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CLOSED · 03:00 ET
Market ClerkRecap
Tue Oct 27 · markets closed1 signal on Oct 26140 insider buys this week · $73.9MCIRO short report next: Oct 30The week ahead

DRVN

Driven Brands Holdings Inc.
NASDAQ · CONSUMER DISCRETIONARY · SERVICES-AUTOMOTIVE REPAIR, SERVICES & PARKING
11.69
−0.05 −0.43%
USD · close Oct 26

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How DRVN rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
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New in FY2025

  • Foreign Exchange Risk We are exposed to market risk due to changes in currency exchange rate fluctuations for revenues generated by our operations in Canada and Europe which can adversely impact our net income and cash flows.
  • Our consolidated statements of operations and balance sheet accounts are also impacted by the re-measurement of non-functional currency transactions, such as intercompany loans denominated in foreign currency.
  • We have attempted to minimize this risk on certain securitization debt with a cross-currency swap to hedge our risk to changes between the U.S.
  • See Note 12 to the consolidated financial statements for additional details.
  • Impact of Inflation Inflation did not have a significant overall effect on our annual results of operations during 2025, 2024 or 2023.
  • Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) Consolidated Statements of Operations for the Years Ended December 27, 2025, December 28, 2024, and December 30, 2023 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 27, 2025, December 28, 2024, and December 30, 2023 Consolidated Balance Sheets as of December 27, 2025 and December 28, 2024 Consolidated Statements of Shareholders’ / Members’ Equity for the Years Ended December 27, 2025, December 28, 2024, and December 30, 2023 Consolidated Statements of Cash Flows for the Years Ended December 27, 2025, December 28, 2024, and December 30, 2023 Notes to the Consolidated Financial Statements 82 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Driven Brands Holdings Inc.
  • Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Driven Brands Holdings Inc. and its subsidiaries (the “Company”) as of December 27, 2025 and December 28, 2024, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders’ equity and of cash flows for each of the three years in the period ended December 27, 2025, including the related notes (collectively referred to as the “consolidated financial statements”).
  • We also have audited the Company's internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
  • In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2025 in conformity with accounting principles generally accepted in the United States of America.
  • Also in our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO because material weaknesses in internal control over financial reporting existed as of that date as the Company did not design and maintain (i) an effective control environment commensurate with its financial reporting requirements; (ii) effective controls related to account reconciliations; (iii) effective controls over leases; (iv) effective controls related to intercompany and consolidation transactions; and (v) effective controls over manual journal entries.
  • A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
  • The material weaknesses referred to above are described in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A.
  • We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.
  • Restatement of Previously Issued Financial Statements As discussed in Note 3 to the consolidated financial statements, the Company has restated its 2024 and 2023 financial statements to correct misstatements.
  • See also the “Accounting for Leases and Lease Modifications” critical audit matter.
  • Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management's report referred to above.
  • Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
  • The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
  • Accounting for Leases and Lease Modifications As described in Notes 2 and 11 to the consolidated financial statements, the Company’s lease and sublease portfolio primarily consists of the real property leases related to franchisee and company-operated locations, as well as office space and vehicle and equipment leases.
  • As of December 27, 2025, right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities were $513.5 million, $47.1 million, and $501.5 million for operating leases and $24.3 million, $6.7 million, and $19.2 million for finance leases.
  • At contract inception, the Company determines whether the contract is or contains a lease based on the terms and conditions of the contract.
  • Lease contracts with terms of more than one year are recognized as ROU assets and lease liabilities upon lease commencement.
  • For new lease agreements entered into or leases reassessed upon modification, the Company combines lease and non-lease components.
  • Certain leases include renewal and termination options.
  • These renewals are included in the lease term in determining the ROU assets and liabilities when the Company is reasonably certain they will exercise the option.
  • The Company remeasures lease payments and reassesses lease classification upon lease modification, if certain conditions are present.
  • See also the “Restatement of Previously Issued Financial Statements” section of our report.
  • The principal considerations for our determination that performing procedures relating to the accounting for leases and lease modifications is a critical audit matter are a high degree of auditor judgment, subjectivity, and effort in performing procedures related to the Company’s accounting for leases and lease modifications.
  • As described in the “Opinions on the Financial Statements and Internal Control over Financial Reporting” section, material weaknesses were identified that impacted this matter.
  • These procedures included obtaining an understanding of controls related to the leasing process, including controls over the initial recognition of and subsequent accounting for lease right-of-use assets and lease liabilities.
  • These procedures also included, among others, testing the completeness of data used in the Company’s lease portfolio and, for a sample of leases, evaluating the Company’s recognition and measurement of right-of-use assets and lease liabilities by (i) reading source documents, such as lease agreements; (ii) evaluating the appropriateness of management’s lease classification analysis; (iii) testing the accuracy of the lease right-of-use asset and lease liability recognized; and (iv) evaluating management’s assessment of the accounting implications of lease renewals.
  • Annual Goodwill Impairment Assessment – A Certain Reporting Unit in the Franchise Brands and the Reporting Units in the Auto Glass Now Reportable Segments As described in Notes 2 and 7 to the consolidated financial statements, the Company’s goodwill balance was $1.2 billion as of December 27, 2025, and the goodwill of the Franchise Brands and Auto Glass Now reportable segments were $626.9 million, a portion of which relates to a certain reporting unit, and $149.3 million, respectively.
  • Management uses an income approach (the discounted cash flow method) and a market approach (the guideline public company method) to determine the fair value of the reporting units.
  • Assumptions used under the discounted cash flow method include the discount rates, revenue growth rates, long-term revenue growth rates, EBITDA margins, capital expenditures, and tax rates.
  • Assumptions used under the guideline public company method include the selection of guideline companies and the valuation multiples applied.
  • The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of a certain reporting unit in the Franchise Brands and the reporting units in the Auto Glass Now reportable segments is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) discount rate, revenue growth rates, and EBITDA margins used in the discounted cash flow method for a certain reporting unit in the Franchise Brands and the reporting units in the Auto Glass Now reportable segments and (b) selection of guideline companies and valuation multiples applied used in the guideline public company method for such reporting units; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
  • These procedures included testing the effectiveness of controls relating to management’s annual goodwill impairment assessment, including controls over the valuation of a certain reporting unit in the Franchise Brands and the reporting units in the Auto Glass Now reportable segments.
  • These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the reporting units; (ii) evaluating the appropriateness of the discounted cash flow method and guideline public company method used by management; (iii) testing the completeness and accuracy of the underlying data used in the methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to (a) discount rate, revenue growth rates, and EBITDA margins used in the discounted cash flow method and (b) selection of guideline companies and valuation multiples applied used in the guideline public company method.
  • Evaluating management’s assumptions related to revenue growth rates and EBITDA margins involved evaluating whether the assumptions used by management were reasonable considering (i) the current performance of the reporting units; (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit; and (iii) the consistency with external market and industry data.
  • Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and the guideline public company method and (ii) the reasonableness of the assumptions related to the discount rate, selection of guideline companies, and valuation multiples applied. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina May 19, 2026 We have served as the Company’s auditor since 2022.

and 1011 more.

Gone since FY2024

  • Foreign Exchange Risk We are exposed to market risk due to changes in currency exchange rate fluctuations for revenues generated by our operations in Canada, Europe, and Australia, which can adversely impact our net income and cash flows.
  • Our consolidated statement of operations and balance sheet accounts are also impacted by the re-measurement of non-functional currency transactions, such as intercompany loans denominated in foreign currency.
  • We have attempted to minimize this risk on certain securitization debt with a foreign currency forward contract to hedge our risk to changes between the U.S.
  • See Note 11 to the consolidated financial statements for additional details.
  • Impact of Inflation Inflation did not have a significant overall effect on our annual results of operations during 2024, 2023 or 2022.
  • Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) Consolidated Statements of Operations for the Years Ended December 28, 2024, December 30, 2023, and December 31, 2022 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 28, 2024, December 30, 2023, and December 31, 2022 Consolidated Balance Sheets as of December 28, 2024 and December 30, 2023 Consolidated Statements of Shareholders’ / Members’ Equity for the Years Ended December 28, 2024, December 30, 2023, and December 31, 2022 Consolidated Statements of Cash Flows for the Years Ended December 28, 2024, December 30, 2023, and December 31, 2022 Notes to the Consolidated Financial Statements 70 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Driven Brands Holdings Inc.
  • Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Driven Brands Holdings Inc. and its subsidiaries (the "Company") as of December 28, 2024 and December 30, 2023, and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 28, 2024, including the related notes (collectively referred to as the "consolidated financial statements").
  • We also have audited the Company's internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
  • In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 28, 2024 and December 30, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 28, 2024 in conformity with accounting principles generally accepted in the United States of America.
  • Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
  • Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A.
  • Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
  • The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
  • Annual Goodwill Impairment Assessment – Car Wash International Reporting Unit As described in Notes 2 and 6 to the consolidated financial statements, the Company’s goodwill balance was $1.4 billion as of December 28, 2024, and the goodwill of the Car Wash reportable segment was $197.5 million, which relates to the Car Wash International reporting unit.
  • Management uses the income approach method of valuation that includes the discounted cash flow method, and the market approach that includes the guideline public company method, to determine the fair value of the reporting units.
  • Significant assumptions used by management in estimating fair value under the discounted cash flow model include the discount rates, revenue growth rates, long-term revenue growth rates, EBITDA margins, capital expenditures, and tax rates.
  • The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment of the Car Wash International reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Car Wash International reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) discount rate, revenue growth rates, long-term revenue growth rate, EBITDA margins, capital expenditures, and tax rate used in the discounted cash flow method and (b) selection of guideline companies and valuation multiples applied used in the guideline public company method; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
  • These procedures included testing the effectiveness of controls relating to management’s annual goodwill impairment assessment, including controls over the valuation of the Car Wash International reporting unit.
  • These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of Car Wash International reporting unit; (ii) evaluating the appropriateness of the discounted cash flow method and guideline public company method used by management; (iii) testing the completeness and accuracy of the underlying data used in the methods; and (iv) evaluating the reasonableness of the significant assumptions used by management related to discount rate, revenue growth rates, long-term revenue growth rate, EBITDA margins, capital expenditures, and tax rate used in the discounted cash flow method and selection of guideline companies and valuation multiples applied in the guideline public company method.
  • Evaluating management’s assumptions related to revenue growth rates, long-term revenue growth rate, EBITDA margins, capital expenditures and tax rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Car Wash International reporting unit; (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit; and (iii) for assumptions other than capital expenditures, the consistency with external market and industry data.
  • Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and the guideline public company method and (ii) the reasonableness of the assumptions related to the discount rate, long-term revenue growth rate, selection of guideline companies, and valuation multiples applied. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina February 26, 2025 We have served as the Company’s auditor since 2022.
  • AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended (in thousands, except per share amounts) December 28, 2024 December 30, 2023 December 31, 2022 Net revenue: Franchise royalties and fees $ 188,634 $ 190,367 $ 171,734 Company-operated store sales 1,544,932 1,526,353 1,324,408 Independently-operated store sales 212,396 196,395 195,157 Advertising contributions 101,316 98,850 87,750 Supply and other revenue 292,310 292,064 254,145 Total net revenue 2,339,588 2,304,029 2,033,194 Operating Expenses: Company-operated store expenses 993,090 1,004,472 812,262 Independently-operated store expenses 121,325 109,078 107,940 Advertising expenses 101,617 97,290 87,986 Supply and other expenses 139,658 158,436 145,481 Selling, general, and administrative expenses 554,775 462,117 401,660 Depreciation and amortization 180,112 175,296 147,156 Goodwill impairment — 850,970 — Asset impairment charges and lease terminations 389,242 132,903 131,105 Total operating expenses 2,479,819 2,990,562 1,833,590 Operating (loss) income ( 140,231 ) ( 686,533 ) 199,604 Other expenses, net: Interest expense, net 156,964 164,196 114,096 Foreign currency transaction loss (gain), net 20,239 ( 3,078 ) 17,168 Loss on debt extinguishment 205 — — Other expense, net 177,408 161,118 131,264 (Loss) income before taxes ( 317,639 ) ( 847,651 ) 68,340 Income tax (benefit) expense ( 25,143 ) ( 102,689 ) 25,167 Net (loss) income $ ( 292,496 ) $ ( 744,962 ) $ 43,173 Net loss attributable to non-controlling interest — — ( 15 ) Net (loss) income attributable to Driven Brands Holdings Inc. $ ( 292,496 ) $ ( 744,962 ) $ 43,188 (Loss) earnings per share: Basic $ ( 1.79 ) $ ( 4.50 ) $ 0.26 Diluted $ ( 1.82 ) $ ( 4.53 ) $ 0.25 Weighted average shares outstanding Basic 160,319 161,917 162,762 Diluted 160,319 161,917 166,743 The accompanying notes are an integral part of these consolidated financial statements.
  • AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Year Ended (in thousands) December 28, 2024 December 30, 2023 December 31, 2022 Net (loss) income $ ( 292,496 ) $ ( 744,962 ) $ 43,173 Other comprehensive income: Foreign currency translation adjustments ( 50,776 ) 26,098 ( 64,418 ) Unrealized (loss) gain from cash flow hedges, net of tax expense (benefit) of ($ 718 ), ($ 254 ), and $ 1,849 , respectively ( 2,720 ) ( 892 ) 5,941 Actuarial (loss) gain of defined pension plan, net of tax (benefit) expense of $ 0 , $ 18 , and $ 591 , respectively ( 201 ) ( 633 ) 1,049 Other comprehensive (loss) income, net ( 53,697 ) 24,573 ( 57,428 ) Total comprehensive loss ( 346,193 ) ( 720,389 ) ( 14,255 ) Comprehensive income (loss) attributable to non-controlling interests — 13 ( 36 ) Comprehensive loss attributable to Driven Brands Holdings Inc. $ ( 346,193 ) $ ( 720,402 ) $ ( 14,219 ) The accompanying notes are an integral part of these consolidated financial statements.
  • AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) December 28, 2024 December 30, 2023 Assets Current assets: Cash and cash equivalents $ 169,954 $ 176,522 Restricted cash 358 657 Accounts and notes receivable, net 179,609 151,259 Inventory 67,527 83,171 Prepaid and other assets 42,271 46,714 Income tax receivable 13,706 15,928 Assets held for sale 134,297 301,229 Advertising fund assets, restricted 49,716 45,627 Total current assets 657,438 821,107 Other assets 125,422 56,565 Property and equipment, net 1,024,168 1,438,496 Operating lease right-of-use assets 1,370,355 1,389,316 Deferred commissions 7,246 6,312 Intangibles, net 665,896 739,402 Goodwill 1,403,056 1,455,946 Deferred tax assets 8,206 3,660 Total assets $ 5,261,787 $ 5,910,804 Liabilities and shareholders' equity Current liabilities: Accounts payable $ 95,260 $ 67,526 Accrued expenses and other liabilities 253,880 242,171 Income tax payable 6,860 5,404 Current portion of long-term debt 33,189 32,673 Income tax receivable liability 22,676 56,001 Advertising fund liabilities 22,030 23,392 Total current liabilities 433,895 427,167 Long-term debt 2,660,355 2,910,812 Deferred tax liabilities 87,485 154,742 Operating lease liabilities 1,303,033 1,332,519 Income tax receivable liability 110,935 117,915 Deferred revenue 31,314 30,507 Long-term accrued expenses and other liabilities 27,436 30,419 Total liabilities 4,654,453 5,004,081 Commitments and contingencies (Note 17) 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 163,842,248 and 163,965,231 shares outstanding; respectively 1,638 1,640 Additional paid-in capital 1,699,851 1,652,401 Accumulated deficit ( 1,002,583 ) ( 710,087 ) Accumulated other comprehensive loss ( 91,572 ) ( 37,875 ) Total shareholders’ equity attributable to Driven Brands Holdings Inc. 607,334 906,079 Non-controlling interests — 644 Total shareholders' equity 607,334 906,723 Total liabilities and shareholders' equity $ 5,261,787 $ 5,910,804 The accompanying notes are an integral part of these consolidated financial statements.
  • AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Year Ended December 28, 2024 December 30, 2023 December 31, 2022 (in thousands, except share amounts) Shares Amount Shares Amount Shares Amount Preferred stock, $ 0.01 par value per share — $ — — $ — — $ — Common stock, $ 0.01 par value per share Balance at beginning of period 163,965,231 $ 1,640 167,404,047 $ 1,674 167,380,450 $ 1,674 Stock issued relating to Employee Stock Purchase Plan 73,196 — 82,546 1 143,707 1 Shares issued for exercise/vesting of share-based compensation awards 256,191 3 354,093 4 35,788 — Share repurchases — — ( 3,601,694 ) ( 36 ) — — Forfeiture of restricted stock awards ( 452,370 ) ( 5 ) ( 273,761 ) ( 3 ) ( 155,898 ) ( 1 ) Balance at end of period 163,842,248 $ 1,638 163,965,231 $ 1,640 167,404,047 $ 1,674 Additional paid-in capital Balance at beginning of period $ 1,652,401 $ 1,628,904 $ 1,605,890 Share-based compensation expense 48,139 15,300 20,583 Exercise of stock options — 6,117 354 Stock issued relating to Employee Stock Purchase Plan 904 2,080 2,077 Tax obligations for share-based compensation ( 1,593 ) — — Balance at end of period $ 1,699,851 $ 1,652,401 $ 1,628,904 (Accumulated deficit) retained earnings Balance at beginning of period $ ( 710,087 ) $ 84,795 $ 41,607 Share repurchases — ( 49,920 ) — Net (loss) income ( 292,496 ) ( 744,962 ) 43,188 Balance at end of period $ ( 1,002,583 ) $ ( 710,087 ) $ 84,795 Accumulated other comprehensive loss Balance at beginning of period $ ( 37,875 ) $ ( 62,435 ) $ ( 5,028 ) Other comprehensive (loss) income ( 53,697 ) 24,560 ( 57,407 ) Balance at end of period $ ( 91,572 ) $ ( 37,875 ) $ ( 62,435 ) Non-controlling interests Balance at beginning of period $ 644 $ 631 $ 1,099 Net loss — — ( 15 ) Other comprehensive income (loss) — 13 ( 21 ) Divestiture of Denmark car wash operations — — ( 432 ) Acquisition of non-controlling interest ( 644 ) — — Balance at end of period $ — $ 644 $ 631 Total shareholders’ equity $ 607,334 $ 906,723 $ 1,653,569 The accompanying notes are an integral part of these consolidated financial statements.
  • AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended (in thousands) December 28, 2024 December 30, 2023 December 31, 2022 Net (loss) income $ ( 292,496 ) $ ( 744,962 ) $ 43,173 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization 180,112 175,296 147,156 Goodwill impairment — 850,970 — Trade name impairment — — 125,450 Share-based compensation expense 48,139 15,300 20,583 Loss (gain) on foreign denominated transactions 29,413 ( 2,022 ) 17,147 (Gain) loss on foreign currency derivatives ( 9,174 ) ( 1,056 ) 21 Loss (gain) on sale and disposal of businesses, fixed assets, and sale leaseback transactions 35,722 4,909 ( 34,854 ) Reclassification of interest rate hedge to income ( 2,094 ) ( 2,077 ) ( 542 ) Bad debt expense 6,672 1,938 5,777 Asset impairment charges and lease terminations 389,242 132,903 5,655 Amortization of deferred financing costs and bond discounts 9,759 10,307 8,450 Amortization of cloud computing 8,270 1,923 — (Benefit) provision for deferred income taxes ( 66,594 ) ( 125,804 ) 20,567 Loss on extinguishment of debt 205 — — Other, net ( 22,648 ) 22,320 ( 21 ) Changes in assets and liabilities, net of acquisitions: Accounts and notes receivable, net ( 48,190 ) 13,561 ( 58,837 ) Inventory 2,618 ( 11,731 ) ( 22,712 ) Prepaid and other assets 3,467 ( 6,877 ) ( 30,418 ) Advertising fund assets and liabilities, restricted ( 5,031 ) ( 16,861 ) 12,698 Other assets ( 85,491 ) ( 39,814 ) ( 23,378 ) Deferred commissions 934 418 3,407 Deferred revenue 832 1,937 1,925 Accounts payable 29,397 7,390 ( 34,634 ) Accrued expenses and other liabilities 17,588 ( 52,854 ) 2,898 Income tax receivable 10,795 53 ( 12,335 ) Cash provided by operating activities 241,447 235,167 197,176 Cash flows from investing activities: Capital expenditures ( 288,504 ) ( 596,478 ) ( 436,205 ) Cash used in business acquisitions, net of cash acquired ( 2,990 ) ( 59,574 ) ( 763,061 ) Proceeds from sale leaseback transactions 51,371 194,658 333,798 Proceeds from sale or disposal of businesses and fixed assets 299,142 9,987 25,188 Cash provided by (used in) investing activities 59,019 ( 451,407 ) ( 840,280 ) Cash flows from financing activities: Payment of debt extinguishment and issuance costs ( 9,646 ) — ( 7,172 ) Proceeds from the issuance of long-term debt 274,794 — 365,000 Repayment of long-term debt ( 465,443 ) ( 27,971 ) ( 23,912 ) Proceeds from revolving lines of credit and short-term debt 46,000 378,000 435,000 Repayment of revolving lines of credit and short-term debt ( 104,000 ) ( 130,000 ) ( 435,000 ) Repayment of principal portion of finance lease liability ( 3,931 ) ( 5,165 ) ( 3,369 ) Payment of Tax Receivable Agreement ( 38,374 ) — — Acquisition of non-controlling interest ( 644 ) — — Share repurchases — ( 49,956 ) — Proceeds from the termination of interest rate swap — — 10,870 Tax obligations for share-based compensation ( 1,593 ) — — Stock option exercises — 6,117 340 Other, net — ( 326 ) 1,611 Cash (used in) provided by financing activities ( 302,837 ) 170,699 343,368 Effect of exchange rate changes on cash ( 4,103 ) 484 ( 2,283 ) Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted ( 6,474 ) ( 45,057 ) ( 302,019 ) Cash and cash equivalents, beginning of period 176,522 227,110 523,414 Cash included in advertising fund assets, restricted, beginning of period 38,537 32,871 38,586 Restricted cash, beginning of period 657 792 792 Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period 215,716 260,773 562,792 Cash and cash equivalents, end of period 169,954 176,522 227,110 Cash included in advertising fund assets, restricted, end of period 38,930 38,537 32,871 Restricted cash, end of period 358 657 792 Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period $ 209,242 $ 215,716 $ 260,773 Supplemental cash flow disclosures - non-cash items: Capital expenditures included in accrued expenses and other liabilities $ 16,484 $ 33,695 $ 18,857 Deferred consideration included in accrued expenses and other liabilities 1,596 3,311 35,007 Supplemental cash flow disclosures - cash paid for: Interest $ 147,748 $ 156,083 $ 113,226 Income taxes 37,144 22,947 17,220 The accompanying notes are an integral part of these consolidated financial statements.
  • NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1— 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”).
  • Driven Brands is the largest automotive services company in North America with a growing and highly-franchised base of approximately 5,200 franchised, independently-operated, and company-operated locations across 49 U.S. states and 13 other countries.
  • The Company has a portfolio of highly recognized brands, including Take 5 Oil Change ® , Meineke Car Care Centers ® , MAACO ® , Take 5 Car Wash ® , CARSTAR ® , AutoGlassNow ® , Fix Auto, and 1-800-Radiator & A/C ® that compete in the automotive services industry.
  • 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 our pre-IPO shareholders.
  • The Company previously entered into a 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 or divests.
  • The Company recorded a current income tax receivable liability of $ 23 million and $ 56 million as of December 28, 2024 and December 30, 2023, respectively, and a non-current income tax receivable liability of $ 111 million and $ 118 million as of December 28, 2024 and December 30, 2023, respectively, on the consolidated balance sheets.
  • We made payments of approximately $ 38 million under the Tax Receivable Agreement in 2024.
  • Our fiscal years ending December 28, 2024 and December 30, 2023 each consisted of 52 weeks, and our 2022 fiscal year ending December 31, 2022 consisted of 53 weeks.
  • The Car Wash segment is consolidated based on a calendar month end.
  • GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission.
  • All significant intercompany balances and transactions have been eliminated in consolidation.
  • The twelve months ended December 28, 2024 include an adjustment to the consolidated balance sheet and consolidated statement of operations that originated in the prior year.
  • The adjustment decreased current assets $ 4 million, decreased property and equipment, net $ 5 million, and increased selling, general, and administrative expenses by $ 9 million.
  • The Company evaluated the materiality of the adjustment on prior period financial statements, recorded the adjustment in the current period, and concluded the effect of the adjustment was immaterial to both the current and prior financial statements.

and 403 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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