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Acquisitions

12 Months Ended

Mar. 30, 2013

NOTE 2 – ACQUISITIONS

Monro's acquisitions are strategic moves in our plan to fill in and expand our presence in our existing and contiguous markets, and leverage fixed operating costs such as distribution and advertising.

Fiscal 2013

During fiscal 2013, we acquired the following businesses for an aggregate purchase price of $163.6 million. The acquisitions were financed through our existing credit facility. The results of operations for these acquisitions are included in Monro's financial results from the respective acquisition dates.

On December 30, 2012, we acquired 12 retail tire and automotive repair stores located in Ohio from Enger Auto Service Mentor, Inc. These stores produced approximately $9 million in net sales for their previous full fiscal year based on unaudited pre-acquisition historical information. These stores operate under the Mr. Tire name.
On December 30, 2012, we acquired nine retail tire and automotive repair stores located in North Carolina from Tire King of Durham, Inc. These stores produced approximately $11 million in net sales in their previous 12 months based on unaudited pre-acquisition historical information. These stores operate under the Mr. Tire name.
On December 16, 2012, we acquired 27 retail tire and automotive repair stores located in Indiana and Kentucky and a wholesale operation and warehouse in Kentucky from Ken Towery's Auto Care of Kentucky, Inc. and Ken Towery's Auto Care of Indiana, Inc. These stores and the wholesale operation produced approximately $54 million in net sales in their previous 12 months based on unaudited pre-acquisition historical information. These retail stores operate under the Ken Towery Tire and AutoCare name and the wholesale operation operates under the America's Best Tires name.
On November 18, 2012, we acquired 31 retail tire stores located in Indiana, Tennessee and Illinois from Everybody's Oil Corporation. These stores produced approximately $64 million in net sales for their previous full fiscal year based on audited pre-acquisition historical information. These stores operate under the Tire Barn Warehouse name.
On October 14, 2012, we acquired one retail tire and automotive repair store located in Massachusetts from Brothers Tire, Inc. This store produced approximately $1 million in net sales in its previous 12 months based on unaudited pre-acquisition historical information. This store operates under the Monro brand name.
On October 7, 2012, we acquired five retail tire and automotive repair stores located in New York from Chesley Co. Inc., a former Midas franchisee. These stores produced approximately $3 million in net sales in their previous 12 months based on unaudited pre-acquisition historical information. These stores operate under the Mr. Tire and Monro brand names.
On August 12, 2012, we acquired 17 retail tire and automotive repair stores located in Wisconsin and South Carolina from Tuffy Associates Corp. These stores produced approximately $9 million in annualized net sales in their previous 12 months based on unaudited pre-acquisition historical information. These retail tire and automotive repair stores operate under the Monro and Tread Quarters brand names.
On June 3, 2012, we acquired 18 retail tire and automotive repair stores located in North Carolina from Colony Tire Corporation. These stores produced approximately $25 million in net sales for their previous full fiscal year based on unaudited pre-acquisition historical information. These stores operate primarily under the Mr. Tire name.
On April 1, 2012, we acquired 20 retail tire and automotive repair stores located in Virginia from Kramer Tire Co. These stores produced approximately $25 million in net sales for their previous full fiscal year based on audited pre-acquisition historical information. These stores operate primarily under the Tread Quarters name. As part of the Kramer acquisition, two heavy truck tire and truck repair stores, two wholesale operations and a retread facility also located in Virginia were acquired. The non-retail facilities and the two heavy truck tire and truck repair stores were disposed of during May 2012.

The acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining these businesses with ours and 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 relationships, trade names and favorable leases.

In accordance with accounting guidance on business combinations, we expensed all costs related to the acquisitions during fiscal 2013. The total costs related to these acquisitions were $2.1 million for the year ended March 30, 2013. 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 2013 acquired entities totaled $87 million and $1.4 million, respectively, for the period from acquisition date through March 30, 2013.

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.

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, 2013 was as follows:

	As of Acquisition Date
	(Dollars in thousands)

Inventory		$ 16,835
Other current assets		1,226
Intangible assets		16,841
Other non-current assets		52,883
Total assets acquired		87,785

Current liabilities		6,168
Long-term liabilities		19,083
Total liabilities assumed		25,251
Total net identifiable assets acquired		$ 62,534

Total consideration transferred		$ 163,568
Less: total net identifiable assets acquired		62,534
Goodwill		$ 101,034

The following are the intangible assets acquired and their respective fair values and weighted average useful lives.

	As of Acquisition Date
	(Dollars in thousands)
		Weighted Average Useful Life
Trade names	$ 4,815	7 years
Customer lists	9,764	5 years
Favorable leases	2,262	15 years
Total	$ 16,841	7 years

The purchase price allocation for Kramer was finalized during fiscal 2013. The Company continues to refine the valuation data and estimates related to road hazard warranty, intangible assets, real estate and real property leases for all other acquisitions and expects to complete the valuations no later than the first anniversary date of the respective acquisition. The Company anticipates that adjustments will continue to be made to the fair values of identifiable assets acquired and liabilities assumed and those adjustment may or may not be material.

Fiscal 2012

During fiscal 2012, we acquired the following businesses for an aggregate purchase price of $39.2 million. The acquisitions were financed through our existing credit facility. The results of operations for these acquired stores are included in Monro's financial results from their respective acquisition dates.

In the third quarter of fiscal 2012, we acquired eight retail tire stores located in Ohio, Pennsylvania and Maine through two acquisitions. Collectively, these stores produced approximately $11 million in net sales for their previous full fiscal years based on unaudited pre-acquisition historical information. These stores operate under the Mr. Tire and Tire Warehouse brand names.
In the first quarter of fiscal 2012, we acquired 24 retail tire and automotive repair stores located in Pennsylvania and New Jersey from Vespia Tire Centers, Inc. These stores produced approximately $36 million in net sales for their previous full fiscal year based on unaudited pre-acquisition historical information. These stores operate under the Mr. Tire brand name.

The acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining these businesses with ours and unidentified 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 relationships and favorable leases.

In accordance with accounting guidance on business combinations, we expensed all costs related to the acquisitions during fiscal 2012. The total costs related to these acquisitions were not material to the Consolidated Statements of Comprehensive Income. 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 2012 acquired entities totaled $31 million and $1.0 million, respectively, for the period from acquisition date through March 31, 2012.

We finalized the purchase accounting relative to the fiscal 2012 acquisitions during fiscal 2013. The resulting adjustments were not material to the Consolidated Financial Statements. We have recorded the identifiable assets acquired and liabilities assumed at their estimated fair value as of their respective acquisition dates, with the remainder recorded as goodwill as follows:

	As of Acquisition Date
	(Dollars in thousands)


Inventory		$ 2,982
Other current assets		345
Intangible assets		3,808
Other non-current assets		5,616
Total assets acquired		12,751

Current liabilities		1,401
Long-term liabilities		6,311
Total liabilities assumed		7,712
Total net identifiable assets acquired		$ 5,039

Total consideration transferred		$ 39,243
Less: total net identifiable assets acquired		5,039
Goodwill		$ 34,204

The following are the intangible assets acquired and their respective fair values and weighted average useful lives.

	As of Acquisition Date
	(Dollars in thousands)


		Weighted Average Useful Life
Customer lists	$ 2,010	5 years
Favorable leases	1,798	11 years
Total	$ 3,808	8 years