8-K
Driven Brands Holdings Inc. (DRVN)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 3, 2023
DRIVEN BRANDS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39898 | 47-3595252 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
440 South Church Street, Suite 700
Charlotte, North Carolina 28202
(Address of principal executive offices) (Zip Code)
(704) 377-8855
(Registrant’s Telephone Number, Including Area Code)
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | 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:
| Title of each class | Trading<br>Symbol | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | DRVN | 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 ☐
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. ☐
Item 2.02. Results of Operations and Financial Condition
On May 3, 2023, Driven Brands Holdings Inc. (the “Company”) issued a press release and related infographic, furnished as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference, announcing the Company’s financial results for the quarter ended April 1, 2023.
The information provided pursuant to Item 2.02, 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
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Press release dated May 3, 2023 |
| 99.2 | Infographic |
| 104 | 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.
| DRIVEN BRANDS HOLDINGS INC. | ||
|---|---|---|
| Date: May 3, 2023 | By: | /s/ Scott O’Melia |
| Name: | Scott O’Melia | |
| Title: | Executive Vice President, General Counsel and Secretary |
EX-99.1
Exhibit 99.1
Driven Brands Holdings Inc. Reports Strong First Quarter Results
| • | Revenue increased 20 percent powered by 9 percent same-store sales growth and 7 percent netstore growth |
|---|---|
| • | Reaffirms fiscal 2023 guidance, reflecting continued market shares gains and resilient needs-based category |
| --- | --- |
Charlotte, N.C. (May 3, 2023) - Driven Brands Holdings Inc. (NASDAQ: DRVN) (“Driven Brands” or the “Company”) today reported financial results for the first quarter ended April 1, 2023.
For the first quarter, Driven Brands delivered revenue of $562.5 million, up 20 percent versus the prior year. System-wide sales were $1.5 billion, up 19 percent versus the prior year driven by 9 percent same-store sales growth and 7 percent net store growth.
Net Income decreased 14 percent versus the prior year to $29.7 million or $0.17 per diluted share. Adjusted Net Income^1^ decreased 11 percent to $42.3 million or $0.25 per diluted share^1^, while Adjusted EBITDA^1^ increased 8 percent to $127.8 million.
“Our team delivered another quarter of strong results and market share growth powered by our differentiated customer value proposition in a needs-based service category. Our proven playbook, track record of execution and pipeline for new store development provide strong line of sight into future growth. We are leveraging our scale and network benefits across our diversified platform to capitalize on the continued momentum in our business,” said Jonathan Fitzpatrick, President and Chief Executive Officer. “We continue to be well positioned to deliver sustainable, profitable long-term growth providing more services to more customers.”
First Quarter 2023Highlights
Comparisons are first quarter of 2023 ended April 1, 2023 versus first quarter of 2022 ended March 26, 2022 unlessotherwise noted
| • | Revenue increased 20 percent to $562.5 million, driven by same-store sales and net store growth.<br> |
|---|---|
| • | Consolidated same-store sales increased 9 percent. |
| --- | --- |
| • | The Company added 59 net new stores during the quarter. |
| --- | --- |
| • | Net Income decreased 14 percent to $29.7 million or $0.17 per diluted share. |
| --- | --- |
| • | Adjusted Net Income^1^ decreased 11 percent to<br>$42.3 million or $0.25 per diluted share^1^. |
| --- | --- |
| • | Adjusted EBITDA^1^ increased 8 percent to<br>$127.8 million. |
| --- | --- |
1
First Quarter 2023 Key Performance Indicators by Segment
| System-wide Sales(in millions) | Store Count | Same-StoreSales | Revenue(in millions) | Segment AdjustedEBITDA^1^(in millions) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Maintenance | $ | 441.9 | 1,666 | 12.6 | % | $ | 227.7 | $ | 73.0 | ||
| Car Wash | 155.0 | 1,116 | (11.3 | %) | 157.0 | 44.3 | |||||
| Paint, Collision & Glass | 816.0 | 1,877 | 14.1 | % | 120.8 | 35.7 | |||||
| Platform Services | 90.0 | 205 | (5.0 | %) | 52.0 | 17.0 | |||||
| Corporate / Other | N/A | N/A | N/A | 5.0 | |||||||
| Total | $ | 1,502.9 | **** | 4,864 | **** | 9.0 | % | $ | 562.5 | ||
| * | Car Wash same-store sales declined 11.3% in the first quarter. Foreign exchange rate movement had a 230 basis<br>point negative impact. The impact of foreign exchange rate movement on the remaining segments was not significant. | ||||||||||
| --- | --- |
Capital andLiquidity
The Company ended the first quarter with total liquidity of $466.3 million, consisting of $190.8 million in cash and cash equivalents, and $275.5 million of undrawn capacity on its variable funding securitization senior notes and revolving credit facility. This does not include the additional $135 million Series 2022 Class A-1 Notes that expand its variable funding note borrowing capacity when the Company elects to exercise it, assuming certain conditions continue to be met.
Fiscal Year 2023 Guidance
The Company reiterates its expectations for fiscal year 2023 reflecting continued market shares gains driven by both robust same-store sales and net store growth:
| • | Revenue of approximately $2.35 billion. |
|---|---|
| • | Adjusted EBITDA^1^ of approximately $590 million.<br> |
| --- | --- |
| • | Adjusted Earnings Per Share^1^ of approximately $1.21.<br> |
| --- | --- |
The Company has not included future M&A in its guidance for fiscal year 2023.
| ^1^ | Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share are<br>non-GAAP financial measures. See “Reconciliation of Non-GAAP Financial Measures” for additional information on non-GAAP<br>financial measures and a reconciliation to the most comparable GAAP measures. Forward-looking estimates of Adjusted EBITDA and Adjusted Earnings Per Share are made in a manner consistent with the relevant definitions and assumptions noted herein.<br> |
|---|
Conference Call
Driven Brands will host a conference call to discuss first quarter 2023 results today, Wednesday, May 3, 2023, at 8:30am ET. The call will be available by webcast and can be accessed by visiting Driven Brands’ Investor Relations website at investors.drivenbrands.com. A replay of the call will be available until August 1, 2023.
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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 needs, 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 more than 4,800 locations across 14 countries, and services over 70 million vehicles annually. Driven Brands’ network generates approximately $2.1 billion in annual revenue from more than $5.8 billion in system-wide sales.
Disclosure Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this press release, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, and expected market growth are forward-looking statements. In particular, forward-looking statements include, among other things, statements relating to: (i) our strategy, outlook and growth prospects; (ii) our operational and financial targets and dividend policy; (iii) general economic trends and trends in the industry and markets; and (iv) the competitive environment in which we operate. Forward-looking statements are not based on historical facts but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions, and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in our other filings with the Securities and Exchange Commission, which are available on its website at www.sec.gov. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
Forward-looking statements represent our estimates and assumptions only as of the date on which they are made, and we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
| Contacts | |
|---|---|
| Shareholder/Analyst inquiries: | Media inquiries: |
| Kristy Moser | Taylor Blanchard |
| kristy.moser@drivenbrands.com | taylor.blanchard@drivenbrands.com |
| (980) 229-9450 | (704) 644-8129 |
3
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | April 1, 2023 | March 26,<br>2022 | ||||
| Revenue: | ||||||
| Franchise royalties and fees | $ | 43,515 | $ | 37,888 | ||
| Company-operated store sales | 376,066 | 292,391 | ||||
| Independently-operated store sales | 52,532 | 63,089 | ||||
| Advertising contributions | 21,677 | 19,698 | ||||
| Supply and other revenue | 68,677 | 55,257 | ||||
| Total revenue | 562,467 | 468,323 | ||||
| Operating expenses: | ||||||
| Company-operated store expenses | 243,409 | 177,867 | ||||
| Independently-operated store expenses | 29,364 | 33,299 | ||||
| Advertising expenses | 21,677 | 19,698 | ||||
| Supply and other expenses | 37,266 | 32,774 | ||||
| Selling, general and administrative expenses | 112,328 | 92,220 | ||||
| Acquisition costs | 1,847 | 4,318 | ||||
| Store opening costs | 1,025 | 506 | ||||
| Depreciation and amortization | 38,198 | 33,023 | ||||
| Asset impairment charges and lease terminations | 167 | 898 | ||||
| Total operating expenses | 485,281 | 394,603 | ||||
| Operating income | 77,186 | 73,720 | ||||
| Other expenses, net: | ||||||
| Interest expense, net | 38,141 | 25,353 | ||||
| (Gain) loss on foreign currency transactions, net | (1,675 | ) | 971 | |||
| Total other expenses, net | 36,466 | 26,324 | ||||
| Net income before taxes | 40,720 | 47,396 | ||||
| Income tax expense | 10,971 | 12,968 | ||||
| Net income | 29,749 | 34,428 | ||||
| Net loss attributable to non-controlling<br>interests | $ | — | $ | (15 | ) | |
| Net income attributable to Driven Brands Holdings Inc. | $ | 29,749 | $ | 34,443 | ||
| Earnings per share: | ||||||
| Basic | $ | 0.18 | $ | 0.21 | ||
| Diluted | $ | 0.17 | $ | 0.20 | ||
| Weighted average shares outstanding: | ||||||
| Basic | 162,784 | 162,762 | ||||
| Diluted | 166,874 | 166,748 |
4
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| (in thousands, except share and per share amounts) | December 31, 2022 | ||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 190,841 | $ | 227,110 | ||
| Restricted cash | 792 | 792 | |||
| Accounts and notes receivable, net | 216,621 | 179,888 | |||
| Inventory | 77,848 | 72,040 | |||
| Prepaid and other assets | 54,149 | 40,084 | |||
| Income tax receivable | 12,715 | 15,075 | |||
| Advertising fund assets, restricted | 48,618 | 36,421 | |||
| Total current assets | 601,584 | 571,410 | |||
| Other assets | 22,773 | 30,561 | |||
| Property and equipment, net | 1,710,057 | 1,545,738 | |||
| Operating lease<br>right-of-use assets | 1,312,568 | 1,299,189 | |||
| Deferred commissions | 6,691 | 7,121 | |||
| Intangibles, net | 761,597 | 765,903 | |||
| Goodwill | 2,287,960 | 2,277,065 | |||
| Deferred tax assets | 2,925 | 2,911 | |||
| Total assets | 6,706,155 | $ | 6,499,898 | ||
| Liabilities and shareholders’ equity | |||||
| Current liabilities: | |||||
| Accounts payable | 88,862 | $ | 60,606 | ||
| Accrued expenses and other liabilities | 300,813 | 317,318 | |||
| Income tax payable | 2,617 | 4,454 | |||
| Current portion of long-term debt | 33,263 | 32,986 | |||
| Income tax receivable liability | 53,554 | 53,328 | |||
| Advertising fund liabilities | 47,572 | 36,726 | |||
| Total current liabilities | 526,681 | 505,418 | |||
| Long-term debt | 2,816,493 | 2,705,281 | |||
| Deferred tax liabilities | 282,709 | 276,749 | |||
| Operating lease liabilities | 1,202,359 | 1,177,501 | |||
| Income tax receivable liability | 117,915 | 117,915 | |||
| Deferred revenue | 29,506 | 30,046 | |||
| Long-term accrued expenses and other liabilities | 31,450 | 33,419 | |||
| Total liabilities | 5,007,113 | 4,846,329 | |||
| Preferred Stock 0.01 par value; 100,000,000 shares authorized; none issued or<br>outstanding | — | — | |||
| Common stock, 0.01 par value, 900,000,000 shares authorized: and 167,560,449 and 167,404,047<br>shares outstanding; respectively | 1,675 | 1,674 | |||
| Additional paid-in capital | 1,633,460 | 1,628,904 | |||
| Retained earnings | 114,544 | 84,795 | |||
| Accumulated other comprehensive loss | (51,267 | ) | (62,435 | ) | |
| Total shareholders’ equity attributable to Driven Brands Holdings Inc. | 1,698,412 | 1,652,938 | |||
| Non-controlling interests | 630 | 631 | |||
| Total shareholders’ equity | 1,699,042 | 1,653,569 | |||
| Total liabilities and shareholders’ equity | 6,706,155 | $ | 6,499,898 |
All values are in US Dollars.
5
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Three Months Ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | April 1, 2023 | March 26, 2022 | ||||
| Net income | $ | 29,749 | $ | 34,428 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 38,198 | 33,023 | ||||
| Equity-based compensation expense | 2,564 | 2,618 | ||||
| Loss on foreign denominated transactions | 161 | 970 | ||||
| (Gain) loss on foreign currency derivatives | (1,836 | ) | 2,702 | |||
| Loss (gain) on sale of businesses, fixed assets, and sale-leaseback transactions | 1,671 | (618 | ) | |||
| Amortization of interest rate hedge | (519 | ) | — | |||
| Bad debt expense | 82 | 372 | ||||
| Asset impairment costs | 167 | 898 | ||||
| Amortization of deferred financing costs and bond discounts | 1,850 | 2,224 | ||||
| Benefit for deferred income taxes | 4,650 | 132 | ||||
| Other, net | 4,043 | 5,231 | ||||
| Changes in assets and liabilities, net of acquisitions: | ||||||
| Accounts and notes receivable, net | (44,084 | ) | (21,123 | ) | ||
| Inventory | (5,473 | ) | (1,787 | ) | ||
| Prepaid and other assets | (13,867 | ) | 6,133 | |||
| Advertising fund assets and liabilities, restricted | 906 | (1,204 | ) | |||
| Other Assets | (7,382 | ) | (5,736 | ) | ||
| Deferred commissions | 455 | (39 | ) | |||
| Deferred revenue | 161 | 455 | ||||
| Accounts payable | 25,597 | 509 | ||||
| Accrued expenses and other liabilities | (960 | ) | (61,624 | ) | ||
| Income tax receivable | 659 | 11,476 | ||||
| Cash provided by operating activities | 36,792 | 9,040 | ||||
| Cash flows from investing activities: | ||||||
| Capital expenditures | (169,155 | ) | (68,967 | ) | ||
| Cash used in business acquisitions, net of cash acquired | (29,307 | ) | (224,526 | ) | ||
| Proceeds from sale-leaseback transactions | 16,772 | 37,781 | ||||
| Proceeds from sale or disposal of businesses and fixed assets | — | 2,380 | ||||
| Cash used in investing activities | (181,690 | ) | (253,332 | ) | ||
| Cash flows from financing activities: | ||||||
| Repayment of long-term debt | (7,002 | ) | (4,820 | ) | ||
| Proceeds from revolving lines of credit and short-term debt | 195,000 | — | ||||
| Repayments of revolving lines of credit and short-term debt | (80,000 | ) | — | |||
| Repayment of principal portion of finance lease liability | (854 | ) | (879 | ) | ||
| Stock option exercises | 1,380 | — | ||||
| Other, net | (32 | ) | (20 | ) | ||
| Cash provided by (used in) financing activities | 108,492 | (5,719 | ) |
6
| Effect of exchange rate changes on cash | 2,392 | (592 | ) | |||
|---|---|---|---|---|---|---|
| Net change in cash, cash equivalents, restricted cash, and cash included in advertising fundassets, restricted | (34,014 | ) | (250,603 | ) | ||
| Cash and cash equivalents, beginning of period | 227,110 | 523,414 | ||||
| Cash included in advertising fund assets, restricted, beginning of period | 32,871 | 38,586 | ||||
| Restricted cash, beginning of period | 792 | 792 | ||||
| Cash, cash equivalents, restricted cash, and cash included in advertising fund assets,restricted, beginning of period | 260,773 | 562,792 | ||||
| Cash and cash equivalents, end of period | 190,841 | 270,681 | ||||
| Cash included in advertising fund assets, restricted, end of period | 35,126 | 40,716 | ||||
| Restricted cash, end of period | 792 | 792 | ||||
| Cash, cash equivalents, restricted cash, and cash included in advertising fund assets,restricted, end of period | $ | 226,759 | $ | 312,189 |
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RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
The following information provides definitions and reconciliations of the non-GAAP financial measures presented in this earnings release to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (GAAP). The company has provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in this earnings release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this earnings release. The non-GAAP financial measures in this earnings release may differ from similarly titled measures used by other companies.
Non-GAAP Financial Measures in Guidance
Driven Brands includes Adjusted EBITDA and Adjusted EPS in the Company’s Fiscal Year 2023 Guidance. Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures and have not been reconciled to the most comparable GAAP outlook because it is not possible to do so without unreasonable efforts due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide outlook for the comparable GAAP measures. Forward-looking estimates of Adjusted EBITDA and Adjusted EPS are made in a manner consistent with the relevant definitions and assumptions noted herein and in our filings with the SEC.
Adjusted Net Income and Adjusted Earnings Per Share
Adjusted net income attributable to Driven Brands Holdings Inc. (“Adjusted Net Income”) and Adjusted diluted earnings per share attributable to Driven Brands common stockholders (“Adjusted Earnings Per Share”) are considered non-GAAP financial measures under the SEC’s rules because they exclude certain amounts included in the net income attributable to Driven Brands common stockholders and diluted earnings per share attributable to Driven Brands common stockholders calculated in accordance with GAAP. Management believes that Adjusted Net Income and Adjusted EPS are meaningful measures to share with investors because they facilitate comparison of the current period performance with that of the comparable prior period. In addition, Adjusted Net Income and Adjusted Earnings Per Share afford investors a view of what management considers to be Driven Brands’ core earnings performance as well as the ability to make a more informed assessment of such earnings performance with that of the prior period.
The tables below reflect the calculation of Adjusted Net Income and Adjusted Earnings Per Share for the first quarter ended April 1, 2023 compared to the first quarter ended March 26, 2022.
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Net Income to Adjusted Net Income and Adjusted Earnings Per Share (Unaudited)
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands, except per share amounts) | April 1, 2023 | March 26, 2022 | ||||
| Net income | $ | 29,749 | **** | $ | 34,428 | **** |
| Acquisition related costs^(a)^ | 1,847 | 4,318 | ||||
| Non-core items and project costs, net^(b)^ | 1,824 | 866 | ||||
| Straight-line rent adjustment^(c)^ | 4,365 | 4,093 | ||||
| Equity-based compensation expense^(d)^ | 2,564 | 2,618 | ||||
| Foreign currency transaction (gain) loss,<br>net^(e)^ | (1,675 | ) | 971 | |||
| Asset sale leaseback loss (gain), impairment and closed store expenses^(f)^ | 1,844 | (124 | ) | |||
| Amortization related to acquired intangible<br>assets^(g)^ | 6,036 | 5,142 | ||||
| Provision for uncertain tax<br>positions^(h)^ | — | 76 | ||||
| Adjusted net income before tax impact of adjustments | 46,554 | 52,388 | ||||
| Tax impact of adjustments^(i)^ | (4,213 | ) | (4,612 | ) | ||
| Adjusted net income | 42,341 | 47,776 | ||||
| Net income loss attributable to non-controlling<br>interest | — | (15 | ) | |||
| Adjusted Net Income attributable to Driven Brands Holdings Inc. | $ | 42,341 | **** | $ | 47,791 | **** |
| Adjusted Earnings Per Share | ||||||
| Basic^1^ | $ | 0.25 | $ | 0.29 | ||
| Diluted^1^ | $ | 0.25 | $ | 0.28 | ||
| Weighted average shares outstanding | ||||||
| Basic | 162,784 | 162,762 | ||||
| Diluted | 166,874 | 166,748 | ||||
| (1) | Adjusted Earnings Per Share is calculated under the two-class method.<br>Under the two-class method, adjusted earnings per share is calculated using adjusted net income attributable to common shares, which is derived by reducing adjusted net income by the amount attributable to<br>participating securities. Adjusted Net Income attributable to participating securities used in the basic earnings per share calculation was $0.9 million for the three months ended April 1, 2023, respectively, and Adjusted Net Income<br>attributable to participating securities used in the diluted earnings per share calculation was $0.8 million for the three months ended April 1, 2023, respectively. | |||||
| --- | --- |
9
Adjusted EBITDA
Adjusted EBITDA is considered a non-GAAP financial measure under the Securities and Exchange Commission’s (“SEC”) rules because it excludes certain amounts included in net income calculated in accordance with GAAP. Management believes that Adjusted EBITDA is a meaningful measure to share with investors because it facilitates comparison of the current period performance with that of the comparable prior period. In addition, Adjusted EBITDA affords investors a view of what management considers to be Driven Brand’s core operating performance as well as the ability to make a more informed assessment of such operating performance as compared with that of the prior period.
Please see the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 1, 2023 for additional information on Adjusted EBITDA. The tables below reflect the calculation of Adjusted EBITDA for the first quarter ended April 1, 2023 compared to the first quarter ended March 26, 2022.
Net Income to Adjusted EBITDA Reconciliation (Unaudited)
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | April 1, 2023 | March 26, 2022 | ||||
| Net income | $ | 29,749 | **** | $ | 34,428 | **** |
| Income tax expense | 10,971 | 12,968 | ||||
| Interest expense, net | 38,141 | 25,353 | ||||
| Depreciation and amortization | 38,198 | 33,023 | ||||
| EBITDA | **** | 117,059 | **** | **** | 105,772 | **** |
| Acquisition related costs^(a)^ | 1,847 | 4,318 | ||||
| Non-core items and project costs, net^(b)^ | 1,824 | 866 | ||||
| Straight-line rent adjustment^(c)^ | 4,365 | 4,093 | ||||
| Equity-based compensation expense^(d)^ | 2,564 | 2,618 | ||||
| Foreign currency transaction (gain) loss,<br>net^(e)^ | (1,675 | ) | 971 | |||
| Asset impairment and closed store<br>expenses^(f)^ | 1,844 | (124 | ) | |||
| Adjusted EBITDA | $ | 127,828 | **** | $ | 118,514 | **** |
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Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share Footnotes
| ^(a)^ | Consists of acquisition costs as reflected within the unaudited consolidated statements of operations,<br>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<br>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<br>with strategic transformation initiatives. |
| --- | --- |
| ^(c)^ | Consists of the non-cash portion of rent expense, which reflects the<br>extent to which our straight-line rent expense recognized under U.S. GAAP exceeds or is less than our cash rent payments. |
| --- | --- |
| ^(d)^ | Represents non-cash equity-based compensation expense.<br> |
| --- | --- |
| ^(e)^ | Represents foreign currency transaction (gains)/losses, net that primarily related to the remeasurement of our<br>intercompany loans, which are partially offset by unrealized (gains)/ losses on remeasurement of cross currency swaps and forward contracts. |
| --- | --- |
| ^(f)^ | Relates to (gain)/loss, net on sale leasebacks, impairment of certain fixed assets and operating lease right-of-use assets related to closed locations, lease exit costs and other costs associated with stores that were closed prior to the respective lease termination dates.<br> |
| --- | --- |
| ^(g)^ | Consists of amortization related to acquired intangible assets as reflected within depreciation and<br>amortization in the consolidated statements of operations. |
| --- | --- |
| ^(h)^ | Represents uncertain tax positions recorded for tax positions, inclusive of interest and penalties.<br> |
| --- | --- |
| ^(i)^ | Represents the tax impact of adjustments associated with the reconciling items between net income and Adjusted<br>Net Income, excluding the provision for uncertain tax positions. To determine the tax impact of the deductible reconciling items, we utilized statutory income tax rates ranging from 9% to 36% depending upon the tax attributes of each adjustment and<br>the applicable jurisdiction. |
| --- | --- |
11
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
ADJUSTED EBITDA AND SEGMENT ADJUSTED EBITDA RECONCILIATION
(UNAUDITED)
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| (in thousands) | April 1, 2023 | March 26,2022 | ||||
| Segment Adjusted EBITDA: | ||||||
| Maintenance | $ | 72,986 | $ | 52,485 | ||
| Car Wash | 44,309 | 55,720 | ||||
| Paint, Collision & Glass | 35,712 | 28,930 | ||||
| Platform Services | 17,030 | 14,165 | ||||
| Corporate and other | (41,184 | ) | (32,280 | ) | ||
| Store opening costs | (1,025 | ) | (506 | ) | ||
| Adjusted EBITDA | $ | 127,828 | **** | $ | 118,514 | **** |
12
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
ADDITIONAL INFORMATION ON KEY PERFORMANCE INDICATORS (UNAUDITED)
| Three months ended April 1, 2023 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands) | Maintenance | Car Wash | Paint,Collision &Glass | PlatformServices | Total | |||||
| System-wide Sales | ||||||||||
| Franchise stores | $ | 246,683 | $ | — | 738,563 | $ | 89,103 | $ | 1,074,349 | |
| Company-operated stores | 195,260 | 102,446 | 77,479 | 881 | 376,066 | |||||
| Independently operated Stores | **** | — | 52,532 | — | **** | — | 52,532 | |||
| Total System-wide Sales | $ | 441,943 | $ | 154,978 | $ | 816,042 | $ | 89,984 | $ | 1,502,947 |
| Store Count (in whole numbers) | ||||||||||
| Franchise stores | 1,067 | — | 1,642 | 204 | 2,913 | |||||
| Company-operated stores | 599 | 400 | 235 | 1 | 1,235 | |||||
| Independently operated Stores | — | 716 | — | — | 716 | |||||
| Total Store Count | 1,666 | 1,116 | 1,877 | 205 | 4,864 | |||||
| Three months ended March 26, 2022 | ||||||||||
| (in thousands) | Maintenance | Car Wash | Paint,Collision &Glass | PlatformServices | Total | |||||
| System-wide Sales | ||||||||||
| Franchise stores | $ | 200,284 | $ | — | $ | 618,969 | $ | 89,643 | $ | 908,896 |
| Company-operated stores | 156,828 | 94,495 | 39,916 | 1,152 | 292,391 | |||||
| Independently operated Stores | — | 63,089 | — | — | 63,089 | |||||
| Total System-wide Sales | $ | 357,112 | $ | 157,584 | $ | 658,885 | $ | 90,795 | $ | 1,264,376 |
| Store Count (in whole numbers) | ||||||||||
| Franchise stores | 982 | — | 1,611 | 201 | 2,794 | |||||
| Company-operated stores | 549 | 341 | 119 | 1 | 1,010 | |||||
| Independently operated Stores | — | 722 | — | — | 722 | |||||
| Total Store Count | 1,531 | 1,063 | 1,730 | 202 | 4,526 |
13
EX-99.2
Exhibit 99.2
Q1 2023 EARNINGS HIGHLIGHTS FROM Our team delivered another quarter of strong results OUR CEO and market share gains powered by our differentiated JONATHAN customer value proposition in our needs-based service FITZPATRICK “category. Our proven playbook, track record of execution and pipeline for new store growth provide a strong line of sight into future growth. We are leveraging that scale and our network benefits across our diversified platform to capitalize on the continued momentum in our business. 1ST QUARTER HIGHLIGHTS REVENUE NET INCOME EARNINGS PER SHARE $562M $30M $0.17 ADJUSTED EBITDA ADJUSTED NET INCOME ADJUSTED EARNINGS $128M $42M PER SHARE $0.25 In the first quarter, we delivered revenue growth of 20% and Adjusted EBITDA growth of 8%, roughly in line with our guidance. SYSTEM-WIDE SALES Continued same-store sales growth of 9%, net store growth of 7%, and $1.5B scaling of new locations drove system-wide sales up 19% versus prior year. TOTAL SYSTEM-WIDE SALES NET NEW STORE GROWTH SAME-STORE SALES +21 +13% MAINTENANCE MAINTENANCE +5 -11%* CAR WASH CAR WASH +31 +14% PAINT, COLLISION AND GLASS PAINT, COLLISION AND GLASS +2 -5% PLATFORM SERVICES PLATFORM SERVICES DB TOTAL DB +59 TOTAL +9% * Foreign exchange rate movement had a 230 basis point negative impact. SEGMENT MIX 6% 9% 10% 30% MAINTENANCE % % SYSTEM- 22% % 21% SEGMENT- 41% CAR WASH WIDE REVENUE ADJUSTED 43% PAINT, COLLISION AND GLASS SALES EBITDA 54% 10% PLATFORM SERVICES 28% 26% 2023 GUIDANCE Reaffirms guidance following strong +15% +15% FLAT quarter in line with expectations. ADJUSTED ADJUSTED REVENUE EBITDA EPS This document contains Non-GAAP financial measures. For full financial data and Non-GAAP reconciliations, please refer to the associated press release dated May 3, 2023, available at investors.drivenbrands.com. This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are not based on historical facts but instead represent our current expectations and assumptions regarding our business, the economy and other future conditions. For risks and other factors that may cause actual results to differ materially from expectations, refer to the risk factors described in our filings with the Securities and Exchange Commission, which are available on its website at www.sec.gov.