10-K 1 mnro-20150328x10k.htm 10-K 20150328 10K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

 

(MARK ONE)

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

 

For Fiscal Year Ended March 28, 2015

 

OR

 

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

 

Commission File Number 0-19357

 

MONRO MUFFLER BRAKE, INC.

(Exact name of registrant as specified in its charter)

 

 

New York

 

16-0838627

 

 

(State of incorporation)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

 

200 Holleder Parkway,

 

 

 

 

Rochester, New York

 

14615

 

 

(Address of principal executive offices)

 

(Zip code)

 

 

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 if 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 Web site, 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, or a smaller reporting company.  See the definitions of  “large accelerated filer”, “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. 

 

Large Accelerated Filer 

Accelerated Filer 

Non-Accelerated Filer 

Smaller Reporting Company 

 

(Do not check if a smaller reporting company)

 

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 voting 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 27, 2014, was approximately $1,475,500,000.

 

As of May 8, 2015,  31,828,585 shares of the registrant's Common Stock, par value $.01 per share, were outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant's definitive proxy statement (to be filed pursuant to Regulation 14A) for the 2015 Annual Meeting of Shareholders (the "Proxy Statement") are incorporated by reference into Part III hereof.

 

 

 


 

TABLE OF CONTENTS

 

 

 

 

 

 

Page

PART  I 

 

Item 1. 

Business

Item 1A. 

Risk Factors

11 

Item 1B. 

Unresolved Staff Comments

16 

Item 2. 

Properties

16 

Item 3. 

Legal Proceedings

16 

Item 4. 

Mine Safety Disclosures

16 

PART II 

 

Item 5. 

Market for the Company's Common Equity and Related Stockholder Matters

16 

Item 6. 

Selected Financial Data

18 

Item 7. 

Management's Discussion and Analysis of Financial Condition and Results of Operations

19 

Item 7A. 

Quantitative and Qualitative Disclosures about Market Risk

24 

Item 8. 

Financial Statements and Supplementary Data

25 

Item 9. 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

58 

Item 9A. 

Controls and Procedures

58 

Item 9B. 

Other Information

59 

PART III 

 

Item 10. 

Directors and Executive Officers of the Company and Corporate Governance

60 

Item 11. 

Executive Compensation

60 

Item 12. 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

60 

Item 13. 

Certain Relationships and Related Transactions and Director Independence

60 

Item 14. 

Principal Accountant Fees and Services

60 

PART IV 

 

Item 15. 

Exhibits and Financial Statement Schedules

61 

Signatures 

62 

Index to Exhibits 

63 

 

 

 

 

2


 

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”, “see”, “could”, “estimate”, “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 Muffler Brake, 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, the impact of competitive services and pricing, parts supply restraints or difficulties, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, disruption or unauthorized access to our computer systems, risks relating to protection of customer and employee personal data, risks relating to litigation, 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 to update any forward-looking statement that may be made from time to time by us or on our behalf.

 

Item 1. Business

 

GENERAL

 

Monro is a chain of 999 Company-operated stores (as of March 28, 2015), one franchised location and 14 dealer-operated stores providing automotive undercar repair and tire services in the United States.  At March 28, 2015, Monro operated Company stores in 25 states, including Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, 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” and “The Tire Choice” (together, the “Company Stores”).  Company Stores typically are situated in high-visibility locations in suburban areas and small towns, as well as in major metropolitan areas.  Company Stores serviced approximately 5.5 million vehicles in fiscal 2015.  (References herein to fiscal years are to the Company's year ended fiscal March [e.g., references to "fiscal 2015" are to the Company's fiscal year ended March 28, 2015].)

 

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 24 additional states.

 

In December 1998, Monro appointed Robert G. Gross as President and Chief Executive Officer, who began full-time responsibilities on January 1, 1999.  Effective October 1, 2012, Mr. Gross assumed the role of Executive Chairman and John W. Van Heel was appointed Chief Executive Officer.

 

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.  Monro does not sell parts or accessories to the do-it-yourself market. 

 

All of the Company’s 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 stores are more specialized in tire replacement and service and, accordingly, have a higher mix of sales in the tire category.  These stores are described below as tire stores, whereas the remaining stores are described as service stores.  (See additional discussion under “Operating Strategy”.)  At March 28, 2015, there were 509 stores designated as service stores and 490 as tire stores.

 

3


 

Our sales mix for fiscal 2015, 2014 and 2013 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service Stores

 

Tire Stores

 

Total Company

 

 

FY15

 

FY14

 

FY13

 

FY15

 

FY14

 

FY13

 

FY15

 

FY14

 

FY13

Brakes

 

25 

%

 

24 

%

 

24 

%

 

10 

%

 

%

 

%

 

15 

%

 

15 

%

 

15 

%

Exhaust

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steering

 

11 

 

 

11 

 

 

12 

 

 

 

 

 

 

 

 

10 

 

 

 

 

10 

 

Tires

 

19 

 

 

18 

 

 

17 

 

 

57 

 

 

60 

 

 

60 

 

 

44 

 

 

44 

 

 

42 

 

Maintenance

 

36 

 

 

38 

 

 

38 

 

 

23 

 

 

22 

 

 

22 

 

 

28 

 

 

28 

 

 

29 

 

Total

 

100 

%

 

100 

%

 

100 

%

 

100 

%

 

100 

%

 

100 

%

 

100 

%

 

100 

%

 

100 

%

 

At March 28, 2015, the Company had one wholly-owned subsidiary, Monro Service Corporation, which is a Delaware corporation qualified to do business in the states of Illinois, Kentucky, Maryland, New Hampshire, New York and Virginia.

 

Monro Service Corporation 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.

 

INDUSTRY OVERVIEW

 

According to industry reports, demand for automotive repair services, including undercar repair and tire services, has increased due to the general increase in the number of vehicles registered, the increase in the average age of vehicles and the increased complexity of vehicles, which makes 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, principally because fewer gas stations now perform repairs, and because there are fewer new car dealers as a result of dealership closures by car manufacturers, such as Chrysler and General Motors.  We believe that these factors present opportunities for increased sales by the Company, even though the number of specialized repair outlets (such as those operated by Monro and our direct competitors) has increased to meet growing demand.

 

EXPANSION STRATEGY

 

Monro has experienced significant growth in recent years due to acquisitions and, to a lesser extent, the opening of new 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.  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 several acquisitions, including:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date of Acquisition

 

Seller

 

Number of Stores Acquired (a) (b)

 

Location of Stores

 

Current Brand (f)

March 2004

 

Atlantic Automotive Corp.

 

26 

 

 

MD, VA

 

Mr. Tire

October 2004

 

Rice Tire, Inc.

 

 

 

MD

 

Mr. Tire/Tread Quarters

March 2005

 

Henderson Holdings, Inc.

 

10 

 

 

MD

 

Mr. Tire

April 2006

 

ProCare Automotive Service Solutions LLC

 

75 

 

 

OH, PA

 

Monro/Mr. Tire

July 2007

 

Valley Forge Tire & Auto Centers

 

11 

 

 

PA

 

Mr. Tire

July 2007

 

Craven Tire & Auto

 

 

 

VA

 

Mr. Tire

January 2008

 

Broad Elm Group

 

 

 

NY

 

Mr. Tire

June 2009

 

Am-Pac Tire Distributors

 

26 

 

 

IL, MO

 

Autotire

September 2009

 

Midwest Tire & Auto Repair

 

 

 

IN

 

Tire Warehouse

October 2009

 

Tire Warehouse Central, Inc.

 

41 

(c)

 

ME, MA, NH, RI, VT

 

Tire Warehouse

March 2010

 

Import Export Tire, Co.

 

 

 

PA

 

Mr. Tire

November 2010

 

Courthouse Tire

 

 

 

VA

 

Mr. Tire

4


 

June 2011

 

Vespia Tire Centers, Inc.

 

24 

 

 

NJ, PA

 

Mr. Tire

October 2011

 

Terry's Tire Town

 

 

 

PA, OH

 

Mr. Tire

April 2012

 

Kramer Tire Co.

 

20 

(d)

 

VA

 

Kramer Tire/Tread Quarters

June 2012

 

Colony Tire Corporation

 

18 

 

 

NC

 

Mr. Tire/Tread Quarters

August 2012

 

Tuffy Associates Corp.

 

17 

 

 

SC, WI

 

Monro/Tread Quarters

October 2012

 

ChesleyCo, Inc.

 

 

 

NY

 

Monro/Mr. Tire

November 2012

 

Everybody's Oil Corporation

 

31 

 

 

IL, IN, TN

 

Tire Barn Warehouse

December 2012

 

Ken Towery's Auto Care of Kentucky, Inc./Ken Towery's Auto Care of Indiana, Inc.

 

27 

(e)

 

IN, KY

 

Ken Towery Tire & Auto Care

December 2012

 

Tire King of Durham, Inc.

 

 

 

NC

 

Mr. Tire

December 2012

 

Enger Auto Service, Inc.

 

12 

 

 

OH

 

Mr. Tire

August 2013

 

Curry's Automotive Group

 

10 

 

 

MD, VA

 

Curry's/Mr. Tire

November 2013

 

S & S Firestone, Inc.

 

 

 

KY

 

Ken Towery Tire & Auto Care

November 2013

 

Carl King Tire Co., Inc.

 

 

 

DE, MD

 

Mr. Tire

June 2014

 

Kan Rock Tire Company, Inc.

 

(g)

 

MI

 

Monro

June 2014

 

Lentz U.S.A. Service Centers, Inc.

 

10 

(g)

 

MI

 

Monro

August 2014

 

Hennelly Tire & Auto, Inc.

 

35 

 

 

FL

 

The Tire Choice

September 2014

 

Wood & Fullerton Stores, LLC

 

 

 

GA

 

Mr. Tire

December 2014

 

Gold Coast Tire & Auto Centers

 

 

 

FL

 

The Tire Choice

March 2015

 

Martino Tire Stores

 

 

 

FL

 

The Tire Choice

 

_________________

(a)

Table includes only acquisitions of three or more stores.

(b)

Twenty-two stores were subsequently closed due to redundancies or failure to achieve an acceptable level of profitability.  See additional discussion under “Store Additions and Closings”.

(c)

Six franchised locations were also acquired.  Prior to March 29, 2014, three were subsequently purchased by Monro and converted to Company-operated stores.  During April 2014, two additional franchise locations were purchased and converted.

(d)

Two heavy truck tire and truck repair stores, two wholesale operations and a retread facility were also acquired and subsequently sold.

(e)

One wholesale operation was also acquired and is operating under the America’s Best Tires name.

(f)

In this table, “Monro” refers to the brand of “Monro Brake/Tires” or “Monro Muffler Brake & Service”, not the corporation.

(g)

One acquired store was never opened.

 

As of March 28, 2015, Monro had 999 Company-operated stores, one franchised location and 14 dealer locations located in 25 states.  The following table shows the growth in the number of Company-operated stores over the last five fiscal years:

STORE ADDITIONS AND CLOSINGS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended Fiscal March

 

 

2015

 

2014

 

2013

 

2012

 

2011

Stores open at beginning of year

 

953 

 

 

937 

 

 

803 

 

 

781 

 

 

777 

 

Stores added during year

 

92 

(b)

 

29 

(c)

 

144 

(d)

 

36 

(e)

 

12 

(f)

Stores closed during year (a)

 

(46)

 

 

(13)

 

 

(10)

 

 

(14)

 

 

(8)

 

Stores open at end of year

 

999 

 

 

953 

 

 

937 

 

 

803 

 

 

781 

 

Service (including BJ’s) stores

 

509 

 

 

532 

 

 

540 

 

 

536 

 

 

547 

 

Tire stores

 

490 

 

 

421 

 

 

397 

 

 

267 

 

 

234 

 

 

_________________

(a)

Generally, stores were closed because they failed to achieve or maintain an acceptable level of profitability or because a new Company Store was opened in the same market at a more favorable location.  Additionally, in fiscal 2015, we closed the 34 remaining stores operated in BJ’s Wholesale Clubs.  In fiscal 2012, we sold all of our seven stores in the Long Island market to Mavis Tire for $2.0 million.

(b)

Includes 85 stores acquired in the fiscal 2015 Acquisitions. (Excludes the Kan Rock and Lentz stores that were never opened.)

(c)

Includes 24 stores acquired in the fiscal 2014 Acquisitions.

(d)

Includes 140 stores acquired in the fiscal 2013 Acquisitions.

(e)

Includes 32 stores acquired in the fiscal 2012 Acquisitions.

5


 

(f)

Includes 10 stores acquired in the fiscal 2011 Acquisitions.

 

We plan to add approximately nine new greenfield stores in fiscal 2016 and to pursue appropriate acquisition candidates. 

 

In April 2015, we completed the acquisition of the Car-X brand, a chain of 146 franchised auto service centers, from Car-X Associates Corp., a subsidiary of Tuffy Associates Corp.  The Car-X stores are owned and operated by 32 independent Car-X franchisees.  We will operate as the franchisor.

 

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 a greater percentage of stores in mature and existing markets in order to capitalize on our market presence and consumer awareness.  During fiscal 2015, 11 of the stores added (including acquired stores) were located in existing markets and 81 stores were added in new markets.

 

We believe that management and operating improvements implemented over the last several fiscal years have enhanced our ability to sustain our growth.  Monro has a chain-wide computerized inventory control and electronic 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.  Being Windows-based, the system has simplified training of new employees. Additionally, the system includes the following:

 

·

Electronic mail and electronic cataloging, which allows store managers to electronically research the specific parts needed for the make and model of the car being serviced;

·

Electronic repair manuals that allow for instant access to a single source of accurate, up to date, original equipment manufacturer-direct diagnosis, repair and maintenance information;

·

Software which contains data that mirrors the scheduled maintenance requirements in vehicle owner’s manuals, specifically by make, model, year and mileage for every major automobile brand.  Management believes that this software facilitates the presentation and sale of scheduled maintenance services to customers;

·

Streamlining of estimating and other processes;

·

Graphic catalogs;

·

A feature which facilitates tire searches by size;

·

Direct mail support;

·

Appointment scheduling;

·

Customer service history;

·

A thermometer graphic which guides store managers on the profitability of each job;

·

The ability to view inventory of up to the closest 14 stores or warehouse; and

·

Expanded monitoring of price changes. This requires more specificity on the reason for a discount, which management believes helps to control discounting.

 

Enhancements will continue to be made to the POS system annually 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 open a new greenfield service store location may be accomplished in one of three ways: a store lease for the land and building (in which case, land and building costs will be financed primarily by the lessor), a land lease with the building constructed by Monro (with building costs paid by Monro), or 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 our customers, stores generate almost no receivables and a new store's actual net working capital investment is nominal.  Total capital required to open 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 open 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 28, 2015, we leased the land and/or the building at approximately 69% 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.

6


 

 

New service and tire stores, (excluding acquired stores), have average sales of approximately $390,000 and $1,015,000, respectively, in their first 12 months of operation, or $65,000 and $145,000, 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

Number

 

 

Average

 

Average

 

 

 

 

of Stock

 

 

Number

 

Square

 

Average

 

Keeping

 

 

of Bays

 

Feet

 

Inventory

 

Units (SKUs)

Service stores (excluding ProCare)

 

 6

 

4,500

 

$

103,000

 

2,600

Tire stores (excluding Tire Warehouse and Tire Barn
     Warehouse stores)

 

 8

 

6,300

 

$

139,000

 

1,400

 

Data for the acquired ProCare service stores has been excluded because the stores’ stock rooms are smaller than those in typical service stores and therefore, they generally carry approximately half the amount of inventory of a typical service store.

 

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 no indoor service bays.  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.  A growing number of Tire Warehouse stores have an indoor bay to perform alignments.  The average inventory carried by the Tire Warehouse and Tire Barn Warehouse stores is $226,000 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.

 

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 survey program to monitor customer attitudes toward service quality, friendliness, speed of service, and several other factors 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. 

 

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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 Market 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 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 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, gross profit, labor cost controls, safety, 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 Market 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 both brakes and suspension.  We offer a tool purchase program through which trainee technicians can acquire their own set of tools.  We also 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.

 

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

 

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 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.

 

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 and documents for both managers and technicians.

 

OPERATING STRATEGY

 

Monro's operating strategy is to provide our customers with a wide range of dependable, high-quality automotive services at a competitive price by emphasizing the following key elements.

 

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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 exhaust service 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 are able to 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 Georgia, Maine, Maryland, Missouri, New Hampshire, New York, North Carolina, Pennsylvania, Rhode Island, Vermont, Virginia, West Virginia and Wisconsin perform annual state inspections.  Approximately 52% of our stores also offer air conditioning services.

 

The format of the Tire Warehouse and Tire Barn Warehouse stores, acquired in fiscal year 2010 and fiscal year 2013, respectively, 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.  All stores provide the installation of wiper blades.  Currently, 31 Tire Warehouse and 24 Tire Barn Warehouse stores perform alignments.  In fiscal year 2016, Monro plans to expand the number of Tire Warehouse and Tire Barn Warehouse stores offering alignment services to a total of 62 stores.

 

Customer Satisfaction

 

Monro’s vision of being the dominant auto service provider in the markets we serve is supported by a set of values displayed in each Company Store emphasizing TRUST:

 

·

Total Customer Satisfaction

·

Respect, Recognize and Reward (employees who are committed to these values)

·

Unparalleled Quality and Integrity

·

Superior Value and

·

Teamwork

 

Also displayed in each Company Store are guiding principles in support of our commitment to customer service: only present needed work; fix vehicles right the first time; complete vehicle service on time; and exceed the customer’s expectations.

 

Additionally, 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 by advertising through direct mail coupon inserts and in-store promotional signage and displays. In addition, to increase consumer awareness of the services we offer, Monro advertises through radio, yellow pages, newspapers, service reminders and digital marketing.  Our digital marketing efforts include email marketing, paid search on all major search engines, search remarketing, and banner and mobile advertising.  We also manage social media profiles for all Monro brands on Twitter, Facebook and Foursquare.

 

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.CurrysAuto.com, and www.TheTireChoice.com.  These sites 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 for the Monro, Mr. Tire, Tire Warehouse, and The Tire Choice brands.  Our mobile apps enable customers to manage vehicle service records on their smart phones and access information, coupons and specials, as they do on our websites.

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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, 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 (“outside purchases”) 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 2015.

 

Our ten largest vendors accounted for approximately 79% of our parts and tire purchases, with the largest vendor accounting for approximately 21% of total stocking purchases in fiscal 2015.  In fiscal 2015, Monro imported approximately 32% of our parts and tire purchases.  We purchase parts and tires from approximately 100 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.

 

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.  During fiscal 2013, we completed an expansion of our Rochester warehouse from 80,000 square feet to 135,000 square feet.  Stores are replenished at least bi-weekly from this warehouse, and such replenishment fills, on average, 93% of all items ordered by the stores' automatic POS-driven replenishment system.  The Rochester warehouse stocks approximately 3,900 SKUs.  Monro also operates warehouses in Maryland, Virginia, Illinois, New Hampshire and Kentucky.  These warehouses carry, on average, 700; 200; 300; 700 and 1,000 SKUs, respectively.

 

We enter into contracts with certain parts and tire suppliers, some of which require us to buy (at market prices) up to 100% of our annual purchases of specific products.  These agreements expire at various dates through July 2017.  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 retail 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 and Meineke Discount Mufflers Inc. 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 28, 2015, Monro had 6,557 employees, of whom 6,204 were employed in the field organization, 117 were employed at the warehouses, 197 were employed at our corporate headquarters and 39 were employed in other offices.  Monro's employees are not members of any union.  We believe that our relations with our employees are good.

 

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REGULATION

 

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.  Thus, we are subject to a number of 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"), and various state and local environmental protection agencies regulate our handling and disposal of waste.  The EPA, under the Clean Air Act, also regulates the installation of catalytic converters by Monro and all other repair stores by periodically spot checking repair jobs, and has the power to fine businesses that use improper procedures or materials.  The EPA has the authority to impose sanctions, including 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. 

 

We are subject to various laws and regulations concerning workplace safety, zoning and other matters relating to our business.  We maintain programs to facilitate compliance with these laws and regulations.  We believe that we are in substantial compliance with all applicable environmental and other laws and regulations and that the cost of such compliance is not material to the Company.

 

Monro is environmentally conscious, and takes advantage of recycling opportunities at our offices, warehouses and stores.  Cardboard, plastic shrink wrap and parts’ cores are returned to the warehouse by the stores on Monro stock trucks.  There, they are accumulated for sale to recycling companies or returned to parts manufacturers for credit.

 

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.govMonro’s filings 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

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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, 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.

 

The automotive repair industry is subject to fluctuations in the general economy. During a downturn in the economy, customers may defer or forego vehicle maintenance or repair. During periods of good economic conditions, consumers may decide to purchase new vehicles rather than having their older vehicles serviced.

 

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.

 

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 prices) up to 100% of our annual purchases of specific products.  These agreements expire at various dates through July 2017. 

 

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. 

 

Further, we depend on a number of products (e.g. brake parts, tires, oil filters) produced in foreign markets. We face risks associated with the delivery of inventory originating outside the United States, including:

 

·

potential economic and political instability in countries where our suppliers are located;

 

·

increases in shipping costs;

 

·

transportation delays and interruptions;

 

·

changes in U.S. and foreign laws affecting the importation and taxation of goods, including duties, tariffs and quotas, or changes in the enforcement of those laws;

 

·

compliance with the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or making other prohibited payments to foreign officials; and

 

·

significant fluctuations in exchange rates between the U.S. dollar and foreign currencies.

 

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 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 and 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

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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.

 

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 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 undertakenAny 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 cybersecurity 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.

 

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 increasing costs, including costs to hire additional personnel, purchase additional protection technologies, train employees, and engage

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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.

 

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 28, 2015.

 

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.

 

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.

 

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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:

 

·

our ability to obtain additional financing for working capital, capital expenditures, store renovations, acquisitions or general corporate purposes may be impaired in the future;

 

·

our failure to comply with the financial and other restrictive covenants governing our debt, which, among other things, require us to comply with certain financial ratios and limit our ability to incur additional debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations; and

 

·

our exposure to certain financial market risks, including fluctuations in interest rates associated with bank borrowings could become more significant.

 

If we do not perform in accordance with our debt covenants, our lenders may restrict our ability to draw on our Revolving Credit Facility.  We cannot assure that we will remain in compliance with our debt covenants in the future.

 

We depend on the services of 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 could be found.  It may be difficult to replace them quickly with executives of equal experience and capabilities.  Although we have employment agreements with selected executives, we cannot prevent them from terminating their employment with us.  Other executives are not bound by their employment agreements 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 future accounting guidance related to leases and other areas impacted by the current convergence project between the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board (“IASB”) could require us to make significant changes to our lease management system or other accounting systems, and could result in changes to our financial statements.  Additionally, implementing future accounting guidance related to leases or other items could potentially impact certain performance metrics and financial ratios, and potentially require the renegotiation of debt covenants.

 

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.

 

The effect of recent changes to U.S. healthcare laws may increase our healthcare costs and negatively impact our financial results.

 

We offer eligible employees the opportunity to enroll in healthcare coverage subsidized by us. For various reasons, many of our eligible employees currently choose not to participate in our healthcare plans. However, under the comprehensive U.S. healthcare reform law enacted in 2010, the Affordable Care Act, changes that became effective in 2014, and the employer mandate and employer penalties that became effective January 1, 2015, may significantly increase our labor costs. Changes in the law that took effect in 2014, including the imposition of a penalty on individuals who do not obtain healthcare coverage, may result in more eligible employees deciding to enroll in our healthcare plans, which may increase our healthcare costs in the future.  In 2015, we provided a qualifying plan under the Affordable Care Act for our benefit-eligible employees, which may further increase our healthcare expenses. Additionally, implementing the requirements of the Affordable Care Act has imposed some additional administrative costs on us, and those costs may increase over time. The costs and other effects of these new healthcare requirements cannot be determined with certainty, but they may have a material adverse effect on our financial and operating results.

15


 

 

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, Illinois and Kentucky.

 

Of Monro's 999 Company-operated stores at March 28, 2015, 312 were owned, 585 were leased and for 102 stores, only the land was leased.  In general, we lease store sites for a ten-year period with several five-year renewal options.  Giving effect to all renewal options, approximately 60% of the leases (413 stores) expire after 2025.  Certain of the leases provide for contingent rental payments if a percentage of annual gross sales exceeds the base fixed rental amount.  The highest contingent percentage rent of any lease is 6.75%, and no such lease has adversely affected profitability of the store subject thereto.  An officer of Monro or members of his family are the lessors, or have interests in entities that are the lessors, with respect to five of the leases.  No related party leases, other than the five remaining leases assumed as part of the Mr. Tire Acquisition in March 2004, have been entered into, and no new related party leases are contemplated.

 

Item 3. Legal Proceedings

 

Monro currently and from time to time is involved in litigation incidental to the conduct of our business, including employment-related litigation arising from claims by current and former employees.  Although we diligently defend against these claims, we may enter into discussions regarding settlement of these and other lawsuits, and may enter into settlement agreements, if management believes settlement is in the best interests of Monro and our shareholders.  Although the amount of liability that may result from these matters cannot be ascertained, management does not currently believe that, in the aggregate, they will result in liabilities material to Monro’s financial condition or results of operations.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

PART II

 

Item 5. Market for the Company's Common Equity and Related Stockholder Matters

 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2015

 

Fiscal 2014

Quarter Ended

 

High

 

Low

 

High

 

Low

June

 

$

57.99 

 

$

50.28 

 

$

50.66 

 

$

37.88 

September

 

$

55.06 

 

$

48.67 

 

$

51.12 

 

$

41.35 

December

 

$

59.17 

 

$

46.93 

 

$

56.00 

 

$

43.87 

March

 

$

67.93 

 

$

55.44 

 

$

62.11 

 

$

53.85 

 

HOLDERS

 

At May 8, 2015, Monro’s Common Stock was held by approximately 4,600 shareholders of record or through nominee or street name accounts with brokers.

 

16


 

EQUITY COMPENSATION PLAN INFORMATION

 

As of March 28, 2015, Monro maintained stock option plans under which employees and non-employee directors could be granted Common Stock options to purchase shares of Monro’s Common Stock.  The following table contains information relating to such plans as of March 28, 2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Securities

 

 

 

 

 

 

 

Remaining Available for

 

 

Number of Securities

 

 

 

 

Future Issuance Under

 

 

To Be Issued

 

Weighted Average

 

Equity Compensation

 

 

Upon Exercise of

 

Exercise Price of

 

Plans (Excluding Securities

 

 

Outstanding Options

 

Outstanding Options

 

Reflected in Column (a))

Plan Category

 

(a)

 

(b)

 

(c)

Equity compensation plans approved

     by security holders

 

1,518,330 

 

$

34.21 

 

1,963,763 

Equity compensation plans not approved
     by security holders

 

 -

 

 

 -

 

 -

Total

 

1,518,330 

 

$

34.21 

 

1,963,763 

 

DIVIDENDS

 

In May 2013, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.11 per common share or common share equivalent to be paid beginning with the first quarter of fiscal 2014.

 

In May 2014, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.13 per common share or common share equivalent to be paid beginning with the first quarter of fiscal 2015.

 

In May 2015, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.15 per common share or common share equivalent to be paid to shareholders of record as of June 1, 2015.  The dividend will be paid on June 11, 2015.

 

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.

17


 

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 28, 2015.  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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended Fiscal March

 

 

 

2015

 

2014

 

2013

 

2012

 

2011

 

 

 

(Amounts in thousands, except per share data)

Income Statement Data: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales   

 

 

$

894,492 

 

 

$

831,432 

 

 

$

731,997 

 

 

$

686,552 

 

 

$

636,678 

 

Cost of sales, including distribution
     and occupancy costs  

 

 

 

541,142 

 

 

 

511,458 

 

 

 

453,850 

 

 

 

410,155 

 

 

 

379,166 

 

Gross profit   

 

 

 

353,350 

 

 

 

319,974 

 

 

 

278,147 

 

 

 

276,397 

 

 

 

257,512 

 

Operating, selling, general and
     administrative expenses  

 

 

 

243,561 

 

 

 

224,627 

 

 

 

204,442 

 

 

 

184,981 

 

 

 

179,127 

 

Operating income   

 

 

 

109,789 

 

 

 

95,347 

 

 

 

73,705 

 

 

 

91,416 

 

 

 

78,385 

 

Interest expense, net   

 

 

 

11,342 

 

 

 

9,470 

 

 

 

7,213 

 

 

 

5,220 

 

 

 

5,095 

 

Other income, net   

 

 

 

(908)

 

 

 

(659)

 

 

 

(332)

 

 

 

(490)

 

 

 

(647)

 

Income before provision for income taxes   

 

 

 

99,355 

 

 

 

86,536 

 

 

 

66,824 

 

 

 

86,686 

 

 

 

73,937 

 

Provision for income taxes   

 

 

 

37,556 

 

 

 

32,077 

 

 

 

24,257 

 

 

 

32,074 

 

 

 

28,096 

 

Net income   

 

 

$

61,799 

 

 

$

54,459 

 

 

$

42,567 

 

 

$

54,612 

 

 

$

45,841 

 

Earnings per share

Basic (a)

 

$

1.94 

 

 

$

1.72 

 

 

$

1.36 

 

 

$

1.77 

 

 

$

1.52 

 

 

Diluted (a)

 

$

1.88 

 

 

$

1.67 

 

 

$

1.32 

 

 

$

1.69 

 

 

$

1.44 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares and equivalents

Basic

 

 

31,605 

 

 

 

31,394 

 

 

 

31,067 

 

 

 

30,716 

 

 

 

30,200 

 

 

Diluted

 

 

32,944 

 

 

 

32,642 

 

 

 

32,308 

 

 

 

32,237 

 

 

 

31,807 

 

Cash dividends per common share
     or common share equivalent

 

 

$

0.52 

 

 

$

0.44 

 

 

$

0.40 

 

 

$

0.35 

 

 

$

0.28 

 

Selected Operating Data:  (b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales growth:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total 

 

 

 

7.6 

%

 

 

13.6 

%

 

 

6.6 

%

 

 

7.8 

%

 

 

12.8 

%

Comparable store (c)

 

 

 

(1.4)

%

 

 

(0.5)

%

 

 

(7.3)

%

 

 

2.0 

%

 

 

4.2 

%

Stores open at beginning of year  

 

 

 

953 

 

 

 

937 

 

 

 

803 

 

 

 

781 

 

 

 

777 

 

Stores open at end of year  

 

 

 

999 

 

 

 

953 

 

 

 

937 

 

 

 

803 

 

 

 

781 

 

Capital Expenditures (d)

 

 

$

34,750 

 

 

$

32,150 

 

 

$

34,185 

 

 

$

28,556 

 

 

$

17,507 

 

Balance Sheet Data (at period end):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net working capital  

 

 

$

19,491 

 

 

$

31,375 

 

 

$

28,280 

 

 

$

24,506 

 

 

$

19,343 

 

Total assets  

 

 

 

907,794 

 

 

 

759,956 

 

 

 

739,433 

 

 

 

510,092 

 

 

 

451,840 

 

Long-term obligations   

 

 

 

255,688 

 

 

 

187,040 

 

 

 

214,809 

 

 

 

51,164 

 

 

 

41,990 

 

Shareholders’ equity    

 

 

 

473,611 

 

 

 

415,984 

 

 

 

365,042 

 

 

 

327,499 

 

 

 

280,249 

 

 

_________________

(a)

See Note 10 to our Consolidated Financial Statements, included under Item 8 of this report, for calculation of basic and diluted earnings per share for fiscal years 2015, 2014 and 2013.

(b)

Includes Company-operated stores only – no dealer or franchise locations.

(c)

Comparable store sales data (not adjusted for days) is calculated based on the change in sales of only those stores open as of the beginning of the preceding fiscal year.

(d)

Amount does not include the funding of the purchase price of acquisitions.

 

18


 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended Fiscal March

 

 

2015

 

2014

 

2013

Sales 

 

100.0 

%

 

100.0 

%

 

100.0 

%

Cost of sales, including distribution and occupancy costs 

 

60.5 

 

 

61.5 

 

 

62.0 

 

Gross profit 

 

39.5 

 

 

38.5 

 

 

38.0 

 

Operating, selling, general and administrative expenses 

 

27.2 

 

 

27.0 

 

 

27.9 

 

Operating income 

 

12.3 

 

 

11.5 

 

 

10.1 

 

Interest expense, net 

 

1.3 

 

 

1.1 

 

 

1.0 

 

Other income, net 

 

(0.1)

 

 

(0.1)

 

 

 —

 

Income before provision for income taxes 

 

11.1 

 

 

10.4 

 

 

9.1 

 

Provision for income taxes 

 

4.2 

 

 

3.9 

 

 

3.3 

 

Net income 

 

6.9 

%

 

6.5 

%

 

5.8 

%

 

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 Consolidated Financial Statements which includes other significant accounting policies.

 

Inventory

 

We evaluate whether inventory is stated at the lower of cost or market 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 or market 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 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.

 

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 invested capital to the book value of our invested capital. 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

19


 

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 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

 

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the following assumptions.  Expected volatilities are based on historical changes in the market price of the Company’s Common Stock.  The expected term of options granted is derived from the terms and conditions of the award, as well as historical exercise behavior, and represents the period of time that options granted are expected to be outstanding.  The risk-free rate is calculated using the implied yield on zero-coupon U.S. Treasury bonds with a remaining maturity equal to the expected term of the awards.  We use historical data to estimate forfeitures.  The dividend yield is based on historical experience and expected future changes.

 

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) is different 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 tax reflected in our Consolidated Financial Statements and tax bases.  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.

 

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.

 

20


 

RESULTS OF OPERATIONS

 

Fiscal 2015 As Compared To Fiscal 2014

 

Sales for fiscal 2015 increased $63.1 million or 7.6% to $894.5 million as compared to $831.4 million in fiscal 2014.  The increase was due to an increase of $78.8 million related to new stores, of which $70.5 million came from the fiscal 2014 and fiscal 2015 acquisitions.  Partially offsetting this was a decrease in comparable store sales of 1.4%.  Additionally, there was a decrease in sales from closed stores amounting to $9.4 million.  There were 361 selling days in both fiscal 2015 and fiscal 2014. 

 

During fiscal 2015, barter sales totaled approximately $5.0 million.  There were no similar transactions in fiscal 2014.

 

During the year, 92 stores were added and 46 were closed, including 34 locations located in BJ’s Wholesale Clubs.  At March 28, 2015, we had 999 Company-operated stores in operation.

 

We believe that the decrease in comparable store sales for fiscal 2015 resulted primarily from continued weak economic conditions. 

 

For the year, comparable store traffic and average ticket were down slightly.  Comparable store tire, maintenance and exhaust sales declined in fiscal 2015.  However, other service categories, including brakes, oil changes, front end/shocks and alignments increased on a comparable store basis as compared to the prior year, demonstrating our belief that needed repairs cannot be deferred indefinitely.

 

Harsh winter weather also negatively impacted sales during the fourth quarter of fiscal 2015, which resulted in stores being closed for periods of time, and consumers reluctant to travel.

 

Gross profit for fiscal 2015 was $353.3 million or 39.5% of sales as compared with $320.0 million or 38.5% of sales for fiscal 2014.  The increase in gross profit for fiscal 2015, as a percentage of sales, is due to a decrease in total material costs as compared to the prior year, particularly in tires. 

 

Labor costs were relatively flat as a percentage of sales as compared to the prior year through focused payroll control.  Labor productivity, as measured by sales per man hour, improved slightly over the prior year

 

Partially offsetting the gross profit improvement was an increase in distribution and occupancy costs as compared to the prior year, in part due to increased warehousing costs related to building inventory ahead of the tariff to lower the impact on overall tire costs.  Additionally, there was margin pressure due to fixed costs against a decrease in comparable store sales.

 

Operating expenses for fiscal 2015 were $243.6 million or 27.2% of sales compared with $224.6 million or 27.0% of sales for fiscal 2014.  The increase as a percentage of sales is due to the decline in comparable store sales, as well as an increase in due diligence costs as compared to the prior year, partially offset by focused cost control.

 

Operating income in fiscal 2015 of $109.8 million increased 15.1% compared to operating income of $95.3 million in fiscal 2014, and increased as a percentage of sales from 11.5% to 12.3% for the reasons described above. 

 

Net interest expense for fiscal 2015 increased by approximately $1.9 million as compared to the prior year, and increased as a percentage of sales from 1.1% to 1.3%.  The weighted average debt outstanding for the year ended March 28, 2015 increased by approximately $46 million from fiscal 2014, primarily related to an increase in debt outstanding under our Revolving Credit Facility to fund the purchase of our acquisitions, as well as increased capital leases related to our fiscal 2014 and fiscal 2015 acquisitions.  Partially offsetting this increase was a decrease in the weighted average interest rate of approximately 10 basis points from the prior year. 

 

Our effective tax rate was 37.8% and 37.1%, respectively, of pre-tax income in fiscal 2015 and 2014.  The difference primarily relates to the accounting for uncertain tax positions which may vary from year to year.

 

Net income for fiscal 2015 increased by $7.3 million, or 13.5%, from $54.5 million in fiscal 2014, to $61.8 million in fiscal 2015, and earnings per diluted share increased by 12.6% from $1.67 to $1.88 due to the factors discussed above.

 

Fiscal 2014 As Compared To Fiscal 2013

 

Sales for fiscal 2014 increased $99.4 million or 13.6% to $831.4 million as compared to $732.0 million in fiscal 2013.  The increase was due to an increase of $110 million related to new stores, of which $107 million came from the fiscal 2013 and fiscal 2014 acquisitions.  Partially offsetting this was a decrease in comparable store sales of .5%.  Additionally, there was a decrease in sales from closed stores amounting to $5.0 millionThere were 361 selling days in both fiscal 2014 and fiscal 2013.

 

During the year, 29 stores were added and 13 were closed.  At March 29, 2014,  we had 953 Company-operated stores in operation.

21


 

 

We believe that the slight decrease in comparable store sales for fiscal 2014 resulted primarily from continued weak economic conditions.  We believe that consumers continue to defer service repairs and tire replacements, especially on higher ticket items. 

 

For the year, comparable store traffic was up slightly while average ticket was down.  On a comparable store basis for the year, the brake, exhaust and shock categories each increased by about 1%, while the tire category declined about 1% as consumers traded down from higher priced tires.  However, tire unit sales increased approximately 1% on a comparable store basis.

 

Harsh winter weather also negatively impacted sales during the fourth quarter of fiscal 2014, which resulted in stores being closed for periods of time, and consumers reluctant to travel.

 

Gross profit for fiscal 2014 was $320.0 million or 38.5% of sales as compared with $278.1 million or 38.0% of sales for fiscal 2013.  The increase in gross profit for fiscal 2014, as a percentage of sales, is due to several factors.  Labor costs decreased as a percentage of sales as compared to the prior year through focused payroll control.  Labor productivity, as measured by sales per man hour, improved over the prior year as well

 

Distribution and occupancy costs decreased as a percentage of sales from the prior year as we leveraged these largely fixed costs with the increase in sales from acquired stores.

 

Total material costs were relatively flat as a percentage of sales as compared to the prior year.  This was due to a shift in mix to the lower margin service and tire categories, the latter due primarily to the acquisition of more tire stores, offset by a meaningful decline in product costs, particularly tires.

 

Operating expenses for fiscal 2014 were $224.6 million or 27.0% of sales compared with $204.4 million or 27.9% of sales for fiscal 2013Excluding the increase in operating expenses related to the stores acquired in fiscal 2014 and fiscal 2013, operating expenses actually decreased by approximately $2.2 million.  This demonstrates that we experienced leverage in this line on a comparable store basis through focused cost control and pay plans which appropriately adjust for performance.

 

Operating income in fiscal 2014 of $95.3 million increased 29.4% compared to operating income of $73.7 million in fiscal 2013, and increased as a percentage of sales from 10.1% to 11.5% for the reasons described above.    

 

Net interest expense for fiscal 2014 increased by approximately $2.3 million as compared to the prior year, and increased as a percentage of sales from 1.0% to 1.1%.  The weighted average debt outstanding for the year ended March 29, 2014 increased by approximately $61 million from fiscal 2013, primarily related to an increase in debt outstanding under our Revolving Credit Facility to fund the purchase of our acquisitions, as well as increased capital leases related to our fiscal 2013 acquisitionsPartially offsetting this increase was a decrease in the weighted average interest rate of approximately 40 basis points from the prior year due to a shift in the percentage of debt (revolver vs. capital leases) outstanding at a lower rate. 

 

Our effective tax rate was 37.1% and 36.3%, respectively, of pre-tax income in fiscal 2014 and 2013.  The difference primarily relates to the accounting for uncertain tax positions which may vary from year to year.

 

Net income for fiscal 2014 increased by $11.9 million, or 27.9%, from $42.6 million in fiscal 2013, to $54.5 million in fiscal 2014, and earnings per diluted share increased by 26.5% from $1.32 to $1.67 due to the factors discussed above.

 

CAPITAL RESOURCES, CONTRACTUAL OBLIGATIONS AND LIQUIDITY

 

Capital Resources

 

Our primary capital requirements for fiscal 2015 were divided among the funding of acquisitions for $84.4 million, as well as the upgrading of facilities and systems and the funding of our store expansion program totaling $34.8 million.  In fiscal 2014, our primary capital requirements were divided among the funding of acquisitions for $27.5 million, as well as the upgrading of facilities and systems, and the funding of our store expansion program totaling $32.2 million.  In both fiscal years 2015 and 2014, capital requirements were primarily met by cash flow from operations and from our revolving credit facility.

 

In fiscal 2016, we intend to open approximately nine new greenfield stores.  Total capital required to open 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 open 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 $16.8 million in fiscal 2015.  In May 2015, Monro’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.15 per common share or common share equivalent beginning with the first quarter of fiscal 2016.

 

22


 

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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Within

 

1 to

 

3 to

 

After

 

 

Total

 

1 Year

 

3 Years

 

5 Years

 

5 Years

 

 

(Dollars in thousands)

Principal payments on long-term debt

 

$

122,543 

 

 

 

 

$

122,543 

 

 

 

 

 

 

Capital lease commitments/financing obligations

 

 

142,053 

 

$

8,908 

 

 

18,799 

 

$

21,767 

 

$

92,579 

Operating lease commitments

 

 

153,147 

 

 

34,836 

 

 

53,324 

 

 

26,877 

 

 

38,110 

Total

 

$

417,743 

 

$

43,744 

 

$

194,666 

 

$

48,644 

 

$

130,689 

 

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

 

Liquidity

 

In June 2011, we entered into a five-year, $175 million Revolving Credit Facility agreement with seven banks (the “Credit Facility”).  The Credit Facility amended and restated, in its entirety, the Credit Facility agreement previously entered into by Monro as of July 2005 and amended from time to time.  The Credit Facility also provided an accordion feature permitting us to request an increase in availability of up to an additional $75 million. 

 

In December 2012, the Credit Facility was amended to include the following: the committed sum was increased by $75 million to $250 million; the term was extended for another one and a half years, such that the Credit Facility now expires in December 2017; and the $75 million accordion feature was maintained. There were no other changes in terms including those related to covenants or interest rates.  There are now six banks participating in the syndication.  There was $122.5 million outstanding under the Credit Facility at March 28, 2015.  We were in compliance with all debt covenants as of March 28, 2015.

 

At March 29, 2014 and March 28, 2015, the interest rate was 125 basis points over LIBOR. 

 

Within the Credit Facility, we have a sub-facility of $40 million for the purpose of issuing standby letters of credit.  The line requires fees aggregating 1.375% annually of the face amount of each standby letter of credit, payable quarterly in arrears.  There was $23.7 million in an outstanding letter of credit at March 28, 2015.

 

The net availability under the Credit Facility at March 28, 2015 was $103.8 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.  The agreement also requires the maintenance of specified interest and rent coverage ratios.

 

In addition, we have financed certain store properties with capital leases/financing obligations, which amount to $142.1 million and are due in installments through 2045.

 

During fiscal 1995, Monro purchased 12.7 acres of land for $.7 million from the City of Rochester, New York, on which its office/warehouse facility is located.  The City had provided financing for 100% of the cost of the land via a 20-year non-amortizing, non-interest bearing mortgage.  The mortgage was paid in full in fiscal 2015.

 

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.

 

FINANCIAL ACCOUNTING STANDARDS

 

See “Recent Accounting Pronouncements” in Note 1 to the consolidated financial statements for a discussion of the impact of recently issued accounting standards on our Consolidated Financial Statements as of March 28, 2015 and for the year then ended, as well as the expected impact on the Consolidated Financial Statements for future periods.

23


 

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 

Monro is exposed to market risk from potential changes in interest rates.  There was no fixed rate debt outstanding at March 28, 2015.  Given a 1% change in LIBOR, our cash flow exposure on floating rate debt interest expense would result in interest expense fluctuating approximately $1.2 million based upon our debt position at fiscal year ended March 28, 2015.

 

Debt financing, including current portion, had a carrying amount and a fair value of $122.5 million as of March 28, 2015, as compared to a carrying amount and a fair value of $106.5 million as of March 29, 2014. 

 

24


 

Item 8. Financial Statements and Supplementary Data

 

 

25


 

Report of Independent Registered Public Accounting Firm

 

 

 

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

 

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Monro Muffler Brake, Inc. and its subsidiary at March 28, 2015 and March 29, 2014, and the results of their operations and their cash flows for each of the three years in the period ended March 28, 2015 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 28, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  The Company's management is responsible for these 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 these financial statements and on the Company's internal control over financial reporting based on our integrated audits.  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  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.

 

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.

 

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

 

PricewaterhouseCoopers LLP

 

Rochester, New York

May 27, 2015

 

 

 

26


 

MONRO MUFFLER BRAKE, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 28,

 

March 29,

 

 

2015

 

2014

 

 

(Dollars in thousands)

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and equivalents

 

$

7,730 

 

$

1,205 

Trade receivables

 

 

2,561 

 

 

2,728 

Federal and state income taxes receivable

 

 

 —

 

 

2,171 

Inventories

 

 

129,727 

 

 

124,920 

Deferred income tax assets

 

 

13,942 

 

 

13,710 

Other current assets

 

 

21,324 

 

 

23,382 

Total current assets

 

 

175,284 

 

 

168,116 

Property, plant and equipment

 

 

592,206 

 

 

531,505 

Less - Accumulated depreciation and amortization

 

 

(265,454)

 

 

(249,622)

Net property, plant and equipment

 

 

326,752 

 

 

281,883 

Goodwill

 

 

349,088 

 

 

270,039 

Intangible assets

 

 

34,555 

 

 

29,371 

Other non-current assets

 

 

11,947 

 

 

10,547 

Long-term deferred income tax assets

 

 

10,168 

 

 

 —

Total assets

 

$

907,794 

 

$

759,956 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

Current liabilities: