Workflow
Driven Brands (DRVN)
icon
Search documents
Driven Brands (DRVN) - 2025 Q1 - Earnings Call Transcript
2025-05-06 13:32
Financial Data and Key Metrics Changes - Driven Brands reported Q1 2025 revenue of $516 million, a 7.1% increase year-over-year, supported by 177 net new stores and 0.7% same-store sales growth, marking the seventeenth consecutive quarter of positive same-store sales growth [7][19] - Diluted adjusted EPS from continuing operations was $0.27, and adjusted EBITDA was $125 million, reflecting a 1.9% increase [8][21] - Operating income declined by $6.8 million to $61.3 million for Q1, while adjusted EBITDA margin decreased by approximately 120 basis points to 24.2% [20][21] Business Line Data and Key Metrics Changes - Take Five Oil Change achieved same-store sales growth of 8% and revenue growth of 15.3%, with adjusted EBITDA of $100.9 million, reflecting a 13.5% increase [10][22] - Franchise Brands experienced a 2.9% decline in same-store sales, with segment revenue down by $4.6 million or 6.1% [11][24] - The international car wash segment reported same-store sales growth of 26.2%, with adjusted EBITDA increasing by $6.4 million to $24.4 million [12][25] Market Data and Key Metrics Changes - System-wide sales for the company grew by 2.2% in Q1 to $1.5 billion [19] - The company closed a net of 19 units in the Franchise Brands segment due to the departure of a franchisee [19][24] - The U.S. Car Wash transaction closed on April 10, 2025, providing liquidity for debt repayment and simplifying the company's portfolio [13][28] Company Strategy and Development Direction - The company aims to utilize excess free cash flow to reduce debt, targeting a net leverage ratio of three times by the end of 2026 [7][14] - Driven Brands is focused on maintaining growth in its Take Five business while managing the performance of its franchise segment [32][33] - The divestiture of the U.S. Car Wash business is expected to support the company's outlook for net capital expenditures, which are projected to be approximately $70 million less than the previous year [13][14] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to deliver results despite macroeconomic uncertainties, emphasizing the essential nature of their services [15][17] - The company remains cautious about the potential impact of tariffs on margins and demand but believes its diversified sourcing strategy will mitigate risks [14][30] - Management reiterated its fiscal 2025 outlook, expecting moderate growth in Take Five and continued softness in the discretionary business, Mako [31][32] Other Important Information - The company has paid down nearly $290 million in debt since the beginning of 2025, with total debt repaid exceeding $5 billion since 2024 [8][27] - Free cash flow for the quarter was $27.6 million, driven by strong operating performance [26] Q&A Session Summary Question: Can you discuss the margin management for Take Five? - Management noted that margin pressure was due to increased repair and maintenance and rent expenses, but they remain confident in the team's ability to manage costs effectively [35][36] Question: What is the outlook for Franchise Brands if same-store sales softness continues? - Management indicated that while there are limited levers in a franchise model, they are optimistic about the long-term trajectory of the franchise brands despite current softness [37][38] Question: What are the expectations for Q2 comps? - Management refrained from providing specific quarter guidance but indicated they expect to see trends stabilize, with a potential for 1% to 3% growth based on current trends [42][44] Question: How is the Auto Glass business performing? - Management confirmed that the Auto Glass business is still in the early stages of growth, with positive developments in securing insurance and commercial accounts [50][63] Question: Are there any signs of increased price competition in the Quick Lubes market? - Management reported no significant material changes in competitive pricing dynamics, although some localized competition may exist [100] Question: How does the company view the impact of economic downturns on its business? - Management emphasized that the majority of their services are nondiscretionary, which positions them well during economic uncertainty, as consumers will still need vehicle maintenance [90][112]
Driven Brands (DRVN) - 2025 Q1 - Earnings Call Transcript
2025-05-06 12:30
Financial Data and Key Metrics Changes - Driven Brands reported Q1 2025 revenue of $516 million, a 7.1% increase year-over-year, supported by 177 net new stores and 0.7% same-store sales growth, marking the seventeenth consecutive quarter of positive same-store sales growth [5][18] - Adjusted EBITDA for Q1 increased by 1.9% to $125.1 million, with an adjusted EBITDA margin of 24.2%, a decrease of approximately 120 basis points compared to the previous year [20][21] - The company generated diluted adjusted EPS from continuing operations of $0.27, up $0.02 from Q1 last year, driven by strong operating performance and continued debt paydown [6][20] Business Line Data and Key Metrics Changes - Take Five Oil Change achieved same-store sales growth of 8% for the quarter, marking its nineteenth consecutive quarter of positive same-store sales, with revenue growth of 15.3% and adjusted EBITDA growth of 13.5% [8][21] - The Franchise Brands segment experienced a 2.9% decline in same-store sales, primarily due to softness in the Mako brand, with segment revenue declining by 6.1% [10][22] - The international car wash segment reported same-store sales growth of 26.2%, with revenue and adjusted EBITDA increasing by 2536% year-over-year [11][24] Market Data and Key Metrics Changes - System-wide sales for the company grew by 2.2% in Q1 to $1.5 billion [18] - The company closed a net of 19 units in the Franchise Brands segment due to the negotiated departure of a franchisee [17] Company Strategy and Development Direction - The company aims to utilize excess free cash flow to reduce debt, with a target of reducing net leverage to three times by the end of 2026 [5][12] - The divestiture of the U.S. Car Wash business is expected to simplify the portfolio and support the goal of reducing net CapEx [12][28] - The company remains focused on growing the Take Five business and maintaining the strength of its franchise segment while generating cash and executing its deleveraging plan [32][33] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to deliver despite macroeconomic uncertainties, highlighting the essential nature of their services [14][32] - The company anticipates that the second half of 2025 will contribute a percentage in the low 50s for full-year revenue and adjusted EBITDA [32] - Management noted that while there may be softness in discretionary services like Mako, the overall business model remains resilient due to the nondiscretionary nature of most services [91][92] Other Important Information - The company has paid down nearly $290 million in debt since the beginning of 2025, with total debt repaid exceeding $5 billion since the start of 2024 [6][29] - The company extended its revolving credit facility for an additional five years, maintaining a capacity of $300 million [26][27] Q&A Session Summary Question: Regarding Take Five's EBITDA margin and potential for margin increase if same-store sales slow - Management indicated that margin pressure was due to increased repair and maintenance and rent expenses, but they remain confident in the team's ability to manage costs effectively [38][39] Question: Update on Franchise Brands and potential for driving EBITDA amidst softness - Management noted that while there are limited levers in a franchise business, they are optimistic about the long-term trajectory of the franchise brands despite current softness [40] Question: Expectations for Q2 comps and potential acceleration in the back half of the year - Management refrained from providing specific quarter guidance but indicated that they expect some moderation in growth due to the larger base created by new openings [44][46] Question: Update on the Auto Glass business performance - Management confirmed that the Auto Glass business is still in the early stages of growth, with positive developments in securing insurance and commercial accounts [50][52] Question: Observations on oil change customer behavior amidst economic pressures - Management reported strong performance in the Take Five business, with no significant changes in customer trends despite economic pressures [59][61] Question: Insights on the impact of tariffs on franchisee costs - Management acknowledged the potential impact of tariffs but indicated that they have not seen significant effects on costs thus far [72][73] Question: Discussion on the performance of the Mako brand and collision repair services - Management confirmed that Mako is experiencing softness due to its discretionary nature, but they believe they can get the business back on track in the second half of the year [81][84]
Driven Brands (DRVN) - 2025 Q1 - Quarterly Results
2025-05-06 11:37
[First Quarter 2025 Financial Highlights](index=1&type=section&id=First%20Quarter%202025%20Results) [Overall Performance](index=1&type=section&id=Overall%20Performance) In the first quarter of 2025, Driven Brands reported a 7% year-over-year increase in revenue to $516.2 million and a 2% rise in system-wide sales to $1.5 billion, marking its 17th consecutive quarter of same-store sales growth Q1 2025 Key Financial Metrics | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue (in millions) | $516.2M | $482.0M | +7% | | System-Wide Sales (in billions) | $1.5B | $1.5B | +2% | | Same Store Sales | +1% | N/A | N/A | | Net Income (in millions) | $6.0M | $4.0M | +50% | | Diluted EPS | $0.04 | $0.02 | +100% | | Adjusted Net Income (in millions) | $44.0M | $40.0M | +10% | | Adjusted Diluted EPS | $0.27 | $0.25 | +8% | | Adjusted EBITDA (in millions) | $125.0M | $122.8M | +2% | [Segment Performance](index=1&type=section&id=Segment%20Performance) The Take 5 Oil Change segment was a standout performer, delivering 15% revenue growth and 8% same-store sales growth, while the Franchise Brands segment experienced a 2.9% decline in same-store sales - Take 5 Oil Change achieved its **19th consecutive quarter** of same-store sales growth, with revenue up **15%** and same-store sales up **8%**[1](index=1&type=chunk)[3](index=3&type=chunk) Q1 2025 Key Performance Indicators by Segment | Segment | System-wide Sales (in millions) | Store Count | Same Store Sales | Revenue (in millions) | Adjusted EBITDA (in millions) | | :--- | :--- | :--- | :--- | :--- | :--- | | Take 5 | $387.5 | 1,203 | 8.0% | $293.4 | $100.9 | | Franchise Brands | $1,033.4 | 2,660 | (2.9)% | $71.7 | $44.4 | | Car Wash | $66.6 | 718 | 26.2% | $68.0 | $24.4 | | Corporate and Other | $59.3 | 216 | N/A | $83.0 | $(44.6) | [Management Commentary & Corporate Developments](index=1&type=section&id=Management%20Commentary%20%26%20Corporate%20Developments) Management highlighted the successful divestiture of the U.S. car wash business in April 2025, with proceeds primarily used for debt reduction, and announced Danny Rivera as the new CEO - Successfully completed the sale of the U.S. car wash business in early April, using the proceeds mainly to reduce debt[1](index=1&type=chunk)[3](index=3&type=chunk) - The company remains committed to paying down debt as the business grows[3](index=3&type=chunk) - Danny Rivera has been appointed as the new CEO, with former CEO Jonathan Fitzpatrick remaining as Chair of the board[4](index=4&type=chunk) [Financial Outlook and Liquidity](index=2&type=section&id=Fiscal%20Year%202025%20Outlook) [Fiscal Year 2025 Outlook](index=2&type=section&id=Fiscal%20Year%202025%20Outlook) Driven Brands reaffirmed its financial outlook for the fiscal year 2025, anticipating revenue between $2.05 billion and $2.15 billion and same-store sales growth of 1% to 3% Fiscal Year 2025 Outlook | Metric | 2025 Outlook | | :--- | :--- | | Revenue (in billions) | ~$2.05 - $2.15 | | Adjusted EBITDA (in millions) | ~$520 - $550 | | Adjusted Diluted EPS | ~$1.15 - $1.25 | - The company also expects same-store sales growth of **1% - 3%** and net store growth of approximately **175 - 200** for fiscal year 2025[13](index=13&type=chunk) [Capital and Liquidity](index=2&type=section&id=Capital%20and%20Liquidity) The company concluded the first quarter with a strong liquidity position of $640.8 million, comprising $152.0 million in cash and cash equivalents and $488.7 million in undrawn capacity on its credit facilities - Ended Q1 with total liquidity of **$640.8 million**, consisting of **$152.0 million** in cash and **$488.7 million** of undrawn capacity on credit facilities[7](index=7&type=chunk) [Consolidated Financial Statements (Unaudited)](index=4&type=section&id=CONSOLIDATED%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) [Consolidated Statements of Operations](index=4&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS%20(UNAUDITED)) For the first quarter ended March 29, 2025, total net revenue increased to $516.2 million from $482.0 million in the prior-year period, while operating income decreased to $61.3 million from $68.1 million Q1 2025 vs Q1 2024 Statement of Operations (in thousands) | Account | Three Months Ended Mar 29, 2025 | Three Months Ended Mar 30, 2024 | | :--- | :--- | :--- | | Total net revenue | $516,163 | $481,992 | | Total operating expenses | $454,898 | $413,910 | | Operating income | $61,265 | $68,082 | | Interest expense, net | $36,534 | $43,751 | | Net income from continuing operations | $17,490 | $11,552 | | Net income | $5,506 | $4,261 | | Diluted earnings per share | $0.04 | $0.02 | [Consolidated Balance Sheets](index=5&type=section&id=CONSOLIDATED%20BALANCE%20SHEETS%20(UNAUDITED)) As of March 29, 2025, Driven Brands reported total assets of $5.30 billion, a slight increase from $5.26 billion at the end of fiscal 2024, with total liabilities remaining stable at $4.66 billion Balance Sheet Highlights (in thousands) | Account | March 29, 2025 | December 28, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $152,042 | $149,573 | | Total current assets | $671,381 | $657,438 | | Total assets | $5,301,651 | $5,261,787 | | Long-term debt | $2,616,272 | $2,656,308 | | Total liabilities | $4,658,408 | $4,654,453 | | Total shareholders' equity | $643,243 | $607,334 | [Consolidated Statements of Cash Flows](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS%20(UNAUDITED)) In the first quarter of 2025, cash provided by operating activities increased to $75.1 million from $60.3 million in the prior year, while cash used in investing activities was $44.0 million and cash used in financing activities increased to $47.8 million Q1 2025 vs Q1 2024 Statement of Cash Flows (in thousands) | Account | Three Months Ended Mar 29, 2025 | Three Months Ended Mar 30, 2024 | | :--- | :--- | :--- | | Cash provided by operating activities | $75,131 | $60,283 | | Cash used in investing activities | $(44,012) | $(34,280) | | Cash used in financing activities | $(47,767) | $(33,220) | [Reconciliation of Non-GAAP Financial Measures](index=8&type=section&id=RECONCILIATION%20OF%20NON-GAAP%20FINANCIAL%20MEASURES) [Adjusted Net Income and Adjusted EPS Reconciliation](index=8&type=section&id=Adjusted%20Net%20Income%20and%20Adjusted%20Earnings%20Per%20Share) For Q1 2025, Adjusted Net Income from continuing operations was $44.2 million, up from $40.0 million in Q1 2024, with adjustments to GAAP net income including share-based compensation and amortization of acquired intangibles Reconciliation to Adjusted Net Income (in thousands) | Description | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net income from continuing operations | $17,490 | $11,552 | | Share-based compensation expense | $11,788 | $11,861 | | Asset sale leaseback (gain) loss, net, etc. | $11,753 | $3,976 | | Amortization related to acquired intangible assets | $4,659 | $6,415 | | Other adjustments, net | $7,649 | $12,112 | | Tax impact of adjustments | $(9,160) | $(7,004) | | **Adjusted net income from continuing operations** | **$44,179** | **$40,012** | Adjusted EPS | Description | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Adjusted basic EPS from continuing operations | $0.27 | $0.25 | | Adjusted diluted EPS from continuing operations | $0.27 | $0.25 | [Adjusted EBITDA Reconciliation](index=10&type=section&id=Adjusted%20EBITDA) Adjusted EBITDA for Q1 2025 was $125.1 million, a 2% increase from $122.8 million in the prior year, primarily driven by the Take 5 segment's contribution of $100.9 million Net Income to Adjusted EBITDA Reconciliation (in thousands) | Description | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net income from continuing operations | $17,490 | $11,552 | | Income tax expense | $7,031 | $8,458 | | Interest expense, net | $36,534 | $43,751 | | Depreciation and amortization | $33,152 | $31,116 | | **EBITDA** | **$94,207** | **$94,877** | | Adjustments (Acquisition costs, Share-based comp, etc.) | $30,891 | $27,915 | | **Adjusted EBITDA** | **$125,098** | **$122,792** | Adjusted EBITDA by Segment (in thousands) | Segment | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Take 5 | $100,918 | $88,888 | | Franchise Brands | $44,383 | $47,589 | | Car Wash | $24,388 | $17,985 | | Corporate and Other | $(44,591) | $(31,670) | | **Total Adjusted EBITDA** | **$125,098** | **$122,792** | [Supplemental Information](index=14&type=section&id=ADDITIONAL%20INFORMATION%20ON%20KEY%20PERFORMANCE%20INDICATORS%20(UNAUDITED)) [Key Performance Indicators by Segment](index=14&type=section&id=Key%20Performance%20Indicators%20by%20Segment) The company's total store count grew to 4,797 in Q1 2025, a net increase of 177 stores year-over-year, primarily driven by the Take 5 segment's expansion System-wide Sales & Store Count by Segment (Q1 2025) | Segment | System-wide Sales (in thousands) | Total Store Count | | :--- | :--- | :--- | | Take 5 | $387,488 | 1,203 | | Franchise Brands | $1,033,366 | 2,660 | | Car Wash | $66,640 | 718 | | Corporate and Other | $59,339 | 216 | | **Total** | **$1,546,833** | **4,797** | System-wide Sales & Store Count by Segment (Q1 2024) | Segment | System-wide Sales (in thousands) | Total Store Count | | :--- | :--- | :--- | | Take 5 | $326,427 | 1,035 | | Franchise Brands | $1,074,541 | 2,647 | | Car Wash | $53,047 | 718 | | Corporate and Other | $58,889 | 220 | | **Total** | **$1,512,904** | **4,620** |
Driven Brands (DRVN) - 2025 Q1 - Earnings Call Presentation
2025-05-06 11:35
Financial Performance - The net leverage ratio as of Q1 2025 was 4.3x[1] - For the twelve months ended March 29, 2025, the Debt Agreement Adjusted EBITDA was $578.303 million[1] - Total debt as of March 29, 2025, was $2,648.506 million[1] - Cash and cash equivalents totaled $152.042 million[1] - Net debt was $2,496.464 million[1] Key Adjustments to EBITDA - Adjusted EBITDA for the twelve months ended March 29, 2025, was $546.801 million before pro forma and other adjustments[1] - Pro forma EBITDA adjustments added $1.802 million[1] - Run rate adjustments related to store openings and closings contributed $8.899 million[1] - Other adjustments permitted under the Debt Agreement added $20.802 million[1] Loss and Expense Details - Net loss for the three months ended March 29, 2025, was $279.267 million[1] - Interest expense, net, for the twelve months ended March 29, 2025, was $149.726 million[1] - Depreciation and amortization for the twelve months ended March 29, 2025, was $170.035 million[1]
Driven Brands Holdings Inc. (NASDAQ: DRVN) Long-Term Shareholder Alert: Grabar Law Investigates Claims on Your Behalf as Securities Fraud Class Action Survives Motion to Dismiss
GlobeNewswire News Room· 2025-04-09 16:15
Core Viewpoint - A Federal Court has ruled that allegations of securities fraud against Driven Brands Holdings Inc. and certain officers are sufficiently pleaded, allowing the case to proceed [1][4]. Group 1: Allegations and Legal Proceedings - The securities fraud class action complaint claims that Driven Brands and its officers made materially false and misleading statements regarding the company's ability to integrate acquired businesses and the performance of its car wash segment [3]. - The court's decision on February 20, 2025, confirmed that the allegations were adequately pleaded, surviving the defendants' motion to dismiss [4]. Group 2: Shareholder Actions - Current shareholders of Driven Brands who held shares since before October 27, 2021, can pursue corporate reforms, seek the return of funds to the company, and obtain a court-approved incentive award at no cost [2][5].
Kuehn Law Encourages Investors of Driven Brands Holdings Inc. to Contact Law Firm
Prnewswire· 2025-04-08 18:04
Core Viewpoint - Kuehn Law, PLLC is investigating potential breaches of fiduciary duties by certain officers and directors of Driven Brands Holdings Inc. (NASDAQ: DRVN) towards shareholders [1] Group 1: Legal Investigation - A federal securities lawsuit alleges that insiders at Driven Brands misrepresented the company's ability to integrate a high volume of acquired businesses, particularly regarding the integration of its U.S. auto glass businesses [2] - The lawsuit also claims that there were misrepresentations concerning the performance and competitive position of Driven's car wash business segment [2] Group 2: Shareholder Participation - Long-term shareholders of DRVN are encouraged to contact Kuehn Law for potential involvement in the litigation, as the firm covers all case costs and does not charge its clients [3] - The firm emphasizes the importance of shareholder participation in maintaining the integrity and fairness of financial markets [4]
DRIVEN BRANDS INVESTIGATION CONTINUED BY FORMER LOUISIANA ATTORNEY GENERAL: Kahn Swick & Foti, LLC Continues to Investigate the Officers and Directors of Driven Brands Holdings Inc. - DRVN
Prnewswire· 2025-03-22 02:50
Core Viewpoint - Driven Brands Holdings Inc. is under investigation by Kahn Swick & Foti, LLC due to disappointing earnings and potential breaches of fiduciary duties by its executives [1][3]. Financial Performance - In Q2 2023, Driven Brands reported earnings that missed expectations, particularly in its Glass business segment, which is lagging in integration of acquired businesses [2]. - The Car Wash segment faced increased competition, negatively impacting demand, while the Paint and Collision segments also underperformed [2]. - As a result of these issues, the company reduced its full-year earnings guidance for fiscal 2023, despite previous affirmations [2]. Legal Issues - Following the disappointing earnings report, Driven Brands and certain executives were sued in a securities class action lawsuit for failing to disclose material information and violating federal securities laws [3]. - The court has denied the company's motion to dismiss the case, allowing the lawsuit to proceed [3]. - KSF's investigation is focused on whether the company's officers or directors breached their fiduciary duties to shareholders or violated state or federal laws [3].
Long-Term Shareholder Notice: Driven Brands Holdings, Inc. (NASDAQ: DRVN); Mercury Systems, Inc. (NASDAQ: MRCY); Playstudios, Inc. (NASDAQ: MYPS); and Sage Therapeutics, Inc. (NASDAQ: SAGE): Grabar Law Office Investigates Claims on Your Behalf
Globenewswire· 2025-03-12 12:26
Driven Brands Holdings, Inc. - A securities fraud class action complaint against Driven Brands has survived the defendants' motion to dismiss, indicating that the allegations were sufficiently pleaded [1][4] - The complaint alleges that certain officers and directors made materially false and misleading statements regarding the company's ability to integrate acquired businesses and the performance of its car wash segment [3] - Long-term shareholders who held Driven Brands shares since before October 27, 2021, can seek corporate reforms and a court-approved incentive award at no cost [2][5] Mercury Systems, Inc. - A securities fraud class action complaint against Mercury Systems has also survived the motion to dismiss, with key allegations being adequately pleaded [6][9] - The complaint claims that the company misled investors about its growth by using improper revenue recognition practices and misrepresenting the status of its projects [8] - Current shareholders who held shares since before February 3, 2021, can seek corporate reforms and a court-approved incentive award at no cost [7][9] Playstudios, Inc. - A securities fraud class action complaint against Playstudios has survived the motion to dismiss and has reached a settlement [10][14] - The complaint alleges that shareholders paid artificially inflated prices for their securities due to the defendants' wrongful conduct [13] - Shareholders who purchased or acquired Playstudios shares prior to August 11, 2021, can seek corporate reforms and a court-approved incentive award at no cost [11][15] Sage Therapeutics, Inc. - An investigation is underway regarding claims against Sage Therapeutics, focusing on whether certain officers and directors breached their fiduciary duties [15] - The underlying complaint alleges that the company made materially false and misleading statements about the effectiveness of its treatments and the prospects for FDA approval [17] - Shareholders who purchased Sage Therapeutics shares prior to April 12, 2021, can seek corporate reforms and a court-approved incentive award at no cost [16][18]
Driven Brands Holdings: Remain Positive On EBITDA Growth Outlook, Supported By Take 5
Seeking Alpha· 2025-03-04 13:36
Group 1 - The article discusses Driven Brands Holdings (NASDAQ: DRVN) and recommends a buy rating based on expectations of improved growth as the company overcomes previous challenges [1] - The author emphasizes a fundamentals-based approach to value investing, focusing on companies with long-term durability and robust balance sheets rather than just low multiples [1] - It is noted that while investing in successful companies carries risks, the potential for significant growth can make immediate price considerations less critical [1]
Driven Brands (DRVN) - 2024 Q4 - Annual Report
2025-02-26 21:30
Financial Obligations and Restrictions - The company relies on cash dividends and distributions from subsidiaries to meet its obligations, which may be restricted by debt agreements [180]. - Legal and contractual restrictions may limit the ability to obtain cash from subsidiaries, impacting financial flexibility [180]. - The company made aggregate payments of $38 million under the Tax Receivable Agreement in 2024, with future payments expected to total between $130 million and $150 million [186]. - The company expects to repay the majority of its Tax Receivable Agreement obligations by the end of the 2034 fiscal year [186]. - The realization of tax benefits under the Tax Receivable Agreement is contingent on future taxable income, affecting payment obligations [183]. Corporate Governance and Control - Principal Stockholders hold approximately 62% of the outstanding shares, significantly influencing corporate decisions [193]. - The company is classified as a "controlled company" under NASDAQ rules, allowing it to utilize exemptions from certain corporate governance requirements [194]. - The company’s Principal Stockholders control at least 40% of the voting power of the outstanding common stock, allowing them to influence all matters requiring stockholder approval, including director elections and amendments to the certificate of incorporation [205]. - The company has provisions that may restrict stockholder actions, such as prohibiting stockholders from calling special meetings if less than 40% of the voting power is owned by Principal Stockholders [201]. - The company’s organizational documents may impede or discourage takeovers, potentially depriving investors of premium opportunities [195]. - The issuance of preferred stock could delay or prevent a change in control without further action by stockholders [198]. - The company’s certificate of incorporation allows for the issuance of "blank check" preferred stock, which could delay or prevent a change in control [204]. - The company has a provision in its certificate of incorporation that designates the Court of Chancery of the State of Delaware as the exclusive forum for certain types of lawsuits, which may limit stockholders' ability to choose a favorable judicial forum [200]. Financial Risks - The company is exposed to interest rate risk, with a hypothetical 1% increase or decrease in variable debt resulting in a change of $5 million in interest expense [335]. - The company has issued fixed-rate debt instruments for most of its securitization senior notes, but still has variable rate debt that is subject to interest rate fluctuations [334]. - The company is also exposed to foreign exchange risk due to operations in Canada, Europe, and Australia, which can adversely impact net income and cash flows [339]. - The company has exposure to commodity price volatility, particularly for products like motor oil and paint, which could lead to supplier-imposed price increases [338]. - Inflation did not significantly affect the company's annual results during 2024, 2023, or 2022, but severe inflation increases could impact the business negatively [340]. Stock Market and Trading - The company’s common stock began trading on The Nasdaq Global Select Market on January 15, 2021, and future sales of common stock could reduce its stock price [210]. - The company has a provision in its certificate of incorporation that designates the Court of Chancery of the State of Delaware as the exclusive forum for certain types of lawsuits, which may limit stockholders' ability to choose a favorable judicial forum [200].