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Acquisitions

12 Months Ended

Mar. 29, 2014

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.

Subsequent Events

We have signed two definitive asset purchase agreements to complete the acquisition of ten and nine retail tire and automotive repair stores located in Michigan from Lentz U.S.A. Service Centers, Inc. and Kan Rock Tire Company, Inc., respectively, in June 2014. These stores will operate under the Monro Brake & Tire name. These acquisitions will be financed through our existing credit facility.

On April 13, 2014, we acquired two retail tire and automotive repair stores located in New Hampshire from Bald Tire & Auto, Inc. These retail tire and automotive repair stores were previously Tire Warehouse franchise locations and will continue to operate under the Tire Warehouse name. The acquisition was financed through our existing credit facility.

Fiscal 2014

During fiscal 2014, we acquired the following businesses for an aggregate purchase price of $27.5 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 March 2, 2014, we acquired one retail tire and automotive repair store located in Kentucky from Hometown Tire Company, Inc. This store operates under the Ken Towery Tire and Auto Care name.
On November 17, 2013, we acquired six retail tire and automotive repair stores located in Maryland and Delaware from Carl King Tire Co., Inc. These stores operate under the Mr. Tire name.
On November 17, 2013, we acquired four retail tire and automotive repair stores located in Kentucky from S&S Firestone, Inc. These stores operate under the Ken Towery Tire and Auto Care name.
On October 20, 2013, we acquired two retail tire and automotive repair stores located in North Carolina from XL Tire, Inc. These stores operate under the Tread Quarters brand name.
On August 18, 2013, we acquired ten retail tire and automotive repair stores located in Virginia and Maryland from Curry's Automotive Group. These stores operate under the Curry's/Mr. Tire name.
On August 11, 2013, we acquired one retail tire and automotive repair store located in New Jersey from Mitchell Tire Service. This store operates under the Mr. Tire 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 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 a non-compete agreement.

We expensed all costs related to the acquisitions during fiscal 2014. 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 2014 acquired entities totaled $15.1 million and $.1 million, respectively, for the period from acquisition date through March 29, 2014.

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. Where the fair value of the net tangible and intangible assets exceeds the net purchase price, a gain was recorded. The preliminary allocation of the aggregate purchase price as of March 29, 2014 was as follows:

	As of Acquisition Date
	(Dollars in thousands)

Inventories		$ 1,549
Other current assets		122
Property, plant and equipment		8,549
Intangible assets		1,283
Deferred income tax assets		111
Other non-current assets		94
Total assets acquired		11,708

Warranty reserves		167
Other current liabilities		1,616
Other long-term liabilities		130
Total liabilities assumed		1,913
Total net identifiable assets acquired		$ 9,795

Total consideration transferred		$ 27,518
Plus: gain on bargain purchase		217
Less: total net identifiable assets acquired		9,795
Goodwill		$ 17,940

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	$ 767	7 years
Trade name	501	7 years
Non-compete agreement	15	3 years
Total	$ 1,283	7 years

We continue to refine the valuation data and estimates related to road hazard warranty, intangible assets, real estate and real property leases for the fiscal 2014 acquisitions and expect to complete the valuations no later than the first anniversary date of the respective acquisition. We anticipate that adjustments will continue to be made to the fair values of identifiable assets acquired and liabilities assumed and those adjustments may or may not be material.

Fiscal 2013

During fiscal 2013, we acquired the following businesses for an aggregate purchase price of $163.5 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 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 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 retail stores operate under the Ken Towery's Tire and Auto Care 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 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 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 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 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 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 operate primarily under the Tread Quarters brand 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.

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 $87.0 million and $1.4 million, respectively, for the period from acquisition date through March 30, 2013.

We finalized the purchase accounting relative to Kramer during fiscal 2013 and the other fiscal 2013 acquisitions during fiscal 2014. 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 2014 include an increase in property, plant and equipment of $2.4 million; an increase in intangible assets of $4.3 million; an increase in the long-term deferred income tax asset of $7.5 million; an increase in the current portion of long-term debt, capital leases and financing obligations of $2.0 million; a decrease in warranty reserves of $.2 million; an increase in long-term capital leases and financing obligations of $28.9 million; and an increase in other long-term liabilities of $.3 million. The measurement period adjustments resulted in an increase to goodwill of $16.8 million.

We have recorded the identifiable assets acquired and liabilities assumed at their estimated fair values as of their respective acquisition dates, with the remainder recorded as goodwill as follows:

	As of Acquisition Date
	(Dollars in thousands)

Inventories		$ 16,854
Other current assets		1,167
Property, plant and equipment		49,605
Intangible assets		21,112
Deferred income tax assets		13,179
Other non-current assets		9
Total assets acquired		101,926

Warranty reserves		3,217
Other current liabilities		4,694
Long-term capital leases and financing obligations		44,086
Other long-term liabilities		4,256
Total liabilities assumed		56,253
Total net identifiable assets acquired		$ 45,673

Total consideration transferred		$ 163,517
Less: total net identifiable assets acquired		45,673
Goodwill		$ 117,844

As part of the purchase accounting adjustments recorded during the quarter ended December 2013, the March 30, 2013 consolidated balance sheet was retrospectively adjusted to reflect some of the purchase accounting measurement period adjustments described above. The retrospective adjustments included an increase in property, plant and equipment of $4.2 million; an increase in intangible assets of $3.9 million; an increase in the long-term deferred income tax asset of $7.4 million; an increase in goodwill of $14.5 million; an increase in the current portion of long-term debt, capital leases and financing obligations of $1.9 million; a decrease in warranty reserves of $.2 million; an increase in long-term capital leases and financing obligations of $28.1 million; and an increase in other long-term liabilities of $.2 million.

Additionally, the purchase accounting adjustments did not have a material impact on the current period or any prior period consolidated statements of comprehensive income, and, therefore, prior period consolidated statements of comprehensive income have not been retrospectively adjusted.

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	$ 9,160	7 years
Trade names	6,570	17 years
Favorable leases	5,382	12 years
Total	$ 21,112	11 years