The accompanying notes are an integral part of these financial statements.
36
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MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES
Background
Monro, Inc. and its wholly owned operating subsidiaries, Monro Service Corporation and Car-X, LLC (together, “Monro”, the “Company”, “we”, “us”, or “our”), are engaged principally in providing automotive undercar repair and tire sales and services in the United States. Monro had 1,197 Company-operated stores, 98 franchised locations, eight wholesale locations, three retread facilities and two dealer-operated automotive repair centers located in 28 states as of March 30, 2019.
Monro’s operations are organized and managed in one operating segment
.
The internal management financial reporting that is the basis for evaluation in order to assess performance and allocate resources by our chief operating decision maker consists of consolidated data that includes the results of our retail, commercial and wholesale locations. As such, our one operating segment reflects how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management and the structure of our internal financial reporting.
Accounting estimates
The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with such principles requires the use of estimates by management during the reporting period. Actual results could differ from those estimates.
Fiscal year
Monro reports its results on a 52/53 week fiscal year ending on the last Saturday of March of each year. The following are the dates represented by each fiscal period:
“Year ended Fiscal March 2019”: April 1, 2018 – March 30, 2019 (52 weeks)
“Year ended Fiscal March 2018”: March 26, 2017 – March 31, 2018 (53 weeks)
“Year ended Fiscal March 2017”: March 27, 2016 – March 25, 2017 (52 weeks)
Consolidation
The Consolidated Financial Statements include Monro, Inc. and its wholly owned operating subsidiaries, Monro Service Corporation and Car-X, LLC, after the elimination of intercompany transactions and balances.
Reclassifications
Certain amounts in these financial statements have been reclassified to maintain comparability among the periods presented.
Cash equivalents
We consider all highly liquid instruments with original maturities of three months or less to be cash equivalents.
Inventories
Our inventories consist of automotive parts (including oil) and tires. Inventories are valued at the lower of cost and net realizable value using the first-in, first-out (FIFO) method.
Barter credits
We value barter credits at the fair market value of the inventory surrendered, as determined by reference to price lists for buying groups and jobber pricing. We use these credits primarily to pay vendors for purchases (mainly inventory vendors for the purchase of parts, oil and tires) or to purchase other goods or services from the barter company such as advertising.
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MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Property, plant and equipment
Property, plant and equipment are stated at cost. Depreciation of property, plant and equipment is provided on a straight-line basis. Buildings and improvements related to owned locations are depreciated over lives varying from 10 to 39 years; machinery, fixtures and equipment over lives varying from 3 to 15 years; and vehicles over lives varying from 5 to 10 years. Computer hardware and software is depreciated over lives varying from 3 to 7 years. Buildings and improvements related to leased locations are depreciated over the shorter of the asset’s useful life or the reasonably assured lease term, as defined in the accounting guidance on leases. When property is sold or retired, the cost and accumulated depreciation are eliminated from the accounts and a gain or loss is recorded in the Consolidated Statements of Comprehensive Income. Expenditures for maintenance and repairs are expensed as incurred.
Long-lived assets
We evaluate the ability to recover long-lived assets whenever events or circumstances indicate that the carrying value of the asset may not be recoverable. In the event assets are impaired, losses are recognized to the extent the carrying value exceeds the fair value. In addition, we report assets to be disposed at the lower of the carrying amount and the fair market value less costs to sell.
Store opening and closing costs
New store opening costs are charged to expense in the fiscal year when incurred. When we close a store, the estimated unrecoverable costs, including the remaining lease obligation net of sublease income, if any, are charged to expense.
Leases
Financing Obligations –
We are involved in the construction of leased stores. In some cases, we are responsible for construction cost overruns or non-standard tenant improvements. As a result of this involvement, we are deemed the “owner” for accounting purposes during the construction period, requiring us to capitalize the construction costs on our Consolidated Balance Sheet. Upon completion of the project, we perform a sale-leaseback analysis pursuant to guidance on accounting for leases to determine if we can remove the assets from our Consolidated Balance Sheet. For some of these leases, we are considered to have “continuing involvement”, which precludes us from derecognizing the assets from our Consolidated Balance Sheet when construction is complete. In conjunction with these leases, we capitalize the construction costs on our Consolidated Balance Sheet and also record financing obligations representing payments owed to the landlord. We do not report rent expense for the properties which are owned for accounting purposes. Rather, rental payments under the lease are recognized as a reduction of the financing obligation and as interest expense.
Since we often assume leases in acquisition transactions, the prior accounting by the seller who was involved in the construction of leased stores passes to us.
Additionally, we may incur other financing obligations in connection with the accounting for acquisitions.
Capital Leases –
Some of our property is held under capital leases. These assets are included in property, plant and equipment and depreciated over the term of the lease. We do not report rent expense for capital leases. Rather, rental payments under the lease are recognized as a reduction of the capital lease obligation and interest expense.
Operating Leases –
All other leases are considered operating leases. Rent expense, including rent escalations, is recognized on a straight-line basis over the reasonably assured lease term, as defined in the accounting guidance on leases. Generally, the lease term is the base lease term plus certain renewal option periods for which renewal is reasonably assured.
Goodwill and intangible assets
We have a history of growth through acquisitions. Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. The carrying value of goodwill is subject to an annual impairment test, which we perform in the third quarter of the fiscal year. Impairment tests may also be triggered by any significant events or changes in circumstances affecting our business.
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MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We have one reporting unit which encompasses all operations including new acquisitions. In performing our annual goodwill impairment test, we perform a qualitative assessment to determine if it is more likely than not that the fair value is less than the carrying value of goodwill. The qualitative assessment includes a review of business changes, economic outlook, financial trends and forecasts, growth rates, industry data, market capitalization and other relevant qualitative factors. If the qualitative factors indicate a potential impairment, we compare the fair value of our reporting unit to the carrying value of our reporting unit. If the fair value is less than its carrying value, an impairment charge is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill.
Intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses and are amortized over their estimated useful lives. All intangibles and other long-lived assets are reviewed when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable. If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying values. No such indicators were present in fiscal 2019, 2018 or 2017.
A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in our cash flow models, but may also negatively impact other assumptions used in our analyses, including, but not limited to, the estimated cost of capital and/or discount rates. Additionally, we are required to ensure that assumptions used to determine fair value in our analyses are consistent with the assumptions a hypothetical marketplace participant would use. As a result, the cost of capital and/or discount rates used in our analyses may increase or decrease based on market conditions and trends, regardless of whether our actual cost of capital has changed. Therefore, we may recognize an impairment of an intangible asset or assets even though realized actual cash flows are approximately equal to or greater than our previously forecasted amounts.
As a result of our annual qualitative assessment performed in the third quarter of fiscal 2019, there were no impairments. There have been no triggering events during the fourth quarter of fiscal 2019.
Self-insurance reserves
We are largely self-insured with respect to workers’ compensation, general liability and employee medical claims. In order to reduce our risk and better manage our overall loss exposure, we purchase stop-loss insurance that covers individual claims in excess of the deductible amounts, and caps total losses in a fiscal year. We maintain an accrual for the estimated cost to settle open claims as well as an estimate of the cost of claims that have been incurred but not reported. These estimates take into consideration the historical average claim volume, the average cost for settled claims, current trends in claim costs, changes in our business and workforce, and general economic factors. These accruals are reviewed on a quarterly basis, or more frequently if factors dictate a more frequent review is warranted. For more complex reserve calculations, such as workers’ compensation, we use the services of an actuary on an annual basis to assist in determining the required reserve for open claims.
Warranty
We provide an accrual for estimated future warranty costs for parts that we install based upon the historical relationship of warranty costs to sales. Warranty expense related to all product warranties at and for the fiscal years ended March 2019, 2018 and 2017 was not material to our financial position or results of operations. See additional discussion of tire road hazard warranty agreements under Note 7.
Comprehensive income
As it relates to Monro, comprehensive income is defined as net earnings as adjusted for pension liability adjustments and is reported net of related taxes in the Consolidated Statements of Comprehensive Income and in the Consolidated Statements of Changes in Shareholders’ Equity.
Income taxes
Deferred tax assets and liabilities are determined based upon the expected future tax outcome of differences between the tax laws and accounting rules of various items of income and expense recognized in our results of operations using enacted tax rates in effect for the year in which the future tax outcome is expected. The accounting guidance for uncertainties in income tax prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. Monro recognizes a tax benefit from an uncertain tax position in the financial statements only when it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits and a consideration of the relevant taxing authority's administrative practices and precedents.
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MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Treasury stock
Treasury stock is accounted for using the par value method.
Stock-based compensation
We provide stock-based compensation through non-qualified stock options, restricted stock awards and restricted stock units. We measure compensation cost arising from the grant of share-based payments to an employee at fair value, and recognize such cost in income over the period during which the employee is required to provide service in exchange for the award, usually the vesting period. The fair value of each option award is estimated on the date of grant primarily using the Black-Scholes option valuation model. The assumptions used to estimate fair value require significant judgment and are subject to change in the future due to factors such as employee exercise behavior, stock price trends, and changes to type or provisions of stock-based awards. Any material change in one or more of these assumptions could have an impact on the estimated fair value of a future award.
The fair value of restricted stock awards and restricted stock units (collectively “restricted stock”) is determined based on the stock price at the date of grant.
The Company is required to estimate forfeitures and only record compensation costs for those awards that are expected to vest. The assumptions for forfeitures were determined based on type of award and historical experience. Forfeiture assumptions are adjusted at the point in time a significant change is identified, with any adjustment recorded in the period of change, and the final adjustment at the end of the requisite service period to equal actual forfeitures.
We recognize compensation expense related to stock options and restricted stock using the straight-line approach. Option awards and restricted stock generally vest equally over the service period established in the award, typically three or four years. In fiscal 2019, the Company issued a limited number of restricted stock units to members of senior management which may vest upon the achievement of a three-year average return on invested capital target.
Earnings per common share
Basic earnings per common share amounts are calculated by dividing income available to common shareholders, after deducting preferred stock dividends, by the weighted average number of shares of common stock outstanding. Diluted earnings per common share amounts are calculated by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding. Common stock equivalents represent shares issuable upon the assumed exercise of common stock options outstanding.
Advertising
We expense the production costs of advertising the first time the advertising takes place, except for direct response advertising which is capitalized and amortized over its expected period of future benefits.
Direct response advertising consists primarily of coupons for Monro’s services. The capitalized costs of this advertising are amortized over the period of the coupon’s validity, which is typically two months.
Prepaid advertising at March 30, 2019 and March 31, 2018, and advertising expense for the fiscal years ended March 2019, 2018 and 2017, were not material to these financial statements.
Vendor rebates
We account for vendor rebates as a reduction of the cost of products purchased.
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MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Guarantees
At the time we issue a guarantee, we recognize an initial liability for the fair value, or market value, of the obligation we assume under that guarantee. Monro has guaranteed certain lease payments, primarily related to franchisees, amounting to $1.8 million. This amount represents the maximum potential amount of future payments under the guarantees as of March 30, 2019. The leases are guaranteed through April 2020. In the event of default by the franchise owner, Monro generally retains the right to assume the lease of the related store, enabling Monro to re-franchise the location or to operate that location as a Company-operated store. As of March 30, 2019, an immaterial liability related to anticipated defaults under the foregoing leases is recorded. We recorded a liability related to anticipated defaults under the foregoing leases of $.2 million as of March 31, 2018.
Recent accounting pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance for the reporting of revenue from contracts with customers. This guidance provides guidelines a company will apply to determine the measurement of revenue and timing of when it is recognized. Additional guidance has subsequently been issued to amend or clarify the reporting of revenue from contracts with customers. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption was permitted. We adopted this guidance and all related amendments during the first quarter of fiscal 2019 using the modified retrospective approach. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements. See Note 7 for additional information.
In February 2016, the FASB issued new accounting guidance related to leases. This guidance establishes a right of use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Additional guidance has subsequently been issued in order to provide an additional transition method as well as an additional practical expedient to be available upon adoption. We are required to adopt the new lease guidance utilizing one of two methods: retrospective restatement for each reporting period presented at time of adoption, or a modified retrospective approach with the cumulative effect of initially applying this guidance recognized at the date of initial application. Under the modified retrospective approach, prior periods would not be restated. We expect to adopt using the modified retrospective approach and elect the package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and the lessee practical expedient to combine lease and non-lease components for certain asset classes. Under this transition method, we will apply the new standard at the adoption date and recognize a cumulative-effect adjustment to retained earnings. We currently believe the most significant changes relate to the recognition of new ROU assets and lease liabilities on the Consolidated Balance Sheet for operating leases as approximately 40% of our store leases, all of our land leases and all of our non-real estate leases are currently not recorded on our balance sheet. We expect that substantially all of our operating lease commitments will be subject to the new guidance and will be recognized as operating lease liabilities and ROU assets upon adoption. We estimate the adoption of this update will result in an increase to assets and related liabilities of approximately $165 million to $190 million. We do not anticipate that the new standard will have a material impact on our Consolidated Statements of Income and Comprehensive Income.
In June 2016, the FASB issued new accounting guidance which modifies the measurement of expected credit losses of certain financial instruments. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption is permitted. We are currently evaluating the potential impact of the adoption of this guidance on our Consolidated Financial Statements.
In August 2016, the FASB issued new accounting guidance related to cash flow classification. This guidance clarifies and provides specific guidance on eight cash flow classification issues that are not addressed by current generally accepted accounting principles and thereby reduce the current diversity in practice. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption was permitted. We adopted this guidance during the first quarter of fiscal 2019. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.
In January 2017, the FASB issued new accounting guidance which clarifies the definition of a business, particularly when evaluating whether transactions should be accounted for as acquisitions or dispositions of assets or businesses. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption was permitted for certain transactions. We adopted this guidance during the first quarter of fiscal 2019. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.
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MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In January 2017, the FASB issued new accounting guidance simplifying the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which required the determination of an implied fair value of goodwill. Under this guidance, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We adopted this guidance during the third quarter of fiscal 2019. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.
In March 2017, the FASB issued accounting guidance that amends how employers present the net benefit cost in the income statement. The new guidance requires employers to disaggregate and present separately the current service cost component from the other components of the net benefit cost within the Consolidated Statement of Comprehensive Income. This guidance is effective for fiscal years and interim periods beginning after December 15, 2017, and should be applied retrospectively. Early adoption was permitted. We adopted this guidance during the first quarter of fiscal 2019. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.
In May 2017, the FASB issued new accounting guidance which clarifies when to account for a change to the terms or conditions of a share based payment award as a modification. Under this guidance, modification is required only if the fair value, the vesting conditions, or the classification of an award as equity or liability changes as a result of the change in terms or conditions. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption was permitted. We adopted this guidance during the first quarter of fiscal 2019. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.
In June 2018, the FASB issued new accounting guidance that amends the accounting for nonemployee share-based awards. Under the new guidance, the existing guidance related to the accounting for employee share-based awards will apply to nonemployee share-based transactions, with certain exceptions. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the potential impact of the adoption of this guidance on our Consolidated Financial Statements.
In August 2018, the FASB issued new accounting guidance which eliminates, adds and modifies certain disclosure requirements for fair value measurements. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption is permitted. We are currently evaluating the potential impact of the adoption of this guidance on our Consolidated Financial Statements.
In August 2018, the FASB issued new accounting guidance that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption was permitted. We adopted this guidance during the third quarter of fiscal 2019. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements.
Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification) and the Securities and Exchange Commission did not, or are not expected to have a material effect on Monro’s Consolidated Financial Statements.
NOTE 2 – ACQUISITIONS
Monro’s acquisitions are strategic moves in our plan to fill in and expand our presence in our existing and new markets, and leverage fixed operating costs such as distribution, advertising and administration. Acquisitions in this footnote include acquisitions of five or more locations as well as acquisitions of one to four locations that are part of the Company’s greenfield store growth strategy.
Subsequent Events
On May 19, 2019, we acquired 40 retail tire and automotive repair stores and one distribution center located in California from Certified Tire & Service Centers, Inc. These stores will operate under the Tire Choice name. The acquisition was financed through our existing credit facility.
On March 31, 2019, we acquired 12 retail tire and automotive repair stores in Louisiana from Allied Discount Tire & Brake, Inc. These locations will operate under the Tire Choice name. The acquisition was financed through our existing credit facility.
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MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Fiscal 2019
During fiscal 2019, we acquired the following businesses for an aggregate purchase price of $61.6 million. The acquisitions were financed through our existing credit facility. The results of operations for these acquisitions are included in our financial results from the respective acquisition dates.
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On January 13, 2019, we acquired 13 retail tire and automotive repair stores located in Florida from R.A. Johnson, Inc. (One retail tire and automotive repair store has yet to open.) These stores operate under the Tire Choice name.
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On December 9, 2018, we acquired two retail tire and automotive repair stores located in Virginia from Colony Tire Corporation. These stores operate under the Mr. Tire name.
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On November 4, 2018, we acquired five retail tire and automotive repair stores located in Ohio from Jeff Pohlman Tire & Auto Service, Inc. These stores operate under the Car-X and Mr. Tire names.
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On October 14, 2018, we acquired one retail tire and automotive repair store located in Illinois from Quality Tire and Auto, Inc. This store operates under the Car-X name.
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On September 23, 2018, we acquired one retail tire and automotive repair store located in South Carolina from Walton’s Automotive, LLC. This store operates under the Treadquarters name.
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On September 16, 2018, we acquired one retail tire and automotive repair store located in Illinois from C&R Auto Service, Inc. This store operates under the Car-X name.
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On September 9, 2018, we acquired four retail tire and automotive repair stores in Arkansas and Tennessee from Steele-Guiltner, Inc. These stores operate under the Car-X name.
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On July 15, 2018, we acquired one retail tire and automotive repair store located in Pennsylvania from Mayfair Tire & Service Center, Inc. This store operates under the Mr. Tire name.
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On July 8, 2018, we acquired eight retail tire and automotive repair stores in Missouri from Sawyer Tire, Inc. These stores operate under the Car-X name.
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On May 13, 2018, we acquired 12 retail/commercial tire and automotive repair stores and one retread facility located in Tennessee, as well as four wholesale locations in North Carolina, Tennessee and Virginia, from Free Service Tire Company, Incorporated. These locations operate under the FreeService Tire name.
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On April 1, 2018, we acquired four retail tire and automotive repair stores located in Minnesota from Liberty Auto Group, Inc. These stores operate under the Car-X name.
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These acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining these businesses with ours, as well as unidentifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes. We have recorded finite-lived intangible assets at their estimated fair value related to customer lists, favorable leases and a trade name.
We expensed all costs related to acquisitions during fiscal 2019. The total costs related to completed acquisitions were $.6 million for the year ended March 30, 2019. These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.
Sales and net loss for the fiscal 2019 acquired locations totaled $49.1 million and ($.5) million, respectively, for the period from acquisition date through March 30, 2019. The net loss of ($.5) million includes an allocation of certain traditional corporate related items, including vendor rebates, interest expense and the provision for income taxes.
Supplemental pro forma information for the current or prior reporting periods has not been presented due to the impracticability of obtaining detailed, accurate or reliable data for the periods the acquired entities were not owned by Monro.
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MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The preliminary fair values of identifiable assets acquired and liabilities assumed were based on preliminary valuation data and estimates. The excess of the net purchase price over the net tangible and intangible assets acquired was recorded as goodwill. The preliminary allocation of the aggregate purchase price as of March 30, 2019 was as follows:
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As of Acquisition Date
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(Dollars in thousands)
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Trade receivables
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$
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1,674
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Inventories
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9,271
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Other current assets
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308
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Property, plant and equipment
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16,779
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Intangible assets
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9,928
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Other non-current assets
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21
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Long-term deferred income tax assets
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3,067
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Total assets acquired
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41,048
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Other current liabilities
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2,466
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Long-term capital leases and financing obligations
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18,473
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Other long-term liabilities
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616
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Total liabilities assumed
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21,555
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Total net identifiable assets acquired
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$
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19,493
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Total consideration transferred
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$
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61,617
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Less: total net identifiable assets acquired
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19,493
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Goodwill
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$
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42,124
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The following are the intangible assets acquired and their respective fair values and weighted average useful lives:
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As of Acquisition Date
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Weighted
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Dollars
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Average
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in thousands
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Useful Life
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Customer lists
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$
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6,042
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13 years
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Favorable leases
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3,486
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12 years
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Trade name
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400
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2 years
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Total
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$
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9,928
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12 years
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We continue to refine the valuation data and estimates related to inventory, warranty reserves, intangible assets, real estate, real property leases and certain liabilities for the fiscal 2019 acquisitions and expect to complete the valuations no later than the first anniversary date of the respective acquisition. We anticipate that adjustments will be made to the fair values of identifiable assets acquired and liabilities assumed during the measurement period and those adjustments may or may not be material.
Fiscal 2018
During fiscal 2018, we acquired the following businesses for an aggregate purchase price of $22.6 million. The acquisitions were financed through our existing credit facility. The results of operations for these acquisitions are included in our financial results from the respective acquisition dates.
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On March 4, 2018, we acquired seven retail tire and automotive repair stores located in Kentucky, Ohio, Virginia and West Virginia from Appalachian Tire Products, Inc. These stores operate under the Mr. Tire name.
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On March 4, 2018, we acquired two retail tire and automotive repair stores located in Illinois from Mattoon Muffler, Inc. and Charleston Muffler, Inc. These stores operate under the Car-X name.
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On March 4, 2018, we acquired one retail tire and automotive repair store located in Vermont from City Tire Co., Inc. This store operates under the Tire Warehouse name.
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On March 1, 2018, we acquired one retail tire and automotive repair store located in Illinois from Devenir Enterprises, Inc. This store operates under the Car-X name.
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MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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On January 14, 2018, we acquired three retail tire and automotive repair stores located in Pennsylvania from Valley Tire Co., Inc. These stores operate under the Mr. Tire name.
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On December 17, 2017, we acquired one retail tire and automotive repair store located in Indiana from MLR, Incorporated. This store operates under the Car-X name.
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On December 10, 2017, we acquired two retail tire and automotive repair stores located in Pennsylvania from TriGar Tire & Auto Service Center, LLC. One store operates under the Monro name and one store operates under the Mr. Tire name.
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On August 13, 2017, we acquired eight retail tire and automotive repair stores located in Indiana and Illinois from Auto MD, LLC. These stores operate under the Car-X name.
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On July 30, 2017, we acquired 13 retail tire and automotive repair stores in Michigan, 12 of which were operating as Speedy Auto Service and Tire dealer locations, from UVR, Inc. One of the acquired stores was not opened by Monro. These stores operate under the Monro name.
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On July 9, 2017, we acquired one retail tire and automotive repair store located in North Carolina from Norman Young Tires, Inc. This store operates under the Treadquarters name.
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On June 25, 2017, we acquired one retail tire and automotive repair store located in Illinois from D&S Pulaski, LLC. This store operates under the Car-X name.
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On June 11, 2017, we acquired two retail tire and automotive repair stores located in Minnesota and Wisconsin from J & R Diversified, Inc. These stores operate under the Car-X name.
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On June 11, 2017, we acquired one retail tire and automotive repair store located in Ohio from Michael N. McGroarty, Inc. This store operates under the Mr. Tire name.
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On June 2, 2017, we acquired one retail tire and automotive repair store located in Connecticut from Tires Plus LLC. This store operates under the Monro name.
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On May 21, 2017, we acquired one retail tire and automotive repair store located in Ohio from Bob Sumerel Tire Co., Inc. This store operates under the Mr. Tire name.
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|
|
On April 23, 2017, we acquired one retail tire and automotive repair store located in Florida from Collier Automotive Group, Inc. This store operates under the Tire Choice name.
|
These acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining these businesses with ours, as well as unidentifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes. We have recorded finite-lived intangible assets at their estimated fair value related to favorable leases and customer lists.
We expensed all costs related to acquisitions during fiscal 2018. The total costs related to completed acquisitions were $.5 million for the year ended March 31, 2018. These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.
Sales and net income for the fiscal 2018 acquired locations totaled $14.8 million and $.1 million, respectively, for the period from acquisition date through March 31, 2018. The net income of $.1 million includes an allocation of certain traditional corporate related items, including vendor rebates, interest expense and the provision for income taxes.
Supplemental pro forma information for the current or prior reporting periods has not been presented due to the impracticability of obtaining detailed, accurate or reliable data for the periods the acquired entities were not owned by Monro.
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We finalized the purchase accounting relative to the fiscal 2018 acquisitions during fiscal 2019. As a result of the final purchase price allocations, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments related to updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The changes in estimates recorded in fiscal 2019 include a decrease in inventory of $.1 million; a decrease in property, plant and equipment of $.2 million; and a decrease in intangible assets of $.2 million. The measurement period adjustments resulted in an increase to goodwill of $.5 million.
These adjustments were not material to the Consolidated Statement of Comprehensive Income for the fiscal years ended March 30, 2019 and March 31, 2018.
We have recorded the identifiable assets acquired and liabilities assumed at their values as of their respective acquisition dates (including any measurement period adjustments), with the remainder recorded as goodwill as follows:
|
|
|
|
|
|
|
|
|
|
As of Acquisition Date
|
|
|
(Dollars in thousands)
|
Inventories
|
|
$
|
1,053
|
Other current assets
|
|
|
240
|
Property, plant and equipment
|
|
|
9,396
|
Intangible assets
|
|
|
4,162
|
Other non-current assets
|
|
|
7
|
Long-term deferred income tax assets
|
|
|
3,076
|
Total assets acquired
|
|
|
17,934
|
Other current liabilities
|
|
|
1,654
|
Long-term capital leases and financing obligations
|
|
|
13,707
|
Other long-term liabilities
|
|
|
261
|
Total liabilities assumed
|
|
|
15,622
|
Total net identifiable assets acquired
|
|
$
|
2,312
|
Total consideration transferred
|
|
$
|
22,624
|
Less: total net identifiable assets acquired
|
|
|
2,312
|
Goodwill
|
|
$
|
20,312
|
The following are the intangible assets acquired and their respective fair values and weighted average useful lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of Acquisition Date
|
|
|
|
|
|
Weighted
|
|
|
Dollars
|
|
Average
|
|
|
in thousands
|
|
Useful Life
|
Favorable leases
|
|
$
|
2,901
|
|
10 years
|
Customer lists
|
|
|
1,261
|
|
7 years
|
Total
|
|
$
|
4,162
|
|
9 years
|
NOTE 3 – OTHER CURRENT ASSETS
The composition of other current assets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Fiscal March
|
|
|
2019
|
|
2018
|
|
|
(Dollars in thousands)
|
Vendor rebates receivable
|
|
$
|
14,169
|
|
$
|
16,107
|
Other
|
|
|
28,283
|
|
|
21,106
|
|
|
$
|
42,452
|
|
$
|
37,213
|
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 4 – PROPERTY, PLANT AND EQUIPMENT
The major classifications of property, plant and equipment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 30, 2019
|
|
March 31, 2018
|
|
|
|
|
|
Assets Under
|
|
|
|
|
|
|
|
Assets Under
|
|
|
|
|
|
|
|
|
Capital Lease/
|
|
|
|
|
|
|
|
Capital Lease/
|
|
|
|
|
|
Assets
|
|
Financing
|
|
|
|
|
Assets
|
|
Financing
|
|
|
|
|
|
Owned
|
|
Obligations
|
|
Total
|
|
Owned
|
|
Obligations
|
|
Total
|
|
|
(Dollars in thousands)
|
Land
|
|
$
|
85,623
|
|
|
|
|
$
|
85,623
|
|
$
|
85,843
|
|
|
|
|
$
|
85,843
|
Buildings and improvements
|
|
|
243,651
|
|
$
|
194,137
|
|
|
437,788
|
|
|
232,109
|
|
$
|
171,288
|
|
|
403,397
|
Equipment, signage and fixtures
|
|
|
256,411
|
|
|
|
|
|
256,411
|
|
|
242,510
|
|
|
|
|
|
242,510
|
Vehicles
|
|
|
36,393
|
|
|
|
|
|
36,393
|
|
|
32,380
|
|
|
|
|
|
32,380
|
Construction-in-progress
|
|
|
10,563
|
|
|
|
|
|
10,563
|
|
|
3,734
|
|
|
|
|
|
3,734
|
|
|
|
632,641
|
|
|
194,137
|
|
|
826,778
|
|
|
596,576
|
|
|
171,288
|
|
|
767,864
|
Less - Accumulated
depreciation and amortization
|
|
|
326,602
|
|
|
59,595
|
|
|
386,197
|
|
|
304,762
|
|
|
46,433
|
|
|
351,195
|
|
|
$
|
306,039
|
|
$
|
134,542
|
|
$
|
440,581
|
|
$
|
291,814
|
|
$
|
124,855
|
|
$
|
416,669
|
Depreciation expense totaled $50.2 million, $44.3 million and $39.5 million for the fiscal years ended March 2019, 2018 and 2017, respectively.
Amortization expense recorded under capital leases and financing obligations and included in depreciation expense above totaled $15.0 million, $12.3 million and $9.5 million for the fiscal years ended March 2019, 2018 and 2017, respectively.
NOTE 5 – GOODWILL AND INTANGIBLE ASSETS
The changes in goodwill during fiscal 2019 and 2018 were as follows:
|
|
|
|
|
|
|
|
|
|
Dollars in thousands
|
Balance at March 25, 2017
|
|
$
|
501,736
|
Fiscal 2018 acquisitions
|
|
|
19,825
|
Adjustments to fiscal 2017 purchase accounting
|
|
|
1,331
|
Balance at March 31, 2018
|
|
|
522,892
|
Fiscal 2019 acquisitions
|
|
|
42,124
|
Adjustments to fiscal 2018 purchase accounting
|
|
|
487
|
Balance at March 30, 2019
|
|
$
|
565,503
|
The composition of other intangible assets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Fiscal March
|
|
|
2019
|
|
2018
|
|
|
Gross
|
|
|
|
|
Gross
|
|
|
|
|
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|
Accumulated
|
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
Amortization
|
|
|
(Dollars in thousands)
|
Customer lists
|
|
$
|
39,710
|
|
$
|
23,258
|
|
$
|
33,832
|
|
$
|
19,637
|
Favorable leases
|
|
|
30,315
|
|
|
11,049
|
|
|
27,656
|
|
|
9,470
|
Trade names
|
|
|
21,252
|
|
|
10,851
|
|
|
20,852
|
|
|
9,644
|
Franchise agreements
|
|
|
7,220
|
|
|
2,259
|
|
|
7,220
|
|
|
1,713
|
Other intangible assets
|
|
|
590
|
|
|
563
|
|
|
590
|
|
|
543
|
Total intangible assets
|
|
$
|
99,087
|
|
$
|
47,980
|
|
$
|
90,150
|
|
$
|
41,007
|
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Monro’s intangible assets are being amortized over their estimated useful lives. The weighted average useful lives of Monro’s intangible assets are approximately 10 years for customer lists, 13 years for favorable leases, 14 years for trade names, 13 years for franchise agreements and five years for other intangible assets.
Amortization of intangible assets, excluding amortization of favorable leases included in rent expense, during fiscal 2019, 2018 and 2017 totaled $5.3 million, $5.0 million and $5.1 million, respectively.
Estimated future amortization of intangible assets is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer lists/
|
|
|
|
|
|
Trade names/
|
|
|
|
|
|
Franchise agreements/
|
|
Favorable
|
Year Ending Fiscal March
|
|
Other
|
|
Leases
|
|
|
(Dollars in thousands)
|
2020
|
|
$
|
4,606
|
|
$
|
2,464
|
2021
|
|
|
3,701
|
|
|
2,430
|
2022
|
|
|
3,378
|
|
|
2,281
|
2023
|
|
|
3,123
|
|
|
2,156
|
2024
|
|
|
2,759
|
|
|
1,946
|
NOTE 6 – LONG-TERM DEBT, CAPITAL LEASES AND FINANCING OBLIGATIONS
Long-term debt, capital leases and financing obligations consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 30,
|
|
March 31,
|
|
|
2019
|
|
2018
|
|
|
(Dollars in thousands)
|
Revolving Credit Facility, LIBOR-based (a)
|
|
$
|
137,682
|
|
$
|
148,028
|
Note payable, non-interest bearing, due in equal installments through September 2019
|
|
|
40
|
|
|
80
|
Less – Current portion of long-term debt
|
|
|
(40)
|
|
|
(40)
|
Long-term debt
|
|
$
|
137,682
|
|
$
|
148,068
|
Obligations under capital leases and financing obligations at various
interest rates, due in installments through May 2049
|
|
$
|
260,278
|
|
$
|
246,169
|
Less – Current portion of capital leases and financing obligations
|
|
|
(22,189)
|
|
|
(18,949)
|
Long-term capital leases and financing obligations
|
|
$
|
238,089
|
|
$
|
227,220
|
_________________
|
(a)
|
|
The London Interbank Offered
Rate
(“LIBOR”) at March 30, 2019 was 2.5%.
|
In January 2016, we entered into a five-year $600 million revolving credit facility agreement with eight banks (the “Credit Facility”). The Credit Facility replaced a previous revolving credit facility. Interest only is payable monthly throughout the Credit Facility’s term. The borrowing capacity for the Credit Facility is up to $600 million, and includes an accordion feature permitting us to request an increase in availability of up to an additional $100 million. The Credit Facility bears interest at 75 to 175 basis points over LIBOR. The Credit Facility requires fees payable quarterly throughout the term between .15% and .35% of the amount of the average net availability under the Credit Facility during the preceding quarter. There was $137.7 million outstanding under the Credit Facility at March 30, 2019.
At March 30, 2019 and March 31, 2018, the interest rate spread paid by the Company was 125 basis points over LIBOR.
Within the Credit Facility, we have a sub-facility of $80 million for the purpose of issuing standby letters of credit. The line requires fees aggregating 87.5 to 187.5 basis points annually of the face amount of each standby letter of credit, payable quarterly in arrears. There was $31.4 million in an outstanding letter of credit at March 30, 2019.
The net availability under the Credit Facility at March 30, 2019 was $430.9 million.
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
On April 25, 2019, we amended and restated the Credit Facility (the “Amended Credit Facility”) to extend the term for another five years such that the Amended Credit Facility now expires on April 25, 2024. The Amended Credit Facility remains a $600 million revolving credit facility agreement with eight banks. The Amended Credit Facility increases our accordion feature permitting us to request an increase in availability of up to an additional $250 million, an increase of $150 million from the Credit Facility, and bears interest at 75 to 200 basis points over LIBOR.
Within the Amended Credit Facility, our sub-facility for the purposes of issuing standby letters of credit remains at $80 million. The line requires fees aggregating 87.5 to 212.5 basis points annually of the face amount of each standby letter of credit, payable quarterly in arrears.
Specific terms of the Amended Credit Facility permit the payment of cash dividends (with certain limitations), and permit mortgages and specific lease financing arrangements with other parties with certain limitations. Other specific terms and the maintenance of specified ratios are generally consistent with the Credit Facility. Additionally, the Amended Credit Facility is not secured by our real property, although we have agreed not to encumber our real property, with certain permissible exceptions.
We were in compliance with all debt covenants as of March 30, 2019.
Long-term debt had a carrying amount and a fair value of $137.7 million as of March 30, 2019, as compared to a carrying amount and a fair value of $148.1 million as of March 31, 2018. The fair value of long-term debt was estimated based on discounted cash flow analyses using either quoted market prices for the same or similar issues, or the current interest rates offered to Monro for debt with similar maturities.
In addition, we have financed certain store properties with capital leases/financing obligations, which amount to $260.3 million at March 30, 2019 and are due in installments through May 2049.
Aggregate debt maturities over the next five years are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Leases/
|
|
|
|
|
|
|
|
|
Financing Obligations
|
|
|
|
|
|
|
|
|
Aggregate
|
|
Imputed
|
|
All Other
|
|
|
|
Year Ending Fiscal March
|
|
Amount
|
|
Interest
|
|
Debt
|
|
Total
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020
|
|
$
|
43,034
|
|
$
|
(20,845)
|
|
$
|
40
|
|
$
|
22,229
|
2021
|
|
|
43,791
|
|
|
(19,216)
|
|
|
|
|
|
24,575
|
2022
|
|
|
43,459
|
|
|
(17,333)
|
|
|
|
|
|
26,126
|
2023
|
|
|
42,981
|
|
|
(15,100)
|
|
|
|
|
|
27,881
|
2024
|
|
|
37,733
|
|
|
(12,661)
|
|
|
|
|
|
25,072
|
NOTE 7 – REVENUE
Automotive undercar repair, tire sales and tire services represent the vast majority of our revenues. We also earn revenue from the sale of tire road hazard warranty agreements as well as commissions earned from the delivery of tires on behalf of certain tire vendors.
Revenue from automotive undercar repair, tire sales and tire services is recognized at the time the customers take possession of their vehicle or merchandise. For sales to certain customers that are financed through the offering of credit on account, payment terms are established for customers based on our pre-established credit requirements. Payment terms vary depending on the customer and generally range from 15 to 45 days. Based on the nature of receivables, no significant financing components exist. Sales are recorded net of discounts, sales incentives and rebates, sales taxes and estimated returns and allowances. We estimate the reduction to sales and cost of sales for returns based on current sales levels and our historical return experience. Such amounts are immaterial to our Consolidated Financial Statements.
Revenue from the sale of tire road hazard warranty agreements (included in the Tires product group in the table below) is initially deferred and is recognized over the contract period as costs are expected to be incurred in performing such services, typically 21 to 36 months. The amounts recorded for deferred revenue balances at March 30, 2019 and March 31, 2018 were $17.2 million, of which $12.1 million and $11.9 million, respectively, are reported in Deferred revenue and $5.1 million and $5.3 million, respectively, are reported in Other long-term liabilities in our Consolidated Balance Sheets.
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following table summarizes deferred revenue related to road hazard warranty agreements from March 31, 2018 to March 30, 2019:
|
|
|
|
|
|
|
|
|
|
Dollars in thousands
|
Balance at March 31, 2018
|
|
$
|
17,182
|
Deferral of revenue
|
|
|
16,702
|
Deferral of revenue from acquisitions
|
|
|
753
|
Recognition of revenue
|
|
|
(17,487)
|
Balance at March 30, 2019
|
|
$
|
17,150
|
We expect to recognize $12.1 million of deferred revenue related to road hazard warranty agreements during our fiscal year ending March 28, 2020, and $5.1 million of such deferred revenue thereafter.
Under various arrangements, we receive from certain tire vendors a delivery commission and reimbursement for the cost of the tire that we may deliver to customers on behalf of the tire vendor. The commission we earn from these transactions is as an agent and the net amount retained is recorded as sales. (Included in the Tires product group in the following table.)
The following table summarizes disaggregated revenue by product group:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Fiscal March
|
|
|
2019
|
|
2018
|
|
|
(Dollars in thousands)
|
Revenues:
|
|
|
|
|
|
|
Brakes
|
|
$
|
162,709
|
|
$
|
146,082
|
Exhaust
|
|
|
28,713
|
|
|
26,969
|
Steering
|
|
|
95,711
|
|
|
94,391
|
Tires
|
|
|
601,295
|
|
|
560,398
|
Maintenance
|
|
|
308,668
|
|
|
296,658
|
Other
|
|
|
3,134
|
|
|
3,317
|
Total
|
|
$
|
1,200,230
|
|
$
|
1,127,815
|
NOTE 8 – INCOME TAXES
The components of the provision for income taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Fiscal March
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(Dollars in thousands)
|
Current -
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
5,682
|
|
$
|
20,854
|
|
$
|
22,040
|
State
|
|
|
2,409
|
|
|
3,180
|
|
|
2,422
|
|
|
|
8,091
|
|
|
24,034
|
|
|
24,462
|
Deferred -
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
11,563
|
|
|
15,153
|
|
|
10,120
|
State
|
|
|
954
|
|
|
332
|
|
|
1,136
|
|
|
|
12,517
|
|
|
15,485
|
(a)
|
|
11,256
|
Total
|
|
$
|
20,608
|
|
$
|
39,519
|
|
$
|
35,718
|
_________________
|
(a)
|
|
For fiscal 2018, includes $4.7 million related to the Tax Cuts and Jobs Act of 2017 (“Tax Act”).
|
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
On December 22, 2017, the Tax Act was signed into law. The Tax Act made broad and complex changes to U.S. federal corporate income taxation. Additionally, in December 2017, the Securities and Exchange Commission (“SEC”) issued guidance under Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act,” allowing taxpayers to record provisional amounts for reasonable estimates when they did not have the necessary information available, prepared or analyzed in reasonable detail to complete their accounting for certain income tax effects of the Tax Act. In accordance with this guidance, we recorded a provisional net income tax expense of approximately $4.7 million for the year ended March 31, 2018. This amount is primarily from the remeasurement of our net deferred tax assets to reflect the new, lower U.S. federal corporate income tax rate.
For the third quarter of fiscal 2019, we completed our accounting for the impact of the Tax Act. We did not record any material adjustments to provisional amounts previously recorded.
Deferred tax (liabilities) assets consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 30,
|
|
March 31,
|
|
|
2019
|
|
2018
|
|
|
(Dollars in thousands)
|
Goodwill
|
|
$
|
(39,020)
|
|
$
|
(32,290)
|
Other
|
|
|
(429)
|
|
|
(645)
|
Total deferred tax liabilities
|
|
|
(39,449)
|
|
|
(32,935)
|
Property and equipment
|
|
|
19,723
|
|
|
25,056
|
Insurance reserves
|
|
|
9,071
|
|
|
6,769
|
Warranty and other reserves
|
|
|
3,360
|
|
|
2,978
|
Loss carryforwards
|
|
|
2,507
|
|
|
1,963
|
Other
|
|
|
6,954
|
|
|
7,644
|
Total deferred tax assets
|
|
|
41,615
|
|
|
44,410
|
Net deferred tax assets
|
|
$
|
2,166
|
|
$
|
11,475
|
We have $6.3 million of state net operating loss carryforwards available as of March 30, 2019. The state net operating loss carryforwards expire in varying amounts through 2039. Based on all available evidence, we have determined that it is more likely than not that sufficient taxable income of the appropriate character within the carryforward period will exist for the realization of the tax benefits on existing state net operating loss carryforwards.
We believe it is more likely than not that all other future tax benefits will be realized as a result of current and future income.
A reconciliation between the U.S. federal statutory tax rate and the effective tax rate reflected in the accompanying financial statements is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Fiscal March
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
|
(Dollars in thousands)
|
Federal income tax based on
statutory tax rate applied
to income before taxes (a)
|
|
$
|
21,076
|
|
21.0
|
|
$
|
32,692
|
|
31.6
|
|
$
|
34,035
|
|
35.0
|
State income tax, net of
federal income tax benefit
|
|
|
2,767
|
|
2.8
|
|
|
2,218
|
|
2.1
|
|
|
2,700
|
|
2.8
|
Tax Act (b)
|
|
|
—
|
|
—
|
|
|
4,707
|
|
4.5
|
|
|
—
|
|
—
|
Tax settlements and adjustments
|
|
|
(1,864)
|
|
(1.9)
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
Other
|
|
|
(1,371)
|
|
(1.4)
|
|
|
(98)
|
|
—
|
|
|
(1,017)
|
|
(1.1)
|
|
|
$
|
20,608
|
|
20.5
|
|
$
|
39,519
|
|
38.2
|
|
$
|
35,718
|
|
36.7
|
_________________
|
(a)
|
|
For
fiscal 2018, represents the blended rate of 35% for 9/12 of the year and 21% for 3/12 of the year.
|
|
(b)
|
|
Represents
the net discrete adjustment to income tax expense primarily from the remeasurement of our net deferred tax assets at the lower U.S. corporate income tax rate.
|
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following is a rollforward of Monro’s liability for income taxes associated with unrecognized tax benefits:
|
|
|
|
|
|
|
|
|
|
Dollars in thousands
|
Balance at March 26, 2016
|
|
$
|
6,929
|
Tax positions related to current year:
|
|
|
|
Additions
|
|
|
981
|
Reductions
|
|
|
—
|
Tax positions related to prior years:
|
|
|
|
Additions
|
|
|
66
|
Reductions
|
|
|
(352)
|
Settlements
|
|
|
—
|
Lapses in statutes of limitations
|
|
|
(732)
|
Balance at March 25, 2017
|
|
|
6,892
|
Tax positions related to current year:
|
|
|
|
Additions
|
|
|
447
|
Reductions
|
|
|
—
|
Tax positions related to prior years:
|
|
|
|
Additions
|
|
|
—
|
Reductions
|
|
|
(342)
|
Settlements
|
|
|
—
|
Lapses in statutes of limitations
|
|
|
(788)
|
Balance at March 31, 2018
|
|
|
6,209
|
Tax positions related to current year:
|
|
|
|
Additions
|
|
|
1,178
|
Reductions
|
|
|
—
|
Tax positions related to prior years:
|
|
|
|
Additions
|
|
|
166
|
Reductions
|
|
|
(6)
|
Settlements
|
|
|
—
|
Lapses in statutes of limitations
|
|
|
(1,123)
|
Balance at March 30, 2019
|
|
$
|
6,424
|
The total amount of unrecognized tax benefits was $6.4 million and $6.2 million at March 30, 2019 and March 31, 2018, respectively, the majority of which, if recognized, would affect the effective tax rate.
In the normal course of business, Monro provides for uncertain tax positions and the related interest and penalties, and adjusts its unrecognized tax benefits and accrued interest and penalties and, accordingly, we had approximately $.4 million of interest and penalties associated with uncertain tax benefits accrued as of March 30, 2019 and March 31, 2018.
We file U.S. federal income tax returns and income tax returns in various state jurisdictions. Monro’s fiscal 2018 U.S. federal tax year and various state tax years remain subject to income tax examinations by tax authorities.
NOTE 9 – STOCK OWNERSHIP
Holders of at least 60% of the Class C preferred stock must approve any action authorized by the holders of Common Stock. In addition, there are certain restrictions on the transferability of shares of Class C preferred stock. In the event of a liquidation, dissolution or winding-up of Monro, the holders of the Class C preferred stock would be entitled to receive $1.50 per share out of the assets of Monro before any amount would be paid to holders of Common Stock. The conversion value of the Class C convertible preferred stock was $.064 per share at March 30, 2019 and March 31, 2018.
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 10 – SHARE BASED COMPENSATION
We have a long-term incentive plan whereby eligible employees and non-employee directors may be granted non-qualified service condition stock options, non-qualified market condition stock options, restricted stock awards and restricted stock units. We grant stock-based awards to continue to attract and retain employees and to better align employees’ interests with those of our shareholders. Monro issues new shares of Common Stock upon the exercise of stock options. Total stock-based compensation expense included in cost of sales and selling, general and administrative expenses in Monro’s Consolidated Statements of Comprehensive Income for the fiscal years ended March 30, 2019, March 31, 2018 and March 25, 2017 was $4.0 million, $2.9 million and $2.5 million, respectively, and the related income tax benefit for each fiscal year was $1.0 million. As of March 30, 2019, the total unrecognized compensation expense related to all unvested stock-based awards was $5.9 million and is expected to be recognized over a weighted average period of approximately two years.
Monro currently grants stock option awards and restricted stock under the 2007 Incentive Stock Option Plan (the “2007 Plan”). The 2007 Plan was authorized by the Board of Directors in June 2007, initially reserving 873,000 shares (as retroactively adjusted for stock splits) of Common Stock for issuance to eligible employees and all non-employee directors. The 2007 Plan was approved by shareholders in August 2007 and was later amended and restated in August 2017. At March 30, 2019, there were a total of 5,001,620 shares authorized for grant under the 2007 Plan (as retroactively adjusted for stock splits), including the shares transferred from previous plans. There were 990,930 shares available for grant at March 30, 2019.
Non-Qualified Stock Options
Generally, employee options vest over a four year period, and have a duration of six to ten years. Outstanding options are exercisable for various periods through March 2025. Assumptions used to estimate compensation expense are determined as follows:
|
·
|
|
Expected
life of an award is based on historical experience and on the terms and conditions of the stock awards granted to employees;
|
|
·
|
|
Expected
volatility is measured using historical changes in the market price of Monro’s Common Stock;
|
|
·
|
|
Risk-
free
interest rate is equivalent to the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards;
|
|
·
|
|
Forfeitures
are based substantially on the history of cancellations of similar awards granted by Monro in prior years; and
|
|
·
|
|
Dividend
yield is based on historical experience and expected future changes.
|
The fair values of the service condition options granted were estimated on the date of their grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Fiscal March
|
|
|
2019
|
|
2018
|
|
2017
|
Risk-free interest rate
|
|
2.81
|
%
|
|
1.78
|
%
|
|
1.20
|
%
|
Expected life, in years
|
|
4
|
|
|
4
|
|
|
4
|
|
Expected volatility
|
|
28.3
|
%
|
|
26.1
|
%
|
|
25.9
|
%
|
Expected dividend yield
|
|
1.24
|
%
|
|
1.49
|
%
|
|
1.10
|
%
|
In fiscal 2018, Monro granted 100,000 options with a market condition vesting and such market condition options granted were estimated on the date of their grant using the Monte Carlo option-pricing model with the following weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
Fiscal March
|
|
|
|
|
|
|
2018
|
Risk-free interest rate
|
|
|
|
|
|
|
|
1.65
|
%
|
Expected life, in years
|
|
|
|
|
|
|
|
4
|
|
Expected volatility
|
|
|
|
|
|
|
|
29.4
|
%
|
Expected dividend yield
|
|
|
|
|
|
|
|
1.53
|
%
|
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Monro did not grant any options with a market condition vesting in fiscal 2019.
The weighted average fair value of options granted during fiscal 2019, 2018 and 2017 was $15.44, $8.84 and $12.17, respectively. A summary of changes in outstanding stock options is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
Average
|
|
|
|
|
Exercise
|
|
Options
|
|
|
Price
|
|
Outstanding
|
At March 26, 2016
|
|
$
|
41.75
|
|
1,188,791
|
Granted
|
|
$
|
62.01
|
|
232,560
|
Exercised
|
|
$
|
31.61
|
|
(485,660)
|
Canceled
|
|
$
|
61.20
|
|
(39,347)
|
At March 25, 2017
|
|
$
|
51.67
|
|
896,344
|
Granted
|
|
$
|
48.12
|
|
546,080
|
Exercised
|
|
$
|
35.00
|
|
(170,354)
|
Canceled
|
|
$
|
60.87
|
|
(64,092)
|
At March 31, 2018
|
|
$
|
51.95
|
|
1,207,978
|
Granted
|
|
$
|
65.32
|
|
123,627
|
Exercised
|
|
$
|
50.75
|
|
(331,182)
|
Canceled
|
|
$
|
58.12
|
|
(125,518)
|
At March 30, 2019
|
|
$
|
55.45
|
|
874,905
|
The total shares exercisable at March 30, 2019, March 31, 2018 and March 25, 2017 were 405,245, 495,573 and 563,109, respectively. The weighted average exercise price of all shares exercisable at March 30, 2019 was $56.50.
The weighted average contractual term of all options outstanding at March 30, 2019 and March 31, 2018 was 3.9 years and 3.8 years, respectively. The aggregate intrinsic value of all options (the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the option) outstanding at March 30, 2019 and March 31, 2018 was $26.6 million and $5.2 million, respectively.
The weighted average contractual term of all options exercisable at March 30, 2019 and March 31, 2018 was 3.2 years and 2.0 years, respectively. The aggregate intrinsic value of all options exercisable at March 30, 2019 and March 31, 2018 was $12.2 million and $2.2 million, respectively.
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
A summary of the status of and changes in non-vested stock options granted is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
Average
|
|
|
|
|
Grant-Date
|
|
|
|
|
Fair Value
|
|
|
Options
|
|
(per Option)
|
Non-vested at March 26, 2016
|
|
399,369
|
|
$
|
11.26
|
Granted
|
|
232,560
|
|
$
|
12.17
|
Vested
|
|
(266,112)
|
|
$
|
10.48
|
Canceled
|
|
(32,582)
|
|
$
|
12.79
|
Non-vested at March 25, 2017
|
|
333,235
|
|
$
|
12.37
|
Granted
|
|
546,080
|
|
$
|
8.84
|
Vested
|
|
(119,445)
|
|
$
|
12.04
|
Canceled
|
|
(47,465)
|
|
$
|
12.53
|
Non-vested at March 31, 2018
|
|
712,405
|
|
$
|
9.72
|
Granted
|
|
123,627
|
|
$
|
15.44
|
Vested
|
|
(314,054)
|
|
$
|
8.94
|
Canceled
|
|
(52,318)
|
|
$
|
12.30
|
Non-vested at March 30, 2019
|
|
469,660
|
|
$
|
11.46
|
The following table summarizes information about stock options outstanding at March 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|
|
|
|
Weighted
|
|
Weighted
|
|
|
|
Weighted
|
|
|
|
|
Average
|
|
Average
|
|
Shares
|
|
Average
|
Range of
|
|
Shares
|
|
Remaining
|
|
Exercise
|
|
Under
|
|
Exercise
|
Exercise Prices
|
|
Under Option
|
|
Life
|
|
Price
|
|
Option
|
|
Price
|
$18.05 - $46.99
|
|
16,832
|
|
1.77
|
|
$
|
43.41
|
|
11,582
|
|
$
|
42.74
|
$47.00 - $48.28
|
|
333,437
|
|
4.37
|
|
$
|
47.26
|
|
106,556
|
|
$
|
47.22
|
$48.29 - $60.97
|
|
230,118
|
|
3.18
|
|
$
|
54.69
|
|
118,432
|
|
$
|
54.67
|
$60.98 - $85.16
|
|
294,518
|
|
3.96
|
|
$
|
66.01
|
|
168,675
|
|
$
|
64.60
|
During the fiscal years ended March 30, 2019, March 31, 2018 and March 25, 2017, the fair value of awards vested under Monro’s stock plans was $2.8 million, $1.4 million and $2.8 million, respectively.
The aggregate intrinsic value is based on Monro’s closing stock price of $86.52, $53.60 and $52.15 as of the last trading day of the periods ended March 30, 2019, March 31, 2018 and March 25, 2017, respectively. The aggregate intrinsic value of options exercised during the fiscal years ended March 30, 2019, March 31, 2018 and March 25, 2017 was $7.4 million, $2.8 million and $13.3 million, respectively.
Cash received from option exercises under all stock option plans was $14.6 million, $4.8 million and $3.5 million for the fiscal years ended March 30, 2019, March 31, 2018 and March 25, 2017, respectively. The actual tax benefit realized for the tax deductions from option exercises was $1.0 million, $.5 million and $3.5 million for the fiscal years ended March 30, 2019, March 31, 2018 and March 25, 2017, respectively.
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Restricted Stock
Monro issues restricted stock to certain members of senior management as well as non-employee directors of the Company. Restricted stock units represent shares issued upon vesting in the future whereas restricted stock awards represent shares issued upon grant that are restricted. The fair value for restricted stock units and restricted stock awards is calculated based on the stock price on the date of grant. Restricted stock units do not have voting rights but earn dividends during the vesting period. The recipients of the restricted stock awards have voting rights and earn dividends during the vesting period. The dividends are paid to the recipient at the time the restricted stock becomes vested. If the recipient leaves Monro prior to the vesting date for any reason, the shares of restricted stock and the dividends accrued on those shares will be forfeited and returned to Monro. The restricted stock units and awards vest equally over three or four years. In fiscal 2019, the Company issued a limited number of restricted stock units to members of senior management which may vest upon the achievement of a three-year average return on invested capital target.
The following table summarizes restricted stock activity for the year ended March 30, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair
Value per Share
|
|
Weighted
Average
Remaining
Vesting Period
(in years)
|
Non-vested as of March 31, 2018
|
|
61,875
|
|
$
|
47.59
|
|
|
Granted
|
|
17,572
|
|
$
|
67.80
|
|
|
Vested
|
|
(20,386)
|
|
$
|
47.53
|
|
|
Forfeited
|
|
(835)
|
|
$
|
57.45
|
|
|
Non-vested as of March 30, 2019
|
|
58,226
|
|
$
|
53.57
|
|
1.69
|
The aggregate intrinsic value is based on Monro’s closing stock price of $86.52 and $53.60 as of the last trading day of the periods ended March 30, 2019 and March 31, 2018, respectively. The aggregate intrinsic value of non-vested restricted stock as of March 30, 2019 and March 31, 2018 was $5.0 million and $3.3 million, respectively.
NOTE 11 – EARNINGS PER COMMON SHARE
The following is a reconciliation of basic and diluted earnings per common share for the respective years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Fiscal March
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(Amounts in thousands, except per share data)
|
Numerator for earnings per common share calculation:
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
$
|
79,752
|
|
$
|
63,935
|
|
$
|
61,526
|
Less: Preferred stock dividends
|
|
|
(408)
|
|
|
(368)
|
|
|
(447)
|
Income available to common stockholders
|
|
$
|
79,344
|
|
$
|
63,567
|
|
$
|
61,079
|
Denominator for earnings per common share calculation:
|
|
|
|
|
|
|
|
|
|
Weighted average common shares, basic
|
|
|
32,980
|
|
|
32,767
|
|
|
32,413
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
Preferred stock
|
|
|
510
|
|
|
510
|
|
|
675
|
Stock options
|
|
|
154
|
|
|
56
|
|
|
213
|
Restricted stock
|
|
|
31
|
|
|
8
|
|
|
—
|
Weighted average common shares, diluted
|
|
|
33,675
|
|
|
33,341
|
|
|
33,301
|
Basic earnings per common share:
|
|
$
|
2.41
|
|
$
|
1.94
|
|
$
|
1.88
|
Diluted earnings per common share:
|
|
$
|
2.37
|
|
$
|
1.92
|
|
$
|
1.85
|
The computation of diluted earnings per common share for fiscal 2019, 2018 and 2017 excludes the effect of assumed exercise of approximately 146,000, 1,091,000 and 304,000 of stock options, respectively, as the exercise price of these options was greater than the average market value of our common stock for those periods, resulting in an anti-dilutive effect on diluted earnings per common share.
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 12 – OPERATING LEASES
We lease various facilities under non-cancellable lease agreements which expire at various dates through fiscal 2041. In addition to stated minimum payments, certain real estate leases have provisions for contingent rentals when retail sales exceed specified levels. Generally, the leases provide for renewal for various periods at stipulated rates. Most of the facilities’ leases require payment of property taxes, insurance and maintenance costs in addition to rental payments, and several provide an option to purchase the property at the end of the lease term.
In recent years, we have entered into agreements for the sale-leaseback of certain stores. Realized gains are deferred and are credited to income as rent expense adjustments over the lease terms. We have lease renewal options under the real estate agreements at projected future fair market values.
Future minimum payments required under non-cancellable leases (including closed stores) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less -
|
|
|
|
|
|
|
|
|
Sublease
|
|
|
|
Year Ending Fiscal March
|
|
Leases
|
|
Income
|
|
Net
|
|
|
(Dollars in thousands)
|
2020
|
|
$
|
33,225
|
|
$
|
(96)
|
|
$
|
33,129
|
2021
|
|
|
28,819
|
|
|
(102)
|
|
|
28,717
|
2022
|
|
|
23,552
|
|
|
(93)
|
|
|
23,459
|
2023
|
|
|
17,949
|
|
|
(81)
|
|
|
17,868
|
2024
|
|
|
11,488
|
|
|
(62)
|
|
|
11,426
|
Thereafter
|
|
|
33,614
|
|
|
(54)
|
|
|
33,560
|
Total
|
|
$
|
148,647
|
|
$
|
(488)
|
|
$
|
148,159
|
Rent expense under operating leases, net of sublease income,
totaled $38.0 million, $38.9 million and $38.6 million in
fiscal 2019, 2018 and 2017
, respectively, including contingent rentals. Sublease income totaled $.1 million in
each of fiscal 2019, 2018 and 2017
.
NOTE 13 – EMPLOYEE RETIREMENT AND PROFIT SHARING PLANS
We sponsor a noncontributory defined benefit pension plan for Monro employees and the former Kimmel Automotive, Inc. employees. In fiscal 2005, the previously separate Monro and Kimmel pension plans were merged. The merged plan provides benefits to certain full-time employees who were employed with Monro and with Kimmel prior to April 2, 1998 and May 15, 2001, respectively.
Effective as of those dates, each company’s Board of Directors approved plan amendments whereby the benefits of each of the defined benefit plans would be frozen and the plans would be closed to new participants. Prior to these amendments, coverage under the plans began after employees completed one year of service and attained age 21. Benefits under both plans, and now the merged plan, are based primarily on years of service and employees’ pay near retirement. The funding policy for Monro’s merged plan is consistent with the funding requirements of U.S. federal law and regulations. The measurement date used to determine the pension plan measurements disclosed herein is March 31 for both 2019 and 2018.
The (underfunded)/funded status of Monro’s defined benefit plan is recognized as an other long-term liability/other non-current asset in the Consolidated Balance Sheets as of March 30, 2019 and March 31, 2018, respectively.
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The (underfunded)/funded status of the plan is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal March
|
|
|
2019
|
|
2018
|
|
|
(Dollars in thousands)
|
Change in Plan Assets:
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
|
$
|
20,629
|
|
$
|
20,702
|
Actual return on plan assets
|
|
|
929
|
|
|
631
|
Benefits paid
|
|
|
(720)
|
|
|
(704)
|
Fair value of plan assets at end of year
|
|
|
20,838
|
|
|
20,629
|
Change in Projected Benefit Obligation:
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
|
|
20,606
|
|
|
20,405
|
Interest cost
|
|
|
781
|
|
|
796
|
Actuarial loss
|
|
|
305
|
|
|
109
|
Benefits paid
|
|
|
(720)
|
|
|
(704)
|
Benefit obligation at end of year
|
|
|
20,972
|
|
|
20,606
|
(Underfunded)/funded status of plan
|
|
$
|
(134)
|
|
$
|
23
|
The projected and accumulated benefit obligations were equivalent at March 31 for both 2019 and 2018.
Amounts recognized in accumulated other comprehensive loss consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Fiscal March
|
|
|
2019
|
|
2018
|
|
|
(Dollars in thousands)
|
Unamortized transition obligation
|
|
$
|
0
|
|
$
|
0
|
Unamortized prior service cost
|
|
|
0
|
|
|
0
|
Unamortized net loss
|
|
|
6,057
|
|
|
5,675
|
Total
|
|
$
|
6,057
|
|
$
|
5,675
|
Changes in plan assets and benefit obligations recognized in other comprehensive (loss) income consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Fiscal March
|
|
|
2019
|
|
2018
|
|
|
(Dollars in thousands)
|
Net transition obligation
|
|
$
|
0
|
|
$
|
0
|
Prior service cost
|
|
|
0
|
|
|
0
|
Net actuarial loss
|
|
|
(382)
|
|
|
(558)
|
Total
|
|
$
|
(382)
|
|
$
|
(558)
|
Pension income included the following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Fiscal March
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(Dollars in thousands)
|
Interest cost on projected benefit obligation
|
|
$
|
781
|
|
$
|
796
|
|
$
|
806
|
Expected return on plan assets
|
|
|
(1,409)
|
|
|
(1,416)
|
|
|
(1,332)
|
Amortization of unrecognized actuarial loss
|
|
|
403
|
|
|
336
|
|
|
524
|
Net pension income
|
|
$
|
(225)
|
|
$
|
(284)
|
|
$
|
(2)
|
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The weighted-average assumptions used to determine benefit obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Fiscal March
|
|
|
2019
|
|
2018
|
Discount rate
|
|
3.72
|
%
|
|
3.89
|
%
|
The weighted-average assumptions used to determine net periodic pension costs are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Fiscal March
|
|
|
2019
|
|
2018
|
|
2017
|
Discount rate
|
|
3.89
|
%
|
|
3.98
|
%
|
|
3.83
|
%
|
Expected long-term return on assets
|
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
The expected long-term rate of return on plan assets is established based upon assumptions related to historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio.
The investment strategy of the plan is to conservatively manage the assets in order to meet the plan’s long-term obligations while maintaining sufficient liquidity to pay current benefits. This is achieved by holding equity investments while investing a portion of assets in long duration bonds to match the long-term nature of the liabilities. Monro’s general target allocation for the plan is approximately 40% fixed income and 60% equity securities.
Monro’s asset allocations, by asset category, are as follows at the end of each year:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 30,
|
|
March 31,
|
|
|
2019
|
|
2018
|
Cash and cash equivalents
|
|
1.8
|
%
|
|
1.3
|
%
|
Fixed income
|
|
38.5
|
%
|
|
39.3
|
%
|
Equity securities
|
|
59.7
|
%
|
|
59.4
|
%
|
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following tables provide fair value measurement information for Monro’s major categories of defined benefit plan assets at March 30, 2019 and March 31, 2018, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at March 30, 2019 Using
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
in Active
|
|
Significant
|
|
|
|
|
|
|
|
|
Markets for
|
|
Other
|
|
Significant
|
|
|
|
|
|
Identical
|
|
Observable
|
|
Unobservable
|
|
|
|
|
|
Assets
|
|
Inputs
|
|
Inputs
|
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
(Dollars in thousands)
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. companies
|
|
$
|
9,179
|
|
$
|
8,825
|
|
$
|
354
|
|
|
|
International companies
|
|
|
3,256
|
|
|
3,256
|
|
|
|
|
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. corporate bonds
|
|
|
7,888
|
|
|
|
|
|
7,888
|
|
|
|
International bonds
|
|
|
138
|
|
|
|
|
|
138
|
|
|
|
Cash equivalents
|
|
|
377
|
|
|
|
|
|
377
|
|
|
|
Total
|
|
$
|
20,838
|
|
$
|
12,081
|
|
$
|
8,757
|
|
|
|
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at March 31, 2018 Using
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
in Active
|
|
Significant
|
|
|
|
|
|
|
|
|
Markets for
|
|
Other
|
|
Significant
|
|
|
|
|
|
Identical
|
|
Observable
|
|
Unobservable
|
|
|
|
|
|
Assets
|
|
Inputs
|
|
Inputs
|
|
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
|
(Dollars in thousands)
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. companies
|
|
$
|
8,062
|
|
$
|
7,785
|
|
$
|
277
|
|
|
|
International companies
|
|
|
4,186
|
|
|
4,186
|
|
|
|
|
|
|
Fixed income:
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. corporate bonds
|
|
|
7,505
|
|
|
|
|
|
7,505
|
|
|
|
International bonds
|
|
|
614
|
|
|
|
|
|
614
|
|
|
|
Cash equivalents
|
|
|
262
|
|
|
|
|
|
262
|
|
|
|
Total
|
|
$
|
20,629
|
|
$
|
11,971
|
|
$
|
8,658
|
|
|
|
There are no required or expected contributions in fiscal 2020 to the plan.
The following pension benefit payments are expected to be paid:
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
Fiscal March
|
|
|
(Dollars in thousands)
|
2020
|
|
$
|
1,033
|
2021
|
|
|
1,083
|
2022
|
|
|
1,138
|
2023
|
|
|
1,170
|
2024
|
|
|
1,171
|
2025 - 2029
|
|
|
6,254
|
We have a 401(k)/Profit Sharing Plan that covers full-time employees who meet the age and service requirements of the plan. We make matching contributions consistent with the provisions of the plan. Charges to expense for our matching contributions for fiscal 2019, 2018 and 2017 amounted to approximately $1.4 million, $1.0 million and $.8 million, respectively. We may also make annual profit sharing contributions to the plan at the discretion of Monro’s Compensation Committee.
We have a deferred compensation plan (the “Deferred Compensation Plan”) to provide an opportunity for additional tax-deferred savings to a select group of management or highly compensated employees. The Deferred Compensation Plan permits participants to defer all or any portion of the compensation that would otherwise be payable to them for the calendar year. In addition, Monro will credit to the participants’ accounts such amounts as would have been contributed to Monro’s 401(k)/Profit Sharing Plan but for the limitations that are imposed under the Internal Revenue Code based upon the participants’ status as highly compensated employees. We may also make such additional discretionary allocations as are determined by the Compensation Committee. The Deferred Compensation Plan is an unfunded arrangement and the participants or their beneficiaries have an unsecured claim against the general assets of Monro to the extent of their Deferred Compensation Plan benefits. We maintain accounts to reflect the amounts owed to each participant. At least annually, the accounts are credited with earnings or losses calculated on the basis of an interest rate or other formula as determined by Monro’s Compensation Committee. The total liability recorded in our financial statements at March 30, 2019 and March 31, 2018 related to the Deferred Compensation Plan was approximately $2.0 million and $2.1 million, respectively.
NOTE 14 – RELATED PARTY TRANSACTIONS
We are currently a party to six leases for certain facilities where the lessor is a former officer of Monro or a family member of such former officer, or such former officer or family member has an interest in entities that are lessors. The payments under such operating and capital leases amounted to $.8 million for fiscal years 2019, 2018 and 2017, respectively. These payments are comparable to rents paid to unrelated parties. No amounts were payable at March 30, 2019 or March 31, 2018. No related party leases exist, other than these six leases, and no new leases are contemplated.
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 15 – SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Significant Non-cash Investing and Financing Activities
In connection with the accounting for capital leases and financing obligations, we increased both property, plant and equipment and capital leases and financing obligations by approximately $14.6 million, $19.2 million and $14.2 million for the years ended March 30, 2019, March 31, 2018 and March 25, 2017, respectively.
Interest and Taxes Paid
The following table sets forth the cash paid for interest and income taxes for the years ended March 30, 2019, March 31, 2018 and March 25, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended Fiscal March
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
(Dollars in thousands)
|
Cash paid during the year:
|
|
|
|
|
|
|
|
|
|
Interest, net
|
|
$
|
25,422
|
|
$
|
22,808
|
|
$
|
18,385
|
Income taxes, net
|
|
$
|
9,680
|
|
$
|
25,214
|
|
$
|
24,778
|
NOTE 16 – COMMITMENTS AND CONTINGENCIES
Commitments
Payments due by period under long-term debt, other financing instruments and commitments are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Within
|
|
2 to
|
|
4 to
|
|
After
|
|
|
Total
|
|
1 Year
|
|
3 Years
|
|
5 Years
|
|
5 Years
|
|
|
(Dollars in thousands)
|
Principal payments on long-term debt
|
|
$
|
137,722
|
|
$
|
40
|
|
|
|
|
|
|
|
$
|
137,682
|
Capital lease commitments/financing obligations
|
|
|
260,278
|
|
|
22,189
|
|
$
|
50,701
|
|
$
|
52,953
|
|
|
134,435
|
Operating lease commitments
|
|
|
148,159
|
|
|
33,129
|
|
|
52,176
|
|
|
29,294
|
|
|
33,560
|
Other liabilities
|
|
|
2,733
|
|
|
800
|
|
|
1,600
|
|
|
333
|
|
|
|
Total
|
|
$
|
548,892
|
|
$
|
56,158
|
|
$
|
104,477
|
|
$
|
82,580
|
|
$
|
305,677
|
We believe that we can fulfill our contractual commitments utilizing our cash flow from operations and, if necessary, bank financing.
Contingencies
On December 13, 2017, the Company settled a litigation matter entitled Ellersick, et.al. v. Monro Muffler Brake, Inc. and Monro Service Corporation (U.S. District Court, Western District of New York), together with related matters, which were first instituted in September 2010, regarding current and former Company technicians and assistant managers who alleged violations of the Fair Labor Standards Act and various state laws relating to, among other things, overtime and unpaid wages. The settlement amount of $1,950,000 is included within operating, selling, general and administrative expenses in the Company’s Consolidated Financial Statements for fiscal 2018. Such settlement amount was estimated by the Company to be less than the legal fees and expenses that the Company believed it would have likely incurred in connection with defending such matter during the twelve month period following settlement.
We are currently a party to various claims and legal proceedings incidental to the conduct of our business. If management believes that a loss arising from any of these matters is probable and can reasonably be estimated, we will record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Litigation is subject to inherent uncertainties, and unfavorable rulings could occur and may include monetary damages. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which any such ruling occurs, or in future periods. However, based on currently available information, management believes that the ultimate outcome of any of these matters, individually and in the aggregate, will not have a material adverse effect on our financial position, results of operations or cash flows.
Table of Contents
MONRO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
NOTE 17 – SUBSEQUENT EVENTS
On April 25, 2019, we entered into the Amended Credit Facility to extend the term of the existing Credit Facility for another five years such that the Amended Credit Facility now expires on April 25, 2024. See Note 6 for additional information.
In May 2019, Monro’s Board of Directors declared a regular quarterly cash dividend of $.22 per share or share equivalent to be paid to shareholders of record as of June 3, 2019. The dividend will be paid on June 17, 2019.
See Note 2 for a discussion of acquisitions subsequent to March 30, 2019.