| Schedule of Error Corrections and Prior Period Adjustments |
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 | 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) | | | | | | | | | | Loss on debt extinguishment | — | | | — | | | — | | | — | | | — | | | | | | | | | | Other expenses, net | 36,744 | | | (809) | | | 35,935 | | | (140) | | | 35,795 | | | | | | | | | | Income 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 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 | | (in thousands) | | | | | | | | | As Previously Reported | | Restatement Impacts | | As Restated | | | | | | | | | | | | | | | | | | | | | | | | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comprehensive income attributable to Driven Brands Holdings Inc. | | | | | | | | | $ | 26,175 | | | $ | 1,234 | | | $ | 27,409 | | | | | |
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 on foreign currency derivatives | 342 | | | (440) | | | (98) | | | Loss 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 - U.S. 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 | | | Loss on sale or disposal of assets | (306) | | | — | | | (306) | | | Asset impairment | 65 | | | — | | | 65 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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