UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December ~~23, 2017.~~29, 2018.

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number: 0-19357

MONRO, INC.

(Exact name of registrant as specified in its charter)


NewYork	16-0838627
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification #)

200HollederParkway,Rochester,NewYork	14615
(Address of principal executive offices)	(Zip code)

585-647-6400

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the ~~registrant:~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer ☐ Non-accelerated filer ☐ ~~(Do not check if a smaller reporting company)~~
Smaller reporting company ☐	☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of January ~~19, 2018, 32,794,965~~25, 2019, 33,103,468 shares of the registrant's common stock, par value ~~$.01~~$ .01 per share, were outstanding.

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MONRO, INC.

INDEX


Part I. Financial Information	PageNo.
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of December ~~23, 2017~~29, 2018 and March ~~25, 2017~~31, 2018	3
Consolidated Statements of Comprehensive Income for the quarters and nine months ended December ~~23, 2017~~29, 2018 and December ~~24, 2016~~23, 2017	4
Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended December ~~23, 2017~~29, 2018	5
Consolidated Statements of Cash Flows for the nine months ended December ~~23, 2017~~29, 2018 and December ~~24, 2016~~23, 2017	6
Notes to Consolidated Financial Statements	7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	20
Item 4. Controls and Procedures	20
Part II. Other Information
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 6. Exhibits	21
Signatures	22

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MONRO, INC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MONRO, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



	December 23,		March 25,		December 29,		March 31,
	2017		2017		2018		2018
	(Dollars in thousands)				(Dollars in thousands)
Assets
Current assets:
Cash and equivalents	$	7,853	$	8,995	$	3,579	$	1,909
Trade receivables		12,861		11,465		15,033		11,582
Federal and state income taxes receivable		4,972		3,527		5,276		4,185
Inventories		143,099		142,604		158,846		152,367
Other current assets		39,111		32,639		39,579		37,213
Total current assets		207,896		199,230		222,313		207,256
Property, plant and equipment		756,531		712,999		807,230		767,864
Less - Accumulated depreciation and amortization		(343,955)		(318,365)		(376,587)		(351,195)
Net property, plant and equipment		412,576		394,634		430,643		416,669
Goodwill		517,989		501,736		548,153		522,892
Intangible assets		50,027		54,288		50,810		49,143
Other non-current assets		10,575		11,331		12,756		10,997
Long-term deferred income tax assets		14,348		24,045		2,406		11,475
Total assets	$	1,213,411	$	1,185,264	$	1,267,081	$	1,218,432
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt, capital leases and financing obligations	$	18,161	$	15,298	$	21,361	$	18,989
Trade payables		86,294		79,492		95,166		84,568
Accrued payroll, payroll taxes and other payroll benefits		18,289		24,979		22,570		20,197
Accrued insurance		39,324		35,325		39,848		36,739
Warranty reserves		11,966		10,843		12,555		12,381
Other current liabilities		21,433		19,956		21,123		21,131
Total current liabilities		195,467		185,893		212,623		194,005
Long-term debt		154,551		182,337		119,884		148,068
Long-term capital leases and financing obligations		226,615		213,166		228,877		227,220
Accrued rent expense		4,577		5,037		4,116		4,530
Other long-term liabilities		14,535		15,137		12,919		14,141
Long-term income taxes payable		3,050		2,440		2,528		1,992
Total liabilities		598,795		604,010		580,947		589,956
Commitments and contingencies							��
Shareholders' equity:
Class C Convertible Preferred Stock, $1.50 par value, $.064 conversion value, 150,000 shares authorized; 21,802 shares issued and outstanding		33		33		33		33
Common Stock, $.01 par value, 65,000,000 shares authorized; 39,124,523 and 39,012,189 shares issued at December 23, 2017 and March 25, 2017, respectively		391		390
Treasury Stock, 6,330,008 and 6,322,417 shares at December 23, 2017 and March 25, 2017, respectively, at cost		(106,563)		(106,212)
Common Stock, $.01 par value, 65,000,000 shares authorized; 39,459,263 and 39,166,392 shares issued at December 29, 2018 and March 31, 2018, respectively						395		392
Treasury Stock, 6,359,871 and 6,330,008 shares at December 29, 2018 and March 31, 2018, respectively, at cost						(108,729)		(106,563)
Additional paid-in capital		196,948		191,553		216,809		199,576
Accumulated other comprehensive loss		(3,312)		(3,161)		(4,475)		(4,248)
Retained earnings		527,119		498,651		582,101		539,286
Total shareholders' equity		614,616		581,254		686,134		628,476
Total liabilities and shareholders' equity	$	1,213,411	$	1,185,264	$	1,267,081	$	1,218,432



	Preferred Stock			Common Stock			Treasury Stock			Additional Paid-in		Accumulated Other Comprehensive		Retained				Class C Convertible Preferred Stock			Common Stock			Treasury Stock			Additional Paid-in		Accumulated Other Comprehensive		Retained
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Loss		Earnings		Total		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Loss		Earnings		Total
Balance at March 25, 2017	22	$	33	39,012	$	390	6,322	$	(106,212)	$	191,553	$	(3,161)	$	498,651	$	581,254
Balance at March 31, 2018																		22	$	33	39,166	$	392	6,330	$	(106,563)	$	199,576	$	(4,248)	$	539,286	$	628,476
Net income															46,452		46,452															62,936		62,936
Other comprehensive loss:
Pension liability adjustment ($241) pre-tax													(151)				(151)
Pension liability adjustment ($302) pre-tax																														(227)				(227)
Cash dividends (1): Preferred															(276)		(276)															(306)		(306)
Common															(17,690)		(17,690)															(19,778)		(19,778)
Dividend payable															(18)		(18)															(37)		(37)
Exercise of stock options				112		1	8		(351)		3,385						3,035
Activity related to equity- based plans																					293		3	30		(2,166)		14,083						11,920
Stock-based compensation											2,010						2,010											3,150						3,150
Balance at December 23, 2017	22	$	33	39,124	$	391	6,330	$	(106,563)	$	196,948	$	(3,312)	$	527,119	$	614,616
Balance at December 29, 2018																		22	$	33	39,459	$	395	6,360	$	(108,729)	$	216,809	$	(4,475)	$	582,101	$	686,134

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MONRO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1 – Condensed Consolidated Financial Statements

The consolidated balance sheets as of December ~~23, 2017~~29, 2018 and March ~~25, 2017,~~31, 2018, the consolidated statements of comprehensive income for the quarters and nine months ended December ~~23, 2017~~29, 2018 and December ~~24, 2016,~~23, 2017, the consolidated statement of changes in shareholders’ equity for the nine months ended December ~~23, 2017,~~29, 2018 and the consolidated statements of cash flows for the nine months ended December ~~23, 2017~~29, 2018 and December ~~24, 2016,~~23, 2017, include financial information for Monro, Inc. and its wholly-owned subsidiaries, Monro Service Corporation and Car-X, LLC (collectively, ~~“Monro”, “we”, “us”, “our” and~~“Monro,” “we,” “us,” “our,” the “Company”). These unaudited, condensed consolidated financial statements have been prepared by Monro. We believe all known adjustments (consisting of normal recurring accruals or adjustments) have been made to fairly state the financial position, results of operations and cash flows for the unaudited periods presented.

Interim results are not necessarily indicative of results for a full year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of ~~America (“GAAP”).~~America. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March ~~25, 2017.~~31, 2018.

We report our results on a 52/53 week fiscal year with the fiscal year ending on the last Saturday in March of each year. The following are the dates represented by each fiscal period reported in these condensed financial statements:


“Quarter Ended Fiscal December 2018”	September 30, 2018 – December 29, 2018 (13 weeks)
“Quarter Ended Fiscal December 2017”	September 24, 2017 – December 23, 2017 (13 weeks)
“~~Quarter~~Nine Months Ended Fiscal December ~~2016”~~2018”	~~September 25, 2016~~April 1, 2018 – December ~~24, 2016 (13~~29, 2018 (39 weeks)
“Nine Months Ended Fiscal December 2017”	March 26, 2017 – December 23, 2017 (39 weeks)
~~“Nine Months Ended Fiscal December 2016”~~	~~March 27, 2016 – December 24, 2016 (39 weeks)~~

Fiscal ~~year 2018,~~2019, ending March ~~31, 2018,~~30, 2019, is a 5352 week year.

Monro’s operations are organized and managed in one operating segment. The internal management financial reporting that is the basis for evaluation in order to assess performance and allocate resources by our chief operating decision maker consists of consolidated data that includes the results of our retail, commercial and wholesale locations. As such, our one operating segment reflects how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management and the structure of our internal financial reporting.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance for the reporting of revenue from contracts with customers. This guidance provides guidelines a company will apply to determine the measurement of revenue and timing of when it is recognized. Additional guidance has subsequently been issued to amend or clarify the reporting of revenue from contracts with customers. The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption was ~~permitted, but we did not early adopt this guidance.~~permitted. We have completed our initial assessment of the effect of adoption. Based on this assessment, we expect the impact of the new guidance on the amount and timing of revenue recognition to be insignificant. While the evaluation of the impact of the new revenue recognition guidance on our Consolidated Financial Statements has not yet been fully determined, we anticipate the provisions to primarily impact the deferral of revenue generated by the sale of an extended warranty. We are required to adoptadopted this guidance utilizing one of two methods: retrospective restatement for each reporting period presented at time of adoption, or a modified retrospective approach with the cumulative effect of initially applying this guidance recognized at the date of initial application. We have identified, and ~~are in the process of implementing, appropriate changes to our business processes and controls to support recognition and disclosure under the guidance. We will elect an adoption methodology in~~all related amendments during the first quarter of fiscal 2019 using the ~~fiscal year ended March 2019, after we~~modified retrospective approach. The adoption of this guidance did not have ~~fully evaluated the~~a material impact on our Consolidated Financial Statements, and we expect to adopt the modified retrospective method. Under this method, we would recognize the cumulative effect of the changes in retained earnings at the date of adoption, but would not restate prior periods. In addition, we expect adoption to lead to increased footnote disclosures.Statements. See Note 7 for additional information.

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~~MONRO, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

In February 2016, the FASB issued new accounting guidance related to leases. This guidance establishes a right of use (“ROU”) model that requires a lessee to record a ROU asset and lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. AAdditional guidance has subsequently been issued in order to provide an additional transition method as well as an additional practical expedient to be available upon adoption. We are required to adopt the new lease guidance utilizing one of two methods: retrospective restatement for each reporting period presented at time of adoption, or a modified retrospective ~~transition~~ approach ~~is required for lessees for capital and operating leases existing~~with the cumulative effect of initially applying this guidance recognized at ~~or entered into after,~~ the ~~beginning~~date of initial application. Under the ~~earliest comparative period presented in the financial statements, with certain practical expedients available.~~modified retrospective approach, prior periods would not be restated. Early adoption is permitted, but we have not early adopted this guidance. ~~Approximately~~We expect to adopt using the modified retrospective approach and that the new lease standard will have a material impact on our Consolidated Financial Statements. While we are continuing to assess the effects of adoption, we currently believe the most significant changes relate to the recognition of new ROU assets and lease liabilities on the Consolidated Balance Sheet for operating leases as approximately 50% of our store leases, all of our land leases and all of our ~~land~~non-real estate leases are currently not recorded on our balance sheet. ~~Recording~~We expect that substantially all of our operating lease commitments will be subject to the new guidance and will be recognized as operating lease liabilities and ROU assets ~~and liabilities for these leases is expected to have a material impact on~~upon adoption. Absent potential acquisitions, we do not anticipate any significant changes in the volume of our ~~Consolidated Balance Sheet. We are currently evaluating~~leasing activity until the ~~impact that recording ROU assets and liabilities will have on our Consolidated Statement~~period of ~~Comprehensive Income and the financial statement impact, if material, that the standard will have on leases, which are currently recorded on our Consolidated Balance Sheet.~~adoption.

In March 2016, the FASB issued new accounting guidance intended to simplify various aspects related to accounting for share-based payments and their presentation in the financial statements. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2016. We adopted this guidance during the first quarter of fiscal 2018. Amendments to this guidance related to accounting for excess tax benefits and tax deficiencies have been adopted prospectively and had an immaterial impact on the Consolidated Statement of Comprehensive Income for the nine months ended December 23, 2017. Excess tax benefits related to share-based payments are now included in operating cash flows rather than financing cash flows. This change has been applied prospectively in accordance with the guidance and prior periods have not been adjusted. We have previously classified cash paid for tax withholding purposes as a financing activity in the statement of cash flows. Therefore, there is no change related to this requirement. The amendments allow for a one-time accounting policy election to either account for forfeitures as they occur or continue to estimate forfeitures as required by current guidance. We have elected to continue estimating forfeitures through applying a forfeiture rate.

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MONRO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

In August 2016, the FASB issued new accounting guidance related to cash flow classification. This guidance clarifies and provides specific guidance on eight cash flow classification issues that are not addressed by current ~~GAAP~~generally accepted accounting principles and thereby reduce the current diversity in practice. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption was ~~permitted, but we~~permitted. We adopted this guidance during the first quarter of fiscal 2019. The adoption of this guidance did not ~~early adopt this guidance. This guidance is not expected to~~ have a material impact on our Consolidated Financial Statements.

In January 2017, the FASB issued new accounting guidance which clarifies the definition of a business, particularly when evaluating whether transactions should be accounted for as acquisitions or dispositions of assets or businesses. This guidance provides a screen to determine when a set of assets and activities (collectively referred to as a “set”) is not a business. This screen requires that when substantially all of the fair value of the assets is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. If the screen is not met, the guidance provides a framework to evaluate whether both an input and a substantive process are present to be considered a business. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption was permitted for certain ~~transactions, but we~~transactions. We adopted this guidance during the first quarter of fiscal 2019. The adoption of this guidance did not ~~early adopt this guidance. This guidance is not expected to~~ have a material impact on our Consolidated Financial Statements.

In January 2017, the FASB issued new accounting guidance simplifying the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which required the determination of an implied fair value of goodwill. Under this guidance, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. This guidance is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We ~~have not early~~ adopted this ~~guidance. This~~ guidance isduring the third quarter of fiscal 2019. The adoption of this guidance did not ~~expected to~~ have a material impact on our Consolidated Financial Statements.

In March 2017, the FASB issued accounting guidance ~~related to~~that amends how employers present the ~~presentation of~~ net ~~periodic pension~~benefit cost ~~and net periodic postretirement benefit cost. This~~in the income statement. The new guidance requires employers to disaggregate and present separately the current service cost component ~~of the net periodic benefit cost in the same income statement line item as other employee compensation costs arising~~ from services rendered during the period. The other components of net benefit cost are to be presented separately from the service cost component and outside of any subtotal of income from operations. Employers will have to disclose the line(s) used to present the other components of the net ~~periodic~~ benefit cost ifwithin the ~~components are not presented separately in the income statement.~~Consolidated Statement of Comprehensive Income. This guidance is effective for fiscal years and interim periods beginning after December 15, 2017, and should be applied retrospectively. Early adoption was ~~permitted, but we~~permitted. We adopted this guidance during the first quarter of fiscal 2019. The adoption of this guidance did not ~~early adopt this guidance. This guidance is not expected to~~ have a material impact on our Consolidated Financial Statements.

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~~MONRO, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

In May 2017, the FASB issued new accounting guidance which clarifies when to account for a change to the terms or conditions of a share based payment award as a modification. Under this guidance, modification is required only if the fair value, the vesting conditions, or the classification of an award as equity or liability changes as a result of the change in terms or conditions. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption was ~~permitted, but we~~permitted. We adopted this guidance during the first quarter of fiscal 2019. The adoption of this guidance did not ~~early adopt this guidance.~~have a material impact on our Consolidated Financial Statements.

In June 2018, the FASB issued new accounting guidance that amends the accounting for nonemployee share-based awards. Under the new guidance, the existing guidance related to the accounting for employee share-based awards will apply to nonemployee share-based transactions, with certain exceptions. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the potential impact of the adoption of this guidance on our Consolidated Financial Statements.

In August 2018, the FASB issued new accounting guidance which eliminates, adds and modifies certain disclosure requirements for fair value measurements. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption is permitted. We are currently evaluating the potential impact of the adoption of this guidance on our Consolidated Financial Statements.

In August 2018, the FASB issued new accounting guidance that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption was permitted. We adopted this guidance during the third quarter of fiscal 2019. The adoption of this guidance did not ~~expected to~~ have a material impact on our Consolidated Financial Statements.

Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification) and the Securities and Exchange Commission did not, or are not expected to have a material effect on ~~Monro’s~~our Consolidated Financial Statements.

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MONRO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Guarantees

At the time we issue a guarantee, we recognize an initial liability for the fair value, or market value, of the obligation we assume under that guarantee. Monro has guaranteed certain lease payments, primarily related to franchisees, amounting to ~~$5.4~~$2.2 million. This amount represents the maximum potential amount of future payments under the guarantees as of December ~~23, 2017.~~29, 2018. The leases are guaranteed through April 2020. In the event of default by the franchise owner, Monro generally retains the right to assume the lease of the related store, enabling Monro to re-franchise the location or to operate that location as a Company-operated store. As of December 29, 2018, no liability related to anticipated defaults under the foregoing leases is recorded. We ~~have~~ recorded a liability related to anticipated defaults under the foregoing leases of $.2 million ~~and $.6 million~~ as of ~~December 23, 2017 and~~ March ~~25, 2017, respectively.~~31, 2018.

Note 2 – Acquisitions

Monro’s acquisitions are strategic moves in our plan to fill in and expand our presence in existing and contiguous 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 ~~the Company’s~~our greenfield store growth strategy.

Subsequent Events

~~We have~~Subsequent to December 29, 2018, we signed a definitive asset purchase ~~agreement~~agreements to complete the acquisition of ~~seven~~12 retail tire and automotive repair stores located ~~within our existing markets.~~in Louisiana. This transaction is expected to close during the fourth quarter of fiscal ~~2018~~2019 and is expected to be financed through our existing credit facility.

On January ~~14, 2018,~~13, 2019, we acquired ~~three~~13 retail tire and automotive repair stores located in ~~Pennsylvania~~Florida from ~~Valley Tire Co.,~~R.A. Johnson, Inc. These stores operate under ~~the Mr.~~The Tire Choice name. The acquisition was financed through our existing credit facility.

Fiscal 2019

During the first nine months of fiscal 2019, we acquired the following businesses for an aggregate purchase price of $45.4 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.

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MONRO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

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 nine months ended December 29, 2018. The total costs related to completed acquisitions were $.1 million and $.4 million for the quarter and nine months ended December 29, 2018, respectively. 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.

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 excess of the net purchase price over net identifiable assets acquired was recorded as goodwill. The preliminary allocation of the aggregate purchase price as of December 29, 2018 was as follows:



	As of Acquisition Date
	(Dollars in thousands)
Trade receivables	$	1,674
Inventories		8,517
Other current assets		230
Property, plant and equipment		12,490
Intangible assets		7,646
Other non-current assets		17
Long-term deferred income tax assets		1,555
Total assets acquired		32,129
Warranty reserves		314
Other current liabilities		1,578
Long-term capital leases and financing obligations		9,018
Other long-term liabilities		523
Total liabilities assumed		11,433
Total net identifiable assets acquired	$	20,696
Total consideration transferred	$	45,447
Less: total net identifiable assets acquired		20,696
Goodwill	$	24,751

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

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MONRO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Fiscal 2018

During the first nine months of fiscal 2018, we acquired the following businesses for an aggregate purchase price of $15.7 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 17, 2017, we acquired one retail tire and automotive repair store located in Indiana from MLR, Incorporated. This store operates under the Car-X name.

On December 10, 2017, we acquired two retail tire and automotive repair stores located in Pennsylvania from TriGar Tire & Auto Service Center, LLC. One store operates under the Monro name and one store operates under the Mr. Tire name.

On August 13, 2017, we acquired eight retail tire and automotive repair stores located in Indiana and Illinois from Auto MD, LLC. These stores operate under the Car-X name.

On July 30, 2017, we acquired 13 retail tire and automotive repair stores in Michigan, 12 of which were operating as Speedy Auto Service and Tire dealer locations, from UVR, Inc. One of the acquired stores was not opened by Monro. These stores operate under the Monro name.

On July 9, 2017, we acquired one retail tire and automotive repair store located in North Carolina from Norman Young Tires, Inc. This store operates under the Treadquarters name.

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~~MONRO, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

On June 25, 2017, we acquired one retail tire and automotive repair store located in Illinois from D&S Pulaski, LLC. This store operates under the Car-X name.

On June 11, 2017, we acquired two retail tire and automotive repair stores located in Minnesota and Wisconsin from J & R Diversified, Inc. These stores operate under the Car-X name.

On June 11, 2017, we acquired one retail tire and automotive repair store located in Ohio from Michael N. McGroarty, Inc. This store operates under the Mr. Tire name.

On June 2, 2017, we acquired one retail tire and automotive repair store located in Connecticut from Tires Plus LLC. This store operates under the Monro name.

On May 21, 2017, we acquired one retail tire and automotive repair store located in Ohio from Bob Sumerel Tire Co., Inc. This store operates under the Mr. Tire name.

On April 23, 2017, we acquired one retail tire and automotive repair store located in Florida from Collier Automotive Group, Inc. This store operates under The Tire Choice name.

We expensed all costs related to acquisitions in the nine months ended December 23, 2017. The total costs related to completed acquisitions were $.1 million and $.4 million for the ~~three~~quarter and nine months ended December 23, 2017, respectively. These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.

Sales for the fiscal 2018 acquired entities for the ~~three~~quarter and nine months ended December 23, 2017 totaled $4.6 million and $8.2 million, respectively, for the period from acquisition date through December 23, 2017.

~~The preliminary fair values~~

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MONRO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

We have recorded the identifiable assets acquired and liabilities assumed ~~were based on preliminary valuations and estimates. The excess~~at their fair values as of their respective acquisition dates (including any measurement period adjustments), with the ~~net purchase price over net tangible and intangible assets acquired was~~remainder recorded as ~~goodwill. The preliminary allocation of the aggregate purchase price as of December 23, 2017 was~~goodwill as follows:



	As of Acquisition Date
	(Dollars in thousands)
Inventories	$	~~476~~474
Other current assets		146
Property, plant and equipment		~~6,675~~6,677
Intangible assets		~~3,380~~3,356
Other non-current assets		7
Long-term deferred income tax assets		~~2,704~~2,738
Total assets acquired		~~13,388~~13,398
Other current liabilities		~~1,243~~1,309
Long-term capital leases and financing obligations		11,298
Other long-term liabilities		80147
Total liabilities assumed		~~12,621~~12,754
Total net identifiable assets ~~acquired~~assumed	$	~~767~~644
Total consideration transferred	$	~~15,732~~15,742
Less: total net identifiable assets ~~acquired~~assumed		~~767~~644
Goodwill	$	~~14,965~~15,098

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~~MONRO, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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
Favorable leases	$	2,304		10 years
Customer lists		~~1,076~~1,052		7 years
Total	$	~~3,380~~3,356		9 ~~years~~

~~Fiscal 2017~~

During the first nine months of fiscal 2017, we acquired the following businesses for an aggregate purchase price of $133.1 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 October 16, 2016, we acquired one retail tire and automotive repair store located in Rhode Island from Hamel Tire Center, Inc. This store operates under the Monro name.~~

~~On October 2, 2016, we acquired three retail tire and automotive repair stores located in Ohio from Parkway D/C Enterprises, Inc. These stores operate under the Mr. Tire name.~~

~~On September 19, 2016, we acquired one commercial tire and automotive repair store located in Florida from Florida Tire Service, LLC. This store operates under The Tire Choice name.~~

~~On September 18, 2016, we acquired two retail tire and automotive repair stores located in Michigan from Davco Development Company and Ricketts, Inc. These stores operate under the Monro name.~~

On September 11, 2016, we acquired 26 retail/commercial tire and automotive repair stores and one retread plant located in North Carolina, as well as four wholesale centers, from Clark Tire & Auto, Inc. These stores operate under the Mr. Tire name. The wholesale centers operate under the Tires Now name.

~~On July 18, 2016, we acquired one retail tire and automotive repair store located in Indiana from NTI, LLC. This store operates under the Car-X name.~~

~~On July 17, 2016, we acquired one retail tire and automotive repair store located in Georgia from Kwik-Fit Tire & Service. This store operates under the Mr. Tire name.~~

~~On July 10, 2016, we acquired four retail tire and automotive repair stores located in Minnesota from Task Holdings, Inc. and Autopar, Inc. These stores operate under the Car-X name.~~

~~On June 26, 2016, we acquired one retail tire and automotive repair store located in Michigan from Harlow Tire Company. This store operates under the Monro name.~~

~~On June 19, 2016, we acquired two retail tire and automotive repair stores located in New Hampshire from Express Tire Centers, LLC. These stores operate under the Tire Warehouse name.~~

~~On May 8, 2016, we acquired one retail tire and automotive repair store located in Florida from Pioneer Tire Pros. This store operates under The Tire Choice name.~~

On May 1, 2016, we acquired 29 retail/commercial tire and automotive repair stores and one retread plant located in Florida from McGee Tire Stores, Inc. These stores operate primarily under The Tire Choice 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 lists, favorable leases and trade names.

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~~MONRO, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

We expensed all costs related to acquisitions in the nine months ended December 24, 2016. The total costs related to completed acquisitions were $.3 million and $.7 million for the three and nine months ended December 24, 2016, respectively. These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses.

Sales for the fiscal 2017 acquired entities for the three and nine months ended December 24, 2016 totaled $43.0 million and $65.0 million, respectively, for the period from acquisition date through December 24, 2016.

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 remainder recorded as goodwill as follows:



	~~As of~~ ~~Acquisition~~ ~~Date~~
	~~(Dollars in~~ ~~thousands)~~
~~Trade receivables~~	$	~~7,006~~
~~Inventories~~		~~18,196~~
~~Other current assets~~		~~405~~
~~Property, plant and equipment~~		~~25,645~~
~~Intangible assets~~		~~18,089~~
~~Other non-current assets~~		~~174~~
~~Long-term deferred income tax assets~~		~~7,014~~
~~Total assets acquired~~		~~76,529~~
~~Warranty reserves~~		~~519~~
~~Other current liabilities~~		~~2,973~~
~~Long-term capital leases and financing obligations~~		~~29,377~~
~~Other long-term liabilities~~		~~1,103~~
~~Total liabilities assumed~~		~~33,972~~
~~Total net identifiable assets acquired~~	$	~~42,557~~
~~Total consideration transferred~~	$	~~133,110~~
~~Plus: gain on bargain purchase~~		13
~~Less: total net identifiable assets acquired~~		~~42,557~~
~~Goodwill~~	$	~~90,566~~

~~The total consideration of $133.1 million is comprised of $133 million in cash, and a $.1 million payable to a seller. The payable is being paid via equal annual payments through September 2019.~~

~~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~~	$	~~9,540~~		~~13 years~~
~~Favorable leases~~		~~5,594~~		~~14 years~~
~~Trade names~~		~~2,955~~		~~17 years~~
~~Total~~	$	~~18,089~~		14 years

As a result of the updated purchase price allocations for the entities acquired during the fiscal year ended March 31, 2018, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments ~~related to~~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 ~~other current assets~~inventories of $.1 million; ~~an increase~~a decrease in property, plant and equipment of ~~$1.4 million;~~$.2 million and a decrease in intangible assets of ~~$2.2 million; a decrease in long-term deferred income tax assets of $.3 million; a decrease in other current liabilities of~~ $.2 ~~million; an increase in long-term capital leases and financing obligations of $.2 million; and an increase in other long-term liabilities of $.1~~ million. The measurement period adjustments resulted in an increase of goodwill of ~~$1.3~~$.5 million.

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~~MONRO, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~These~~The measurement period adjustments were not material to the Consolidated ~~Statements~~Statement of Comprehensive Income for the quarter and nine months ended December ~~23, 2017, respectively.~~29, 2018.

We continue to refine the valuation data and estimates primarily related to inventory, ~~road hazard~~ warranty reserves, intangible assets, real estate, and real property leases for fiscal ~~2017~~2018 acquisitions which closed subsequent to December ~~24, 2016~~23, 2017 and the fiscal ~~2018~~2019 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.

Note 3 – Earnings per Common Share

Basic earnings per common share amounts are computed by dividing income available to common shareholders, after deducting preferred stock dividends, by the average number of common shares outstanding. Diluted earnings per common share amounts assume the issuance of common stock for all potentially dilutive equivalent securities outstanding.

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MONRO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

The following is a reconciliation of basic and diluted earnings per common share for the respective periods:



	Quarter Ended				Nine Months Ended				Quarter Ended				Nine Months Ended
	Fiscal December				Fiscal December				Fiscal December				Fiscal December
	2017		2016		2017		2016		2018		2017		2018		2017
	(Amounts in thousands,								(Amounts in thousands,
	except per share data)								except per share data)
Numerator for earnings per common share calculation:
Net income	$	11,601	$	17,566	$	46,452	$	51,865	$	20,531	$	11,601	$	62,936	$	46,452
Preferred stock dividends		(92)		(102)		(276)		(361)
Less: Preferred stock dividends										(102)		(92)		(306)		(276)
Income available to common shareholders	$	11,509	$	17,464	$	46,176	$	51,504	$	20,429	$	11,509	$	62,630	$	46,176
Denominator for earnings per common share calculation:
Weighted average common shares, basic		32,779		32,466		32,746		32,338		33,032		32,779		32,932		32,746
Effect of dilutive securities:
Preferred stock		510		635		510		718		510		510		510		510
Stock options		52		191		57		250		195		52		134		57
Restricted stock		11		—		4		—		29		11		29		4
Weighted average number of common shares, diluted		33,352		33,292		33,317		33,306		33,766		33,352		33,605		33,317
Basic earnings per common share:	$	.35	$	.54	$	1.41	$	1.59	$	.62	$	.35	$	1.90	$	1.41
Diluted earnings per common share:	$	.35	$	.53	$	1.39	$	1.56	$	.61	$	.35	$	1.87	$	1.39

The computation of diluted earnings per common share excludes the effect of the assumed exercise of approximately 120,000 and 274,000 stock options for the quarter and nine months ended December 29, 2018, respectively, and 934,000 and 1,096,000 stock options for the ~~three and nine months ended fiscal December 23, 2017, respectively, and 242,000 and 241,000 for the three~~quarter and nine months ended December ~~24, 2016,~~23, 2017, respectively. Such amounts were excluded as the exercise ~~prices~~price of these stock options ~~were~~was greater than the average market value of our common stock for those periods, resulting in an anti-dilutive effect on diluted earnings per common share.

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law. The Tax Act made broad and complex changes to U.S. federal corporate income taxation. Additionally, in December 2017, the staff of the SEC issued guidance under Staff Accounting Bulletin No. 118, “Income Tax Accounting Implications of the Tax Cuts and Jobs Act,” allowing taxpayers to record provisional amounts for reasonable estimates when they did not have the necessary information available, prepared or analyzed in reasonable detail to complete their accounting for certain income tax effects of the Tax Act. During the quarter ended December 23, 2017, we recorded a provisional reduction to our net deferred tax asset, as well as a corresponding increase to income tax expense of $5.3 million related to the revaluation of our net deferred tax asset. Additionally, we recognized an income tax benefit of approximately $2.3 million during the quarter ended December 23, 2017 related to the impact of the reduction in the federal statutory income tax rate on our fiscal 2018 estimated annual effective tax rate. The guidance also provided a measurement period, which extended no longer than one year from the enactment date of the Tax Act, during which a company may complete its accounting for the income tax accounting implications of the Tax Act. As of December 29, 2018, our accounting for the impact of the Tax Act is complete. We did not record any material adjustments for the quarter and nine months ended December 29, 2018 to provisional amounts previously recorded. See Note 7 of our Consolidated Financial Statements included in our 2018 Annual Report on Form 10-K for further information.

In the normal course of business, we provide for uncertain tax positions and the related interest and penalties, and adjust our unrecognized tax benefits and accrued interest and penalties accordingly. The total amounts of unrecognized tax benefits were ~~$7.8~~$6.9 million and ~~$6.9~~$6.2 million at December ~~23, 2017~~29, 2018 and March ~~25, 2017,~~31, 2018, respectively, the majority of which, if recognized, would affect ~~the~~our effective tax rate. Additionally, we have accrued interest and penalties related to unrecognized tax benefits of approximately $.5 million and $.4 million as of December ~~23, 2017~~29, 2018 and March ~~25, 2017,~~31, 2018, respectively.

We file U.S. federal income tax returns and income tax returns in various state jurisdictions. ~~Our~~We have finalized the examination by the Internal Revenue Service of our fiscal ~~2015 through~~2016 and fiscal 2017 ~~U.S. federal~~ tax years and have recorded an income tax benefit of approximately $2.0 million related to a retroactive accounting method change application that was accepted by the Internal Revenue Service. An income tax benefit was recorded primarily due to the difference in the federal statutory income tax rate of 35% that applies to the refund amounts resulting from the accounting method change for the examination years, as compared to the federal statutory income tax rate of 21% for which deferred tax accounting applies. Additionally, various state tax years remain subject to income tax examinations by tax authorities.

On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (the “Act”) into legislation. The new U.S. tax legislation is subject to a number of provisions, including a reduction of the U.S. federal corporate income tax rate from 35% to 21% (effective January 1, 2018). On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin 118 that provides additional guidance allowing companies to record provisional amounts during a measurement period not to exceed one year from enactment date to account for the impacts of the Act in their financial statements. We have accounted for the impacts of the Act to the extent a reasonable estimate could be made during the quarter ended December 23, 2017. We will continue to refine our estimates throughout the measurement period or until the accounting is complete, and the impact of the Act may differ from these estimates, possibly materially, due to, among other things, changes in estimates and assumptions that we have made.

As a result of the reduction in the U.S. federal corporate income tax rate from 35% to 21% under the Act, we have recorded a provisional reduction to our net deferred tax asset of $5.3 million, and a corresponding increase to income tax expense for the quarter ended December 23, 2017. The revaluation of our net deferred tax asset is subject to further adjustments during the measurement period due to the complexity of determining our net deferred tax asset as of the enactment date. Some of the information necessary to determine the accounting impacts of the tax rate change includes finalization of our fiscal 2017 tax return as well as refining the analysis of which existing deferred balances at the enactment date will reverse in fiscal 2018 and which deferred balances will reverse after fiscal 2018. Further, we recognized an income tax benefit related to the reduction of approximately 300 basis points in our fiscal 2018 estimated annual effective tax rate due to the decrease in the statutory tax rate during the quarter ended December 23, 2017.

Long-term debt had a carrying amount ~~and~~that approximates a fair value of ~~$154.6~~$119.9 million as of December ~~23, 2017,~~29, 2018, as compared to a carrying amount and a fair value of ~~$182.4~~$148.1 million as of March ~~25, 2017.~~31, 2018. The fair value of long-term debt was estimated based on discounted cash flow analyses using either quoted market prices for the same or similar issues, or the current interest rates offered to Monro for debt with similar maturities.

~~The following represents non-cash investing and financing activities during the periods indicated:~~

~~In connection with the fiscal 2018 acquisitions and fiscal 2017 acquisition measurement period adjustments (see Note 2), liabilities were assumed as follows:~~

~~In connection with the fiscal 2017 acquisitions and fiscal 2016 acquisition measurement period adjustments, liabilities were assumed as follows:~~

In May ~~2017,~~2018, our Board of Directors declared its intention to pay a regular quarterly cash dividend during fiscal ~~year 2018~~2019 of ~~$.18~~$.20 per common share or common share equivalent beginning with the first quarter of fiscal ~~year 2018.~~2019. We paid dividends of ~~$18.0~~$20.1 million during the nine months ended December ~~23, 2017.~~29, 2018. However, the declaration of and any determination as to the payment of future dividends will be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with charter and credit facility restrictions, and such other factors as the Board of Directors deems relevant.

Automotive undercar repair, tire sales and tire services represent the vast majority of our revenues. We also earn revenue from the sale of tire road hazard warranty agreements as well as commissions earned from the delivery of tires on behalf of certain tire vendors.

Revenue from automotive undercar repair, tire sales and tire services is recognized at the time the customers take possession of their vehicle or merchandise. For sales to certain customers that are financed through the offering of credit on account, payment terms are established for customers based on our pre-established credit requirements. Payment terms vary depending on the customer and generally range from 15 to 45 days. Based on the nature of receivables, no significant financing components exist. Sales are recorded net of discounts, sales incentives and rebates, sales taxes and estimated returns and allowances. We estimate the reduction to sales and cost of sales for returns based on current sales levels and our historical return experience. Such amounts are immaterial to our Consolidated Financial Statements.

Revenue from the sale of tire road hazard warranty agreements (included in the Tires product group in the table summarizing disaggregated revenue by product group below) is initially deferred and is recognized over the contract period as costs are expected to be incurred in performing such services, typically 21 to 36 months. The amounts recorded for deferred revenue balances at December 29, 2018 and March 31, 2018 were $17.3 million and $17.2 million, respectively, of which $12.1 million and $11.9 million, respectively, are reported in Warranty reserves and $5.2 million and $5.3 million, respectively, are reported in Other long-term liabilities in our Consolidated Balance Sheets.

The following table summarizes deferred revenue related to road hazard warranty agreements from March 31, 2018 to December 29, 2018:

We expect to recognize $4.0 million of deferred revenue related to road hazard warranty agreements in the remainder of fiscal 2019, $9.7 million of such deferred revenue during our fiscal year ending March 28, 2020, and $3.6 million of such deferred revenue thereafter.

Under various arrangements, we receive from certain tire vendors a delivery commission and reimbursement for the cost of the tire that we may deliver to customers on behalf of the tire vendor. The commission we earn from these transactions (included in the Tires product group in the following table) is as an agent and the net amount retained is recorded as sales.

See Note 2 for a discussion of acquisitions subsequent to December ~~23, 2017.~~29, 2018.

Third Quarter and Nine Months Ended December ~~23, 2017~~29, 2018 as Compared to Third Quarter and Nine Months Ended December ~~24, 2016~~23, 2017

Sales were $310.1 million for the quarter ended December 29, 2018 as compared with $285.7 million for the quarter ended December 23, ~~2017 as compared with $288.3 million for the quarter ended December 24, 2016.~~2017. The sales ~~decrease~~increase of ~~$2.6~~$24.4 million, or ~~.9%~~8.5%, was due to ~~a decrease in comparable store sales of 3.1%. Largely offsetting the comparable store sales decline was a sales~~an increase of ~~$6.4~~$19.8 million related to new stores, of which ~~$2.3~~$14.3 million came from the fiscal ~~2017~~2019 and fiscal 2018 acquisitions. Additionally, ~~there~~comparable store sales increased by 2.2%. Partially offsetting this was a decrease in sales from closed stores amounting to ~~$1.4~~$1.3 million. There were 90 selling days in ~~both~~ the ~~quarters~~quarter ended December 23, 2017 ~~and~~as compared to 89 selling days in the quarter ended December ~~24, 2016.~~29, 2018 due to the timing of the Christmas holiday. Adjusting for days, comparable store sales increased by 3.3%.

Sales were $913.0 million for the nine months ended December 29, 2018 as compared with $842.2 million for the nine months ended December 23, ~~2017 as compared with $769.5 million for the nine months ended December 24, 2016.~~2017. The sales increase of ~~$72.7~~$70.8 million, or ~~9.5%~~8.4%, was due to an increase of ~~$82.4~~$54.0 million related to new stores, of which ~~$66.4~~$39.5 million came from the fiscal ~~2017~~2019 and fiscal 2018 acquisitions. ~~Partially offsetting this was a decrease in~~Additionally, comparable store sales ~~of .7%~~increased by 2.4%. ~~Additionally, there~~Partially offsetting this was a decrease in sales from closed stores amounting to ~~$4.3~~$4.8 million. There were 271 selling days in the ~~first~~ nine months ended December 23, 2017 as compared to 270 selling days in the nine months ended December 29, 2018. Adjusting for days, comparable store sales increased by 2.8%.

Barter sales of slower moving inventory totaled approximately $3.7 million and $1.8 million for the nine months ended December 29, 2018 and December 23, 2017, respectively. There were no barter sales in the third quarter of fiscal ~~2018 and~~2019 or fiscal ~~2017.~~ 2018.

~~Barter sales of slower moving inventory totaled approximately $1.8 million and $1.5 million for the nine months ended December 23, 2017 and December 24, 2016, respectively.~~

At December ~~23, 2017,~~29, 2018, we had 1,186 Company-operated stores and 99 franchised locations as compared with 1,138 Company-operated stores and 103 franchised locations ~~as compared with 1,098~~at December 23, 2017. At March 31, 2018, we had 1,150 Company-operated stores and ~~132 franchised locations at December 24, 2016. At March 25, 2017, we had 1,118 Company-operated stores and 114~~102 franchised locations. During the quarter ended December ~~23, 2017,~~29, 2018, we added ~~four~~nine Company-operated stores ~~(including one purchased from an existing franchisee)~~ and closed one store. Additionally, two ~~stores. Additionally, one~~ franchised ~~location was closed~~locations were opened during the quarter and nine months ended December ~~23, 2017.~~29, 2018. Year-to-date, we have added 3445 Company-operated stores (including ~~ten~~five purchased from existing franchisees) and closed 14nine stores. ~~Additionally, we closed two and opened one franchised locations during the nine months ended December 23, 2017.~~

Comparable store brakes, ~~maintenance services,~~ tires and alignment category sales for the quarter ended December ~~23, 2017 decreased~~29, 2018 increased by approximately 1%12%, 3%~~, 4%~~ and 5%1%, respectively, from the prior year ~~period. The~~quarter when adjusted for days. However, front end/shocks category ~~was relatively flat~~sales for the quarter ended December 29, 2018 decreased by approximately 4% on a comparable store basis when adjusted for days as compared to the same period in the prior year. Comparable store maintenance services category sales for the quarter ended December 29, 2018 when adjusted for days were relatively flat from the prior year quarter. Comparable store sales when adjusted for days were impacted by higher average ticket ~~offset by lower traffic.~~from improved in-store execution.

Gross profit for the quarter ended December ~~23, 2017~~29, 2018 was ~~$107.0~~$118.0 million or ~~37.4%~~38.0% of sales as compared with ~~$105.6~~$107.0 million or ~~36.6%~~37.4% of sales for the quarter ended December ~~24, 2016.~~23, 2017. The increase in gross profit for the quarter ended December ~~23, 2017,~~29, 2018, as a percentage of sales, was due primarily to a decrease in ~~material costs. Total material~~labor costs ~~including outside purchases, decreased~~ as a percentage of sales as compared to the prior year quarter ~~ended December 24, 2016 largely~~ due to a continued focus on our store staffing optimization initiative, as well as a decrease in distribution and occupancy costs as a percentage of sales ~~mix.~~ from the prior year as we gained leverage on these largely fixed costs with higher overall comparable store sales. Partially offsetting these decreases was an increase in material costs which increased slightly as a percentage of sales as compared to the prior year quarter due primarily to a shift in sales mix related to recent acquisitions that have included commercial and wholesale tire locations.

At our retail tire and automotive repair locations, we provide a broad range of services on passenger cars, light trucks and vans for brakes; mufflers and exhaust systems; and steering, drive train, suspension and wheel alignment. We also provide other products and services, including tires and routine maintenance services, ~~such as~~including state inspections. ~~During~~In recent years, including fiscal ~~2017,~~2019, we acquired certain tire and automotive repair locations that also serve commercial customers and sell tires to customers for resale. These locations conduct tire and automotive repair activities that are similar to our retail locations, other than with respect to the lower gross margin sales mix resulting from the sale of commercial tires and the lower gross margin of the wholesale locations. The lower gross margin at our wholesale locations is due primarily to the higher mix of tires sold and the fact that those tire sales do not include installation or other tire related services that are more common at other locations. InDuring the ~~aggregate,~~quarter ended December 29, 2018, there was an increase in consolidated revenue from the prior year quarter of approximately $8.3 million due to increased sales from commercial and wholesale locations ~~had consolidated revenue of approximately $21.2 million and $21.7 million for the quarters ended December 23, 2017 and December 24, 2016, respectively.~~acquired in fiscal 2019. Additionally, due to the sales mix from our commercial and wholesale locations acquired in fiscal 2019, our consolidated gross margin for the quarter ended December ~~23, 2017~~29, 2018 was reduced by approximately ~~210~~90 basis points ~~as compared to a reduction in consolidated gross margin of approximately 270 basis points for~~from the prior year quarter.

On a ~~consolidated~~comparable store basis, ~~distribution and occupancy costs~~gross profit for the quarter ended December ~~23, 2017~~29, 2018 increased ~~as a percentage of sales,~~by approximately 160 basis points as compared to the prior year ~~quarter as we lost leverage on these largely fixed costs due to a decrease in comparable store sales. Labor costs were relatively flat, as a percentage of sales, as compared to the prior year~~ quarter.

Gross profit for the nine months ended December ~~23, 2017~~29, 2018 was ~~$327.8~~$355.2 million ~~or 38.9% of sales~~ as compared ~~with $303.7~~to $327.8 million ~~or 39.5% of sales~~ for the nine months ended December ~~24, 2016. The year-to-date decrease~~23, 2017 and remained flat at 38.9% of sales as compared to the same period of the prior year. For the nine months ended December 29, 2018, the increase in ~~gross profit,~~material costs as a percentage of sales, ~~was due primarily to~~resulting from a shift in sales mix related to recent acquisitions, including the recently acquired commercial and wholesale tire ~~locations.~~ locations, was offset by a decrease in labor costs, as well as distribution and occupancy costs, which decreased as a percentage of sales, when compared to the same period in the prior year.

On a comparable store basis, gross profit for the nine months ended December ~~23, 2017~~29, 2018 increased by approximately 70 basis points as ~~a percentage of sales, from~~compared to the prior year ~~nine months due primarily to lower material costs as a percentage of sales.~~period.

Operating expenses for the quarter ended December ~~23, 2017~~29, 2018 were $87.3 million or 28.1% of sales as compared to $77.7 million or 27.2% ~~of sales as compared with $72.5 million or 25.2%~~ of sales for the quarter ended December ~~24, 2016. The increase of $5.2 million is primarily attributable to~~23, 2017. During the quarter ended December 23, 2017, operating expenses included approximately $2.7 million in one-time costs consisting of $2.0 million in litigation settlement costs and $.7 million in management transition costs. The ~~remaining year-over-year dollar~~ increase ~~represents~~in operating expenses from 40the comparable period of the prior year is primarily due to $1.5 million in costs related to Monro.Forward initiatives and investments, including $.4 million in one-time costs, in order to enhance operational excellence and customer experience, as well as $.4 million of corporate and field management realignment costs. The remaining increase includes increased expenses for 48 net new ~~stores.~~stores, as well as increased incentive compensation expense related to our improved performance.

For the nine months ended December ~~23, 2017,~~29, 2018, operating expenses increased by ~~$23.6~~$25.9 million to ~~$230.9~~$256.9 million from the comparable period of the prior year and were ~~27.4%~~28.1% of sales as compared to ~~26.9%~~27.4% of sales for the nine months ended December ~~24, 2016.~~23, 2017. During the nine months ended December 23, 2017, operating expenses included approximately $4.2 million in one-time costs consisting of $2.0 million in litigation settlement costs and $2.2 million in management transition costs. The increase is due primarily to increased expenses for new stores, as well as litigation settlement expenses of approximately $2.0 million and expenses related to the management transition of approximately $2.2 million.

expenses from the comparable period of the prior year is primarily due to $4.9 million in costs related to Monro.Forward initiatives and investments, including $2.2 million in one-time costs, in order to enhance operational excellence and customer experience, as well as $.4 million of corporate and field management realignment costs. The remaining increase includes increased expenses for new stores, as well as increased incentive compensation expense related to our improved performance.

Operating income for the quarter ended December ~~23, 2017~~29, 2018 of approximately ~~$29.3~~$30.7 million ~~decreased~~increased by ~~11.4%~~4.8% as compared to operating income of approximately ~~$33.1~~$29.3 million for the quarter ended December ~~24, 2016,~~23, 2017, and decreased as a percentage of sales from 10.3% to 9.9% for the reasons described above. Adjusting for the impact on operating income for the reduction of selling days due to the Christmas holiday shift, operating income was 10.3% of sales.

Operating income for the nine months ended December 29, 2018 of approximately $98.3 million increased by 1.5% as compared to operating income of approximately $96.9 million for the nine months ended December 23, 2017, and decreased as a percentage of sales from 11.5% to ~~10.3%~~10.8% for the reasons described above. ~~Excluding~~Adjusting for the ~~litigation settlement and management transition costs in the quarter,~~impact on operating ~~income would have been $32.0 million, a decrease of 3.4% year-over-year and operating margin would have been 11.2%, a decline of 30 basis points year-over-year.~~

~~Operating~~ income for the ~~nine months ended December 23, 2017~~reduction of ~~approximately $96.9 million increased by .6% as compared~~selling days due to the Christmas holiday shift, operating income was 10.9% of approximately $96.3 million for the nine months ended December 24, 2016, and decreased as a percentage of sales from 12.5% to 11.5% for the reasons described above. Excluding the expenses related to the litigation settlement and management transition, operating income would have been $101.1 million, an increase of 5.0% year-over-year and operating margin would have been 12.0%, a decline of 50 basis points year-over-year.sales.

Net interest expense for the quarter ended December ~~23, 2017~~29, 2018 increased by approximately ~~$.9~~$.7 million as compared to the same period in the prior year, and increased from ~~1.8%~~2.1% to ~~2.1%~~2.2% as a percentage of sales for the same periods. The weighted average debt outstanding for the quarter ended December ~~23, 2017~~29, 2018 decreased by approximately ~~$14~~$7 million as compared to the quarter ended December ~~24, 2016.~~23, 2017. This decrease is primarily related to a decrease in debt outstanding under our Revolving Credit ~~Facility. This was~~Facility, partially offset by an increase in capital lease debt recorded in connection with the fiscal ~~2017~~2018 and fiscal ~~2018~~2019 acquisitions and greenfield ~~expansion, as well as~~expansion. There was also an increase in the weighted average interest rate for the quarter ended December ~~23, 2017~~29, 2018 of approximately ~~110~~70 basis points as compared to the third quarter of the prior year. The increase in the weighted average interest rate for the quarter ended December ~~23, 2017~~29, 2018 was ~~largely~~ due to ~~an increase in capital lease debt, as well as~~ an increase in the LIBOR and prime ~~rate~~rates from the ~~same period of the~~ prior ~~year.~~year period.

Net interest expense for the nine months ended December ~~23, 2017~~29, 2018 increased by approximately ~~$3.8~~$2.2 million as compared to the same period in the prior year, and increased from ~~1.8%~~2.1% to ~~2.1%~~2.2% as a percentage of sales for the same periods. ~~The weighted~~Weighted average debt ~~outstanding~~ increased by approximately ~~$27~~$11 million ~~as compared to~~and the same period of the prior year. This increase is primarily related to an increase in capital lease debt recorded in connection with the fiscal 2017 and fiscal 2018 acquisitions, partially offset by a decrease in debt outstanding under our Revolving Credit Facility. The weighted average interest rate increased by approximately 9060 basis points as compared to the same period of the prior year.

The effective income tax rate for the quarter ended December 29, 2018 and December 23, 2017 was 15.3% and ~~December 24, 2016 was~~ 50.1% ~~and 37.2%~~, respectively, of pre-tax income. ~~On December 22, 2017, President Trump signed~~The effective income tax rate for each respective period was significantly impacted by the Tax Cuts and Jobs Act (the ~~“Act”~~“Tax Act”) ~~into legislation. The new U.S. tax legislation is subject to a number of provisions, including a reduction of the U.S. federal corporate~~. Our effective income tax rate for the quarter ended December 29, 2018 benefited from ~~35% to 21% (effective January 1, 2018).~~a reduced federal statutory income tax rate. The ~~increase in the~~ effective income tax rate for the quarter ended December 29, 2018 reflects an income tax benefit of $2.0 million arising from the Internal Revenue Service’s examination of our fiscal 2016 and fiscal 2017 tax years. An income tax benefit was recorded primarily due to the difference in the federal statutory income tax rate of 35% that applies to refund amounts resulting from an application for a retroactive accounting method change that was accepted by the Internal Revenue Service, as compared to the federal statutory income tax rate of 21% for which deferred tax accounting applies. In addition, as it relates to the Tax Act, we recorded a provisional tax expense of $5.3 million reduction in deferred tax assets resulting from enactment of the Act, partially offset by the impact from the decrease in the statutory tax rate. We will continue to refine our estimates until the accounting is complete, and the impact of the Act may differ from these estimates, possibly materially, due to, among other things, changes in estimates and assumptions that we have made.

~~For~~during the quarter ended December 23, 2017 for the ~~estimated~~revaluation of our net deferred tax ~~effects of the Act~~assets. Additional discrete tax items recognized in tax expense decreased diluted earnings per share by approximately $.10. We expect future earnings to be positively impacted largely due to the reduction of the U.S. federal corporate income tax rate from 35% to 21% (effective January 1, 2018).during each respective quarter are insignificant.

The effective income tax rate for the nine months ended December 29, 2018 and December 23, 2017 was 20.3% and ~~December 24, 2016 was~~ 41.4% ~~and 37.1%~~, respectively, of pre-tax income. The ~~difference in~~effective income tax rate for each respective period was significantly impacted by the Tax Act. Our effective income tax rate ~~was primarily due~~for the nine months ended December 29, 2018 benefited from a reduced federal statutory income tax rate. The effective income tax rate for the nine months ended December 29, 2018 reflects an income tax benefit of $2.0 million arising from the Internal Revenue Service’s examination of our fiscal 2016 and fiscal 2017 tax years. In addition, as it relates to the ~~net~~Tax Act, we recorded a provisional tax expense of ~~approximately $3.2~~$5.3 million ~~recorded~~ during the ~~quarter~~nine months ended December 23, 2017 ~~related to~~for the ~~estimated impact~~revaluation of ~~the Act.~~our net deferred tax assets. Additional discrete tax items recognized during each respective period are insignificant.

Net income for the quarter ended December ~~23, 2017~~29, 2018 of ~~$11.6~~$20.5 million ~~decreased 34.0%~~increased 77.0% from net income for the quarter ended December ~~24, 2016.~~23, 2017. Earnings per common share on a diluted basis for the quarter ended December ~~23, 2017~~29, 2018 of $.61, including $.06 per share of income tax benefit offset by $.01 per share of non-recurring costs related to Monro.Forward initiatives and investments, $.01 per share of corporate and field management realignment costs and $.04 per share of negative impact from the reduction in selling days, increased 74.3% as compared to diluted earnings per share of $.35 ~~decreased 34.0% as compared to~~for the quarter ended December ~~24, 2016. Excluding~~23, 2017, which included $.15 per share of one-time costs, including $.10 per share related to the net impact of ~~newly enacted tax legislation,~~the Tax Act, $.04 per share in litigation settlement costs and $.01 per share in management transition ~~costs and adjusted for rounding, adjusted diluted earnings per share for the third quarter of fiscal 2018 were $.49, a decrease of 7.5% year-over-year.~~costs.

For the nine months ended December ~~23, 2017,~~29, 2018, net income of ~~$46.5~~$62.9 million ~~decreased 10.4% and diluted earnings per common share of $1.39 decreased 10.9% as compared to~~increased 35.5% from net income for the nine months ended December ~~24, 2016. Excluding $.10~~23, 2017. Earnings per common share on a diluted basis for the nine months ended December 29, 2018 of $1.87, including $.05 per share of non-recurring costs related to ~~the net impact of newly enacted tax legislation, $.04~~Monro.Forward initiatives and investments, $.01 per share ~~in litigation settlement~~of corporate and field management realignment costs, and $.04 per share of negative impact from the reduction in ~~management transition costs, adjusted~~selling days, partially offset by $.06 per share of income tax benefit, increased 34.5% as compared to diluted earnings per share of $1.39 for the ~~third quarter of fiscal 2018 were $1.57, relatively flat as compared to $1.56 in the prior year comparable period.~~

ended December 23, 2017, which included $.18 per share in one-time costs, including $.10 per share related to the net impact of the Tax Act, $.04 per share in litigation settlement costs and $.04 per share in management transition costs.

Our primary capital requirements in fiscal ~~2018~~2019 are the upgrading of facilities and systems and the funding of our store expansion program, including potential acquisitions of existing store chains. For the nine months ended December ~~23, 2017,~~29, 2018, we spent approximately ~~$46.1~~$76.8 million on these items. Capital requirements were met primarily by cash flow from operations and from our revolving credit facility.

In May ~~2017,~~2018, our Board of Directors declared its intention to pay a regular quarterly cash dividend of ~~$.18~~$.20 per common share or common share equivalent beginning with the first quarter of fiscal ~~2018.~~2019. We paid dividends of ~~$18.0~~$20.1 million during the nine months ended December ~~23, 2017.~~29, 2018. However, the declaration of and any determination as to the payment of future dividends will be at the discretion of the Board of Directors and will depend on Monro’s financial condition, results of operations, capital requirements, compliance with charter and credit facility restrictions, and such other factors as the Board of Directors deems relevant.

Additionally, we have signed a definitive asset purchase agreement to complete the acquisition of ~~seven~~12 retail tire and automotive repair stores located ~~within our existing markets.~~in Louisiana. This transaction is expected to close during the fourth quarter of fiscal ~~2018~~2019 and is expected to be financed through our existing credit facility.

The acquisition subsequent to December ~~23, 2017~~29, 2018 was financed through our existing credit facility. See “Acquisitions” in Note 2 of our Condensed Consolidated Financial Statements.

We plan to continue to seek suitable acquisition candidates. We believe we have sufficient resources available (including cash flow from operations and bank financing) to expand our business as currently planned for the next twelve months.

In January 2016, we entered into a new five-year $600 million revolving credit facility agreement currently with ~~nine~~eight banks (the “Credit Facility”). The Credit Facility replaced our previous revolving credit facility, as amended, which would have expired in December 2017. Interest only is payable monthly throughout the Credit Facility’s term. The Credit Facility increased our current borrowing capacity from our prior financing agreement by $350 million to $600 million, and includes an accordion feature permitting us to request an increase in availability of up to an additional $100 million, an increase of $25 million from our prior revolving credit facility. The expanded facility bears interest at 75 to 175 basis points over LIBOR. The Credit Facility requires fees payable quarterly throughout the term between .15% and .35% of the amount of the average net availability under the Credit Facility during the preceding quarter. There was ~~$154.5~~$119.9 million outstanding under the Credit Facility at December 29, 2018, as compared to $154.5 million outstanding at December 23, 2017.

Within the Credit Facility, we have a sub-facility of $80 million available for the purpose of issuing standby letters of credit. The line requires fees aggregating 87.5 to 187.5 basis points over LIBOR annually of the face amount of each standby letter of credit, payable quarterly in arrears. There was ~~$29.4~~$31.4 million in an outstanding letter of credit at December ~~23, 2017.~~29, 2018.

The net availability under the Credit Facility at December ~~23, 2017~~29, 2018 was ~~$416.1~~$448.7 million.

Specific terms of the Credit Facility permit the payment of cash dividends not to exceed 50% of the prior year’s net income, and permit mortgages and specific lease financing arrangements with other parties with certain limitations. Other specific terms and the maintenance of specified ratios are generally consistent with our prior financing agreement. Additionally, the Credit Facility is not secured by our real property, although we have agreed not to encumber our real property, with certain permissible exceptions. We were in compliance with all debt covenants at December ~~23, 2017.~~29, 2018.

In addition, we have financed certain store properties ~~and equipment~~ with capital leases/financing obligations, which amounted to ~~$244.8~~$250.2 million at December ~~23, 2017~~29, 2018 and are due in installments through May 2045.

See “Recent Accounting Pronouncements” in Note 1 of the Company’s Condensed Consolidated Financial Statements for a discussion of the impact of recently issued accounting standards on our Condensed Consolidated Financial Statements as of December ~~23, 2017~~29, 2018 and the expected impact on the Consolidated Financial Statements for future periods.

We are exposed to market risk from potential changes in interest rates. As of December ~~23, 2017,~~29, 2018, approximately ~~.05%~~.03% of our debt financing, excluding capital leases and financing obligations, was at fixed interest rates and, therefore, the fair value of such debt financing is affected by changes in market interest rates. Our cash flow exposure on floating rate debt would result in annual interest expense fluctuations of approximately ~~$1.5~~$1.2 million based upon our debt position at December ~~23, 2017~~29, 2018 and ~~$1.8~~approximately $1.5 million for the fiscal year ended March ~~25, 2017,~~31, 2018, respectively, given a 1% change in LIBOR.

Debt financing had a carrying amount ~~and~~that approximates a fair value of ~~$154.6~~$119.9 million as of December ~~23, 2017,~~29, 2018, as compared to a carrying amount and a fair value of ~~$182.4~~$148.1 million as of March ~~25, 2017.~~31, 2018.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that we file or submit to the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In conjunction with the close of each fiscal quarter and under the supervision of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), we conduct an update, a review and an evaluation of the effectiveness of our disclosure controls and procedures. It is the conclusion of our Chief Executive Officer and Chief Financial Officer, based upon an evaluation completed as of the end of the most recent fiscal quarter reported on herein, that our disclosure controls and procedures were effective.

There were no changes in our internal control over financial reporting during the quarter ended December ~~23, 2017~~29, 2018 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~On December 13, 2017, the Company settled an ongoing litigation matter, entitled~~ ~~Ellersick, et.al.v. Monro Muffler Brake, Inc. and Monro Service Corporation (U.S. District Court, Western District of New York)~~, together with related matters, which were first instituted in September 2010, regarding current and former Company technicians and assistant managers who alleged violations of the Fair Labor Standards Act and various state laws relating to, among other things, overtime and unpaid wages. The settlement amount of $1,950,000 is included within operating, selling, general and administrative expenses in the Company’s Consolidated Financial Statements. Such amount was estimated by the Company to be less than the legal fees and expenses that the Company believed it would likely incur in connection with defending such matter during the next twelve months.

We are not a party or subject to any legal proceedings other than certain claims and lawsuits that arise in the normal course of our business. We do not believe that such claims or lawsuits, individually or in the aggregate, will have a material adverse effect on our financial condition or results of operations.

Except as provided below, there have not been any material changes to the risk factors previously discussed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2018.

Changes in the U.S. trade environment, including the recent imposition of import tariffs, could adversely affect our consolidated results of operations and cash flows.

The U.S. government recently proposed new or higher tariffs on specified imported products originating from China in response to what it characterizes as unfair trade practices, and China has responded by proposing new or higher tariffs on specified products imported from the United States. Additionally, the U.S. government has recently imposed imported steel and aluminum tariffs in response to national security concerns and several countries have retaliated by proposing or imposing new tariffs on specified products imported from the United States. Although we have no foreign operations and do not manufacture any products, tariffs imposed on products that we sell, such as tires, may cause our expenses to increase, which could adversely affect our profitability unless we are able to raise our prices for these products. If we increase the price of products impacted by tariffs, our service offerings may become less attractive relative to services offered by our competitors or cause our customers to delay needed maintenance. Given the uncertainty regarding the scope and duration of these trade actions by the U.S. or other countries, the impact of these trade actions on our operations or results remains uncertain. However, the tariffs, along with any additional tariffs or retaliatory trade restrictions implemented by other countries, could adversely affect the operating profits of our business, which could have an adverse effect on our consolidated results of operations and cash flows.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	Quarter Ended				Nine Months Ended
	Fiscal December				Fiscal December				Quarter Ended				Nine Months Ended
	2017		2016		2017		2016		Fiscal December				Fiscal December
	(Dollars in thousands,								2018		2017		2018		2017
	except per share data)								(Dollars in thousands, except per share data)
Sales	$	285,730	$	288,283	$	842,237	$	769,500	$	310,110	$	285,730	$	913,027	$	842,237
Cost of sales, including distribution and occupancy costs		178,743		182,683		514,426		465,834		192,144		178,743		557,876		514,426
Gross profit		106,987		105,600		327,811		303,666		117,966		106,987		355,151		327,811
Operating, selling, general and administrative expenses		77,688		72,526		230,943		207,372		87,256		77,688		256,862		230,943
Operating income		29,299		33,074		96,868		96,294		30,710		29,299		98,289		96,868
Interest expense, net of interest income		6,138		5,261		17,997		14,233		6,797		6,138		20,180		17,997
Other income, net		(99)		(165)		(336)		(445)		(321)		(99)		(809)		(336)
Income before provision for income taxes		23,260		27,978		79,207		82,506		24,234		23,260		78,918		79,207
Provision for income taxes		11,659		10,412		32,755		30,641		3,703		11,659		15,982		32,755
Net income		11,601		17,566		46,452		51,865		20,531		11,601		62,936		46,452
Other comprehensive loss, net of tax:
Changes in pension, net of tax benefit		(50)		(83)		(151)		(211)		(76)		(50)		(227)		(151)
Comprehensive income	$	11,551	$	17,483	$	46,301	$	51,654	$	20,455	$	11,551	$	62,709	$	46,301
Earnings per common share:
Basic	$	.35	$	.54	$	1.41	$	1.59	$	.62	$	.35	$	1.90	$	1.41
Diluted	$	.35	$	.53	$	1.39	$	1.56	$	.61	$	.35	$	1.87	$	1.39
Weighted average number of common shares outstanding used in computing earnings per share:
Basic										33,032		32,779		32,932		32,746
Diluted										33,766		33,352		33,605		33,317



	Nine Months Ended				Nine Months Ended
	Fiscal December				Fiscal December
	2017		2016		2018		2017
	(Dollars in thousands)				(Dollars in thousands)
	Increase (Decrease) in Cash				Increase (Decrease) in Cash
Cash flows from operating activities:
Net income	$	46,452	$	51,865	$	62,936	$	46,452
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation and amortization		36,477		33,310		41,035		36,477
Gain on bargain purchase		(13)		—		-		(13)
(Gain) loss on disposal of assets		(400)		219
Gain on disposal of assets						(314)		(400)
Stock-based compensation expense		2,010		2,230		3,150		2,010
Net change in deferred income taxes		12,183		6,859		10,707		12,183
Change in operating assets and liabilities (excluding acquisitions)
Change in operating assets and liabilities (excluding acquisitions):
Trade receivables		(1,367)		142		(1,777)		(1,367)
Inventories		118		8,724		2,225		118
Other current assets		(6,390)		(12,326)		772		(6,390)
Other non-current assets		2,305		2,637		1		2,305
Trade payables		6,802		11,580		10,598		6,802
Accrued expenses		547		(2,413)		1,596		547
Federal and state income taxes payable		(1,445)		(472)		(1,091)		(1,445)
Other long-term liabilities		(780)		(1,153)		(1,767)		(780)
Long-term income taxes payable		610		552		536		610
Total adjustments		50,657		49,889		65,671		50,657
Net cash provided by operating activities		97,109		101,754		128,607		97,109
Cash flows from investing activities:
Capital expenditures		(29,727)		(28,082)		(30,763)		(29,727)
Acquisitions, net of cash acquired		(16,363)		(133,684)		(46,052)		(16,363)
Proceeds from the disposal of assets		2,333		1,467		492		2,333
Other						281		-
Net cash used for investing activities		(43,757)		(160,299)		(76,042)		(43,757)
Cash flows from financing activities:
Proceeds from borrowings		260,951		389,703		313,875		260,951
Principal payments on long-term debt, capital leases
and financing obligations		(300,514)		(318,297)		(356,834)		(300,514)
Exercise of stock options		3,035		2,491		12,148		3,035
Dividends paid		(17,966)		(16,874)		(20,084)		(17,966)
Net cash (used for) provided by financing activities		(54,494)		57,023
Decrease in cash		(1,142)		(1,522)
Net cash used for financing activities						(50,895)		(54,494)
Increase (decrease) in cash						1,670		(1,142)
Cash at beginning of period		8,995		7,985		1,909		8,995
Cash at end of period	$	7,853	$	6,463	$	3,579	$	7,853



	~~(Dollars in thousands)~~
~~Fair value of assets acquired~~	$	~~12,231~~
~~Goodwill acquired~~		~~16,253~~
~~Gain on bargain purchase~~		~~(13)~~
~~Cash paid, net of cash acquired~~		~~(15,757)~~
~~Liabilities assumed~~	$	~~12,714~~



	~~(Dollars in thousands)~~
~~Fair value of assets acquired~~	$	~~76,149~~
~~Goodwill acquired~~		~~95,973~~
~~Cash paid, net of cash acquired~~		~~(133,684)~~
~~Amounts payable to sellers~~		~~545~~
~~Liabilities assumed~~	$	~~38,983~~



	Dollars in
	thousands
Balance at March 31, 2018	$	17,182
Deferral of revenue		12,647
Deferral of revenue from acquisitions		566
Recognition of revenue		(13,121)
Balance at December 29, 2018	$	17,274


	MONRO, INC.

DATE: February ~~1, 2018~~7, 2019	By:	/s/ Brett T. Ponton
		Brett T. Ponton
		Chief Executive Officer and President ~~(Principal~~ (Principal Executive Officer)

DATE: February ~~1, 2018~~7, 2019	By:	/s/ Brian J. D’Ambrosia
		Brian J. D’Ambrosia
		~~Senior~~Executive Vice President-Finance, Treasurer and
		Chief Financial Officer ~~(Principal~~ (Principal Financial Officer and Principal Accounting Officer)