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Acquisitions | 6 Months Ended
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Sep. 28, 2019
Acquisitions [Abstract] |
Acquisitions | Note 2 – Acquisitions Monro’s acquisitions are strategic moves in our plan to fill in and expand our presence in existing and contiguous markets, expand into 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 our greenfield store growth strategy. Subsequent Events Subsequent to September 28, 2019, we signed a definitive asset purchase agreement to complete the acquisition of 18 retail tire and automotive repair stores located in Nevada and Idaho. (One retail tire and automotive repair store is expected to open during the fourth quarter of fiscal 2020.) This transaction is expected to close during the third quarter of fiscal 2020 and is expected to be financed through our Credit Facility. On October 27, 2019, we acquired six retail tire and automotive repair stores located in California from S & S Unlimited, Inc. These locations operate under the Tire Choice name. The acquisition was financed through our Credit Facility. On October 27, 2019, we acquired three retail tire and automotive repair stores located in California from Lloyd’s Tire Service, Inc. These locations operate under the Tire Choice name. The acquisition was financed through our Credit Facility. Fiscal 2020 During the first six months of fiscal 2020, we acquired the following businesses for an aggregate purchase price of $64.6 million. The acquisitions were financed through our Credit Facility and our prior credit facility. The results of operations for these acquisitions are included in our financial results from the respective acquisition dates. On August 25, 2019, we acquired one retail tire and automotive repair store located in Louisiana from Atlas Tire Center, Inc. This store operates under the Tire Choice name. On August 25, 2019, we acquired two retail tire and automotive repair stores located in Louisiana from LRZ3 Auto, LLC. These stores operate under the Tire Choice name. On August 25, 2019, we acquired one retail tire and automotive repair store located in Louisiana from T-Boy's Tire and Automotive, LLC. This store operates under the Tire Choice name. On August 25, 2019, we acquired two retail tire and automotive repair stores located in Louisiana from Twin Tire & Auto Care, Inc. These stores operate under the Tire Choice name. On August 25, 2019, we acquired one retail tire and automotive repair store located in Louisiana from Twin Tire & Auto Care Team, Inc. This store operates under the Tire Choice name. On August 25, 2019, we acquired one retail tire and automotive repair store located in Louisiana from Scotty's Tire & Automotive, Inc. This store operates under the Tire Choice name. On June 23, 2019, we acquired two retail tire and automotive repair stores located in California from BAW LLC. These stores operate under the Tire Choice name. 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 operate under the Tire Choice name. On March 31, 2019, we acquired 12 retail tire and automotive repair stores located in Louisiana from Allied Discount Tire & Brake, Inc. These stores operate 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 customer lists. We expensed all costs related to acquisitions in the six months ended September 28, 2019. The total costs related to completed acquisitions were $0.3 million and $0.8 million for the quarter and six months ended September 28, 2019, respectively. These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses. Sales for the fiscal 2020 acquired entities for the quarter and six months ended September 28, 2019 totaled $13.2 million and $20.2 million, respectively, for the period from acquisition date through September 28, 2019. 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 valuations and estimates. The consideration transferred and net identifiable liabilities assumed were recorded as goodwill. The preliminary allocation of the aggregate purchase price as of September 28, 2019, with respect to the acquisitions during the six months ended September 28, 2019, was as follows:
|  | As of ‎Acquisition ‎Date
|  | (Dollars in ‎thousands)
Inventories |  | $ | 2,735
Other current assets |  |  | 448
Property, plant and equipment |  |  | 1,766
Finance lease and financing obligation assets, net |  |  | 18,962
Operating lease assets, net |  |  | 26,339
Intangible assets |  |  | 1,822
Other non-current assets |  |  | 106
Long-term deferred income tax assets |  |  | 2,295
Total assets acquired |  |  | 54,473
Current portion of long-term debt, finance leases and financing obligations |  |  | 1,820
Current portion of operating lease liabilities |  |  | 2,894
Deferred revenue |  |  | 1,047
Other current liabilities |  |  | 218
Long-term finance leases and financing obligations |  |  | 24,311
Long-term operating lease liabilities |  |  | 28,201
Other long-term liabilities |  |  | 1,171
Total liabilities assumed |  |  | 59,662
Total net identifiable liabilities assumed |  | $ | (5,189)
Total consideration transferred |  | $ | 64,606
Less: total net identifiable liabilities assumed |  |  | (5,189)
Goodwill |  | $ | 69,795
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 |  | $ | 1,822 |  |  | 7 years
Fiscal 2019 During the first six months of fiscal 2019, we acquired the following businesses for an aggregate purchase price of $38.8 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. 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. 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. 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. 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. 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. 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 Free Service Tire name. 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. 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 in the six months ended September 29, 2018. The total costs related to completed acquisitions were $0.1 million and $0.3 million for the quarter and six months ended September 29, 2018. These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses. Sales for the fiscal 2019 acquired entities for the quarter and six months ended September 29, 2018 totaled $13.3 million and $18.7 million, respectively, for the period from acquisition date through September 29, 2018. 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. We have recorded the identifiable assets acquired and liabilities assumed, with respect to the acquisitions during the six months ended September 29, 2018, at their fair 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)
Trade receivables |  | $ | 1,674
Inventories |  |  | 8,081
Other current assets |  |  | 216
Property, plant and equipment |  |  | 6,628
Finance lease and financing obligation assets, net |  |  | 2,893
Intangible assets |  |  | 7,287
Other non-current assets |  |  | 4
Long-term deferred income tax assets |  |  | 1,127
Total assets acquired |  |  | 27,910
Current portion of long-term debt, finance leases and financing obligations |  |  | 557
Deferred revenue |  |  | 270
Other current liabilities |  |  | 475
Long-term finance leases and financing obligations |  |  | 6,320
Other long-term liabilities |  |  | 474
Total liabilities assumed |  |  | 8,096
Total net identifiable assets acquired |  | $ | 19,814
Total consideration transferred |  | $ | 38,774
Less: total net identifiable assets acquired |  |  | 19,814
Goodwill |  | $ | 18,960
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 |  | $ | 5,599 |  |  | 13 years
Favorable leases |  |  | 1,288 |  |  | 10 years
Trade name |  |  | 400 |  |  | 2 years
Total |  | $ | 7,287 |  |  | 12 years
As a result of the updated purchase price allocations for the entities acquired during the fiscal year ended March 30, 2019, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments resulted from updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The changes in estimates include a decrease in inventories of $0.3 million; an increase in property, plant and equipment of $0.1 million; a decrease in finance lease and financing obligation assets, net of $0.8 million; a decrease in intangible assets of $0.3 million; a decrease in long-term deferred income tax assets of $0.3 million; an increase in current portion of long-term debt, finance leases and financing obligations of $0.2 million and a decrease in long-term finance leases and financing obligations of $2.4 million. The measurement period adjustments resulted in a decrease of goodwill of $0.6 million. The measurement period adjustments were not material to the Consolidated Statement of Comprehensive Income for the quarter and six months ended September 28, 2019. We continue to refine the valuation data and estimates primarily related to inventory, warranty reserves, intangible assets, real estate, and real property leases for fiscal 2019 acquisitions which closed subsequent to September 29, 2018 and the fiscal 2020 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.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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