Driven Brands : Q1 Leverage Reconciliation

Net leverage ratio as of Q1 2022 was 4.8x

Reconciliation of LTM Q1 Fiscal 2022 Net Income and Debt Agreement Adjusted EBITDA

Three months

($ thousands)

Net Income Income tax expense Interest expense, net Depreciation and amortization EBITDA

Acquisition related costs(a)

Non-core items and project costs, net(b) Straight-line rent adjustment(c) Equity-based compensation expense(d) Foreign currency transaction loss, net(e) Bad debt recovery(f)

Asset sale leaseback (gain) loss, impairment and closed store expenses(g)

Loss on debt extinguishment(h)

Nine months ended ended
($ thousands)	March 26, 2022
Total Debt	$2,381,348
Less: Cash and cash equivalents	$270,681
Net Debt	$2,110,667
($ thousands)	March 26, 2022
Net Debt	$2,110,667

LTM Q1 2022

December 25, 2021 $29,468 $29,802 $57,823 $88,925 $206,018

March 26, 2022

• $34,428 $63,896

• $12,968 $42,770

• $25,353 $83,176

• $33,023 $121,948 $105,772 $311,790

  $60,740

  $5,624

  $9,134

  $3,318

  $10,172

  ($3,183)

  ($8,149)

  Adjusted EBITDA

  $78 $283,752

  • $4,318 $65,058

  • $866 $6,490

  • $4,093 $13,227

  • $2,618 $5,936

  • $971 $11,143

- ($3,183)

($124) ($8,273)

- $118,514

Acquisition EBITDA adjustments(i)

Run Rate adjustments related to store opening and closings(j)

Other adjustments permitted under Debt Agreement Debt Agreement Adjusted EBITDA

$78 $402,266 $16,194 $8,618 $13,239 $440,317

LTM Debt Agreement Adjusted EBITDA

$440,317

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Net leverage ratio as of Q1 2022 was 4.8x

Notes:

• a. Consists of acquisition costs as reflected within the consolidated statement 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 U.S. 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, and (ii) other miscellaneous expenses, including non-capitalizable expenses relating to the Company's initial public offering and other strategic transactions

• c. Consists of the non-cash portion of rent expense, which reflects the extent to which our straight-line rent expense recognized under U.S. GAAP exceeds or is less than our cash rent payments.

• d. Represents non-cash equity-based compensation expense.

• e. Represents net foreign currency transaction gains/losses that primarily related to the remeasurement of our intercompany loans. For the three months ended March 26, 2022, these losses were partially offset by unrealized gains on remeasurement of cross currency swaps.

• f. Represents the recovery of previously uncollectible receivables outside of normal operations.

• g. Represents net (gain) loss on sale leasebacks, the discontinuation 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 the irrespective lease termination dates.

• h. Represents the write-off of debt issuance costs associated with early termination of debt.

• i. Represents our estimate of our anticipated annual operating results, including, without limitation, our estimates of the contribution of businesses acquired as if such acquisitions had occurred on the first day of the twelve-month period ended March 26, 2022.

• j. Represents our estimate of our anticipated annual operating results from new store openings and store closings annualized as if such store openings and store closings had occurred on the first day of the twelve-month period ended March 26, 2022.

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