Driven Brands : Q2 Leverage Reconciliation

Net leverage ratio as of Q2 2022 was 4.7x

Reconciliation of LTM Q2 Fiscal 2022 Net Income and Debt Agreement Adjusted EBITDA

	Six months ended	Six months
	December 25,	ended	LTM Q1
($ thousands)	2021	June 25, 2022	2022
Net Income	($5,699)	($22,616)	($28,315)
Income tax expense	$12,791	($5,880)	$9,911
Interest expense, net	$41,212	$51,623	$92,835
Depreciation and amortization	$62,502	$71,110	$133,612
EBITDA	$110,806	$94,237	$205,043
Acquisition related costs(a)	$60,348	$7,656	$68,004
Non-core items and project costs, net(b)	$3,103	$2,585	$5,688
Straight-line rent adjustment(c)	$5,776	$8,310	$14,086
Equity-based compensation expense(d)	$2,290	$6,851	$9,141
Foreign currency transaction loss, net(e)	$15,401	$14,908	$30,309
Bad debt recovery(f)	($3,183)	-	($3,183)
Asset sale leaseback (gain) loss, impairment and	($11,627)	$119,388	$107,761
closed store expenses(g)
Adjusted EBITDA	$182,914	$253,935	$436,849
Acquisition EBITDA adjustments(h)			$37,630
Run Rate adjustments related to store opening and			$8,466
closings(i)
Other adjustments permitted under Debt Agreement			$7,374
Debt Agreement Adjusted EBITDA			$490,319

	($ thousands)	June 25, 2022
	Total Debt	$2,488,499
	Less: Cash and cash equivalents	$197,853
	Net Debt	$2,290,646

($ thousands)	June 25, 2022
Net Debt	$2,290,646
LTM Debt Agreement Adjusted	$490,319
EBITDA
Net Leverage Ratio	4.67x

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Net leverage ratio as of Q2 2022 was 4.7x

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

1. 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.
2. Represents non-cashequity-based compensation expense.
3. Represents net foreign currency transaction gains/losses that primarily related to the remeasurement of our intercompany loans. For the six months ended June 25, 2022, these losses were partially offset by unrealized gains on remeasurement of cross currency swaps.
4. Represents the recovery of previously uncollectible receivables outside of normal operations.
5. Represents net (gain) loss on sale leasebacks, the discontinuation of trade names, 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 respective lease termination dates.
6. 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 June 25, 2022.
7. 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 June 25, 2022.

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