Acquisitions

9 Months Ended

Dec. 28, 2019

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.

Fiscal 2020

During the first nine months of fiscal 2020, we acquired the following businesses for an aggregate purchase price of $103.6 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 November 17, 2019, we acquired 18 retail tire and automotive repair stores located in Nevada and Idaho from Nevada Tire Holdings, LLC and Idaho Tire Holdings, LLC. (One retail tire and automotive repair store is expected to open during the fourth quarter of fiscal 2020.) These stores will operate under the Tire Choice name.

On October 27, 2019, we acquired six retail tire and automotive repair stores located in California from S & S Unlimited, Inc. These stores will operate under the Tire Choice name.

On October 27, 2019, we acquired three retail tire and automotive repair stores located in California from Lloyd’s Tire Service, Inc. These stores will operate under the Tire Choice name.

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 nine months ended December 28, 2019. The total costs related to completed acquisitions were $0.4 million and $1.2 million for the quarter and nine months ended December 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 nine months ended December 28, 2019 totaled $18.5 million and $38.7 million, respectively, for the period from acquisition date through December 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 December 28, 2019, with respect to the acquisitions during the nine months ended December 28, 2019, was as follows:



	As of ‎Acquisition ‎Date
	(Dollars in ‎thousands)
Inventories	$	4,374
Other current assets		706
Property, plant and equipment		2,299
Finance lease and financing obligation assets, net		29,127
Operating lease assets, net		42,680
Intangible assets		2,847
Other non-current assets		304
Long-term deferred income tax assets		3,174
Total assets acquired		85,511
Current portion of long-term debt, finance leases and financing obligations		2,672
Current portion of operating lease liabilities		4,416
Deferred revenue		1,545
Other current liabilities		361
Long-term finance leases and financing obligations		36,225
Long-term operating lease liabilities		43,668
Other long-term liabilities		1,658
Total liabilities assumed		90,545
Total net identifiable liabilities assumed	$	(5,034)
Total consideration transferred	$	103,639
Less: total net identifiable liabilities assumed		(5,034)
Goodwill	$	108,673

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

Fiscal 2019

During the first nine months of fiscal 2019, we acquired the following businesses for an aggregate purchase price of $45.5 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 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.

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.

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.

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.

We expensed all costs related to acquisitions in the nine months ended December 29, 2018. The total costs related to completed acquisitions were $0.1 million and $0.4 million for the quarter and nine months ended December 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 nine months ended December 29, 2018 totaled $14.7 million and $33.4 million, respectively, for the period from acquisition date through December 29, 2018.

We have recorded the identifiable assets acquired and liabilities assumed, with respect to the acquisitions during the nine months ended December 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		8,280
Other current assets		252
Property, plant and equipment		8,203
Finance lease and financing obligation assets, net		4,422
Intangible assets		7,646
Other non-current assets		10
Long-term deferred income tax assets		1,568
Total assets acquired		32,055
Current portion of long-term debt, finance leases and financing obligations		1,046
Deferred revenue		342
Other current liabilities		501
Long-term finance leases and financing obligations		9,018
Other long-term liabilities		546
Total liabilities assumed		11,453
Total net identifiable assets acquired	$	20,602
Total consideration transferred	$	45,487
Less: total net identifiable assets acquired		20,602
Goodwill	$	24,885

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	$	5,697		13 years
Favorable leases		1,549		10 years
Trade name		400		2 years
Total	$	7,646		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 nine months ended December 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 December 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.

As of
‎Acquisition Date

Dollars in
‎thousands

Weighted
‎Average
‎Useful Life

Customer lists