SEC Comment Letter 0000000000-23-014135 to Driven Brands Holdings Inc. (DRVN) (CIK 0001804745) (DRVN)
Driven Brands Holdings Inc. (DRVN) (CIK 0001804745)
Date: Dec. 27, 2023 · CIK: 0001804745 · Accession: 0000000000-23-014135
AI Filing Summary & Sentiment
File numbers found in text: 001-39898
Letter
United States securities and exchange commission logo December 27, 2023 Michael Beland Chief Accounting Officer Driven Brands Holdings Inc. 440 South Church Street, Suite 700 Charlotte, NC 28202 Re:Driven Brands Holdings Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Item 2.02 Form 8-K Dated November 1, 2023 Response Dated December 14, 2023 File No. 001-39898 Dear Michael Beland: We have reviewed your December 14, 2023 response to our comment letter and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 7, 2023 letter. Item 2.02 Form 8-K Dated November 1, 2023 Exhibit 99.1 Reconciliation of Non-GAAP Financial Measures, page 8 1.We read your response to prior comment 2. Removing the effects of the straight-line rent adjustment in arriving at adjusted net income, adjusted earnings per share and adjusted EBITDA appears to substitute individually-tailored recognition and measurement methods for GAAP. Please no longer include this adjustment. Refer to Question 100.04 of the Non- GAAP Financial Measures Compliance and Disclosure Interpretations.
FirstName LastNameMichael Beland Comapany NameDriven Brands Holdings Inc. December 27, 2023 Page 2 FirstName LastName Michael Beland Driven Brands Holdings Inc. December 27, 2023 Page 2 Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you have any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
December 27, 2023
Michael Beland
Chief Accounting Officer
Driven Brands Holdings Inc.
440 South Church Street, Suite 700
Charlotte, NC 28202
Re:Driven Brands Holdings Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 2.02 Form 8-K Dated November 1, 2023
Response Dated December 14, 2023
File No. 001-39898
Dear Michael Beland:
We have reviewed your December 14, 2023 response to our comment letter and have the
following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our November 7, 2023
letter.
Item 2.02 Form 8-K Dated November 1, 2023
Exhibit 99.1
Reconciliation of Non-GAAP Financial Measures, page 8
1.We read your response to prior comment 2. Removing the effects of the straight-line rent
adjustment in arriving at adjusted net income, adjusted earnings per share and adjusted
EBITDA appears to substitute individually-tailored recognition and measurement methods
for GAAP. Please no longer include this adjustment. Refer to Question 100.04 of the Non-
GAAP Financial Measures Compliance and Disclosure Interpretations.
FirstName LastNameMichael Beland
Comapany NameDriven Brands Holdings Inc.
December 27, 2023 Page 2
FirstName LastName
Michael Beland
Driven Brands Holdings Inc.
December 27, 2023
Page 2
Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services