0001804745FALSE00018047452024-10-312024-10-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM 8-K
_________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 31, 2024
Commission file number: 001-39898
_________________________________
Driven Brands Holdings Inc.
(Exact name of Registrant as specified in its charter)
_________________________________
Delaware
(State or other jurisdiction of incorporation or organization)
139898
(Commission File Number)
47-3595252
(I.R.S. Employer Identification No.)
440 South Church Street, Suite 700
Charlotte, North Carolina
(Address of principal executive offices)
28202
(Zip Code)
(704) 377-8855
(Registrant’s Telephone Number, Including Area Code)
_________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
Trading Symbol
DRVN
Name of each exchange on which registered
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02 Results of Operations and Financial Condition.

On October 31, 2024, Driven Brands Holdings Inc. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing the Company’s financial results for the quarter ended September 28, 2024 (the “Press Release”).

The information provided pursuant to Item 2.02, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description
99.1
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




DRIVEN BRANDS HOLDINGS INC.
Date: October 31, 2024
By:/s/ Scott O’Melia
Name:Scott O’Melia
Title:Executive Vice President, General Counsel and Secretary

drivenbrandslogo_positive.jpg
Driven Brands Holdings Inc. Reports Third Quarter
2024 Results

--15th consecutive quarter of same store sales growth--
--Take 5 Oil Change delivers 15% revenue growth and 5% same store sales growth--
--Net Loss of $15 million and Adjusted EBITDA of $139 million--
--Re-affirms FY24 Revenue, Adj. EBITDA and Adj. EPS outlook excluding disposition--
Charlotte, N.C. (October 31, 2024) - Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today reported financial results for the third quarter ending September 28, 2024.
For the third quarter, Driven Brands delivered revenue of $592 million, up 2% versus the prior year. System-wide sales were $1.6 billion, up 2% versus the prior year primarily driven by 1.1% same store sales growth and 56 net new units.
Net loss was $14.9 million or $0.09 per diluted share versus a net loss of $799.3 million or $4.83 per diluted share in the prior year. Adjusted Net Income1 was $41.8 million or $0.26 per diluted share versus $29.9 million or $0.18 per diluted share in the prior year. Adjusted EBITDA1 was $138.8 million, up 14% versus the prior year.
“We are proud to report our 15th consecutive quarter of same store sales growth, a testament to the reliable one-two punch of Take 5 Oil Change and our stable franchise businesses. In particular, Take 5 Oil Change continues to execute at a high level, and we anticipate continued growth supported by our robust unit pipeline. Our performance was further supplemented by the steady results of our legacy franchise brands,” said Jonathan Fitzpatrick, President and Chief Executive Officer.
“We have achieved our net leverage target of 4.5x ahead of schedule and remain committed to further deleveraging. In the remainder of the year, we look to continue our momentum by delivering our financial outlook and positioning Driven for continued growth.” Fitzpatrick concluded.


Third Quarter 2024 Key Performance Indicators by Segment
System-wide Sales (in millions)
Store Count
Same-Store Sales2
Revenue
(in millions)
Segment Adjusted EBITDA
(in millions)
Maintenance
$535.9 1,899 3.0 %$278.2 $96.7 
Car Wash
140.4 1,107 1.8 %142.2 25.6 
Paint, Collision & Glass
857.2 1,897 1.3 %109.0 34.7 
Platform Services
108.2 206 N/A52.2 22.5 
Corporate / Other
N/A
N/A
N/A
10.1 
Total
$1,641.8 5,109 1.1 %$591.7 

    1

Capital and Liquidity

The Company ended the third quarter with total liquidity of $655.3 million consisting of $204.2 million in cash and cash equivalents and $451.1 million of undrawn capacity on its variable funding securitization senior notes and revolving credit facility. This did not include the additional $135.0 million Series 2022 Class A-1 Notes that expand the Company’s variable funding note borrowing capacity if the Company elects to exercise them, assuming certain conditions continue to be met.

Fiscal Year 2024 Outlook
The Company is re-affirming its prior outlook; the following reflects the impact of sale of our Canadian distribution business, which is expected to reduce full-year revenue by approximately $18 million and adjusted EBITDA by approximately $6 million.
Original OutlookOutlook Adjusted for DispositionCurrent Range Expectations
Revenue
~$2.35 - $2.45 billion
~$2.33 - $2.43 billion
Low-end
Adjusted EBITDA1
~$535 - $565 million
~$529 - $559 million
Mid - to High-end
Adjusted EPS1
~$0.88 - $1.00~$0.88 - $1.00High-end
The Company also expects:
•Same-store sales growth of 1% to 3%
•Net store growth of approximately 205 to 220
Note: The Company has not included potential future M&A in its outlook for fiscal year 2024.
__________
1 Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures” for additional information on non-GAAP financial measures and a reconciliation to the most comparable GAAP measures. Forward-looking estimates of Adjusted EBITDA and Adjusted EPS are made in a manner consistent with the relevant definitions and assumptions noted herein.
2 The Company does not provide same store sales results for the Platform Services segment because it only applied to the 1-800-Radiator brand which is not a representative indicator of the segment’s performance. 1-800-Radiator’s same store sales performance is included in the Company’s overall same store sales results.
    2

Conference Call
Driven Brands will host a conference call to discuss third quarter 2024 results today, Thursday, October 31, 2024, at 8:30 a.m. ET. The call will be available by webcast and can be accessed by visiting Driven Brands’ Investor Relations website at investors.drivenbrands.com. A replay of the call will be available for at least three months.
About Driven Brands
Driven Brands™, headquartered in Charlotte, NC, is the largest automotive services company in North America, providing a range of consumer and commercial automotive needs, including paint, collision, glass, vehicle repair, oil change, maintenance and car wash. Driven Brands is the parent company of some of North America’s leading automotive service businesses including Take 5 Oil Change®, Take 5 Car Wash®, Meineke Car Care Centers®, Maaco®, 1-800-Radiator & A/C®, Auto Glass Now®, and CARSTAR®. Driven Brands has more than 5,100 locations across 14 countries, and services approximately 70 million vehicles annually. Driven Brands’ network generates approximately $2.3 billion in annual revenue from approximately $6.4 billion in system-wide sales.
Disclosure Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this Press Release, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, trends, plans, objectives of management, impact of accounting standards and outlook, impairments, and expected market growth are forward-looking statements. In particular, forward-looking statements include, among other things, statements relating to: (i) our strategy, outlook and growth prospects; (ii) our operational and financial targets and dividend policy; (iii) general economic trends and trends in the industry and markets; (iv) the risks and costs associated with the integration of, and our ability to integrate, our stores and business units successfully; (v) the proper application of generally accepted accounting principles, which are highly complex and involve many subjective assumptions, estimates, and judgments and (vi) the competitive environment in which we operate. Forward-looking statements are not based on historical facts, but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions, and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. It is not possible to predict or identify all such risks. These
    3

risks include, but are not limited to, the risk factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 30, 2023 as well as in our other filings with the Securities and Exchange Commission, which are available on its website at www.sec.gov. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Contacts

Shareholder/Analyst inquiries:
Dawn Francfort
ICR, Inc.
investors@drivenbrands.com
(203) 682-8200

Media inquiries:
Taylor Blanchard
taylor.blanchard@drivenbrands.com
(704) 644-8129
    4

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months EndedNine Months Ended
(in thousands, except per share amounts)September 28, 2024September 30, 2023September 28, 2024September 30, 2023
Net Revenue:
Franchise royalties and fees$49,475 $47,362 $144,549 $140,682 
Company-operated store sales388,132 389,041 1,157,269 1,159,685 
Independently-operated store sales49,959 43,582 163,286 157,647 
Advertising contributions26,823 27,121 75,804 73,547 
Supply and other revenue77,290 73,928 234,563 218,791 
Total net revenue591,679 581,034 1,775,471 1,750,352 
Operating Expenses:
Company-operated store expenses242,073 262,282 738,300 762,731 
Independently-operated store expenses29,382 25,773 90,693 87,095 
Advertising expenses26,823 27,121 75,804 73,547 
Supply and other expenses35,790 38,816 112,560 118,188 
Selling, general, and administrative expenses149,766 123,012 387,291 332,155 
Acquisition related costs(606)1,667 1,459 7,264 
Store opening costs1,476 1,372 3,679 3,774 
Depreciation and amortization43,357 45,639 131,219 129,256 
Goodwill impairment— 850,970 — 850,970 
Asset impairment charges and lease terminations24,111 111,239 55,934 117,450 
Total operating expenses552,172 1,487,891 1,596,939 2,482,430 
Operating income (loss)39,507 (906,857)178,532 (732,078)
Other expenses, net:
Interest expense, net43,677 41,292 119,245 120,304 
Foreign currency transaction loss, net765 2,980 5,767 3 
Loss on debt extinguishment205 — 205 — 
Other expense, net44,647 44,272 125,217 120,307 
Income (loss) before taxes(5,140)(951,129)53,315 (852,385)
Income tax expense (benefit)9,807 (151,818)33,842 (120,572)
Net (loss) income(14,947)(799,311)19,473 (731,813)
(Loss) Earnings per share:
Basic$(0.09)$(4.82)$0.12 $(4.40)
Diluted$(0.09)$(4.83)$0.12 $(4.41)
Weighted average shares outstanding
Basic159,804 162,398 159,743 162,698 
Diluted159,804 162,398 160,713 162,698 
5

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share amounts)
September 28, 2024December 30, 2023
Assets
Current assets:
Cash and cash equivalents$204,181 $176,522 
Restricted cash4,414 657 
Accounts and notes receivable, net171,887 151,259 
Inventory69,857 83,171 
Prepaid and other assets37,483 46,714 
Income tax receivable18,429 15,928 
Assets held for sale185,985 301,229 
Advertising fund assets, restricted54,939 45,627 
Total current assets747,175 821,107 
Other assets116,046 56,565 
Property and equipment, net1,418,352 1,438,496 
Operating lease right-of-use assets1,362,917 1,389,316 
Deferred commissions6,955 6,312 
Intangibles, net677,277 739,402 
Goodwill1,427,467 1,455,946 
Deferred tax assets3,627 3,660 
Total assets$5,759,816 $5,910,804 
Liabilities and shareholders' equity
Current liabilities:
Accounts payable$78,759 $67,526 
Accrued expenses and other liabilities254,341 242,171 
Income tax payable1,016 5,404 
Current portion of long-term debt32,872 32,673 
Income tax receivable liability— 56,001 
Advertising fund liabilities26,668 23,392 
Total current liabilities393,656 427,167 
Long-term debt2,732,572 2,910,812 
Deferred tax liabilities164,713 154,742 
Operating lease liabilities1,311,895 1,332,519 
Income tax receivable liability133,611 117,915 
Deferred revenue31,750 30,507 
Long-term accrued expenses and other liabilities28,812 30,419 
Total liabilities4,797,009 5,004,081 
Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding
— — 
Common stock, $0.01 par value, 900,000,000 shares authorized: and 164,113,794 and 163,965,231 shares outstanding; respectively
1,641 1,640 
Additional paid-in capital1,687,948 1,652,401 
Accumulated deficit(690,614)(710,087)
Accumulated other comprehensive loss(36,168)(37,875)
Total shareholders’ equity attributable to Driven Brands Holdings Inc.962,807 906,079 
Non-controlling interests— 644 
Total shareholders' equity962,807 906,723 
Total liabilities and shareholders' equity$5,759,816 $5,910,804 
6

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended
(in thousands)September 28, 2024September 30, 2023
Net income (loss)$19,473 $(731,813)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization131,219 129,256 
Goodwill impairment— 850,970 
Equity-based compensation expense35,641 9,730 
Loss on foreign denominated transactions8,744 3,706 
Gain on foreign currency derivatives(2,977)(3,704)
Gain on sale and disposal of businesses, fixed assets, and sale-leaseback transactions(4,102)1,730 
Reclassification of interest rate hedge to income(1,560)(1,358)
Bad debt expense5,759 1,244 
Asset impairment charges and lease terminations
55,934 117,450 
Amortization of deferred financing costs and bond discounts5,877 6,287 
Amortization of cloud computing3,436 991 
Provision for deferred income taxes13,571 (134,266)
Loss on extinguishment of debt205 — 
Other, net(19,489)23,441 
Changes in assets and liabilities, net of acquisitions:
Accounts and notes receivable, net(37,752)2,464 
Inventory1,337 (12,531)
Prepaid and other assets7,648 (3,909)
Advertising fund assets and liabilities, restricted(4,209)(10,923)
Other assets(63,015)(29,210)
Deferred commissions642 658 
Deferred revenue1,248 1,961 
Accounts payable11,504 24,913 
Accrued expenses and other liabilities13,754 (29,442)
Income tax receivable(8,234)(5,612)
Cash provided by operating activities174,654 212,033 
Cash flows from investing activities:
Capital expenditures(185,453)(482,633)
Cash used in business acquisitions, net of cash acquired(2,759)(53,641)
Proceeds from sale leaseback transactions17,944 172,230 
Proceeds from sale or disposal of businesses and fixed assets255,548 2,837 
Cash provided by (used in) investing activities85,280 (361,207)
Cash flows from financing activities:
Payment of debt extinguishment and issuance costs(9,646)— 
Proceeds from the issuance of long-term debt274,794 — 
Repayment of long-term debt(422,492)(20,969)
Proceeds from revolving lines of credit and short-term debt46,000 335,000 
Repayments of revolving lines of credit and short-term debt(71,000)(120,000)
Repayment of principal portion of finance lease liability(4,301)(2,020)
Payment of Tax Receivable Agreement(38,374)— 
Acquisition of non-controlling interest(644)— 
7

Share repurchases— (49,956)
Tax obligations for share-based compensation(998)— 
Stock option exercises— 6,117 
Other, net— (322)
Cash (used in) provided by financing activities(226,661)147,850 
Effect of exchange rate changes on cash71 365 
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted33,344 (959)
Cash and cash equivalents, beginning of period176,522 227,110 
Cash included in advertising fund assets, restricted, beginning of period38,537 32,871 
Restricted cash, beginning of period657 792 
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period215,716 260,773 
Cash and cash equivalents, end of period204,181 211,280 
Cash included in advertising fund assets, restricted, end of period40,465 47,877 
Restricted cash, end of period4,414 657 
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period$249,060 $259,814 
8

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

The following information provides definitions and reconciliations of the non-GAAP financial measures presented in this earnings release to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP). The Company has provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in this earnings release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this earnings release. The non-GAAP financial measures in this earnings release may differ from similarly titled measures used by other companies.

Non-GAAP Financial Measures in Outlook

Driven Brands includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”) and Adjusted Earnings per Share (“Adjusted EPS”) in the Company’s Fiscal Year 2024 Outlook. Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures and have not been reconciled to the most comparable GAAP financial measures because it is not possible to do so without unreasonable efforts due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide an outlook for the comparable GAAP measures. Forward-looking estimates of Adjusted EBITDA and Adjusted EPS are made in a manner consistent with the relevant definitions and assumptions noted herein and in our filings with the SEC.

Adjusted Net Income and Adjusted Earnings Per Share

Adjusted Net Income and Adjusted EPS are considered non-GAAP financial measures under the SEC’s rules because they exclude certain amounts included in the net income attributable to Driven Brands common stockholders and diluted earnings per share attributable to Driven Brands common stockholders calculated in accordance with GAAP. Management believes that Adjusted Net Income and Adjusted EPS are meaningful measures to share with investors because they facilitate comparison of the current period performance with that of the comparable prior period. In addition, Adjusted Net Income and Adjusted EPS afford investors a view of what management considers to be Driven Brands’ core earnings performance as well as the ability to make a more informed assessment of such earnings performance with that of the prior period.
The tables below reflect the calculation of Adjusted Net Income and Adjusted Earnings Per Share for the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023.
9

Net (Loss) Income to Adjusted Net Income and Adjusted Earnings Per Share (Unaudited)
Three Months EndedNine Months Ended
(in thousands, except per share data)September 28, 2024September 30, 2023September 28, 2024September 30, 2023
Net (loss) income $(14,947)$(799,311)$19,473 $(731,813)
Acquisition related costs(a)
(606)1,667 1,459 7,264 
Non-core items and project costs, net(b)
6,426 1,486 16,263 6,113 
Cloud computing amortization(c)
1,022 991 3,436 991 
Share-based compensation expense(d)
12,798 2,681 35,641 9,730 
Foreign currency transaction loss , net(e)
765 2,980 5,767 3 
Goodwill impairment(f)
— 850,970 — 850,970 
Asset sale leaseback (gain) loss, net, impairment and closed store expenses(g)
36,275 125,473 55,465 119,637 
Loss on debt extinguishment (h)
205 — 205 — 
Amortization related to acquired intangible assets(i)
5,980 9,252 19,528 23,564 
Valuation allowance for deferred tax asset(j)
7,941 — 9,196 — 
Adjusted net income before tax impact of adjustments55,859 196,189 166,433 286,459 
Tax impact of adjustments(k)
(14,100)(166,320)(28,543)(171,783)
Adjusted net income41,759 29,869 137,890 114,676 
(Loss) earnings per share
Basic$(0.09)$(4.82)$0.12 $(4.40)
Diluted$(0.09)$(4.83)$0.12 $(4.41)
Adjusted earnings per share(1)
Basic$0.27 $0.18 $0.84 $0.69 
Diluted$0.26 $0.18 $0.84 $0.68 
Weighted average shares outstanding
Basic159,804 162,398 159,743 162,698 
Diluted159,804 162,398 160,713 162,698 
Weighted average shares outstanding for Adjusted Net Income
Basic159,804 162,398 159,743 162,698 
Diluted161,113 165,850 160,713 166,557 

(1)Adjusted Earnings Per Share is calculated under the two-class method. Under the two-class method, adjusted earnings per share is calculated using adjusted net income attributable to common shares, which is derived by reducing adjusted net income by the amount attributable to participating securities. Adjusted Net Income attributable to participating securities used in the basic earnings per share calculation was $1 million and $3 million for the three and nine months ended September 28, 2024, respectively. Adjusted Net Income attributable to participating securities used in the diluted earnings per share calculations was $1 million and $2 million for the three and nine months ended September 30, 2023.

10


Adjusted EBITDA

Adjusted EBITDA is considered a non-GAAP financial measure under the Securities and Exchange Commission’s (“SEC”) rules because it excludes certain amounts included in net income calculated in accordance with GAAP. Management believes that Adjusted EBITDA is a meaningful measure to share with investors because it facilitates comparison of the current period performance with that of the comparable prior period. In addition, Adjusted EBITDA affords investors a view of what management considers to be Driven Brand’s core operating performance as well as the ability to make a more informed assessment of such operating performance as compared with that of the prior period.

Please see the company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed with the SEC on February 28, 2024, for additional information on Adjusted EBITDA. The tables below reflect the calculation of Adjusted EBITDA for the three and nine months ended September 28, 2024, compared to the three and nine months ended September 30, 2023.





























11


Net (Loss) Income to Adjusted EBITDA Reconciliation (Unaudited)
Three Months EndedNine Months Ended
(in thousands)September 28, 2024September 30, 2023September 28, 2024September 30, 2023
Net (loss) income$(14,947)$(799,311)$19,473 $(731,813)
Income tax expense (benefit)9,807 (151,818)33,842 (120,572)
Interest expense, net43,677 41,292 119,245 120,304 
Depreciation and amortization43,357 45,639 131,219 129,256 
EBITDA81,894 (864,198)303,779 (602,825)
Acquisition related costs(a)
(606)1,667 1,459 7,264 
Non-core items and project costs, net(b)
6,426 1,486 16,263 6,113 
Cloud computing amortization(c)
1,022 991 3,436 991 
Share-based compensation expense(d)
12,798 2,681 35,641 9,730 
Foreign currency transaction loss, net(e)
765 2,980 5,767 3 
Goodwill impairment(f)
— 850,970 — 850,970 
Asset sale leaseback (gain) loss, net, impairment and closed store expenses(g)
36,275 125,473 55,465 119,637 
Loss on debt extinguishment (h)
$205 — 205 — 
Adjusted EBITDA$138,779 $122,050 $422,015 $391,883 













12



Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share Footnotes
(a) Consists of acquisition costs as reflected within the unaudited 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 U.S. GAAP, such costs relating to acquisitions are expensed as incurred and not capitalized.
(b)     Consists of discrete items and project costs, including third party consulting and professional fees associated with strategic transformation initiatives as well as non-recurring payroll-related costs.
(c) Includes non-cash amortization expenses relating to cloud computing arrangements.
(d)     Represents non-cash shared-based compensation expense.
(e)    Represents foreign currency transaction (gains) losses, net that primarily related to the remeasurement of our intercompany loans as well as gains and losses on cross currency swaps and forward contracts.
(f)     Relates to a goodwill impairment within the Car Wash segment.
(g)     Relates to (gains) losses, net on sale leasebacks, impairment of certain fixed assets and operating lease right-of-use assets related to closed and underperforming locations, assets held for sale, and lease exit costs and other costs associated with stores that were closed prior to the respective lease termination dates.
(h)    Represents charges incurred related to the Company’s partial repayment of Senior Secured Notes in conjunction with the sale of its Canadian distribution business.
(i)    Consists of amortization related to acquired intangible assets as reflected within depreciation and amortization in the unaudited consolidated statement of operations.
(j)    Represents valuation allowances on income tax carryforwards in certain domestic jurisdictions that are not more likely than not to be realized.
(k)     Represents the tax impact of adjustments associated with the reconciling items between net income and Adjusted Net Income, excluding the provision for uncertain tax positions. To determine the tax impact of the deductible reconciling items, we utilized statutory income tax rates ranging from 9% to 36% depending upon the tax attributes of each adjustment and the applicable jurisdiction.
13

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
ADJUSTED EBITDA AND SEGMENT ADJUSTED EBITDA RECONCILIATION (UNAUDITED)
Three Months EndedNine Months Ended
(in thousands)September 28, 2024September 30, 2023September 28, 2024September 30, 2023
Segment Adjusted EBITDA:
Maintenance$96,666 $85,483 $291,037 $242,528 
Car Wash25,563 20,494 88,469 101,303 
Paint, Collision & Glass34,703 32,545 100,695 109,052 
Platform Services22,467 22,396 67,649 61,923 
Corporate and other(39,144)(37,497)(122,156)(119,149)
Store opening costs(1,476)(1,372)(3,679)(3,774)
     Adjusted EBITDA$138,779 $122,049 $422,015 $391,883 



14

DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
ADDITIONAL INFORMATION ON KEY PERFORMANCE INDICATORS (UNAUDITED)
Three Months Ended September 28, 2024
(in thousands)MaintenanceCar WashPaint,
Collision &
Glass		Platform
Services		Total
System-wide Sales
Franchise stores$304,892 $— $791,830 $106,943 $1,203,665 
Company-operated stores231,050 90,451 65,380 1,251 388,132 
Independently operated stores— 49,959 — — 49,959 
Total System-wide Sales$535,942 $140,410 $857,210 $108,194 $1,641,756 
Store Count (in whole numbers)
Franchise stores1,204 — 1,669 2053,078 
Company-operated stores695 388 228 11,312 
Independently operated stores— 719 — — 719 
Total Store Count1,899 1,107 1,897 206 5,109 
Three Months Ended September 30, 2023
(in thousands)MaintenanceCar WashPaint,
Collision &
Glass		Platform
Services		Total
System-wide Sales
Franchise stores$298,022 $— $760,437 $117,957 $1,176,416 
Company-operated stores204,460 98,132 85,207 1,242 389,041 
Independently operated stores— 43,582 — — 43,582 
Total System-wide Sales$502,482 $141,714 $845,644 $119,199 $1,609,039 
Store Count (in whole numbers)
Franchise stores1,108 — 1,662 207 2,977 
Company-operated stores6244182581 1,301 
Independently operated stores— 715— — 715 
Total Store Count1,732 1,133 1,920 208 4,993 

15

Nine Months Ended September 28, 2024
(in thousands)MaintenanceCar WashPaint,
Collision &
Glass		Platform
Services		Total
System-wide Sales
Franchise stores$888,316 $— $2,406,078 $298,744 $3,593,138 
Company-operated stores682,730 275,889 195,412 3,238 1,157,269 
Independently operated stores— 163,286 — — 163,286 
Total System-wide Sales$1,571,046 $439,175 $2,601,490 $301,982 $4,913,693 
Store Count (in whole numbers)
Franchise stores1,204 — 1,669 2053,078 
Company-operated stores695 388 228 11,312 
Independently operated stores— 719 — — 719 
Total Store Count1,899 1,107 1,897 206 5,109 
Nine Months Ended September 30, 2023
(in thousands)MaintenanceCar WashPaint,
Collision &
Glass		Platform
Services		Total
System-wide Sales
Franchise stores$823,656 $— $2,305,420 $324,608 $3,453,684 
Company-operated stores605,393 302,193 248,796 $3,303 1,159,685 
Independently operated stores— 157,647 — — 157,647 
Total System-wide Sales$1,429,049 $459,840 $2,554,216 $327,911 $4,771,016 
Store Count (in whole numbers)
Franchise stores1,108 — 1,662 2072,977 
Company-operated stores62441825811,301 
Independently operated stores— 715— — 715 
Total Store Count1,732 1,133 1,920 208 4,993 





16
v3.24.3
Cover
Oct. 31, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 31, 2024
Entity File Number 001-39898
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol DRVN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Central Index Key 0001804745
Amendment Flag false
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