Acquisitions | Note 2 – Acquisitions Monro’s acquisitions are strategic moves in our plan to fill in and expand our presence in existing and contiguous markets, 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 greenfield store growth strategy. Subsequent Events We have signed definitive asset purchase agreements to complete the acquisition of 12 retail/commercial tire and automotive repair stores located primarily within our existing markets. These transactions are expected to close during the second quarter of fiscal 2019 and are expected to be financed through our existing credit facility. 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. The acquisition was financed through our existing credit facility. 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. The acquisition was financed through our existing credit facility. Fiscal 2019 During the first quarter of fiscal 2019, we acquired the following businesses for an aggregate purchase price of $27.3 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 May 13, 2018 , we acquired 12 retail/commercial tire and automotive repair stores and one retread facility located in Tennessee, as well as four wholesale locations in North Carolina, Tennessee and Virginia, from Free Service Tire Company, Incorporated. These locations operate under the Free Service Tire name. · On April 1, 2018 , we acquired four retail tire and automotive repair stores located in Minnesota from Liberty Auto Group, Inc. These stores operate under the Car-X name. These acquisitions resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining these businesses with ours, as well as unidentifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes. We have recorded finite-lived intangible assets at their estimated fair value related to customer lists, favorable leases and a trade name. We expensed all costs related to acquisitions in the quarter ended June 30, 2018. The total costs related to completed acquisitions were $.2 million for the quarter ended June 30, 2018. These costs are included in the Consolidated Statements of Comprehensive Income primarily under operating, selling, general and administrative expenses. Sales for the fiscal 2019 acquired entities for the quarter ended June 30, 2018 totaled $5.4 million for the period from acquisition date through June 30, 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 June 30, 2018 was as follows: As of Acquisition Date (Dollars in thousands) Trade receivables $ 1,834 Inventories 7,949 Other current assets 138 Property, plant and equipment 5,015 Intangible assets 8,677 Long-term deferred income tax assets 1,036 Total assets acquired 24,649 Warranty reserves 115 Other current liabilities 985 Long-term capital leases and financing obligations 6,320 Other long-term liabilities 189 Total liabilities assumed 7,609 Total net identifiable assets acquired $ 17,040 Total consideration transferred $ 27,313 Less: total net identifiable assets acquired 17,040 Goodwill $ 10,273 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 $ 7,047 15 years Favorable leases 1,230 10 years Trade name 400 2 years Total $ 8,677 14 years Fiscal 2018 During the first quarter of fiscal 2018, we acquired the following businesses for an aggregate purchase price of $3.7 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 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. 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 favorable leases and customer lists. We expensed all costs related to acquisitions in the quarter ended June 24, 2017. The total costs related to completed acquisitions were immaterial for the quarter ended June 24, 2017. 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 quarter ended June 24, 2017 totaled $.5 million for the period from acquisition date through June 24, 2017. Supplemental pro forma information for the current or prior reporting periods has not been presented due to the impracticability of obtaining detailed, accurate or reliable data for the periods the acquired entities were not owned by Monro. We have recorded the identifiable assets acquired and liabilities assumed at their fair values as of their respective acquisition dates (including any measurement period adjustments), with the remainder recorded as goodwill as follows: As of Acquisition Date (Dollars in thousands) Inventories $ 181 Other current assets 20 Property, plant and equipment 1,295 Intangible assets 436 Other non-current assets 7 Long-term deferred income tax assets 625 Total assets acquired 2,564 Warranty reserves 29 Other current liabilities 252 Long-term capital leases and financing obligations 2,482 Other long-term liabilities 22 Total liabilities assumed 2,785 Total net identifiable liabilities assumed $ (221) Total consideration transferred $ 3,728 Less: total net identifiable liabilities assumed (221) Goodwill $ 3,949 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 $ 270 10 years Customer lists 166 7 years Total $ 436 9 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 updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The changes in estimates include a decrease in inventories of $.1 million and a decrease in property, plant and equipment of $.2 million. The measurement period adjustments resulted in an increase of goodwill of $.3 million. The measurement period adjustments were not material to the Consolidated Statement of Comprehensive Income for the quarter ended June 24, 2017. We continue to refine the valuation data and estimates primarily related to inventory, road hazard warranty, intangible assets, real estate, and real property leases for fiscal 2018 acquisitions which closed subsequent to June 24, 2017 and the fiscal 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. |