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Driven Brands Announces Non-Reliance And Restatement Of FY 2023-2025 Financials Due To Material Errors And Internal Control Weaknesses

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.


 

On February 23, 2026, the Audit Committee of the Board of Directors, after consultation with the Company's management, concluded there were material errors in our previously issued consolidated financial statements for the fiscal year ended December 28, 2024 ("fiscal year 2024") and the fiscal year ended December 30, 2023 ("fiscal year 2023") contained in the Company's Annual Report on Form 10-K for the fiscal year 2024, and in our previously issued unaudited condensed consolidated financial statements for each of the quarterly and year-to-date periods within fiscal year 2024 as well as the quarterly and year-to-date periods for the periods ended September 27, 2025, June 28, 2025 and March 29, 2025, and concluded that such financial statements should not be relied upon and required restatement (the "Restatement"). Additionally, the Report of our Independent Registered Public Accounting Firm on the financial statements and internal control over financial reporting should not be relied upon.

As of February 25, 2026, the following reflects the primary categories of errors that have been identified in connection with the preparation of the Company's Annual Report on Form 10-K for the year ended December 27, 2025 ("fiscal year 2025").

Lease Adjustments

Certain errors were identified relating to the completeness and accuracy of recording leases. These errors primarily impact right of use assets and right of use liabilities recorded in the consolidated balance sheet as of December 28, 2024 and September 27, 2025.

Cash Adjustments

Certain errors were identified relating to unreconciled differences for cash accounts primarily originating in fiscal years 2023 and earlier. The errors affect the opening and ending cash balances and operating cash flows in the consolidated statement of cash flows and result in overstatements of cash and revenue and understatement of selling, general and administrative expense in the consolidated statement of operations for fiscal years 2023 and 2024.

Expense Classification

During fiscal years 2023 and 2024, within operating expenses certain supply and other expenses were presented as company-operated store expenses. This error resulted in company-operated store expenses to be overstated for fiscal years 2023 and 2024 and an equal understatement of supply and other expenses in the corresponding periods. This error did not result in any change in total operating expenses.

Other Errors

In addition, other errors were identified that primarily relate to fiscal years 2023 or 2024 related to the income tax provision, supply and other revenue, fixed assets, cloud computing, lease cash application, and balance sheet and income statement misclassifications, as well as inappropriately recognized revenue in our ATI business primarily related to fiscal year 2025. The impact of these errors and the lease adjustments, cash adjustments, and expense classification described above will be reflected in the Company's Annual Report on Form 10-K for the fiscal year 2025.

In connection with the Restatement, management has identified material weaknesses in the Company's internal control over financial reporting resulting in the conclusion that our internal control over financial reporting and disclosure controls and procedures were not effective as of December 27, 2025. Management has taken and is taking additional steps to remediate the material weaknesses in our internal control over financial reporting. Additional details regarding the material weaknesses will be reflected in the Company's Annual Report on Form 10-K for the fiscal year 2025.

The Company expects to file a Form 12b-25 with the SEC later today to extend by fifteen calendar days the time period in which it has to timely file its Annual Report on Form 10-K for the fiscal year 2025.

The Company's review of the financial statements and evaluation of its internal controls over financial reporting is ongoing and the Company may identify further material errors.

The Company has discussed the foregoing matters disclosed in this Item 4.02 with PricewaterhouseCoopers LLP, the Company's independent registered public accounting firm.

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