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Driven Brands (DRVN) - 2022 Q4 - Annual Report
2023-02-28 16:00
Tax Receivable Agreement - The company expects future payments under the Tax Receivable Agreement to aggregate between $160 million and $180 million, assuming no material changes in tax law and sufficient taxable income [199]. - The majority of the obligation under the Tax Receivable Agreement is expected to be repaid by the end of the 2025 fiscal year [199]. - Payments under the Tax Receivable Agreement could be substantial and may exceed actual cash tax savings if tax benefits are disallowed [198]. - The ability to make payments under the Tax Receivable Agreement is dependent on the subsidiaries' ability to make distributions, which may be restricted by existing debt agreements [202]. - The company has variable interest rate exposure in the Tax Receivable Agreement, with deferred payments accruing interest at LIBOR plus 1.00% or 5.00% per annum depending on the reason for non-payment [331]. Corporate Governance and Control - As of February 27, 2023, Principal Stockholders hold approximately 61% of the outstanding shares, significantly influencing corporate decisions [205]. - The company is classified as a "controlled company" under NASDAQ rules, allowing it to rely on exemptions from certain corporate governance requirements [206]. - The company’s organizational documents may impede or discourage a takeover, potentially depriving investors of premium share opportunities [207]. - The company’s certificate of incorporation restricts business combinations with interested stockholders for three years following their designation as such [209]. - The issuance of preferred stock could delay or prevent a change in control, as the board has the authority to issue shares without further stockholder approval [210]. - The exclusive forum provision in the certificate of incorporation limits stockholders' ability to obtain a favorable judicial forum for disputes [212]. - The company’s certificate of incorporation includes provisions that may limit stockholder actions and empower the board to fill vacancies, which could affect governance [215]. - The company has a board of directors consisting of eight members, three of whom are directors from Principal Stockholders, potentially leading to conflicts of interest [215]. - Future sales of common stock by Principal Stockholders could reduce stock prices, impacting market perception and trading conditions [216]. Financial Risks - The company is exposed to interest rate risk, with a hypothetical 1% increase or decrease in variable debt resulting in a $5 million change in interest expense as of December 31, 2022 [329]. - The company faces commodity risk due to fluctuating global prices for products like motor oil and paint, with attempts to mitigate this through contract renegotiations [332]. - Foreign exchange risk exists from operations in Canada, Europe, and Australia, impacting net income and cash flows, with hedging strategies in place using cross-currency interest rate swaps [333][334]. - Inflation did not significantly affect the company's annual results during 2022, 2021, or 2020, but severe inflation could adversely impact business operations [335]. Market Operations - The company’s common stock began trading on The Nasdaq Global Select Market on January 15, 2021, with outstanding shares including restricted securities eligible for sale under Rule 144 [216]. - The company does not engage in speculative transactions and aims to manage market risks as part of its ongoing business operations [328].
Driven Brands (DRVN) - 2022 Q4 - Earnings Call Transcript
2023-02-23 11:52
Driven Brands Holdings Inc. (NASDAQ:DRVN) Q4 2022 Earnings Conference Call February 22, 2023 8:30 AM ET Company Participants Kristy Moser - Vice President of Investor Relations Jonathan Fitzpatrick - President and Chief Executive Officer Tiffany Mason - Executive Vice President and Chief Financial Officer Conference Call Participants Simeon Gutman - Morgan Stanley Seth Sigman - Barclays Christopher Horvers - J.P. Morgan Karen Short - Credit Suisse Liz Suzuki - Bank of America Sharon Zackfia - William Blair ...
Driven Brands (DRVN) - 2022 Q3 - Earnings Call Transcript
2022-10-26 18:52
Driven Brands Holdings Inc. (NASDAQ:DRVN) Q3 2022 Earnings Conference Call October 26, 2022 9:00 AM ET Company Participants Kristy Moser – Vice President-Investor Relations Jonathan Fitzpatrick – President and Chief Executive Officer Tiffany Mason – Executive Vice President and Chief Financial Officer Conference Call Participants Simeon Gutman – Morgan Stanley Liz Suzuki – Bank of America Sharon Zackfia – William Blair Chris O'Cull – Stifel Peter Keith – Piper Sandler Kate McShane – Goldman Sachs Justin Kle ...
Driven Brands (DRVN) - 2022 Q2 - Earnings Call Transcript
2022-07-27 20:07
Driven Brands Holdings, Inc. (NASDAQ:DRVN) Q2 2022 Earnings Conference Call July 27, 2022 9:00 AM ET Company Participants Jonathan Fitzpatrick - President, CEO & Director Tiffany Mason - CFO & EVP Conference Call Participants Christopher O'Cull - Stifel, Nicolaus & Company Simeon Gutman - Morgan Stanley Elizabeth Suzuki - Bank of America Merrill Lynch Sharon Zackfia - William Blair & Company Peter Keith - Piper Sandler & Co. Christopher Horvers - JPMorgan Chase & Co. Peter Benedict - Robert W. Baird & Co. O ...
Driven Brands (DRVN) - 2022 Q1 - Earnings Call Transcript
2022-04-27 20:26
Driven Brands Holdings, Inc. (NASDAQ:DRVN) Q1 2022 Earnings Conference Call April 27, 2022 9:00 AM ET Company Participants Jonathan Fitzpatrick - CEO, President Tiffany Mason - CFO, EVP Rachel Webb - VP, IR Conference Call Participants Simeon Gutman - Morgan Stanley Christopher Horvers - JPMorgan Peter Benedict - Baird Liz Suzuki - Bank of America Kate McShane, - Goldman Sachs Chris OÂ'Cull - Stiefel Karen Short - Barclays Peter Keith - Piper Sandler Operator Good morning and welcome to Driven Brand's First ...
Driven Brands (DRVN) - 2021 Q4 - Annual Report
2022-03-17 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 25, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Title of each class Common Stock, $0.01 par value Trading Symbol DRVN Name of each exchange on which registered The Nasdaq Global Select Market Commission file number: 001-39898 Driven Brands Ho ...
Driven Brands (DRVN) - 2021 Q4 - Earnings Call Transcript
2022-02-16 19:16
Driven Brands Holdings Inc. (NASDAQ:DRVN) Q4 2021 Earnings Conference Call February 16, 2022 9:00 AM ET Company Participants Jonathan Fitzpatrick – President & Chief Executive Officer Tiffany Mason – Executive Vice President & Chief Financial Officer Rachel Webb – Vice President of Investor Relations Conference Call Participants Jackie Sussman – Morgan Stanley Christian Carlino – JPMorgan Liz Suzuki – Bank of America Sharon Zackfia – William Blair Chris O’Cull – Stifel Karen Short – Barclays Peter Keith – ...
Driven Brands (DRVN) - 2021 Q3 - Earnings Call Transcript
2021-10-27 17:04
Driven Brands Holdings, Inc. (NASDAQ:DRVN) Q3 2021 Earnings Conference Call October 27, 2021 9:00 AM ET Company Participants Rachel Webb - VP, IR Jonathan Fitzpatrick - President and CEO Tiffany Mason - EVP and CFO Conference Call Participants Liz Suzuki - Bank of America Michael Kessler - Morgan Stanley Chris Horvers - JPMorgan Peter Benedict - Baird Kate McShane - Goldman Sachs Sharon Zackfia - William Blair Peter Keith - Piper Sandler Lavesh Hemnani - Credit Suisse Operator Good morning and welcome to th ...
Driven Brands (DRVN) - 2021 Q2 - Earnings Call Transcript
2021-07-28 17:47
Driven Brands Holdings, Inc. (NASDAQ:DRVN) Q2 2021 Earnings Conference Call July 28, 2021 9:00 AM ET Company Participants Jonathan Fitzpatrick - President and CEO Tiffany Mason - EVP and CFO Rachel Webb - VP, IR Conference Call Participants Chris Horvers - JPMorgan Simeon Gutman - Morgan Stanley Liz Suzuki - Bank of America Kate McShane - Goldman Sachs Peter Benedict - Baird Sharon Zackfia - William Blair Chris O'Cull - Stifel Lavesh Hemnani - Credit Suisse Karen Short - Barclays Peter Keith - Piper Sandler ...
Driven Brands (DRVN) - 2021 Q1 - Earnings Call Transcript
2021-05-01 15:29
Driven Brands Holdings, Inc. (NASDAQ:DRVN) Q1 2021 Earnings Conference Call April 28, 2021 9:00 AM ET Company Participants Jonathan Fitzpatrick - President and Chief Executive Officer Tiffany Mason - Executive Vice President and Chief Financial Officer Rachel Webb - Vice President of Investor Relations Conference Call Participants Michael Kessler - Morgan Stanley Elizabeth Lane - Bank of America Chris Horvers - JPMorgan Peter Benedict - Baird Sharon Zackfia - William Blair Kate McShane - Goldman Sachs Karen ...