||||||||||||
Capitalized debt issuance costs | $ 9 | |||||||||||||
Interest rate floor (as a percent) | 0.50% | |||||||||||||
Periodic payment, percent of original principal | 0.25% | |||||||||||||
Term loan | Incremental Assumption And Amendment Agreement | London Interbank Offered Rate (LIBOR) | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Margin rate (as a percent) | 3.00% | |||||||||||||
Term loan | Incremental Assumption And Amendment Agreement | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Margin rate (as a percent) | 0.50% | |||||||||||||
Term loan | Incremental Assumption And Amendment Agreement | One Month LIBOR | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Margin rate (as a percent) | 1.00% | |||||||||||||
Term loan | Incremental Assumption And Amendment Agreement | Additional Applicable Margin | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Margin rate (as a percent) | 2.00% | |||||||||||||
Term loan | Car Wash Second Lien Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt assumed from acquisition | $ 175 | |||||||||||||
Interest, base rate (as a percent) | 7.50% | |||||||||||||
Effective interest rate (as a percent) | 8.50% | |||||||||||||
Unamortized discount | $ 17 | |||||||||||||
Term loan | Car Wash First Lien Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Periodic payment, percent of original principal | 0.25% | |||||||||||||
Debt assumed from acquisition | $ 532 | |||||||||||||
Interest, base rate (as a percent) | 3.25% | |||||||||||||
Effective interest rate (as a percent) | 4.25% | |||||||||||||
Unamortized discount | $ 29 |
Long-Term Debt - Schedule of Fu
Long-Term Debt - Schedule of Future Repayments (Details) - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 |
Debt Disclosure [Abstract] | ||
2022 | $ 26,044 | |
2023 | 27,447 | |
2024 | 27,245 | |
2025 | 280,557 | |
2026 | 555,202 | |
Thereafter | 1,513,838 | |
Total long-term debt, net | $ 2,430,333 | $ 2,205,747 |
Segment Information - Schedule
Segment Information - Schedule of Segment Results (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 1,467,280 | $ 904,200 | $ 600,273 |
Segment adjusted EBITDA | 364,183 | 208,374 | 124,966 |
Franchise And Royalty | |||
Segment Reporting Information [Line Items] | |||
Revenue | 144,413 | 117,126 | 111,170 |
Company-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 843,646 | 489,267 | 329,110 |
Independently-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 204,246 | 67,193 | 0 |
Advertising | |||
Segment Reporting Information [Line Items] | |||
Revenue | 75,599 | 59,672 | 66,270 |
Supply And Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 199,376 | 170,942 | 93,723 |
Operating Segments | Maintenance | |||
Segment Reporting Information [Line Items] | |||
Revenue | 577,076 | 416,857 | 356,182 |
Segment adjusted EBITDA | 179,073 | 114,764 | 81,732 |
Operating Segments | Maintenance | Franchise And Royalty | |||
Segment Reporting Information [Line Items] | |||
Revenue | 35,932 | 28,466 | 31,548 |
Operating Segments | Maintenance | Company-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 503,719 | 366,194 | 311,201 |
Operating Segments | Maintenance | Independently-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Operating Segments | Maintenance | Advertising | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Operating Segments | Maintenance | Supply And Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 37,425 | 22,197 | 13,433 |
Operating Segments | Car Wash | |||
Segment Reporting Information [Line Items] | |||
Revenue | 487,435 | 149,679 | |
Segment adjusted EBITDA | 153,065 | 43,137 | |
Operating Segments | Car Wash | Franchise And Royalty | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Operating Segments | Car Wash | Company-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 277,118 | 79,969 | |
Operating Segments | Car Wash | Independently-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 204,246 | 67,193 | |
Operating Segments | Car Wash | Advertising | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Operating Segments | Car Wash | Supply And Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 6,071 | 2,517 | |
Operating Segments | Paint, Collision & Glass | |||
Segment Reporting Information [Line Items] | |||
Revenue | 204,677 | 165,493 | 132,839 |
Segment adjusted EBITDA | 82,731 | 66,276 | 60,444 |
Operating Segments | Paint, Collision & Glass | Franchise And Royalty | |||
Segment Reporting Information [Line Items] | |||
Revenue | 79,125 | 66,020 | 57,520 |
Operating Segments | Paint, Collision & Glass | Company-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 58,280 | 37,401 | 13,259 |
Operating Segments | Paint, Collision & Glass | Independently-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Operating Segments | Paint, Collision & Glass | Advertising | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Operating Segments | Paint, Collision & Glass | Supply And Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 67,272 | 62,072 | 62,060 |
Operating Segments | Platform Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 161,774 | 139,388 | 61,307 |
Segment adjusted EBITDA | 56,954 | 49,408 | 26,413 |
Operating Segments | Platform Services | Franchise And Royalty | |||
Segment Reporting Information [Line Items] | |||
Revenue | 29,356 | 23,102 | 22,102 |
Operating Segments | Platform Services | Company-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 5,005 | 5,955 | 4,650 |
Operating Segments | Platform Services | Independently-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Operating Segments | Platform Services | Advertising | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Operating Segments | Platform Services | Supply And Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 127,413 | 110,331 | 34,555 |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | 36,318 | 32,783 | 49,945 |
Segment adjusted EBITDA | (107,640) | (65,211) | (43,623) |
Corporate and Other | Franchise And Royalty | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | (462) | 0 |
Corporate and Other | Company-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | (476) | (252) | 0 |
Corporate and Other | Independently-Operated Store | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | |
Corporate and Other | Advertising | |||
Segment Reporting Information [Line Items] | |||
Revenue | 75,599 | 59,672 | 66,270 |
Corporate and Other | Supply And Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ (38,805) | $ (26,175) | $ (16,325) |
Segment Information - Reconcili
Segment Information - Reconciliation of Segment Adjusted EBITDA to Income Before Taxes (Details) - USD ($) $ in Thousands | Jan. 14, 2021 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 |
Segment Reporting Information [Line Items] | ||||
Income before taxes | $ 34,892 | $ 7,156 | $ 12,580 | |
Acquisition related costs | 62,386 | 15,682 | 11,595 | |
Store opening costs | 2,497 | 2,928 | 5,721 | |
Equity-based compensation expense | 4,301 | 1,195 | ||
Bad debt expense | 1,854 | 7,059 | 1,685 | |
Loss on debt extinguishment | $ 46,000 | 45,576 | 5,490 | 595 |
Depreciation and amortization | 112,777 | 62,114 | 24,220 | |
Interest expense, net | 75,914 | 95,646 | 56,846 | |
Segment Adjusted EBITDA | 364,183 | 208,374 | 124,966 | |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Acquisition related costs | 62,386 | 15,682 | 12,497 | |
Non-core items and project costs, net | 5,656 | 6,036 | 6,644 | |
Store opening costs | 2,497 | 2,928 | 5,721 | |
Sponsor management fees | 0 | 5,900 | 2,496 | |
Straight-line rent adjustments | 11,619 | 7,150 | 2,172 | |
Equity-based compensation expense | 1,323 | |||
Foreign currency transaction loss (gain) | 20,683 | (13,563) | 0 | |
Bad debt expense | (3,183) | 3,201 | 0 | |
Asset impairment and closed store expenses | (8,935) | 9,311 | 0 | |
Loss on debt extinguishment | $ 45,576 | $ 5,490 | $ 595 |
Segment Information - Informati
Segment Information - Information Relating to Geographic Regions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 1,467,280 | $ 904,200 | $ 600,273 |
Long-lived assets | 2,346,609 | 1,712,319 | 134,381 |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenues | 1,137,226 | 721,448 | 552,592 |
Long-lived assets | 1,843,952 | 1,147,235 | 127,090 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Revenues | 122,179 | 115,559 | 47,681 |
Long-lived assets | 24,503 | 27,616 | 7,291 |
Rest of world | |||
Segment Reporting Information [Line Items] | |||
Revenues | 207,875 | 67,193 | 0 |
Long-lived assets | $ 478,154 | $ 537,468 | $ 0 |
Segment Reporting - Capital Exp
Segment Reporting - Capital Expenditures by Reportable Segments (Details) | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Segment Reporting Information [Line Items] | |||
Segment reporting, additional information about entity's reportable segments | 160,760 | 52,459 | 28,230 |
Maintenance | |||
Segment Reporting Information [Line Items] | |||
Segment reporting, additional information about entity's reportable segments | 49,454 | 38,250 | 25,192 |
Car Wash | |||
Segment Reporting Information [Line Items] | |||
Segment reporting, additional information about entity's reportable segments | 105,057 | 9,580 | — |
Paint, Collision & Glass | |||
Segment Reporting Information [Line Items] | |||
Segment reporting, additional information about entity's reportable segments | 920 | 1,504 | 333 |
Platform Services | |||
Segment Reporting Information [Line Items] | |||
Segment reporting, additional information about entity's reportable segments | 231 | 268 | 48 |
Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Segment reporting, additional information about entity's reportable segments | 5,098 | 2,857 | 2,657 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 12 Months Ended | ||||||
Dec. 25, 2021USD ($) | Dec. 26, 2020USD ($) | Dec. 28, 2019USD ($) | Dec. 25, 2021USD ($) | Dec. 25, 2021wash_center | Dec. 25, 2021maintenance_site | Dec. 25, 2021 | |
Lessee, Lease, Description [Line Items] | |||||||
Impairment loss | $ 3,000 | ||||||
Sublease revenue | $ 7,000 | 7,000 | $ 8,000 | ||||
Deferred rent | 2,000 | ||||||
Number cash wash properties sold | 38 | 5 | |||||
Consideration received | $ 144,000 | ||||||
Net gain on sale | $ 12,000 | ||||||
Operating lease right-of-use assets | $ 884,927 | 995,625 | |||||
Finance lease, weighted average remaining lease term | 11 years 8 months 12 days | 11 years 3 months 18 days | |||||
Operating lease, weighted average remaining lease term | 15 years | 15 years | |||||
Finance lease, weighted average discount rate, percent | 5.78% | 5.06% | |||||
Operating lease, weighted average discount rate, percent | 4.81% | 4.78% | |||||
March 2021 Operating Lease Agreements | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Renewal term | 20 years | ||||||
Minimum | March 2021 Operating Lease Agreements | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 15 years | ||||||
Operating lease right-of-use assets | 125,000 | ||||||
Operating lease liability | $ 124,000 | ||||||
Maximum | March 2021 Operating Lease Agreements | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 20 years | ||||||
Land and Building | Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 5 years | ||||||
Renewal term | 1 year | ||||||
Land and Building | Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 40 years | ||||||
Renewal term | 10 years | ||||||
Equipment | Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 1 year | ||||||
Equipment | Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 5 years | ||||||
Vehicles | Minimum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 1 year | ||||||
Vehicles | Maximum | |||||||
Lessee, Lease, Description [Line Items] | |||||||
Lease term | 5 years |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 |
Right-of-use assets | ||
Finance leases | $ 29,766 | $ 14,211 |
Operating leases | 995,625 | 884,927 |
Total right-of-use assets | 1,025,391 | 899,138 |
Current lease liabilities | ||
Less: Current lease liabilities | 3,101 | 2,149 |
Operating leases | 57,588 | 60,095 |
Total current lease liabilities | 60,689 | 62,244 |
Long-term lease liabilities | ||
Long-term lease liabilities | 27,957 | 16,726 |
Long-term lease liabilities | 931,604 | 818,001 |
Total long-term lease liabilities | $ 959,561 | $ 834,727 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt | Current portion of long-term debt |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other liabilities | Accrued expenses and other liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt, net | Long-term debt, net |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost and Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Finance lease expense: | ||
Amortization of right-of-use assets | $ 2,792 | $ 1,146 |
Interest on lease liabilities | 1,141 | 643 |
Operating lease expense | 116,362 | 71,920 |
Short-term lease expense | 1,935 | 2,206 |
Variable lease expense | 963 | 614 |
Total lease expense, net | $ 123,193 | $ 76,529 |
Leases - Cash Flows Related to
Leases - Cash Flows Related to Lease Arrangements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used in operating leases | $ 106,519 | $ 64,768 |
Operating cash flows used in finance leases | 1,061 | 583 |
Financing cash flows used in finance leases | 1,286 | 448 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | 200,499 | 919,036 |
Finance leases | $ 12,951 | $ 16,607 |
Leases - Lease Payments (Detail
Leases - Lease Payments (Details) - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 |
Finance | ||
2022 | $ 4,865 | |
2023 | 4,329 | |
2024 | 3,753 | |
2025 | 3,490 | |
2026 | 3,368 | |
Thereafter | 23,390 | |
Total undiscounted cash flows | 43,195 | |
Less: Present value discount | 12,137 | |
Less: Current lease liabilities | 3,101 | $ 2,149 |
Long-term lease liabilities | 27,957 | 16,726 |
Operating | ||
2022 | 116,490 | |
2023 | 113,226 | |
2024 | 107,650 | |
2025 | 103,087 | |
2026 | 96,840 | |
Thereafter | 956,921 | |
Total undiscounted cash flows | 1,494,214 | |
Less: Present value discount | 505,022 | |
Operating leases | 57,588 | 60,095 |
Long-term lease liabilities | 931,604 | $ 818,001 |
Income from subleases | ||
2022 | 6,990 | |
2023 | 5,487 | |
2024 | 2,767 | |
2025 | 2,252 | |
2026 | 1,879 | |
Thereafter | 6,720 | |
Total undiscounted cash flows | $ 26,095 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) $ in Millions | 12 Months Ended | |||
Dec. 25, 2021USD ($)Derivatives_and_swaps | Dec. 26, 2020USD ($) | Oct. 03, 2021USD ($) | Jun. 17, 2021USD ($) | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Gain (loss) on derivative | $ 5 | $ (10) | ||
First And Second Lien Term Loans | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Interest payments hedged | $ 300 | |||
Interest Rate Swap | Designated as Hedging Instrument | Cash Flow Hedging | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Number of derivatives held | Derivatives_and_swaps | 3 | |||
Notional amount | $ 300 | |||
Cross Currency Swap | Designated as Hedging Instrument | Fair Value Hedging | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount | $ 88 | |||
Cross Currency Swap | Not Designated as Hedging Instrument | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount | $ 235 | |||
Foreign Exchange Forward | Not Designated as Hedging Instrument | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Notional amount | $ 87.5 |
Derivative - Fair Value of Deri
Derivative - Fair Value of Derivatives (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 |
Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liabilities | $ 536 | $ 9,561 |
Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative assets | 227 | |
Derivative liabilities | 12,197 | |
Fair Value, Inputs, Level 2 | Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative liability, noncurrent | 200 | |
Derivative liabilities | 536 | 9,561 |
Fair Value, Inputs, Level 2 | Designated as Hedging Instrument | Forward Contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional Amount | 86,502 | |
Fair Value, Inputs, Level 2 | Designated as Hedging Instrument | Interest Rate Swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional Amount | 300,000 | |
Derivative liabilities | 9,561 | |
Fair Value, Inputs, Level 2 | Designated as Hedging Instrument | Currency Swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional Amount | 87,500 | |
Derivative liability, current | $ 336 | |
Fair Value, Inputs, Level 2 | Not Designated as Hedging Instrument | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative assets | 227 | |
Derivative liabilities | 12,197 | |
Fair Value, Inputs, Level 2 | Not Designated as Hedging Instrument | Forward Contracts | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative assets | 227 | |
Fair Value, Inputs, Level 2 | Not Designated as Hedging Instrument | Currency Swap | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional Amount | 234,780 | |
Derivative liabilities | $ 12,197 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes from Continuing Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Income Tax Contingency [Line Items] | |||
Income before income taxes | $ 34,892 | $ 7,156 | $ 12,580 |
Domestic | |||
Income Tax Contingency [Line Items] | |||
Income before income taxes | 86,257 | 996 | 13,223 |
Foreign | |||
Income Tax Contingency [Line Items] | |||
Income before income taxes | $ (51,365) | $ 6,160 | $ (643) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Income Tax Contingency [Line Items] | |||
Income tax expense | $ 25,356 | $ 11,372 | $ 4,830 |
Federal | |||
Income Tax Contingency [Line Items] | |||
Current income tax expense (benefit) | 6,969 | (908) | (537) |
Deferred income tax expense (benefit) | 22,324 | 2,071 | 7,043 |
State | |||
Income Tax Contingency [Line Items] | |||
Current income tax expense (benefit) | 3,990 | 3,420 | 1,309 |
Deferred income tax expense (benefit) | (787) | 2,316 | (5,259) |
Foreign | |||
Income Tax Contingency [Line Items] | |||
Current income tax expense (benefit) | 3,414 | 4,924 | 889 |
Deferred income tax expense (benefit) | $ (10,554) | $ (451) | $ 1,385 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Federal income tax at statutory rate | $ 7,327 | $ 1,503 | $ 2,642 |
State income taxes, net of federal tax benefits | 4,971 | 1,605 | 825 |
Foreign tax rate differential | (2,135) | (869) | 85 |
Non-deductible advertising fund loss | (32) | 486 | 737 |
Non-deductible transaction costs | 10,525 | 1,006 | 845 |
Non-deductible stock compensation | 598 | 278 | 0 |
Other permanent differences | 809 | (176) | 140 |
Deferred tax adjustments | (147) | 818 | 241 |
Current tax adjustments | (956) | (647) | 353 |
Reserve for uncertain tax positions | (313) | 2,232 | 0 |
Valuation allowance on deferred tax asset | 4,452 | 3,447 | 0 |
Income tax expense | $ 25,356 | $ 11,372 | $ 4,830 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Federal income tax at statutory rate | 21.00% | 21.00% | 21.00% |
State income taxes, net of federal tax benefits | 14.20% | 22.40% | 6.60% |
Foreign tax rate differential | (6.10%) | (12.10%) | 0.70% |
Non-deductible advertising fund loss | (0.10%) | 6.80% | 5.90% |
Non-deductible transaction costs | 30.20% | 14.10% | 6.70% |
Non-deductible stock compensation | 1.70% | 3.90% | 0.00% |
Other permanent differences | 2.30% | (2.50%) | 1.10% |
Deferred tax adjustments | (0.40%) | 11.40% | 1.90% |
Current tax adjustments | (2.70%) | (9.00%) | 2.80% |
Reserve for uncertain tax positions | (0.90%) | 31.20% | 0.00% |
Valuation allowance on deferred tax asset | 12.80% | 48.20% | 0.00% |
Effective tax rate | 72.70% | 159.00% | 38.40% |
State | |||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Deferred tax rate change | $ (2,118) | $ 1,689 | $ (1,038) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Deferred tax rate change | (6.10%) | 23.60% | (8.30%) |
Foreign | |||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Deferred tax rate change | $ 2,375 | $ 0 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Deferred tax rate change | 6.80% | 0.00% | 0.00% |
Income Taxes -Deferred Tax Asse
Income Taxes -Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 |
Deferred tax asset | |||
Accrued liabilities | $ 11,165 | $ 10,497 | |
Accounts receivable allowance | 4,590 | 4,740 | |
Net operating loss carryforwards | 31,024 | 32,141 | |
Lease liabilities | 250,401 | 225,493 | |
Interest expense limitation | 24,622 | 23,776 | |
Deferred revenue | 6,447 | 2,620 | |
Other deferred assets | 2,171 | 2,676 | |
Total deferred tax asset | 330,420 | 301,943 | |
Less valuation allowance | (24,371) | (21,284) | $ 0 |
Net deferred tax asset | 306,049 | 280,659 | |
Deferred tax liabilities | |||
Goodwill and intangible assets | 188,627 | 195,703 | |
Financing transactions | 0 | 7,588 | |
Lease liabilities | 246,726 | 222,311 | |
Fixed asset basis differences | 116,902 | 98,614 | |
Unrealized foreign exchange differences | 2,970 | 1,217 | |
Other deferred liabilities | 6,382 | 4,269 | |
Total deferred liabilities | 561,607 | 529,702 | |
Net deferred liabilities | $ 255,558 | $ 249,043 |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Valuation Allowance Rollforward [Roll Forward] | ||
Balance at beginning of period | $ 21,284 | $ 0 |
Valuation allowance acquired from ICWG | 0 | 17,828 |
Additions | 4,452 | 3,456 |
Translation | (1,365) | 0 |
Balance at end of period | $ 24,371 | $ 21,284 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Income Taxes [Line Items] | |||
Increase in valuation allowance | $ 4,452 | $ 3,456 | |
Goodwill deductible for tax purposes | 748,000 | ||
Unrecognized tax benefits | 1,909 | 2,232 | $ 0 |
Accrued interest and penalties on unrecognized tax benefits | $ 600 | 400 | |
Domestic Tax Authority | |||
Income Taxes [Line Items] | |||
Pre-tax operating loss carryforwards | 69,000 | ||
State and Local Jurisdiction | |||
Income Taxes [Line Items] | |||
Pre-tax operating loss carryforwards | 4,000 | ||
Foreign Tax Authority | |||
Income Taxes [Line Items] | |||
Pre-tax operating loss carryforwards | $ 49,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance at beginning of period | $ 2,232 | $ 0 |
Increases (reductions) for prior year tax positions | (313) | |
Increases (reductions) for prior year tax positions | 2,232 | |
Translation adjustments | (10) | 0 |
Balance at end of period | $ 1,909 | $ 2,232 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | Jun. 08, 2015 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 |
Related Party Transaction [Line Items] | ||||
Dividend to Driven Investor LLC | $ 163,000 | |||
Affiliated Entity | Annual Advisory Services Agreements | ||||
Related Party Transaction [Line Items] | ||||
Sponsor management fees | $ 6,000 | 2,000 | ||
Parent | ||||
Related Party Transaction [Line Items] | ||||
Dividend to Driven Investor LLC | 163,000 | |||
Dividend to Driven Investor, LLC, debt | 155,000 | |||
Dividend to Driven Investor, LLC, cash | $ 8,000 | |||
Executive Officer | ||||
Related Party Transaction [Line Items] | ||||
Loan secured by Promissory Note | $ 1,000 | |||
Purchase of units (in shares) | 1,500 | |||
Divisions Maintenance Group | Facilities and Maintenance Services | ||||
Related Party Transaction [Line Items] | ||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 1,500 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Postemployment Benefits [Abstract] | ||
Defined contribution plan, employer discretionary contribution amount | $ 1 | $ 1 |
Deferred compensation plan assets | 1 | 1 |
Germany | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Accumulated benefit obligation | 8 | 10 |
Projected benefit obligation | 8 | 10 |
Pension expense (less than) | $ 1 | $ 1 |
Discount rate | 1.23% | 0.93% |
Rate of compensation increase | 0.00% | 0.00% |
Expected pension benefit payments in 2022 (less than) | $ 1 | |
Germany | Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Expected future employer contributions | $ 1 |
Equity Agreements and Incenti_3
Equity Agreements and Incentive Equity Plan - Narrative (Details) | Dec. 28, 2021shares | Dec. 25, 2021USD ($)intallment$ / sharesshares | Jan. 14, 2021$ / sharesshares | Jan. 06, 2021USD ($)shares | Jan. 14, 2021shares | Dec. 25, 2021USD ($)intallment$ / sharesshares | Dec. 25, 2021USD ($)intallmentshares | Dec. 26, 2020USD ($)shares | Dec. 28, 2019USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted-average expected life (Years) | 7 years | 1 year 9 months 18 days | 3 years | ||||||
Expected volatility | 40.10% | 46.70% | 40.00% | ||||||
Risk-free interest rate | 1.33% | 0.91% | 2.90% | ||||||
Equity-based compensation expense recognized | $ | $ 4,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||
Termination period | 6 months | ||||||||
Profits Interest - Time Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 0 | 13,055 | |||||||
Forfeited/Cancelled (in shares) | 0 | (2,668) | (197) | ||||||
Repurchases (in shares) | 0 | (6,677) | |||||||
Time-based RSUs and options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense | $ | $ 6,000,000 | $ 6,000,000 | $ 6,000,000 | ||||||
Compensation expense recognition period | 3 years 3 months 18 days | ||||||||
Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense | $ | 1,000,000 | 1,000,000 | $ 1,000,000 | ||||||
Compensation expense recognition period | 2 years 2 months 12 days | ||||||||
Profits Interest -Performance Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense | $ | 3,000,000 | 3,000,000 | $ 3,000,000 | ||||||
Compensation expense recognition period | 2 years 1 month 6 days | ||||||||
Granted (in shares) | 25,597 | ||||||||
Forfeited/Cancelled (in shares) | (8,387) | (100) | |||||||
Repurchases (in shares) | 0 | ||||||||
Performance-based RSAs and Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized compensation expense | $ | 90,000,000 | 90,000,000 | $ 90,000,000 | ||||||
Equity-based compensation expense recognized | $ | $ 0 | $ 0 | $ 0 | ||||||
Restricted Stock Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted-average expected life (Years) | 7 years | ||||||||
Expected volatility | 40.10% | ||||||||
Risk-free interest rate | 1.34% | ||||||||
Unrecognized compensation expense | $ | $ 26,000,000 | $ 26,000,000 | $ 26,000,000 | ||||||
Compensation expense recognition period | 4 years | ||||||||
Exercise period | 10 years | ||||||||
Unvested Time Based Restricted Stock Options Outstanding | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Vested (in shares) | 298,886 | 198,984 | 298,886 | ||||||
Vested (in dollars per share) | $ / shares | $ 22 | $ 22 | $ 22 | ||||||
2021 Omnibus Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum number of shares that may be issued (in shares) | 12,533,984 | ||||||||
Common stock reserved for additional grants (in shares) | 5,097,380 | 5,097,380 | 5,097,380 | ||||||
2021 Omnibus Plan | Profits Interest - Time Units | Driven Investor LLC | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of vesting installments | intallment | 5 | 5 | 5 | ||||||
Award vesting rights percentage | 20.00% | ||||||||
Award vesting period | 5 years | ||||||||
2021 Omnibus Plan | Restricted stock award, performance-based | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of award as a result of modification | $ | $ 26,000,000 | $ 66,000,000 | |||||||
Weighted-average expected life (Years) | 4 years 11 months 15 days | ||||||||
Expected volatility | 40.60% | ||||||||
Risk-free interest rate | 0.48% | ||||||||
2021 Omnibus Plan | Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of vesting installments | intallment | 3 | 3 | 3 | ||||||
Award vesting rights percentage | 33.00% | ||||||||
Award vesting period | 3 years | ||||||||
2021 Omnibus Plan | Profits Interest -Performance Units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Weighted-average expected life (Years) | 2 years 11 months 15 days | ||||||||
Expected volatility | 41.16% | ||||||||
Risk-free interest rate | 0.23% | ||||||||
2021 Omnibus Plan | Share-based Payment Arrangement, Employee | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum number of shares that may be issued (in shares) | 5,582,522 | 5,582,522 | |||||||
Employee Stock Purchase Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Maximum number of shares that may be issued (in shares) | 1,790,569 | ||||||||
Contributions to ESPP | $ | $ 2,000,000 | ||||||||
Employee Stock Purchase Plan | Employee Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock purchased (in shares) | 0 | ||||||||
Employee Stock Purchase Plan | Employee Stock | Subsequent Event | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock purchased (in shares) | 110,300 |
Equity Agreements and Incenti_4
Equity Agreements and Incentive Equity Plan - Schedule of Activity (Details) - $ / shares | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Jan. 14, 2021 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Profits Interest - Time Units | ||||
Time and Performance Units | ||||
Beginning balance (in shares) | 17,291 | 13,581 | 13,778 | |
Granted (in shares) | 0 | 13,055 | ||
Forfeited/Cancelled (in shares) | 0 | (2,668) | (197) | |
Repurchases (in shares) | 0 | (6,677) | ||
Ending balance (in shares) | 17,291 | 13,581 | ||
Weighted Average Grant Date Fair Value, per unit | ||||
Beginning balance (in dollars per share) | $ 652 | $ 492 | $ 501 | |
Granted (in dollars per share) | 696 | |||
Forfeited/Cancelled (in dollars per share) | 976 | 1,085 | ||
Repurchases (in dollars per share) | 288 | |||
Ending balance (in dollars per share) | $ 652 | $ 492 | ||
Profits Interest -Performance Units | ||||
Time and Performance Units | ||||
Beginning balance (in shares) | 41,846 | 24,636 | 24,736 | |
Granted (in shares) | 25,597 | |||
Forfeited/Cancelled (in shares) | (8,387) | (100) | ||
Repurchases (in shares) | 0 | |||
Ending balance (in shares) | 41,846 | 24,636 | ||
Weighted Average Grant Date Fair Value, per unit | ||||
Beginning balance (in dollars per share) | $ 554 | $ 351 | $ 353 | |
Granted (in dollars per share) | 693 | |||
Forfeited/Cancelled (in dollars per share) | 894 | 858 | ||
Repurchases (in dollars per share) | 0 | |||
Ending balance (in dollars per share) | $ 554 | $ 351 | ||
Unvested Time Awards | ||||
Time and Performance Units | ||||
Beginning balance (in shares) | 610,477 | |||
Granted (in shares) | 0 | |||
Forfeited/Cancelled (in shares) | (17,304) | |||
Vested (in shares) | (164,868) | |||
Ending balance (in shares) | 610,477 | 428,305 | ||
Weighted Average Grant Date Fair Value, per unit | ||||
Beginning balance (in dollars per share) | $ 12.65 | |||
Granted (in dollars per share) | 0 | |||
Forfeited/Cancelled (in dollars per share) | 21.27 | |||
Vested (in dollars per share) | 10.04 | |||
Ending balance (in dollars per share) | $ 12.65 | $ 13.31 | ||
Unvested Performance Awards | ||||
Time and Performance Units | ||||
Beginning balance (in shares) | 4,178,246 | |||
Granted (in shares) | 0 | |||
Forfeited/Cancelled (in shares) | (84,737) | |||
Vested (in shares) | 0 | |||
Ending balance (in shares) | 4,178,246 | 4,093,509 | ||
Weighted Average Grant Date Fair Value, per unit | ||||
Beginning balance (in dollars per share) | $ 15.79 | |||
Granted (in dollars per share) | 0 | |||
Forfeited/Cancelled (in dollars per share) | 13.55 | |||
Vested (in dollars per share) | 0 | |||
Ending balance (in dollars per share) | $ 15.79 | $ 15.84 | ||
Unvested Time Units | ||||
Time and Performance Units | ||||
Beginning balance (in shares) | 0 | |||
Granted (in shares) | 81,160 | |||
Forfeited/Cancelled (in shares) | (18,735) | |||
Ending balance (in shares) | 0 | 62,425 | ||
Weighted Average Grant Date Fair Value, per unit | ||||
Beginning balance (in dollars per share) | $ 0 | |||
Granted (in dollars per share) | 23.11 | |||
Forfeited/Cancelled (in dollars per share) | 22.18 | |||
Ending balance (in dollars per share) | $ 0 | $ 23.38 | ||
Unvested Performance Units | ||||
Time and Performance Units | ||||
Beginning balance (in shares) | 0 | |||
Granted (in shares) | 144,735 | |||
Forfeited/Cancelled (in shares) | (37,439) | |||
Ending balance (in shares) | 0 | 107,296 | ||
Weighted Average Grant Date Fair Value, per unit | ||||
Beginning balance (in dollars per share) | $ 0 | |||
Granted (in dollars per share) | 24.52 | |||
Forfeited/Cancelled (in dollars per share) | 24.36 | |||
Ending balance (in dollars per share) | $ 0 | $ 24.58 |
Equity Agreements and Incenti_5
Equity Agreements and Incentive Equity Plan - Schedule of Fair Value Assumptions (Details) | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Equity [Abstract] | |||
Annual dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average expected life (Years) | 7 years | 1 year 9 months 18 days | 3 years |
Risk-free interest rate | 1.33% | 0.91% | 2.90% |
Expected volatility | 40.10% | 46.70% | 40.00% |
Equity Agreements and Incenti_6
Equity Agreements and Incentive Equity Plan - Activity of Restricted Stock Options (Details) - $ / shares | Dec. 25, 2021 | Jan. 14, 2021 | Dec. 25, 2021 |
Time Based Restricted Stock Options Outstanding | |||
Time and Performance RSOs | |||
Beginning balance (in shares) | 0 | ||
Granted post-IPO (in shares) | 3,564,770 | ||
Forfeited/Cancelled (in shares) | (77,294) | ||
Vested (in shares) | (298,886) | (198,984) | (298,886) |
Ending balance (in shares) | 3,188,590 | 0 | 3,188,590 |
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 0 | ||
Granted post-IPO (in dollars per share) | 26.84 | ||
Forfeited/Cancelled (in dollars per share) | 22 | ||
Vested (in dollars per share) | $ 22 | $ 22 | 22 |
Ending balance (in dollars per share) | $ 27.41 | $ 0 | $ 27.41 |
Unvested Performance Based Restricted Stock Options Outstanding | |||
Time and Performance RSOs | |||
Beginning balance (in shares) | 0 | ||
Granted post-IPO (in shares) | 3,621,719 | ||
Forfeited/Cancelled (in shares) | (152,239) | ||
Vested (in shares) | 0 | ||
Ending balance (in shares) | 3,469,480 | 0 | 3,469,480 |
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 0 | ||
Granted post-IPO (in dollars per share) | 22 | ||
Forfeited/Cancelled (in dollars per share) | 22 | ||
Vested (in dollars per share) | 0 | ||
Ending balance (in dollars per share) | $ 22 | $ 0 | $ 22 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Basic and Diluted Loss Per Share (Details) $ / shares in Units, $ in Thousands | Jan. 14, 2021 | Dec. 25, 2021USD ($)$ / sharesshares | Dec. 26, 2020USD ($)$ / sharesshares | Dec. 28, 2019USD ($)$ / sharesshares | |
Basic earnings per share: | |||||
Net income (loss) attributable to Driven Brands Holdings Inc. | $ 9,632 | $ (4,199) | $ 7,731 | ||
Less: Net income attributable to participating securities, basic | 207 | 0 | 0 | ||
Net income (loss) after participating securities, basic | $ 9,425 | $ (4,199) | $ 7,731 | ||
Weighted-average common shares outstanding (in shares) | shares | [1] | 160,684,000 | 104,318,000 | 88,990,000 | |
Basic earnings per share (in dollars per share) | $ / shares | [1] | $ 0.06 | $ (0.04) | $ 0.09 | |
Diluted earnings per share: | |||||
Less: Net income attributable to participating securities, diluted | $ 185 | $ 0 | $ 0 | ||
Net income (loss) after participating securities, diluted | $ 9,447 | $ (4,199) | $ 7,731 | ||
Dilutive effect of share-based awards | shares | 3,960,000 | 0 | 0 | ||
Weighted-average common shares outstanding, as adjusted (in shares) | shares | [1] | 164,644,000 | 104,318,000 | 88,990,000 | |
Diluted earnings per share (in dollars per share) | $ / shares | [1] | $ 0.06 | $ (0.04) | $ 0.09 | |
Stock split | 88,990 | ||||
[1] | Share and per share amounts have been adjusted to reflect an implied 88,990-for-one stock split that became effective on January 14, 2021. See Note 16 for additional information. |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Earnings Per Share [Abstract] | |||
Performance awards contingent on performance conditions which have not been met yet (in shares) | 4,007,164 | 4,007,164 | 4,007,164 |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 2,036 | 0 | 0 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 0 | 0 | 0 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities (in shares) | 2,036 | 0 | 0 |
Subsequent Events (Details)
Subsequent Events (Details) - Auto Glass Now - Subsequent Event $ in Millions | Dec. 30, 2021USD ($)location |
Subsequent Event [Line Items] | |
Total consideration | $ 170 |
Number of years of experience | 20 years |
Number of businesses identified | location | 75 |
Transaction costs | $ 56 |