| Restatement and Recast of Quarterly Financial Information (Unaudited) |
Restatement and Recast of Quarterly Financial Information (Unaudited) Quarterly Financial Information The following tables set forth selected unaudited quarterly financial information for fiscal years 2025 and 2024. This unaudited quarterly financial information has been corrected for errors described in Note 3 and recast to remove the effect of discontinued operations. See below and Note 18 for more information regarding discontinued operations. This information has been prepared on the same basis as the audited consolidated financial statements and, in the opinion of the Company, contains all adjustments necessary for a fair statement thereof. Net income (loss) per share calculations are based on the weighted average common shares outstanding for each period presented. Accordingly, the sum of the quarterly net income (loss) per share amounts may not equal the per share amount reported for the year. | | | | | | | | | | | | | | | | | | | | | | | | | | | 2025 | | Q1 | | Q2 | | Q3 | | Q4 | | (in thousands) | As Restated and Recast | | As Restated and Recast | | As Restated and Recast | | | | Net revenues | $ | 447,612 | | | $ | 475,213 | | | $ | 479,511 | | | $ | 460,102 | | | Operating expenses | 392,855 | | 428,164 | | 428,404 | | 381,905 | | Operating income | 54,757 | | 47,049 | | 51,107 | | 78,197 | | Net income from continuing operations | 13,508 | | | 16,432 | | | 61,416 | | | 40,717 | | Gain (loss) on sale of discontinued operations, net of tax | — | | | 38,948 | | | — | | | (3,196) | | | Loss from discontinued operations, net of tax | (3,582) | | | (1,336) | | | (6,408) | | | (16,337) | | | Net income | $ | 9,926 | | | $ | 54,044 | | | $ | 55,008 | | | $ | 21,184 | | | Net diluted earnings per share from continuing operations | $ | 0.08 | | | $ | 0.10 | | | $ | 0.37 | | | $ | 0.25 | | | Net diluted (loss) earnings per share from discontinued operations | (0.02) | | | 0.23 | | | (0.04) | | | (0.12) | | | Net diluted earnings per share | $ | 0.06 | | | $ | 0.33 | | | $ | 0.33 | | | $ | 0.13 | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | Q1 | | Q2 | | Q3 | | Q4 | | | | (in thousands) | As Restated and Recast | | As Restated and Recast | | As Restated and Recast | | As Restated and Recast | | | | Net revenues | $ | 425,431 | | | $ | 454,524 | | | $ | 445,315 | | | $ | 427,206 | | | | | Operating expenses | 361,949 | | 382,171 | | 397,126 | | 411,411 | | | | Operating income | 63,482 | | 72,353 | | 48,189 | | 15,795 | | | | Net income (loss) from continuing operations | 9,580 | | 22,590 | | (11,363) | | (20,261) | | | | | | | | | | | | | | Loss from discontinued operations, net of tax | (3,640) | | | (964) | | | (6,843) | | | (286,552) | | | | | Net income (loss) | $ | 5,940 | | | $ | 21,626 | | | $ | (18,206) | | | $ | (306,813) | | | | | Net diluted earnings (loss) per share from continuing operations | $ | 0.06 | | | $ | 0.14 | | | $ | (0.07) | | | $ | (0.13) | | | | | Net diluted loss per share from discontinued operations | (0.02) | | | (0.01) | | | (0.04) | | | (1.79) | | | | | Net diluted earnings (loss) per share | $ | 0.04 | | | $ | 0.13 | | | $ | (0.11) | | | $ | (1.92) | | | |
Restatement and Recast of Previously Issued Unaudited Condensed Consolidated Financial Statements The Company has restated herein the previously issued unaudited consolidated statements of operations, consolidated statements of other comprehensive income (loss), consolidated balance sheets, consolidated statements of shareholders’ equity, and consolidated statements of cash flows for each interim period within fiscal years 2025 and 2024. Comparative amounts presented in the 2026 Quarterly Reports on Form 10-Q will retrospectively reflect the restatement and recast financial information. The Company has presented below a reconciliation from the previously reported to the restated amounts for the interim periods during fiscal years 2025 and 2024. The amounts labeled “As Previously Reported” were derived from the Quarterly Reports on Form 10-Q. As discussed in Note 18, on February 24, 2025, the Company entered into a definitive agreement to sell its U.S. Car Wash business. On April 10, 2025, the Company completed the sale. The net assets and operations of the disposal group met the criteria to be classified as “discontinued operations” and therefore previously reported amounts on the consolidated statements of operations, supplemental cash flow information within the consolidated statements of cash flows and consolidated balance sheets for all periods in 2024 as well as the first quarter in 2025 presented below already reflect the impacts of the sale of U.S. Car Wash as a discontinued operation. As further discussed in Note 18, on January 27, 2026, the Company completed the sale of ICW. The net assets and operations of the ICW disposal group met the criteria to be classified as discontinued operations beginning in the fourth quarter of 2025. As the ICW business was not previously presented as discontinued operations in the quarterly consolidated financial statements, the effects of the restatement and the recast of the ICW business as discontinued operations on the condensed consolidated financial statements are reflected in the tables below. Additionally, the following tables present the restatement adjustments discussed in Note 3 to previously issued consolidated financial statements and previously reported condensed consolidated financial statements for the interim periods during the years ended December 27, 2025 and December 28, 2024. DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 29, 2025 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 44,710 | | | $ | — | | | $ | 44,710 | | | $ | — | | | $ | 44,710 | | | | | | | | | | Company-operated store sales | 314,131 | | | — | | | 314,131 | | | — | | | 314,131 | | | | | | | | | | Independently-operated store sales | 66,640 | | | — | | | 66,640 | | | (66,640) | | | — | | | | | | | | | | Advertising contributions | 25,325 | | | — | | | 25,325 | | | — | | | 25,325 | | | | | | | | | | Supply and other revenue | 65,357 | | | (525) | | | 64,832 | | | (1,386) | | | 63,446 | | | | | | | | | | Total net revenue | 516,163 | | | (525) | | | 515,638 | | | (68,026) | | | 447,612 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 181,866 | | | 5,257 | | | 187,123 | | | — | | | 187,123 | | | | | | | | | | Independently-operated store expenses | 36,475 | | | 12 | | | 36,487 | | | (36,487) | | | — | | | | | | | | | | Advertising expenses | 25,325 | | | — | | | 25,325 | | | — | | | 25,325 | | | | | | | | | | Supply and other expenses | 35,028 | | | 1,324 | | | 36,352 | | | (915) | | | 35,437 | | | | | | | | | | Selling, general, and administrative expenses | 143,052 | | | (10,199) | | | 132,853 | | | (8,194) | | | 124,659 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | 33,152 | | | 389 | | | 33,541 | | | (13,230) | | | 20,311 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | 454,898 | | | (3,217) | | | 451,681 | | | (58,826) | | | 392,855 | | | | | | | | | | Operating income (loss) | 61,265 | | | 2,692 | | | 63,957 | | | (9,200) | | | 54,757 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 36,534 | | | (128) | | | 36,406 | | | (140) | | | 36,266 | | | | | | | | | | Foreign currency transaction loss (gain), net | 210 | | | (681) | | | (471) | | | — | | | (471) | | | | | | | | | | | | | | | | | | | | | | | | | | | Other expenses, net | 36,744 | | | (809) | | | 35,935 | | | (140) | | | 35,795 | | | | | | | | | | Income (loss) before taxes from continuing operations | 24,521 | | | 3,501 | | | 28,022 | | | (9,060) | | | 18,962 | | | | | | | | | | Income tax expense | 7,031 | | | 992 | | | 8,023 | | | (2,569) | | | 5,454 | | | | | | | | | | Net income (loss) from continuing operations | $ | 17,490 | | | $ | 2,509 | | | $ | 19,999 | | | $ | (6,491) | | | $ | 13,508 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net (loss) income from discontinued operations, net of tax | (11,984) | | | 1,911 | | | (10,073) | | | 6,491 | | | (3,582) | | | | | | | | | | Net income | $ | 5,506 | | | $ | 4,420 | | | $ | 9,926 | | | $ | — | | | $ | 9,926 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.11 | | | $ | 0.01 | | | $ | 0.12 | | | $ | (0.04) | | | $ | 0.08 | | | | | | | | | | Discontinued Operations | (0.07) | | | 0.01 | | | (0.06) | | | 0.04 | | | (0.02) | | | | | | | | | | Net basic earnings per share | $ | 0.04 | | | $ | 0.02 | | | $ | 0.06 | | | $ | — | | | $ | 0.06 | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.11 | | | $ | 0.01 | | | $ | 0.12 | | | $ | (0.04) | | | $ | 0.08 | | | | | | | | | | Discontinued Operations | (0.07) | | | 0.01 | | | (0.06) | | | 0.04 | | | (0.02) | | | | | | | | | | Net diluted earnings per share | $ | 0.04 | | | $ | 0.02 | | | $ | 0.06 | | | $ | — | | | $ | 0.06 | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 160,568 | | — | | 160,568 | | — | | 160,568 | | | | | | | | | Diluted | 161,818 | | — | | 161,818 | | — | | 161,818 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 29, 2025 | | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | Net income | | | | | | | | | $ | 5,506 | | | $ | 4,420 | | | $ | 9,926 | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | 20,758 | | | (2,746) | | | 18,012 | | | | | | | Unrealized loss from cash flow hedges, net of tax | | | | | | | | | (94) | | | (440) | | | (534) | | | | | | | Actuarial gain of defined pension plan, net of tax | | | | | | | | | 5 | | | — | | | 5 | | | | | | | Other comprehensive income (loss), net | | | | | | | | | 20,669 | | | (3,186) | | | 17,483 | | | | | | | Total comprehensive income | | | | | | | | | 26,175 | | | 1,234 | | | 27,409 | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive income attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | 26,175 | | | $ | 1,234 | | | $ | 27,409 | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | March 29, 2025 | | (in thousands, except share and per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | $ | 152,042 | | | $ | (30,329) | | | $ | 121,713 | | | $ | (26,200) | | | $ | 95,513 | | | Restricted cash | 332 | | | — | | | 332 | | | — | | | 332 | | | Accounts and notes receivable, net | 201,217 | | | (34,173) | | | 167,044 | | | (4,426) | | | 162,618 | | | Inventory | 63,829 | | | (4,787) | | | 59,042 | | | (10,390) | | | 48,652 | | | Prepaid and other assets | 47,771 | | | (4,318) | | | 43,453 | | | (13,922) | | | 29,531 | | | Income tax receivable | 12,917 | | | 17,613 | | | 30,530 | | | (2,715) | | | 27,815 | | | Advertising fund assets, restricted | 55,140 | | | (1,367) | | | 53,773 | | | — | | | 53,773 | | | Assets held for sale | 70,691 | | | 1,475 | | | 72,166 | | | — | | | 72,166 | | | Current assets of discontinued operations | 67,442 | | | (3,736) | | | 63,706 | | | 57,653 | | | 121,359 | | | Total current assets | 671,381 | | | (59,622) | | | 611,759 | | | — | | | 611,759 | | | Other assets | 127,278 | | | (6,393) | | | 120,885 | | | — | | | 120,885 | | | Property and equipment, net | 734,511 | | | 13,726 | | | 748,237 | | | (304,592) | | | 443,645 | | | Operating lease right-of-use assets | 535,242 | | | 42,762 | | | 578,004 | | | (122,455) | | | 455,549 | | | Deferred commissions | 7,315 | | | — | | | 7,315 | | | — | | | 7,315 | | | Intangibles, net | 662,417 | | | — | | | 662,417 | | | (31,859) | | | 630,558 | | | Goodwill | 1,413,298 | | | — | | | 1,413,298 | | | (206,906) | | | 1,206,392 | | | Deferred tax assets | 8,363 | | | 1,774 | | | 10,137 | | | (1,196) | | | 8,941 | | | Non-current assets of discontinued operations | 1,141,846 | | | (1,073) | | | 1,140,773 | | | 667,008 | | | 1,807,781 | | | Total assets | $ | 5,301,651 | | | $ | (8,826) | | | $ | 5,292,825 | | | $ | — | | | $ | 5,292,825 | | | Liabilities and shareholders' equity | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | $ | 110,377 | | | $ | 9,473 | | | $ | 119,850 | | | $ | (7,579) | | | $ | 112,271 | | | Accrued expenses and other liabilities | 201,955 | | | (2,233) | | | 199,722 | | | (44,399) | | | 155,323 | | | Income tax payable | 1,518 | | | (132) | | | 1,386 | | | (4,595) | | | (3,209) | | | Current portion of long-term debt | 32,234 | | | 1,587 | | | 33,821 | | | (50) | | | 33,771 | | | Tax receivable agreement payable | 22,674 | | | — | | | 22,674 | | | — | | | 22,674 | | | Advertising fund liabilities | 24,058 | | | 3,966 | | | 28,024 | | | — | | | 28,024 | | | Current liabilities of discontinued operations | 64,490 | | | 7,704 | | | 72,194 | | | 56,623 | | | 128,817 | | | Total current liabilities | 457,306 | | | 20,365 | | | 477,671 | | | — | | | 477,671 | | | Long-term debt | 2,616,272 | | | 2,310 | | | 2,618,582 | | | (86) | | | 2,618,496 | | | Deferred tax liabilities | 94,165 | | | (1,051) | | | 93,114 | | | (60,326) | | | 32,788 | | | Operating lease liabilities | 505,980 | | | 42,918 | | | 548,898 | | | (103,259) | | | 445,639 | | | Tax receivable agreement payable | 110,907 | | | (338) | | | 110,569 | | | — | | | 110,569 | | | Deferred revenue | 31,060 | | | 808 | | | 31,868 | | | — | | | 31,868 | | | Long-term accrued expenses and other liabilities | 19,867 | | | — | | | 19,867 | | | (18,271) | | | 1,596 | | | Non-current liabilities of discontinued operations | 822,851 | | | (12,030) | | | 810,821 | | | 181,942 | | | 992,763 | | | Total liabilities | 4,658,408 | | | 52,982 | | | 4,711,390 | | | — | | | 4,711,390 | | | | | | | | | | | | 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 164,274,617 shares outstanding | 1,643 | | | — | | | 1,643 | | | — | | | 1,643 | | | Additional paid-in capital | 1,709,580 | | | 8,244 | | | 1,717,824 | | | — | | | 1,717,824 | | | Accumulated deficit | (997,077) | | | (86,367) | | | (1,083,444) | | | — | | | (1,083,444) | | | Accumulated other comprehensive (loss) income | (70,903) | | | 16,315 | | | (54,588) | | | — | | | (54,588) | | | | | | | | | | | | | | | | | | | | | | | Total shareholders’ equity | 643,243 | | | (61,808) | | | 581,435 | | | — | | | 581,435 | | | | | | | | | | | | | | | | | | | | | | | Total liabilities and shareholders' equity | $ | 5,301,651 | | | $ | (8,826) | | | $ | 5,292,825 | | | $ | — | | | $ | 5,292,825 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 29, 2025 | | As Previously Reported | | Restatement Impacts | | As Restated | | (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 | 163,842,248 | | | $ | 1,638 | | | — | | | $ | — | | | 163,842,248 | | | $ | 1,638 | | | Stock issued relating to Employee Stock Purchase Plan | 44,693 | | | 1 | | | — | | | — | | | 44,693 | | | 1 | | | Shares issued for exercise/vesting of share-based compensation awards | 393,284 | | | 4 | | | — | | | — | | | 393,284 | | | 4 | | | Forfeiture of restricted stock awards | (5,608) | | | — | | | — | | | — | | | (5,608) | | | — | | | Balance at end of period | 164,274,617 | | | $ | 1,643 | | | — | | | $ | — | | | 164,274,617 | | | $ | 1,643 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,699,851 | | | | | $ | 7,722 | | | | | $ | 1,707,573 | | | Share-based compensation expense | | | 11,788 | | | | | 522 | | | | | 12,310 | | | Stock issued relating to Employee Stock Purchase Plan | | | 523 | | | | | — | | | | | 523 | | | Tax obligations for share-based compensation | | | (2,582) | | | | | — | | | | | (2,582) | | | Balance at end of period | | | $ | 1,709,580 | | | | | $ | 8,244 | | | | | $ | 1,717,824 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (1,002,583) | | | | | $ | (90,787) | | | | | $ | (1,093,370) | | | Net income | | | 5,506 | | | | | 4,420 | | | | | 9,926 | | | Balance at end of period | | | $ | (997,077) | | | | | $ | (86,367) | | | | | $ | (1,083,444) | | | Accumulated other comprehensive loss | | | | | | | | | | | | | Balance at beginning of period | | | $ | (91,572) | | | | | $ | 19,501 | | | | | $ | (72,071) | | | Other comprehensive income (loss) | | | 20,669 | | | | | (3,186) | | | | | 17,483 | | | Balance at end of period | | | $ | (70,903) | | | | | $ | 16,315 | | | | | $ | (54,588) | | | Total shareholders’ equity | | | $ | 643,243 | | | | | $ | (61,808) | | | | | $ | 581,435 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 29, 2025 | | | | | | | (in thousands) | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | | Net income | $ | 5,506 | | | $ | 4,420 | | | $ | 9,926 | | | | | | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | Depreciation and amortization | 35,355 | | | 389 | | | 35,744 | | | | | | | | Share-based compensation expense | 11,788 | | | 522 | | | 12,310 | | | | | | | | Gain on foreign denominated transactions | (132) | | | (241) | | | (373) | | | | | | | | Loss (gain) on foreign currency derivatives | 342 | | | (440) | | | (98) | | | | | | | | Loss (gain) on sale and disposal of businesses, fixed assets, and sale leaseback transactions | 12,933 | | | (6,382) | | | 6,551 | | | | | | | | Reclassification of interest rate hedge to income | (514) | | | — | | | (514) | | | | | | | | Bad debt expense | 4,510 | | | (28) | | | 4,482 | | | | | | | | Asset impairment charges and lease terminations | 5,813 | | | 4,169 | | | 9,982 | | | | | | | | Amortization of deferred financing costs and bond discounts | 3,089 | | | — | | | 3,089 | | | | | | | | Amortization of cloud computing | 1,881 | | | — | | | 1,881 | | | | | | | | Provision for deferred income taxes | 4,540 | | | 1,632 | | | 6,172 | | | | | | | | Other, net | (6,985) | | | (4,120) | | | (11,105) | | | | | | | | Changes in operating assets and liabilities, net of acquisitions: | | | | | | | | | | | | Accounts and notes receivable, net | (26,449) | | | (976) | | | (27,425) | | | | | | | | Inventory | 3,310 | | | (2,224) | | | 1,086 | | | | | | | | Prepaid and other assets | (5,079) | | | 1,323 | | | (3,756) | | | | | | | | Advertising fund assets and liabilities, restricted | (4,091) | | | — | | | (4,091) | | | | | | | | Other assets | (2,584) | | | 2,534 | | | (50) | | | | | | | | Deferred commissions | 69 | | | — | | | 69 | | | | | | | | Deferred revenue | (255) | | | 230 | | | (25) | | | | | | | | Accounts payable | 20,847 | | | 2,125 | | | 22,972 | | | | | | | | Accrued expenses and other liabilities | 18,122 | | | (1,704) | | | 16,418 | | | | | | | | Income tax receivable | (6,885) | | | (26) | | | (6,911) | | | | | | | | Cash provided by operating activities | 75,131 | | | 1,203 | | | 76,334 | | | | | | | | Cash flows from investing activities: | | | | | | | | | | | | Capital expenditures | (56,227) | | | (11,537) | | | (67,764) | | | | | | | | | | | | | | | | | | | Proceeds from sale leaseback transactions | 8,696 | | | — | | | 8,696 | | | | | | | | Proceeds from sale or disposal of businesses and fixed assets, net of cash sold | 3,519 | | | 8,813 | | | 12,332 | | | | | | | | Cash used in investing activities | (44,012) | | | (2,724) | | | (46,736) | | | | | | | | Cash flows from financing activities: | | | | | | | | | | | | Payment of debt extinguishment and issuance costs | (1,414) | | | — | | | (1,414) | | | | | | | | Repayment of long-term debt | (32,418) | | | — | | | (32,418) | | | | | | | | Proceeds from revolving lines of credit and short-term debt | 33,000 | | | — | | | 33,000 | | | | | | | | Repayment of revolving lines of credit and short-term debt | (43,000) | | | — | | | (43,000) | | | | | | | | Repayment of principal portion of finance lease liability | (1,353) | | | (664) | | | (2,017) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tax obligations for share-based compensation | (2,582) | | | — | | | (2,582) | | | | | | | | | | | | | | | | | | | Cash used in financing activities | (47,767) | | | (664) | | | (48,431) | | | | | | | | Effect of exchange rate changes on cash | 1,549 | | | — | | | 1,549 | | | | | | | | Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted | (15,099) | | | (2,185) | | | (17,284) | | | | | | | | Cash and cash equivalents, beginning of period | 169,954 | | | (28,144) | | | 141,810 | | | | | | | | Cash included in advertising fund assets, restricted, beginning of period | 38,930 | | | — | | | 38,930 | | | | | | | | Restricted cash, beginning of period | 358 | | | — | | | 358 | | | | | | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period | 209,242 | | | (28,144) | | | 181,098 | | | | | | | | Cash and cash equivalents, end of period | 155,584 | | | (30,329) | | | 125,255 | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | Cash included in advertising fund assets, restricted, end of period | 38,227 | | | — | | | 38,227 | | | | | | | | Restricted cash, end of period | 332 | | | — | | | 332 | | | | | | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period | $ | 194,143 | | | $ | (30,329) | | | $ | 163,814 | | | | | | | | | | | | | | | | | | | Supplemental cash flow disclosures - non-cash items: | | | | | | | | | | | | Capital expenditures included in accrued expenses and other liabilities | 8,092 | | | 2,168 | | | 10,260 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Supplemental cash flow disclosures - US Car Wash: | | | | | | | | | | | | Depreciation and amortization | 2,203 | | | — | | | 2,203 | | | | | | | | Capital expenditures | 2,948 | | | 1,709 | | | 4,657 | | | | | | | | Loss on sale or disposal of assets | 7,535 | | | — | | | 7,535 | | | | | | | | Asset impairment | 553 | | | (77) | | | 476 | | | | | | | | | | | | | | | | | | | Supplemental cash flow disclosures - International Car Wash: | | | | | | | | | | | | Depreciation and amortization | 13,230 | | | — | | | 13,230 | | | | | | | | Capital expenditures | 8,185 | | | — | | | 8,185 | | | | | | | | Gain on sale or disposal of assets | (306) | | | — | | | (306) | | | | | | | | Asset impairment | 65 | | | — | | | 65 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 30, 2024 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 45,045 | | | $ | — | | | $ | 45,045 | | | $ | — | | | $ | 45,045 | | | | | | | | | | Company-operated store sales | 284,229 | | | (269) | | | 283,960 | | | — | | | 283,960 | | | | | | | | | | Independently-operated store sales | 53,047 | | | — | | | 53,047 | | | (53,047) | | | — | | | | | | | | | | Advertising contributions | 24,070 | | | — | | | 24,070 | | | — | | | 24,070 | | | | | | | | | | Supply and other revenue | 75,601 | | | (1,804) | | | 73,797 | | | (1,441) | | | 72,356 | | | | | | | | | | Total net revenue | 481,992 | | | (2,073) | | | 479,919 | | | (54,488) | | | $ | 425,431 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 169,342 | | | (6,145) | | | 163,197 | | | — | | | 163,197 | | | | | | | | | | Independently-operated store expenses | 29,355 | | | — | | | 29,355 | | | (29,355) | | | — | | | | | | | | | | Advertising expenses | 24,070 | | | 294 | | | 24,364 | | | — | | | 24,364 | | | | | | | | | | Supply and other expenses | 36,216 | | | 6,686 | | | 42,902 | | | (985) | | | 41,917 | | | | | | | | | | Selling, general, and administrative expenses | 123,811 | | | (718) | | | 123,093 | | | (8,911) | | | 114,182 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | 31,116 | | | 175 | | | 31,291 | | | (13,002) | | | 18,289 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | 413,910 | | | 292 | | | 414,202 | | | (52,253) | | | 361,949 | | | | | | | | | | Operating income | 68,082 | | | (2,365) | | | 65,717 | | | (2,235) | | | 63,482 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 43,751 | | | (556) | | | 43,195 | | | (137) | | | 43,058 | | | | | | | | | | Foreign currency transaction loss, net | 4,321 | | | 133 | | | 4,454 | | | — | | | 4,454 | | | | | | | | | | | | | | | | | | | | | | | | | | | Other expenses, net | 48,072 | | | (423) | | | 47,649 | | | (137) | | | 47,512 | | | | | | | | | | Income (loss) before taxes from continuing operations | 20,010 | | | (1,942) | | | 18,068 | | | (2,098) | | | 15,970 | | | | | | | | | | Income tax expense (benefit) | 8,458 | | | (722) | | | 7,736 | | | (1,346) | | | 6,390 | | | | | | | | | | Net income (loss) from continuing operations | $ | 11,552 | | | $ | (1,220) | | | $ | 10,332 | | | $ | (752) | | | $ | 9,580 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net (loss) income from discontinued operations, net of tax | (7,291) | | | 2,899 | | | (4,392) | | | 752 | | | (3,640) | | | | | | | | | | Net income | $ | 4,261 | | | $ | 1,679 | | | $ | 5,940 | | | $ | — | | | $ | 5,940 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.07 | | | $ | (0.01) | | | $ | 0.06 | | | $ | — | | | $ | 0.06 | | | | | | | | | | Discontinued Operations | (0.04) | | | 0.02 | | | (0.02) | | | — | | | (0.02) | | | | | | | | | | Net basic earnings per share | $ | 0.03 | | | $ | 0.01 | | | $ | 0.04 | | | $ | — | | | $ | 0.04 | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.07 | | | $ | (0.01) | | | $ | 0.06 | | | $ | — | | | $ | 0.06 | | | | | | | | | | Discontinued Operations | (0.05) | | | 0.03 | | | (0.02) | | | — | | | (0.02) | | | | | | | | | | Net diluted earnings per share | $ | 0.02 | | | $ | 0.02 | | | $ | 0.04 | | | $ | — | | | $ | 0.04 | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 159,631 | | — | | 159,631 | | — | | 159,631 | | | | | | | | | Diluted | 160,604 | | — | | 160,604 | | — | | 160,604 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 30, 2024 | | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | Net income | | | | | | | | | $ | 4,261 | | | $ | 1,679 | | | $ | 5,940 | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | (15,907) | | | — | | | (15,907) | | | | | | | Unrealized loss (gain) from cash flow hedges, net of tax | | | | | | | | | (617) | | | 133 | | | (484) | | | | | | | Actuarial loss of defined pension plan, net of tax | | | | | | | | | (8) | | | — | | | (8) | | | | | | | Other comprehensive (loss) income, net | | | | | | | | | (16,532) | | | 133 | | | (16,399) | | | | | | | Total comprehensive (loss) income | | | | | | | | | (12,271) | | | 1,812 | | | (10,459) | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive (loss) income attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | (12,271) | | | $ | 1,812 | | | $ | (10,459) | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | March 30, 2024 | | (in thousands, except share and per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | $ | 165,513 | | | $ | (21,431) | | | $ | 144,082 | | | $ | (38,249) | | | $ | 105,833 | | | Restricted cash | 657 | | | — | | | 657 | | | — | | | 657 | | | Accounts and notes receivable, net | 165,992 | | | (24,438) | | | 141,554 | | | (6,001) | | | 135,553 | | | Inventory | 82,875 | | | (12,229) | | | 70,646 | | | (16,570) | | | 54,076 | | | Prepaid and other assets | 49,901 | | | (1,412) | | | 48,489 | | | (23,629) | | | 24,860 | | | Income tax receivable | 7,337 | | | 1,387 | | | 8,724 | | | (2,756) | | | 5,968 | | | Advertising fund assets, restricted | 52,711 | | | (168) | | | 52,543 | | | — | | | 52,543 | | | Assets held for sale | 290,818 | | | — | | | 290,818 | | | (52,025) | | | 238,793 | | | Current assets of discontinued operations | — | | | — | | | — | | | 139,230 | | | 139,230 | | | Total current assets | 815,804 | | | (58,291) | | | 757,513 | | | — | | | 757,513 | | | Other assets | 90,175 | | | (1,351) | | | 88,824 | | | (3,684) | | | 85,140 | | | Property and equipment, net | 1,425,882 | | | (3,940) | | | 1,421,942 | | | (1,033,819) | | | 388,123 | | | Operating lease right-of-use assets | 1,383,400 | | | 15,036 | | | 1,398,436 | | | (962,956) | | | 435,480 | | | Deferred commissions | 6,643 | | | — | | | 6,643 | | | — | | | 6,643 | | | Intangibles, net | 729,354 | | | — | | | 729,354 | | | (35,017) | | | 694,337 | | | Goodwill | 1,435,618 | | | — | | | 1,435,618 | | | (195,870) | | | 1,239,748 | | | Deferred tax assets | 3,453 | | | 510 | | | 3,963 | | | — | | | 3,963 | | | Non-current assets of discontinued operations | — | | | — | | | — | | | 2,231,346 | | | 2,231,346 | | | Total assets | $ | 5,890,329 | | | $ | (48,036) | | | $ | 5,842,293 | | | $ | — | | | $ | 5,842,293 | | | Liabilities and shareholders' equity | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | $ | 82,843 | | | $ | 17,670 | | | $ | 100,513 | | | $ | (15,202) | | | $ | 85,311 | | | Accrued expenses and other liabilities | 246,522 | | | 6,027 | | | 252,549 | | | (85,977) | | | 166,572 | | | Income tax payable | 2,022 | | | — | | | 2,022 | | | — | | | 2,022 | | | Current portion of long-term debt | 33,020 | | | 808 | | | 33,828 | | | (1,196) | | | 32,632 | | | Tax receivable agreement payable | 41,437 | | | (3,080) | | | 38,357 | | | — | | | 38,357 | | | Advertising fund liabilities | 33,208 | | | 5,370 | | | 38,578 | | | — | | | 38,578 | | | Current liabilities of discontinued operations | — | | | — | | | — | | | 102,375 | | | 102,375 | | | Total current liabilities | 439,052 | | | 26,795 | | | 465,847 | | | — | | | 465,847 | | | Long-term debt | 2,905,033 | | | 1,712 | | | 2,906,745 | | | (4,219) | | | 2,902,526 | | | Deferred tax liabilities | 149,931 | | | (14,223) | | | 135,708 | | | (56,813) | | | 78,895 | | | Operating lease liabilities | 1,319,936 | | | 14,979 | | | 1,334,915 | | | (895,082) | | | 439,833 | | | Tax receivable agreement payable | 108,215 | | | — | | | 108,215 | | | — | | | 108,215 | | | Deferred revenue | 32,159 | | | 579 | | | 32,738 | | | — | | | 32,738 | | | Long-term accrued expenses and other liabilities | 29,187 | | | — | | | 29,187 | | | (25,869) | | | 3,318 | | | Non-current liabilities of discontinued operations | — | | | — | | | — | | | 981,983 | | | 981,983 | | | Total liabilities | 4,983,513 | | | 29,842 | | | 5,013,355 | | | — | | | 5,013,355 | | | | | | | | | | | | 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 164,531,712 shares outstanding | 1,641 | | | — | | | 1,641 | | | — | | | 1,641 | | | Additional paid-in capital | 1,664,764 | | | 4,152 | | | 1,668,916 | | | — | | | 1,668,916 | | | Accumulated deficit | (705,826) | | | (84,151) | | | (789,977) | | | — | | | (789,977) | | | Accumulated other comprehensive (loss) income | (54,407) | | | 2,121 | | | (52,286) | | | — | | | (52,286) | | | | | | | | | | | | | | | | | | | | | | | Total shareholders’ equity | 906,172 | | | (77,878) | | | 828,294 | | | — | | | 828,294 | | | | | | | | | | | | | | | | | | | | | | | Non-controlling interests | 644 | | | — | | | 644 | | | — | | | 644 | | | Total liabilities and shareholders' equity | $ | 5,890,329 | | | $ | (48,036) | | | $ | 5,842,293 | | | $ | — | | | $ | 5,842,293 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended March 30, 2024 | | As Previously Reported | | Restatement Impacts | | As Restated | | (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 | | | — | | | $ | — | | | 163,965,231 | | | $ | 1,640 | | | Stock issued relating to Employee Stock Purchase Plan | 43,764 | | | — | | | — | | | — | | | 43,764 | | | — | | | Shares issued for exercise/vesting of share-based compensation awards | 170,172 | | | 2 | | | — | | | — | | | 170,172 | | | 2 | | | Forfeiture of restricted stock awards | (99,586) | | | (1) | | | — | | | — | | | (99,586) | | | (1) | | | Balance at end of period | 164,079,581 | | | $ | 1,641 | | | — | | | $ | — | | | 164,079,581 | | | $ | 1,641 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,652,401 | | | | | $ | 3,765 | | | | | $ | 1,656,166 | | | Share-based compensation expense | | | 11,861 | | | | | 387 | | | | | 12,248 | | | Stock issued relating to Employee Stock Purchase Plan | | | 502 | | | | | — | | | | | 502 | | | Balance at end of period | | | $ | 1,664,764 | | | | | $ | 4,152 | | | | | $ | 1,668,916 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (710,087) | | | | | $ | (85,830) | | | | | $ | (795,917) | | | Net income | | | 4,261 | | | | | 1,679 | | | | | 5,940 | | | Balance at end of period | | | $ | (705,826) | | | | | $ | (84,151) | | | | | $ | (789,977) | | | Accumulated other comprehensive loss | | | | | | | | | | | | | Balance at beginning of period | | | $ | (37,875) | | | | | $ | 1,988 | | | | | $ | (35,887) | | | Other comprehensive (loss) income | | | (16,532) | | | | | 133 | | | | | (16,399) | | | Balance at end of period | | | $ | (54,407) | | | | | $ | 2,121 | | | | | $ | (52,286) | | | Non-controlling interests | | | | | | | | | | | | | Balance at beginning of period | | | $ | 644 | | | | | $ | — | | | | | $ | 644 | | | Balance at end of period | | | $ | 644 | | | | | $ | — | | | | | $ | 644 | | | Total shareholders’ equity | | | $ | 906,816 | | | | | $ | (77,878) | | | | | $ | 828,938 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) | | | | | | | | | | | | | | | | | | | Three Months Ended March 30, 2024 | | (in thousands) | As Previously Reported | | Restatement Impacts | | As Restated | | Net income | $ | 4,261 | | | $ | 1,679 | | | $ | 5,940 | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | Depreciation and amortization | 43,229 | | | 175 | | | 43,404 | | | Share-based compensation expense | 11,861 | | | 387 | | | 12,248 | | | Loss on foreign denominated transactions | 7,574 | | | — | | | 7,574 | | | (Gain) loss on foreign currency derivatives | (3,253) | | | 133 | | | (3,120) | | | Gain on sale and disposal of businesses, fixed assets, and sale-leaseback transactions | (12,913) | | | (4,050) | | | (16,963) | | | Reclassification of interest rate hedge to income | (519) | | | — | | | (519) | | | Bad debt expense | 2,070 | | | 453 | | | 2,523 | | | Asset impairment charges and lease terminations | 19,326 | | | — | | | 19,326 | | | Amortization of deferred financing costs and bond discounts | 1,954 | | | — | | | 1,954 | | | Amortization of cloud computing | 1,345 | | | 598 | | | 1,943 | | | (Benefit) provision for deferred income taxes | (2,807) | | | 48 | | | (2,759) | | | Other, net | 10,669 | | | (1,581) | | | 9,088 | | | Changes in assets and liabilities, net of acquisitions: | | | | | | | Accounts and notes receivable, net | (17,351) | | | 870 | | | (16,481) | | | Inventory | (1,005) | | | 268 | | | (737) | | | Prepaid and other assets | (4,270) | | | (507) | | | (4,777) | | | Advertising fund assets and liabilities, restricted | 7,650 | | | — | | | 7,650 | | | Other assets | (33,300) | | | — | | | (33,300) | | | Deferred commissions | (331) | | | — | | | (331) | | | Deferred revenue | 1,659 | | | 448 | | | 2,107 | | | Accounts payable | 14,165 | | | 5,484 | | | 19,649 | | | Accrued expenses and other liabilities | 6,293 | | | (6,157) | | | 136 | | | Income tax receivable | 3,976 | | | 1,077 | | | 5,053 | | | Cash provided by (used in) operating activities | 60,283 | | | (675) | | | 59,608 | | | Cash flows from investing activities: | | | | | | | Capital expenditures | (89,483) | | | — | | | (89,483) | | | Cash used in business acquisitions, net of cash acquired | (2,024) | | | — | | | (2,024) | | | Proceeds from sale-leaseback transactions | 4,550 | | | — | | | 4,550 | | | Proceeds from sale or disposal of businesses and fixed assets, net of cash sold | 52,677 | | | — | | | 52,677 | | | Cash used in investing activities | (34,280) | | | — | | | (34,280) | | | Cash flows from financing activities: | | | | | | | Repayment of long-term debt | (7,616) | | | — | | | (7,616) | | | Proceeds from revolving lines of credit and short-term debt | 46,000 | | | — | | | 46,000 | | | Repayment of revolving lines of credit and short-term debt | (46,000) | | | — | | | (46,000) | | | Repayment of principal portion of finance lease liability | (886) | | | (146) | | | (1,032) | | | Payment of Tax Receivable Agreement | (24,718) | | | — | | | (24,718) | | | | | | | | | | | | | | | Cash used in financing activities | (33,220) | | | (146) | | | (33,366) | | | Effect of exchange rate changes on cash | 1,133 | | | — | | | 1,133 | | | Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted | (6,084) | | | (821) | | | (6,905) | | | Cash and cash equivalents, beginning of period | 176,522 | | | (20,610) | | | 155,912 | | | Cash included in advertising fund assets, restricted, beginning of period | 38,537 | | | — | | | 38,537 | | | Restricted cash, beginning of period | 657 | | | — | | | 657 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period | 215,716 | | | (20,610) | | | 195,106 | | | Cash and cash equivalents, end of period | 165,513 | | | (21,431) | | | 144,082 | |
| | | | | | | | | | | | | | | | | | | Cash included in advertising fund assets, restricted, end of period | 43,462 | | | — | | | 43,462 | | | Restricted cash, end of period | 657 | | | — | | | 657 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period | $ | 209,632 | | | $ | (21,431) | | | $ | 188,201 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | Supplemental cash flow disclosures - US Car Wash: | | | | | | | | | | | Depreciation and amortization | 12,113 | | | — | | | 12,113 | | | | | | | Capital expenditures | 16,838 | | | 6,849 | | | 23,687 | | | | | | | Loss (gain) on sale or disposal of assets | 270 | | | (3,715) | | | (3,445) | | | | | | | Asset impairment | 2,584 | | | — | | | 2,584 | | | | | | | | | | | | | | | | | Supplemental cash flow disclosures - International Car Wash: | | | | | | | | | | | Depreciation and amortization | 13,002 | | | — | | | 13,002 | | | | | | | Capital expenditures | 12,431 | | | — | | | 12,431 | | | | | | | Loss on sale or disposal of assets | 320 | | | — | | | 320 | | | | | | | Asset impairment | 66 | | | — | | | 66 | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 28, 2025 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 49,180 | | | $ | — | | | $ | 49,180 | | | $ | — | | | $ | 49,180 | | | | | | | | | | Company-operated store sales | 333,280 | | | — | | | 333,280 | | | — | | | 333,280 | | | | | | | | | | Independently-operated store sales | 71,791 | | | — | | | 71,791 | | | (71,791) | | | — | | | | | | | | | | Advertising contributions | 27,041 | | | — | | | 27,041 | | | — | | | 27,041 | | | | | | | | | | Supply and other revenue | 69,696 | | | (2,405) | | | 67,291 | | | (1,579) | | | 65,712 | | | | | | | | | | Total net revenue | 550,988 | | | (2,405) | | | 548,583 | | | (73,370) | | | 475,213 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 190,396 | | | 1,926 | | | 192,322 | | | — | | | 192,322 | | | | | | | | | | Independently-operated store expenses | 38,060 | | | 3 | | | 38,063 | | | (38,063) | | | — | | | | | | | | | | Advertising expenses | 27,040 | | | — | | | 27,040 | | | — | | | 27,040 | | | | | | | | | | Supply and other expenses | 39,359 | | | 797 | | | 40,156 | | | (1,003) | | | 39,153 | | | | | | | | | | Selling, general, and administrative expenses | 183,118 | | | (21,443) | | | 161,675 | | | (11,155) | | | 150,520 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | 34,903 | | | 411 | | | 35,314 | | | (16,185) | | | 19,129 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | 512,876 | | | (18,306) | | | 494,570 | | | (66,406) | | | 428,164 | | | | | | | | | | Operating income | 38,112 | | | 15,901 | | | 54,013 | | | (6,964) | | | 47,049 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 31,359 | | | (89) | | | 31,270 | | | (124) | | | 31,146 | | | | | | | | | | Foreign currency transaction (gain) loss, net | (12,197) | | | 3,538 | | | (8,659) | | | — | | | (8,659) | | | | | | | | | | | | | | | | | | | | | | | | | | | Other expenses, net | 19,162 | | | 3,449 | | | 22,611 | | | (124) | | | 22,487 | | | | | | | | | | Income before taxes from continuing operations | 18,950 | | | 12,452 | | | 31,402 | | | (6,840) | | | 24,562 | | | | | | | | | | Income tax expense | 7,141 | | | 4,450 | | | 11,591 | | | (3,461) | | | 8,130 | | | | | | | | | | Net income (loss) from continuing operations | $ | 11,809 | | | $ | 8,002 | | | $ | 19,811 | | | $ | (3,379) | | | $ | 16,432 | | | | | | | | | | Gain on sale of discontinued operations, net of tax | 37,367 | | | 1,581 | | | 38,948 | | | — | | | 38,948 | | | | | | | | | | Net (loss) income from discontinued operations, net of tax | (1,612) | | | (3,103) | | | (4,715) | | | 3,379 | | | (1,336) | | | | | | | | | | Net income | $ | 47,564 | | | $ | 6,480 | | | $ | 54,044 | | | $ | — | | | $ | 54,044 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.07 | | | $ | 0.05 | | | $ | 0.12 | | | $ | (0.02) | | | $ | 0.10 | | | | | | | | | | Discontinued Operations | 0.22 | | | (0.01) | | | 0.21 | | | 0.02 | | | 0.23 | | | | | | | | | | Net basic earnings per share | $ | 0.29 | | | $ | 0.04 | | | $ | 0.33 | | | $ | — | | | $ | 0.33 | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.07 | | | $ | 0.05 | | | $ | 0.12 | | | $ | (0.02) | | | $ | 0.10 | | | | | | | | | | Discontinued Operations | 0.22 | | | (0.01) | | | 0.21 | | | 0.02 | | | 0.23 | | | | | | | | | | Net diluted earnings per share | $ | 0.29 | | | $ | 0.04 | | | $ | 0.33 | | | $ | — | | | $ | 0.33 | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 162,833 | | — | | 162,833 | | — | | 162,833 | | | | | | | | | Diluted | 164,150 | | — | | 164,150 | | — | | 164,150 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 28, 2025 | | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | Net income | | | | | | | | | $ | 47,564 | | | $ | 6,480 | | | $ | 54,044 | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | 40,981 | | | (1,438) | | | 39,543 | | | | | | | Unrealized loss (gain) from cash flow hedges, net of tax | | | | | | | | | 351 | | | (990) | | | (639) | | | | | | | Actuarial gain of defined pension plan, net of tax | | | | | | | | | 11 | | | — | | | 11 | | | | | | | Other comprehensive income (loss), net | | | | | | | | | 41,343 | | | (2,428) | | | 38,915 | | | | | | | Total comprehensive income | | | | | | | | | 88,907 | | | 4,052 | | | 92,959 | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive income attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | 88,907 | | | $ | 4,052 | | | $ | 92,959 | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Six Months Ended June 28, 2025 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 93,890 | | | $ | — | | | $ | 93,890 | | | $ | — | | | $ | 93,890 | | | | | | | | | | Company-operated store sales | 647,411 | | | — | | | 647,411 | | | — | | | 647,411 | | | | | | | | | | Independently-operated store sales | 138,431 | | | — | | | 138,431 | | | (138,431) | | | — | | | | | | | | | | Advertising contributions | 52,366 | | | — | | | 52,366 | | | — | | | 52,366 | | | | | | | | | | Supply and other revenue | 135,053 | | | (2,930) | | | 132,123 | | | (2,965) | | | 129,158 | | | | | | | | | | Total net revenue | 1,067,151 | | | (2,930) | | | 1,064,221 | | | (141,396) | | | 922,825 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 372,262 | | | 7,183 | | | 379,445 | | | — | | | 379,445 | | | | | | | | | | Independently-operated store expenses | 74,535 | | | 15 | | | 74,550 | | | (74,550) | | | — | | | | | | | | | | Advertising expenses | 52,365 | | | — | | | 52,365 | | | — | | | 52,365 | | | | | | | | | | Supply and other expenses | 74,387 | | | 2,121 | | | 76,508 | | | (1,918) | | | 74,590 | | | | | | | | | | Selling, general, and administrative expenses | 326,170 | | | (31,642) | | | 294,528 | | | (19,349) | | | 275,179 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | 68,055 | | | 800 | | | 68,855 | | | (29,415) | | | 39,440 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | 967,774 | | | (21,523) | | | 946,251 | | | (125,232) | | | 821,019 | | | | | | | | | | Operating income | 99,377 | | | 18,593 | | | 117,970 | | | (16,164) | | | 101,806 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 67,893 | | | (217) | | | 67,676 | | | (264) | | | 67,412 | | | | | | | | | | Foreign currency transaction (gain) loss, net | (11,987) | | | 2,857 | | | (9,130) | | | — | | | (9,130) | | | | | | | | | | | | | | | | | | | | | | | | | | | Other expenses, net | 55,906 | | | 2,640 | | | 58,546 | | | (264) | | | 58,282 | | | | | | | | | | Income before taxes from continuing operations | 43,471 | | | 15,953 | | | 59,424 | | | (15,900) | | | 43,524 | | | | | | | | | | Income tax expense | 14,172 | | | 5,442 | | | 19,614 | | | (6,030) | | | 13,584 | | | | | | | | | | Net income from continuing operations | $ | 29,299 | | | $ | 10,511 | | | $ | 39,810 | | | $ | (9,870) | | | $ | 29,940 | | | | | | | | | | Gain on sale of discontinued operations, net of tax | 37,367 | | | 1,581 | | | 38,948 | | | — | | | 38,948 | | | | | | | | | | Net loss (income) from discontinued operations, net of tax | (13,596) | | | (1,192) | | | (14,788) | | | 9,870 | | | (4,918) | | | | | | | | | | Net income | $ | 53,070 | | | $ | 10,900 | | | $ | 63,970 | | | $ | — | | | $ | 63,970 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.18 | | | $ | 0.06 | | | $ | 0.24 | | | $ | (0.06) | | | $ | 0.18 | | | | | | | | | | Discontinued Operations | 0.15 | | | — | | | 0.15 | | | 0.06 | | | 0.21 | | | | | | | | | | Net basic earnings per share | $ | 0.33 | | | $ | 0.06 | | | $ | 0.39 | | | $ | — | | | $ | 0.39 | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.18 | | | $ | 0.06 | | | $ | 0.24 | | | $ | (0.06) | | | $ | 0.18 | | | | | | | | | | Discontinued Operations | 0.15 | | | — | | | 0.15 | | | 0.06 | | | 0.21 | | | | | | | | | | Net diluted earnings per share | $ | 0.33 | | | $ | 0.06 | | | $ | 0.39 | | | $ | — | | | $ | 0.39 | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 161,701 | | — | | 161,701 | | — | | 161,701 | | | | | | | | | Diluted | 162,984 | | — | | 162,984 | | — | | 162,984 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Six Months Ended June 28, 2025 | | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | Net income | | | | | | | | | $ | 53,070 | | | $ | 10,900 | | | $ | 63,970 | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | 61,739 | | | (4,184) | | | 57,555 | | | | | | | Unrealized gain (loss) from cash flow hedges, net of tax | | | | | | | | | 257 | | | (1,430) | | | (1,173) | | | | | | | Actuarial gain of defined pension plan, net of tax | | | | | | | | | 16 | | | — | | | 16 | | | | | | | Other comprehensive income (loss), net | | | | | | | | | 62,012 | | | (5,614) | | | 56,398 | | | | | | | Total comprehensive income | | | | | | | | | 115,082 | | | 5,286 | | | 120,368 | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive income attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | 115,082 | | | $ | 5,286 | | | $ | 120,368 | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 28, 2025 | | (in thousands, except share and per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | $ | 166,131 | | | $ | (33,052) | | | $ | 133,079 | | | $ | (27,372) | | | $ | 105,707 | | | Restricted cash | 334 | | | — | | | 334 | | | — | | | 334 | | | Accounts and notes receivable, net | 204,330 | | | (22,822) | | | 181,508 | | | (4,890) | | | 176,618 | | | Inventory | 67,165 | | | (8,078) | | | 59,087 | | | (10,811) | | | 48,276 | | | Prepaid and other assets | 45,481 | | | (5,192) | | | 40,289 | | | (15,074) | | | 25,215 | | | Income tax receivable | 11,279 | | | 17,613 | | | 28,892 | | | (2,948) | | | 25,944 | | | Advertising fund assets, restricted | 64,031 | | | (1,367) | | | 62,664 | | | — | | | 62,664 | | | Assets held for sale | 64,904 | | | 1,475 | | | 66,379 | | | — | | | 66,379 | | | Seller note receivable | 113,000 | | | — | | | 113,000 | | | — | | | 113,000 | | | Current assets of discontinued operations | — | | | — | | | — | | | 61,095 | | | 61,095 | | | Total current assets | 736,655 | | | (51,423) | | | 685,232 | | | — | | | 685,232 | | | Other assets | 104,685 | | | 38 | | | 104,723 | | | — | | | 104,723 | | | Property and equipment, net | 768,308 | | | 14,915 | | | 783,223 | | | (317,101) | | | 466,122 | | | Operating lease right-of-use assets | 553,128 | | | 54,098 | | | 607,226 | | | (133,041) | | | 474,185 | | | Deferred commissions | 7,549 | | | — | | | 7,549 | | | — | | | 7,549 | | | Intangibles, net | 662,907 | | | — | | | 662,907 | | | (34,139) | | | 628,768 | | | Goodwill | 1,441,595 | | | — | | | 1,441,595 | | | (227,186) | | | 1,214,409 | | | Deferred tax assets | 8,687 | | | 1,512 | | | 10,199 | | | (1,242) | | | 8,957 | | | Non-current assets of discontinued operations | — | | | — | | | — | | | 712,709 | | | 712,709 | | | Total assets | $ | 4,283,514 | | | $ | 19,140 | | | $ | 4,302,654 | | | $ | — | | | $ | 4,302,654 | | | Liabilities and shareholders' equity | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | $ | 118,887 | | | $ | 12,679 | | | $ | 131,566 | | | $ | (10,049) | | | $ | 121,517 | | | Accrued expenses and other liabilities | 207,845 | | | (68) | | | 207,777 | | | (48,005) | | | 159,772 | | | Income tax payable | 5,281 | | | (261) | | | 5,020 | | | (2,525) | | | 2,495 | | | Current portion of long-term debt | 282,189 | | | 1,758 | | | 283,947 | | | (155) | | | 283,792 | | | Tax receivable agreement payable | 22,676 | | | — | | | 22,676 | | | — | | | 22,676 | | | Advertising fund liabilities | 24,200 | | | 3,966 | | | 28,166 | | | — | | | 28,166 | | | Current liabilities of discontinued operations | — | | | — | | | — | | | 60,734 | | | 60,734 | | | Total current liabilities | 661,078 | | | 18,074 | | | 679,152 | | | — | | | 679,152 | | | Long-term debt | 2,094,535 | | | 4,835 | | | 2,099,370 | | | (435) | | | 2,098,935 | | | Deferred tax liabilities | 96,994 | | | 6,187 | | | 103,181 | | | (66,387) | | | 36,794 | | | Operating lease liabilities | 525,597 | | | 54,040 | | | 579,637 | | | (112,151) | | | 467,486 | | | Tax receivable agreement payable | 110,907 | | | (6,470) | | | 104,437 | | | — | | | 104,437 | | | Deferred revenue | 30,162 | | | 808 | | | 30,970 | | | — | | | 30,970 | | | Long-term accrued expenses and other liabilities | 20,846 | | | — | | | 20,846 | | | (19,676) | | | 1,170 | | | Non-current liabilities of discontinued operations | — | | | — | | | — | | | 198,649 | | | 198,649 | | | Total liabilities | 3,540,119 | | | 77,474 | | | 3,617,593 | | | — | | | 3,617,593 | | | | | | | | | | | | 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 164,274,617 shares outstanding | 1,643 | | | — | | | 1,643 | | | — | | | 1,643 | | | Additional paid-in capital | 1,720,825 | | | 7,666 | | | 1,728,491 | | | — | | | 1,728,491 | | | Accumulated deficit | (949,513) | | | (79,887) | | | (1,029,400) | | | — | | | (1,029,400) | | | Accumulated other comprehensive (loss) income | (29,560) | | | 13,887 | | | (15,673) | | | — | | | (15,673) | | | | | | | | | | | | | Total shareholders’ equity | 743,395 | | | (58,334) | | | 685,061 | | | — | | | 685,061 | | | | | | | | | | | | | | | | | | | | | | | Total liabilities and shareholders' equity | $ | 4,283,514 | | | $ | 19,140 | | | $ | 4,302,654 | | | $ | — | | | $ | 4,302,654 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 28, 2025 | | As Previously Reported | | Restatement Impacts | | As Restated | | (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 | 164,274,617 | | | $ | 1,643 | | | — | | | $ | — | | | 164,274,617 | | | $ | 1,643 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance at end of period | 164,274,617 | | | $ | 1,643 | | | — | | | $ | — | | | 164,274,617 | | | $ | 1,643 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,709,580 | | | | | $ | 8,244 | | | | | $ | 1,717,824 | | | Share-based compensation expense | | | 11,290 | | | | | (578) | | | | | 10,712 | | | | | | | | | | | | | | | | | | | | | | | | | | | Tax obligations for share-based compensation | | | (45) | | | | | — | | | | | (45) | | | Balance at end of period | | | $ | 1,720,825 | | | | | $ | 7,666 | | | | | $ | 1,728,491 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (997,077) | | | | | $ | (86,367) | | | | | $ | (1,083,444) | | | | | | | | | | | | | | | Net income | | | 47,564 | | | | | 6,480 | | | | | 54,044 | | | Balance at end of period | | | $ | (949,513) | | | | | $ | (79,887) | | | | | $ | (1,029,400) | | | Accumulated other comprehensive loss | | | | | | | | | | | | | Balance at beginning of period | | | $ | (70,903) | | | | | $ | 16,315 | | | | | $ | (54,588) | | | Other comprehensive income (loss) | | | 41,343 | | | | | (2,428) | | | | | 38,915 | | | Balance at end of period | | | $ | (29,560) | | | | | $ | 13,887 | | | | | $ | (15,673) | | | Total shareholders’ equity | | | $ | 743,395 | | | | | $ | (58,334) | | | | | $ | 685,061 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Six Months Ended June 28, 2025 | | As Previously Reported | | Restatement Impacts | | As Restated | | (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 | 163,842,248 | | | $ | 1,638 | | | — | | | $ | — | | | 163,842,248 | | | $ | 1,638 | | | Stock issued relating to Employee Stock Purchase Plan | 44,693 | | | 1 | | | — | | | — | | | 44,693 | | | 1 | | | Shares issued for exercise/vesting of share-based compensation awards | 393,284 | | | 4 | | | — | | | — | | | 393,284 | | | 4 | | | Forfeiture of restricted stock awards | (5,608) | | | $ | — | | | — | | | $ | — | | | (5,608) | | | $ | — | | | Balance at end of period | 164,274,617 | | | $ | 1,643 | | | — | | | $ | — | | | 164,274,617 | | | $ | 1,643 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,699,851 | | | | | $ | 7,722 | | | | | $ | 1,707,573 | | | Share-based compensation expense | | | 23,078 | | | | | (56) | | | | | 23,022 | | | Stock issued relating to Employee Stock Purchase Plan | | | 523 | | | | | — | | | | | 523 | | | Tax obligations for share-based compensation | | | (2,627) | | | | | — | | | | | (2,627) | | | Balance at end of period | | | $ | 1,720,825 | | | | | $ | 7,666 | | | | | $ | 1,728,491 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (1,002,583) | | | | | $ | (90,787) | | | | | $ | (1,093,370) | | | Net income | | | 53,070 | | | | | 10,900 | | | | | 63,970 | | | Balance at end of period | | | $ | (949,513) | | | | | $ | (79,887) | | | | | $ | (1,029,400) | | | Accumulated other comprehensive loss | | | | | | | | | | | | | Balance at beginning of period | | | $ | (91,572) | | | | | $ | 19,501 | | | | | $ | (72,071) | | | Other comprehensive income (loss) | | | 62,012 | | | | | (5,614) | | | | | 56,398 | | | Balance at end of period | | | $ | (29,560) | | | | | $ | 13,887 | | | | | $ | (15,673) | | | Total shareholders’ equity | | | $ | 743,395 | | | | | $ | (58,334) | | | | | $ | 685,061 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) | | | | | | | | | | | | | | | | | | | Six Months Ended June 28, 2025 | | (in thousands) | As Previously Reported | | Restatement Impacts | | As Restated | | Net income | $ | 53,070 | | | $ | 10,900 | | | $ | 63,970 | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | Depreciation and amortization | 70,281 | | | 800 | | | 71,081 | | | Share-based compensation expense | 23,078 | | | (56) | | | 23,022 | | | (Gain) loss on foreign denominated transactions | (17,630) | | | 4,287 | | | (13,343) | | | Loss (gain) on foreign currency derivatives | 5,643 | | | (1,430) | | | 4,213 | | | Gain on sale and disposal of businesses, fixed assets, and sale leaseback transactions | (27,694) | | | (21,841) | | | (49,535) | | | Loss on fair value of seller note receivable | 17,000 | | | — | | | 17,000 | | | Reclassification of interest rate hedge to income | (1,033) | | | — | | | (1,033) | | | Bad debt expense | 9,293 | | | (22) | | | 9,271 | | | Asset impairment charges and lease terminations | 18,460 | | | 6,115 | | | 24,575 | | | Amortization of deferred financing costs and bond discounts | 6,206 | | | — | | | 6,206 | | | Amortization of cloud computing | 9,136 | | | (3,307) | | | 5,829 | | | Provision for deferred income taxes | 2,215 | | | 9,132 | | | 11,347 | | | Other, net | (3,631) | | | (1,372) | | | (5,003) | | | Changes in operating assets and liabilities, net of acquisitions: | | | | | | | Accounts and notes receivable, net | (40,742) | | | (3,553) | | | (44,295) | | | Inventory | 773 | | | 1,067 | | | 1,840 | | | Prepaid and other assets | (6,322) | | | 3,160 | | | (3,162) | | | Advertising fund assets and liabilities, restricted | (11,599) | | | — | | | (11,599) | | | Other assets | (104) | | | 254 | | | 150 | | | Deferred commissions | 303 | | | — | | | 303 | | | Deferred revenue | (1,164) | | | 230 | | | (934) | | | Accounts payable | 28,707 | | | 1,167 | | | 29,874 | | | Accrued expenses and other liabilities | 22,661 | | | (12,521) | | | 10,140 | | | Income tax receivable | (1,380) | | | 2,066 | | | 686 | | | Cash provided by (used in) operating activities | 155,527 | | | (4,924) | | | 150,603 | | | Cash flows from investing activities: | | | | | | | Capital expenditures | (127,622) | | | 2,981 | | | (124,641) | | | Cash used in business acquisitions, net of cash acquired | (6,034) | | | — | | | (6,034) | | | Proceeds from sale leaseback transactions | 22,810 | | | — | | | 22,810 | | | Proceeds from sale or disposal of businesses and fixed assets, net of cash sold | 268,398 | | | (2,265) | | | 266,133 | | | Cash provided by (used in) investing activities | 157,552 | | | 716 | | | 158,268 | | | Cash flows from financing activities: | | | | | | | Payment of debt extinguishment and issuance costs | (1,414) | | | — | | | (1,414) | | | Repayment of long-term debt | (305,446) | | | — | | | (305,446) | | | Proceeds from revolving lines of credit and short-term debt | 65,000 | | | — | | | 65,000 | | | Repayment of revolving lines of credit and short-term debt | (75,000) | | | — | | | (75,000) | | | Repayment of principal portion of finance lease liability | (2,440) | | | (700) | | | (3,140) | | | Tax obligations for share-based compensation | (2,582) | | | — | | | (2,582) | | | | | | | | | | | | | | | Cash used in financing activities | (321,882) | | | (700) | | | (322,582) | | | Effect of exchange rate changes on cash | 5,464 | | | — | | | 5,464 | | | Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted | (3,339) | | | (4,908) | | | (8,247) | | | Cash and cash equivalents, beginning of period | 169,954 | | | (28,144) | | | 141,810 | | | Cash included in advertising fund assets, restricted, beginning of period | 38,930 | | | — | | | 38,930 | | | Restricted cash, beginning of period | 358 | | | — | | | 358 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period | 209,242 | | | (28,144) | | | 181,098 | |
| | | | | | | | | | | | | | | | | | | Cash and cash equivalents, end of period | 166,131 | | | (33,052) | | | 133,079 | | | Cash included in advertising fund assets, restricted, end of period | 39,438 | | | — | | | 39,438 | | | Restricted cash, end of period | 334 | | | — | | | 334 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period | $ | 205,903 | | | $ | (33,052) | | | $ | 172,851 | | | | | | | | | Supplemental cash flow disclosures - non-cash items: | | | | | | | Capital expenditures included in accrued expenses and other liabilities | 6,418 | | | (950) | | | 5,468 | | | | | | | | | Supplemental cash flow disclosures - US Car Wash: | | | | | | | Depreciation and amortization | 2,226 | | | — | | | 2,226 | | | Capital expenditures | 2,948 | | 1,709 | | | 4,657 | | Loss on sale or disposal of assets | 7,634 | | | — | | | 7,634 | | | Asset impairment | 553 | | (77) | | | 476 | | | | | | | | Supplemental cash flow disclosures - International Car Wash: | | | | | | | Depreciation and amortization | 29,415 | | | — | | | 29,415 | | | Capital expenditures | 13,430 | | | — | | | 13,430 | | | (Gain) on sale or disposal of assets | (199) | | | — | | | (199) | | | Asset impairment | 133 | | — | | | 133 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 29, 2024 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 50,029 | | | $ | — | | | $ | 50,029 | | | $ | — | | | $ | 50,029 | | | | | | | | | | Company-operated store sales | 301,917 | | | (1,182) | | | 300,735 | | | — | | | 300,735 | | | | | | | | | | Independently-operated store sales | 60,280 | | | — | | | 60,280 | | | (60,280) | | | — | | | | | | | | | | Advertising contributions | 24,911 | | | — | | | 24,911 | | | — | | | 24,911 | | | | | | | | | | Supply and other revenue | 81,659 | | | (1,404) | | | 80,255 | | | (1,406) | | | 78,849 | | | | | | | | | | Total net revenue | 518,796 | | | (2,586) | | | 516,210 | | | (61,686) | | | 454,524 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 178,677 | | | (7,696) | | | 170,981 | | | — | | | 170,981 | | | | | | | | | | Independently-operated store expenses | 31,956 | | | — | | | 31,956 | | | (31,956) | | | — | | | | | | | | | | Advertising expenses | 24,911 | | | 294 | | | 25,205 | | | — | | | 25,205 | | | | | | | | | | Supply and other expenses | 40,536 | | | 8,557 | | | 49,093 | | | (907) | | | 48,186 | | | | | | | | | | Selling, general, and administrative expenses | 119,818 | | | 7,409 | | | 127,227 | | | (9,282) | | | 117,945 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | 32,824 | | | 338 | | | 33,162 | | | (13,308) | | | 19,854 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | 428,722 | | | 8,902 | | | 437,624 | | | (55,453) | | | 382,171 | | | | | | | | | | Operating income (loss) | 90,074 | | | (11,488) | | | 78,586 | | | (6,233) | | | 72,353 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 31,816 | | | 2,665 | | | 34,481 | | | (137) | | | 34,344 | | | | | | | | | | Foreign currency transaction loss, net | 681 | | | 366 | | | 1,047 | | | — | | | 1,047 | | | | | | | | | | | | | | | | | | | | | | | | | | | Other expenses, net | 32,497 | | | 3,031 | | | 35,528 | | | (137) | | | 35,391 | | | | | | | | | | Income (loss) before taxes from continuing operations | 57,577 | | | (14,519) | | | 43,058 | | | (6,096) | | | 36,962 | | | | | | | | | | Income tax expense (benefit) | 20,360 | | | (5,484) | | | 14,876 | | | (504) | | | 14,372 | | | | | | | | | | Net income (loss) from continuing operations | $ | 37,217 | | | $ | (9,035) | | | $ | 28,182 | | | $ | (5,592) | | | $ | 22,590 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net (loss) income from discontinued operations, net of tax | (7,058) | | | 502 | | | (6,556) | | | 5,592 | | | (964) | | | | | | | | | Net income (loss) | $ | 30,159 | | | $ | (8,533) | | | $ | 21,626 | | | $ | — | | | $ | 21,626 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.22 | | | $ | (0.05) | | | $ | 0.17 | | | $ | (0.03) | | | $ | 0.14 | | | | | | | | | | Discontinued Operations | (0.04) | | | — | | | (0.04) | | | 0.03 | | | (0.01) | | | | | | | | | | Net basic earnings (loss) per share | $ | 0.18 | | | $ | (0.05) | | | $ | 0.13 | | | $ | — | | | $ | 0.13 | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.22 | | | $ | (0.05) | | | $ | 0.17 | | | $ | (0.03) | | | $ | 0.14 | | | | | | | | | | Discontinued Operations | (0.04) | | | — | | | (0.04) | | | 0.03 | | | (0.01) | | | | | | | | | | Net diluted earnings (loss) per share | $ | 0.18 | | | $ | (0.05) | | | $ | 0.13 | | | $ | — | | | $ | 0.13 | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 159,795 | | — | | 159,795 | | — | | 159,795 | | | | | | | | | Diluted | 160,765 | | — | | 160,765 | | — | | 160,765 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 29, 2024 | | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | Net income (loss) | | | | | | | | | $ | 30,159 | | | $ | (8,533) | | | $ | 21,626 | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | (2,676) | | | (2) | | | (2,678) | | | | | | | Unrealized (loss) gain from cash flow hedges, net of tax | | | | | | | | | (865) | | | 366 | | | (499) | | | | | | | Actuarial loss of defined pension plan, net of tax | | | | | | | | | (2) | | | — | | | (2) | | | | | | | Other comprehensive (loss) income, net | | | | | | | | | (3,543) | | | 364 | | | (3,179) | | | | | | | Total comprehensive income (loss) | | | | | | | | | 26,616 | | | (8,169) | | | 18,447 | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive income (loss) attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | 26,616 | | | $ | (8,169) | | | $ | 18,447 | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Six Months Ended June 29, 2024 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 95,074 | | | $ | — | | | $ | 95,074 | | | $ | — | | | $ | 95,074 | | | | | | | | | | Company-operated store sales | 586,146 | | | (1,451) | | | 584,695 | | | — | | | 584,695 | | | | | | | | | | Independently-operated store sales | 113,327 | | | — | | | 113,327 | | | (113,327) | | | — | | | | | | | | | | Advertising contributions | 48,981 | | | — | | | 48,981 | | | — | | | 48,981 | | | | | | | | | | Supply and other revenue | 157,260 | | | (3,208) | | | 154,052 | | | (2,847) | | | 151,205 | | | | | | | | | | Total net revenue | 1,000,788 | | | (4,659) | | | 996,129 | | | (116,174) | | | 879,955 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 348,019 | | | (13,841) | | | 334,178 | | | — | | | 334,178 | | | | | | | | | | Independently-operated store expenses | 61,311 | | | — | | | 61,311 | | | (61,311) | | | — | | | | | | | | | | Advertising expenses | 48,981 | | | 588 | | | 49,569 | | | — | | | 49,569 | | | | | | | | | | Supply and other expenses | 76,752 | | | 15,243 | | | 91,995 | | | (1,892) | | | 90,103 | | | | | | | | | | Selling, general, and administrative expenses | 243,629 | | | 6,691 | | | 250,320 | | | (18,193) | | | 232,127 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | 63,940 | | | 513 | | | 64,453 | | | (26,310) | | | 38,143 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | 842,632 | | | 9,194 | | | 851,826 | | | (107,706) | | | 744,120 | | | | | | | | | | Operating income (loss) | 158,156 | | | (13,853) | | | 144,303 | | | (8,468) | | | 135,835 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 75,567 | | | 2,109 | | | 77,676 | | | (274) | | | 77,402 | | | | | | | | | | Foreign currency transaction loss, net | 5,002 | | | 499 | | | 5,501 | | | — | | | 5,501 | | | | | | | | | | | | | | | | | | | | | | | | | | | Other expenses, net | 80,569 | | | 2,608 | | | 83,177 | | | (274) | | | 82,903 | | | | | | | | | | Income (loss) before taxes from continuing operations | 77,587 | | | (16,461) | | | 61,126 | | | (8,194) | | | 52,932 | | | | | | | | | | Income tax expense (benefit) | 28,818 | | | (6,206) | | | 22,612 | | | (1,850) | | | 20,762 | | | | | | | | | | Net income (loss) from continuing operations | $ | 48,769 | | | $ | (10,255) | | | $ | 38,514 | | | $ | (6,344) | | | $ | 32,170 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net (loss) income from discontinued operations, net of tax | (14,349) | | | 3,401 | | | (10,948) | | | 6,344 | | | (4,604) | | | | | | | | | Net income (loss) | $ | 34,420 | | | $ | (6,854) | | | $ | 27,566 | | | $ | — | | | $ | 27,566 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.30 | | | $ | (0.06) | | | $ | 0.24 | | | $ | (0.04) | | | $ | 0.20 | | | | | | | | | | Discontinued Operations | (0.09) | | | 0.02 | | | (0.07) | | | 0.04 | | | (0.03) | | | | | | | | | | Net basic earnings per share | $ | 0.21 | | | $ | (0.04) | | | $ | 0.17 | | | $ | — | | | $ | 0.17 | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.30 | | | $ | (0.06) | | | $ | 0.24 | | | $ | (0.04) | | | $ | 0.20 | | | | | | | | | | Discontinued Operations | (0.09) | | | 0.02 | | | (0.07) | | | 0.04 | | | (0.03) | | | | | | | | | | Net diluted earnings per share | $ | 0.21 | | | $ | (0.04) | | | $ | 0.17 | | | $ | — | | | $ | 0.17 | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 159,713 | | — | | 159,713 | | — | | 159,713 | | | | | | | | | Diluted | 160,683 | | — | | 160,683 | | — | | 160,683 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Six Months Ended June 29, 2024 | | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | Net income (loss) | | | | | | | | | $ | 34,420 | | | $ | (6,854) | | | $ | 27,566 | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | (18,583) | | | (2) | | | (18,585) | | | | | | | Unrealized (loss) gain from cash flow hedges, net of tax | | | | | | | | | (1,482) | | | 499 | | | (983) | | | | | | | Actuarial loss of defined pension plan, net of tax | | | | | | | | | (10) | | | — | | | (10) | | | | | | | Other comprehensive (loss) income, net | | | | | | | | | (20,075) | | | 497 | | | (19,578) | | | | | | | Total comprehensive income (loss) | | | | | | | | | 14,345 | | | (6,357) | | | 7,988 | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive income (loss) attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | 14,345 | | | $ | (6,357) | | | $ | 7,988 | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 29, 2024 | | (in thousands, except share and per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | $ | 148,814 | | | $ | (26,575) | | | $ | 122,239 | | | $ | (52,485) | | | $ | 69,754 | | | Restricted cash | 4,414 | | | — | | | 4,414 | | | — | | | 4,414 | | | Accounts and notes receivable, net | 195,327 | | | (26,391) | | | 168,936 | | | (6,263) | | | 162,673 | | | Inventory | 70,527 | | | (4,795) | | | 65,732 | | | (13,147) | | | 52,585 | | | Prepaid and other assets | 44,426 | | | (2,289) | | | 42,137 | | | (23,301) | | | 18,836 | | | Income tax receivable | 13,893 | | | 1,286 | | | 15,179 | | | (3,079) | | | 12,100 | | | Advertising fund assets, restricted | 43,039 | | | (462) | | | 42,577 | | | — | | | 42,577 | | | Assets held for sale | 237,183 | | | — | | | 237,183 | | | (53,539) | | | 183,644 | | | Current assets of discontinued operations | — | | | — | | | — | | | 151,814 | | | 151,814 | | | Total current assets | 757,623 | | | (59,226) | | | 698,397 | | | — | | | 698,397 | | | Other assets | 103,746 | | | (1,948) | | | 101,798 | | | (3,498) | | | 98,300 | | | Property and equipment, net | 1,422,961 | | | (2,337) | | | 1,420,624 | | | (1,017,900) | | | 402,724 | | | Operating lease right-of-use assets | 1,378,264 | | | 19,490 | | | 1,397,754 | | | (963,268) | | | 434,486 | | | Deferred commissions | 6,740 | | | — | | | 6,740 | | | — | | | 6,740 | | | Intangibles, net | 721,691 | | | — | | | 721,691 | | | (34,214) | | | 687,477 | | | Goodwill | 1,431,555 | | | — | | | 1,431,555 | | | (193,169) | | | 1,238,386 | | | Deferred tax assets | 3,627 | | | 891 | | | 4,518 | | | — | | | 4,518 | | | Non-current assets of discontinued operations | — | | | — | | | — | | | 2,212,049 | | | 2,212,049 | | | Total assets | $ | 5,826,207 | | | $ | (43,130) | | | $ | 5,783,077 | | | $ | — | | | $ | 5,783,077 | | | Liabilities and shareholders' equity | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | $ | 72,118 | | | $ | 30,644 | | | $ | 102,762 | | | $ | (20,277) | | | $ | 82,485 | | | Accrued expenses and other liabilities | 236,586 | | | (282) | | | 236,304 | | | (96,912) | | | 139,392 | | | Income tax payable | 2,053 | | | — | | | 2,053 | | | — | | | 2,053 | | | Current portion of long-term debt | 33,332 | | | 1,394 | | | 34,726 | | | (1,071) | | | 33,655 | | | Advertising fund liabilities | 15,115 | | | 5,370 | | | 20,485 | | | — | | | 20,485 | | | Current liabilities of discontinued operations | — | | | — | | | — | | | 118,260 | | | 118,260 | | | Total current liabilities | 359,204 | | | 37,126 | | | 396,330 | | | — | | | 396,330 | | | Long-term debt | 2,855,823 | | | 3,362 | | | 2,859,185 | | | (4,244) | | | 2,854,941 | | | Deferred tax liabilities | 157,271 | | | (19,293) | | | 137,978 | | | (57,999) | | | 79,979 | | | Operating lease liabilities | 1,317,342 | | | 19,787 | | | 1,337,129 | | | (897,728) | | | 439,401 | | | Tax receivable agreement payable | 133,623 | | | (501) | | | 133,122 | | | — | | | 133,122 | | | Deferred revenue | 31,472 | | | 579 | | | 32,051 | | | — | | | 32,051 | | | Long-term accrued expenses and other liabilities | 28,682 | | | — | | | 28,682 | | | (17,317) | | | 11,365 | | | Non-current liabilities of discontinued operations | — | | | — | | | — | | | 977,288 | | | 977,288 | | | Total liabilities | 4,883,417 | | | 41,060 | | | 4,924,477 | | | — | | | 4,924,477 | | | | | | | | | | | | 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 164,531,712 shares outstanding | 1,641 | | | — | | | 1,641 | | | — | | | 1,641 | | | Additional paid-in capital | 1,674,766 | | | 6,009 | | | 1,680,775 | | | — | | | 1,680,775 | | | Accumulated deficit | (675,667) | | | (92,684) | | | (768,351) | | | — | | | (768,351) | | | Accumulated other comprehensive (loss) income | (57,950) | | | 2,485 | | | (55,465) | | | — | | | (55,465) | | | | | | | | | | | | | | | | | | | | | | | Total shareholders’ equity | 942,790 | | | (84,190) | | | 858,600 | | | — | | | 858,600 | | | | | | | | | | | | | | | | | | | | | | | Total liabilities and shareholders' equity | $ | 5,826,207 | | | $ | (43,130) | | | $ | 5,783,077 | | | $ | — | | | $ | 5,783,077 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 29, 2024 | | As Previously Reported | | Restatement Impacts | | As Restated | | (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 | 164,079,581 | | | $ | 1,641 | | | — | | | $ | — | | | 164,079,581 | | | $ | 1,641 | | | Shares issued for exercise/vesting of share-based compensation awards | 2,849 | | | — | | | — | | | — | | | 2,849 | | | — | | | Balance at end of period | 164,082,430 | | | $ | 1,641 | | | — | | | $ | — | | | 164,082,430 | | | $ | 1,641 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,664,764 | | | | | $ | 4,152 | | | | | $ | 1,668,916 | | | Share-based compensation expense | | | 10,982 | | | | | 1,857 | | | | | 12,839 | | | Tax obligations for share-based compensation | | | (980) | | | | | — | | | | | (980) | | | Balance at end of period | | | $ | 1,674,766 | | | | | $ | 6,009 | | | | | $ | 1,680,775 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (705,826) | | | | | $ | (84,151) | | | | | $ | (789,977) | | | Net income (loss) | | | 30,159 | | | | | (8,533) | | | | | 21,626 | | | Balance at end of period | | | $ | (675,667) | | | | | $ | (92,684) | | | | | $ | (768,351) | | | Accumulated other comprehensive loss | | | | | | | | | | | | | Balance at beginning of period | | | $ | (54,407) | | | | | $ | 2,121 | | | | | $ | (52,286) | | | Other comprehensive (loss) income | | | (3,543) | | | | | 364 | | | | | (3,179) | | | Balance at end of period | | | $ | (57,950) | | | | | $ | 2,485 | | | | | $ | (55,465) | | | Non-controlling interests | | | | | | | | | | | | | Balance at beginning of period | | | $ | 644 | | | | | $ | — | | | | | $ | 644 | | | Acquisition of non-controlling interest | | | (644) | | | | | — | | | | | (644) | | | Balance at end of period | | | $ | — | | | | | $ | — | | | | | $ | — | | | Total shareholders’ equity | | | $ | 942,790 | | | | | $ | (84,190) | | | | | $ | 858,600 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Six Months Ended June 29, 2024 | | As Previously Reported | | Restatement Impacts | | As Restated | | (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 | | | — | | | $ | — | | | 163,965,231 | | | $ | 1,640 | | | Stock issued relating to Employee Stock Purchase Plan | 43,764 | | | — | | | — | | | — | | | 43,764 | | | — | | | Shares issued for exercise/vesting of share-based compensation awards | 173,021 | | | 2 | | | — | | | — | | | 173,021 | | | 2 | | | Forfeiture of restricted stock awards | (99,586) | | | (1) | | | — | | | — | | | (99,586) | | | (1) | | | Balance at end of period | 164,082,430 | | | $ | 1,641 | | | — | | | $ | — | | | 164,082,430 | | | $ | 1,641 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,652,401 | | | | | $ | 3,765 | | | | | $ | 1,656,166 | | | Share-based compensation expense | | | 22,843 | | | | | 2,244 | | | | | 25,087 | | | Stock issued relating to Employee Stock Purchase Plan | | | 502 | | | | | — | | | | | 502 | | | Tax obligations for share-based compensation | | | (980) | | | | | — | | | | | (980) | | | Balance at end of period | | | $ | 1,674,766 | | | | | $ | 6,009 | | | | | $ | 1,680,775 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (710,087) | | | | | $ | (85,830) | | | | | $ | (795,917) | | | Net income (loss) | | | 34,420 | | | | | (6,854) | | | | | 27,566 | | | Balance at end of period | | | $ | (675,667) | | | | | $ | (92,684) | | | | | $ | (768,351) | | | Accumulated other comprehensive loss | | | | | | | | | | | | | Balance at beginning of period | | | $ | (37,875) | | | | | $ | 1,988 | | | | | $ | (35,887) | | | Other comprehensive (loss) income | | | (20,075) | | | | | 497 | | | | | (19,578) | | | Balance at end of period | | | $ | (57,950) | | | | | $ | 2,485 | | | | | $ | (55,465) | | | Non-controlling interests | | | | | | | | | | | | | Balance at beginning of period | | | $ | 644 | | | | | $ | — | | | | | $ | 644 | | | Acquisition of non-controlling interest | | | (644) | | | | | — | | | | | (644) | | | Balance at end of period | | | $ | — | | | | | $ | — | | | | | $ | — | | | Total shareholders’ equity | | | $ | 942,790 | | | | | $ | (84,190) | | | | | $ | 858,600 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) | | | | | | | | | | | | | | | | | | | Six Months Ended June 29, 2024 | | (in thousands) | As Previously Reported | | Restatement Impacts | | As Restated | | Net income (loss) | $ | 34,420 | | | $ | (6,854) | | | $ | 27,566 | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | Depreciation and amortization | 87,862 | | | 514 | | | 88,376 | | | Share-based compensation expense | 22,843 | | | 2,244 | | | 25,087 | | | Loss on foreign denominated transactions | 9,923 | | | — | | | 9,923 | | | (Gain) loss on foreign currency derivatives | (4,921) | | | 499 | | | (4,422) | | | Loss (gain) on sale and disposal of businesses, fixed assets, and sale-leaseback transactions | 13,406 | | | (3,476) | | | 9,930 | | | Reclassification of interest rate hedge to income | (1,044) | | | — | | | (1,044) | | | Bad debt expense | 1,738 | | | 1,069 | | | 2,807 | | | Asset impairment charges and lease terminations | 2,058 | | | — | | | 2,058 | | | Amortization of deferred financing costs and bond discounts | 4,933 | | | — | | | 4,933 | | | Amortization of cloud computing | 2,414 | | | 1,196 | | | 3,610 | | | Provision (benefit) for deferred income taxes | 5,036 | | | (5,403) | | | (367) | | | Other, net | 7,322 | | | (768) | | | 6,554 | | | Changes in assets and liabilities, net of acquisitions: | | | | | | | Accounts and notes receivable, net | (47,245) | | | 2,500 | | | (44,745) | | | Inventory | 11,310 | | | (7,166) | | | 4,144 | | | Prepaid and other assets | 7,986 | | | (983) | | | 7,003 | | | Advertising fund assets and liabilities, restricted | (12,220) | | | — | | | (12,220) | | | Other assets | (47,699) | | | — | | | (47,699) | | | Deferred commissions | (428) | | | — | | | (428) | | | Deferred revenue | 971 | | | 448 | | | 1,419 | | | Accounts payable | 3,968 | | | 18,458 | | | 22,426 | | | Accrued expenses and other liabilities | 8,022 | | | (9,831) | | | (1,809) | | | Income tax receivable | (3,431) | | | 2,014 | | | (1,417) | | | Cash provided by (used in) operating activities | 107,224 | | | (5,539) | | | 101,685 | | | Cash flows from investing activities: | | | | | | | Capital expenditures | (155,920) | | | — | | | (155,920) | | | Cash used in business acquisitions, net of cash acquired | (2,759) | | | — | | | (2,759) | | | Proceeds from sale-leaseback transactions | 11,808 | | | — | | | 11,808 | | | Proceeds from sale or disposal of businesses and fixed assets, net of cash sold | 112,845 | | | — | | | 112,845 | | | Cash used in investing activities | (34,026) | | | — | | | (34,026) | | | Cash flows from financing activities: | | | | | | | Payment of debt extinguishment and issuance costs | (871) | | | — | | | (871) | | | Repayment of long-term debt | (34,005) | | | — | | | (34,005) | | | Proceeds from revolving lines of credit and short-term debt | 46,000 | | | — | | | 46,000 | | | Repayment of revolving lines of credit and short-term debt | (71,000) | | | — | | | (71,000) | | | Repayment of principal portion of finance lease liability | (2,199) | | | (426) | | | (2,625) | | | Payment of Tax Receivable Agreement | (38,362) | | | — | | | (38,362) | | | | | | | | | | | | | | | Acquisition of non-controlling interest | (644) | | | — | | | (644) | | | Purchase of common stock | (2) | | | — | | | (2) | | | Tax obligations for share-based compensation | (980) | | | — | | | (980) | | | Cash used in financing activities | (102,063) | | | (426) | | | (102,489) | | | Effect of exchange rate changes on cash | (1,615) | | | — | | | (1,615) | |
| | | | | | | | | | | | | | | | | | | Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted | (30,480) | | | (5,965) | | | (36,445) | | | Cash and cash equivalents, beginning of period | 176,522 | | | (20,610) | | | 155,912 | | | Cash included in advertising fund assets, restricted, beginning of period | 38,537 | | | — | | | 38,537 | | | Restricted cash, beginning of period | 657 | | | — | | | 657 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period | 215,716 | | | (20,610) | | | 195,106 | | | Cash and cash equivalents, end of period | 148,814 | | | (26,575) | | | 122,239 | | | Cash included in advertising fund assets, restricted, end of period | 32,008 | | | — | | | 32,008 | | | Restricted cash, end of period | 4,414 | | | — | | | 4,414 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period | $ | 185,236 | | | $ | (26,575) | | | $ | 158,661 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Supplemental cash flow disclosures - US Car Wash: | | | | | | | Depreciation and amortization | 23,922 | | | — | | | 23,922 | | | Capital expenditures | 20,795 | | | 8,622 | | | 29,417 | | | Loss (gain) on sale or disposal of assets | 3,518 | | (3,715) | | | (197) | | | Asset impairment | 5,014 | | | (659) | | | 4,355 | | | | | | | | | Supplemental cash flow disclosures - International Car Wash: | | | | | | | Depreciation and amortization | 26,310 | | | — | | | 26,310 | | | Capital expenditures | 23,728 | | | — | | | 23,728 | | | Loss on sale or disposal of assets | 718 | | — | | | 718 | | Asset impairment | 134 | | | — | | | 134 | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 27, 2025 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 50,824 | | | $ | — | | | $ | 50,824 | | | $ | — | | | $ | 50,824 | | | | | | | | | | Company-operated store sales | 331,259 | | | — | | | 331,259 | | | — | | | 331,259 | | | | | | | | | | Independently-operated store sales | 51,410 | | | — | | | 51,410 | | | (51,410) | | | — | | | | | | | | | | Advertising contributions | 27,883 | | | — | | | 27,883 | | | — | | | 27,883 | | | | | | | | | | Supply and other revenue | 74,308 | | | (2,123) | | | 72,185 | | | (2,640) | | | 69,545 | | | | | | | | | | Total net revenue | 535,684 | | | (2,123) | | | 533,561 | | | (54,050) | | | 479,511 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 193,129 | | | (622) | | | 192,507 | | | — | | | 192,507 | | | | | | | | | | Independently-operated store expenses | 30,178 | | | (5) | | | 30,173 | | | (30,173) | | | — | | | | | | | | | | Advertising expenses | 27,884 | | | — | | | 27,884 | | | — | | | 27,884 | | | | | | | | | | Supply and other expenses | 42,552 | | | 761 | | | 43,313 | | | (808) | | | 42,505 | | | | | | | | | | Selling, general, and administrative expenses | 145,177 | | | 13,342 | | | 158,519 | | | (15,297) | | | 143,222 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | 34,828 | | | 398 | | | 35,226 | | | (12,940) | | | 22,286 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | 473,748 | | | 13,874 | | | 487,622 | | | (59,218) | | | 428,404 | | | | | | | | | | Operating income (loss) | 61,936 | | | (15,997) | | | 45,939 | | | 5,168 | | | 51,107 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 23,603 | | | 1,682 | | | 25,285 | | | (123) | | | 25,162 | | | | | | | | | | Foreign currency transaction gain, net | (5,419) | | | (252) | | | (5,671) | | | — | | | (5,671) | | | | | | | | | | Loss on debt extinguishment | 4,549 | | | — | | | 4,549 | | | — | | | 4,549 | | | | | | | | | | Other expenses, net | 22,733 | | | 1,430 | | | 24,163 | | | (123) | | | 24,040 | | | | | | | | | | Income (loss) before taxes from continuing operations | 39,203 | | | (17,427) | | | 21,776 | | | 5,291 | | | 27,067 | | | | | | | | | | Income tax (benefit) expense | (21,659) | | | (11,573) | | | (33,232) | | | (1,117) | | | (34,349) | | | | | | | | | | Net income (loss) from continuing operations | $ | 60,862 | | | $ | (5,854) | | | $ | 55,008 | | | $ | 6,408 | | | $ | 61,416 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss from discontinued operations, net of tax | — | | | — | | | — | | | (6,408) | | | (6,408) | | | | | | | | | Net income (loss) | $ | 60,862 | | | $ | (5,854) | | | $ | 55,008 | | | $ | — | | | $ | 55,008 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.37 | | | $ | (0.04) | | | $ | 0.33 | | | $ | 0.04 | | | $ | 0.37 | | | | | | | | | | Discontinued Operations | — | | | — | | | — | | | (0.04) | | | (0.04) | | | | | | | | | | Net basic earnings (loss) per share | $ | 0.37 | | | $ | (0.04) | | | $ | 0.33 | | | $ | — | | | $ | 0.33 | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.37 | | | $ | (0.04) | | | $ | 0.33 | | | $ | 0.04 | | | $ | 0.37 | | | | | | | | | | Discontinued Operations | — | | | — | | | — | | | (0.04) | | | (0.04) | | | | | | | | | | Net diluted earnings (loss) per share | $ | 0.37 | | | $ | (0.04) | | | $ | 0.33 | | | $ | — | | | $ | 0.33 | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 163,900 | | — | | 163,900 | | — | | 163,900 | | | | | | | | | Diluted | 165,124 | | — | | 165,124 | | — | | 165,124 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 27, 2025 | | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | Net income (loss) | | | | | | | | | $ | 60,862 | | | $ | (5,854) | | | $ | 55,008 | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | (10,452) | | | 8,315 | | | (2,137) | | | | | | | Unrealized loss from cash flow hedges, net of tax | | | | | | | | | (4,666) | | | (253) | | | (4,919) | | | | | | | Actuarial gain of defined pension plan, net of tax | | | | | | | | | — | | | — | | | — | | | | | | | Other comprehensive income (loss), net | | | | | | | | | (15,118) | | | 8,062 | | | (7,056) | | | | | | | Total comprehensive income | | | | | | | | | 45,744 | | | 2,208 | | | 47,952 | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive income attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | 45,744 | | | $ | 2,208 | | | $ | 47,952 | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended September 27, 2025 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 144,714 | | | $ | — | | | $ | 144,714 | | | $ | — | | | $ | 144,714 | | | | | | | | | | Company-operated store sales | 978,670 | | | — | | | 978,670 | | | — | | | 978,670 | | | | | | | | | | Independently-operated store sales | 189,841 | | | — | | | 189,841 | | | (189,841) | | | — | | | | | | | | | | Advertising contributions | 80,249 | | | — | | | 80,249 | | | — | | | 80,249 | | | | | | | | | | Supply and other revenue | 209,361 | | | (5,053) | | | 204,308 | | | (5,605) | | | 198,703 | | | | | | | | | | Total net revenue | 1,602,835 | | | (5,053) | | | 1,597,782 | | | (195,446) | | | 1,402,336 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 565,391 | | | 6,561 | | | 571,952 | | | — | | | 571,952 | | | | | | | | | | Independently-operated store expenses | 104,713 | | | 10 | | | 104,723 | | | (104,723) | | | — | | | | | | | | | | Advertising expenses | 80,249 | | | — | | | 80,249 | | | — | | | 80,249 | | | | | | | | | | Supply and other expenses | 116,939 | | | 2,882 | | | 119,821 | | | (2,726) | | | 117,095 | | | | | | | | | | Selling, general, and administrative expenses | 471,347 | | | (18,300) | | | 453,047 | | | (34,646) | | | 418,401 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | 102,883 | | | 1,198 | | | 104,081 | | | (42,355) | | | 61,726 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | 1,441,522 | | | (7,649) | | | 1,433,873 | | | (184,450) | | | 1,249,423 | | | | | | | | | | Operating income | 161,313 | | | 2,596 | | | 163,909 | | | (10,996) | | | 152,913 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 91,496 | | | 1,465 | | | 92,961 | | | (387) | | | 92,574 | | | | | | | | | | Foreign currency transaction (gain) loss, net | (17,406) | | | 2,605 | | | (14,801) | | | — | | | (14,801) | | | | | | | | | | Loss on debt extinguishment | 4,549 | | | — | | | 4,549 | | | — | | | 4,549 | | | | | | | | | | Other expenses, net | 78,639 | | | 4,070 | | | 82,709 | | | (387) | | | 82,322 | | | | | | | | | | Income (loss) before taxes from continuing operations | 82,674 | | | (1,474) | | | 81,200 | | | (10,609) | | | 70,591 | | | | | | | | | | Income tax (benefit) expense | (7,487) | | | (6,131) | | | (13,618) | | | (7,147) | | | (20,765) | | | | | | | | | | Net income from continuing operations | $ | 90,161 | | | $ | 4,657 | | | $ | 94,818 | | | $ | (3,462) | | | $ | 91,356 | | | | | | | | | | Gain on sale of discontinued operations, net of tax | 37,367 | | | 1,581 | | | 38,948 | | | — | | | 38,948 | | | | | | | | | | Net (loss) income from discontinued operations, net of tax | (13,596) | | | (1,192) | | | (14,788) | | | 3,462 | | | (11,326) | | | | | | | | | | Net income | $ | 113,932 | | | $ | 5,046 | | | $ | 118,978 | | | $ | — | | | $ | 118,978 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.55 | | | $ | 0.03 | | | $ | 0.58 | | | $ | (0.02) | | | $ | 0.56 | | | | | | | | | | Discontinued Operations | 0.14 | | | 0.01 | | | 0.15 | | | 0.02 | | | 0.17 | | | | | | | | | | Net basic earnings per share | $ | 0.69 | | | $ | 0.04 | | | $ | 0.73 | | | $ | — | | | $ | 0.73 | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.55 | | | $ | 0.03 | | | $ | 0.58 | | | $ | (0.02) | | | $ | 0.56 | | | | | | | | | | Discontinued Operations | 0.14 | | | 0.01 | | | 0.15 | | | 0.02 | | | 0.17 | | | | | | | | | | Net diluted earnings per share | $ | 0.69 | | | $ | 0.04 | | | $ | 0.73 | | | $ | — | | | $ | 0.73 | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 162,434 | | — | | 162,434 | | — | | 162,434 | | | | | | | | | Diluted | 163,686 | | — | | 163,686 | | — | | 163,686 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended September 27, 2025 | | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | Net income | | | | | | | | | $ | 113,932 | | | $ | 5,046 | | | $ | 118,978 | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | 51,287 | | | 4,131 | | | 55,418 | | | | | | | Unrealized loss from cash flow hedges, net of tax | | | | | | | | | (4,409) | | | (1,683) | | | (6,092) | | | | | | | Actuarial gain of defined pension plan, net of tax | | | | | | | | | 16 | | | — | | | 16 | | | | | | | Other comprehensive income, net | | | | | | | | | 46,894 | | | 2,448 | | | 49,342 | | | | | | | Total comprehensive income | | | | | | | | | 160,826 | | | 7,494 | | | 168,320 | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive income attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | 160,826 | | | $ | 7,494 | | | $ | 168,320 | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 27, 2025 | | (in thousands, except share and per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | $ | 162,028 | | | $ | (27,256) | | | $ | 134,772 | | | $ | (23,992) | | | $ | 110,780 | | | Restricted cash | 335 | | | — | | | 335 | | | — | | | 335 | | | Accounts and notes receivable, net | 188,208 | | | (29,129) | | | 159,079 | | | (3,997) | | | 155,082 | | | Inventory | 65,195 | | | (7,347) | | | 57,848 | | | (10,390) | | | 47,458 | | | Prepaid and other assets | 35,178 | | | (504) | | | 34,674 | | | (15,705) | | | 18,969 | | | Income tax receivable | 16,025 | | | 17,613 | | | 33,638 | | | (2,905) | | | 30,733 | | | Advertising fund assets, restricted | 63,617 | | | (1,367) | | | 62,250 | | | — | | | 62,250 | | | Assets held for sale | 54,540 | | | 1,475 | | | 56,015 | | | — | | | 56,015 | | | Current assets of discontinued operations | — | | | — | | | — | | | 56,989 | | | 56,989 | | | Total current assets | 585,126 | | | (46,515) | | | 538,611 | | | — | | | 538,611 | | | Other assets | 120,802 | | | 37 | | | 120,839 | | | — | | | 120,839 | | | Property and equipment, net | 758,874 | | | 7,177 | | | 766,051 | | | (309,960) | | | 456,091 | | | Operating lease right-of-use assets | 570,213 | | | 36,322 | | | 606,535 | | | (124,038) | | | 482,497 | | | Deferred commissions | 7,589 | | | — | | | 7,589 | | | — | | | 7,589 | | | Intangibles, net | 655,792 | | | — | | | 655,792 | | | (33,937) | | | 621,855 | | | Goodwill | 1,445,383 | | | — | | | 1,445,383 | | | (231,128) | | | 1,214,255 | | | Deferred tax assets | 9,151 | | | 1,445 | | | 10,596 | | | (1,245) | | | 9,351 | | | Non-current assets of discontinued operations | — | | | — | | | — | | | 700,308 | | | 700,308 | | | Total assets | $ | 4,152,930 | | | $ | (1,534) | | | $ | 4,151,396 | | | $ | — | | | $ | 4,151,396 | | | Liabilities and shareholders' equity | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | $ | 89,355 | | | $ | 13,313 | | | $ | 102,668 | | | $ | (9,615) | | | $ | 93,053 | | | Accrued expenses and other liabilities | 226,515 | | | 1,957 | | | 228,472 | | | (42,497) | | | 185,975 | | | Income tax payable | 13,190 | | | (208) | | | 12,982 | | | (120) | | | 12,862 | | | Current portion of long-term debt | 277,770 | | | 2,285 | | | 280,055 | | | (132) | | | 279,923 | | | Tax receivable agreement payable | 22,674 | | | 1,502 | | | 24,176 | | | — | | | 24,176 | | | Advertising fund liabilities | 18,644 | | | 3,966 | | | 22,610 | | | — | | | 22,610 | | | Current liabilities of discontinued operations | — | | | — | | | — | | | 52,364 | | | 52,364 | | | Total current liabilities | 648,148 | | | 22,815 | | | 670,963 | | | — | | | 670,963 | | | Long-term debt | 1,936,610 | | | 8,412 | | | 1,945,022 | | | (74) | | | 1,944,948 | | | Deferred tax liabilities | 72,249 | | | (5,506) | | | 66,743 | | | (63,118) | | | 3,625 | | | Operating lease liabilities | 541,110 | | | 36,635 | | | 577,745 | | | (104,082) | | | 473,663 | | | Tax receivable agreement payable | 110,907 | | | (6,470) | | | 104,437 | | | — | | | 104,437 | | | Deferred revenue | 29,641 | | | 808 | | | 30,449 | | | — | | | 30,449 | | | Long-term accrued expenses and other liabilities | 20,775 | | | — | | | 20,775 | | | (19,623) | | | 1,152 | | | Non-current liabilities of discontinued operations | — | | | — | | | — | | | 186,897 | | | 186,897 | | | Total liabilities | 3,359,440 | | | 56,694 | | | 3,416,134 | | | — | | | 3,416,134 | | | | | | | | | | | | 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 164,531,712 shares outstanding | 1,645 | | | — | | | 1,645 | | | — | | | 1,645 | | | Additional paid-in capital | 1,725,174 | | | 5,564 | | | 1,730,738 | | | — | | | 1,730,738 | | | Accumulated deficit | (888,651) | | | (85,741) | | | (974,392) | | | — | | | (974,392) | | | Accumulated other comprehensive (loss) income | (44,678) | | | 21,949 | | | (22,729) | | | — | | | (22,729) | | | | | | | | | | | | | | | | | | | | | | | Total shareholders’ equity | 793,490 | | | (58,228) | | | 735,262 | | | — | | | 735,262 | | | | | | | | | | | | | | | | | | | | | | | Total liabilities and shareholders' equity | $ | 4,152,930 | | | $ | (1,534) | | | $ | 4,151,396 | | | $ | — | | | $ | 4,151,396 | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 27, 2025 | | As Previously Reported | | Restatement Impacts | | As Restated | | (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 | 164,274,617 | | | $ | 1,643 | | | — | | | $ | — | | | 164,274,617 | | | $ | 1,643 | | | Stock issued relating to Employee Stock Purchase Plan | 31,912 | | | — | | | — | | | — | | | 31,912 | | | — | | | Shares issued for exercise/vesting of share-based compensation awards | 147,689 | | | 2 | | | — | | | — | | | 147,689 | | | 2 | | | Balance at end of period | 164,454,218 | | | $ | 1,645 | | | — | | | $ | — | | | 164,454,218 | | | $ | 1,645 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,720,825 | | | | | $ | 7,666 | | | | | $ | 1,728,491 | | | Share-based compensation expense | | | 5,191 | | | | | (2,102) | | | | | 3,089 | | | Stock issued relating to Employee Stock Purchase Plan | | | 438 | | | | | — | | | | | 438 | | | Tax obligations for share-based compensation | | | (1,280) | | | | | — | | | | | (1,280) | | | Balance at end of period | | | $ | 1,725,174 | | | | | $ | 5,564 | | | | | $ | 1,730,738 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (949,513) | | | | | $ | (79,887) | | | | | $ | (1,029,400) | | | Net income (loss) | | | 60,862 | | | | | (5,854) | | | | | 55,008 | | | Balance at end of period | | | $ | (888,651) | | | | | $ | (85,741) | | | | | $ | (974,392) | | | Accumulated other comprehensive (loss) income | | | | | | | | | | | | | Balance at beginning of period | | | $ | (29,560) | | | | | $ | 13,887 | | | | | $ | (15,673) | | | Other comprehensive (loss) income | | | (15,118) | | | | | 8,062 | | | | | (7,056) | | | Balance at end of period | | | $ | (44,678) | | | | | $ | 21,949 | | | | | $ | (22,729) | | | Total shareholders’ equity | | | $ | 793,490 | | | | | $ | (58,228) | | | | | $ | 735,262 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended September 27, 2025 | | As Previously Reported | | Restatement Impacts | | As Restated | | (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 | 163,842,248 | | | $ | 1,638 | | | — | | | $ | — | | | 163,842,248 | | | $ | 1,638 | | | Stock issued relating to Employee Stock Purchase Plan | 76,605 | | | 1 | | | — | | | — | | | 76,605 | | | 1 | | | Shares issued for exercise/vesting of share-based compensation awards | 540,973 | | | 6 | | | — | | | — | | | 540,973 | | | 6 | | | Forfeiture of restricted stock awards | (5,608) | | | — | | | — | | | — | | | (5,608) | | | — | | | Balance at end of period | 164,454,218 | | | $ | 1,645 | | | — | | | $ | — | | | 164,454,218 | | | $ | 1,645 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,699,851 | | | | | $ | 7,722 | | | | | $ | 1,707,573 | | | Share-based compensation expense | | | 28,269 | | | | | (2,158) | | | | | 26,111 | | | Stock issued relating to Employee Stock Purchase Plan | | | 961 | | | | | — | | | | | 961 | | | Tax obligations for share-based compensation | | | (3,907) | | | | | — | | | | | (3,907) | | | Balance at end of period | | | $ | 1,725,174 | | | | | $ | 5,564 | | | | | $ | 1,730,738 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (1,002,583) | | | | | $ | (90,787) | | | | | $ | (1,093,370) | | | Net income | | | 113,932 | | | | | 5,046 | | | | | 118,978 | | | Balance at end of period | | | $ | (888,651) | | | | | $ | (85,741) | | | | | $ | (974,392) | | | Accumulated other comprehensive loss (income) | | | | | | | | | | | | | Balance at beginning of period | | | $ | (91,572) | | | | | $ | 19,501 | | | | | $ | (72,071) | | | Other comprehensive income | | | 46,894 | | | | | 2,448 | | | | | 49,342 | | | Balance at end of period | | | $ | (44,678) | | | | | $ | 21,949 | | | | | $ | (22,729) | | | Total shareholders’ equity | | | $ | 793,490 | | | | | $ | (58,228) | | | | | $ | 735,262 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) | | | | | | | | | | | | | | | | | | | Nine Months Ended September 27, 2025 | | (in thousands) | As Previously Reported | | Restatement Impacts | | As Restated | | Net income | $ | 113,932 | | | $ | 5,046 | | | $ | 118,978 | | | Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | Depreciation and amortization | 105,109 | | | 1,198 | | | 106,307 | | | Share-based compensation expense | 28,269 | | | (2,157) | | | 26,112 | | | (Gain) loss on foreign denominated transactions | (21,560) | | | 4,287 | | | (17,273) | | | Loss (gain) on foreign currency derivatives | 4,154 | | | (1,683) | | | 2,471 | | | Gain on sale and disposal of businesses, fixed assets, and sale leaseback transactions | (21,560) | | | (11,908) | | | (33,468) | | | Loss on fair value of seller note receivable | 17,000 | | | — | | | 17,000 | | | Reclassification of interest rate hedge to income | (5,980) | | | — | | | (5,980) | | | Bad debt expense | 13,275 | | | (48) | | | 13,227 | | | Asset impairment charges and lease terminations | 19,747 | | | 6,598 | | | 26,345 | | | Amortization of deferred financing costs and bond discounts | 7,441 | | | — | | | 7,441 | | | Amortization of cloud computing | 15,190 | | | (1,878) | | | 13,312 | | | (Benefit) provision for deferred income taxes | (36,628) | | | 18,511 | | | (18,117) | | | Loss on extinguishment of debt | 4,549 | | | — | | | 4,549 | | | Other, net | (2,500) | | | (2,640) | | | (5,140) | | | Changes in operating assets and liabilities, net of acquisitions: | | | | | | | Accounts and notes receivable, net | (30,866) | | | 2,754 | | | (28,112) | | | Inventory | 2,657 | | | 336 | | | 2,993 | | | Prepaid and other assets | 2,242 | | | 929 | | | 3,171 | | | Advertising fund assets and liabilities, restricted | (14,845) | | | — | | | (14,845) | | | Other assets | (18,210) | | | 745 | | | (17,465) | | | Deferred commissions | (343) | | | — | | | (343) | | | Deferred revenue | (1,679) | | | 230 | | | (1,449) | | | Accounts payable | (533) | | | 1,111 | | | 578 | | | Accrued expenses and other liabilities | 39,296 | | | (3,489) | | | 35,807 | | | Income tax receivable | 16,588 | | | (12,723) | | | 3,865 | | | Cash provided by operating activities | 234,745 | | | 5,219 | | | 239,964 | | | Cash flows from investing activities: | | | | | | | Capital expenditures | (167,384) | | | (966) | | | (168,350) | | | Cash used in business acquisitions, net of cash acquired | (8,112) | | | — | | | (8,112) | | | Proceeds from sale leaseback transactions | 35,279 | | | — | | | 35,279 | | | Proceeds from Seller Note | 113,000 | | | — | | | 113,000 | | | Proceeds from sale or disposal of businesses and fixed assets, net of cash sold | 277,062 | | | (2,265) | | | 274,797 | | | Cash provided by (used in) investing activities | 249,845 | | | (3,231) | | | 246,614 | | | Cash flows from financing activities: | | | | | | | Payment of debt extinguishment and issuance costs | (1,414) | | | — | | | (1,414) | | | Repayment of long-term debt | (370,915) | | | — | | | (370,915) | | | Proceeds from revolving lines of credit and short-term debt | 121,000 | | | — | | | 121,000 | | | Repayment of revolving lines of credit and short-term debt | (236,000) | | | — | | | (236,000) | | | Repayment of principal portion of finance lease liability | (3,581) | | | (1,100) | | | (4,681) | |
| | | | | | | | | | | | | | | | | | | Tax obligations for share-based compensation | (3,907) | | | — | | | (3,907) | | | Stock option exercises | — | | | — | | | — | | | Other, net | — | | | — | | | — | | | Cash used in financing activities | (494,817) | | | (1,100) | | | (495,917) | | | Effect of exchange rate changes on cash | 4,709 | | | — | | | 4,709 | | | Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted | (5,518) | | | 888 | | | (4,630) | | | Cash and cash equivalents, beginning of period | 169,954 | | | (28,144) | | | 141,810 | | | Cash included in advertising fund assets, restricted, beginning of period | 38,930 | | | — | | | 38,930 | | | Restricted cash, beginning of period | 358 | | | — | | | 358 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period | 209,242 | | | (28,144) | | | 181,098 | | | Cash and cash equivalents, end of period | 162,028 | | | (27,256) | | | 134,772 | | | Cash included in advertising fund assets, restricted, end of period | 41,361 | | | — | | | 41,361 | | | Restricted cash, end of period | 335 | | | — | | | 335 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period | $ | 203,724 | | | $ | (27,256) | | | $ | 176,468 | | | | | | | | | Supplemental cash flow disclosures - non-cash items: | | | | | | | Capital expenditures included in accrued expenses and other liabilities | 5,745 | | | (602) | | | 5,143 | | | | | | | | | Supplemental cash flow disclosures - US Car Wash: | | | | | | | Depreciation and amortization | 2,226 | | — | | | 2,226 | | Capital expenditures | 2,948 | | | 1,709 | | | 4,657 | | | Loss on sale or disposal of assets | — | | | 7,634 | | | 7,634 | | Asset impairment | 553 | | | (77) | | | 476 | | | | | | | | | Supplemental cash flow disclosures - International Car Wash: | | | | | | | Depreciation and amortization | 42,355 | | — | | | 42,355 | | Capital expenditures | 21,596 | | | — | | | 21,596 | | | Loss on sale or disposal of assets | 288 | | — | | | 288 | | Asset impairment | 144 | | | — | | | 144 | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 28, 2024 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 49,475 | | | $ | — | | | $ | 49,475 | | | $ | — | | | $ | 49,475 | | | | | | | | | | Company-operated store sales | 298,798 | | | (675) | | | 298,123 | | | — | | | 298,123 | | | | | | | | | | Independently-operated store sales | 49,959 | | | — | | | 49,959 | | | (49,959) | | | — | | | | | | | | | | Advertising contributions | 26,823 | | | — | | | 26,823 | | | — | | | 26,823 | | | | | | | | | | Supply and other revenue | 77,284 | | | (4,631) | | | 72,653 | | | (1,759) | | | 70,894 | | | | | | | | | | Total net revenue | 502,339 | | | (5,306) | | | 497,033 | | | (51,718) | | | 445,315 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 177,510 | | | (8,646) | | | 168,864 | | | — | | | 168,864 | | | | | | | | | | Independently-operated store expenses | 29,382 | | | — | | | 29,382 | | | (29,382) | | | — | | | | | | | | | | Advertising expenses | 26,823 | | | 294 | | | 27,117 | | | — | | | 27,117 | | | | | | | | | | Supply and other expenses | 35,779 | | | 9,417 | | | 45,196 | | | (868) | | | 44,328 | | | | | | | | | | Selling, general, and administrative expenses | 149,789 | | | (4,643) | | | 145,146 | | | (8,096) | | | 137,050 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | 33,418 | | | 393 | | | 33,811 | | | (14,044) | | | 19,767 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | 452,701 | | | (3,185) | | | 449,516 | | | (52,390) | | | 397,126 | | | | | | | | | | Operating income (loss) | 49,638 | | | (2,121) | | | 47,517 | | | 672 | | | 48,189 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 43,674 | | | 58 | | | 43,732 | | | (136) | | | 43,596 | | | | | | | | | | Foreign currency transaction loss (gain), net | 765 | | | (177) | | | 588 | | | — | | | 588 | | | | | | | | | | Loss on debt extinguishment | 205 | | | — | | | 205 | | | — | | | 205 | | | | | | | | | | Other expenses, net | 44,644 | | | (119) | | | 44,525 | | | (136) | | | 44,389 | | | | | | | | | | Income (loss) before taxes from continuing operations | 4,994 | | | (2,002) | | | 2,992 | | | 808 | | | 3,800 | | | | | | | | | | Income tax expense | 16,474 | | | 1,283 | | | 17,757 | | | (2,594) | | | 15,163 | | | | | | | | | | Net loss from continuing operations | $ | (11,480) | | | $ | (3,285) | | | $ | (14,765) | | | $ | 3,402 | | | $ | (11,363) | | | | | | | | | | | | | | | | | | | | | | | | | | | Net (loss) income from discontinued operations, net of tax | (3,467) | | | 26 | | | (3,441) | | | (3,402) | | | (6,843) | | | | | | | | | | Net loss | $ | (14,947) | | | $ | (3,259) | | | $ | (18,206) | | | $ | — | | | $ | (18,206) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic (loss) income per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | (0.07) | | | $ | (0.02) | | | $ | (0.09) | | | $ | 0.02 | | | $ | (0.07) | | | | | | | | | | Discontinued Operations | (0.02) | | | — | | | (0.02) | | | (0.02) | | | (0.04) | | | | | | | | | | Net basic loss per share | $ | (0.09) | | | $ | (0.02) | | | $ | (0.11) | | | $ | — | | | $ | (0.11) | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted (loss) income per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | (0.07) | | | $ | (0.02) | | | $ | (0.09) | | | $ | 0.02 | | | $ | (0.07) | | | | | | | | | | Discontinued Operations | (0.02) | | | — | | | (0.02) | | | (0.02) | | | (0.04) | | | | | | | | | | Net diluted loss per share | $ | (0.09) | | | $ | (0.02) | | | $ | (0.11) | | | $ | — | | | $ | (0.11) | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 159,804 | | — | | 159,804 | | — | | 159,804 | | | | | | | | | Diluted | 159,804 | | — | | 159,804 | | — | | 159,804 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 28, 2024 | | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | Net loss | | | | | | | | | $ | (14,947) | | | $ | (3,259) | | | $ | (18,206) | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | 21,212 | | | 1,927 | | | 23,139 | | | | | | | Unrealized gain (loss) from cash flow hedges, net of tax | | | | | | | | | 558 | | | (1,108) | | | (550) | | | | | | | Actuarial gain of defined pension plan, net of tax | | | | | | | | | 12 | | | — | | | 12 | | | | | | | Other comprehensive income, net | | | | | | | | | 21,782 | | | 819 | | | 22,601 | | | | | | | Total comprehensive income (loss) | | | | | | | | | 6,835 | | | (2,440) | | | 4,395 | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive income (loss) attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | 6,835 | | | $ | (2,440) | | | $ | 4,395 | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended September 28, 2024 | | | | (in thousands, except per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | | | | | | | | Net revenue: | | | | | | | | | | | | | | | | | | Franchise royalties and fees | $ | 144,549 | | | $ | — | | | $ | 144,549 | | | $ | — | | | $ | 144,549 | | | | | | | | | | Company-operated store sales | 884,944 | | | (2,126) | | | 882,818 | | | — | | | 882,818 | | | | | | | | | | Independently-operated store sales | 163,286 | | | — | | | 163,286 | | | (163,286) | | | — | | | | | | | | | | Advertising contributions | 75,804 | | | — | | | 75,804 | | | — | | | 75,804 | | | | | | | | | | Supply and other revenue | 234,544 | | | (7,839) | | | 226,705 | | | (4,606) | | | 222,099 | | | | | | | | | | Total net revenue | 1,503,127 | | | (9,965) | | | 1,493,162 | | | (167,892) | | | 1,325,270 | | | | | | | | | | Operating expenses: | | | | | | | | | | | | | | | | | | Company-operated store expenses | 525,529 | | | (22,487) | | | 503,042 | | | — | | | 503,042 | | | | | | | | | | Independently-operated store expenses | 90,693 | | | — | | | 90,693 | | | (90,693) | | | — | | | | | | | | | | Advertising expenses | 75,804 | | | 882 | | | 76,686 | | | — | | | 76,686 | | | | | | | | | | Supply and other expenses | 112,531 | | | 24,660 | | | 137,191 | | | (2,760) | | | 134,431 | | | | | | | | | | Selling, general, and administrative expenses | 393,418 | | | 2,048 | | | 395,466 | | | (26,289) | | | 369,177 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation and amortization | 97,358 | | | 906 | | | 98,264 | | | (40,354) | | | 57,910 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total operating expenses | 1,295,333 | | | 6,009 | | | 1,301,342 | | | (160,096) | | | 1,141,246 | | | | | | | | | | Operating income (loss) | 207,794 | | | (15,974) | | | 191,820 | | | (7,796) | | | 184,024 | | | | | | | | | | Other expenses, net: | | | | | | | | | | | | | | | | | | Interest expense, net | 119,241 | | | 2,167 | | | 121,408 | | | (410) | | | 120,998 | | | | | | | | | | Foreign currency transaction loss, net | 5,767 | | | 322 | | | 6,089 | | | — | | | 6,089 | | | | | | | | | | Loss on debt extinguishment | 205 | | | — | | | 205 | | | — | | | 205 | | | | | | | | | | Other expenses, net | 125,213 | | | 2,489 | | | 127,702 | | | (410) | | | 127,292 | | | | | | | | | | Income (loss) before taxes from continuing operations | 82,581 | | | (18,463) | | | 64,118 | | | (7,386) | | | 56,732 | | | | | | | | | | Income tax expense (benefit) | 45,292 | | | (4,923) | | | 40,369 | | | (4,444) | | | 35,925 | | | | | | | | | | Net income (loss) from continuing operations | $ | 37,289 | | | $ | (13,540) | | | $ | 23,749 | | | $ | (2,942) | | | $ | 20,807 | | | | | | | | | | | | | | | | | | | | | | | | | | | Net (loss) income from discontinued operations, net of tax | (17,816) | | | 3,427 | | | (14,389) | | | 2,942 | | | (11,447) | | | | | | | | | Net income (loss) | $ | 19,473 | | | $ | (10,113) | | | $ | 9,360 | | | $ | — | | | $ | 9,360 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Basic earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.23 | | | $ | (0.08) | | | $ | 0.15 | | | $ | (0.02) | | | $ | 0.13 | | | | | | | | | | Discontinued Operations | (0.11) | | | 0.02 | | | (0.09) | | | 0.02 | | | (0.07) | | | | | | | | | | Net basic earnings (loss) per share | $ | 0.12 | | | $ | (0.06) | | | $ | 0.06 | | | $ | — | | | $ | 0.06 | | | | | | | | | | | | | | | | | | | | | | | | | | | Diluted earnings (loss) per share: | | | | | | | | | | | | | | | | | | Continuing Operations | $ | 0.23 | | | $ | (0.08) | | | $ | 0.15 | | | $ | (0.02) | | | $ | 0.13 | | | | | | | | | | Discontinued Operations | (0.11) | | | 0.02 | | | (0.09) | | | 0.02 | | | (0.07) | | | | | | | | | | Net diluted earnings (loss) per share | $ | 0.12 | | | $ | (0.06) | | | $ | 0.06 | | | $ | — | | | $ | 0.06 | | | | | | | | | | | | | | | | | | | | | | | | | | | Weighted average shares outstanding | | | | | | | | | | | | | | | | | | Basic | 159,743 | | — | | 159,743 | | — | | 159,743 | | | | | | | | | Diluted | 160,713 | | — | | 160,713 | | — | | 160,713 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended September 28, 2024 | | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | (in thousands) | | | | | | | | | | | | | | | | | | | Net income (loss) | | | | | | | | | $ | 19,473 | | | $ | (10,113) | | | $ | 9,360 | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustments | | | | | | | | | 2,629 | | | 1,925 | | | 4,554 | | | | | | | Unrealized loss from cash flow hedges, net of tax | | | | | | | | | (924) | | | (609) | | | (1,533) | | | | | | | Actuarial gain of defined pension plan, net of tax | | | | | | | | | 2 | | | — | | | 2 | | | | | | | Other comprehensive income (loss), net | | | | | | | | | 1,707 | | | 1,316 | | | 3,023 | | | | | | | Total comprehensive income (loss) | | | | | | | | | 21,180 | | | (8,797) | | | 12,383 | | | | | | | Comprehensive income attributable to non-controlling interests | | | | | | | | | — | | | — | | | — | | | | | | | Comprehensive income (loss) attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | 21,180 | | | $ | (8,797) | | | $ | 12,383 | | | | | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | September 28, 2024 | | (in thousands, except share and per share amounts) | As Previously Reported | | Restatement Impacts | | As Restated | | Discontinued Operations Reclassification Impacts | | As Restated and Recast | | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | $ | 204,181 | | | $ | (26,123) | | | $ | 178,058 | | | $ | (73,548) | | | $ | 104,510 | | | Restricted cash | 4,414 | | | — | | | 4,414 | | | — | | | 4,414 | | | Accounts and notes receivable, net | 171,887 | | | (27,242) | | | 144,645 | | | (4,479) | | | 140,166 | | | Inventory | 69,857 | | | (6,577) | | | 63,280 | | | (13,383) | | | 49,897 | | | Prepaid and other assets | 37,483 | | | 236 | | | 37,719 | | | (20,014) | | | 17,705 | | | Income tax receivable | 18,429 | | | 1,310 | | | 19,739 | | | (4,480) | | | 15,259 | | | Advertising fund assets, restricted | 54,939 | | | (757) | | | 54,182 | | | — | | | 54,182 | | | Assets held for sale | 185,985 | | | — | | | 185,985 | | | (55,214) | | | 130,771 | | | Current assets of discontinued operations | — | | | — | | | — | | | 171,118 | | | 171,118 | | | Total current assets | 747,175 | | | (59,153) | | | 688,022 | | | — | | | 688,022 | | | Other assets | 116,046 | | | (4,410) | | | 111,636 | | | (3,312) | | | 108,324 | | | Property and equipment, net | 1,418,352 | | | (2,079) | | | 1,416,273 | | | (1,004,229) | | | 412,044 | | | Operating lease right-of-use assets | 1,362,917 | | | 22,208 | | | 1,385,125 | | | (967,435) | | | 417,690 | | | Deferred commissions | 6,955 | | | — | | | 6,955 | | | — | | | 6,955 | | | Intangibles, net | 677,277 | | | — | | | 677,277 | | | (34,198) | | | 643,079 | | | Goodwill | 1,427,467 | | | — | | | 1,427,467 | | | (213,686) | | | 1,213,781 | | | Deferred tax assets | 3,627 | | | 1,049 | | | 4,676 | | | — | | | 4,676 | | | Non-current assets of discontinued operations | — | | | — | | | — | | | 2,222,860 | | | 2,222,860 | | | Total assets | $ | 5,759,816 | | | $ | (42,385) | | | $ | 5,717,431 | | | $ | — | | | $ | 5,717,431 | | | Liabilities and shareholders' equity | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Accounts payable | $ | 78,759 | | | $ | 26,086 | | | $ | 104,845 | | | $ | (16,040) | | | $ | 88,805 | | | Accrued expenses and other liabilities | 254,341 | | | 2,275 | | | 256,616 | | | (88,145) | | | 168,471 | | | Income tax payable | 1,016 | | | — | | | 1,016 | | | — | | | 1,016 | | | Current portion of long-term debt | 32,872 | | | 1,452 | | | 34,324 | | | (1,041) | | | 33,283 | | | Tax receivable agreement payable | — | | | — | | | — | | | — | | | — | | | Advertising fund liabilities | 26,668 | | | 5,370 | | | 32,038 | | | — | | | 32,038 | | | Current liabilities of discontinued operations | — | | | — | | | — | | | 105,226 | | | 105,226 | | | Total current liabilities | 393,656 | | | 35,183 | | | 428,839 | | | — | | | 428,839 | | | Long-term debt | 2,732,572 | | | 3,048 | | | 2,735,620 | | | (4,365) | | | 2,731,255 | | | Deferred tax liabilities | 164,713 | | | (17,820) | | | 146,893 | | | (60,403) | | | 86,490 | | | Operating lease liabilities | 1,311,895 | | | 22,902 | | | 1,334,797 | | | (925,751) | | | 409,046 | | | Tax receivable agreement payable | 133,611 | | | (338) | | | 133,273 | | | — | | | 133,273 | | | Deferred revenue | 31,750 | | | 579 | | | 32,329 | | | — | | | 32,329 | | | Long-term accrued expenses and other liabilities | 28,812 | | | — | | | 28,812 | | | (26,355) | | | 2,457 | | | Non-current liabilities of discontinued operations | — | | | — | | | — | | | 1,016,874 | | | 1,016,874 | | | Total liabilities | 4,797,009 | | | 43,554 | | | 4,840,563 | | | — | | | 4,840,563 | | | | | | | | | | | | 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 164,531,712 shares outstanding | 1,641 | | | — | | | 1,641 | | | — | | | 1,641 | | | Additional paid-in capital | 1,687,948 | | | 6,700 | | | 1,694,648 | | | — | | | 1,694,648 | | | Accumulated deficit | (690,614) | | | (95,943) | | | (786,557) | | | — | | | (786,557) | | | Accumulated other comprehensive (loss) income | (36,168) | | | 3,304 | | | (32,864) | | | — | | | (32,864) | | | | | | | | | | | | | | | | | | | | | | | Total shareholders’ equity | 962,807 | | | (85,939) | | | 876,868 | | | — | | | 876,868 | | | | | | | | | | | | | | | | | | | | | | | Total liabilities and shareholders' equity | $ | 5,759,816 | | | $ | (42,385) | | | $ | 5,717,431 | | | $ | — | | | $ | 5,717,431 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended September 28, 2024 | | As Previously Reported | | Restatement Impacts | | As Restated | | (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 | 164,082,430 | | | $ | 1,641 | | | — | | | $ | — | | | 164,082,430 | | | $ | 1,641 | | | Stock issued relating to Employee Stock Purchase Plan | 29,432 | | | — | | | — | | | — | | | 29,432 | | | — | | | Shares issued for exercise/vesting of share-based compensation awards | 1,932 | | | — | | | — | | | — | | | 1,932 | | | — | | | Balance at end of period | 164,113,794 | | | $ | 1,641 | | | — | | | $ | — | | | 164,113,794 | | | $ | 1,641 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,674,766 | | | | | $ | 6,009 | | | | | $ | 1,680,775 | | | Share-based compensation expense | | | 12,798 | | | | | 691 | | | | | 13,489 | | | Stock issued relating to Employee Stock Purchase Plan | | | 402 | | | | | — | | | | | 402 | | | Tax obligations for share-based compensation | | | (18) | | | | | — | | | | | (18) | | | Balance at end of period | | | $ | 1,687,948 | | | | | $ | 6,700 | | | | | $ | 1,694,648 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (675,667) | | | | | $ | (92,684) | | | | | $ | (768,351) | | | Net loss | | | (14,947) | | | | | (3,259) | | | | | (18,206) | | | Balance at end of period | | | $ | (690,614) | | | | | $ | (95,943) | | | | | $ | (786,557) | | | Accumulated other comprehensive (loss) income | | | | | | | | | | | | | Balance at beginning of period | | | $ | (57,950) | | | | | $ | 2,485 | | | | | $ | (55,465) | | | Other comprehensive income | | | 21,782 | | | | | 819 | | | | | 22,601 | | | Balance at end of period | | | $ | (36,168) | | | | | $ | 3,304 | | | | | $ | (32,864) | | | Total shareholders’ equity | | | $ | 962,807 | | | | | $ | (85,939) | | | | | $ | 876,868 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (Unaudited) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nine Months Ended September 28, 2024 | | As Previously Reported | | Restatement Impacts | | As Restated | | (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 | | | — | | | $ | — | | | 163,965,231 | | | $ | 1,640 | | | Stock issued relating to Employee Stock Purchase Plan | 73,196 | | | — | | | — | | | — | | | 73,196 | | | — | | | Shares issued for exercise/vesting of share-based compensation awards | 174,953 | | | 2 | | | — | | | — | | | 174,953 | | | 2 | | | Share repurchases | — | | | — | | | — | | | — | | | — | | | — | | | Forfeiture of restricted stock awards | (99,586) | | | (1) | | | — | | | — | | | (99,586) | | | (1) | | | Balance at end of period | 164,113,794 | | | $ | 1,641 | | | — | | | $ | — | | | 164,113,794 | | | $ | 1,641 | | | Additional paid-in capital | | | | | | | | | | | | | Balance at beginning of period | | | $ | 1,652,401 | | | | | $ | 3,765 | | | | | $ | 1,656,166 | | | Share-based compensation expense | | | 35,641 | | | | | 2,935 | | | | | 38,576 | | | Stock issued relating to Employee Stock Purchase Plan | | | 904 | | | | | — | | | | | 904 | | | Tax obligations for share-based compensation | | | (998) | | | | | — | | | | | (998) | | | Balance at end of period | | | $ | 1,687,948 | | | | | $ | 6,700 | | | | | $ | 1,694,648 | | | Accumulated deficit | | | | | | | | | | | | | Balance at beginning of period | | | $ | (710,087) | | | | | $ | (85,830) | | | | | $ | (795,917) | | | Net income (loss) | | | 19,473 | | | | | (10,113) | | | | | 9,360 | | | Balance at end of period | | | $ | (690,614) | | | | | $ | (95,943) | | | | | $ | (786,557) | | | Accumulated other comprehensive (loss) income | | | | | | | | | | | | | Balance at beginning of period | | | $ | (37,875) | | | | | $ | 1,988 | | | | | $ | (35,887) | | | Other comprehensive income | | | 1,707 | | | | | 1,316 | | | | | 3,023 | | | Balance at end of period | | | $ | (36,168) | | | | | $ | 3,304 | | | | | $ | (32,864) | | | Non-controlling interests | | | | | | | | | | | | | Balance at beginning of period | | | $ | 644 | | | | | $ | — | | | | | $ | 644 | | | Acquisition of non-controlling interest | | | (644) | | | | | — | | | | | (644) | | | Balance at end of period | | | $ | — | | | | | $ | — | | | | | $ | — | | | Total shareholders’ equity | | | $ | 962,807 | | | | | $ | (85,939) | | | | | $ | 876,868 | |
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) | | | | | | | | | | | | | | | | | | | Nine Months Ended September 28, 2024 | | (in thousands) | As Previously Reported | | Restatement Impacts | | As Restated | | Net income (loss) | $ | 19,473 | | | $ | (10,113) | | | $ | 9,360 | | | Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | Depreciation and amortization | 131,219 | | | 907 | | | 132,126 | | | Share-based compensation expense | 35,641 | | | 2,936 | | | 38,577 | | | Loss on foreign denominated transactions | 8,744 | | | 301 | | | 9,045 | | | (Gain) loss on foreign currency derivatives | (2,977) | | | 19 | | | (2,958) | | | Loss (gain) on sale and disposal of businesses, fixed assets, and sale-leaseback transactions | 32,998 | | | (4,050) | | | 28,948 | | | Reclassification of interest rate hedge to income | (1,560) | | | — | | | (1,560) | | | Bad debt expense | 5,759 | | | 1,667 | | | 7,426 | | | Asset impairment charges and lease terminations | 15,008 | | | — | | | 15,008 | | | Amortization of deferred financing costs and bond discounts | 7,240 | | | — | | | 7,240 | | | Amortization of cloud computing | 3,436 | | | 3,027 | | | 6,463 | | | Provision for deferred income taxes | 13,571 | | | (4,044) | | | 9,527 | | | Loss on extinguishment of debt | 205 | | | — | | | 205 | | | Other, net | 3,219 | | | 2,070 | | | 5,289 | | | Changes in assets and liabilities, net of acquisitions: | | | | | | | Accounts and notes receivable, net | (37,752) | | | 3,050 | | | (34,702) | | | Inventory | 1,337 | | | (5,384) | | | (4,047) | | | Prepaid and other assets | 7,648 | | | (1,444) | | | 6,204 | | | Advertising fund assets and liabilities, restricted | (4,209) | | | — | | | (4,209) | | | Other assets | (63,015) | | | — | | | (63,015) | | | Deferred commissions | 642 | | | — | | | 642 | | | Deferred revenue | 1,248 | | | 448 | | | 1,696 | | | Accounts payable | 11,504 | | | 13,900 | | | 25,404 | | | Accrued expenses and other liabilities | 27,359 | | | (4,127) | | | 23,232 | | | Income tax receivable | (8,230) | | | (721) | | | (8,951) | | | Cash provided by (used in) operating activities | 208,508 | | | (1,558) | | | 206,950 | | | Cash flows from investing activities: | | | | | | | Capital expenditures | (219,307) | | | (3,196) | | | (222,503) | | | Cash used in business acquisitions, net of cash acquired | (2,759) | | | — | | | (2,759) | | | Proceeds from sale-leaseback transactions | 17,944 | | | — | | | 17,944 | | | Proceeds from sale or disposal of businesses and fixed assets, net of cash sold | 255,548 | | | — | | | 255,548 | | | Cash provided by (used in) investing activities | 51,426 | | | (3,196) | | | 48,230 | | | Cash flows from financing activities: | | | | | | | Payment of debt extinguishment and issuance costs | (9,646) | | | — | | | (9,646) | | | Proceeds from the issuance of long-term debt | 274,794 | | | — | | | 274,794 | | | Repayment of long-term debt | (422,492) | | | — | | | (422,492) | | | Proceeds from revolving lines of credit and short-term debt | 46,000 | | | — | | | 46,000 | | | Repayment of revolving lines of credit and short-term debt | (71,000) | | | — | | | (71,000) | | | Repayment of principal portion of finance lease liability | (4,301) | | | (759) | | | (5,060) | | | Payment of Tax Receivable Agreement | (38,374) | | | — | | | (38,374) | | | Acquisition of non-controlling interest | (644) | | | — | | | (644) | | | | | | | | | Other, net | (998) | | | — | | | (998) | | | Cash used in financing activities | (226,661) | | | (759) | | | (227,420) | | | Effect of exchange rate changes on cash | 71 | | | — | | | 71 | | | Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted | 33,344 | | | (5,513) | | | 27,831 | |
| | | | | | | | | | | | | | | | | | | Cash and cash equivalents, beginning of period | 176,522 | | | (20,610) | | | 155,912 | | | Cash included in advertising fund assets, restricted, beginning of period | 38,537 | | | — | | | 38,537 | | | Restricted cash, beginning of period | 657 | | | — | | | 657 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period | 215,716 | | | (20,610) | | | 195,106 | | | Cash and cash equivalents, end of period | 204,181 | | | (26,123) | | | 178,058 | | | Cash included in advertising fund assets, restricted, end of period | 40,465 | | | — | | | 40,465 | | | Restricted cash, end of period | 4,414 | | | — | | | 4,414 | | | Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period | $ | 249,060 | | | $ | (26,123) | | | $ | 222,937 | | | | | | | | | Supplemental cash flow disclosures - non-cash items: | | | | | | | Capital expenditures included in accrued expenses and other liabilities | 16,742 | | | (3,196) | | | 13,546 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | Supplemental cash flow disclosures - US Car Wash: | | | | | | | Depreciation and amortization | 33,861 | | | — | | | 33,861 | | | Capital expenditures | 23,287 | | | 11,639 | | | 34,926 | | | Loss (gain) on sale or disposal of assets | 4,191 | | (3,715) | | | 476 | | Asset impairment | 8,151 | | | (723) | | | 7,428 | | | | | | | | | Supplemental cash flow disclosures - International Car Wash: | | | | | | | Depreciation and amortization | 40,354 | | | — | | | 40,354 | | | Capital expenditures | 37,708 | | | — | | | 37,708 | | | Loss on sale or disposal of assets | 951 | | — | | | 951 | | Asset impairment | 191 | | | — | | | 191 | | | | | | | |
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