Driven Brands Holdings Inc.
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Driven Brands Holdings Inc. is a Delaware corporation. As used herein, “Driven Brands,” the “Company,” “us,” “we,” “our,” and similar terms include Driven Brands Holdings Inc. and its consolidated subsidiaries, unless the context dictates otherwise.
Item 1. Business
Overview
Driven Brands is the largest automotive services company in North America with a growing and highly-franchised base of over 4,200 locations across 49 U.S. states and Canada. Our scaled, diversified platform provides high-quality services to an extensive range of retail, commercial, and insurance customers. Our breadth of services covers a wide variety of automotive needs, including routine maintenance services, such as oil changes, as well as paint, collision, glass, and repair services. Our portfolio of brands continues to generate consistent revenue with strong operating margins. Our network generated approximately $1.9 billion in net revenue from approximately $6.1 billion in system-wide sales in 2025.
The Company operates and reports financial information on a 52- or 53-week year with the fiscal year ending on the last Saturday in December. Our 2025, 2024, and 2023 fiscal years ending December 27, 2025, December 28, 2024, and December 30, 2023, respectively, each consisted of 52 weeks.
We are the largest provider of diversified automotive services in North America and have a portfolio of well-known brands, including Take 5 Oil Change® (“Take 5 Oil”), Meineke Car Care Center® (“Meineke”), MAACO® (“Maaco”), CARSTAR®, AutoGlassNow® (“AGN”), and 1-800-Radiator & A/C® (“1-800 Radiator”), among others.
Our Business
Our automotive services are grouped in the following segments:
Take 5
Our Take 5 segment is primarily comprised of Take 5 Oil. Take 5 Oil services a combination of retail and commercial customers, such as fleet operators, through 1,342 locations as of December 27, 2025. Take 5 Oil’s services include oil changes as well as certain as-needed automotive maintenance enhancements, including differential fluid exchanges, coolant services and air and cabin filters.
Founded in 1984, Take 5 Oil provides an efficient stay-in-your-car style oil change. Take 5 Oil’s 530 franchised and 812 company-operated locations, as of December 27, 2025, primarily offer oil changes to retail and commercial customers. We believe Take 5 Oil offers a best-in-class operating model through its convenient stay-in-your-car format, simple and focused menu, and expeditious service, all of which is designed to generate strong customer satisfaction, high frequency of use, and attractive unit-level economics. Furthermore, Take 5 Oil’s compact store layout and shallow pit design reduce upfront build-out costs, increase efficiency, and provide real estate flexibility. Take 5 Oil’s franchising efforts are expected to continue to drive long-term unit growth through its pipeline of franchise commitments.
Franchise Brands
Our Franchise Brands segment consists of a diversified portfolio of brands including Meineke, Maaco, CARSTAR, ABRA, Fix Auto, 1-800 Radiator, Uniban, and Automotive Training Institute (“ATI”) and serves retail, commercial, and insurance customers through 2,699 total locations as of December 27, 2025.
Our maintenance and repair services are predominantly offered under the Meineke brand, which was founded in 1972. As of December 27, 2025, we had 780 franchised locations, which offer an extensive set of total car care services to retail customers and commercial fleet programs, including maintenance, repair, and replacement of components, such as brakes, heating and cooling systems, exhaust, and tires and is well-known throughout the automotive services industry.
Our collision repair services are offered through CARSTAR, ABRA, and Fix Auto, which were founded in 1989, 1984, and 1997, respectively, and together comprise the largest franchised collision repair network in North America. Our 1,077 collision locations, as of December 27, 2025, are almost exclusively franchised and offer full collision repair and refinishing services in addition to other cosmetic repairs.
Our paint services are offered through Maaco, which was founded in 1972. Our 370 franchised locations, as of December 27, 2025, offer an extensive suite of services including paint services, surface preparation, protection, and refinishing, reconditioning, and other cosmetic external and internal repairs. Maaco primarily serves retail customers and commercial fleet
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operators and provides strong retail customer service at a much lower average price point than most collision centers, making it an economical option for minor auto body repair when customers prefer to not file an insurance claim.
Our Canadian glass repair services are primarily offered through Uniban. Uniban was founded in 1977 and is known as a leader in the category with 271 locations across Canada as of December 27, 2025, which are 96% franchised. Uniban offers replacement, repair, and calibration services for automotive glass to retail, commercial and insurance customers. In addition, we offer customized solutions to manage glass claims for insurance carriers.
Our 1-800 Radiator business, which was founded in 2001, is one of the largest franchised distributors in the automotive parts industry. 1-800 Radiator’s 201 locations, as of December 27, 2025, are almost exclusively franchised and distribute a broad, diverse mix of long-tail automotive parts, including radiators, air conditioning components, and exhaust products to automotive repair shops, auto parts stores, body shops, and other auto repair outlets. 1-800 Radiator’s operating model is fueled by proprietary algorithmic sourcing technology that enables franchisees to effectively order inventory, manage pricing, and deliver parts to customers within hours.
Our financial and operational training services are offered through ATI, which provides training services to independent repair and maintenance, and paint and collision shops. ATI’s core offering is a multi-year training package that is typically offered through a monthly subscription.
Auto Glass Now
We acquired the Auto Glass Now business in December 2021 and in 2022 and 2023 we acquired 11 additional auto glass repair businesses, making us the second-largest auto glass repair business in the U.S. auto glass repair category. Our Auto Glass Now business offers auto glass replacement, repair, and calibration services and serves retail, commercial, and insurance customers in the U.S. through 211 total locations and hundreds of mobile vans as of December 27, 2025.
Growth and Cash
We seek to deliver growth within Take 5 Oil and Auto Glass Now, as well as strong operating cash flows primarily through continued consistent performance in our diversified platform of franchised businesses. We have a diversified multi-channel business that can grow in various economic environments.
We believe our diversified platform is capable of offering a compelling and convenient service proposition to our customers by providing a wide breadth of services for all vehicle types and across multiple service categories including oil change, maintenance and repair, collision, paint, and glass.
We anticipate continued unit growth within Take 5 Oil supported by our franchised and company-operated location pipeline. A key strength of Take 5 Oil’s growth strategy is our ability to expand through both franchised and company-operated locations. Demand from franchisees to open new locations remains high, and many of our existing franchisees have established real estate pipelines in place. Take 5 Oil’s same store sales growth is achieved primarily through continued ramp-up of new stores, increased sales of premium offerings, and expansion of add-on products. Along with the current add-on products and services Take 5 Oil offers, we have a pipeline of new add-on offerings that could further drive growth.
Our Franchise Brands businesses allow us to maintain an asset-light operating model that delivers consistent cash flows to invest in the growth of our businesses. These established franchised brands provide consistent revenues with strong operating margins.
Auto Glass Now provides an additional growth lever for the Company. Auto Glass Now’s business model allows us to expand and capture additional market share by increasing the number of our mobile vans or building additional stores providing flexibility for efficient growth to meet customer demand. In addition, our auto glass services offerings, including windshield replacement, repairs, and calibrations, allow the Company to leverage existing network relationships to grow retail, commercial, and insurance business.
Net Unit Growth
We have a proven track record of unit growth and believe our competitive strengths provide us with a solid financial and operational foundation that positions us to deliver further unit growth. The markets in which we operate in North America are highly fragmented. The success of our unit expansion is supported by our data analytics capabilities and insights to enable optimal site identification and selection.
Our Take 5 business has grown to 1,342 locations and has generated strong same store sales and operating margins. We have a strong pipeline for franchise locations as well as greenfield company-operated stores locations and plan to continue to expand our market presence through these channels.
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Our growth of franchised and company-operated locations is driven both by new store openings as well as conversions of independent market participants that do not have the benefits of our scaled platform. Our attractive unit-level economics, national brand recognition, strong insurance and fleet customer relationships, and beneficial shared services capabilities provide compelling economic benefits for our franchisees. As of December 27, 2025, we had agreements to open over 1,000 new franchised units, which provides us with visibility into future franchise unit growth.
Same Store Sales Growth
We have demonstrated an ability to drive attractive organic growth with positive same store sales performance over 17 of the past 18 years. Our initiatives to drive same store sales growth are detailed below:
•Take 5 Sales Growth: Take 5 Oil’s same store sales growth initiatives include customer acquisition, continued ramp-up of new stores, increased premium oil product mix, and expansion of add-on products. Take 5 Oil has continued to expand add-on offerings such as differential fluid exchanges, coolant services, and diesel fuel filters, which contributed to sustained revenue growth across the business throughout 2025.
•Commercial and Insurance Partnerships: We grow and maintain our commercial and insurance partnerships and win new customers by being a convenient and cost effective “one-stop-shop” service provider across our brands that cater to the extensive suite of automotive service needs for commercial customers, such as fleet operators and insurance carriers. These customers want to work with nationally scaled and recognized businesses with broad geographic coverage, extensive service offerings, strong operating metrics, and centralized billing services. In addition, we offer claims management services to customers to complement our core services. We are dedicated to expanding partnerships with existing commercial and insurance customers as well as attracting new national and local customers.
•Leverage Data Analytics to Optimize Marketing, Product Offerings, and Pricing: We have large, dedicated brand marketing funds supported by contributions from our franchisees and company-operated stores. We utilize insights from our data analytics engine to enhance our marketing and promotional strategy. For instance, our proprietary data algorithms optimize lead generation and conversion through personalized, targeted, and timely marketing promotions to our customers. In addition, our data provides insights that enable us to identify and roll out new product offerings, improve menu design, and optimize pricing structure across our brands. Use cases like these are regularly tested, refined, and deployed across our network to drive store performance.
Strong Cash Flows and De-leveraging
We continue to focus on deleveraging the balance sheet by prioritizing debt repayment. Along with our strong cash flows from our operations, we have been able to pay down debt using the proceeds from the sales of our U.S. Car Wash and International Car Wash businesses.
Leveraging the Strength of Our Platform
As a result of the investments we have made, we believe our shared services provide the ability to support expected future growth by leveraging the strength of our platform to enhance margins for franchised and company-operated locations. Further, in many instances, we provide our network with lower costs on supplies and services than could otherwise be purchased independently, augmenting our value proposition to franchisees and other network members as well as improving the performance of our company-operated locations. As we continue to grow, we believe we will continue to leverage our size and purchasing power, driving greater value to our overall system.
Company-Operated Store Strategy
Our company-operated store strategy involves executing our simple operating model, which allows us to adapt to changing economic conditions. In recent years, the Company has focused on standardizing practices and operating models across brands at company-operated locations. We continue to expand our company-operated footprint through greenfield openings as well as new vans in Auto Glass Now. Our company-operated stores benefit from the cross-brand procurement strategy resulting in lower operational costs. Our company-operated stores allow us to improve operations, training, marketing, and quality standards for the benefit of the entire company.
Franchising Strategy
Our franchising strategy is to grow our brands’ footprints in a capital efficient manner. Our franchise model leverages our proven brand playbooks, the market planning and site selection capabilities of our development team, and the local market expertise of our franchisees. Our attractive unit-level economics, national brand recognition, strong commercial fleet and
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insurance customer relationships, and beneficial shared service capabilities provide significant economic benefits for our franchisees.
We have a strong track record of opening stores with both existing and new franchisees, and we follow strict guidelines in selecting and approving franchisees who go through extensive interview processes, background checks, and are subject to financial and net-worth-based requirements.
Franchise Agreements
For each of our franchisees across our brands, we enter into a franchise agreement setting forth the terms and conditions of the franchise relationship and location. Under our franchise agreements, we generally grant franchisees the right to operate using our marks and operating system for an initial term (generally 5 to 20 years) with the option to renew their agreements. All proposed new store sites require formal approval from us. Generally, franchisees pay Driven Brands a lump sum initial franchise license fee and ongoing franchise royalties, typically based on a percentage of gross sales. Franchisees of some of our brands also make, or may be required to make, contributions towards marketing funds, typically based on a percentage of gross sales or, in some instances, based on a flat amount or weekly marketing budgets in the applicable designated marketing area.
Our franchise agreements also require franchisees to comply with our standard operating methods that govern the provision of services and use of vendors and may include a requirement to purchase specified products from us, our affiliates and/or designated vendors. Outside of these standards and policies, we do not control the day-to-day operations, such as hiring and training of employees, of the franchisees.
We support our franchisees with brand-specific services (e.g., brand marketing, franchise support, and operations) and comprehensive shared services (e.g., consumer insights, procurement program savings, commercial fleet, training, development, finance, and technology services).
Marketing Strategy
We attract new customers by executing a balanced marketing strategy that combines broad-reach brand campaigns with cost-efficient, data-driven local campaigns and drive repeat business by delivering exceptional customer experiences. Our comprehensive strategy positions us well to capitalize on new opportunities and drive long-term growth.
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis for Driven Brands Holdings Inc. and Subsidiaries (“Driven Brands,” “the Company,” “we,” “us,” or “our”) should be read in conjunction with our consolidated financial statements and the related notes to our consolidated financial statements included elsewhere in this Annual Report. We operate on a 52- or 53-week fiscal year, which ends on the last Saturday in December. The twelve months ended December 27, 2025, December 28, 2024, and December 30, 2023 were all 52 week periods.
Overview
Description of Business
Driven Brands is the largest automotive services company in North America with a growing and highly-franchised base of over 4,200 locations across 49 states in the U.S. and Canada. Our scaled, diversified platform fulfills an extensive range of core retail and commercial automotive needs, including oil change, paint, collision, glass, and repair services. We have continued to consistently grow our revenue through same store sales growth and adding new franchised and company-operated stores. Driven Brands generated net revenue of approximately $1.9 billion during the year ended December 27, 2025, an increase of 6% compared to the prior year, and system-wide sales of approximately $6.1 billion during the year ended December 27, 2025, an increase of 3% from the prior year.
The broader operating environment in which we conduct our business is subject to a number of macroeconomic and industry-specific factors that may affect our performance. We have experienced softening demand within certain businesses, primarily as a result of inflationary pressures, increased competition, industry and macroeconomic dynamics, possible future tariffs, global conflicts, and negative weather patterns. We believe the impact of inflation on consumer demand and our cost structure could be significant in 2026.
Restatement of Previously Issued Consolidated Financial Statements
We have restated our previously issued audited consolidated financial statements for fiscal years 2024 and 2023 contained in the 2024 Form 10-K. Refer to the Explanatory Note preceding Item 1, Business, Note 3, Restatement of Previously Issued Consolidated Financial Statements and Note 19, Restatement and Recast of Quarterly Financial Information (Unaudited), included in Item 8 for background on the restatement, the fiscal periods impacted, control considerations, and other information.
In addition, we have restated certain previously reported financial information for fiscal years 2024 and 2023 in this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as the Company’s unaudited interim financial statements for each of the quarterly and year-to-date periods for the periods ended September 27, 2025, June 28, 2025 and March 29, 2025, and the respective comparative periods.
In connection with the preparation of our financial statements for the fiscal year ended December 27, 2025, we identified multiple material weaknesses in our internal control over financial reporting as further described in Item 9A. As a result, we have concluded that our internal controls were not effective as of December 27, 2025. We are taking steps to remediate these weaknesses, including enhancing our control environment and implementing additional review procedures.
Adjustments made as a result of the Restatement impacted financial results for fiscal years 2023 and 2024 and the first three quarters of fiscal year 2025. The impact of the Restatement on net income in 2023, 2024, and through the end of the third quarter of 2025 were reductions of $54 million, $5 million, and $5 million, respectively and reductions of $57 million, $12 million, and $8 million on Adjusted EBITDA in 2023, 2024 and through the end of the third quarter of 2025, respectively. An overview of the primary impacts from the restatement adjustments on the financial results is set forth below.
•Cash adjustments: The impact of the errors relating to cash adjustments to the consolidated statement of operations for fiscal year 2024 is an increase to selling, general, and administrative expenses of $4 million. The impact of the errors to the consolidated statement of operations for fiscal year 2023 is a decrease to company-operated store sales of $6 million and a $1 million increase to selling, general, and administrative expenses. The impact of the errors to the consolidated balance sheet as of December 28, 2024 is a decrease to cash and cash equivalents of $28 million. The errors further affect the opening and closing cash balances and operating cash flows in the consolidated statements of cash flows for fiscal years 2024 and 2023.
•Accounts payable adjustments: The impact of the errors caused by incorrect journal entries associated with the roll-out of the Company's DrivenAdvantage business resulted in $7 million of accounts payable adjustments to the
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consolidated balance sheet as of December 28, 2024, with a corresponding increase to company-operated store expenses for fiscal year 2023 (collectively, these errors are referred to herein as the “Accounts Payable Adjustments”).
•Accounts receivable adjustments: The impact of the errors relating to accounts receivable adjustments to the consolidated statement of operations for fiscal year 2023 is a $9 million increase to selling, general, and administrative expenses and a $3 million decrease to supply and other revenue. The impact of the errors to the consolidated statement of operations for fiscal year 2024 is a $2 million decrease to company-operated store sales, a $2 million decrease to supply and other revenue, and a $1 million increase to selling, general and administrative expenses. The impact of the errors to the consolidated balance sheet as of December 28, 2024 is a decrease to accounts receivable of $26 million.
•Other adjustments: The Company has also identified certain other errors, which have been reflected in the tables in Note 3.
Errors associated with the restatement impacted certain financial information on a year-over-year basis, however, unless otherwise noted, the discussion below will not address the financial statement impacts of the Restatement errors.
Details of the impact of the restatement on the Company's consolidated financial statements are provided in Note 3 and details of the impact of the restatement on the Company's unaudited interim condensed consolidated financial statements are provided in Note 19 within the Notes to Financial Statements included in Item 8 of this Form 10-K.
Resegmentation
In the first quarter of 2025, the Company reorganized its operating segments to simplify its reporting structure, align with the Company’s current business model, and increase transparency for our investors, which resulted in a change to our reportable segments. As a result, the Company had the following reportable segments: Take 5, Franchise Brands, and Car Wash. Then, in the fourth quarter of 2025, as a result of the announcement of the sale of our International Car Wash (“ICW”) business and the related results reflected within our discontinued operations, the Company re-evaluated its operating segments, which resulted in another change to the reportable segments. As of the fourth quarter of 2025, the Company now has the following reportable segments: Take 5, Franchise Brands, and Auto Glass Now. Prior period information has been recast to reflect the current reportable segments.
Discontinued Operations
As previously disclosed in the Company’s 2024 Form 10-K, on February 24, 2025, the Company entered into a definitive agreement to sell its U.S. Car Wash business to Express Wash Operations, LLC dba Whistle Express Car Wash (the “Buyer”) for an aggregate purchase price of $385 million, subject to customary adjustments. Under the terms of the agreement, the Buyer agreed to pay the Company $255 million in cash and deliver to the Company an interest-bearing seller note (“Seller Note”) evidencing a loan of $130 million. The transaction was completed on April 10, 2025. In July 2025, the Company sold the Seller Note for $113 million.
On November 27, 2025, the Company entered into a definitive agreement to sell its ICW business to Neptune Acquisition Bidco Limited. On January 27, 2026, the Company completed the sale of ICW for an aggregate purchase price of €411 million, or $490 million.
The net assets and operations of these disposal groups each met the criteria to be classified as discontinued operations and are reported as such in all periods presented. Unless otherwise noted, the discussion throughout Part II Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K, including the various metrics cited, excludes the U.S. Car Wash and ICW businesses and pertains only to our continuing operations. Certain financial activity related to the U.S. Car Wash business, including results from stores closed in 2023 and 2024 and certain assets held for sale, is included in continuing operations within Corporate and Other results. For information on discontinued operations, refer to Note 2 and Note 18 to our consolidated financial statements.
2025 Highlights and Key Performance Indicators
(as compared to same period in the prior year, unless otherwise noted)
Net Revenue
Net revenue was $1.9 billion for the year ended December 27, 2025 compared to $1.8 billion for the year ended December 28, 2024. The increase of $110 million was primarily due to the following:
•same store sales growth of 7.9% and 6.2% within the Auto Glass Now and Take 5 segments, respectively; and
•175 net store growth, primarily within the Take 5 segment.
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These factors were partially offset by:
•the absence of $45 million of revenue in 2025 from our Canadian distribution business, which we sold in the third quarter of 2024; and
•decline in same store sales of 1.1% within the Franchise Brands segment.
Net Income From Continuing Operations
We recognized net income from continuing operations of $132 million, or $0.80 per diluted share, for the year ended December 27, 2025, compared to less than $1 million, or $— per diluted share, for the year ended December 28, 2024. The increase of approximately $132 million was primarily due to the following:
•same store sales growth of 7.9% and 6.2% within the Auto Glass Now and Take 5 segments, respectively;
•175 net store growth, primarily within the Take 5 segment;
•decreased interest expense of $36 million, primarily relating to the full repayment of the Term Loan Facility and decreased borrowings on the Revolving Credit Facility;
•the net release of a valuation allowance for deferred tax assets which includes the release of a valuation allowance of $37 million that incorporates the impact from the enactment of the One Big Beautiful Bill Act (“OBBBA”);
•a positive impact from foreign exchange of $32 million;
•decreased asset impairment charges of $28 million; and
•reduced share-based compensation expense of $19 million, primarily associated with pre-IPO awards that fully vested in the second quarter of fiscal year 2025.
These factors were partially offset by:
•the absence of net income in 2025 from our Canadian distribution business, which we sold in the third quarter of 2024;
•decline in same store sales of 1.1% within the Franchise Brands segment;
•increased costs directly associated with sales growth in the period;
•increased expenses related to new store openings and repair and maintenance charges;
•increased net losses on the sale or disposal of assets;
•a $17 million loss on fair value of Seller Note assumed from the sale of the U.S. Car Wash business;
•increased allowance for credit losses of $10 million relating to aged accounts receivables;
•increased professional fees of $4 million associated with transactions in 2025;
•increased project costs associated with efforts to improve operational efficiencies across finance;
•increased cloud computing amortization of $8 million associated with the Company’s growth and technological investments; and
•a $5 million loss on debt extinguishment.
Adjusted Net Income
Adjusted Net Income was $199 million for the year ended December 27, 2025 compared to $175 million for the year ended December 28, 2024. The reconciliation of net income from continuing operations to adjusted net income, showing various impacts and adjustments, is below. This increase of approximately $24 million was also impacted by the following:
•same store sales growth of 7.9% and 6.2% within the Auto Glass Now and Take 5 segments, respectively;
•175 net store growth, primarily within the Take 5 segment; and
•decreased interest expense of $36 million, primarily relating to the full repayment of the Term Loan Facility and decreased borrowings on the Revolving Credit Facility.
These factors were partially offset by:
•the absence of adjusted net income in 2025 from our Canadian distribution business, which we sold in the third quarter of 2024;
•increased costs directly associated with sales growth in the period;
•increased expenses related to new store openings and repair and maintenance charges;
•decline in same store sales of 1.1% within the Franchise Brands segment;
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•increased allowance for credit losses of $10 million relating to aged accounts receivables; and
•increased professional and IT costs, including a reduction of capitalized labor.
Adjusted EBITDA
Adjusted EBITDA was $449 million for the year ended December 27, 2025 compared to $443 million for the year ended December 28, 2024. The reconciliation of net income from continuing operations to adjusted EBITDA, showing various impacts and adjustments, is below. The increase of approximately $6 million was also impacted by the following:
•same store sales growth of 7.9% and 6.2% within the Auto Glass Now and Take 5 segments, respectively; and
•175 net store growth, primarily within the Take 5 segment.
These factors were partially offset by:
•the absence of $10 million of adjusted EBITDA in 2025 from our Canadian distribution business, which we sold in the third quarter of 2024;
•increased costs directly associated with sales growth in the period;
•increased expenses related to new store openings and repair and maintenance charges;
•decline in same store sales of 1.1% within the Franchise Brands segment;
•increased allowance for credit losses of $10 million relating to aged accounts receivables; and
•increased professional and IT costs, including a reduction of capitalized labor.
Key Performance Indicators
•Consolidated same store sales increased by 1.0%.
•Consolidated system-wide sales increased $162 million.
•The Company added 175 net new stores during the year.
2024 Highlights and Key Performance Indicators
(as compared to same period in the prior year, unless otherwise noted)
Net Revenue
Net revenue was $1.8 billion for the year ended December 28, 2024 compared to $1.7 billion for the year ended December 30, 2023. The increase of $42 million was primarily due to the following:
•same store sales growth of 6.7% and 0.9% within the Take 5 and Franchise Brands segments, respectively; and
•197 net store growth, primarily within the Take 5 segment.
These factors were partially offset by:
•decreased revenue of $36 million associated with nine company-operated stores that were sold to a franchisee in January 2024;
•decreased revenue of $19 million from our Canadian distribution business, which we sold in the third quarter of 2024;
•the absence of revenue associated with U.S. Car Wash stores that were closed during 2023 and not included in the U.S. Car Wash disposal group; and
•decline in same store sales of 11.6% within the Auto Glass Now segment.
Net Income From Continuing Operations
We recognized net income from continuing operations of less than $1 million, or $0.00 per diluted share, for the year ended December 28, 2024, compared to a net loss of $47 million, or $0.29 loss per diluted share, for the year ended December 30, 2023. The increase of approximately $47 million was primarily due to the following:
•same store sales growth of 6.7% and 0.9% within the Take 5 and Franchise Brands segments, respectively;
•197 net store growth, primarily within the Take 5 segment;
•lapping the impact of the Accounts Payable Adjustments in 2023; and
•decreased asset impairments and asset disposals of $67 million, primarily associated with U.S. Car Wash sites closed during 2023 of $105 million, partially offset by impairments for sites held for sale that were not included in the disposal group of the U.S. Car Wash divestiture.
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These factors were partially offset by:
•decreased net income associated with nine company-operated stores that were sold to a franchisee in January 2024;
•decreased net income in the second half of 2024 from our Canadian distribution business, which we sold in the third quarter of 2024;
•costs directly associated with sales growth in the period;
•decline in same store sales of 11.6% within the Auto Glass Now segment;
•increased employee related benefit costs, primarily related to $31 million of share-based compensation expense relating to the modification of pre-IPO awards in the fourth quarter of 2023;
•a negative impact from foreign exchange of $22 million; and
•increased professional services costs, IT expenses, and cloud computing amortization reflective of the Company’s growth and technological investments.
Adjusted Net Income
Adjusted Net Income was $175 million for the year ended December 28, 2024 compared to $93 million for the year ended December 30, 2023. The reconciliation of Net Income from Continuing Operations to Adjusted Net Income, showing various impacts and adjustments, is below. This increase of approximately $81 million was also impacted by the following:
•same store sales growth of 6.7% and 0.9% within the Take 5 and Franchise Brands segments, respectively;
•197 net store growth, primarily within the Take 5 segment; and
•lapping the impact of the Accounts Payable Adjustments in 2023.
These factors were partially offset by:
•decreased adjusted net income associated with nine company-operated stores that were sold to a franchisee in January 2024;
•decreased adjusted net income in the second half of 2024 from our Canadian distribution business, which we sold in the third quarter of 2024;
•costs directly associated with sales growth in the period;
•decline in same store sales of 11.6% within the Auto Glass Now segment;
•increased employee related benefit costs; and
•increased professional services costs and IT expenses reflective of the Company’s growth and technological investments.
Adjusted EBITDA
Adjusted EBITDA was $443 million for the year ended December 28, 2024 compared to $352 million for the year ended December 30, 2023. The reconciliation of Net Income from Continuing Operations to Adjusted EBITDA, showing various impacts and adjustments, is below. The increase of approximately $91 million was also impacted by the following:
•same store sales growth of 6.7% and 0.9% within the Take 5 and Franchise Brands segments, respectively;
•197 net store growth, primarily within the Take 5 segment; and
•lapping the impact of the Accounts Payable Adjustments in 2023.
These factors were partially offset by:
•decreased adjusted EBITDA associated with nine company-operated stores that were sold to a franchisee in January 2024;
•decreased adjusted EBITDA in the second half of 2024 from our Canadian distribution business, which we sold in the third quarter of 2024;
•costs directly associated with sales growth in the period;
•decline in same store sales of 11.6% within the Auto Glass Now segment;
•increased employee related benefit costs; and
•increased professional services costs and IT expenses, reflective of the Company’s growth and technological investments.
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Key Performance Indicators
•Consolidated same store sales increased by 1.5%.
•Consolidated system-wide sales increased $230 million.
•The Company added 197 net new stores during the year.
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Key Performance Indicators
Key measures that we use in assessing our business and evaluating our segments include the following:
System-wide sales — System-wide sales represent the total of net sales for our franchised and company-operated stores. This measure allows management to better assess the total size and health of each segment, our overall store performance, and the strength of our market position relative to competitors. Sales at franchised stores are not included as revenue in our results from continuing operations, but rather, we include franchise royalties and fees that are derived from sales at franchised stores.
Store count — Store count reflects the number of franchised and company-operated stores open at the end of the reporting period. Management reviews the number of new, closed, acquired, and divested stores to assess net unit growth and drivers of trends in system-wide sales, franchise royalties and fees revenue and company-operated store sales.
Same store sales — Same store sales reflect the change in sales year-over-year for the same store base. We define the same store base to include all franchised and company-operated stores open for comparable weeks during the given fiscal period in both the current and prior year, which may be different from how others define similar terms. This measure highlights the performance of existing stores, while excluding the impact of new store openings and closures and acquisitions and divestitures.
Adjusted EBITDA — We define Adjusted EBITDA as earnings from continuing operations before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for acquisition related costs, cloud computing amortization, share-based compensation, loss on debt extinguishment, foreign currency transaction related gains or losses, and certain non-recurring and non-core, infrequent or unusual charges. Adjusted EBITDA is a supplemental measure of operating performance of our segments and may not be comparable to similar measures reported by other companies. Adjusted EBITDA is a performance metric utilized by our Chief Operating Decision Maker to allocate resources to and assess performance of our segments. Refer to Note 10 in our consolidated financial statements for a reconciliation of reportable segment Adjusted EBITDA to income from continuing operations before taxes for the years ended December 27, 2025, December 28, 2024, and December 30, 2023.
49
The following table sets forth our key performance indicators for the years ended December 27, 2025, December 28, 2024, and December 30, 2023:
| Year Ended | ||||||||||||||||||||||||||
| (in thousands, except store count or as otherwise noted) | December 27, 2025 | December 28, 2024 | December 30, 2023 | |||||||||||||||||||||||
| As Restated | As Restated | |||||||||||||||||||||||||
| System-Wide Sales | ||||||||||||||||||||||||||
| System-Wide Sales: | ||||||||||||||||||||||||||
| Take 5 | $ | 1,617,081 | $ | 1,385,577 | $ | 1,162,806 | ||||||||||||||||||||
| Franchise Brands | 4,218,034 | 4,303,374 | 4,268,367 | |||||||||||||||||||||||
| Auto Glass Now | 257,604 | 237,500 | 254,568 | |||||||||||||||||||||||
| Corporate and Other | — | 4,393 | 15,380 | |||||||||||||||||||||||
| Total | $ | 6,092,719 | $ | 5,930,844 | $ | 5,701,121 | ||||||||||||||||||||
| System-Wide Sales by Business Model: | ||||||||||||||||||||||||||
| Franchised Stores | $ | 4,797,761 | $ | 4,752,061 | $ | 4,560,980 | ||||||||||||||||||||
| Company-Operated Stores | 1,294,958 | 1,178,783 | 1,140,141 | |||||||||||||||||||||||
| Total | $ | 6,092,719 | $ | 5,930,844 | $ | 5,701,121 | ||||||||||||||||||||
| Store Count | ||||||||||||||||||||||||||
| Store Count: | ||||||||||||||||||||||||||
| Take 5 | 1,342 | 1,181 | 1,007 | |||||||||||||||||||||||
| Franchise Brands | 2,699 | 2,679 | 2,655 | |||||||||||||||||||||||
| Auto Glass Now | 211 | 217 | 218 | |||||||||||||||||||||||
| Total | 4,252 | 4,077 | 3,880 | |||||||||||||||||||||||
| Store Count by Business Model: | ||||||||||||||||||||||||||
| Franchised Stores | 3,216 | 3,129 | 2,986 | |||||||||||||||||||||||
| Company-Operated Stores | 1,036 | 948 | 894 | |||||||||||||||||||||||
| Total | 4,252 | 4,077 | 3,880 | |||||||||||||||||||||||
| Same Store Sales % by segment | ||||||||||||||||||||||||||
| Take 5 | 6.2 | % | 6.7 | % | 14.0 | % | ||||||||||||||||||||
| Franchise Brands | (1.1 | %) | 0.9 | % | 8.4 | % | ||||||||||||||||||||
| Auto Glass Now | 7.9 | % | (11.6 | %) | 1.9 | % | ||||||||||||||||||||
| Total consolidated | 1.0 | % | 1.5 | % | 9.3 | % | ||||||||||||||||||||
| Adjusted EBITDA by segment | ||||||||||||||||||||||||||
| Take 5 | $ | 418,676 | $ | 380,155 | $ | 281,050 | ||||||||||||||||||||
| Franchise Brands | 178,838 | 190,759 | 200,503 | |||||||||||||||||||||||
| Auto Glass Now | 25,874 | 12,597 | 10,022 | |||||||||||||||||||||||
| Adjusted EBITDA margin by segment | ||||||||||||||||||||||||||
| Take 5 | 34.4% | 35.5% | 30.4% | |||||||||||||||||||||||
| Franchise Brands | 62.7% | 64.6% | 57.2% | |||||||||||||||||||||||
| Auto Glass Now | 10.0% | 5.3% | 3.9% | |||||||||||||||||||||||
| Total consolidated | 24.1% | 25.3% | 20.6% | |||||||||||||||||||||||
50
Reconciliation of Non-GAAP Financial Information
To supplement our consolidated financial statements prepared and presented in accordance with U.S. GAAP, we use certain non-GAAP financial measures throughout this Annual Report, as described further below, to provide investors with additional useful information about our financial performance, to enhance the overall understanding of our past performance and future prospects and to allow for greater transparency with respect to important metrics used by our management for financial and operational decision-making.
Non-GAAP financial measures have limitations in their usefulness to investors because they have no standardized meaning prescribed by U.S. GAAP and are not prepared under any comprehensive set of accounting rules or principles. In addition, non-GAAP financial measures may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. As a result, non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, our consolidated financial statements prepared and presented in accordance with U.S. GAAP.
Adjusted Net Income/Adjusted Earnings per Share — We define Adjusted Net Income as net income from continuing operations calculated in accordance with U.S. GAAP, adjusted for acquisition related costs, equity compensation, loss on debt extinguishment, cloud computing amortization, and certain non-recurring, non-core, infrequent or unusual charges, amortization related to acquired intangible assets, and the tax effect of the adjustments. Adjusted Earnings Per Share is calculated by dividing Adjusted Net Income by the weighted average shares outstanding. Management believes this non-GAAP financial measure is useful because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions.
51
The following table provides a reconciliation of net income from continuing operations to Adjusted Net Income and Adjusted Earnings per Share:
| Year Ended | ||||||||||||||||||||||||||||||||||
| (in thousands, except per share data) | December 27, 2025 | December 28, 2024 | December 30, 2023 | |||||||||||||||||||||||||||||||
| As Restated | As Restated | |||||||||||||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 132,073 | $ | 546 | $ | (46,782) | ||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||
Acquisition related costs(a) | 1,644 | 2,394 | 7,588 | |||||||||||||||||||||||||||||||
Non-core items and project costs, net(b) | 21,560 | 16,751 | 5,642 | |||||||||||||||||||||||||||||||
Cloud computing amortization(c) | 17,696 | 10,081 | 2,673 | |||||||||||||||||||||||||||||||
Share-based compensation expense(d) | 32,079 | 50,881 | 19,648 | |||||||||||||||||||||||||||||||
Foreign currency transaction (gain) loss, net(e) | (14,715) | 17,530 | (4,078) | |||||||||||||||||||||||||||||||
Impairment, notes receivable loss, (gain) loss on sale of assets, net, and closed store expenses(f) | 63,160 | 84,236 | 124,486 | |||||||||||||||||||||||||||||||
Loss on debt extinguishment (g) | 5,392 | 205 | — | |||||||||||||||||||||||||||||||
Amortization related to acquired intangible assets(h) | 18,643 | 22,653 | 25,222 | |||||||||||||||||||||||||||||||
Acceleration of interest rate hedge(i) | (4,422) | — | — | |||||||||||||||||||||||||||||||
Provision for uncertain tax positions(j) | — | — | (354) | |||||||||||||||||||||||||||||||
Valuation allowance (reversal) for deferred tax asset(k) | (37,833) | 12,668 | 5,113 | |||||||||||||||||||||||||||||||
| Adjusted net income before tax impact of adjustments | 235,277 | 217,945 | 139,158 | |||||||||||||||||||||||||||||||
Tax impact of adjustments(l) | (36,043) | (43,113) | (45,766) | |||||||||||||||||||||||||||||||
| Adjusted net income from continuing operations | $ | 199,234 | $ | 174,832 | $ | 93,392 | ||||||||||||||||||||||||||||
| Basic earnings (loss) per share from continuing operations | $ | 0.80 | $ | 0.00 | $ | (0.29) | ||||||||||||||||||||||||||||
| Diluted earnings (loss) per share from continuing operations | $ | 0.80 | $ | 0.00 | $ | (0.29) | ||||||||||||||||||||||||||||
| Adjusted basic earnings per share from continuing operations | $ | 1.21 | $ | 1.07 | $ | 0.56 | ||||||||||||||||||||||||||||
| Adjusted diluted earnings per share from continuing operations | $ | 1.21 | $ | 1.07 | $ | 0.56 | ||||||||||||||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||||||||||||||||||
| Basic | 162,836 | 160,319 | 161,917 | |||||||||||||||||||||||||||||||
| Diluted | 163,852 | 161,210 | 161,917 | |||||||||||||||||||||||||||||||
| Weighted average shares outstanding for Adjusted Net Income | ||||||||||||||||||||||||||||||||||
| Basic | 162,836 | 160,319 | 161,917 | |||||||||||||||||||||||||||||||
| Diluted | 163,852 | 161,210 | 164,100 | |||||||||||||||||||||||||||||||
52
Adjusted EBITDA — We define Adjusted EBITDA as earnings from continuing operations before interest expense, net, income tax expense, and depreciation and amortization, with further adjustments for acquisition related costs, cloud computing amortization, share-based compensation, loss on debt extinguishment, foreign currency transaction related gains or losses, and certain non-recurring and non-core, infrequent or unusual charges. Adjusted EBITDA may not be comparable to similarly titled metrics of other companies due to differences in methods of calculation. Management believes this non-GAAP financial measure is useful because it is a key measure used by our management team to evaluate our operating performance, generate future operating plans, and make strategic decisions.
The following table provides a reconciliation of net income from continuing operations to Adjusted EBITDA:
| Adjusted EBITDA | ||||||||||||||||||||||||||||
| Year Ended | ||||||||||||||||||||||||||||
| (in thousands) | December 27, 2025 | December 28, 2024 | December 30, 2023 | |||||||||||||||||||||||||
| As Restated | As Restated | |||||||||||||||||||||||||||
| Net income (loss) from continuing operations | $ | 132,073 | $ | 546 | ||||||||||||||||||||||||
Next expected filings
- ~2026-08-07 10-Q expected by 2026-08-07 (in 79 days)
- ~2026-11-05 10-Q expected by 2026-11-05 (in 169 days)
- ~2027-05-08 10-Q expected by 2027-05-08 (in 353 days)
- ~2027-05-18 10-K expected by 2027-05-22 (in 363 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-05-19 8-K Earnings Release; Financial Statements and Exhibits
- 2026-05-19 10-K Annual Report
- 2026-04-27 8-K Material Agreement Entered; Financial Statements and Exhibits
- 2026-04-21 8-K Earnings Release; Delisting Notice; Regulation FD Disclosure; Financial Statements and Exhibits
- 2026-03-11 8-K Material Agreement Entered; Financial Statements and Exhibits
- 2026-02-25 8-K Financial Statements No Longer Reliable; Financial Statements and Exhibits
- 2026-01-27 8-K Completion of Acquisition/Disposition; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-12-22 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-12-02 8-K Material Agreement Entered; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-11-05 10-Q Quarterly Report
- 2025-11-04 8-K Earnings Release; Financial Statements and Exhibits
- 2025-10-21 8-K Material Agreement Entered; Material Financial Obligation; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-08-25 8-K Officer/Director Change; Regulation FD Disclosure; Financial Statements and Exhibits
- 2025-08-07 10-Q Quarterly Report
- 2025-08-05 8-K Earnings Release; Financial Statements and Exhibits