UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): April 26, 2024
DRIVEN BRANDS HOLDINGS INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-39898 | 47-3595252 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
440 South Church Street, Suite 700
Charlotte, North Carolina 28202
(Address of Principal Executive Offices)
(704) 377-8855
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions 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 |
Name of each exchange | ||
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 Exchange 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 2, 2024, Driven Brands Holdings Inc. (the “Company”) issued a press release, furnished as Exhibit 99.1, and incorporated herein by reference, announcing the Company’s financial results for the quarter ended March 30, 2024 (the “Press Release”).
The information provided pursuant to Item 2.02, including the exhibit 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 26, 2024, Gary W. Ferrera, the Company’s Executive Vice President and Chief Financial Officer, notified the Company of his intent to resign from the Company to pursue a professional opportunity at a privately held company. Mr. Ferrera’s departure does not reflect any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices or any issues regarding the Company’s accounting policies or practices. Mr. Ferrera has agreed to continue serving as Executive Vice President and Chief Financial Officer until the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 30, 2024 (the “Effective Time”) and to make himself available for transition services for a period of six months thereafter. In connection with Mr. Ferrera’s agreement to provide such transition services, on May 1, 2024, the Company entered into a transition agreement (the “Transition Agreement”) with Mr. Ferrera pursuant to which the Company has agreed to waive Mr. Ferrera’s obligation to repay his $100,000 cash sign-on bonus under the terms of his employment offer letter with the Company. The Transition Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
In connection with Mr. Ferrera’s departure, the Board of Directors of the Company has designated Michael Beland, the Company’s current Senior Vice President and Chief Accounting Officer, as the Company’s principal financial officer, and has appointed Joel Arnao, the Company’s current Senior Vice President, FP&A, Treasury, and Investor Relations, as the Company’s interim Chief Financial Officer, in each case, to be effective as of the Effective Time. The Company has initiated a search to identify a successor Chief Financial Officer to serve on a permanent basis.
Mr. Beland, age 53, has served as the Company’s Senior Vice President and Chief Accounting Officer since July 2021. Prior to joining the Company, Mr. Beland served as the Corporate Controller at Cree, Inc. from September 2017 to May 2021 and, before that, Assistant Corporate Controller at PPD, LLC from 2010 to 2017. He began his career in public accounting with Arthur Andersen, Grant Thornton, and PricewaterhouseCoopers. Mr. Beland is a licensed Certified Public Accountant and earned both his Bachelor of Science in Accounting and Master of Professional Accountancy from the University of Southern Mississippi.
Mr. Arnao, age 51, has served as the Company’s Senior Vice President, FP&A, Treasury, and Investor Relations since July 2023. Prior to joining the Company, he served as Vice President of FP&A and Strategic Initiatives at Rite Aid from 2020 to 2023. Prior to his time at Rite Aid, he was a Senior Advisor at Navio Consulting in 2020 and Vice President and Chief Financial Officer at Merchants Distributors, a grocery store distributor, from 2018 to 2020. Mr. Arnao spent nearly ten years at Walmart and Sam’s Club as a Senior Director in Finance. He has also spent time at The Home Depot and Deloitte & Touche. Mr. Arnao began his career by serving as a Captain in the United States Air Force. He earned his Bachelor of Science in Electrical Engineering from the University of Florida and his Master of Business Administration from Emory University’s Goizueta Business School.
There are no arrangements or understandings between either of Messrs. Beland or Arnao, and any other person pursuant to which they are being appointed as principal financial officer and interim Chief Financial Officer of the Company, respectively. There are no family relationships between either of Messrs. Beland or Arnao, and any other director or executive officer of the Company, and no transactions involving either of Messrs. Beland or Arnao that would require disclosure under Item 404(a) of Regulation S-K .
Item 7.01. Regulation FD Disclosure.
On May 2, 2024, the Company issued the Press Release, furnished as Exhibit 99.1, and incorporated herein by reference, which announced (i) Mr. Ferrera’s departure, (ii) Mr. Beland’s designation as the Company’s principal financial officer, and (iii) Mr. Arnao’s appointment as the Company’s interim Chief Financial Officer.
The information provided pursuant to Item 7.01, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of 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 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 No. | Description | |
10.1 | Transition Agreement, effective as of May 1, 2024, by and between Driven Brands Holdings Inc. and Gary W. Ferrera | |
99.1 | Press release dated May 2, 2024 | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
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 2, 2024 | By: | /s/ Scott O’Melia | ||||
Name: | Scott O’Melia | |||||
Title: | Executive Vice President, General Counsel and Secretary |
Exhibit 10.1
[DRVN LETTERHEAD]
April 29, 2024
Gary Ferrera
VIA Email
Dear Gary:
Reference is made to your Letter of Employment with Driven Brands Holdings Inc. (the Company), dated May 4, 2023 (the Employment Letter). Pursuant to the Employment Letter, you previously received a cash sign-on bonus of $100,000, which is subject to repayment to the Company if you are terminated for Cause or resign from the Company without Good Reason (each as defined in the Employment Letter) prior to 12 months after the payment of such bonus (the Repayment Obligation).
Your employment with the Company will terminate effective promptly following the filing of the Companys quarterly report on Form 10-Q for the quarter ended March 30, 2024 (the Effective Time), and such termination will constitute your resignation without Good Reason. You acknowledge and agree that the Effective Time is expected to occur prior to the expiration of the Repayment Obligation. In exchange for your agreement to provide transition services to the Company for a period of six months following the Effective Time (the Transition Period), the Company will waive the Repayment Obligation. For the avoidance of doubt, during the Transition Period, you will not be an employee of the Company and will only provide transition services as and when reasonably requested by the Company. You and the Company agree that such transition services will not exceed 10 hours per month.
Please indicate your acceptance of this letter agreement by signing and returning the signed copy to me by no later than May 1, 2024.
We thank you for your efforts in assisting with the smooth transition of your duties.
Driven Brands Holdings Inc.
| ||
By: | /s/ Jonathan Fitzpatrick | |
Name: Jonathan Fitzpatrick Title: President & Chief Executive Officer |
Agreed to and accepted by:
|
/s/ Gary W. Ferrera Gary W. Ferrera
Date: May 1, 2024 |
![]() |
Exhibit 99.1 |
Driven Brands Holdings Inc. Reports First Quarter
2024 Results
Achieved 13 consecutive quarters of same store sales growth
Maintenance segment delivered 5% same store sales growth driven by 7% in Take 5 Oil Change
--Net Income of $4 million and Adjusted EBITDA of $131 million
Announces CFO transition
Reaffirms Fiscal Year 2024 Outlook
Charlotte, N.C. (May 2, 2024) - Driven Brands Holdings Inc. (NASDAQ: DRVN) (Driven Brands or the Company) today reported financial results for the first quarter ending March 30, 2024.
For the first quarter, Driven Brands delivered revenue of $572 million, up 2% versus the prior year. System-wide sales were $1.6 billion, up 7% versus the prior year primarily driven by 0.7% same store sales growth and 144 net new units.
Net Income was $4.3 million or $0.03 per diluted share versus $29.7 million or $0.17 per diluted share in the prior year. Adjusted Net Income1 was $38.1 million or $0.23 per diluted share versus $39.1 million or $0.23 per diluted share in the prior year. Adjusted EBITDA1 was $131.0 million up 6% versus the prior year. Cash provided by operating activities increased $23.5 million or 64% to $60.3 million compared to $36.8 million in the prior year.
We are pleased with our strong performance in the first quarter of 2024. The Maintenance segment once again delivered exceptional results, largely driven by Take 5 Oil Change, which saw same store sales growth of 7%. We increased total company revenue, managed expenses and achieved our 13th consecutive quarter of same store sales growth, said Jonathan Fitzpatrick, President and Chief Executive Officer.
Looking ahead to the remainder of 2024, we are confident in our full-year outlook and committed to prudently deploying capital and paying down debt, Fitzpatrick concluded.
First Quarter 2024 Key Performance Indicators by Segment
System-wide Sales (in millions) |
Store Count | Same-Store Sales |
Revenue (in millions) |
Segment Adjusted EBITDA (in millions) |
||||||||||||||||
Maintenance |
$ | 499.7 | 1,814 | 4.8 | % | $ | 261.7 | $ | 91.4 | |||||||||||
Car Wash |
143.3 | 1,106 | (7.4 | )% | 144.7 | 29.1 | ||||||||||||||
Paint, Collision & Glass |
882.1 | 1,883 | 1.3 | % | 106.4 | 30.8 | ||||||||||||||
Platform Services |
78.0 | 205 | N/A | 53.8 | 19.9 | |||||||||||||||
Corporate / Other |
N/A | N/A | N/A | 5.6 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 1,603.1 | 5,008 | 0.7 | % | $ | 572.2 | |||||||||||||
|
|
|
|
|
|
|
|
1
Capital and Liquidity
The Company ended the first quarter with total liquidity of $308.0 million consisting of $165.5 million in cash and cash equivalents and $142.5 million of undrawn capacity on its variable funding securitization senior notes and revolving credit facility. This does not include the additional $135.0 million Series 2022 Class A-1 Notes that expand the Companys variable funding note borrowing capacity when the Company elects to exercise them, assuming certain conditions continue to be met.
CFO Transition
Driven Brands also announced today that Gary W. Ferrera, Chief Financial Officer, will step down to pursue a professional opportunity at a privately held company and move back to Colorado, where his family is located.
Mr. Ferreras resignation will be effective after the filing of the Companys quarterly report on Form 10-Q for the first quarter of 2024. Driven Brands has initiated a comprehensive search with the assistance of a leading executive recruitment firm to identify Mr. Ferreras successor.
Effective upon Mr. Ferreras departure, Joel Arnao, Senior Vice President of FP&A, Treasury and Investor Relations, has been appointed as interim Chief Financial Officer, and Michael Beland, Senior Vice President and Chief Accounting Officer, has been designated as principal financial officer. Mr. Ferrera will be available to support transitional needs following his departure.
Mr. Fitzpatrick added, We appreciate Garys contributions to Driven Brands, which have been additive to our collective efforts to position the business for long-term value creation. The Driven Brands board and management team extend our sincere thanks to Gary and wish him well in his next chapter. Driven Brands is fortunate to have a strong bench of talent, and we appreciate that Joel and Michael have agreed to take on additional responsibilities while we undertake our CFO search. Joel and Michael are prominent members of our financial team and have a deep understanding of our business, strategy and operations. I am confident this will be a seamless transition for our stakeholders.
Mr. Ferreras resignation does not reflect any disagreement with the Company on any matter relating to the Companys operations, policies or practices, or any issues regarding the Companys accounting policies or practices.
2
Fiscal Year 2024 Outlook
The Company reaffirms its financial outlook for fiscal year 2024:
2024 Outlook | ||
Revenue |
~$2.35 - $2.45 billion | |
Adjusted EBITDA1 |
~$535 - $565 million | |
Adjusted EPS1 |
~$0.88 - $1.00 |
Note: The Company has not included potential future M&A in its outlook for fiscal year 2024.
1 | Adjusted EBITDA, Adjusted Net Income and Adjusted EPS are non-GAAP financial measures. See Reconciliation of Non-GAAP Financial Measures for additional information on non-GAAP financial measures and a reconciliation to the most 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. |
3
Conference Call
Driven Brands will host a conference call to discuss first quarter 2024 results today, Thursday, May 2, 2024, at 8:30 a.m. 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 for at least three months.
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 Americas 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 5,000 locations across 13 countries, and services approximately 70 million vehicles annually. Driven Brands network generates approximately $2.3 billion in annual revenue from approximately $6.4 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, trends, plans, objectives of management, impact of accounting standards and outlook, impairments, 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; (iv) the risks and costs associated with the integration of, and our ability to integrate, our stores and business units successfully; (v) the proper application of generally accepted accounting principles, which are highly complex and involve many subjective assumptions, estimates, and judgments and (vi) 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
4
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 30, 2023 as well as 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.
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
5
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended | ||||||||
(in thousands, except per share amounts) | March 30, 2024 | April 1, 2023 | ||||||
Revenue: |
||||||||
Franchise royalties and fees |
$ | 45,045 | $ | 43,515 | ||||
Company-operated store sales |
374,456 | 376,066 | ||||||
Independently-operated store sales |
53,047 | 52,532 | ||||||
Advertising contributions |
24,070 | 21,677 | ||||||
Supply and other revenue |
75,608 | 68,677 | ||||||
|
|
|
|
|||||
Total net revenue |
572,226 | 562,467 | ||||||
|
|
|
|
|||||
Operating Expenses: |
||||||||
Company-operated store expenses |
242,053 | 243,409 | ||||||
Independently-operated store expenses |
29,355 | 29,364 | ||||||
Advertising expenses |
24,070 | 21,677 | ||||||
Supply and other expenses |
36,216 | 37,266 | ||||||
Selling, general, and administrative expenses |
116,402 | 112,328 | ||||||
Acquisition related costs |
1,794 | 1,847 | ||||||
Store opening costs |
1,263 | 1,025 | ||||||
Depreciation and amortization |
43,229 | 38,198 | ||||||
Asset impairment charges and lease terminations |
19,326 | 167 | ||||||
|
|
|
|
|||||
Total operating expenses |
513,708 | 485,281 | ||||||
|
|
|
|
|||||
Operating income |
58,518 | 77,186 | ||||||
|
|
|
|
|||||
Other expenses, net: |
||||||||
Interest expense, net |
43,772 | 38,141 | ||||||
Loss (gain) on foreign currency transactions |
4,321 | (1,675 | ) | |||||
|
|
|
|
|||||
Other expense, net |
48,093 | 36,466 | ||||||
|
|
|
|
|||||
Income before taxes |
10,425 | 40,720 | ||||||
Income tax expense |
6,164 | 10,971 | ||||||
|
|
|
|
|||||
Net income |
4,261 | 29,749 | ||||||
Net income attributable to non-controlling interest |
| | ||||||
|
|
|
|
|||||
Net income attributable to Driven Brands Holdings Inc. |
$ | 4,261 | $ | 29,749 | ||||
|
|
|
|
|||||
Earnings per share: |
||||||||
Basic |
$ | 0.03 | $ | 0.18 | ||||
Diluted |
$ | 0.03 | $ | 0.17 | ||||
Weighted average shares outstanding |
||||||||
Basic |
159,631 | 162,784 | ||||||
Diluted |
160,604 | 166,874 |
6
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands, except share and per share amounts) | March 30, 2024 | December 30, 2023 | ||||||
Assets | ||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 165,513 | $ | 176,522 | ||||
Restricted cash |
657 | 657 | ||||||
Accounts and notes receivable, net |
165,992 | 151,259 | ||||||
Inventory |
82,875 | 83,171 | ||||||
Prepaid and other assets |
49,901 | 46,714 | ||||||
Income tax receivable |
7,337 | 15,928 | ||||||
Assets held for sale |
290,818 | 301,229 | ||||||
Advertising fund assets, restricted |
52,711 | 45,627 | ||||||
|
|
|
|
|||||
Total current assets |
815,804 | 821,107 | ||||||
Other assets |
90,175 | 56,565 | ||||||
Property and equipment, net |
1,425,882 | 1,438,496 | ||||||
Operating lease right-of-use assets |
1,383,400 | 1,389,316 | ||||||
Deferred commissions |
6,643 | 6,312 | ||||||
Intangibles, net |
729,354 | 739,402 | ||||||
Goodwill |
1,435,618 | 1,455,946 | ||||||
Deferred tax assets |
3,453 | 3,660 | ||||||
|
|
|
|
|||||
Total assets |
$ | 5,890,329 | $ | 5,910,804 | ||||
|
|
|
|
|||||
Liabilities and shareholders equity | ||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 82,843 | $ | 67,526 | ||||
Accrued expenses and other liabilities |
246,522 | 242,171 | ||||||
Income tax payable |
2,022 | 5,404 | ||||||
Current portion of long-term debt |
33,020 | 32,673 | ||||||
Income tax receivable liability |
41,437 | 56,001 | ||||||
Advertising fund liabilities |
33,208 | 23,392 | ||||||
|
|
|
|
|||||
Total current liabilities |
439,052 | 427,167 | ||||||
Long-term debt |
2,905,033 | 2,910,812 | ||||||
Deferred tax liabilities |
149,931 | 154,742 | ||||||
Operating lease liabilities |
1,319,936 | 1,332,519 | ||||||
Income tax receivable liability |
108,215 | 117,915 | ||||||
Deferred revenue |
32,159 | 30,507 | ||||||
Long-term accrued expenses and other liabilities |
29,187 | 30,419 | ||||||
|
|
|
|
|||||
Total liabilities |
4,983,513 | 5,004,081 | ||||||
|
|
|
|
|||||
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 164,079,581 and 163,965,231 shares outstanding; respectively |
1,641 | 1,640 | ||||||
Additional paid-in capital |
1,664,764 | 1,652,401 | ||||||
Retained (deficit) earnings |
(705,826 | ) | (710,087 | ) | ||||
Accumulated other comprehensive loss |
(54,407 | ) | (37,875 | ) | ||||
|
|
|
|
|||||
Total shareholders equity attributable to Driven Brands Holdings Inc. |
906,172 | 906,079 | ||||||
|
|
|
|
|||||
Non-controlling interests |
644 | 644 | ||||||
|
|
|
|
|||||
Total shareholders equity |
906,816 | 906,723 | ||||||
|
|
|
|
|||||
Total liabilities and shareholders equity |
$ | 5,890,329 | $ | 5,910,804 | ||||
|
|
|
|
7
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended | ||||||||
(in thousands) | March 30, 2024 | April 1, 2023 | ||||||
Net income | $ | 4,261 | $ | 29,749 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
43,229 | 38,198 | ||||||
Equity-based compensation expense |
11,861 | 2,564 | ||||||
Loss on foreign denominated transactions |
7,574 | 161 | ||||||
Gain on foreign currency derivatives |
(3,253 | ) | (1,836 | ) | ||||
(Gain) loss on sale and disposal of businesses, fixed assets, and sale-leaseback transactions |
(12,913 | ) | 1,671 | |||||
Reclassification of interest rate hedge to income |
(519 | ) | (519 | ) | ||||
Bad debt expense |
2,070 | 82 | ||||||
Asset impairment costs |
19,326 | 167 | ||||||
Amortization of deferred financing costs and bond discounts |
1,954 | 1,850 | ||||||
Amortization of cloud computing |
1,345 | | ||||||
Benefit for deferred income taxes |
(2,807 | ) | 4,650 | |||||
Other, net |
10,669 | 4,043 | ||||||
Changes in assets and liabilities, net of acquisitions: | ||||||||
Accounts and notes receivable, net |
(17,351 | ) | (44,084 | ) | ||||
Inventory |
(1,005 | ) | (5,473 | ) | ||||
Prepaid and other assets |
(4,270 | ) | (13,867 | ) | ||||
Advertising fund assets and liabilities, restricted |
7,650 | 906 | ||||||
Other Assets |
(33,300 | ) | (7,382 | ) | ||||
Deferred commissions |
(331 | ) | 455 | |||||
Deferred revenue |
1,659 | 161 | ||||||
Accounts payable |
14,165 | 25,597 | ||||||
Accrued expenses and other liabilities |
6,293 | (960 | ) | |||||
Income tax receivable |
3,976 | 659 | ||||||
|
|
|
|
|||||
Cash provided by operating activities | 60,283 | 36,792 | ||||||
|
|
|
|
|||||
Cash flows from investing activities: | ||||||||
Capital expenditures |
(89,483 | ) | (169,155 | ) | ||||
Cash used in business acquisitions, net of cash acquired |
(2,024 | ) | (29,307 | ) | ||||
Proceeds from sale-leaseback transactions |
4,550 | 16,772 | ||||||
Proceeds from sale or disposal of businesses and fixed assets |
52,677 | | ||||||
|
|
|
|
|||||
Cash used in investing activities | (34,280 | ) | (181,690 | ) | ||||
|
|
|
|
|||||
Cash flows from financing activities: | ||||||||
Repayment of long-term debt |
(7,616 | ) | (7,002 | ) | ||||
Proceeds from revolving lines of credit and short-term debt |
46,000 | 140,000 | ||||||
Repayments of revolving lines of credit and short-term debt |
(46,000 | ) | (25,000 | ) | ||||
Payment of Tax Receivable Agreement |
(24,718 | ) | | |||||
Repayment of principal portion of finance lease liability |
(886 | ) | (854 | ) | ||||
Stock option exercises |
| 1,380 | ||||||
Other, net |
| (32 | ) | |||||
|
|
|
|
|||||
Cash (used in) provided by financing activities | (33,220 | ) | 108,492 | |||||
|
|
|
|
|||||
Effect of exchange rate changes on cash |
1,133 | 2,392 | ||||||
|
|
|
|
|||||
Net change in cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted | (6,084 | ) | (34,014 | ) | ||||
|
|
|
|
|||||
Cash and cash equivalents, beginning of period |
176,522 | 227,110 | ||||||
Cash included in advertising fund assets, restricted, beginning of period |
38,537 | 32,871 | ||||||
Restricted cash, beginning of period |
657 | 792 | ||||||
|
|
|
|
8
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, beginning of period |
215,716 | 260,773 | ||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
165,513 | 190,841 | ||||||
Cash included in advertising fund assets, restricted, end of period |
43,462 | 35,126 | ||||||
Restricted cash, end of period |
657 | 792 | ||||||
|
|
|
|
|||||
Cash, cash equivalents, restricted cash, and cash included in advertising fund assets, restricted, end of period |
$ | 209,632 | $ | 226,759 | ||||
|
|
|
|
9
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 Outlook
Driven Brands includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA) and Adjusted Earnings per Share (Adjusted EPS) in the Companys Fiscal Year 2024 Outlook. Adjusted EBITDA and Adjusted EPS are non-GAAP financial measures and have not been reconciled to the most comparable GAAP financial measures 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 managements control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide an 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 and Adjusted EPS are considered non-GAAP financial measures under the SECs 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 EPS 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 three months ended March 30, 2024, compared to the three months ended April 1, 2023.
10
Net Income to Adjusted Net Income and Adjusted Earnings Per Share (Unaudited)
Three Months Ended | ||||||||
(in thousands, except per share data) | March 30, 2024 | April 1, 2023 | ||||||
Net income |
$ | 4,261 | $ | 29,749 | ||||
Acquisition related costs(a) |
1,794 | 1,847 | ||||||
Non-core items and project costs, net(b) |
4,711 | 1,824 | ||||||
Cloud computing amortization(c) |
1,345 | | ||||||
Equity-based compensation expense(d) |
11,861 | 2,564 | ||||||
Foreign currency transaction loss (gain), net(e) |
4,321 | (1,675 | ) | |||||
Asset sale leaseback (gain) loss, impairment and closed store expenses(f) |
9,560 | 1,844 | ||||||
Amortization related to acquired intangible assets(g) |
7,020 | 6,036 | ||||||
Valuation allowance for deferred tax asset(h) |
1,134 | | ||||||
|
|
|
|
|||||
Adjusted net income before tax impact of adjustments |
46,007 | 42,189 | ||||||
Tax impact of adjustments(i) |
(7,885 | ) | (3,085 | ) | ||||
|
|
|
|
|||||
Adjusted net income |
38,122 | 39,104 | ||||||
|
|
|
|
|||||
Net income attributable to non-controlling interest |
| | ||||||
|
|
|
|
|||||
Adjusted net income attributable to Driven Brands Holdings Inc. |
$ | 38,122 | $ | 39,104 | ||||
|
|
|
|
|||||
Earnings per share |
||||||||
Basic |
$ | 0.03 | $ | 0.18 | ||||
Diluted |
$ | 0.03 | $ | 0.17 | ||||
Adjusted earnings per share(1) |
||||||||
Basic |
$ | 0.23 | $ | 0.24 | ||||
Diluted |
$ | 0.23 | $ | 0.23 | ||||
Weighted average shares outstanding for Net Income |
||||||||
Basic |
159,631 | 162,784 | ||||||
Diluted |
160,604 | 166,874 |
(1) | Adjusted Earnings Per Share is calculated under the two-class method. 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 participating securities. Adjusted Net Income attributable to participating securities used in the basic and diluted earnings per share calculation was less than $1 million for the three months ended March 30, 2024 and April 1, 2023. |
11
Adjusted EBITDA
Adjusted EBITDA is considered a non-GAAP financial measure under the Securities and Exchange Commissions (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 Brands 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 companys Annual Report on Form 10-K for the fiscal year ended December 30, 2023, filed with the SEC on February 28, 2024, for additional information on Adjusted EBITDA. The tables below reflect the calculation of Adjusted EBITDA for the three months ended March 30, 2024, compared to the three months ended April 1, 2023.
12
Net Income to Adjusted EBITDA Reconciliation (Unaudited)
Three Months Ended | ||||||||
(in thousands) | March 30, 2024 | April 1, 2023 | ||||||
Net income |
$ | 4,261 | $ | 29,749 | ||||
Income tax expense |
6,164 | 10,971 | ||||||
Interest expense, net |
43,772 | 38,141 | ||||||
Depreciation and amortization |
43,229 | 38,198 | ||||||
|
|
|
|
|||||
EBITDA |
97,426 | 117,059 | ||||||
|
|
|
|
|||||
Acquisition related costs(a) |
1,794 | 1,847 | ||||||
Non-core items and project costs, net(b) |
4,711 | 1,824 | ||||||
Cloud computing amortization(c) |
1,345 | | ||||||
Equity-based compensation expense(d) |
11,861 | 2,564 | ||||||
Foreign currency transaction loss (gain), net(e) |
4,321 | (1,675 | ) | |||||
Asset sale leaseback (gain) loss, impairment and closed store expenses(f) |
9,560 | 1,844 | ||||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | 131,018 | $ | 123,463 | ||||
|
|
|
|
13
Adjusted EBITDA, Adjusted Net Income and Adjusted Earnings Per Share Footnotes
(a) | Consists of acquisition costs as reflected within the 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. |
(c) | Includes non-cash amortization expenses relating to cloud computing arrangements. |
(d) | Represents non-cash equity-based compensation expense. |
(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, and lease exit costs and other costs associated with stores that were closed prior to the respective lease termination dates. |
(g) | Consists of amortization related to acquired intangible assets as reflected within depreciation and amortization in the unaudited consolidated statement of operations. |
(h) | Represents valuation allowances on income tax carryforwards in certain domestic jurisdictions that are not more likely than not to be realized. |
(i) | Represents the tax impact of adjustments associated with the reconciling items between net income and Adjusted 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 the applicable jurisdiction. |
14
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
ADJUSTED EBITDA AND SEGMENT ADJUSTED EBITDA RECONCILIATION (UNAUDITED)
Three Months Ended | ||||||||
(in thousands) | March 30, 2024 | April 1, 2023 | ||||||
Segment Adjusted EBITDA: |
||||||||
Maintenance |
$ | 91,436 | $ | 72,233 | ||||
Car Wash |
29,134 | 41,048 | ||||||
Paint, Collision & Glass |
30,820 | 35,450 | ||||||
Platform Services |
19,871 | 17,008 | ||||||
Corporate and other |
(38,980 | ) | (41,251 | ) | ||||
Store opening costs |
(1,263 | ) | (1,025 | ) | ||||
|
|
|
|
|||||
Adjusted EBITDA |
$ | 131,018 | $ | 123,463 | ||||
|
|
|
|
15
DRIVEN BRANDS HOLDINGS INC. AND SUBSIDIARIES
ADDITIONAL INFORMATION ON KEY PERFORMANCE INDICATORS (UNAUDITED)
Three Months Ended March 30, 2024 | ||||||||||||||||||||
(in thousands) | Maintenance | Car Wash | Paint, Collision & Glass |
Platform Services |
Total | |||||||||||||||
System-wide Sales |
||||||||||||||||||||
Franchise stores |
$ | 278,861 | $ | | $ | 819,615 | $ | 77,152 | $ | 1,175,628 | ||||||||||
Company-operated stores |
220,871 | 90,227 | 62,509 | 849 | 374,456 | |||||||||||||||
Independently operated stores |
| 53,047 | | | 53,047 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total System-wide Sales |
$ | 499,732 | $ | 143,274 | $ | 882,124 | $ | 78,001 | $ | 1,603,131 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Store Count (in whole numbers) |
||||||||||||||||||||
Franchise stores |
1,153 | | 1,650 | 204 | 3,007 | |||||||||||||||
Company-operated stores |
661 | 388 | 233 | 1 | 1,283 | |||||||||||||||
Independently operated stores |
| 718 | | | 718 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Store Count |
1,814 | 1,106 | 1,883 | 205 | 5,008 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Three Months Ended April 1, 2023 | ||||||||||||||||||||
(in thousands) | Maintenance | Car Wash | Paint, Collision & Glass |
Platform Services |
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 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
16