0001804745FALSE00018047452025-03-122025-03-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 12, 2025
Commission file number: 001-39898
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Driven Brands Holdings Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware |
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| 139898 |
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| 47-3595252 |
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440 South Church Street, Suite 700 |
Charlotte, North Carolina |
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(704) 377-8855
(Registrant’s Telephone Number, Including Area Code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Common Stock, $0.01 par value |
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| The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o On March 12, 2025, Driven Brands Holdings Inc. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated herein by reference, announcing a change in the Company’s segment reporting and the posting of recast quarterly segment financial information for fiscal year 2024. The recast financial information is furnished as Exhibit 99.2 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure
Note: The information provided pursuant to Item 7.01, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
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| 99.2 |
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| 104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DRIVEN BRANDS HOLDINGS INC. |
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| Date: March 12, 2025 |
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/s/ Scott O’Melia |
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Scott O’Melia |
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Executive Vice President, Chief Legal Officer |
EX-99.1
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a991pressreleasedrivenbr.htm
EX-99.1
a991pressreleasedrivenbr
Driven Brands Announces New Segment Reporting CHARLOTTE, N.C., March 12, 2025 -- Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today announced a change in its segment reporting, which is effective the first quarter of 2025. “Our re-aligned reporting structure better reflects how we view our operations and manage the company, providing important insights into the drivers of value creation. A key highlight is that Take 5 Oil Change is now a stand-alone segment, showcasing the strength of our flagship growth driver,” said Mike Diamond, Executive Vice President and Chief Financial Officer. “Additionally, we have consolidated our stable franchise businesses into one segment. This new segment reporting structure underscores our business model: growth from Take 5 Oil Change and free cash flow from our franchise brands.” The Company has recast previously reported quarterly segment financial information for fiscal year 2024 to reflect the new reportable segments. The segment change has no impact on consolidated historical U.S. GAAP financial results. The recast financial information is accessible through the Events & Presentations section of the Company’s Investor Relations website at investors.drivenbrands.com. About Driven Brands Driven Brands™, headquartered in Charlotte, NC, is the largest automotive services company in North America, providing a range of consumer and commercial automotive services, including paint, collision, glass, vehicle repair, oil change, maintenance and car wash. Driven Brands is the parent company of some of North America’s leading automotive service businesses including Take 5 Oil Change®, Take 5 Car Wash®, Meineke Car Care Centers®, Maaco®, 1-800-Radiator & A/C®, Auto Glass Now®, and CARSTAR®. Driven Brands has approximately 5,200 locations across 14 countries, and services approximately 70 million vehicles annually. Driven Brands’ network generates approximately $2.3 billion in annual revenue from approximately $6.5 billion in system-wide sales. Contacts Shareholder/Analyst inquiries: Dawn Francfort ICR, Inc. investors@drivenbrands.com (203) 682-8200 Media inquiries: Taylor Blanchard taylor.blanchard@drivenbrands.com (704) 644-8129 Exhibit 99.1
EX-99.2
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a992segmentationsuppleme.htm
EX-99.2
a992segmentationsuppleme
Driven Brands Holdings Inc. Recast of 2024 Segment System-wide Sales, Revenue, Adjusted EBITDA, Same-Store Sales, and Store Count (Unaudited , in millions of USD) Fiscal year ended December 28, 2024 In the First Quarter of Fiscal Year 2025, Driven Brands Holdings Inc. (the “Company”) changed the structure of its internal corresponding changes to the Company’s Prior to this change, the Company had four segments: Maintenance; Paint, Collision & Glass; Car Wash; and . O the Company is managing Oil Change . the Company’s four segments are: (1) Take 5 - ng through . (2) Franchise Brands - ng - franchised. (3) Car Wash - ng model. (4) Corporate and Other - (i) ; (ii) the , and (iii) shared corporate expenses. he certain expenses Car Wash and that previously reported in the Corporate and Other segment. previously announced sale of Car Wash statements that these expenses result in a slight increase in the Corporate and Other segment may also c d Exhibit 99.2
Recast 2024 Financial Information Segment System-wide Sales, Net Revenue, Adjusted EBITDA, Same-Store Sales Growth, and Store Count (Unaudited, in millions of USD) Selected financial data by segment (unaudited) Fiscal year ended December 28, 2024 System-wide Sales Q1 2024 Q2 2024 Q3 2024 Q4 2024 FY 2024 Take 5 Take 5 Oil Change – Franchised stores $105.6 $116.0 $118.8 $124.6 $465.0 Take 5 Oil Change – Company-operated stores 220.9 230.8 231.0 237.8 920.5 Total Take 5 $326.5 $346.8 $349.8 $362.4 $1,385.5 Franchise Brands Franchise Brands – Franchised stores $1,070.0 $1,097.8 $1,084.9 $1,034.2 $4,287.0 Franchise Brands – Company-operated stores 4.5 5.1 4.7 4.4 18.7 Total Franchise Brands $1,074.5 $1,102.9 $1,089.6 $1,038.6 $4,305.7 Car Wash $53.0 $60.3 $50.0 $49.1 $212.4 Corporate and Other $58.9 $63.5 $62.0 $53.1 $237.5 Driven Brands Franchised stores $1,175.6 $1,213.8 $1,203.7 $1,158.8 $4,752.0 Company-operated stores 284.2 299.5 297.7 295.4 1,176.8 Independently-operated stores 53.0 60.3 50.0 49.1 212.4 Total System-wide Sales $1,512.9 $1,573.5 $1,551.3 $1,503.3 $6,141.2 Net Revenue Q1 2024 Q2 2024 Q3 2024 Q4 2024 FY 2024 Franchise royalties and fees $45.2 $50.3 $49.0 $44.1 $188.6 Company-operated store sales 284.2 299.5 297.7 295.4 1,176.8 Independently-operated store sales 53.0 60.3 50.0 49.1 212.4 Advertising contributions 23.9 24.7 27.2 25.5 101.3 Supply and other revenue 75.3 81.8 77.4 57.6 292.1 Total Net Revenue $481.7 $516.6 $501.3 $471.7 $1,971.2 Franchise royalties and fees $5.7 $6.3 $6.4 $8.0 $26.4 Company-operated store sales 220.9 230.8 231.0 237.8 920.5 Supply and other revenue 27.6 30.2 30.7 33.5 122.0 Take 5 $254.2 $267.4 $268.1 $279.3 $1,068.9 Franchise royalties and fees $39.5 $44.0 $42.7 $36.1 $162.2 Company-operated store sales 4.5 5.1 4.7 4.4 18.7 Supply and other revenue 32.5 31.7 29.8 27.6 121.6 Franchise Brands $76.5 $80.8 $77.1 $68.1 $302.6 Independently-operated store sales $53.0 $60.3 $50.0 $49.1 $212.4 Supply and other revenue 1.4 1.4 1.8 1.9 6.5 Car Wash $54.5 $61.7 $51.7 $51.0 $218.9 Company-operated store sales $58.9 $63.5 $62.0 $53.1 $237.5 Advertising contributions 23.9 24.7 27.2 25.5 101.3 Supply and other revenue 13.8 18.4 15.2 (5.4) 42.0 Corporate and Other $96.5 $106.6 $104.4 $73.3 $380.9 Adjusted EBITDA Q1 2024 Q2 2024 Q3 2024 Q4 2024 FY 2024 Take 5 $88.9 $98.4 $93.3 $99.6 $380.2 Franchise Brands 47.6 54.3 50.1 43.1 195.1 Car Wash 18.0 22.0 16.2 14.0 70.2 Corporate and Other (35.0) (33.6) (30.4) (40.7) (139.7) Total Adjusted EBITDA $119.5 $141.1 $129.2 $116.0 $505.8 Adjusted EBITDA Reconciliation Income before taxes 30.0 62.7 37.3 0.3 130.5 Depreciation and amortization 31.1 32.7 33.4 34.9 132.1 Interest expense, net 43.3 32.2 43.7 37.7 157.0 Acquisition related costs(a) 1.7 0.3 (0.4) 1.0 2.4 Non-core items and project costs, net(b) 1.6 1.9 3.4 (1.0) 5.9 Cloud computing amortization(c) 1.3 1.1 1.0 4.8 8.3 Share-based compensation expense(d) 11.9 11.0 12.8 12.5 48.1 Foreign currency transaction loss (gain), net(e) 4.3 0.7 0.8 14.5 20.2 Asset sale leaseback (gain) loss, net, impairment, and closed store expenses(f) (5.7) (1.5) (3.0) 11.3 1.1 Loss on debt extinguishment(g) - - 0.2 - 0.2 Adjusted EBITDA $119.5 $141.1 $129.2 $116.0 $505.8
Recast 2024 Financial Information Segment System-wide Sales, Net Revenue, Adjusted EBITDA, Same-Store Sales Growth, and Store Count (Unaudited, in millions of USD) Selected financial data by segment (unaudited) Fiscal year ended December 28, 2024 Same-Store Sales Growth Q1 2024 Q2 2024 Q3 2024 Q4 2024 FY 2024 Take 5 6.7% 5.7% 5.4% 9.2% 6.8% Franchise Brands 1.5% 0.8% 0.7% 0.7% 0.9% Car Wash 0.4% (1.8%) 14.4% 25.8% 7.8% Driven Brands 1.6% 0.9% 1.4% 3.1% 1.7% Store Count Q1 2024 Q2 2024 Q3 2024 Q4 2024 FY 2024 Take 5 Take 5 Oil Change – Franchised stores 374 399 425 463 463 Take 5 Oil Change – Company-operated stores 661 676 695 718 718 Total Take 5 1,035 1,075 1,120 1,181 1,181 Franchise Brands Franchise Brands – Franchised stores 2,633 2,636 2,653 2,666 2,666 Franchise Brands – Company-operated stores 14 14 13 13 13 Total Franchise Brands 2,647 2,650 2,666 2,679 2,679 Car Wash 718 720 719 720 720 Corporate and Other 220 220 216 217 217 Driven Brands Franchised stores 3,007 3,035 3,078 3,129 3,129 Company-operated stores 895 910 924 948 948 Independently-operated stores 718 720 719 720 720 Total Store Count 4,620 4,665 4,721 4,797 4,797 (c) Includes non-cash amortization expenses relating to cloud computing arrangements. (d) Represents non-cash share-based compensation expense. (g) Represents charges incurred related to the Company’s partial repayment of Senior Secured Notes in conjunction with the sale of its Canadian distribution business. (e) Represents foreign currency transaction (gains) losses, net that primarily related to the remeasurement of our intercompany loans as well as gains and losses on cross currency swaps and forward contracts. (f) Relates to (gains) losses, net on sale leasebacks, impairment of certain fixed assets and operating lease right-of-use assets related to closed and underperforming locations, assets held for sale, lease exit costs and other costs associated with stores that were closed prior to the respective lease termination dates, as well as goodwill impairment within the Car Wash segment. (a) Consists of acquisition costs as reflected within the unaudited consolidated statements of operations, including legal, consulting and other fees, and expenses incurred in connection with acquisitions completed during the applicable period, as well as inventory rationalization expenses incurred in connection with acquisitions. We expect to incur similar costs in connection with other acquisitions in the future and, under U.S. GAAP, such costs relating to acquisitions are expensed as incurred and not capitalized. (b) Consists of discrete items and project costs, including third party consulting and professional fees associated with strategic transformation initiatives as well as non-recurring payroll- related costs.