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Acquisitions
6 Months Ended
Sep. 26, 2020
Acquisitions [Abstract]  
Acquisitions NOTE 3 – ACQUISITIONS

Monro’s acquisitions are strategic moves in our plan to fill in and expand our presence in our 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 26, 2020, we signed a definitive asset purchase agreement to complete the acquisition of 17 retail tire and automotive repair stores located in California from Fred Allen Enterprises, Inc. This transaction is expected to close during the third quarter of fiscal 2021 and is expected to be financed through our Credit Facility. Prior to this acquisition, our acquisition activity during the first six months of fiscal 2021 was paused due to the impact of the COVID-19 pandemic.

Fiscal 2020

During the first six months of fiscal 2020, we acquired the following businesses for an aggregate purchase price of $64.1 million. The acquisitions were financed through our 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.

We have recorded the identifiable assets acquired and liabilities assumed at their fair values as of their respective acquisition dates (including any measurement period adjustments), with the consideration transferred and net identifiable liabilities assumed recorded as goodwill as follows:

As of
Acquisition
Date

(Dollars in
thousands)

Inventories

$

2,952

Other current assets

448

Property, plant and equipment

  

1,779

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

  

3,723

Total assets acquired

  

56,131

Current portion of finance leases and financing obligations

1,820

Current portion of operating lease liabilities

2,894

Deferred revenue

1,120

Other current liabilities

  

215

Long-term finance leases and financing obligations

  

24,311

Long-term operating lease liabilities

28,201

Other long-term liabilities

  

1,231

Total liabilities assumed

  

59,792

Total net identifiable liabilities assumed

  

$

(3,661)

Total consideration transferred

  

$

64,121

Less: total net identifiable liabilities assumed

  

(3,661)

Goodwill

  

$

67,782

The following are the intangible assets acquired and their respective fair value and weighted average useful life:

As of
Acquisition Date

Dollars in
thousands

Weighted
Average
Useful Life

Customer lists

$

1,822

7 years

As a result of the updated purchase price allocations for the entities acquired during the fiscal year ended March 28, 2020, 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 measurement period adjustments were not material to the Consolidated Balance Sheet as of September 26, 2020 and the Consolidated Statements of Comprehensive Income for the quarter and six months ended September 26, 2020.

We continue to refine the valuation data and estimates primarily related to inventory, warranty reserves, intangible assets and real property leases for fiscal 2020 acquisitions which closed subsequent to September 28, 2019, 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.