CONSOLIDATED STATEMENT OF OPERATIONS


	Year Ended December 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	$	188,634	$	—	$	188,634	—		$	188,634
Company-operated store sales	1,544,932		(2,354)		1,542,578		(363,795)		1,178,783
Independently-operated store sales	212,396		—		212,396		(212,396)		—
Advertising contributions	101,316		1,753		103,069		—		103,069
Supply and other revenue	292,310		(3,636)		288,674		(6,684)		281,990
Total net revenue	2,339,588		(4,237)		2,335,351		(582,875)		1,752,476
Operating expenses:
Company-operated store expenses	993,090		(32,692)		960,398		(283,508)		676,890
Independently-operated store expenses	121,325		(6)		121,319		(121,319)		—
Advertising expenses	101,617		1,843		103,460		—		103,460
Supply and other expenses	139,658		35,855		175,513		(3,725)		171,788
Selling, general, and administrative expenses	554,775		153		554,928		(89,936)		464,992
Depreciation and amortization	180,112		1,297		181,409		(102,420)		78,989


Asset impairment charges and lease terminations	389,242		—		389,242		(332,704)		56,538
Total operating expenses	2,479,819		6,450		2,486,269		(933,612)		1,552,657
Operating (loss) income	(140,231)		(10,687)		(150,918)		350,737		199,819
Other expenses, net:
Interest expense, net	156,964		872		157,836		(845)		156,991
Foreign currency transaction loss (gain), net	20,239		(2,709)		17,530		—		17,530
Loss on debt extinguishment	205		—		205		—		205
Other expenses, net	177,408		(1,837)		175,571		(845)		174,726
(Loss) income before taxes from continuing operations	(317,639)		(8,850)		(326,489)		351,582		25,093
Income tax (benefit) expense	(25,143)		(3,893)		(29,036)		53,583		24,547
Net (loss) income from continuing operations	$	(292,496)	$	(4,957)	$	(297,453)	$	297,999	$	546

Net loss from discontinued operations, net of tax	—		—		—		(297,999)		(297,999)
Net loss	$	(292,496)	$	(4,957)	$	(297,453)	$	—	$	(297,453)


Basic (loss) earnings per share:
Continuing Operations	$	(1.79)	$	(0.07)	$	(1.86)	$	1.86	$	—
Discontinued Operations	—		—		—		(1.86)		(1.86)
Net basic loss per share	$	(1.79)	$	(0.07)	$	(1.86)	$	—	$	(1.86)

Diluted (loss) earnings per share:
Continuing Operations	$	(1.82)	$	(0.04)	$	(1.86)	$	1.86	$	—
Discontinued Operations	—		—		—		(1.86)		(1.86)
Net diluted loss per share	$	(1.82)	$	(0.04)	$	(1.86)	$	—	$	(1.86)

Weighted average shares outstanding
Basic	160,319		—		160,319		—		160,319
Diluted	160,319		—		160,319		891		161,210


	Year Ended December 28, 2024
(in thousands)		As Previously Reported		Restatement Impacts		As Restated

Net loss		$	(292,496)	$	(4,957)	$	(297,453)
Other comprehensive income (loss):
Foreign currency translation adjustments		(50,776)		16,232		(34,544)
Unrealized (loss) gain from cash flow hedges, net of tax		(2,720)		1,281		(1,439)
Actuarial loss of defined pension plan, net of tax		(201)		—		(201)
Other comprehensive income (loss), net		(53,697)		17,513		(36,184)
Total comprehensive income (loss)		(346,193)		12,556		(333,637)
Comprehensive income attributable to non-controlling interests		—		—		—
Comprehensive (loss) income attributable to Driven Brands Holdings Inc.		$	(346,193)	$	12,556	$	(333,637)

CONSOLIDATED BALANCE SHEET


	Year Ended December 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	$	169,954	$	(28,144)	$	141,810	$	(38,372)	$	103,438
Restricted cash	358		—		358		—		358
Accounts and notes receivable, net	179,609		(26,338)		153,271		(6,899)		146,372
Inventory	67,527		(7,011)		60,516		(11,627)		48,889
Prepaid and other assets	42,271		(2,079)		40,192		(16,127)		24,065
Income tax receivable	13,706		15,352		29,058		(2,481)		26,577
Advertising fund assets, restricted	49,716		(1,367)		48,349		—		48,349
Assets held for sale	134,297		—		134,297		(55,207)		79,090
Current assets of discontinued operations	—		—		—		130,713		130,713
Total current assets	657,438		(49,587)		607,851		—		607,851
Other assets	125,422		(3,348)		122,074		(3,126)		118,948
Property and equipment, net	1,024,168		2,547		1,026,715		(617,264)		409,451
Operating lease right-of-use assets	1,370,355		40,215		1,410,570		(958,777)		451,793
Deferred commissions	7,246		—		7,246		—		7,246
Intangibles, net	665,896		—		665,896		(31,102)		634,794
Goodwill	1,403,056		—		1,403,056		(197,526)		1,205,530
Deferred tax assets	8,206		181		8,387		(1,183)		7,204
Non-current assets of discontinued operations	—		—		—		1,808,978		1,808,978
Total assets	$	5,261,787	$	(9,992)	$	5,251,795	$	—	$	5,251,795
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	95,260	$	7,348	$	102,608	$	(16,420)	$	86,188
Accrued expenses and other liabilities	253,880		2,063		255,943		(95,660)		160,283
Income tax payable	6,860		—		6,860		(1,270)		5,590
Current portion of long-term debt	33,189		1,510		34,699		(1,003)		33,696
Tax receivable agreement payable	22,676		—		22,676		—		22,676
Advertising fund liabilities	22,030		3,966		25,996		—		25,996
Current liabilities of discontinued operations	—		—		—		114,353		114,353
Total current liabilities	433,895		14,887		448,782		—		448,782
Long-term debt	2,660,355		2,679		2,663,034		(4,145)		2,658,889
Deferred tax liabilities	87,485		(4,276)		83,209		(51,324)		31,885
Operating lease liabilities	1,303,033		40,041		1,343,074		(903,236)		439,838
Tax receivable agreement payable	110,935		(338)		110,597		—		110,597
Deferred revenue	31,314		579		31,893		—		31,893
Long-term accrued expenses and other liabilities	27,436		—		27,436		(25,410)		2,026
Non-current liabilities of discontinued operations	—		—		—		984,115		984,115
Total liabilities	4,654,453		53,572		4,708,025		—		4,708,025

Preferred Stock $0.01 par value; 100,000,000 shares authorized; none issued or outstanding	—		—		—		—		—
Common stock, $0.01 par value, 900,000,000 shares authorized: and 163,842,248 shares outstanding	1,638		—		1,638		—		1,638
Additional paid-in capital	1,699,851		7,722		1,707,573		—		1,707,573
Accumulated deficit	(1,002,583)		(90,787)		(1,093,370)		—		(1,093,370)
Accumulated other comprehensive (loss) income	(91,572)		19,501		(72,071)		—		(72,071)

Total shareholders’ equity	607,334		(63,564)		543,770		—		543,770


Total liabilities and shareholders' equity	$	5,261,787	$	(9,992)	$	5,251,795	$	—	$	5,251,795


	Year Ended December 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	256,191	3		—	—		256,191	3
Forfeiture of restricted stock awards	(452,370)	(5)		—	—		(452,370)	(5)
Balance at end of period	163,842,248	$	1,638	—	$	—	163,842,248	$	1,638
Additional paid-in capital
Balance at beginning of period		$	1,652,401		$	3,765		$	1,656,166
Share-based compensation expense		48,139			3,957			52,096
Stock issued relating to Employee Stock Purchase Plan		904			—			904
Tax obligations for share-based compensation		(1,593)			—			(1,593)
Balance at end of period		$	1,699,851		$	7,722		$	1,707,573
Accumulated deficit
Balance at beginning of period		$	(710,087)		$	(85,830)		$	(795,917)
Net loss		(292,496)			(4,957)			(297,453)
Balance at end of period		$	(1,002,583)		$	(90,787)		$	(1,093,370)
Accumulated other comprehensive loss
Balance at beginning of period		$	(37,875)		$	1,988		$	(35,887)
Other comprehensive (loss) income		(53,697)			17,513			(36,184)
Balance at end of period		$	(91,572)		$	19,501		$	(72,071)
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		$	607,334		$	(63,564)		$	543,770

CONSOLIDATED STATEMENT OF CASH FLOWS


	Year Ended December 28, 2024
(in thousands)	As Previously Reported		Restatement Impacts		As Restated
Net loss	$	(292,496)	$	(4,957)	$	(297,453)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	180,112		1,297		181,409
Share-based compensation expense	48,139		3,957		52,096
Loss (gain) on foreign denominated transactions	29,413		(4,287)		25,126
(Gain) loss on foreign currency derivatives	(9,174)		1,569		(7,605)
Loss (gain) on sale and disposal of businesses, fixed assets, and sale leaseback transactions	35,722		(9,038)		26,684
Reclassification of interest rate hedge to income	(2,094)		—		(2,094)
Bad debt expense	6,672		2,291		8,963
Asset impairment charges and lease terminations	389,242		—		389,242
Amortization of deferred financing costs and bond discounts	9,759		—		9,759
Amortization of cloud computing	8,270		2,555		10,825
(Benefit) expense for deferred income taxes	(66,594)		10,110		(56,484)
Loss on extinguishment of debt	205		—		205
Other, net	(22,648)		18,730		(3,918)
Changes in operating assets and liabilities, net of acquisitions:
Accounts and notes receivable, net	(48,190)		10,618		(37,572)
Inventory	2,618		(4,950)		(2,332)
Prepaid and other assets	3,467		(480)		2,987
Advertising fund assets and liabilities, restricted	(5,031)		(1,087)		(6,118)
Other assets	(85,491)		8,248		(77,243)
Deferred commissions	934		—		934
Deferred revenue	832		448		1,280
Accounts payable	29,397		(4,838)		24,559
Accrued expenses and other liabilities	17,588		(3,961)		13,627
Income tax receivable	10,795		(23,718)		(12,923)
Cash provided by operating activities:	241,447		2,507		243,954
Cash flows from investing activities:
Capital expenditures	(288,504)		(131)		(288,635)
Cash used in business acquisitions, net of cash acquired	(2,990)		—		(2,990)
Proceeds from sale leaseback transactions	51,371		—		51,371
Proceeds from sale or disposal of businesses and fixed assets, net of cash sold	299,142		(8,813)		290,329
Cash provided by (used in) investing activities:	59,019		(8,944)		50,075
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	(465,443)		—		(465,443)
Proceeds from revolving lines of credit and short-term debt	46,000		—		46,000
Repayment of revolving lines of credit and short-term debt	(104,000)		—		(104,000)
Repayment of principal portion of finance lease liability	(3,931)		(1,097)		(5,028)
Payment of Tax Receivable Agreement	(38,374)		—		(38,374)
Acquisition of non-controlling interest	(644)		—		(644)
Tax obligations for share-based compensation	(1,593)		—		(1,593)
Cash used in financing activities:	(302,837)		(1,097)		(303,934)
Effect of exchange rate changes on cash	(4,103)		—		(4,103)
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted	(6,474)		(7,534)		(14,008)
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	169,954		(28,144)		141,810
Cash included in advertising fund assets, restricted, end of period	38,930		—		38,930
Restricted cash, end of period	358		—		358
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period	$	209,242	$	(28,144)	$	181,098

Supplemental cash flow disclosures - non-cash items:
Capital expenditures included in accrued expenses and other liabilities	$	16,484	$	(131)	$	16,353
Deferred consideration included in accrued expenses and other liabilities	$	1,596	$	—	$	1,596
Proceeds from sale of fixed assets included in accounts and notes receivable, net	$	—	$	8,813	$	8,813
Supplemental cash flow disclosures - cash paid for:
Interest	$	147,748	$	—	$	147,748
Income taxes	$	37,144	$	—	$	37,144

CONSOLIDATED STATEMENT OF OPERATIONS


	Year Ended December 30, 2023
(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	$	190,367	$	—	$	190,367	$	—	$	190,367
Company-operated store sales	1,526,353		(6,192)		1,520,161		(380,020)		1,140,141
Independently-operated store sales	196,395		—		196,395		(196,395)		—
Advertising contributions	98,850		218		99,068		—		99,068
Supply and other revenue	292,064		(5,607)		286,457		(5,993)		280,464
Total net revenue	2,304,029		(11,581)		2,292,448		(582,408)		1,710,040
Operating expenses:
Company-operated store expenses	1,004,472		5,801		1,010,273		(290,311)		719,962
Independently-operated store expenses	109,078		104		109,182		(109,182)		—
Advertising expenses	97,290		6,092		103,382		—		103,382
Supply and other expenses	158,436		26,971		185,407		(3,851)		181,556
Selling, general, and administrative expenses	462,117		21,378		483,495		(93,930)		389,565
Depreciation and amortization	175,296		(437)		174,859		(98,280)		76,579
Goodwill impairment	850,970		—		850,970		(850,970)		—
Asset impairment charges and lease terminations	132,903		—		132,903		(9,084)		123,819
Total operating expenses	2,990,562		59,909		3,050,471		(1,455,608)		1,594,863
Operating (loss) income	(686,533)		(71,490)		(758,023)		873,200		115,177
Other expenses, net:
Interest expense, net	164,196		(2,980)		161,216		(815)		160,401
Foreign currency transaction gain, net	(3,078)		(914)		(3,992)		(86)		(4,078)

Other expenses, net	161,118		(3,894)		157,224		(901)		156,323
Loss before taxes from continuing operations	(847,651)		(67,596)		(915,247)		874,101		(41,146)
Income tax (benefit) expense	(102,689)		(13,627)		(116,316)		121,952		5,636
Net loss from continuing operations	(744,962)		(53,969)		(798,931)		752,149		(46,782)

Net loss from discontinued operations, net of tax	—		—		—		(752,149)		(752,149)
Net loss	$	(744,962)	$	(53,969)	$	(798,931)	$	—	$	(798,931)


Basic (loss) earnings per share:
Continuing Operations	$	(4.50)	$	(0.44)	$	(4.94)	$	4.65	$	(0.29)
Discontinued Operations	—		—		—		(4.65)		(4.65)
Net basic loss per share	$	(4.50)	$	(0.44)	$	(4.94)	$	—	$	(4.94)

Diluted (loss) earnings per share:
Continuing Operations	$	(4.53)	$	(0.41)	$	(4.94)	$	4.65	$	(0.29)
Discontinued Operations	—		—		—		(4.65)		(4.65)
Net diluted loss per share	$	(4.53)	$	(0.41)	$	(4.94)	$	—	$	(4.94)

Weighted average shares outstanding
Basic	161,917		—		161,917		—		161,917
Diluted	161,917		—		161,917		—		161,917


	Year Ended December 30, 2023
(in thousands)		As Previously Reported		Restatement Impacts		As Restated

Net loss		$	(744,962)	$	(53,969)	$	(798,931)
Other comprehensive income (loss):
Foreign currency translation adjustments		26,098		(2)		26,096
Unrealized loss from cash flow hedges, net of tax		(892)		(672)		(1,564)
Actuarial loss of defined pension plan, net of tax		(633)		—		(633)
Other comprehensive income (loss), net		24,573		(674)		23,899
Total comprehensive loss		(720,389)		(54,643)		(775,032)
Comprehensive income attributable to non-controlling interests		13		—		13
Comprehensive loss attributable to Driven Brands Holdings Inc.		$	(720,402)	$	(54,643)	$	(775,045)


	Year Ended December 30, 2023
	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	167,404,047	$	1,674	—	$	—	167,404,047	$	1,674
Stock issued relating to Employee Stock Purchase Plan	82,546	1		—			82,546	1
Shares issued for exercise/vesting of share-based compensation awards	354,093	4		—	—		354,093	4
Share repurchases	(3,601,694)	(36)		—	—		(3,601,694)	(36)
Forfeiture of restricted stock awards	(273,761)	(3)		—	—		(273,761)	(3)
Balance at end of period	163,965,231	$	1,640	—	$	—	163,965,231	$	1,640
Additional paid-in capital
Balance at beginning of period		$	1,628,904		$	(1,223)		$	1,627,681
Share-based compensation expense		15,300			4,988			20,288
Exercise of stock options		6,117			—			6,117
Stock issued relating to Employee Stock Purchase Plan		2,080			—			2,080
Balance at end of period		$	1,652,401		$	3,765		$	1,656,166
Retained earnings (accumulated deficit)
Balance at beginning of period		$	84,795		$	(31,861)		$	52,934
Share repurchases		(49,920)			—			(49,920)
Net loss		(744,962)			(53,969)			(798,931)
Balance at end of period		$	(710,087)		$	(85,830)		$	(795,917)
Accumulated other comprehensive loss
Balance at beginning of period		$	(62,435)		$	2,662		$	(59,773)
Other comprehensive income (loss)		24,560			(674)			23,886
Balance at end of period		$	(37,875)		$	1,988		$	(35,887)
Non-controlling interests
Balance at beginning of period		$	631		$	—		$	631
Acquisition of non-controlling interest		13			—			13
Balance at end of period		$	644		$	—		$	644
Total shareholders’ equity		$	906,723		$	(80,077)		$	826,646

CONSOLIDATED STATEMENT OF CASH FLOWS


	Year Ended December 30, 2023
(in thousands)	As Previously Reported		Restatement Impacts		As Restated
Net loss	$	(744,962)	$	(53,969)	$	(798,931)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	175,296		(437)		174,859
Goodwill impairment	850,970		—		850,970
Share-based compensation expense	15,300		4,988		20,288
Gain on foreign denominated transactions	(2,022)		—		(2,022)
Gain on foreign currency derivatives	(1,056)		(914)		(1,970)
Loss on sale and disposal of businesses, fixed assets, and sale leaseback transactions	4,909		9,719		14,628
Reclassification of interest rate hedge to income	(2,077)		—		(2,077)
Bad debt expense	1,938		8,752		10,690
Asset impairment charges and lease terminations	132,903		—		132,903
Amortization of deferred financing costs and bond discounts	10,307		—		10,307
Amortization of cloud computing	1,923		752		2,675
Benefit for deferred income taxes	(125,804)		(12,312)		(138,116)
Other, net	22,320		675		22,995
Changes in operating assets and liabilities, net of acquisitions:
Accounts and notes receivable, net	13,561		3,699		17,260
Inventory	(11,731)		7,961		(3,770)
Prepaid and other assets	(6,877)		1,378		(5,499)
Advertising fund assets and liabilities, restricted	(16,861)		6,014		(10,847)
Other assets	(39,814)		—		(39,814)
Deferred commissions	418		—		418
Deferred revenue	1,937		131		2,068
Accounts payable	7,390		10,607		17,997
Accrued expenses and other liabilities	(52,854)		7,541		(45,313)
Income tax receivable	53		(1,184)		(1,131)
Cash provided by (used in) operating activities	235,167		(6,599)		228,568
Cash flows from investing activities:
Capital expenditures	(596,478)		—		(596,478)
Cash used in business acquisitions, net of cash acquired	(59,574)		—		(59,574)
Proceeds from sale leaseback transactions	194,658		—		194,658
Proceeds from sale or disposal of businesses and fixed assets, net of cash sold	9,987		—		9,987
Cash used in investing activities	(451,407)		—		(451,407)
Cash flows from financing activities:
Repayment of long-term debt	(27,971)		—		(27,971)
Proceeds from revolving lines of credit and short-term debt	378,000		—		378,000
Repayment of revolving lines of credit and short-term debt	(130,000)		—		(130,000)
Repayment of principal portion of finance lease liability	(5,165)		(405)		(5,570)
Share repurchases	(49,956)		—		(49,956)

Stock option exercises	6,117		—		6,117
Other, net	(326)		—		(326)
Cash provided by (used in) financing activities	170,699		(405)		170,294
Effect of exchange rate changes on cash	484		—		484
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted	(45,057)		(7,004)		(52,061)
Cash and cash equivalents, beginning of period	227,110		(13,606)		213,504
Cash included in advertising fund assets, restricted, beginning of period	32,871		—		32,871