MONRO, INC. - Annual Report: 2018 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K



(MARK ONE)



For Fiscal Year Ended March 31, 2018



OR





Commission File Number 0-19357



MONRO, INC.

(Exact name of registrant as specified in its charter)





Registrant's telephone number, including area code:

(585) 647-6400



Securities registered pursuant to Section 12(b) of the Act:

Common Stock, par value $.01 per share

Name of each exchange on which registered: The NASDAQ Stock Market



Securities registered pursuant to Section 12(g) of the Act:

NONE

(Title of Class)



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☒   No ☐



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐   No ☒



Indicate by check mark whether the 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐



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. 





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 ☒



The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the closing price as of the last business day of the registrant's most recently completed second fiscal quarter, September 23, 2017, was approximately $1,650,500,000.



As of May 18, 2018, 32,861,151 shares of the registrant's Common Stock, par value $.01 per share, were outstanding.



DOCUMENTS INCORPORATED BY REFERENCE:

Certain portions of the registrant's definitive proxy statement (to be filed pursuant to Regulation 14A) for the 2018 Annual Meeting of Shareholders to be held August 14, 2018 (the "Proxy Statement") are incorporated by reference in Part III of this report.



 

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TABLE OF CONTENTS









 

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PART I



FORWARD-LOOKING STATEMENTS



The statements contained in this Annual Report on Form 10-K that are not historical facts, including (without limitation) statements made in this Item and in “Item 1. Business”, may contain statements of future expectations and other forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  When used in this Annual Report on Form 10-K, the words “anticipates”, “believes”, “contemplates”, “expects”, “see”, “could”, “may”, “estimate”, “appear”, “intend”, “plans” and variations thereof and similar expressions, are intended to identify forward-looking statements.  Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed.  These factors include, but are not necessarily limited to, product demand, dependence on and competition within the primary markets in which Monro, Inc.’s (“Monro”, the “Company”, “we”, “us”, or “our”) stores are located, the need for and costs associated with store renovations and other capital expenditures, the effect of economic conditions, seasonality, the impact of weather conditions and natural disasters, the impact of competitive services and pricing, parts supply restraints or difficulties, our dependence on vendors, including foreign vendors, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, advances in automotive technologies, disruption or unauthorized access to our computer systems, risks relating to protection of customer and employee personal data, business interruptions, risks relating to litigation, risks related to the accuracy of the estimates and assumptions we used to revalue our net deferred tax asset in accordance with the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), risks relating to integration of acquired businesses, including goodwill impairment and the risks set forth in “Item 1A.  Risk Factors”.  Except as required by law, we do not undertake and specifically disclaim any obligation to update any forward looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.



Item 1. Business



GENERAL



Monro is a chain of 1,150 Company-operated stores (as of March 31, 2018), 102 franchised locations, five wholesale locations, two retread facilities and two dealer-operated stores providing automotive undercar repair and tire sales and services in the United States.  At March 31, 2018, Monro operated Company stores in 27 states, including Connecticut, Delaware, Florida, Georgia, Iowa, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, Minnesota, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia and Wisconsin, primarily under the names “Monro Muffler Brake & Service”, “Tread Quarters Discount Tire”, “Mr. Tire”, “Autotire Car Care Center”, “Tire Warehouse”, “Tire Barn Warehouse”, “Ken Towery’s Tire & Auto Care”, “The Tire Choice” and “Car-X”.  Company-operated stores typically are situated in high-visibility locations in suburban areas and small towns, as well as in major metropolitan areas.  Company-operated stores serviced approximately 6.2 million vehicles in fiscal 2018.  (References herein to fiscal years are to the Company's year ended fiscal March [e.g., references to "fiscal 2018" are to the Company's fiscal year ended March 31, 2018].)



The predecessor to the Company was founded by Charles J. August in 1957 as a Midas Muffler franchise in Rochester, New York, specializing in mufflers and exhaust systems.  The Company was incorporated in the State of New York in 1959.  In 1966, we discontinued our affiliation with Midas Muffler, and began to diversify into a full line of undercar repair services.  An investor group led by Peter J. Solomon and Donald Glickman purchased a controlling interest in the Company in July 1984.  At that time, Monro operated 59 stores, located primarily in upstate New York, with approximately $21 million in sales in fiscal 1984.  Since 1984, we have continued our growth and have expanded our marketing area to include 26 additional states.



Effective as of August 1, 2017, Brett T. Ponton began his role as President of the Company upon the resignation of John W. Van Heel.  Further, upon the expiration of Mr. Van Heel’s term of employment on October 1, 2017, Mr. Ponton assumed the role of Chief Executive Officer, effective as of October 2, 2017.



The Company's principal executive offices are located at 200 Holleder Parkway, Rochester, New York 14615, and our telephone number is (585) 647-6400.



Monro provides 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.  Monro also provides other products and services, including tires and routine maintenance services, including state inspections.  Monro specializes in the repair and replacement of parts which must be periodically replaced as they wear out.  Normal wear on these parts generally is not covered by new car warranties.  Monro typically does not perform under-the-hood repair services except for oil change services, various “flush and fill” services and some minor tune-up services. 



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All of the Company-operated stores, except Tire Warehouse and Tire Barn Warehouse stores, provide the services described above.  Tire Warehouse and Tire Barn Warehouse stores only sell tires and tire related services and alignments.  However, a growing number of our Company-operated stores are more specialized in tire replacement and service and, accordingly, have a higher mix of sales in the tire category.  These Company-operated stores are described below as tire stores, whereas the remaining stores are described as service stores.  (See additional discussion under “Operations”.)  Included in the number of Company-operated stores described as tire stores are certain locations that also service commercial customers.  Our locations that serve commercial customers conduct tire and automotive repair activities that are similar to our retail locations, other than with respect to the sales mix resulting from the sale of commercial tires.  At March 31, 2018, there were 542 stores designated as service stores and 608 as tire stores.



During fiscal 2017, we acquired four wholesale locations and one retread facility located in North Carolina, South Carolina and Tennessee in connection with the Clark Tire & Auto, Inc. acquisition that operate under the Tires Now name.  Additionally during fiscal 2017, we acquired one retread facility located in Florida in connection with the McGee Tire Stores, Inc. acquisition that operates under the McGee Tire name.  (See additional discussion under Note 2 to the Company’s Consolidated Financial Statements.)



As of March 31, 2018, Monro had five wholesale locations and two retread facilities.  The wholesale locations, in most cases, sell tires to customers for resale, although these tire sales do not include installation or other tire related services.  The retread facilities re-manufacture tires through the replacement of tread on worn tires that are later sold to customers.



Our sales mix for fiscal 2018, 2017 and 2016 was as follows:







The Company has two wholly-owned subsidiaries, Monro Service Corporation and Car-X, LLC.



Monro Service Corporation, a Delaware corporation qualified to do business in the states of Kentucky, Maryland, New Hampshire, New York, North Carolina, South Carolina, Tennessee and Virginia, holds all assets, rights, responsibilities and liabilities associated with our warehousing, purchasing, advertising, accounting, office services, payroll, cash management and certain other operations that are performed in the aforementioned states.  We believe that this structure has enhanced operational efficiency and provides cost savings.



On April 25, 2015, we acquired the Car-X brand, as well as the franchise rights for 146 auto service centers from Car-X Associates Corp.  Car-X, LLC, a Delaware limited liability company, operates as the franchisor through a standard royalty agreement, while Car-X remains a separate and independent brand and business with franchise operations based in Illinois.



As of March 31, 2018, Monro had 101 Car-X franchised locations.



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.



INDUSTRY OVERVIEW



Demand for automotive repair services, including undercar repair and tire sales and services is correlated to the overall number of vehicles in operation and the increasing average age of vehicles, and to a lesser extent, with increased average miles driven.  The number of vehicles in operation is expected to continue to grow over the next several years, with vehicles six years or older representing the vast majority of this growth.  This is in contrast to the past several years in which the number of vehicles six to 12 years old declined significantly in response to the lower volume of new vehicles sold during 2008 to 2012.  Additionally, vehicles continue to increase in complexity, making it more difficult for a vehicle owner to perform do-it-yourself repairs.



At the same time as demand for automotive repair services has grown, the number of general repair outlets has decreased.  We believe that these factors present opportunities for increased sales by the Company.

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EXPANSION STRATEGY



Monro has experienced significant growth in recent years through acquisitions and, to a lesser extent, the opening of newly constructed stores.  Management believes that the continued growth in sales and profits of the Company is dependent, in large part, upon our continued ability to open/acquire and operate new stores on a profitable basis.  Overall profitability of the Company may not meet expectations if acquired or new stores do not attain expected profitability.



Monro believes that there are significant expansion opportunities in new as well as existing market areas, which may result from a combination of constructing stores on vacant land and acquiring existing store locations as well as purchasing existing businesses.  We believe that, as the industry consolidates due to the increasingly complex nature of automotive repair, the expanded capital requirements for state-of-the-art equipment and aging of existing shop owners, there will be increasing opportunities for acquisitions of existing businesses or store structures.



In that regard, we have completed many acquisitions, including:





 

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As of March 31, 2018, Monro had 1,150 Company-operated stores, 102 franchised locations, five wholesale locations, two retread facilities and two dealer locations located in 27 states.  The following table shows the growth in the number of Company-operated stores over the last five fiscal years:

STORE ADDITIONS AND CLOSINGS (a)





 

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We plan to add approximately 20 to 40 new greenfield stores in fiscal 2019 and to pursue appropriate acquisition candidates.  Greenfield stores include new construction as well as the acquisition of one to four store operations.



Key factors in market and site selection for selecting new greenfield store locations include population, demographic characteristics, vehicle population and the intensity of competition.  Monro attempts to cluster stores in market areas in order to achieve economies of scale in advertising, supervision and distribution costs.  All new greenfield sites presently under consideration are within Monro's established market areas.



As a result of extensive analysis of our historical and projected store opening strategy, we have established major market profiles, as defined by market awareness: mature, existing and new markets.  Over the next several years, we expect to build or acquire a greater percentage of stores in mature and existing markets in order to capitalize on our market presence and consumer awareness.  During fiscal 2018, 42 of the stores added (including acquired stores) were located in existing markets and seven stores were added in new markets.



Monro has a chain-wide computerized inventory control and point-of-sale (“POS”) management information system, which has increased management's ability to monitor operations as the number of stores has grown.  We have customized the POS system to specific service and tire store requirements and deploy the appropriate version in each type of store.  The system includes the following:



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Enhancements will continue to be made to the POS system in an effort to increase efficiency, improve the quality and timeliness of store reporting and enable us to better serve our customers.



The financing to build a new greenfield service store location may be accomplished in one of three ways: (i) a store lease for the land and building (in which case, land and building costs will be financed primarily by the lessor), (ii) a land lease with the building constructed by Monro (with building costs paid by Monro), or (iii) a land purchase with the building constructed by Monro.  In all three cases, for service stores, each new store also will require approximately $225,000 for equipment (including a POS system and a truck) and approximately $55,000 in inventory.  Because we generally do not extend credit to most customers, stores generate almost no receivables and a new store's actual net working capital investment is nominal.  Total capital required to build a new greenfield service store ranges, on average, from $360,000 to $990,000 depending on the location and which of the three financing methods is used.  In general, tire stores are larger and have more service bays than Monro’s traditional service stores and, as a result, construction costs are at the high end of the range of new store construction costs.  Total capital required to build a new greenfield tire (land and building leased) location costs, on average, approximately $600,000, including $250,000 for equipment and $150,000 for inventory.  In instances where Monro acquires an existing business, it may pay additional amounts for intangible assets such as customer lists, covenants not-to-compete, trade names and goodwill, but generally will pay less per bay for equipment and real property.  



At March 31, 2018, we leased the land and/or the building at approximately 71% of our store locations and owned the land and building at the remaining locations.  Monro's policy is to situate new stores in the best locations, without regard to the form of ownership required to develop the locations.



New service and tire stores, (excluding acquired stores), have average sales of approximately $400,000 and $1,050,000, respectively, in their first 12 months of operation, or $67,000 and $150,000, respectively, per bay.



STORE OPERATIONS



Store Format



The typical format for a Monro store is a free-standing building consisting of a sales area, fully-equipped service bays and a parts/tires storage area.  Most service bays are equipped with above-ground electric vehicle lifts.  Generally, each store is located within 25 miles of a “key” store which carries approximately double the inventory of a typical store and serves as a mini-distribution point for slower moving inventory for other stores in its area.  Individual store sizes, number of bays and stocking levels vary greatly, even within the service and tire store groups, and are dependent primarily on the availability of suitable store locations, population, demographics and intensity of competition among other factors.  (See additional discussion under “Store Additions and Closings”).  A summary of average store data for service and tire stores is presented below:







Data for the Tire Warehouse and Tire Barn Warehouse stores has been excluded because these locations primarily install new tires and wheels and many perform alignments.  Additionally, most Tire Warehouse stores have one indoor service bay to perform alignments.  The store building houses a waiting room, storage area and an area to mount and balance tires on the car’s wheels once the wheels and tires have been removed from the car.  Removal of old tires and wheels from, and installation of new tires and wheels on, customers’ cars are performed outdoors under a carport.  The average inventory carried by the Tire Warehouse and Tire Barn Warehouse stores is $230,000 per store.



Stores generally are situated in high-visibility locations in suburban areas, major metropolitan areas or small towns and offer easy customer access.  The typical store is open from 7:30 a.m. to 7:00 p.m. on Monday through Friday and from 7:30 a.m. to 6:00 p.m. on Saturday.  A majority of store locations are also open Sundays from 9:00 a.m. to 5:00 p.m.

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Inventory Control and Management Information System



All Company stores communicate daily with the central office and warehouse by computerized inventory control and electronic POS management information systems, which enable us to collect sales and operational data on a daily basis, to adjust store pricing to reflect local conditions and to control inventory on a near "real-time" basis.  Additionally, each store has access, through the POS system, to the inventory carried by up to the 14 stores or warehouse nearest to it.  Management believes that this feature improves customer satisfaction and store productivity by reducing the time required to locate out-of-stock parts and tires.  It also improves profitability because it reduces the amount of inventory which must be purchased outside Monro from local vendors.



Quality Control and Warranties



To maintain quality control, we conduct audits to rate our employees' telephone sales manner and the accuracy of pricing information given.



We have a customer review and survey program to monitor customer attitudes toward service quality, friendliness, speed of service, and overall customer experience for each store.  Customer concerns are addressed by customer service and field management personnel.



Monro uses a “Double Check for Accuracy Program” as part of our routine store procedures.  This quality assurance program requires that a technician and supervisory-level employee independently inspect a customer’s vehicle, diagnose and document the necessary repairs, and agree on an estimate before presenting it to a customer.  This process is formally documented on the written estimate by store personnel. 



We are an active member of the Automotive Maintenance & Repair Association (“AMRA”).  AMRA is an organization of automotive retailers, wholesalers and manufacturers which was established as part of an industry-wide effort to address the ethics and business practices of companies in the automotive repair industry through the Motorist Assurance Program (“MAP”).  Participating companies commit to improving consumer confidence and trust in the automotive repair industry by adopting “Uniform Inspection Communication Standards” (“UICS”) established by MAP.  These “UICS” are available in our stores and serve to provide consistent recommendations to customers in the diagnosis and repair of a vehicle.



We offer limited warranties on substantially all of the products and services that we provide.  We believe that these warranties are competitive with industry practices and serve as a marketing tool to increase repeat business at our stores.



Store Personnel and Training



Monro supervises store operations primarily through our Divisional Vice Presidents who oversee Zone Managers who, in turn, oversee District Managers.  The typical service store is staffed by a Store Manager and four to six technicians, one of whom serves as the Assistant Manager.  The typical tire store, except Tire Warehouse and Tire Barn stores, is staffed by a Store Manager, an Assistant Manager and/or Service Manager, and four to eight technicians.  Larger volume service and tire stores may also have one or two sales people.  The higher staffing level at many tire stores is necessary to support their higher sales volume.  Tire Warehouse and Tire Barn stores are generally staffed by a Store Manager and two to four technicians, one of whom serves as the Assistant Manager.  All Store Managers receive a base salary and Assistant Managers receive either hourly or salaried compensation.  In addition, Store Managers and Assistant Managers may receive other compensation based on their store's customer relations, store profit, sales volume and other factors via a monthly or quarterly bonus based on performance in these areas.



We believe that the ability to recruit and retain qualified technicians is an important competitive factor in the automotive repair industry, which has historically experienced a high turnover rate.  We make a concerted effort to recruit individuals who will have a long-term commitment to the Company and offer an hourly rate structure and additional compensation based on productivity; a competitive benefits package including health, dental, life and disability insurance; a 401(k)/profit-sharing plan; as well as the opportunity to advance within the Company.  Many of our Store Managers and District Managers started with the Company as technicians.



Many of our new technicians join the Company in their early twenties as trainees or apprentices.  As they progress, many are promoted to technician and eventually master technician, the latter requiring Automotive Service Excellence (“ASE”) certification in eight different categories.  We will reimburse technicians for the cost of ASE certification registration fees and test fees and encourage all technicians to become certified by providing a higher hourly wage rate following their certification.  We also offer free online ASE certification preparation courses, as well as a tool purchase program through which trainee technicians can acquire their own set of tools.



Our training program provides multiple training sessions to both Store Managers and technicians in each store, each year. 



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Management training courses are developed and delivered by our dedicated training department and operations management, and are supplemented with live and on-line vendor training courses.  Management training covers safety, customer service, sales, human resources (counseling, recruiting, interviewing, etc.), leadership, scheduling, financial and operational areas, and is delivered on a regular basis.  We believe that involving operations management in the development and delivery of these sessions results in more relevant and actionable training for Store Managers, and helps to improve overall performance and staff retention. 



Our training department develops and coordinates technical training courses on critical areas of automotive repair to Monro technicians (e.g. Antilock braking systems (“ABS”) brake repair, drivability, tire pressure monitoring system (“TPMS”), etc.) and also conducts required technical training to maintain compliance with state inspection licenses, where applicable, and AMRA/MAP accreditation.  Additionally, our training department holds periodic field technical clinics for store personnel and coordinates technician attendance at technical clinics offered by our vendors.  We have electronic repair manuals installed in all of our stores for daily reference.  We also issue technical bulletins to all stores on innovative or complex repair processes, and maintain a centralized database for technical repair problems.  In addition, Monro has established a telephone technical help line to provide assistance to store personnel in resolving problems encountered while diagnosing and repairing vehicles.  The help line is available during all hours of store operation.  In March 2017, we introduced a comprehensive set of on-line courses in automotive repair and tire service for our technicians to participate in.  These courses are offered at no cost to our employees.



Monro also maintains an employee website that contains many resources for both managers and technicians to reference including Human Resource information and forms.  Additionally, there is a Facilities section containing important environmental and equipment information, as well as a Training section that contains training programs, including on-line training videos, and documents for both managers and technicians.



OPERATIONS



Monro provides our customers with a wide range of dependable, high-quality tire and automotive services at a competitive price by emphasizing the following key elements.



Products and Services



The typical store provides a full range of undercar repair services for brakes, steering, mufflers and exhaust systems, drive train, suspension and wheel alignment, as well as tire replacement and service.  These services apply to all makes and models of domestic and foreign cars, light trucks and vans.  As a percentage of sales, the service stores provide significantly more brake and maintenance services than tire stores, and tire stores provide substantially more tire replacement and related services than service stores.



Stores generally provide many of the routine maintenance services (except engine diagnostic), which automobile manufacturers suggest or require in the vehicle owner’s manuals, and which fulfill manufacturers’ requirements for new car warranty compliance.  We offer "Scheduled Maintenance" services in our stores whereby the aforementioned services are packaged and offered to consumers based upon the year, make, model and mileage of each specific vehicle.  Management believes that we offer this service in a more convenient and cost competitive fashion than auto dealers can provide.



Included in maintenance services are oil change services, heating and cooling system "flush and fill" service, belt installation, fuel system service and a transmission "flush and fill" service.  Additionally, most stores replace and service batteries, starters and alternators.  Stores in certain states also perform annual state inspections.  Additionally, approximately 68% of our stores offer air conditioning services.



The format of the Tire Warehouse and Tire Barn Warehouse stores are slightly different from Monro’s typical service or tire stores (as described above) in that, generally, over 93% of the stores’ sales involve tire services, including the mounting and balancing of tires, and the sale of road hazard warranties.  Most of these stores also provide the installation of wiper blades.  Currently, 78% of Tire Warehouse and 90% of Tire Barn Warehouse stores perform alignments.  In fiscal year 2019, Monro plans to expand the number of Tire Warehouse and Tire Barn Warehouse stores offering alignment services to 85% of total stores, as compared to 82% of total Tire Warehouse and Tire Barn Warehouse stores offering alignment services in fiscal 2018.



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Customer Satisfaction



Monro’s vision is to be America’s leading chain of tire and auto service centers, trusted by consumers as the best place for quality, professional tire and vehicle service within the neighborhoods we serve.  To achieve our vision, we exceed our customers’ expectations through focus on the following guiding principles each day:





In support of our commitment to customer service, each Company-operated store operates under the following set of customer satisfaction principles: free inspection of brakes, tires, shocks, front end and exhaust systems (as applicable); item-by-item review with customers of problem areas; free written estimates; written guarantees; drive-in service without an appointment; fair and reasonable prices; a 30-day best price guarantee; and repairs by professionally-trained undercar and tire specialists.  (See additional discussion under “Store Operations: Quality Control and Warranties”)



Competitive Pricing, Advertising and Co-branding Initiatives



Monro seeks to set competitive prices for quality services and products.  We support our pricing strategy with special offers and coupons distributed through a variety of channels including: direct mail, e-mail, digital advertising, newspaper, promotional store signage and in-store displays.  In addition, to increase consumer awareness of the services we offer, Monro advertises through radio, cable television and yellow page advertising.  Our digital marketing efforts include paid and organic search on all major search engines, search remarketing and banner and mobile advertising.  We also manage social media profiles on a variety of platforms.



Our websites include www.Monro.com,  www.MrTire.com,  www.TQTire.com,  www.AutoTire.com,  www.TireWarehouse.net,  www.KenTowery.com,  www.TireBarn.com,  www.TheTireChoice.com and www.Tiresnowonline.com.  These websites help customers search for store locations, print coupons, make service appointments, shop for tires and access information on our services and products, as well as car care tips.



Monro currently maintains mobile apps on the iPhone and Android platforms that enable customers to access information, coupons and specials and make appointments on their smart phones, as they do on our websites.



Centralized Control



While we both operate and franchise stores, we believe that direct operation of stores enhances our ability to compete by providing centralized control of such areas of operations as service quality, store appearance, promotional activity and pricing.  We also believe our experience in operating stores makes us a more valuable partner to our franchisees.  A high level of competence is maintained throughout the Company, as we require as a condition of employment, that employees participate in periodic training programs, including sales, management, customer service and changes in automotive technology.  Additionally, purchasing, distribution, merchandising, advertising, accounting and other store support functions are centralized primarily in Monro's corporate headquarters in Rochester, New York and are provided through our subsidiary, Monro Service Corporation.  The centralization of these functions results in efficiencies and gives management the ability to closely monitor and control costs.



Comprehensive Training



We provide ongoing and comprehensive training to our store employees.  We believe that such training provides a competitive advantage by enabling our technicians to provide quality service to our customers in all areas of undercar repair and tire service.  (See additional discussion under “Store Operations: Store Personnel and Training”)



PURCHASING AND DISTRIBUTION



Through our wholly-owned subsidiary, Monro Service Corporation, we select and purchase tires, parts and supplies for all Company-operated stores on a centralized basis through an automatic replenishment system.  Although purchases outside the centralized system are made when needed at the store level, these purchases are low by industry standards and accounted for approximately 20% of all parts and tires used in fiscal 2018.



Our ten largest vendors accounted for approximately 77% of our parts and tire purchases, with the largest vendor accounting for approximately 26% of total stocking purchases in fiscal 2018.  In fiscal 2018, Monro imported approximately 20% of our parts and tire purchases.  We purchase parts, oil and tires from approximately 120 vendors.  Management believes that our relationships with vendors are excellent and that alternative sources of supply exist, at comparable cost, for substantially all parts used in our business.  We routinely obtain bids from vendors to ensure we are receiving competitive pricing and terms.

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Most parts are shipped by vendors to our primary warehouse facility in Rochester, New York, and are distributed to stores by the Monro-operated tractor/trailer fleet.  The majority of tires are shipped to our stores directly by vendors pursuant to orders placed by our headquarters staff.  Stores are replenished at least bi-weekly from our Rochester warehouse, and such replenishment fills, on average, 97% of all items ordered by the stores' automatic POS-driven replenishment system.  The Rochester warehouse stocks approximately 2,800 SKUs.  Monro also operates warehouses in Maryland, Virginia, New Hampshire, Kentucky, North Carolina (including two warehouse locations), South Carolina, and Tennessee.  These warehouses carry, on average, 1,400, 100, 800, 3,300, 5,200, 3,200, 3,000, and 2,500 SKUs, respectively.



We enter into contracts with certain parts and tire suppliers, some of which require us to buy (at market competitive prices) up to 100% of our annual purchases of specific products.  These agreements expire at various dates.  We believe these agreements provide us with high quality, branded merchandise at preferred pricing, along with strong marketing and training support.



COMPETITION



Monro competes in the automotive service and tire industry.  This industry is generally highly competitive and fragmented, and the number, size and strength of competitors vary widely from region to region.  We believe that competition in this industry is based on customer service and reputation, store location, name awareness and price.  Monro's primary competitors include national and regional undercar, tire specialty and general automotive service chains, both franchised and company-operated; car dealerships, mass merchandisers’ operating service centers; and, to a lesser extent, gas stations, independent garages and Internet tire sellers.  Monro considers TBC Corporation (operating under the NTB, Merchant’s Tire, Midas and Tire Kingdom brands), Firestone Complete Auto Care service stores, The Pep Boys – Manny, Moe and Jack service stores, Meineke Discount Mufflers Inc., and Mavis Discount Tire to be direct competitors.  In most of the new markets that we have entered, at least one competitor was already present.  In identifying new markets, we analyze, among other factors, the intensity of competition.  (See "Expansion Strategy” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations")



EMPLOYEES



As of March 31, 2018, Monro had 7,878 employees, of whom 7,360 were employed in the field organization, 224 were employed at the warehouses, 234 were employed at our corporate headquarters and 60 were employed in other offices.  Monro's employees are not members of any union.  We believe that our relations with our employees are good.



REGULATION



We are subject to various federal, state and local laws and governmental regulations relating to the operation of our business, including, among other things, those regarding employment and labor practices, workplace safety, zoning and the handling, storage and disposal of hazardous substances contained in the products that we sell and use in our service bays, the recycling of batteries, tires and used lubricants, and the ownership and operation of real property.  We maintain programs to facilitate compliance with these laws and regulations.  We believe that we are in compliance with all applicable environmental and other laws and regulations, and our related compliance costs are not material.



Monro stores new oil and recycled antifreeze and generates and/or handles used tires and automotive oils, antifreeze and certain solvents, which are disposed of by licensed third-party contractors.  In certain states, as required, we also recycle oil filters.  Accordingly, we are subject to numerous federal, state and local environmental laws including the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”).  In addition, the United States Environmental Protection Agency (the "EPA"), under the Resource Conservation and Recovery Act ("RCRA"), as well as various state and local environmental protection agencies, regulate our handling and disposal of certain waste products and other materials.  The EPA, under the Clean Air Act, also regulates the installation of catalytic converters by periodically spot checking repair jobs, and may impose sanctions, including but not limited to civil penalties up to $37,500 per violation (or up to $37,500 per day for certain willful violations or failures to cooperate with authorities), for violations of RCRA and the Clean Air Act. 



Monro strives to maintain an environmentally conscious corporate culture.  Among other things, Monro endeavors to take advantage of various recycling opportunities at our offices, warehouses and stores.  For example, cardboard, plastic shrink wrap and parts’ cores are returned to our Rochester warehouse on Monro stock trucks where they are accumulated for sale to recycling companies or returned to parts manufacturers for credit.



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SEASONALITY



Although our business is not highly seasonal, customers do purchase more undercar service during the period of March through October than the period of November through February, when miles driven tend to be lower.  In the tire stores, the better sales months are typically May through August, and October through December.  The slowest months are typically January through April and September.  As a result, profitability is typically lower during slower sales months, or months where mix is more heavily weighted toward tires, which is a lower margin category.  Additionally, since our stores are primarily located in the northeastern and midwestern United States, profitability tends to be lower in the winter months when certain costs, such as utilities and snow plowing, are typically higher.



COMPANY INFORMATION AND SEC FILINGS



Monro maintains a website at www.monro.com and makes its annual, quarterly and periodic Securities and Exchange Commission (“SEC”) filings available through the Investor Information section of that website.  Monro’s SEC filings are available through this website free of charge, via a direct link to the SEC website at www.sec.gov.  Any materials that we file with the SEC are also available to the public at the SEC Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by calling the SEC at 1‑800‑SEC‑0330.



Item 1A. Risk Factors



In addition to the risks discussed elsewhere in this annual report, the following are the important factors that could cause Monro’s actual results to differ materially from those projected in any forward looking statements:



We operate in the highly competitive automotive repair industry.



The automotive repair industry in which we operate is generally highly competitive and fragmented, and the number, size and strength of our competitors varies widely from region to region.  We believe that competition in the industry is based primarily on customer service, reputation, store location, name awareness and price.  Our primary competitors include national and regional undercar, tire specialty and general automotive service chains, both franchised and company-operated, car dealerships, mass merchandisers operating service centers and, to a lesser extent, gas stations, independent garages and Internet tire sellers.  Some of our competitors have greater financial resources, are more geographically diverse and have better name recognition than we do, which might place us at a competitive disadvantage to those competitors.  Because we seek to offer competitive prices, if our competitors reduce prices, we may be forced to reduce our prices, which could have a material adverse effect on our business, financial condition and results of operations.  Further, our success within this industry also depends upon our ability to respond in a timely manner to changes in customer demands for both products and services.  We cannot assure that we, or any of our stores, will be able to compete effectively.  If we are unable to compete successfully in new and existing markets, we may not achieve our projected revenue and profitability targets.



We are subject to seasonality and cycles in the general economy and customers’ use of vehicles, which may impact demand for our products and services.



Although our business is not highly seasonal, our customers typically purchase more undercar services during the period of March through October than the period of November through February, when miles driven tend to be lower. Further, customers may defer or forego vehicle maintenance at any time during periods of inclement weather. In the tire stores, the better sales months are typically May through August, and October through December. The slowest months are typically January through April and September. As a result, profitability is typically lower during slower sales months or months where mix is more heavily weighted toward tires, which is a lower margin category.



Additionally, for our stores located in the northeastern and midwestern United States, profitability tends to be lower in the winter months when certain costs, such as utilities and snow plowing, are typically higher.  Sales can also be volatile in these areas in reaction to warm weather in winter months or severe weather, which can result in store closures.



We purchase products such as oil and tires, which are subject to cost variations related to commodity costs.  If we cannot pass along cost increases, our profitability would be negatively impacted.



Further, our industry is influenced by the number of miles driven by automobile owners.  Factors that may cause the number of miles driven by automobile owners to decrease include the weather, travel patterns, gas prices and, as discussed above, fluctuations in the general economy.  Should a significant reduction in the number of miles driven by automobile owners occur, it would likely have an adverse effect on the demand for our products and services. For example, when the retail cost of gasoline increases, the number of miles driven by automobile owners may decrease, which could result in less frequent service intervals and fewer repairs.  Accordingly, a significant reduction in the number of miles driven by automobile owners could have a material adverse effect on our business and results of operations.

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Changes in economic conditions that impact consumer spending could harm our business.



The automotive repair industry and our financial performance are sensitive to changes in overall economic conditions that impact consumer spending.  Future economic conditions affecting consumer income such as employment levels, business conditions, interest rates, and tax rates could reduce consumer spending or cause consumers to shift their spending to other products.  During periods of good economic conditions, consumers may decide to purchase new vehicles rather than servicing their older vehicles.  A general reduction in the level of consumer spending or shifts in consumer spending to other services could have a material adverse effect on our growth, sales and profitability.



We depend on our relationships with our vendors, including foreign sources, for certain inventory.  Our business may be negatively affected by the risks associated with such relationships and international trade.



We depend on close relationships with our vendors for parts, tires and supplies and for our ability to purchase products at competitive prices and terms.  Our ability to purchase at competitive prices and terms results from the volume of our purchases from these vendors.  We have entered into various contracts with parts suppliers that require us to buy from them (at market competitive prices) up to 100% of our annual purchases of specific products.  These agreements expire at various dates. 



We believe that alternative sources exist for most of the products we sell or use at our stores, and we would not expect the loss of any one supplier to have a material adverse effect on our business, financial condition or results of operations.  Our dependence on a small number of suppliers, however, subjects us to the risks of shortages and interruptions.  If any of our suppliers do not perform adequately or otherwise fail to distribute parts or other supplies to our stores, our inability to replace the suppliers in a timely manner and on acceptable terms could increase our costs and could cause shortages or interruptions that could have a material adverse effect on our business, financial condition and results of operations. 



In addition, we depend on a number of products (e.g. brake parts, tires, oil filters) produced in foreign markets. The U.S. government has made proposals or indicated that it intends to take actions intended to address trade imbalances, which include encouraging increased production in the United States. These proposals could result in increased customs duties and the renegotiation of certain U.S. trade agreements, which in turn could cause an increase in the prices we pay for certain of the products we sell. Any changes in U.S. trade policies which result in increased costs which we are not able to offset with pricing increases of our own could adversely affect our financial performance.



We also face other risks associated with the delivery of inventory originating outside the United States, including:













Our industry is subject to environmental, consumer protection and other regulation.



We are subject to various federal, state and local environmental laws, building and zoning requirements, employment and labor laws and other governmental regulations regarding the operation of our business.  For example, we are subject to rules governing the handling, storage and disposal of hazardous substances contained in some of the products such as motor oil that we sell and use at our stores, the recycling of batteries, tires and used lubricants, and the ownership and operation of real property.  These laws and regulations can impose fines and criminal sanctions for violations as well as require the installation of pollution control equipment or operational changes to decrease the likelihood of accidental hazardous substance releases.  Accordingly, we could become subject to material liabilities relating to the investigation and cleanup of contaminated properties, and to claims alleging personal injury or property damage as a result of exposure to, or release of, hazardous substances.  In addition, stricter interpretation of existing laws and regulations, new laws and regulations, the discovery of previously unknown contamination or the imposition of new or increased requirements could require us to incur costs or become the basis of new or increased liabilities that could have a material adverse effect on our business, financial condition and results of operations.



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National automotive repair chains have also been the subject of investigations and reports by consumer protection agencies and the Attorneys General of various states.  Publicity in connection with these kinds of investigations could have an adverse effect on our sales and, consequently, our business, financial condition and results of operations.  State and local governments have also enacted numerous consumer protection laws with which we must comply.



The costs of operating our stores may increase if there are changes in laws governing minimum hourly wages, working conditions, overtime, workers’ compensation and health insurance rates, unemployment tax rates or other laws and regulations.  A material increase in these costs that we were unable to offset by increasing our prices or by other means could have a material adverse effect on our business, financial condition and results of operations.



We are involved in litigation from time to time arising from the operation of our business and, as such, we could incur substantial judgments, fines, legal fees or other costs.



We are sometimes the subject of complaints or litigation from customers, employees or other third parties for various actions.  From time to time, we are involved in litigation involving claims related to, among other things, breach of contract, negligence, tortious conduct and employment and labor law matters, including payment of wages.  The damages sought against us in some of these litigation proceedings could be substantial.  Although we maintain liability insurance for some litigation claims, if one or more of the claims were to greatly exceed our insurance coverage limits or if our insurance policies do not cover a claim, this could have a material adverse effect on our business, financial condition, results of operations and cash flows.



Business interruptions may negatively impact our store operations, availability of products and/or the operability of our computer systems, which may have a material negative effect on our business and results of operations.  A breach of our computer systems could damage our reputation and have a material adverse effect on our business and results of operations.



If any of our locations in a particular region are unexpectedly closed permanently or for a period of time, it could have a negative impact on our business.  Such closures could occur as a result of circumstances out of our control, including war, acts of terrorism, extreme weather conditions and other natural disasters.  Further, if our ability to obtain products and merchandise for use in our stores is impeded, it could have a negative impact on our business.  Factors that could negatively affect our ability to obtain products and merchandise include the sudden inability to import goods into the United States, for any reason and the curtailment or delay of commercial transportation. While we do maintain business interruption insurance, there is no guarantee that we will be able to use such insurance for any particular location closure or other interruption in operations.



Additionally, given the number of individual transactions we process each year,  it is critical that we maintain uninterrupted operation of our computer and communications hardware and software systems. Our systems could be subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, including breaches of our transaction processing or other systems that result in the compromise of confidential customer data, catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our employees. If our systems are breached, damaged or cease to function properly, we may have to make a significant investment to fix or replace them, we may suffer interruptions in our operations in the interim, we may face costly litigation, and our reputation with our customers may be harmed.  The risk of disruption is increased in periods where complex and significant systems changes are undertaken.  Any material interruption in our computer operations may have a material adverse effect on our business or results of operations.



If we experience a data security breach and confidential customer or employee information is disclosed, we may be subject to penalties and experience negative publicity, which could affect our customer relationships and have a material adverse effect on our business.  We may incur increasing costs in an effort to minimize these cyber security risks.



The nature of our business involves the receipt and storage of personally identifiable data of our customers and employees.  This type of data is subject to legislation and regulation in various jurisdictions. Data security breaches suffered by well-known companies and institutions have attracted a substantial amount of media attention, prompting state and federal legislative proposals addressing data privacy and security. We may become exposed to potential liabilities with respect to the data that we collect, manage and process, and may incur legal costs if our information security policies and procedures are not effective or if we are required to defend our methods of collection, processing and storage of personal data. Future investigations, lawsuits or adverse publicity relating to our methods of handling personal data could adversely affect our business, results of operations, financial condition and cash flows due to the costs and negative market reaction relating to such developments.



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We may not have the resources or technical expertise to anticipate or prevent rapidly evolving types of cyber-attacks. Attacks may be targeted at us, our customers, or others who have entrusted us with information. Actual or anticipated attacks may cause us to incur increased costs, including costs to hire additional personnel, purchase additional protection technologies, train employees, and engage third-party experts and consultants. In addition, data and security breaches can also occur as a result of non-technical issues, including breach by us or by persons with whom we have commercial relationships that result in the unauthorized release of personal or confidential information. Any compromise or breach of our security could result in violation of applicable privacy and other laws, significant legal and financial exposure, and a loss of confidence in our security measures, which could have a material adverse effect on our results of operations and our reputation.



Our business is affected by advances in automotive technology.



The demand for our products and services could be adversely affected by continuing developments in automotive technology.  Automotive manufacturers are producing cars that last longer and require service and maintenance at less frequent intervals in certain cases.  Quality improvement of manufacturers’ original equipment parts has in the past reduced, and may in the future reduce, demand for our products and services, adversely affecting our sales.  For example, manufacturers’ use of stainless steel exhaust components has significantly increased the life of those parts, thereby decreasing the demand for exhaust repairs and replacements.  Longer and more comprehensive warranty or service programs offered by automobile manufacturers and other third parties also could adversely affect the demand for our products and services.  We believe that a majority of new automobile owners have their cars serviced by a dealer during the period that the car is under warranty.  In addition, advances in automotive technology continue to require us to incur additional costs to update our diagnostic capabilities and technical training programs.  Changes in vehicle and powertrain technology and advances in autonomous vehicles and mobility could have a negative effect on our business, results of operations or investors’ perception of our business, any of which could have an adverse effect upon the price of our common stock.



We may not be successful in integrating new and acquired stores.



Management believes that our continued growth in sales and profit is dependent, in large part, upon our ability to open/acquire and operate new stores on a profitable basis.  In order to do so, we must find reasonably priced new store locations and acquisition candidates that meet our criteria and we must integrate any new stores (opened or acquired) into our system.  Our growth and profitability could be adversely affected if we are unable to open or acquire new stores or if new or existing stores do not operate at a sufficient level of profitability.  If new stores do not achieve expected levels of profitability, this may adversely impact our ability to remain in compliance with our debt covenants or to make required payments under our credit facility.



Any impairment of goodwill, other intangible assets or long-lived assets could negatively impact our results of operations.



Our goodwill, other intangible assets or long-lived assets, are subject to an impairment test on an annual basis and are also tested whenever events and circumstances indicate that goodwill, intangible assets and/or long-lived assets may be impaired.  Any excess goodwill resulting from the impairment test must be written off in the period of determination.  Intangible assets (other than goodwill and indefinite-lived intangible assets) and other long-lived assets are generally amortized or depreciated over the useful life of such assets.  In addition, from time to time, we may acquire or make an investment in a business that will require us to record goodwill based on the purchase price and the value of the acquired tangible and intangible assets.  We have significantly increased our goodwill as a result of our acquisitions.  We may subsequently experience unforeseen issues with the businesses we acquire, which may adversely affect the anticipated returns of the business or value of the intangible assets and trigger an evaluation of recoverability of the recorded goodwill and intangible assets.  Future determinations of significant write-offs of goodwill, intangible assets or other long-lived assets, as a result of an impairment test or any accelerated amortization or depreciation of other intangible assets or other long-lived assets could have a material negative impact on our results of operations and financial condition.  We have completed our annual impairment test for goodwill, and have concluded that we do not have any impairment of goodwill for the year ended March 31, 2018.



Store closings result in acceleration of costs.



From time to time, in the ordinary course of our business, we close certain stores, generally based on considerations of store profitability, competition, strategic factors and other considerations.  Closing a store could subject us to costs including the write-down of leasehold improvements, equipment, furniture and fixtures.  In addition, we could remain liable for future lease obligations.



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We rely on an adequate supply of skilled field personnel.



In order to continue to provide high quality services, we require an adequate supply of skilled field managers and technicians.  Trained and experienced automotive field personnel are in high demand, and may be in short supply in some areas.  We cannot assure that we will be able to attract, motivate and maintain an adequate skilled workforce necessary to operate our existing and future stores efficiently, or that labor expenses will not increase as a result of a shortage in the supply of skilled field personnel, thereby adversely impacting our financial performance.  While the automotive repair industry generally operates with high field employee turnover, any material increases in employee turnover rates in our stores or any widespread employee dissatisfaction could also have a material adverse effect on our business, financial condition and results of operations.



If we are unable to generate sufficient cash flows from our operations, our liquidity will suffer and we may be unable to satisfy our obligations.



We currently rely on cash flow from operations and our Revolving Credit Facility to fund our business.  Amounts outstanding on the Revolving Credit Facility are reported as debt on our balance sheet.  While we believe that we have the ability to sufficiently fund our planned operations and capital expenditures for the foreseeable future, various risks to our business could result in circumstances that would materially affect our liquidity.  For example, cash flows from our operations could be affected by changes in consumer spending habits, the failure to maintain favorable vendor payment terms or our inability to successfully implement sales growth initiatives, among other factors.  We may be unsuccessful in securing alternative financing when needed on terms that we consider acceptable.



In addition, a significant increase in our leverage could have the following risks:









Although we believe that we will remain in compliance with our debt covenants, if we are not able to do so our lenders may restrict our ability to draw on our Revolving Credit Facility, which could have a negative impact on our operations and growth potential. 



We depend on the services of our key executives.



Our senior executives are important to our success because they have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities and arranging necessary financing.  Losing the services of any of these individuals could adversely affect our business until a suitable replacement is found.  It may be difficult to replace them quickly with executives of comparable experience and capabilities.  Although we have employment agreements with certain of our executives, we cannot prevent them from terminating their employment with us.



New accounting guidance or changes in the interpretation or application of existing accounting guidance could affect our financial performance adversely.



New accounting guidance may require systems and other changes that could increase our operating costs and/or change our financial statements.  For example, implementing accounting guidance related to leases will likely require us to make significant changes to our lease management system or other accounting systems, and will likely result in changes to our financial statements.  Additionally, implementing accounting guidance related to leases will likely impact certain performance metrics and financial ratios.



Unanticipated changes in the interpretation or application of existing accounting guidance could result in material charges or restatements of our financial statements, which may further result in litigation or regulatory actions which could have an adverse effect on our financial condition and results of operations.



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The effects of the Tax Act on our business have not yet been fully analyzed and could have an adverse effect on our results of operations.



On December 22, 2017, U.S. President Donald Trump signed into law the Tax Act.  The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to reducing the U.S. federal corporate income tax rate from 35% to 21%. Notwithstanding the reduction in the U.S. federal corporate income tax rate, the overall impact of the Tax Act and our ongoing analysis thereof, is uncertain and our business and financial condition could be adversely affected due to anticipated guidance from the Internal Revenue Service about implementing the Tax Act and the potential for additional guidance from the Securities and Exchange Commission or the Financial Accounting Standards Board related to the Tax Act.  Given that guidance may still be forthcoming, no assurance can be made that future guidance will not adversely affect our business or financial condition.



The market price of our common stock may be volatile and could expose us to shareholder action including securities class action litigation.



The stock market and the price of our common stock may be subject to wide fluctuations based upon general economic and market conditions.  Downturns in the stock market may cause the price of our common stock to decline.  The market price of our stock may also be affected by our ability to meet analysts’ expectations.  Failure to meet such expectations, even slightly, could have an adverse effect on the price of our common stock.  In the past, following periods of volatility in the market price of a company’s securities, shareholder action including securities class action litigation has often been instituted against such a company.  If similar litigation were instituted against us, it could result in substantial costs and a diversion of our management’s attention and resources, which could have an adverse effect on our business.



Item 1B. Unresolved Staff Comments



None.



Item 2. Properties



The Company, through Monro Service Corporation, owns its office/warehouse facility of approximately 165,000 square feet, which is located on 12.7 acres of land in Holleder Technology Park, in Rochester, New York.  Monro Service Corporation also owns a second office/warehouse facility of approximately 28,000 square feet, which is located on 11.8 acres of land in Swanzey, New Hampshire.  We lease additional warehouse space in Maryland, Virginia, Kentucky, North Carolina, South Carolina, and Tennessee, and office space in Illinois and Florida for our Car-X franchise and McGee operations, respectively.  The Company also owns one retread facility in North Carolina.



Of Monro's 1,150 Company-operated stores at March 31, 2018, 330 were owned, 752 were leased and for 68 stores, only the land was leased.  In addition to the Company-operated stores, five wholesale locations and one retread facility were leased at March 31, 2018.  In general, we lease store sites for a ten-year period with several five-year renewal options.  Giving effect to all renewal options, approximately 65% of the leases (529 stores) expire after 2028.  Certain leases provide for contingent rental payments if a percentage of annual gross sales exceed the base fixed rental amount.  The highest contingent percentage rent of any lease is 10.0%, and no such lease has adversely affected profitability of the store subject thereto.  A former officer of Monro or members of his family are the lessors, or such former officer or family members have interests in entities that are the lessors, with respect to six of the leases.  No related party leases exist, other than these six leases, and no new related party leases are contemplated. 

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Item 3. Legal Proceedings



On December 13, 2017, the Company settled a 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 for fiscal 2018.  Such amount was estimated by the Company to be less than the legal fees and expenses that the Company believed it would likely have incurred in connection with defending such matter during the twelve month period following settlement.



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.



Item 4. Mine Safety Disclosures



Not applicable.

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PART II



Item 5. Market for the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



MARKET INFORMATION



Monro’s common stock, par value $.01 per share, (the “Common Stock”) is traded on the NASDAQ Stock Market under the symbol "MNRO".  The following table sets forth, for each quarter during the last two fiscal years, the range of high and low sales prices on the NASDAQ Stock Market for the Common Stock:







HOLDERS



At May 18, 2018, Monro’s Common Stock was held by approximately 36 shareholders of record.  This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.



DIVIDENDS



In May 2016, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.17 per common share or common share equivalent to be paid beginning with the first quarter of fiscal 2017.



In May 2017, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.18 per common share or common share equivalent to be paid beginning with the first quarter of fiscal 2018. 



In May 2018, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.20 per common share or common share equivalent to be paid to shareholders of record as of June 4, 2018.  The dividend will be paid on June 14, 2018.



The declaration of and 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 contractual restrictions, and such other factors as the Board of Directors deems relevant.  Under our Revolving Credit Facility, we are not permitted to pay cash dividends in excess of 50% of our preceding year’s net income.  For additional information regarding our Revolving Credit Facility, see Note 6 to the Company’s Consolidated Financial Statements.



SALE OF UNREGISTERED SECURITIES



During fiscal 2017, 11,000 shares of our Class C Preferred Stock were converted into 250,000 shares of our common stock.  The shares of common stock issued upon conversion of the Class C Preferred Stock were sold without registration in reliance on the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended.

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Item 6. Selected Financial Data



The following table sets forth selected financial and operating data of Monro for each fiscal year in the five-year period ended March 31, 2018.  The financial data and certain operating data have been derived from Monro’s audited financial statements.  This data should be read in conjunction with the financial statements and related notes included under Item 8 of this report and in conjunction with other financial information included elsewhere in this Form 10-K.





 

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Fiscal year 2018 reflects results based on a 53 week fiscal year.  Results from all other fiscal years are based on a 52 week fiscal year.



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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations



The following table sets forth income statement data of Monro expressed as a percentage of sales for the fiscal years indicated:







CRITICAL ACCOUNTING POLICIES



We believe that the accounting policies listed below are those that are most critical to the portrayal of our financial condition and results of operations, and that required management’s most difficult, subjective and complex judgments in estimating the effect of inherent uncertainties.  This section should be read in conjunction with Note 1 to the Company’s Consolidated Financial Statements which includes other significant accounting policies.



Inventory



We evaluate whether inventory is stated at the lower of cost and net realizable value based on historical experience with the carrying value and life of inventory.  The assumptions used in this evaluation are based on current market conditions and we believe inventory is stated at the lower of cost and net realizable value in the consolidated financial statements.  In addition, historically we have been able to return excess items to vendors for credit or sell such inventory to other wholesalers.  Future changes by vendors in their policies or willingness to accept returns of excess inventory could require a revision in the estimates.



Business Combinations



We use the acquisition method in accounting for acquired businesses. Under the acquisition method, our financial statements reflect the operations of an acquired business starting from the completion of the acquisition. The assets acquired and liabilities assumed are recorded at their respective estimated fair values at the date of the acquisition. Any excess of the purchase price over the estimated fair values of the identifiable net assets acquired is recorded as goodwill. Significant judgment is often required in estimating the fair value of assets acquired, particularly intangible assets. As a result, in the case of significant acquisitions, we normally obtain the assistance of a third-party valuation specialist in estimating fair values of tangible and intangible assets. The fair value estimates are based on available historical information and on expectations and assumptions about the future, considering the perspective of marketplace participants. While we believe those expectations and assumptions are reasonable, they are inherently uncertain. Unanticipated market or macroeconomic events and circumstances may occur, which could affect the accuracy or validity of the estimates and assumptions.



Carrying Values of Goodwill and Long-Lived Assets



We have a history of growth through acquisitions.  Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition.  Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses.  The carrying value of goodwill is subject to annual impairment reviews, which we typically perform in the third quarter of the fiscal year.  Impairment reviews may also be triggered by any significant events or changes in circumstances affecting our business.



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We have one reporting unit which encompasses all operations including new acquisitions.  The goodwill impairment test consists of a two-step process, if necessary. We perform a qualitative assessment to determine if it is more likely than not that the fair value is less than the carrying value of goodwill.  The qualitative assessment includes a review of business changes, economic outlook, financial trends and forecasts, growth rates, industry data, market capitalization and other relevant qualitative factors. If the qualitative factors are triggered, we perform the two-step process.  The first step is to compare the fair value of our reporting unit to the book value of our reporting unit. If the fair value is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of goodwill with the carrying amount of that goodwill. If the carrying amount of goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill.  We believe there is little risk of impairment.



Intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses and are amortized over their estimated useful lives.  All intangibles and other long-lived assets are reviewed when events or changes in circumstances indicate that the asset’s carrying value may not be recoverable.  If such indicators are present, it is determined whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying values.



A deterioration of macroeconomic conditions may not only negatively impact the estimated operating cash flows used in our cash flow models, but may also negatively impact other assumptions used in our analyses, including, but not limited to, the estimated cost of capital and/or discount rates.  Additionally, as discussed above, we are required to ensure that assumptions used to determine fair value in our analyses are consistent with the assumptions a hypothetical marketplace participant would use.  As a result, the cost of capital and/or discount rates used in our analyses may increase or decrease based on market conditions and trends, regardless of whether our actual cost of capital has changed.  Therefore, we may recognize an impairment of an intangible asset or assets even though realized actual cash flows are approximately equal to or greater than our previously forecasted amounts.



Self-Insurance Reserves



We are largely self-insured with respect to workers’ compensation, general liability and employee medical claims.  In order to reduce our risk and better manage our overall loss exposure, we purchase stop-loss insurance that covers individual claims in excess of the deductible amounts, and caps total losses in a fiscal year.  We maintain an accrual for the estimated cost to settle open claims as well as an estimate of the cost of claims that have been incurred but not reported.  These estimates take into consideration the historical average claim volume, the average cost for settled claims, current trends in claim costs, changes in our business and workforce, and general economic factors.  These accruals are reviewed on a quarterly basis, or more frequently if factors dictate that a more frequent review is warranted.  For more complex reserve calculations, such as workers’ compensation, we use the services of an actuary on an annual basis to assist in determining the required reserve for open claims.



Stock-Based Compensation



We provide stock-based compensation through non-qualified stock options, restricted stock awards and restricted stock units.  We measure compensation cost arising from the grant of share-based payments to an employee at fair value, and recognize such cost in income over the period during which the employee is required to provide service in exchange for the award, usually the vesting period.  The fair value of each option award is estimated on the date of grant primarily using the Black-Scholes option valuation model.  The fair value of restricted stock awards and restricted stock units is determined based on the stock price at the date of grant.



The Company is required to estimate forfeitures and only record compensation costs for those awards that are expected to vest. The assumptions for forfeitures were determined based on type of award and historical experience. Forfeiture assumptions are adjusted at the point in time a significant change is identified, with any adjustment recorded in the period of change, and the final adjustment at the end of the requisite service period to equal actual forfeitures.



Income Taxes



Our provision for income taxes and effective tax rates are calculated by legal entity and jurisdiction and are based on a number of factors, including our income, tax planning strategies, differences between tax laws and accounting rules, statutory tax rates and credits, uncertain tax positions and valuation allowances.  We use significant judgment and estimates in evaluating our tax positions.



Tax law and accounting rules often differ as to the timing and treatment of certain items of income and expense.  As a result, the tax rate reflected in our tax return (the current or cash tax rate) may differ from the tax rate reflected in our Consolidated Financial Statements.  Some of the differences are permanent, while other differences are temporary as they reverse over time.  We record deferred tax assets and liabilities for any temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.  We establish valuation allowances when we believe it is more-likely-than-not that some portion of our deferred tax assets will not be realized.



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On December 22, 2017, the Tax Act was enacted into law.  The Tax Act reduced the U.S. federal corporate income tax rate to 21% from 35% effective January 1, 2018.  For fiscal 2018, we recorded a net discrete adjustment to income tax expense of approximately $4.7 million primarily from revaluing our net deferred tax assets to reflect the new U.S. federal corporate income tax rate.  We believe this calculation is complete except for deferred taxes related to certain equity compensation arrangements and changes in estimates that can result from finalizing the filing of our 2017 U.S. income tax return, which are not anticipated to be material.



At any one time, our tax returns for several tax years are subject to examination by U.S. federal and state taxing jurisdictions.  We establish tax liabilities in accordance with the accounting guidance on income taxes.  Under the accounting guidance, the impact of an uncertain tax position taken or expected to be taken on an income tax return must be recognized in the financial statements at the largest amount that is more-likely-than-not to be sustained.  An uncertain income tax position will not be recognized in the financial statements unless it is more-likely-than-not to be sustained.  We adjust these tax liabilities, as well as the related interest and penalties, based on the latest facts and circumstances, including recently published rulings, court cases and outcomes of tax audits.  To the extent our actual tax liability differs from our established tax liabilities for unrecognized tax benefits; our effective tax rate may be materially impacted.  While it is often difficult to predict the final outcome of, the timing of, or the tax treatment of any particular tax position or deduction, we believe that our tax balances reflect the more-likely-than-not outcome of known tax contingencies.



RESULTS OF OPERATIONS



Fiscal 2018 as Compared to Fiscal 2017



Sales for fiscal 2018 increased $106.3 million or 10.4% to $1.128 billion as compared to $1.022 billion in fiscal 2017.   The increase was largely due to an increase of $96.2 million related to new stores, of which $73.5 million came from the fiscal 2017 and fiscal 2018 acquisitions.  Additionally, there was an increase in comparable store sales of 1.8%.  Partially offsetting this was a decrease in sales from closed stores amounting to $5.8 million.  Fiscal 2018 was a 53-week year, and therefore, there were 368 selling days as compared to 361 selling days in fiscal year 2017.  Adjusting for days, comparable store sales were relatively flat.



Barter sales of slower moving inventory totaled approximately $2.9 million and $2.5 million for fiscal 2018 and fiscal 2017, respectively.



During the year ended March 31, 2018, 49 Company-operated stores were added and 17 were closed.  At March 31, 2018, we had 1,150 Company-operated stores in operation compared to 1,118 Company-operated stores in operation at March 25, 2017.



With regard to franchised locations, during fiscal 2018, we purchased 11 from existing franchisees.  Also during fiscal 2018, we opened two and closed three franchised locations.  At March 31, 2018, we had 102 franchised locations compared to 114 franchised locations at March 25, 2017.



Comparable store brakes, front end/shocks, and exhaust category sales for fiscal 2018 increased by approximately 3%, 2% and 1%, respectively, from the prior year when adjusted for days.  However, both the alignment and maintenance services categories decreased by approximately 2% on a comparable store sales basis when adjusted for days as compared to the prior year.  Comparable store tire category sales decreased by approximately 1% for fiscal 2018 when adjusted for days as compared to the prior year.  Comparable store sales when adjusted for days were impacted by higher average ticket, offset by lower traffic.



Gross profit for fiscal 2018 was $435.6 million or 38.6% of sales as compared with $396.9 million or 38.9% of sales for fiscal 2017.  The decrease in gross profit for fiscal 2018, as a percentage of sales, was due primarily to a shift in sales mix related to recent acquisitions, including the recently acquired commercial and wholesale locations, partially offset by lower material costs as a percentage of sales. 



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 state inspections.  During fiscal 2017, 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 sales mix resulting from the sale of commercial tires and the lower gross margin of the wholesale locations.  The lower gross margin 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.  In the aggregate, the commercial and wholesale locations had consolidated revenue of approximately $91.3 million and $49.0 million for the years ended March 31, 2018 and March 25, 2017, respectively.  Additionally, due to the sales mix from our commercial and wholesale locations, our consolidated gross margin for the year ended March 31, 2018 was reduced by approximately 230 basis points, as compared to a reduction in consolidated gross margin of approximately 140 basis points for the prior year. 



On a consolidated basis, labor costs in fiscal 2018 decreased approximately 40 basis points, as a percentage of sales, from the prior year due to the sales mix shift from recent acquisitions.  Distribution and occupancy costs were relatively flat as a percentage of sales as compared to the prior year.

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Operating expenses for fiscal 2018 were $308.3 million or 27.3% of sales as compared with $280.5 million or 27.5% of sales for fiscal 2017.  The increase of $27.8 million is partially attributable to $2.0 million in litigation settlement costs and $3.2 million in management transition costs. The remaining year-over-year dollar increase relates primarily to increased expenses from 32 net new stores.



Operating income in fiscal 2018 of approximately $127.3 million increased by 9.4% as compared to operating income of approximately $116.4 million in fiscal 2017, and decreased as a percentage of sales from 11.4% to 11.3% for the reasons described above.



Net interest expense for fiscal 2018 increased by approximately $4.5 million as compared to the prior year, and increased as a percentage of sales from 1.9% to 2.2%.  The weighted average debt outstanding for the year ended March 31, 2018 increased by approximately $17 million from the year ended March 25, 2017.  This increase is primarily related to an increase in capital lease debt recorded in connection with the fiscal 2017 and fiscal 2018 acquisitions and greenfield expansion, as well as an increase in the weighted average interest rate for the year ended March 31, 2018 of approximately 90 basis points as compared to the prior year.  This was partially offset by a decrease in debt outstanding under our Revolving Credit Facility.  The increase in the weighted average interest rate for the year ended March 31, 2018 was largely due to an increase in capital lease debt, as well as an increase in the LIBOR and prime rate from the prior year.



The effective income tax rate was 38.2% and 36.7%, respectively, of pre-tax income in fiscal 2018 and fiscal 2017.  On December 22, 2017, President Trump signed the 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 income tax rate from 35% to 21% (effective January 1, 2018).  For fiscal 2018, we recorded a net discrete adjustment to income tax expense of approximately $4.7 million primarily from revaluing our net deferred tax assets to reflect the new U.S. federal corporate income tax rate.  The deferred tax charge was partially offset by reduced income tax expense reflected by a blended U.S. federal corporate income tax rate of approximately 31.6%.  For further information, refer to Note 7 to the Company’s Consolidated Financial Statements.



For fiscal 2018, the tax effects of the Tax Act recognized in income tax expense decreased diluted earnings per share by approximately $.06.  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).



Net income for fiscal 2018 increased by $2.4 million, or 3.9%, from $61.5 million in fiscal 2017, to $63.9 million.  Earnings per common share on a diluted basis for fiscal 2018 of $1.92 increased 3.8% as compared to $1.85 for fiscal 2017 due to the factors discussed above.  Fiscal 2018 diluted earnings per common share included $.06 per share related to the net expense impact of newly enacted tax legislation, $.04 per share in litigation settlement costs and $.06 per share in management transition costs, partially offset by $.10 contribution per share from the extra selling week.



Fiscal 2017 As Compared To Fiscal 2016



Sales for fiscal 2017 increased $77.9 million or 8.3% to $1.022 billion as compared to $943.7 million in fiscal 2016.  The increase was due to an increase of $124.3 million related to new stores, of which $102.5 million came from the fiscal 2016 and fiscal 2017 acquisitions.  Largely offsetting this was a decrease in comparable stores of 4.3%.  Additionally, there was a decrease in sales from closed stores amounting to $8.1 million.  There were 361 selling days in both fiscal 2017 and fiscal 2016.  



Barter sales of slower moving inventory totaled approximately $2.5 and $2.0 million for fiscal years 2017 and 2016, respectively.



During the year, 105 Company-operated stores were added and 16 were closed.  At March 25, 2017, we had 1,118 Company-operated stores in operation.



With regard to franchised locations, during fiscal 2017, we purchased 15 from existing franchisees and six closed.  At March 25, 2017, we had 114 franchised locations.



We believe that the decline in comparable store sales for fiscal 2017 resulted mainly from the challenging economic conditions facing our customers as well as unseasonably warmer winter weather in certain of our markets. 



Gross profit for fiscal 2017 was $396.9 million or 38.9% of sales as compared with $385.7 million or 40.9% of sales for fiscal 2016.  The decrease in gross profit for fiscal 2017, as a percentage of sales, was primarily due to a shift in sales mix related to recent acquisitions and the impact of a decrease in comparable store sales.



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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, including state inspections.  During fiscal 2017, 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 sales mix resulting from the sale of commercial tires as well as the gross margin of the wholesale locations being different primarily due 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.  In aggregate, the commercial and wholesale locations impacted consolidated revenue by approximately $49.0 million for the year ended March 25, 2017.  Additionally, due to the sales mix from our commercial and wholesale locations, our consolidated gross profit margin for the year ended March 25, 2017 was reduced by approximately 140 basis points.



On a comparable store basis, gross profit margin for fiscal 2017 decreased slightly as compared to the prior year.



Distribution and occupancy and labor costs were relatively flat as a percentage of sales as compared to the prior year.   



Operating expenses for fiscal 2017 were $280.5 million or 27.5% of sales compared with $265.1 million or 28.1% of sales for fiscal 2016.  The dollar increase primarily related to increased expenses for new stores.  On a comparable store basis, operating expenses for the year ended March 25, 2017 decreased as compared to the prior year.  We believe that this demonstrates the effectiveness of our strong cost control in a period of soft sales.



Operating income in fiscal 2017 of $116.4 million decreased 3.5% compared to operating income of $120.6 million in fiscal 2016, and decreased as a percentage of sales from 12.8% to 11.4% for the reasons described above. 



Net interest expense for fiscal 2017 increased by approximately $4.2 million as compared to the prior year, and increased as a percentage of sales from 1.6% to 1.9%.  The weighted average debt outstanding for the year ended March 25, 2017 increased by approximately $80 million from the year ended March 26, 2016.  This increase was primarily related to an increase in debt outstanding under our Revolving Credit Facility to fund the purchase of our fiscal 2017 acquisitions, as well as increased capital leases related to our fiscal 2016 and fiscal 2017 acquisitions.  The weighted average interest rate for the year ended March 25, 2017 remained relatively flat as compared to the same period of the prior year.



Our effective tax rate was 36.7% and 36.6%, respectively, of pre-tax income in fiscal 2017 and 2016.  We previously engaged tax specialists to assess the qualification of intercompany transactions in accordance with U.S. Treasury Regulations of Internal Revenue Code Section 482.  Based on this assessment, we concluded that certain tax benefits of $.7 million should be recognized as a discrete item during the year ended March 26, 2016.  Excluding this net tax benefit, the effective income tax rate would have been approximately 37.3% for the year ended March 26, 2016.  The difference in the effective income tax rate relates primarily to the accounting for uncertain tax positions and recorded income tax credits which may vary from year to year.



Net income for fiscal 2017 decreased by $5.3 million, or 7.9%, from $66.8 million in fiscal 2016, to $61.5 million in fiscal 2017, and earnings per diluted share decreased by 7.5% from $2.00 to $1.85 due to the factors discussed above.



CAPITAL RESOURCES, CONTRACTUAL OBLIGATIONS AND LIQUIDITY



Capital Resources



Our primary capital requirements for fiscal 2018 were divided among the funding of acquisitions for $23.4 million, as well as the upgrading of facilities and systems and the funding of our store expansion program totaling $39.1 million.  In fiscal 2017, our primary capital requirements were divided among the funding of acquisitions for $142.6 million, as well as the upgrading of facilities and systems and the funding of our store expansion program totaling $34.6 million.  In both fiscal years 2018 and 2017, capital requirements were primarily met by cash flow from operations and from our revolving credit facility.



In fiscal 2019, we intend to open approximately 20 to 40 new greenfield stores.  Greenfield stores include new construction as well as the acquisition of one to four store operations.  Total capital required to build a new greenfield service store ranges, on average, from $360,000 to $990,000 depending on whether the store is leased, owned or land leased.  Total capital required to build a new greenfield tire (land and building leased) location costs, on average, approximately $600,000, including $250,000 for equipment and $150,000 for inventory.



Monro paid dividends of $24.0 million in fiscal 2018.  In May 2018, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.20 per common share or common share equivalent beginning in the first quarter of fiscal 2019.



The acquisitions subsequent to March 31, 2018 were financed through our existing credit facility.



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We also plan to continue to seek suitable acquisition candidates.  Management believes that we have sufficient resources available (including cash flow from operations and bank financing) to expand our business as currently planned for the next several years.



Contractual Obligations



Payments due by period under long-term debt, other financing instruments and commitments are as follows:







We believe that we can fulfill our contractual commitments utilizing our cash flow from operations and, if necessary, bank financing.



Liquidity



In January 2016, we entered into a new five-year $600 million revolving credit facility agreement currently with 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 borrowing capacity for the Credit Facility is up to $600 million, and includes an accordion feature permitting us to request an increase in availability of up to an additional $100 million.  The Credit 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 $148.0 million outstanding under the Credit Facility at March 31, 2018.  We were in compliance with all debt covenants as of March 31, 2018.



At March 31, 2018 and March 25, 2017, the interest rate spread paid by the Company was 125 and 100 basis points over LIBOR, respectively. 



Within the Credit Facility, we have a sub-facility of $80 million 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 million in an outstanding letter of credit at March 31, 2018.



The net availability under the Credit Facility at March 31, 2018 was $422.6 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.  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. 



In addition, we have financed certain store properties with capital leases/financing obligations, which amount to $246.2 million at March 31, 2018 and are due in installments through May 2045.  We also have a $.1 million payable due in equal installments through September 2019 to the sellers of certain acquired businesses at March 31, 2018.



Off Balance Sheet Arrangements



Other than the unrecorded contractual commitments noted above, we do not have any off-balance sheet arrangements at March 31, 2018.



INFLATION



We do not believe our operations have been materially affected by inflation.  Monro has been successful, in many cases, in mitigating the effects of merchandise cost increases principally through the use of volume discounts and alternative vendors, as well as selling price increases.  See additional discussion under Risk Factors.



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FINANCIAL ACCOUNTING STANDARDS



See “Recent Accounting Pronouncements” in Note 1 to the Company’s Consolidated Financial Statements for a discussion of the impact of recently issued accounting standards on our Consolidated Financial Statements as of March 31, 2018 and for the year then ended, as well as the expected impact on the Consolidated Financial Statements for future periods.



Item 7A. Quantitative and Qualitative Disclosures about Market Risk



Monro is exposed to market risk from potential changes in interest rates.  As of March 31, 2018, approximately .05% 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.  Given a 1% change in LIBOR, our cash flow exposure on floating rate debt interest expense would result in interest expense fluctuating approximately $1.5 million based upon our debt position as of March 31, 2018.



Debt financing had a carrying amount and a fair value of $148.1 million as of March 31, 2018, as compared to a carrying amount and a fair value of $182.4 million as of March 25, 2017.



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Item 8. Financial Statements and Supplementary Data





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Report of Independent Registered Public Accounting Firm





To the Board of Directors and Shareholders of Monro, Inc.:



Opinions on the Financial Statements and Internal Control over Financial Reporting



We have audited the accompanying consolidated balance sheets of Monro, Inc. and its subsidiaries as of March 31, 2018 and March 25, 2017, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended March 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”).  We also have audited the Company's internal control over financial reporting as of March 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2018 and March 25, 2017, and the results of their operations and their cash flows for each of the three years in the period ended March 31, 2018 in conformity with accounting principles generally accepted in the United States of America.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.



Basis for Opinions



The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.  Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. 



Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.



Definition and Limitations of Internal Control over Financial Reporting



A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ PricewaterhouseCoopers LLP



Rochester, New York

May 30, 2018



We have served as the Company’s auditor since at least 1984. We have not determined the specific year we began serving as auditor of the Company.

 



 

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MONRO, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS





 

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MONRO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME





 

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MONRO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY





 

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MONRO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS