Driven Brands : Q4 Leverage Reconciliation

Net leverage ratio as of Q4 2021 was 4.4x

Reconciliation of Fiscal 2021 Net Income and Debt Agreement Adjusted EBITDA

	Twelve months ended
($ thousands)	December 25, 2021
Net (Loss)/Income	$9,536
Income tax expense	25,536
Interest expense, net	75,914
Depreciation and amortization	112,777
EBITDA	$223,583
Acquisition related costs(a)	$62,386
Non-core items and project costs, net(b)	5,656
Straight-line rent adjustment(c)	11,619
Equity-based compensation expense(d)	4,301
Foreign currency transaction (gain)/loss, net(e)	20,383
Bad debt expense (recovery)(f)	(3,183)
Asset sale leaseback (gain) loss, impairment and	(8,935)
closed store expenses(g)
Loss on debt extinguishment(h)	45,576

	December 25,	Pro Forma	December 25,
	Adjustments	2021
	2021
($ thousands)		(k)	(Pro Forma)
Total Debt	$2,382,364	-		$2,382,364
Less: Cash and cash	$523,414	($228,563)		$294,581
equivalents
Net Debt	$1,858,950	$228,563		$2,087,513
	December 25,		Pro Forma		December 25,
		Adjustments		2021
	2021
($ thousands)		(k)		(Pro Forma)
Debt Agreement	$421,083		$21,991		$443,074
Adjusted EBITDA

Adjusted EBITDA

Acquisition EBITDA adjustments(i)

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

Other adjustments permitted under Debt Agreement

Debt Agreement Adjusted EBITDA

$361,686

37,464		December 25,	December 25, 2021
		($ thousands)	2021	(Pro Forma)
8,486	Net Debt	$1,858,950	$2,087,513
13,447	LTM Debt Agreement Adjusted EBITDA	$421,083	$443,074
		Pro Forma Net Leverage Ratio	4.4x	4.7x
$421,083

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Net leverage ratio as of Q4 2021 was 4.4x

Notes:

1. 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.
2. 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 attributable 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.
3. 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.
4. Represents non-cashequity-based compensation expense.
5. Represents foreign currency transaction gains, net that primarily related to the remeasurement of our intercompany loans. These gains are slightly offset by unrealized losses on remeasurement of cross currency swaps.
6. Represents bad debt expense (recovery) related to uncollectible receivables outside of normal operations
7. Relates to the discontinuation of the use of the Pro Oil trade name as those locations were transitioned to the Take 5 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.
8. Represents the write-off of debt issuance costs and prepayment penalties associated with early termination of debt.
9. 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 December 25, 2021.
10. 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 December 25, 2021.
11. Represents the pro-forma impact of the acquisition of Auto Glass Now ("AGN") which closed on December 30, 2021

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