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.
Michael Beland
FirstName LastNameMichael
Driven Brands Holdings Inc. Beland
Comapany27,
December NameDriven
2023 Brands Holdings Inc.
December
Page 2 27, 2023 Page 2
FirstName LastName
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