10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 10-Q

____________________________________________________________

(Mark One)

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

For the quarterly period ended June 25, 2022

OR

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

For the transition period from _____________ to _____________

Commission File Number: 0-19357

____________________________________________________________

Monro, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________________

New York	16-0838627
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	MNRO	The Nasdaq Stock Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      x  Yes     ¨  No

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

Large accelerated filer x      Accelerated filer  ¨      Non-accelerated filer  ¨     Smaller reporting company  ¨ Emerging growth company  ¨

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

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

As of July 22, 2022, 32,197,220 shares of the registrant's common stock, $0.01 par value per share, were outstanding.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets	3
Consolidated Statements of Income and Comprehensive Income	4
Consolidated Statements of Changes in Shareholders’ Equity	5
Consolidated Statements of Cash Flows	6
Notes to Consolidated Financial Statements	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	24
Item 2. UnregisteredSales of Equity Securities and Use of Proceeds	24
Item 6. Exhibits	25
Signatures	26

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Monro, Inc. Q1 2023 Form 10-Q 2

CONSOLIDATED FINANCIAL STATEMENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets

(thousands, except footnotes) (unaudited)	June 25, 2022		March 26, 2022
Assets
Current assets
Cash and equivalents	$	30,648	$	7,948
Accounts receivable		11,850		14,797
Inventories		128,666		166,271
Other current assets		76,157		56,486
Total current assets		247,321		245,502
Property and equipment, net		307,932		315,193
Finance lease and financing obligation assets, net		253,259		268,406
Operating lease assets, net		209,875		213,588
Goodwill		730,293		776,714
Intangible assets, net		19,087		26,682
Other non-current assets		43,374		20,174
Long-term deferred income tax assets		4,591		5,153
Total assets	$	1,815,732	$	1,871,412
Liabilities and shareholders' equity
Current liabilities
Current portion of finance leases and financing obligations	$	41,213	$	42,092
Current portion of operating lease liabilities		34,624		34,692
Accounts payable		155,948		131,989
Federal and state income taxes payable		15,850		2,921
Accrued payroll, payroll taxes and other payroll benefits		24,344		18,540
Accrued insurance		51,251		49,391
Deferred revenue		14,500		14,153
Other current liabilities		32,084		28,186
Total current liabilities		369,814		321,964
Long-term debt		110,000		176,466
Long-term finance leases and financing obligations		339,775		357,475
Long-term operating lease liabilities		189,973		192,637
Other long-term liabilities		11,330		10,821
Long-term deferred income tax liabilities		24,552		28,560
Long-term income taxes payable		612		583
Total liabilities		1,046,056		1,088,506
Commitments and contingencies - Note 9
Shareholders' equity:
Class C Convertible Preferred stock		29		29
Common stock		399		399
Treasury stock		(125,945)		(108,729)
Additional paid-in capital		245,689		244,577
Accumulated other comprehensive loss		(4,593)		(4,494)
Retained earnings		654,097		651,124
Total shareholders' equity		769,676		782,906
Total liabilities and shareholders' equity	$	1,815,732	$	1,871,412

Class C Convertible Preferred stock Authorized 150,000 shares, $1.50 par value, $0.064 conversion value; 19,664 shares issued and outstanding

Common stock Authorized 65,000,000 shares, $0.01 par value; 39,920,441 shares issued as of June 25, 2022 and 39,906,561 shares issued as of March 26, 2022

Treasury stock 6,773,471 shares as of June 25, 2022 and 6,359,871 shares as of March 26, 2022, at cost

See accompanying Notes to Consolidated Financial Statements.

Monro, Inc. Q1 2023 Form 10-Q 3

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Income and Comprehensive Income

	Three Months Ended
(thousands, except per share data) (unaudited)	June 25, 2022		June 26, 2021
Sales	$	349,535	$	341,818
Cost of sales, including distribution and occupancy costs		227,346		215,887
Gross profit		122,189		125,931
Operating, selling, general and administrative expenses		95,934		98,014
Operating income		26,255		27,917
Interest expense, net of interest income		5,658		6,941
Other income, net		(78)		(44)
Income before income taxes		20,675		21,020
Provision for income taxes		8,191		5,339
Net income	$	12,484	$	15,681
Other comprehensive loss
Changes in pension, net of tax		(99)		(103)
Other comprehensive loss		(99)		(103)
Comprehensive income	$	12,385	$	15,578
Earnings per share
Basic	$	0.37	$	0.46
Diluted	$	0.37	$	0.46
Weighted average common shares outstanding
Basic		33,483		33,498
Diluted		33,986		34,022

See accompanying Notes to Consolidated Financial Statements. 

‎

Monro, Inc. Q1 2023 Form 10-Q 4

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Changes in Shareholders’ Equity

	Class C											Accumulated
	Convertible									Additional		Other
	Preferred Stock			Common Stock			Treasury Stock			Paid-In		Comprehensive		Retained		Total
(thousands) (unaudited)	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Loss		Earnings		Equity
Balance at March 27, 2021	20	$	29	39,848	$	398	6,360	$	(108,729)	$	238,244	$	(4,619)	$	624,361	$	749,684
Net income															15,681		15,681
Other comprehensive loss
Pension liability adjustment													(103)				(103)
Dividends declared
Preferred															(110)		(110)
Common															(8,042)		(8,042)
Dividend payable															(14)		(14)
Stock options and restricted stock				17		1					739						740
Stock-based compensation											755						755
Balance at June 26, 2021	20	$	29	39,865	$	399	6,360	$	(108,729)	$	239,738	$	(4,722)	$	631,876	$	758,591
Balance at March 26, 2022	20	$	29	39,907	$	399	6,360	$	(108,729)	$	244,577	$	(4,494)	$	651,124	$	782,906
Net income															12,484		12,484
Other comprehensive loss
Pension liability adjustment													(99)				(99)
Dividends declared
Preferred															(129)		(129)
Common															(9,337)		(9,337)
Dividend payable															(45)		(45)
Repurchase of stock							413		(17,216)								(17,216)
Stock options and restricted stock				13							(41)						(41)
Stock-based compensation											1,153						1,153
Balance at June 25, 2022	20	$	29	39,920	$	399	6,773	$	(125,945)	$	245,689	$	(4,593)	$	654,097	$	769,676

We declared $0.28 and $0.24 dividends per common share or equivalent for the three months ended June 25, 2022 and June 26, 2021, respectively.

See accompanying Notes to Consolidated Financial Statements.

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Monro, Inc. Q1 2023 Form 10-Q 5

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Statements of Cash Flows

	Three Months Ended
(thousands) (unaudited)	June 25, 2022		June 26, 2021
Operating activities
Net income	$	12,484	$	15,681
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		20,100		20,278
Share-based compensation expense		1,153		755
Loss (gain) on disposal of assets		377		(168)
Gain on divestiture		(2,394)		—
Deferred income tax expense		(3,409)		2,931
Change in operating assets and liabilities (excluding acquisitions)
Accounts receivable		(1,038)		(98)
Inventories		184		(4,110)
Other current assets		(31)		(4,853)
Other non-current assets		9,256		7,950
Accounts payable		23,959		9,000
Accrued expenses		11,626		15,648
Federal and state income taxes payable		12,929		7,759
Other long-term liabilities		(8,020)		(8,114)
Long-term income taxes payable		29		55
Cash provided by operating activities		77,205		62,714
Investing activities
Capital expenditures		(8,213)		(5,199)
Acquisitions, net of cash acquired		(241)		(62,059)
Proceeds from divestiture		56,586		—
Proceeds from the disposal of assets		724		429
Other		—		67
Cash provided by (used for) investing activities		48,856		(66,762)
Financing activities
Proceeds from borrowings		43,909		77,000
Principal payments on long-term debt, finance leases and financing obligations		(120,588)		(78,661)
Repurchase of stock		(17,216)		—
Exercise of stock options		—		779
Dividends paid		(9,466)		(8,152)
Cash used for financing activities		(103,361)		(9,034)
Increase (decrease) in cash and equivalents		22,700		(13,082)
Cash and equivalents at beginning of period		7,948		29,960
Cash and equivalents at end of period	$	30,648	$	16,878
Supplemental information
Leased assets (reduced) obtained in exchange for (reduced) new finance lease liabilities	$	(989)	$	6,599
Leased assets obtained in exchange for new operating lease liabilities	$	7,878	$	1,382

See accompanying Notes to Consolidated Financial Statements.

Monro, Inc. Q1 2023 Form 10-Q 6

INDEX TO NOTES

Notes to Consolidated Financial Statements (unaudited)
Note 1 Description of Business and Basis of Presentation	8
Note 2 Acquisitions and Divestitures	9
Note 3 Earnings per Common Share	11
Note 4 Income Taxes	11
Note 5 Fair Value	11
Note 6 Cash Dividend	11
Note 7 Revenues	12
Note 8 Long-term Debt	12
Note 9 Commitments and Contingencies	13
Note 10 Share Repurchase	14

Monro, Inc. Q1 2023 Form 10-Q 7

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

Note 1 – Description of Business and Basis of Presentation

Description of business

Monro, Inc. and its direct and indirect subsidiaries (together, “Monro”, the “Company”, “we”, “us”, or “our”), are engaged principally in providing automotive undercar repair and tire replacement sales and tire related services in the United States. Monro had 1,303 Company-operated retail stores located in 32 states and 80 franchised locations as of June 25, 2022.

A certain number of our retail locations also service commercial customers. Our locations that serve commercial customers generally operate consistently with our other retail locations, except that the sales mix for these locations includes a higher number of commercial tires.

Monro’s operations are organized and managed as one single segment designed to offer to our customers replacement tires and tire related services, automotive undercar repair services as well as a broad range of routine maintenance services, primarily on passenger cars, light trucks and vans. We also provide other products and services for brakes; mufflers and exhaust systems; and steering, drive train, suspension and wheel alignment.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. While these statements reflect all adjustments (consisting of items of a normal recurring nature) that are, in the opinion of management, necessary for a fair statement of the results of the interim period, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“U.S. GAAP”) for complete financial statement presentation. The consolidated financial statements should be read in conjunction with the financial statement disclosures in our Form 10-K for the fiscal year ended March 26, 2022.

We use the same significant accounting policies in preparing quarterly and annual financial statements. For a description of our significant accounting policies followed in the preparation of the financial statements, see Note 1 of our Form 10-K for the fiscal year ended March 26, 2022.

Due to the seasonal nature of our business, quarterly operating results and cash flows are not necessarily indicative of the results that may be expected for other interim periods or the full year.

Fiscal year

We operate on a 52/53 week fiscal year ending on the last Saturday in March. Fiscal years 2023 and 2022 each contain 52 weeks. Unless specifically indicated otherwise, any references to “2023” or “fiscal 2023” and “2022” or “fiscal 2022” relate to the years ending March 25, 2023 and March 26, 2022, respectively.

Recent accounting pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance which requires an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination as if they entered into the original contract at the same time and same date as the acquiree. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact of adopting this guidance.

Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification) and the SEC did not or are not expected to have a material effect on our consolidated financial statements.

Working capital management

As part of our ongoing efforts to manage our working capital and improve our cash flow, we work with suppliers to optimize our purchasing terms and conditions, including extending payment terms. We also facilitate a voluntary supply chain financing program to provide some of our suppliers with the opportunity to sell receivables due from us (our accounts payable) to a participating financial institution at the sole discretion of both the supplier and the financial institution. Should a supplier choose to participate in the program, it will receive payment from the financial institution in advance of agreed payment terms; our responsibility is limited to

Monro, Inc. Q1 2023 Form 10-Q 8

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

making payments to the respective financial institution on the terms originally negotiated with our supplier. We have concluded that the program is a trade payable program and not indicative of a borrowing arrangement.

Supplemental information

Property and equipment, net: Property and equipment balances are shown on the Consolidated Balance Sheets net of accumulated depreciation of $411.8 million and $414.2 million as of June 25, 2022 and March 26, 2022, respectively.

Note 2 – Acquisitions and Divestitures

Acquisitions

Monro’s acquisitions are strategic moves in our plan to fill in and expand our presence in our existing and contiguous markets, expand into new markets and leverage fixed operating costs such as advertising and administration. Acquisitions in this note generally include acquisitions of five or more locations as well as acquisitions of one to four locations that are part of our greenfield store growth strategy.

2022

On April 25, 2021, we acquired 30 retail tire and automotive repair stores located in California from Mountain View Tire & Service, Inc. These stores operate under the Mountain View Tire & Service name. The acquisition was financed through our Credit Facility, as defined in Note 8. The results of operations for this acquisition are included in our financial results from the acquisition date.

The acquisition resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining the business with ours, as well as unidentifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes.

We expensed all costs related to the acquisition in the three months ended June 26, 2021. The total costs related to the completed acquisition were $0.3 million and these costs are included in the Consolidated Statements of Income and Comprehensive Income primarily under operating, selling, general and administrative (“OSG&A”) expenses.

Sales related to the completed acquisition totaled $7.9 million for the period from acquisition date through June 26, 2021.

Supplemental pro forma information for the current or prior reporting periods has not been presented due to the impracticability of obtaining detailed, accurate or reliable data for the periods the acquired entities were not owned by Monro.

We accounted for the 2022 acquisition as a business combination using the acquisition method of accounting and we finalized the purchase accounting related to the 2022 acquisition during 2023. As a result of the updated purchase price allocation for the 2022 acquisition, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments resulted from updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The measurement period adjustments were not material to the Consolidated Balance Sheet as of June 25, 2022 and the Consolidated Statement of Income and Comprehensive Income for the three months ended June 25, 2022.

The acquired assets and liabilities assumed were recorded at their assigned acquisition-date fair values and were consolidated with those of the Company as of the acquisition date. The consideration transferred and net liabilities assumed were recorded as goodwill.

Monro, Inc. Q1 2023 Form 10-Q 9

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

2022 Acquisition-date Fair Values Assigned
(thousands)
Inventory	$	937
Other current assets		217
Property and equipment		2,939
Finance lease and financing obligation assets		15,758
Operating lease assets		17,545
Intangible assets		2,211
Other non-current assets		63
Long-term deferred income tax assets		4,001
Total assets acquired		43,671
Current portion of finance leases and financing obligations		1,447
Current portion of operating lease liabilities		1,698
Deferred revenue		955
Other current liabilities		208
Long-term finance leases and financing obligations		21,957
Long-term operating lease liabilities		22,447
Other long-term liabilities		754
Total liabilities assumed		49,466
Total net identifiable liabilities assumed	$	(5,795)
Total consideration transferred	$	62,127
Less: total net identifiable liabilities assumed		(5,795)
Goodwill	$	67,922

The total consideration of $62.1 million is comprised of $61.0 million in cash and $1.1 million which is due upon finalization of certain lease assignment terms for one store location.

We recorded $2.2 million amortizable intangible assets, including a customer list and a trade name, with a weighted-average amortizable period of approximately eight years. We have recorded acquired right-of-use assets at the present value of remaining lease payments adjusted to reflect favorable or unfavorable market terms of the lease.

We continue to refine the valuation data and estimates primarily related to inventory, warranty reserves, intangible assets, real property leases, and certain liabilities for the 2022 acquisitions that closed subsequent to June 26, 2021 and expect to complete the valuations no later than the first anniversary date of the acquisition. We anticipate that adjustments will continue to be made to the fair values of identifiable assets acquired and liabilities assumed, and those adjustments may or may not be material.

Divestitures

On June 17, 2022, we completed the divestiture of assets relating to our wholesale tire operations (seven locations) and internal tire distribution operations to American Tire Distributors, Inc. (“ATD”). We received $62 million from ATD at the closing of the transaction, of which $5 million is currently being held in escrow. The remaining $40 million (“Earnout”) of the total consideration of $102 million will be paid quarterly over approximately two years based on our tire purchases from or through ATD pursuant to a distribution and fulfillment agreement with ATD. Under the distribution agreement, ATD agreed to supply and sell tires to retail locations we own. After ATD satisfies the Earnout payments, our company-owned retail stores will be required to purchase at least 90 percent of their forecasted requirements for certain passenger car tires, light truck replacement tires, and medium truck tires from or through ATD. Any tires that ATD is unable to supply or fulfill from those categories will be excluded from the calculation of our requirements for tires. The initial term of the distribution agreement is five years after the completion of the Earnout Period, with automatic 12-month renewal periods thereafter. The divestiture enables us to focus our resources on our core retail business operations. In connection with this transaction, we recognized a pre-tax gain of $2.4 million within OSG&A expenses. We also expensed $1.2 million of closing costs and costs associated with the closing of a related warehouse within OSG&A expenses. The divestiture did not meet the criteria to be reported as discontinued operations in our consolidated financial statements as our decision to divest this business did not represent a strategic shift that will have a major effect on our operations and financial results. For additional information regarding discrete tax impacts because of the divestiture, see Note 4.

Monro, Inc. Q1 2023 Form 10-Q 10

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

Note 3 – Earnings per Common Share

Basic earnings per common share amounts are calculated by dividing income available to common shareholders, after deducting preferred stock dividends, by the weighted average number of shares of common stock outstanding. Diluted earnings per common share amounts are calculated by dividing net income by the weighted average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities.

Earnings per Common Share	Three Months Ended
(thousands, except per share data)	June 25, 2022		June 26, 2021
Numerator for earnings per common share calculation:
Net income	$	12,484	$	15,681
Less: Preferred stock dividends		(129)		(110)
Income available to common shareholders	$	12,355	$	15,571
Denominator for earnings per common share calculation:
Weighted average common shares - basic		33,483		33,498
Effect of dilutive securities:
Preferred stock		460		460
Stock based awards		43		64
Weighted average common shares - diluted		33,986		34,022
Basic earnings per common share	$	0.37	$	0.46
Diluted earnings per common share	$	0.37	$	0.46

Weighted average common share equivalents that have an anti-dilutive impact are excluded from the computation of diluted earnings per share. 

Note 4 – Income Taxes

For the three months ended June 25, 2022, our effective income tax rate was 39.6 percent, compared to 25.4 percent for the three months ended June 26, 2021. Our effective income tax rate for the three months ended June 25, 2022 was higher by 12.8 percent because of discrete tax impacts from the divestiture of assets relating to our wholesale tire operations and internal tire distribution operations as well as the revaluation of deferred tax balances due to changes in the mix of pre-tax income in various U.S. state jurisdictions because of the divestiture. Our effective income tax rate for the three months ended June 25, 2022 was also higher by 0.8 percent due to the discrete tax impact related to share-based awards.

Note 5 – Fair Value

Long-term debt had a carrying amount that approximates a fair value of $110.0 million as of June 25, 2022, as compared to a carrying amount and a fair value of $176.5 million as of March 26, 2022. The carrying value of our debt approximated its fair value due to the variable interest nature of the debt.

Note 6 – Cash Dividend

We paid dividends of $9.5 million during the three months ended June 25, 2022. The declaration and payment of future dividends will be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with charter and Credit Facility restrictions, and such other factors as the Board of Directors deems relevant. Under our Credit Facility, there are no restrictions on our ability to declare dividends as long as we are in compliance with the covenants in the Credit Facility. For additional information regarding our Credit Facility, see Note 8.

Monro, Inc. Q1 2023 Form 10-Q 11

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

Note 7 – Revenues

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

Revenue from automotive undercar repair, tire replacement sales and tire related services is recognized at the time the customers take possession of their vehicle or merchandise. For sales to certain customers that are financed through the offering of credit on account, payment terms are established for customers based on our pre-established credit requirements. Payment terms may vary depending on the customer and generally are 30 days. Based on the nature of receivables, no significant financing components exist. Sales are recorded net of discounts, sales incentives and rebates, sales taxes and estimated returns and allowances. We estimate the reduction to sales and cost of sales for returns based on current sales levels and our historical return experience. Such amounts are immaterial to our consolidated financial statements.

Revenues	Three Months Ended
(thousands)	June 25, 2022		June 26, 2021
Tires (a)	$	173,064	$	176,229
Maintenance		90,292		84,459
Brakes		49,155		45,975
Steering		29,981		28,266
Exhaust		6,275		5,789
Other		768		1,100
Total	$	349,535	$	341,818

(a) Includes the sale of tire road hazard warranty agreements and tire delivery commissions.

Revenue from the sale of tire road hazard warranty agreements is initially deferred and is recognized over the contract period as costs are expected to be incurred in performing such services, typically 21 to 36 months. The deferred revenue balances at June 25, 2022 and March 26, 2022 were $21.1 million and $20.6 million, respectively, of which $14.5 million and $14.2 million, respectively, are reported in Deferred revenue and $6.6 million and $6.4 million, respectively, are reported in Other long-term liabilities in our Consolidated Balance Sheets.

Changes in Deferred Revenue
(thousands)
Balance at March 26, 2022	$	20,632
Deferral of revenue		5,665
Recognition of revenue		(5,184)
Balance at June 25, 2022	$	21,113

As of June 25, 2022, we expect to recognize $12.0 million of deferred revenue related to road hazard warranty agreements in the remainder of fiscal 2023, $7.2 million of deferred revenue during our fiscal year ending March 31, 2024, and $1.9 million of deferred revenue thereafter.

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

Note 8 – Long-term Debt

In April 2019, we entered into a new five year $600 million revolving credit facility agreement with eight banks (the “Credit Facility”). Interest only is payable monthly throughout the Credit Facility’s term. The borrowing capacity for the Credit Facility of $600 million includes an accordion feature permitting us to request an increase in availability of up to an additional $250 million. The Credit Facility initially bore interest at 75 to 200 basis points over the London Interbank Offered Rate (“LIBOR”) (or replacement index) or at the prime rate, depending on the type of borrowing and the rates then in effect.

On June 11, 2020, we entered into a First Amendment to the Credit Facility (the “First Amendment”), which, among other things, amended the terms of certain of the financial and restrictive covenants in the credit agreement through the first quarter of fiscal 2022 to provide us with additional flexibility to operate our business. The First Amendment amended the interest rate charged on borrowings to be based on the greater of adjusted one-month LIBOR or 0.75 percent. For the period from June 30, 2020 to June 30, 2021, the minimum interest rate spread charged on borrowings was 225 basis points over LIBOR. Additionally, during the same

Monro, Inc. Q1 2023 Form 10-Q 12

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

period, we were permitted to declare, make or pay any dividend or distribution up to $38.5 million in the aggregate and the acquisition of stores or other businesses up to $100 million in the aggregate were permitted if we were in compliance with the financial covenants and other restrictions in the First Amendment and Credit Facility. As of July 1, 2021, the ability of our Board of Directors to declare, make or pay any dividend or distribution and our ability to acquire stores or other businesses is no longer restricted by the terms of the Credit Facility, as amended by the First Amendment. The Credit Facility requires fees payable quarterly throughout the term between 0.125 percent and 0.35 percent of the amount of the average net availability under the Credit Facility during the preceding quarter.

On October 5, 2021, we entered into a Second Amendment to the Credit Facility (the “Second Amendment”). The Second Amendment, which among other things, amends certain of the financial terms in the Credit Agreement, as amended by the First Amendment. Specifically, the First Amendment had amended the interest rate charged on borrowings to be based on the greater of adjusted one-month LIBOR or 0.75 percent. The Second Amendment amended the interest rate to be based on the greater of adjusted one-month LIBOR or 0.00 percent. In addition, the Second Amendment updated certain provisions regarding a successor interest rate to LIBOR. Except as amended by the First Amendment and Second Amendment, the remaining terms of the credit agreement remain in full force and effect.

Within the Credit Facility, we have a sub-facility of $80 million available for the purpose of issuing standby letters of credit. The sub-facility requires fees aggregating 87.5 to 212.5 basis points annually of the face amount of each standby letter of credit, payable quarterly in arrears. There was a $29.6 million outstanding letter of credit at June 25, 2022.

There was $110.0 million outstanding and $460.4 million available under the Credit Facility at June 25, 2022.

We were in compliance with all debt covenants at June 25, 2022.

Note 9 – Commitments and Contingencies

Commitments

Commitments Due by Period				Within		2 to		4 to		After
(thousands)		Total		1 Year		3 Years		5 Years		5 Years
Principal payments on long-term debt	$	110,000			$	110,000
Finance lease commitments/financing obligations (a)		475,700	$	57,188		108,474	$	98,145	$	211,893
Operating lease commitments (a)		257,953		40,764		74,930		60,267		81,992
Accrued rent		764		674		34		25		31
Other liabilities		92		92		—		—		—
Total	$	844,509	$	98,718	$	293,438	$	158,437	$	293,916

(a)Finance and operating lease commitments represent future undiscounted lease payments and include $98.5 million and $63.6 million, respectively, related to options to extend lease terms that are reasonably certain of being exercised.

Contingencies

We are currently a party to various claims and legal proceedings incidental to the conduct of our business. If management believes that a loss arising from any of these matters is probable and can reasonably be estimated, we will record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Litigation is subject to inherent uncertainties, and unfavorable rulings could occur and may include monetary damages. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which any such ruling occurs, or in future periods.

Monro, Inc. Q1 2023 Form 10-Q 13

CONSOLIDATED FINANCIAL STATEMENTS

NOTES

Note 10 – Share Repurchase

On May 19, 2022, our Board of Directors authorized a share repurchase program for the repurchase of up to $150 million of shares of our common stock. The Board of Directors did not specify a date upon which the authorization will expire. Shares repurchased under this authorization will become treasury shares.

We periodically repurchased shares of our common stock under the repurchase program through open market transactions.

Share Repurchase Activity	Three Months Ended
(thousands, except per share data)	June 25, 2022
Number of shares purchased		413.6
Average price paid per share	$	41.60
Total repurchased	$	17,216

Monro, Inc. Q1 2023 Form 10-Q 14

MANAGEMENT’S DISCUSSION AND ANALYSIS

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Recent Developments

On June 17, 2022, we completed the sale of assets relating to our wholesale tire operations (seven locations) and internal tire distribution operations to American Tire Distributors, Inc. (“ATD”). We expect to receive total consideration of $102 million, consisting of $62 million paid by ATD at closing, of which $5 million is currently being held in escrow, and the remaining $40 million will be paid quarterly over approximately two years based on our tire purchases from or through ATD pursuant to a distribution and fulfillment agreement. For details regarding the sale, see Note 2 to our consolidated financial statements.

Financial Summary

First quarter 2023 included the following notable items:

Diluted earnings per common share (“EPS”) were $0.37.

Adjusted diluted EPS, a non-GAAP measure, were $0.42.

Sales increased 2.3 percent, driven primarily by an increase in new store sales.

Comparable store sales increased 0.4 percent from the comparable prior-year period, primarily due to an increase in comparable store sales at our retail locations of 2.8 percent driven by a 15 percent comparable store sales increase in approximately 300 of our small or underperforming locations.

Operating income of $26.3 million was 6.0 percent lower than the comparable prior-year period, driven primarily by a decrease in gross profit.

Net income was $12.5 million.

Adjusted net income, a non-GAAP measure, was $14.3 million.

Earnings Per Common Share	Three Months Ended
	June 25, 2022		June 26, 2021		Change
Diluted EPS	$	0.37	$	0.46	(19.6)	%
Adjustments		0.05		0.09
Adjusted diluted EPS	$	0.42	$	0.55	(23.6)	%

Adjusted net income and adjusted diluted EPS, each of which is a measure not derived in accordance with U.S. GAAP, exclude the impact of certain items. Management believes that adjusted net income and adjusted diluted EPS are useful in providing period-to-period comparisons of the results of our operations by excluding certain non-recurring items and items related to store closings as well as Monro.Forward or acquisition initiatives. Reconciliations of these non-GAAP financial measures to GAAP measures are provided beginning on page 18 under “Non-GAAP Financial Measures.”

We define comparable store sales as sales for locations that have been opened or owned at least one full fiscal year. We believe this period is generally required for new store sales levels to begin to normalize. Management uses comparable store sales to assess the operating performance of the Company’s stores and believes the metric is useful to investors because our overall results are dependent upon the results of our stores. Comparable sales measures vary across the retail industry. Therefore, our comparable store sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

Analysis of Results of Operations

Summary of Operating Income	Three Months Ended
(thousands)	June 25, 2022		June 26, 2021		Change
Sales	$	349,535	$	341,818	2.3	%
Cost of sales, including distribution and occupancy costs		227,346		215,887	5.3
Gross profit		122,189		125,931	(3.0)
Operating, selling, general and administrative expenses		95,934		98,014	(2.1)
Operating income	$	26,255	$	27,917	(6.0)	%

Sales

Sales include automotive undercar repair, tire replacement and tire related service sales, net of discounts, returns, etc., and revenue from the sale of warranty agreements and commissions earned from the delivery of tires. See Note 7 to our consolidated financial statements for further information. We use comparable store sales to evaluate the performance of our existing stores by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. There were 90 selling days in the three months ended June 25, 2022 and in the three months ended June 26, 2021.

Monro, Inc. Q1 2023 Form 10-Q 15

MANAGEMENT’S DISCUSSION AND ANALYSIS

Sales growth – from both comparable store sales and new stores – represents an important driver of our long-term profitability. We expect that comparable store sales growth will significantly impact our total sales growth. We believe that our ability to successfully differentiate our customers’, often referred to as “guests”, experience through a careful combination of merchandise assortment, price, convenience, and other factors will, over the long-term, drive both increasing guest traffic and the average ticket amount spent.

Sales	Three Months Ended
(thousands)	June 25, 2022			June 26, 2021
Sales	$	349,535		$	341,818
Dollar change compared to prior year	$	7,717
Percentage change compared to prior year		2.3	%

The sales increase was primarily due to an increase in sales from new stores. Additionally, there was an increase in comparable store sales from an increase in average ticket amount. Partially offsetting these increases was a decrease in sales from closed stores. The following table shows the primary drivers of the change in sales between the three months ended June 25, 2022 and the three months ended June 26, 2021.

Sales Percentage Change	Three Months Ended
		June 25, 2022
Sales change		2.3	%
Primary drivers of change in sales
New store sales (a)		3.3	%
Comparable store sales (b)		0.4	%
Closed store sales (c)		(1.3)	%

(a)Sales from the 2022 acquisitions represent the change between the three months ended June 25, 2022 and the three months ended June 26, 2021.

(b)Comparable store sales at our retail locations increased by 2.8 percent, driven by a 15 percent comparable store sales increase in approximately 300 small or underperforming retail locations.

(c)Sales from the wholesale locations sold to ATD primarily represent the change between the three months ended June 25, 2022 and the three months ended June 26, 2021.

Broad-based inflationary pressures impacting consumers, including higher fuel prices and the negative impact on miles driven, partly led to lower demand during the three months ended June 25, 2022. We expect the inflationary environment to continue to impact our customers throughout the remainder of 2023.

Comparable Store Product Category Sales Change	Three Months Ended
	June 25, 2022		June 26, 2021
Tires (a)	(0)	%	25	%
Maintenance service	1	%	42	%
Brakes	2	%	57	%
Alignment	(2)	%	54	%
Front end/shocks	5	%	40	%
Exhaust	5	%	35	%

(a)Comparable store tire sales increased five percent at our retail locations.

For the three months ended June 26, 2021, the comparable store sales increase across all product categories reflect higher traffic and higher average ticket sales compared to the prior period in which the coronavirus (“COVID-19”) pandemic had a more volatile impact on demand.

Sales by Product Category	Three Months Ended
	June 25, 2022		June 26, 2021
Tires	50	%	52	%
Maintenance service	26		25
Brakes	14		14
Steering (a)	9		8
Exhaust	1		1
Total	100	%	100	%

(a)Steering product category includes front end/shocks and alignment product category sales.

Monro, Inc. Q1 2023 Form 10-Q 16

MANAGEMENT’S DISCUSSION AND ANALYSIS

Change in Number of Company-Operated Retail Stores	Three Months Ended
	June 25, 2022	June 26, 2021
Beginning store count	1,304	1,263
Opened (a)	3	30
Closed	(4)	(2)
Ending store count	1,303	1,291

(a) The stores opened in the three months ended June 26, 2021 relate to stores acquired from the 2022 acquisition.

Cost of Sales and Gross Profit

Gross Profit	Three Months Ended
(thousands)	June 25, 2022			June 26, 2021
Gross profit	$	122,189		$	125,931
Percentage of sales		35.0	%		36.8	%
Dollar change compared to prior year	$	(3,742)
Percentage change compared to prior year		(3.0)	%

The decrease in gross profit, as a percentage of sales, of 180 basis points (“bps”) from the comparable prior-year period was primarily due to an increase in technician labor costs, which increased as a percentage of sales, as we made an incremental investment in technician labor costs to support current and future sales growth. We do not expect further significant incremental investment in technician headcount. The decrease in gross profit, as a percentage of sales, was also partially due to an increase in distribution and occupancy costs, as a percentage of sales, as we lost leverage on these largely fixed costs with lower overall comparable store sales growth. Partially offsetting these increases was a decrease in material costs, as a percentage of sales, as a result of higher selling prices and a shift in sales mix from tires to our higher margin service categories.

Gross Profit as a Percentage of Sales Change	Three Months Ended
		June 25, 2022
Gross profit change		(180)	bps
Primary drivers of change in gross profit as a percentage of sales
Technician labor costs		(200)	bps
Distribution and occupancy costs		(60)	bps
Material costs		70	bps

OSG&A Expenses

OSG&A Expenses	Three Months Ended
(thousands)	June 25, 2022			June 26, 2021
OSG&A Expenses	$	95,934		$	98,014
Percentage of sales		27.4	%		28.7	%
Dollar change compared to prior year	$	(2,080)
Percentage change compared to prior year		(2.1)	%

The decrease of $2.1 million in OSG&A expenses for the three months ended June 25, 2022 from the comparable prior-year period is primarily due to a decrease in litigation settlement costs. The decrease in OSG&A expenses for the three months ended June 25, 2022 was also due to the gain on the sale of our wholesale tire and tire distribution assets, net of closing costs and costs associated with the closing of a related warehouse, as well as lower expenses from nine stores closed compared to the comparable prior-year period. Partially offsetting these decreases were increased expenses from 21 new stores and a full three months of expenses from stores acquired during the three months ended June 26, 2021. Additionally, during the three months ended June 25, 2022, OSG&A expenses from comparable stores increased from the comparable prior-year period. However, we gained leverage with higher overall comparable store sales, which resulted in the decrease in OSG&A expenses, as a percentage of sales, from the prior year, on a comparable store basis.

Monro, Inc. Q1 2023 Form 10-Q 17

MANAGEMENT’S DISCUSSION AND ANALYSIS

OSG&A Expenses Change	Three Months Ended
(thousands)		June 25, 2022
OSG&A expenses change		$	(2,080)
Drivers of change in OSG&A expenses
Decrease in litigation settlement costs		$	(3,920)
Decrease from gain on sale of wholesale tire and tire distribution assets, net		$	(1,180)
Decrease from closed stores		$	(512)
Increase from new stores		$	3,187
Increase from comparable stores		$	345

Other Performance Factors

Net Interest Expense

Net interest expense of $5.7 million for the three months ended June 25, 2022 decreased $1.3 million as compared to the prior year period, and decreased as a percentage of sales from 2.0 percent to 1.6 percent. Weighted average debt outstanding for the three months ended June 25, 2022 decreased by approximately $56 million as compared to the three months ended June 26, 2021. This decrease is primarily related to a decrease in debt outstanding under the Credit Facility. The weighted average interest rate decreased approximately 50 basis points from the prior year quarter due primarily to a decrease in Credit Facility borrowing rates.

Provision for Income Taxes

Our effective income tax rate for the three months ended June 25, 2022, was 39.6 percent compared with 25.4 percent in the comparable prior-year period. Our effective income tax rate for the three months ended June 25, 2022 was higher by 12.8 percent because of discrete tax impacts from the sale of assets relating to our wholesale tire operations and internal tire distribution operations as well as the revaluation of deferred tax balances due to changes in the mix of pre-tax income in various U.S. state jurisdictions because of the sale. Our effective income tax rate for the three months ended June 25, 2022 was also higher by 0.8 percent due to the discrete tax impact related to share-based awards.

Non-GAAP Financial Measures

In addition to reporting net income and diluted EPS, which are GAAP measures, this Form 10-Q includes adjusted net income and adjusted diluted EPS, which are non-GAAP financial measures. We have included reconciliations to adjusted net income and adjusted diluted EPS from our most directly comparable GAAP measures, net income and diluted EPS, below. Management views these non-GAAP financial measures as indicators to better assess comparability between periods because management believes these non-GAAP financial measures reflect our core business operations while excluding certain non-recurring items and items related to store closings as well as Monro.Forward or acquisition initiatives.

These non-GAAP financial measures are not intended to represent, and should not be considered more meaningful than, or as an alternative to, their most directly comparable GAAP measures. These non-GAAP financial measures may be different from similarly titled non-GAAP financial measures used by other companies.

Adjusted net income is summarized as follows:

Reconciliation of Adjusted Net Income	Three Months Ended
(thousands)	June 25, 2022		June 26, 2021
Net income	$	12,484	$	15,681
Gain on sale of wholesale tire and tire distribution assets, net (a)		(1,180)		—
Store closing costs		(4)		(272)
Monro.Forward initiative costs		23		103
Acquisition due diligence and integration costs		(10)		310
Management transition costs		—		59
Litigation settlement costs		—		3,920
Provision for income taxes on pre-tax adjustments		293		(997)
Certain discrete tax items (b)		2,644		—
Adjusted net income	$	14,250	$	18,804

(a)Amount includes gain on sale, net of closing costs and costs associated with the closing of a related warehouse.

(b)Certain discrete items related to the sale of our wholesale tire and tire distribution assets as well as the revaluation of deferred tax balances due to changes in the mix of pre-tax income in various U.S. state jurisdictions because of the sale.

Monro, Inc. Q1 2023 Form 10-Q 18

MANAGEMENT’S DISCUSSION AND ANALYSIS

In the Reconciliation of Adjusted Net Income, we determined the Provision for income taxes on pre-tax adjustments by calculating our estimated annual effective income tax rate on pre-tax income before giving effect to any discrete tax items and applying it to the pre-tax adjustments.

Adjusted diluted EPS is summarized as follows:

Reconciliation of Adjusted Diluted EPS	Three Months Ended
	June 25, 2022		June 26, 2021
Diluted EPS	$	0.37	$	0.46
Gain on sale of wholesale tire and tire distribution assets, net		(0.03)		—
Store closing costs (c)		0.00		(0.01)
Monro.Forward initiative costs (c)		0.00		0.00
Acquisition due diligence and integration costs (c)		(0.00)		0.01
Management transition costs (c)		—		0.00
Litigation settlement costs		—		0.09
Certain discrete tax items		0.08		—
Adjusted diluted EPS	$	0.42	$	0.55

(c)Amounts, in the periods presented, may be too minor in amount, net of the impact from income taxes, to have an impact on the calculation of adjusted diluted EPS.

The pre-tax adjustments to diluted EPS reflect estimated annual effective income tax rates on pre-tax income before giving effect to discrete items of 25.0 percent and 24.2 percent for the three months ended June 25, 2022 and June 26, 2021, respectively. See the pre-tax adjustments from the Reconciliation of Adjusted Net Income table above for pre-tax amounts.

Analysis of Financial Condition

Liquidity and Capital Resources

Capital Allocation

We expect to continue to generate positive operating cash flow as we have done in the last three fiscal years. The cash we generate from our operations will allow us to continue to support business operations as well as invest in attractive acquisition opportunities intended to drive long-term sustainable growth, pay down debt, return cash to our shareholders through our dividend program and repurchase shares of our common stock under our common stock repurchase program.

In addition, because we believe a large portion of our future expenditures will be to fund our growth, through acquisition of retail stores and/or opening greenfield stores, we continually evaluate our cash needs and may decide it is best to fund the growth of our business through borrowings on our Credit Facility. Conversely, we may also periodically determine that it is in our best interests to voluntarily repay certain indebtedness early.

Material Cash Requirements

We currently expect our capital expenditures to support our projects, including upgrading our facilities and systems, to be $40 million to $50 million in the aggregate in 2023. Additionally, we have contractual finance lease and operating lease commitments with landlords through October 2040 for $571.6 million in lease payments, of which $97.2 million is due within one year. For details regarding these lease commitments, see Note 9 to our consolidated financial statements.

As of June 25, 2022, we had $110.0 million outstanding under the Credit Facility, none of which is due in the succeeding 12 months. For details regarding our indebtedness that is due, see Note 8 to our consolidated financial statements.

We paid cash dividends totaling $9.5 million ($0.28 per share) during the three months ended June 25, 2022. For details regarding our cash dividend, see Note 6 to our consolidated financial statements.

We returned $17.2 million to shareholders through share repurchases during the three months ended June 25, 2022. For details regarding our share repurchase program, see Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” of this report and Note 10 to our consolidated financial statements.

Working Capital Management

We work with suppliers to optimize payment terms and conditions on accounts payable to enhance timing of working capital and cash flows. As part of these efforts, we facilitate a voluntary supply chain finance program to provide suppliers with the opportunity to sell

Monro, Inc. Q1 2023 Form 10-Q 19

MANAGEMENT’S DISCUSSION AND ANALYSIS

receivables due from Monro to a participating financial institution. For details regarding our supply chain finance program, see Note 1 to our consolidated financial statements.

Sources and Conditions of Liquidity

Our sources to fund our material cash requirements are predominantly cash from operations, availability under our Credit Facility, and cash and equivalents on hand. 

As of June 25, 2022, we had $30.6 million of cash and equivalents. In addition, we had $460.4 million available under the Credit Facility as of June 25, 2022.

We believe that our current sources of funds will provide us with adequate liquidity during the 12-month period following June 25, 2022, as well as in the long-term.

Summary of Cash Flows

The following table presents a summary of our cash flows from operating, investing and financing activities.

Summary of Cash Flows	Three Months Ended
(thousands)	June 25, 2022		June 26, 2021
Cash provided by operating activities	$	77,205	$	62,714
Cash provided by (used for) investing activities		48,856		(66,762)
Cash used for financing activities		(103,361)		(9,034)
Increase (decrease) in cash and equivalents		22,700		(13,082)
Cash and equivalents at beginning of period		7,948		29,960
Cash and equivalents at end of period	$	30,648	$	16,878

Cash provided by operating activities

For the three months ended June 25, 2022, cash provided by operating activities was $77.2 million, which consisted of net income of $12.5 million, adjusted by non-cash charges of $15.8 million and by a change in operating assets and liabilities of $48.9 million. The non-cash charges were largely driven by $20.1 million of depreciation and amortization, partially offset by deferred income taxes of $3.4 million. The change in operating assets and liabilities was primarily due to accounts payable and accrued liabilities, net of vendor rebate receivables, being a source of cash of $33.7 million driven by timing of payments as well as our supply chain finance program being a source of cash as we improved our cash flow by $16.2 million.

For the three months ended June 26, 2021 cash provided by operating activities was $62.7 million, which consisted of net income of $15.7 million, adjusted by non-cash charges of $23.8 million and by a change in operating assets and liabilities of $23.2 million. The non-cash charges were largely driven by $20.3 million of depreciation and amortization. The change in operating assets and liabilities was primarily due to accounts payable and accrued liabilities, net of vendor rebate receivables, being a source of cash of $19.8 million driven by timing of payments, as well as our federal and state income taxes receivable being a source of cash of $7.8 million due largely to an income tax refund that was received. These sources of cash were partially offset by our inventory balance being a use of cash of $4.1 million due to increased inventory purchases to meet higher demand.

Cash provided by / used for investing activities

For the three months ended June 25, 2022, cash provided by investing activities was $48.9 million. This was primarily due to cash from the sale of our wholesale tire and tire distribution assets for $56.6 million, partially offset by cash used for capital expenditures, including property and equipment, of $8.2 million.

For the three months ended June 26, 2021 cash used for investing activities was $66.8 million. This was primarily due to cash used for acquisitions and capital expenditures, including property and equipment, of $62.1 million and $5.2 million, respectively. Included in the $62.1 million used for acquisitions was $0.8 million paid to the seller of the 2021 acquisition as the lease assignment for one store location was finalized during the period.

Cash used for financing activities

For the three months ended June 25, 2022, cash used for financing activities was $103.4 million which was primarily due to payment on our Credit Facility, net of amounts borrowed during the period, of $66.5 million, as well as payment of finance lease principal and dividends of $10.2 million and $9.5 million, respectively. Also, we used $17.2 million to repurchase common stock during the period.

Monro, Inc. Q1 2023 Form 10-Q 20

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the three months ended June 26, 2021 cash used for financing activities was $9.0 million which was primarily due to payment of finance lease principal and dividends of $9.7 million and $8.2 million, respectively, partially offset by net borrowing under our Credit Facility of $8.0 million.

Critical Accounting Estimates

The consolidated financial statements are prepared in accordance with GAAP. The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe to be reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows may be affected.

For a description of our critical accounting estimates, refer to Part II, Item 7., “Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Form 10-K for the fiscal year ended March 26, 2022. There have been no material changes to our critical accounting estimates since our Form 10-K for the year ended March 26, 2022.

Recent Accounting Pronouncements

See “Recent Accounting Pronouncements” in Note 1 to our consolidated financial statements for a discussion of the impact of recently issued accounting standards on our consolidated financial statements as of June 25, 2022 and the expected impact on the consolidated financial statements for future periods.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments, and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements preceded by, followed by, or including words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “strategy,” “will,” “would” and variations thereof and similar expressions. Forward-looking statements are subject to risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed. For example, our forward-looking statements include, without limitation, statements regarding:

•the potential effect of general business or economic conditions on our business, including the direct and indirect effects of the COVID-19 pandemic and the Russian invasion of Ukraine on the economy, consumer demand and spending levels, and labor shortages in our markets;

•the impact of competitive services and pricing;

•the effect of economic conditions, seasonality, and the impact of weather conditions and natural disasters on customer demand;

•advances in automotive technologies;

•our dependence on third-party vendors for certain inventory;

•the risks associated with vendor relationships and international trade, particularly imported goods such as those sourced from China;

•the impact of changes in U.S. trade relations and the ongoing trade dispute between the United States and China, and other potential impediments to imports;

•our ability to service our debt obligations, including our expected annual interest expense;

•our cash needs, including our ability to fund our future capital expenditures and working capital requirements;

•our anticipated sales, comparable store sales, gross profit margin, costs of goods sold (including product mix), OSG&A expenses and other fixed costs, and our ability to leverage those costs;

•management’s estimates and expectations as they relate to income tax liabilities, deferred income taxes, and uncertain tax positions;

Monro, Inc. Q1 2023 Form 10-Q 21

MANAGEMENT’S DISCUSSION AND ANALYSIS

•management’s estimates associated with our critical accounting policies, including business combinations, insurance liabilities, and valuations for our goodwill and indefinite-lived intangible assets impairment analyses;

•the impact of industry regulation, including changes in labor laws;

•potential outcomes related to pending or future litigation matters;

•business interruptions;

•risks relating to disruption or unauthorized access to our computer systems;

•our failure to protect customer and employee personal data;

•our ability to realize the expected benefits of the transaction with American Tire Distributors, Inc.;

•risks relating to acquisitions and the integration of acquired businesses with ours;

•our growth plans, including our plans to add, renovate, re-brand, expand, remodel, relocate, or close stores and any related costs or charges, our leasing strategy for future expansion, and our ability to renew leases at existing store locations;

•the impact of costs related to planned store closings or potential impairment of goodwill, intangible assets, and long-lived assets;

•expected dividend payments;

•our ability to attract, motivate, and retain skilled field personnel and our key executives; and

•the potential impacts of climate change on our business.

Any of these factors, as well as such other factors as discussed in Part I, Item 1A., “Risk Factors” of our Form 10-K for the fiscal year ended March 26, 2022, as well as in our periodic filings with the SEC, could cause our actual results to differ materially from our anticipated results. The information provided in this report is based upon the facts and circumstances known as of the date of this report, and any forward-looking statements made by us in this report speak only as of the date on which they are made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of this Form 10-Q to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.

Monro, Inc. Q1 2023 Form 10-Q 22

DISCLOSURES ABOUT MARKET RISK & CONTROLS AND PROCEDURES

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from potential changes in interest rates. As of June 25, 2022, excluding finance leases and financing obligations, we had no debt financing at fixed interest rates, for which the fair value would be affected by changes in market interest rates. Our cash flow exposure on floating rate debt would result in annual interest expense fluctuations of approximately $1.1 million based upon our debt position at June 25, 2022 and approximately $1.8 million based upon our debt position at March 26, 2022, given a change in LIBOR (or replacement index) of 100 basis points.

Debt financing had a carrying amount that approximates a fair value of $110.0 million as of June 25, 2022, as compared to a carrying amount and a fair value of $176.5 million as of March 26, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 25, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Monro, Inc. Q1 2023 Form 10-Q 23

SUPPLEMENTAL INFORMATION

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are a party to or otherwise involved in legal proceedings arising out of the normal course of business. Legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of one or more of these matters could have a material adverse impact on the Company, its financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 19, 2022, our Board of Directors authorized a share repurchase program for the repurchase of up to $150 million of shares of our common stock with no stated expiration. Under the program, we have repurchased 413.6 thousand shares of common stock at an average price of $41.60, for a total investment of $17.2 million. The table below presents information with respect to Monro common stock purchases made during the three months ended June 25, 2022, by Monro or any “affiliated purchaser” of Monro, as defined in Rule 10b-18(a)(3) under the Exchange Act.

Share Repurchase Activity						Dollar Value of
		Average		Total Number of		Shares that May
	Total Number	Price		Shares Purchased		Yet Be Purchased
	of Shares	Paid per		as Part of Publicly		Under Publicly
Period	Purchased	Share		Announced Programs		Announced Programs
March 27, 2022 through April 23, 2022	—		—		—		—
April 24, 2022 through May 28, 2022	212,400	$	41.88		212,400	$	141,104,569
May 29, 2022 through June 25, 2022	201,200		41.30		201,200		132,795,753
Total	413,600	$	41.60		413,600	$	132,795,753

Monro, Inc. Q1 2023 Form 10-Q 24

EXHIBITS

Item 6. Exhibits

Exhibit Index

10.1 – Asset Purchase Agreement among American Tire Distributors, Inc., Monro, Inc., and Monro Service Corporation, dated as of May 13, 2022 (May 2022 Form 8-K, Exhibit 10.1)**

10.74 – Distribution and Fulfillment Agreement by and between Monro, Inc. and American Tire Distributors, Inc., dated June 17, 2022**

31.1 – Certification of Michael T. Broderick pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

31.2 – Certification of Brian J. D’Ambrosia pursuant to Section 302 of the Sarbanes – Oxley Act of 2002

32.1 – Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002

101.INS - XBRL Instance Document

101.LAB - XBRL Taxonomy Extension Label Linkbase

101.PRE - XBRL Taxonomy Extension Presentation Linkbase

101.SCH - XBRL Taxonomy Extension Schema Linkbase

101.DEF - XBRL Taxonomy Extension Definition Linkbase

101.CAL - XBRL Taxonomy Extension Calculation Linkbase

104 - Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

** Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request.

Monro, Inc. Q1 2023 Form 10-Q 25

SIGNATURES

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

	MONRO, INC.
DATE: August 1, 2022	By:	/s/ Michael T. Broderick
		Michael T. Broderick
		President and Chief Executive Officer ‎(Principal Executive Officer)
DATE: August 1, 2022	By:	/s/ Brian J. D’Ambrosia
		Brian J. D’Ambrosia
		Executive Vice President – Finance, Chief Financial Officer and
		Treasurer (Principal Financial Officer and Principal Accounting Officer)

Monro, Inc. Q3 2022 Form 10-Q 26

EX-10.74

Exhibit 10.74

DISTRIBUTION AND FULFILLMENT AGREEMENT

THIS DISTRIBUTION AND FULFILLMENT AGREEMENT (“Agreement”) is entered into as of June 17, 2022 (the “Effective Date”), by and between Monro, Inc., a New York corporation (“Monro”), and American Tire Distributors, Inc., a Delaware corporation (“ATD”).  Monro and ATD are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, ATD is engaged in the business of selling and/or distributing tires, wheels and related products, including certain ATD proprietary branded products and third-party products made available by or through ATD, and providing transfer services through secondary supply with respect to third party tires, wheels and related products not purchased directly by or through ATD;

WHEREAS, as of the date hereof, ATD is purchasing certain assets comprising the wholesale and tire distribution operations of Monro, including the Existing Monro Inventory, pursuant to the terms and conditions of that certain Asset Purchase Agreement, dated as of May 13, 2022, by and between ATD, Monro and Monro Service Corporation (the “Purchase Agreement”); and 

WHEREAS, Monro desires to purchase Direct Products directly from ATD and engage ATD to transfer the Indirect Products to Monro, and ATD desires to sell Direct Products to Monro and transfer the Indirect Products to Monro, each on the terms and conditions of this Agreement. 

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Definitions.  The terms defined in this Section have the following meanings whenever used in this Agreement.  Capitalized terms used in this Agreement but not defined in this Section shall have the meanings ascribed to such terms in this Agreement or in the Purchase Agreement.

1.1“Affiliate” means with respect to a Person, any other Person at any time during the Term controlling, controlled by, or under common control with, such Person.  For purposes of the Agreement, “control” means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies or operations of a Person, whether through ownership of voting securities, by contract or otherwise.  For the avoidance of doubt, with respect to Monro the term “Affiliate” shall not include any existing or future franchisees of Monro or franchisees of any Affiliate of Monro.

1.2“Claim” means any demand, or any civil, criminal, administrative or investigative claim, action or proceeding (including arbitration) asserted, commenced or threatened against a Person by an unaffiliated third party.  For purposes of this definition, an employee of either Party is considered an unaffiliated third party.

1.3“Direct Products” means Tires, wheels and related products made available by or through ATD from time to time, including Proprietary Branded Products and Third Party Products, and ordered by Monro directly from ATD.  Unless otherwise stated, all Purchased Monro Inventory, to the extent purchased by Monro from ATD pursuant to this Agreement, shall be Direct Products.

1.4“Indirect Products” means tires, wheels and related products which are available for distribution, fulfillment, logistics, secondary supply, 3PL, 4PL or otherwise by or through ATD or one or more of its Affiliates from time to time but ordered by Monro (or by ATD on Monro’s behalf) directly from the manufacturer or supplier other than ATD (as applicable, the “Indirect Product Supplier”). 

1.5“Law” means any and all (a) federal, territorial, state, local and foreign laws, treaties, conventions, directives, regulations and ordinances, (b) codes, standards, rules, requirements, directives, orders and criteria issued

under any federal, territorial, state, local or foreign laws, ordinances or regulations, (c) rules of a self- regulatory organization (including the rules of any national securities exchange or foreign equivalent) and (d) judgments, orders, writs, directives, authorizations, rulings, decisions, injunctions, decrees, assessments, settlement agreements, or awards of any Governmental Authority (as defined below).

1.6“Person” means a natural person or any partnership (whether general or limited), limited liability company, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity or any other entity, in each case, whether domestic or foreign.

1.7“Products” means Direct Products and Indirect Products.

1.8“Proprietary Branded Products” means the ATD proprietary branded HERCULES® and IRONMAN® Tires and any additional proprietary branded Tires made available by ATD from time to time. 

1.9“Proprietary Branded Products Warranty” means any express, limited warranty with respect to a Proprietary Branded  Product offered by ATD from time to time with respect to a Proprietary Branded Product, a copy of which as of the Effective Date is set forth on Exhibit D attached hereto.

1.10“Purchase Order” means a purchase order issued by Monro to ATD for the purchase of Direct Products.  

1.11“Purchased Monro Inventory” means the inventory of Tires purchased by ATD from Monro pursuant to the Purchase Agreement that, prior to the Closing Date, was to be distributed to Monro Retail Locations (as defined herein).  For the avoidance of doubt, the Purchased Monro Inventory shall not include the inventory purchased by ATD from Monro which is related to the Wholesale Tire Operations.  

1.12“Representatives” with respect to any Person, means such Person’s Affiliates and such Person’s and its Affiliates’ respective directors, officers, members, managers, employees, contractors, subcontractors, agents, consultants, advisors or other representatives.

1.13“Retail Locations” means all retail locations that are directly or indirectly during the Term of this Agreement owned or operated by Monro or one of its Affiliates, including, without limitation, retail locations that are newly established, retail locations acquired by Monro or one of its Affiliates, retail locations of any Person that is acquired by or is owned in whole or part by Monro or one of its Affiliates.  Retail Locations as of the Effective Date shall include, without limitation, those operating under the brands set forth on Exhibit A attached hereto and shall exclude any retail locations expressly excluded on Exhibit A attached hereto.

1.14“Third Party Products” means any tires, wheels and related products made available by or through ATD from time to time other than Proprietary Branded Products.

1.15“Tires” means passenger car tires, light truck replacement tires and medium truck tires.

1.16“Transfer Order” means an order issued by Monro to purchase any Indirect Product to be delivered by ATD. 

2.Purchase Requirement and Product Availability.

2.1Purchase Requirement.  Subject to the terms and conditions of this Agreement, following the full satisfaction by ATD of the Earnout Amount (as defined in the Purchase Agreement and with such period during which Earnout Payments are made by ATD and ending on the full satisfaction of the Earnout Amount, being referred to herein as the “Earnout Period”), all of the Retail Locations must purchase during each calendar quarter of the Term at least the percentage set forth on Exhibit B (the “Applicable Percentage”) of each of their bona fide, good faith requirements for Tires, less the Exceptions (“Requirements”), by or through ATD as (a) Direct Products to be sold and supplied directly by ATD, and/or (b) Indirect Products to be distributed directly by ATD (the “Purchase Requirement”).  References herein to “by or through” ATD shall refer to the Purchase Requirement under subsection (a) and/or (b) in the preceding sentence.  For the avoidance of doubt, the Applicable Percentage

shall be calculated as a percentage of qualifying purchases of the Requirements.  Monro agrees to use best efforts to encourage its franchisees to purchase Tires from ATD.  Where Monro orders Indirect Products from an Indirect Product Supplier, Monro shall designate ATD as the distribution and fulfillment partner of such Indirect Products and use commercially reasonable efforts to cause the Indirect Product Supplier to utilize ATD as Monro’s distribution and fulfillment partner.  If an Indirect Product Supplier does not use ATD as the distribution or fulfillment partner, then such Indirect Product purchases by Monro shall constitute Exceptions.

2.2Exceptions.  The Requirements shall not include (a) tire purchases made by Monro other than by or through ATD following ATD’s refusal or inability to supply the Direct Products or the Indirect Products in accordance with the applicable service level agreements (“SLAs”) set forth herein and on Exhibit C attached hereto, (b) tire purchases made by Monro other than by or through ATD following ATD’s rejection of a Purchase Order or Transfer Order or (c) Direct Products or Indirect Products which are not Available (as defined below) (each, an “Exception”).  Notwithstanding the foregoing, provided that ATD is able to fulfill an order for Proprietary Branded Products or Monro Purchased Inventory in accordance with the applicable SLAs and is not in breach of any obligations related to pricing of such Products as described herein, Monro’s purchase of LCRs other than by or through ATD shall not be an Exception and shall impact Monro’s compliance with the Purchase Requirement.  The order of a Direct Product or an Indirect Product shall qualify toward Monro meeting the Purchase Requirement notwithstanding whether ATD meets the applicable SLAs.  

2.3Monthly Business Review.  Within ten (10) business days following the end of each calendar month commencing on the Effective Date or at such other times mutually agreed by the Parties, the Parties shall conduct a monthly business review (each, a “MBR”) to be conducted in-person or by video conference.  Each MBR shall be attended by, at a minimum, one (1) employee of each Party at Vice President level or above. 

2.4Forecasting; Measurement and Reporting and Restocking SLAs.  Commencing on the Effective Date and at the beginning of each month thereafter, Monro shall issue to ATD a rolling forecast of its Requirements for Tires for the three-month period commencing after the month in which such forecast is issued.  Such forecast shall include a breakdown of the Tires which Monro intends to purchase from ATD as Direct Products and through ATD as Indirect Products, including all specific Tire SKUs.  At each MBR, the Parties will meet to discuss such forecast, including the availability of Direct Products and Indirect Products, and make any appropriate adjustments to such forecast as mutually agreed in good faith by the Parties during which ATD will confirm in writing to Monro the availability of Direct Products and the availability to provide distribution of Indirect Products subject to such adjusted forecast (the “Confirmed Forecast”).  The Parties will use commercially reasonable efforts to (i) collaborate on establishing the product offering and assortment offered by ATD as Direct Products and Indirect Products and modifying such to ensure the product screen of the Retail Locations is competitive in their market placesfrom a quality, cost and availability perspective, and (ii) review publicly-available or non-confidential information related to comparable market places, benchmarks and product screens; provided that ATD shall not be obligated to share any confidential or proprietary information with Monro in connection therewith.  Failure of ATD to achieve availability of the Availability Percentage (as defined on Exhibit B) of the Confirmed Forecast shall be a breach of SLA (“Initial Availability SLA”).  At the end of the month during which the forecast is issued, and following such MBR, any adjustments thereto and the confirmation of availability by ATD, the Confirmed Forecast shall become binding on Monro for the third month of the forecasted period and constitute a blanket order for such Products against which Purchase Orders or Transfer Orders shall be issued by Monro for the Products subject thereto and such Confirmed Forecast shall be binding on ATD for purposes of Availability and related SLAs.  Any adjustment by ATD which results in a decrease from the Initial Availability SLA figure shall be a breach of SLA (“Availability Confirmation SLA”).   Monro shall also grant ATD access to the data and reports generated by Monro or its service providers, including Torqata Data and Analytics LLC (“Torqata”), reporting the total number of Tires purchased by the Retail Locations during such three-month period by or through ATD or by or through any third party.  Such forecast from Torqata is delivered at least 30 days prior to the issuance of each forecast by Monro to ATD.

For example, on December 1st, Monro receives from Torqata a forecast for the three-month period of February, March and April.  On January 1st, Monro receives from Torqata a revised forecast for the three-month period of February, March and April, and an initial forecast for May.  Also on January 1st, Monro issues a forecast to ATD for the three-month period of February, March and April.  The Parties discuss the forecast during the January MBR, during which ATD confirms availability and any mutually agreed adjustments to such forecast are made and

compliance with the Initial Availability SLA will be measured for April.  On February 1st, the adjusted January forecast becomes a binding firm order for the month of April (e.g., 60 days prior) and compliance with the Availability Confirmation SLA shall be measured for April.  Likewise, on February 1st, Monro receives from Torqata a revised forecast for March, April, May and an initial forecast for June, and Monro issues a forecast to ATD for the three-month period of March, April and May.  The Parties discuss the forecast during the February MBR, during which ATD confirms availability and any mutually agreed adjustments to such forecast are made and compliance with the Initial Availability SLA shall be measured for May.  On March 1st, the adjusted February forecast becomes a binding firm order for the month of May and the Availability Confirmation SLA shall be measured for May.  This process continues unless and until mutually agreed by the Parties.  The Parties will measure, calculate and remedy compliance with the Purchase Requirement in the manner set forth in Exhibit B.     

2.5a. Product Sourcing Efforts.  ATD and Monro each agree to use commercially reasonable efforts to (a) transition Monro’s demand for LCRs to ATD’s Proprietary Branded Products, (b) agree to source any brands and styles from the Indirect Products; and (c) agree to jointly approach any manufacturer that is not in ATD’s brand portfolio but that is within Monro’s brand portfolio for the purpose of establishing a direct relationship between such manufacturer and ATD. 

2.6Availability.   For purposes hereof, “Availability” means (a) with respect to Direct Products or Indirect Products subject to Monro’s forecast pursuant to Section 2.4 above, ATD confirms Direct Products are available from ATD or confirms it can provide the distribution services with respect to its fulfillment of such Indirect Products, as applicable, as part of the Confirmed Forecast or (b) with respect to purchases by Monro of Direct Products or Indirect Products not subject to a forecast and made on a real-time basis, such Direct Products are shown and confirmed as available in ATD’s inventory management system or ATD otherwise confirms it can provide the distribution services for Indirect Products.  

3.Purchase Orders. 

3.1Purchase Orders.  Acceptance of a Purchase Order is expressly limited to the terms of the Agreement.  No purported acceptance of any Purchase Order on terms and conditions which modify, supersede, supplement or otherwise alter this Agreement, shall be binding upon Monro or ATD, and such alternative terms are expressly rejected and replaced by this Agreement, unless the alternative terms or conditions are agreed in writing by the Parties.  For the avoidance of doubt, unless agreed in writing, any additional terms that accompany a Purchase Order, shall be rejected in full.

3.2Offer and Acceptance.  Monro’s issuance of a Purchase Order and a Transfer Order to ATD constitutes an offer by Monro to purchase Direct Products and to transfer Indirect Products, respectively.  By accepting the Purchase Order or a Transfer Order, ATD agrees that it is willing and able to supply the Direct Products or Indirect Products referenced in such Purchase Order or Transfer Order, as applicable, in accordance with the applicable Delivery SLAs (defined below).  For Direct Products or Indirect Products ordered on a real-time basis (and not subject to a Confirmed Forecast) pursuant to subsection 2.7(b), if ATD does not reject such Purchase Order or Transfer Order in writing (which may occur electronically) within 60 minutes of the issuance of such Order, such Purchase Order or Transfer Order shall be deemed accepted.  ATD will have the right to reject any Purchase Order or Transfer Order, or portion of such Purchase Order or Transfer order, if ATD cannot deliver the Tires in compliance with the applicable Delivery SLAs and/or if the Purchase Order or Transfer Order exceeds the Confirmed Forecast.  If ATD rejects a Purchase Order or a Transfer Order in whole or in part subject to a Confirmed Forecast, then the amount of Direct Products or Indirect Products subject to such rejected order shall constitute an Exception and shall not impact Monro’s compliance with the Purchase Requirement.  Further if ATD rejects a Purchase Order or a Transfer Order, in whole or in part, which is confirmed by ATD to be Available, such rejection shall constitute a breach of SLA (“Fulfillment SLA”).

4.Delivery; Acceptance; Returns.

4.1Delivery.  Monro will specify in each Purchase Order and Transfer Order the location or locations for the delivery of ordered Products (the “Delivery Site(s)”).  Specific details for individual Delivery Site(s) are described in Exhibit A attached hereto.   ATD shall deliver the Direct Products and Indirect Products pursuant to ATD’s local delivery schedule as further described in Exhibit C.  Upon delivery, Monro will be provided a delivery receipt

containing at a minimum, a listing of the Direct Product(s) being delivered, the unit prices, quantities, and corresponding Purchase Order number upon each delivery to Monro of any Direct Products.  Title and risk of loss of the Product shall pass to Monro upon the physical delivery of the Product to Monro at the Delivery Site(s) designated in a Purchase Order.

4.2Acceptance, Inspection and Rejection. Monro has the right to inspect the Products within three (3) business days after the delivery date.  Monro, at its sole option, may inspect all or a sample of the Products, and may reject all or any portion of the Products if the Products are (i) nonconforming; (ii) damaged;  (iii) shipped or performed contrary  to the terms of this Agreement or any applicable  Purchase Order or Transfer Order;  (iv) shipped in quantities in excess of any applicable Purchase Order or Transfer Order; or (v) not shipped or performed in accordance with this Agreement or any applicable Purchase Order or Transfer Order.  If Products are rejected, Monro shall provide ATD notice of rejection of Products within such time period including its justification therefor and evidence of the alleged nonconformity.  If Monro has not given proper notice within such time period, the Products shall be deemed accepted by Monro as of the end of the third (3rd) business day.  Upon receipt of Monro’s proper notice of rejection of Products, ATD shall either, in ATD’s sole discretion (i) issue a credit to Monro in the amount of the payment made by Monro to ATD for such nonconforming Direct Product or Indirect Product provided that if such credit is not used within ninety (90) days of issuance, it may be converted into a refund to be provided to Monro upon Monro’s request; or (ii) ship a replacement Direct Product or Indirect Product to Monro, as applicable, within seventy-two (72) hours of notification.  ATD shall retain the right to confirm any nonconformity alleged by Monro. ATD shall have no liability for any nonconformities with respect to Indirect Products, except to the extent caused by ATD’s gross negligence or willful misconduct.

4.3Returns. Product returns (both new product returns and warranty returns) require pre-authorization from Distributor via a returned material authorization (“RMA”). Once the Products are returned to the appropriate location, the Products will be reviewed to determine their eligibility for credit as described in Section 3.1 above (e.g., confirmation that new Products are still new and unused, confirmation that the Product meets the manufacturers adjustment policy for credit, and the amount of the credit and any other applicable requirements are met). New Product returns may be subject to ATD’s applicable restocking fee(s).

5.Pricing and PaymentTerms.

5.1Prices.  The prices (“Prices”) for Products shall be as set forth on and subject to Exhibit A. 

5.2Invoices. ATD shall issue invoices to Monro for Prices for Direct Products and Invoices will reference the Purchase Order number.  ATD agrees that all invoices due hereunder will be processed and paid using Monro’s existing EDI invoice processing system, and Monro agrees that all payments to ATD hereunder shall be made in immediately available funds via ACH transfer, wire transfer or otherwise as agreed by ATD. 

5.3PaymentTerms.  All payments are due net number of days set forth on Exhibit A from the date of ATD’s invoice, except for any amounts disputed by Monro in good faith; provided, that the Parties hereby agree to mutually evaluate and discuss in good faith such payment terms from time to time based on changes in market and credit conditions.  The Parties shall seek to resolve any invoice disputes expeditiously and in good faith. Unless subject to a good faith dispute, in the event that Monro fails to remit payment when due, monthly interest in the lesser amount of one and one half percent (1.5%) or the greatest amount permitted by law shall accrue on the overdue amount. Unless subject to a good faith dispute, Monro shall be responsible for all reasonable costs and expenses associated with collection costs on overdue payments incurred by ATD, including reasonable attorney’s fees and court costs.

5.4Taxes.  Unless prohibited by Law or stated in the Agreement, ATD shall pay all federal, state or local tax, transportation tax, or other tax, including customs duties and tariffs, which is required to be imposed upon the Direct Products, or by reason of their sale or delivery directly from ATD to Monro.  All Prices shall be deemed to have includedall such taxes.  Notwithstanding the foregoing, ATD is not responsible for any taxes, duties or tariffs associated with or levied on, Monro, Monro’s purchase of Indirect Products and/or any Monro customer’s purchase of the Products. If ATD is required by Law to pay or collect from Monro any taxes or charges, ATD will provide a separate invoice to Purchase for such taxes or charges.

6.Warranties and Disclaimers.

6.1Mutual Warranties.  Each Party represents and warrants to the other Party that (a) it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, (b) it has the authority and ability to enter into, perform the obligations under and agree to the covenants contained in the Agreement, (c) it will perform its obligations hereunder in a professional and workmanlike manner, and (d) it will comply with all applicable Laws related to its performance in connection with this Agreement.

6.2Products Warranties and Disclaimers.  Monro acknowledges and agrees that, except for any Proprietary Brand Product Warranty, the only warranty for any Direct Products sold by ATD under this Agreement is the warranty offered by the applicable manufacturer of the Direct Products to the end user consumer of such Direct Products.  In the event of any claim not covered by the manufacturer for any Products purchased from Monro by ATD prior to being sold by ATD to Monro, Monro shall indemnify and hold ATD harmless from any claims or losses resulting or arising therefrom. ATD shall not be responsible for any losses or indemnification obligation arising out of or resulting from any defect or alleged defect in the design, manufacture, instructions, warnings or labeling of any Products, nor liable for any type of alleged product liability claims.  ATD DOES NOT MAKE ANY WARRANTY WITH RESPECT TO ANY PRODUCTS SOLD OR DISTRIBUTED HEREUNDER, WHETHER EXPRESS OR IMPLIED AND, ATD SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, USAGE OF TRADE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT,WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. MONRO ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY ATD, OR ANY OTHER PERSON ON ATD’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS CONTRACT. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Monro.

6.3ComplianceWarranties.  Each Party represents and warrants to the other Party that:

6.3.1it is not debarred, suspended, excluded, or disqualified from doing business with the United States Government, or listed as the Excluded Parties List System maintained by the General Services Administration of the United States Government (found at  www.epls.gov);

6.3.2(i) it is not under investigation by any Governmental Authority for, nor has it been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any anti-money laundering Laws, (ii) has not been assessed civil or criminal penalties under any anti-money laundering laws, and (iii) it has not had any of its funds seized or forfeited in any action under any anti-money laundering Laws;

6.3.3it in compliance with all applicable domestic or foreign anti-corruption Laws, including those prohibiting the bribery of Government Officials, and will remain in compliance with all applicable Laws; that it will not authorize, offer or make payments directly or indirectly to any Government Official; and that no part of the payments received by it (whether compensation or otherwise) will be used for any purpose that could constitute a violation of any applicable Law;

6.3.4it is not the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), the United Nations Security Council (UNSC), the European Union (EU), Her Majesty’s Treasury (HMT), or other relevant sanctions authority (collectively, “Sanctions”), nor is ATD located, organized or resident in a country or territory that is the subject of Sanctions; it  has violated any Sanctions; and it will not fund or engage in any activities with any Person or in any country or territory, that, at the time of such funding or activity, is the subject of Sanctions, or in any other manner that will result in a violation by any Person of any Sanctions.

6.3.5Each Party shall promptly notify the other in writing in the event it breaches or has reason to believe that it will breach (through its or a third party’s act or omission, including receipt of notice by or on behalf of any Governmental Authority), any representation or warranty set forth in this Section6.3.

6.3.6As used herein, “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any supra-national, governmental, federal, state, provincial, local governmental or municipal entity or authority and any self-regulatory organization (including, in each case, any branch, department or official thereof); and “Governmental Official” means (i) an executive, official, employee or agent of a Governmental Authority, (ii) a director, officer, employee or agent of a wholly or partially government-owned or -controlled company or business, (iii) a political party or official thereof, or candidate for political office, or (iv) an executive, official, employee or agent of a public international organization.

7.Confidentiality.

The Confidentiality Agreement entered into between the Parties dated as of [●] (the “Confidentiality Agreement”), shall govern the exchange of any Confidential Information (as such term is defined in the Confidentiality Agreement) for purposes of carrying out the intent of this Agreement and shall be considered a part of this Agreement as if set forth herein.  The confidentiality obligations of the Parties expire upon the later of the (a) term of the Confidentiality Agreement as set forth therein, and (b) two years from the end of the Term.

8.Insurance.  

8.1During the Term of this Agreement, each Party shall procure and maintain the insurance listed below covering liability arising out of its performance pursuant to the Agreement. 

8.1.1Comprehensive general liability, including contractual liability coverage and products liability/completed operations coverages, with a combined single limit of $1,000,000 per occurrence and $2,000,000 aggregate;

8.1.2Commercial auto liability insurance, covering liability arising out of owned, non-owned and hired vehicles, in the amount of at least $1,000,000 per accident;

8.1.3Workers’ compensation, with statutory limits as prescribed by the state(s) in which the services will take place, and Employers’ Liability coverage with limits of $1,000,000/$1,000,000/$1,000,000; and

8.1.4Excess liability insurance, in the amount of at least $2,000,000 per occurrence over primary liability coverages required above.  Each Party agrees to produce a certificate of insurance evidencing its insurance coverage, when and as requested by the other Party.

9.Term and Termination.

9.1Term.  Subject to earlier termination as provided in this Section 9 below or as otherwise mutually agreed upon in writing by the Parties, the term of the Agreement will expire five (5) years from the completion of the Earnout Period (the “InitialTerm”)and will automatically renew for a twelve (12) month period and continue to renew for twelve (12) month periods thereafter (“Renewed Term” and collectively with the Initial Term, “Term”), unless either Party delivers written notice of its election to not renew this Agreement at least sixty (60) days prior to the end of the Initial Term or the respective Renewed Term.

9.2Termination by Either Party.  Either Party may terminate this Agreement, on written notice to the other Party, upon the occurrence of an Event of Default on the part of the other Party.  For these purposes, an “Event of Default” by the other Party means either:  (i) a failure by the other Party to perform any of its material obligations under this Agreement, where such failure continues uncured for more than thirty (30) calendar days after receipt by such Party of written notice of such default (which notice will detail the circumstances of such failure); or (ii) the other Party dissolves, or becomes insolvent, makes an assignment for the benefit of creditors, files a bankruptcy petition, has an involuntary bankruptcy petition filed against it, a receiver or similar officer is appointed to take charge of all or part of the Party’s assets, or that Party discontinues all of its business for any reason.

9.3ATD Termination.  ATD may terminate this Agreement immediately and upon written notice if: (i) Monro fails to pay any amount (other than amounts disputed by Monro in good faith, as provided in Section 5.4)

when due under this Agreement and such failure continues for twenty (20) days after Monro’s receipt of written notice of nonpayment; (ii) Monro sells, leases or exchanges a material portion of Monro’s assets that material reduces the Purchase Requirement following such transaction, and/or (iii) Monro merges or consolidates with or into another entity, in a transaction where Monro is not the surviving entity or such other transaction occurs which materially reduces the Purchase Requirement without ATD’s prior written consent.

9.4Effect of Termination.  In the event of termination of this Agreement, all outstanding and undisputed payment obligations through the date of termination will continue to apply and be paid in accordance with the terms of the Agreement.  Monro shall remain liable for all amounts due for any open or unfulfilled Purchase Orders remaining upon termination of this Agreement and ATD shall use its commercially reasonable efforts to promptly fulfill any such remaining Purchase Orders. With respect to any Indirect Products, so long as Monro has not cancelled the Indirect Product Purchase Order with the respective Indirect Product Supplier, ATD will fulfill any such Indirect Products made through the date of such termination. If ATD is unable to fulfill any Purchase Orders within a reasonable time following termination of this Agreement, ATD shall promptly notify Monro in writing and the Parties shall terminate the respective Purchase Order without liability, at which point Monro shall no longer be responsible for any amounts due thereunder.  If this Agreement is terminated due to Monro’s default during the Earnout Period, the Parties will execute a Purchase Order whereby ATD shall permit Monro to purchase the remaining Products to meet the requirements with respect to the Earnout Period, pursuant to the terms of the Purchase Agreement, at which point, ATD shall pay Monro the remaining unpaid balance of the Earnout Amount. 

10.Intellectual Property.

All intellectual property, and rights, title and interests within the Proprietary Branded Products are solely owned by ATD and with respect to all other Products, owned solely by the applicable third party manufacturer.  Monro agrees not to reverse engineer or attempt to discover such intellectual property in any Products. Any designs, manufacturing drawings or other information submitted to Monro remain the exclusive property of ATD or the respective third party manufacturer. Monro shall not, without ATD’s prior written consent, copy such information or disclose such information to a third party. Monro understands and agrees that the sale of Products under this Agreement does not transfer to Monro, and ATD or the applicable third party manufacturer respectively, will retain, any and all intellectual property rights in any Products sold hereunder.

11.Indemnification.

11.1ATD shall indemnify and hold harmless Monro, its Affiliates and its and their respective directors, officers, and employees (collectively, “Monro Indemnitees”) from and against all liability, demands, claims, losses, costs, actions, judgments, fines, penalties, damages and expenses, including expert and attorneys’ fees, (collectively, “Liabilities”) incurred by Monro or its Affiliates arising out of any Claim against Monro Indemnitees, that arises from or  relates to: (a) ATD’s noncompliance or breach of any representation, warranty or obligation under the Agreement, (b) ATD’s violation of any Law with respect to ATD’s performance hereunder; (c) any breach of any Proprietary Brand Warranty issued by ATD to a customer or end user of any of Proprietary Brand Product;  or (d) any gross negligence or willful misconduct of ATD Indemnitees.  This indemnification obligation shall apply regardless of whether the Claim arises in tort, negligence, contract, warranty, strict liability or otherwise.

11.2Monro shall indemnify and hold harmless ATD, its Affiliates and its and their respective directors, officers, and employees (collectively, “ATD Indemnitees”) from and against all Liabilities, incurred by ATD or its Affiliates arising out of any Claim against any ATD Indemnitees, that arises from or relates to: (a) Monro’s noncompliance or breach of any representation, warranty or obligation under the Agreement; (b) any breach of an express Product warranty issued by Monro to a customer or end user of any of the Products (other than any Proprietary Branded Product Warranty); (c) any gross negligence or willful misconduct of Monro Indemnitees; or (d) the resale of the Products by the Retail Locations.

11.3The indemnitee shall give the indemnitor prompt written notice of any Claim for which indemnification is sought under this Section11.  Failure to give notice will not diminish the indemnitor’s obligation under this Section11.  When provided notice of any actual or potential Liabilities, indemnitor, at indemnitee’s option and at indemnitor’s expense, will undertake defense of such actual or potential Liabilities through counsel approved by indemnitee.  Indemnitor may select legal counsel to represent the Indemnitees or ATD Indemnitees (said counsel to

be reasonably satisfactory to indemnitee) and otherwise control the defense of such Claim; provided, however, that indemnitor shall first obtain authorization from indemnitor before settlement is made of the actual or potential Liabilities if the terms of such settlement (a) require any action or inaction by indemnitee or any Affiliate thereof or (b) could materially adversely affect indemnitee, including any terms which admit the existence of a defect in Products or a failure of indemnitee  to fully and faithfully perform its obligations. 

12.LimitationofLiability.

TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT FOR BREACHES OF CONFIDENTIALITY, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR THIRD PARTY INDEMNIFICATION CLAIMS UNDER SECTION 11 ABOVE: (A) EACH PARTY’S AND ITS AFFILIATES’ LIABILITY TO THE OTHER PARTY, IF ANY, FOR ANY LOSS OR DAMAGES IN ANY WAY ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH THIS CONTRACT SHALL NOT EXCEED THE PRICE ALLOCABLE TO THE PARTICULAR PRODUCTS UPON WHICH LIABILITY IS BASED, REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND (B) IN NO EVENT SHALL A PARTY OR ITS AFFILIATES BE LIABLE FOR LOSS OF PROFITS OR REVENUE OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES.

13.Miscellaneous.

13.1ForceMajeure.  Any delay or failure of either Party to perform its obligations shall be excused if it is caused by an extraordinary and unforeseeable event beyond the control of the nonperforming Party and without the nonperforming Party’s fault or negligence, such as acts of God, fires, floods, fuel shortages and/or changes in allocation of fuel, windstorms, explosions, riots, natural disasters, pandemics, epidemics, supply restrictions, wars and sabotage (each a “Force Majeure Event”).  Written notice of such Force Majeure Event, including the anticipated duration of the delay, must be promptly given by the nonperforming Party to the other Party.  During the period of any delay or failure to perform by ATD due to a Force Majeure Event, Monro, at its option, may purchase Products from other sources and reduce its schedules to ATD by such quantities, without liability to Monro, to the extent Monro is directly impacted by such Force Majeure Event.  If any Force Majeure Event does arise, occur, or result, the Party subject thereto shall use commercially reasonable efforts to minimize the consequences of such event and to overcome such event as soon as reasonably possible.  If either Party is unable to substantially perform its obligations under this Agreement as a result of a Force Majeure Event for more than 30 days, the other Party, at its option, may terminate this Agreement upon written notice to the other.

13.2NoWaiver.  A  waiver  by  either Party  of  any  right  or  remedy  shall  not  affect  any  rights  or  remedies subsequently arising under the same or similar clauses.  The failure of a Party to insist upon the performance of any term or condition of the Agreement, or to exercise any right hereunder shall not be construed as a waiver of the future performance of any such term or condition or the exercise in the future of any such right.

13.3Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement.  The counterparts of this Agreement may be executed and delivered by electronic means by any of the Parties to any other Party and the receiving Party may rely on the receipt of such document so executed and delivered by electronic means as if the original had been received.

13.4RelationshipofParties. ATD and Monro are independent contracting parties and nothing in this Agreement shall make either Party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other Party.

13.5Assignment. Neither Party shall assign or transfer this Agreement or any of its rights, or delegate any of its duties or obligations, under this Agreement, whether voluntarily, by merger or operation of law, or otherwise, except with the prior consent of the other Party, except that this Agreement may be assigned by ATD, without the consent of Monro, to (i) any Affiliate of ATD, (ii) any entity with which or into which ATD may

consolidate or merge, or (iii) any entity acquiring all or substantially all of the assets of ATD relating to this Agreement. 

13.6Severability.  If any term(s) of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other Law, such term(s) shall be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this Agreement shall remain in full force and effect.

13.7Notices. All notices, claims and other communications required or permitted under the Agreement shall be made in writing and sent by certified or registered mail, return receipt requested and proper postage prepaid to the following address (or such other address as is provided by the Parties) and shall be effective only upon receipt by the other Party in the form set forth in this Section:

If to Monro:

Attn: General Counsel

Monro, Inc.

200 Holleder Parkway

Rochester, NY 14615

If to ATD:  

Attn: Keith Calcagno

American Tire Distributors, Inc.

12200 Herbert Wayne Court

Huntersville, NC 28078

With a Copy to:

Attn: Christian Chad Warpula P.C.

Troutman Pepper Hamilton Sanders LLP

301 S. College Street, Suite 3400

Charlotte, NC 28202

A Parties failure to provide any notice, claim or other communication to the other Party in the manner and within the time periods specified in this Agreement shall constitute a waiver of any and all rights and remedies that otherwise would have been available to the Party upon making such notice, claim or other communication.

13.8GoverningLaw; Consent to Jurisdiction.  The construction, interpretation and performance of the Agreement and all transactions thereunder shall be governed by the Laws of the State of Delaware, without regard to principles of conflicts of Law.  The Parties consent to the exclusive jurisdiction of the appropriate state or federal; court located in the State of Delaware, for any legal or equitable action or proceeding arising out of, or in connection with, this Agreement.  The Parties specifically waive the right to a jury and any and all objections to venue in such courts. 

13.9Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.

13.10Review by Counsel. The Parties to this Agreement acknowledge and agree that: (i) each Party and the Party’s counsel has reviewed and negotiated, or has had the opportunity to review and negotiate, the terms and provisions of this Agreement and has contributed to its review and revision; (ii) any rule of construction to the effect that any ambiguities are resolved against the drafting Party shall not be used to interpret this Agreement; and (iii) the

terms and provisions of this Agreement shall be construed fairly as to all Parties to this Agreement and not in favor of or against any Party, regardless of which Party was generally responsible for the preparation of this Agreement.

13.11No Public Announcements. Neither Party shall make any statement (whether oral or in writing) in any press release, external advertising, marketing or promotion materials regarding the other Party or its business unless: (a) it has received the express written consent of the other Party; or (b) it is required to do so by Law or under the rules of any stock exchange to which it is subject.

13.12NoThird-PartyBeneficiaries. Unless otherwise expressly provided for herein, no provisions of the Agreement are intended or shall be construed to confer upon or give to any Person other than the ATD and Monro any rights, remedies or other benefits under or by reason thereof; provided, that the Indemnitees and ATD Indemnitees shall be third party beneficiaries with rights of enforcement hereunder.

13.13Fulfillment by ATD Affiliates.  Monro acknowledges that ATD, through its Affiliates offers expanded manufacturing capability, and ATD may in its sole discretion manufacture, supply or deliver from any location or source, including any of its Affiliates, any Products. 

13.14Survival. The obligations, representations, warranties, and covenants of the Parties under this Agreement that by their nature are intended or reasonably expected to survive the expiration or termination of this Agreement, including the obligations, representations, warranties, and covenants of the Parties as set forth in Sections 6 (Warranties), 7 (Confidentiality), 10 (Intellectual Property), 11 (Indemnification), 12 (Limitation of Liability) and this Section 13 shall survive the expiration or termination of the Agreement created hereunder.

13.15EntireAgreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written representations or agreements by the Parties with respect to the subject matter hereof.  No subsequent terms, conditions, understandings, or agreements purporting to modify this Agreement will be binding unless in writing and signed by both Parties.  In the event of a conflict of terms related to the subject matter hereunder, this Agreement shall prevail over all other agreements, including terms and conditions accompanying a Purchase Order issued by Monro; provided, that the terms of the Exhibits hereto shall prevail over the terms of this Agreement, and with respect to all matters relating to the Earnout Payments, the terms of the Purchase Agreement shall control.

13.16Interpretation.  The words “include,” “includes” and “including” shall not be limiting and shall be deemed to be followed by the words “without limitation,” the word “or” is not exclusive, and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole unless the context requires otherwise.  Unless the context otherwise requires, references herein: (i) to Sections shall mean the Sections of this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.  Section headings are for are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.  The Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. 

AMERICAN TIRE DISTRIBUTORS, INC.

/s/ Bill Williams

Bill Williams

Chief Financial Officer

MONRO INC.

/s/ Jack Heisman

Jack Heisman

Vice President – Business Development and Real Estate

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael T. Broderick, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Monro, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2022

/s/ Michael T. Broderick

Michael T. Broderick

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Brian J. D’Ambrosia, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Monro, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 1, 2022

/s/ Brian J. D’Ambrosia

Brian J. D’Ambrosia

Executive Vice President – Finance, Treasurer and

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

Pursuant to, and solely for purposes of, 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002), each of the undersigned hereby certifies in the capacity and on the date indicated below that:

1.  The Quarterly Report of Monro, Inc. ("Monro") on Form 10-Q for the period ended June 25, 2022 as filed with the Securities and Exchange Commission on the date hereof (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Monro.

/s/ Michael T. Broderick	Dated: August 1, 2022
Michael T. Broderick
Chief Executive Officer (Principal Executive Officer)
/s/ Brian J. D’Ambrosia	Dated: August 1, 2022
Brian J. D’Ambrosia
Executive Vice President – Finance, Treasurer and
Chief Financial Officer (Principal Financial Officer)

XML

Document and Entity Information - shares	3 Months Ended
	Jun. 25, 2022	Jul. 22, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 25, 2022
Current Fiscal Year End Date	--03-25
Document Fiscal Year Focus	2023
Document Transition Report	false
Entity File Number	0-19357
Entity Registrant Name	Monro, Inc.
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	16-0838627
Entity Address, Address Line One	200 Holleder Parkway
Entity Address, City or Town	Rochester
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	14615
City Area Code	585
Local Phone Number	647-6400
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	MNRO
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock Shares Outstanding		32,197,220
Entity Central Index Key	0000876427
Amendment Flag	false
Document Fiscal Period Focus	Q1

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 25, 2022	Mar. 26, 2022
Current assets
Cash and equivalents	$ 30,648	$ 7,948
Accounts receivable	11,850	14,797
Inventories	128,666	166,271
Other current assets	76,157	56,486
Total current assets	247,321	245,502
Property and equipment, net	307,932	315,193
Finance lease and financing obligation assets, net	253,259	268,406
Operating lease assets, net	209,875	213,588
Goodwill	730,293	776,714
Intangible assets, net	19,087	26,682
Other non-current assets	43,374	20,174
Long-term deferred income tax assets	4,591	5,153
Total assets	1,815,732	1,871,412
Current liabilities
Current portion of finance leases and financing obligations	41,213	42,092
Current portion of operating lease liabilities	34,624	34,692
Accounts payable	155,948	131,989
Federal and state income taxes payable	15,850	2,921
Accrued payroll, payroll taxes and other payroll benefits	24,344	18,540
Accrued insurance	51,251	49,391
Deferred revenue	14,500	14,153
Other current liabilities	32,084	28,186
Total current liabilities	369,814	321,964
Long-term debt	110,000	176,466
Long-term finance leases and financing obligations	339,775	357,475
Long-term operating lease liabilities	189,973	192,637
Other long-term liabilities	11,330	10,821
Long-term deferred income tax liabilities	24,552	28,560
Long-term income taxes payable	612	583
Total liabilities	1,046,056	1,088,506
Commitments and contingencies - Note 9
Shareholders' equity
Class C Convertible Preferred stock	29	29
Common stock	399	399
Treasury stock	(125,945)	(108,729)
Additional paid-in capital	245,689	244,577
Accumulated other comprehensive loss	(4,593)	(4,494)
Retained earnings	654,097	651,124
Total shareholders' equity	769,676	782,906
Total liabilities and shareholders' equity	$ 1,815,732	$ 1,871,412

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 25, 2022	Mar. 26, 2022
Consolidated Balance Sheets [Abstract]
Class C convertible preferred stock shares authorized	150,000	150,000
Class C convertible preferred stock par value	$ 1.50	$ 1.50
Class C convertible preferred stock, conversion value	$ 0.064	$ 0.064
Class C convertible preferred stock shares issued	19,664	19,664
Class C convertible preferred stock shares outstanding	19,664	19,664
Common stock shares authorized	65,000,000	65,000,000
Common stock par value	$ 0.01	$ 0.01
Common stock shares issued	39,920,441	39,906,561
Treasury stock shares	6,773,471	6,359,871

XML

Consolidated Statements Of Income And Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Jun. 25, 2022	Jun. 26, 2021
Consolidated Statements Of Income And Comprehensive Income [Abstract]
Sales	$ 349,535	$ 341,818
Cost of sales, including distribution and occupancy costs	227,346	215,887
Gross profit	122,189	125,931
Operating, selling, general and administrative expenses	95,934	98,014
Operating income	26,255	27,917
Interest expense, net of interest income	5,658	6,941
Other income, net	(78)	(44)
Income before income taxes	20,675	21,020
Provision for income taxes	8,191	5,339
Net income	12,484	15,681
Other comprehensive loss
Changes in pension, net of tax	(99)	(103)
Other comprehensive loss	(99)	(103)
Comprehensive income	$ 12,385	$ 15,578
Earnings per share
Basic	$ 0.37	$ 0.46
Diluted	$ 0.37	$ 0.46
Weighted average common shares outstanding
Basic	33,483	33,498
Diluted	33,986	34,022

XML

Consolidated Statements Of Changes in Shareholders' Equity - USD ($) $ in Thousands	Class C Convertible Preferred Stock [Member]	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Retained Earnings [Member]	Total
Balance beginning at Mar. 27, 2021	$ 29	$ 398	$ (108,729)	$ 238,244	$ (4,619)	$ 624,361	$ 749,684
Beginning balance, preferred shares at Mar. 27, 2021	20,000
Beginning balance, common shares at Mar. 27, 2021		39,848,000	6,360,000
Net income						15,681	15,681
Other comprehensive loss
Pension liability adjustment					(103)		(103)
Dividends declared
Preferred						(110)	(110)
Common						(8,042)	(8,042)
Dividend payable						(14)	(14)
Stock options and restricted stock		$ 1		739			740
Stock options and restricted stock, shares		17,000
Stock-based compensation				755			755
Balance ending at Jun. 26, 2021	$ 29	$ 399	$ (108,729)	239,738	(4,722)	631,876	758,591
Ending balance, preferred shares at Jun. 26, 2021	20,000
Ending balance, common shares at Jun. 26, 2021		39,865,000	6,360,000
Balance beginning at Mar. 26, 2022	$ 29	$ 399	$ (108,729)	244,577	(4,494)	651,124	$ 782,906
Beginning balance, preferred shares at Mar. 26, 2022	20,000						19,664
Beginning balance, common shares at Mar. 26, 2022		39,907,000	6,360,000
Net income						12,484	$ 12,484
Other comprehensive loss
Pension liability adjustment					(99)		(99)
Dividends declared
Preferred						(129)	(129)
Common						(9,337)	(9,337)
Dividend payable						(45)	(45)
Repurchase of stock			$ (17,216)				$ (17,216)
Repurchase of stock			413,000				413,600
Stock options and restricted stock				(41)			$ (41)
Stock options and restricted stock, shares		13,000
Stock-based compensation				1,153			1,153
Balance ending at Jun. 25, 2022	$ 29	$ 399	$ (125,945)	$ 245,689	$ (4,593)	$ 654,097	$ 769,676
Ending balance, preferred shares at Jun. 25, 2022	20,000						19,664
Ending balance, common shares at Jun. 25, 2022		39,920,000	6,773,000

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Consolidated Statements Of Changes in Shareholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Jun. 25, 2022	Jun. 26, 2021
Consolidated Statements Of Changes In Shareholders' Equity [Abstract]
Common stock cash dividends per share	$ 0.28	$ 0.24

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Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Jun. 25, 2022	Jun. 26, 2021
Operating activities
Net income	$ 12,484	$ 15,681
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	20,100	20,278
Share-based compensation expense	1,153	755
Loss (gain) on disposal of assets	377	(168)
Gain on divestiture	(2,394)
Deferred income tax expense	(3,409)	2,931
Change in operating assets and liabilities (excluding acquisitions)
Accounts receivable	(1,038)	(98)
Inventories	184	(4,110)
Other current assets	(31)	(4,853)
Other non-current assets	9,256	7,950
Accounts payable	23,959	9,000
Accrued expenses	11,626	15,648
Federal and state income taxes payable	12,929	7,759
Other long-term liabilities	(8,020)	(8,114)
Long-term income taxes payable	29	55
Cash provided by operating activities	77,205	62,714
Investing activities
Capital expenditures	(8,213)	(5,199)
Acquisitions, net of cash acquired	(241)	(62,059)
Proceeds from divestiture	56,586
Proceeds from the disposal of assets	724	429
Other		67
Cash provided by (used for) investing activities	48,856	(66,762)
Financing activities
Proceeds from borrowings	43,909	77,000
Principal payments on long-term debt, finance leases and financing obligations	(120,588)	(78,661)
Repurchase of stock	(17,216)
Exercise of stock options		779
Dividends paid	(9,466)	(8,152)
Cash used for financing activities	(103,361)	(9,034)
Increase (decrease) in cash and equivalents	22,700	(13,082)
Cash and equivalents at beginning of period	7,948	29,960
Cash and equivalents at end of period	30,648	16,878
Supplemental information
Leased assets (reduced) obtained in exchange for (reduced) new finance lease liabilities	(989)	6,599
Leased assets obtained in exchange for new operating lease liabilities	$ 7,878	$ 1,382

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Description of Business and Basis of Presentation

3 Months Ended

Jun. 25, 2022

Description of Business and Basis of Presentation [Abstract]

Description Of Business And Basis Of Presentation

Note 1 – Description of Business and Basis of Presentation

Description of business

Monro, Inc. and its direct and indirect subsidiaries (together, “Monro”, the “Company”, “we”, “us”, or “our”), are engaged principally in providing automotive undercar repair and tire replacement sales and tire related services in the United States. Monro had 1,303 Company-operated retail stores located in 32 states and 80 franchised locations as of June 25, 2022.

A certain number of our retail locations also service commercial customers. Our locations that serve commercial customers generally operate consistently with our other retail locations, except that the sales mix for these locations includes a higher number of commercial tires.

Monro’s operations are organized and managed as one single segment designed to offer to our customers replacement tires and tire related services, automotive undercar repair services as well as a broad range of routine maintenance services, primarily on passenger cars, light trucks and vans. We also provide other products and services for brakes; mufflers and exhaust systems; and steering, drive train, suspension and wheel alignment.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. While these statements reflect all adjustments (consisting of items of a normal recurring nature) that are, in the opinion of management, necessary for a fair statement of the results of the interim period, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“U.S. GAAP”) for complete financial statement presentation. The consolidated financial statements should be read in conjunction with the financial statement disclosures in our Form 10-K for the fiscal year ended March 26, 2022.

We use the same significant accounting policies in preparing quarterly and annual financial statements. For a description of our significant accounting policies followed in the preparation of the financial statements, see Note 1 of our Form 10-K for the fiscal year ended March 26, 2022.

Due to the seasonal nature of our business, quarterly operating results and cash flows are not necessarily indicative of the results that may be expected for other interim periods or the full year.

Fiscal year

We operate on a 52/53 week fiscal year ending on the last Saturday in March. Fiscal years 2023 and 2022 each contain 52 weeks. Unless specifically indicated otherwise, any references to “2023” or “fiscal 2023” and “2022” or “fiscal 2022” relate to the years ending March 25, 2023 and March 26, 2022, respectively.

Recent accounting pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance which requires an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination as if they entered into the original contract at the same time and same date as the acquiree. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact of adopting this guidance.

Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification) and the SEC did not or are not expected to have a material effect on our consolidated financial statements.

Working capital management

As part of our ongoing efforts to manage our working capital and improve our cash flow, we work with suppliers to optimize our purchasing terms and conditions, including extending payment terms. We also facilitate a voluntary supply chain financing program to provide some of our suppliers with the opportunity to sell receivables due from us (our accounts payable) to a participating financial institution at the sole discretion of both the supplier and the financial institution. Should a supplier choose to participate in the program, it will receive payment from the financial institution in advance of agreed payment terms; our responsibility is limited to

making payments to the respective financial institution on the terms originally negotiated with our supplier. We have concluded that the program is a trade payable program and not indicative of a borrowing arrangement.

Supplemental information

Property and equipment, net: Property and equipment balances are shown on the Consolidated Balance Sheets net of accumulated depreciation of $411.8 million and $414.2 million as of June 25, 2022 and March 26, 2022, respectively.

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Acquisitions and Divestitures

3 Months Ended

Jun. 25, 2022

Acquisitions And Divestitures [Abstract]

Acquisitions And Divestitures

Note 2 – Acquisitions and Divestitures

Acquisitions

Monro’s acquisitions are strategic moves in our plan to fill in and expand our presence in our existing and contiguous markets, expand into new markets and leverage fixed operating costs such as advertising and administration. Acquisitions in this note generally include acquisitions of five or more locations as well as acquisitions of one to four locations that are part of our greenfield store growth strategy.

2022

On April 25, 2021, we acquired 30 retail tire and automotive repair stores located in California from Mountain View Tire & Service, Inc. These stores operate under the Mountain View Tire & Service name. The acquisition was financed through our Credit Facility, as defined in Note 8. The results of operations for this acquisition are included in our financial results from the acquisition date.

The acquisition resulted in goodwill related to, among other things, growth opportunities, synergies and economies of scale expected from combining the business with ours, as well as unidentifiable intangible assets. All of the goodwill is expected to be deductible for tax purposes.

We expensed all costs related to the acquisition in the three months ended June 26, 2021. The total costs related to the completed acquisition were $0.3 million and these costs are included in the Consolidated Statements of Income and Comprehensive Income primarily under operating, selling, general and administrative (“OSG&A”) expenses.

Sales related to the completed acquisition totaled $7.9 million for the period from acquisition date through June 26, 2021.

Supplemental pro forma information for the current or prior reporting periods has not been presented due to the impracticability of obtaining detailed, accurate or reliable data for the periods the acquired entities were not owned by Monro.

We accounted for the 2022 acquisition as a business combination using the acquisition method of accounting and we finalized the purchase accounting related to the 2022 acquisition during 2023. As a result of the updated purchase price allocation for the 2022 acquisition, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments resulted from updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The measurement period adjustments were not material to the Consolidated Balance Sheet as of June 25, 2022 and the Consolidated Statement of Income and Comprehensive Income for the three months ended June 25, 2022.

The acquired assets and liabilities assumed were recorded at their assigned acquisition-date fair values and were consolidated with those of the Company as of the acquisition date. The consideration transferred and net liabilities assumed were recorded as goodwill.

2022 Acquisition-date Fair Values Assigned
(thousands)
Inventory	$	937
Other current assets		217
Property and equipment		2,939
Finance lease and financing obligation assets		15,758
Operating lease assets		17,545
Intangible assets		2,211
Other non-current assets		63
Long-term deferred income tax assets		4,001
Total assets acquired		43,671
Current portion of finance leases and financing obligations		1,447
Current portion of operating lease liabilities		1,698
Deferred revenue		955
Other current liabilities		208
Long-term finance leases and financing obligations		21,957
Long-term operating lease liabilities		22,447
Other long-term liabilities		754
Total liabilities assumed		49,466
Total net identifiable liabilities assumed	$	(5,795)
Total consideration transferred	$	62,127
Less: total net identifiable liabilities assumed		(5,795)
Goodwill	$	67,922

The total consideration of $62.1 million is comprised of $61.0 million in cash and $1.1 million which is due upon finalization of certain lease assignment terms for one store location.

We recorded $2.2 million amortizable intangible assets, including a customer list and a trade name, with a weighted-average amortizable period of approximately eight years. We have recorded acquired right-of-use assets at the present value of remaining lease payments adjusted to reflect favorable or unfavorable market terms of the lease.

We continue to refine the valuation data and estimates primarily related to inventory, warranty reserves, intangible assets, real property leases, and certain liabilities for the 2022 acquisitions that closed subsequent to June 26, 2021 and expect to complete the valuations no later than the first anniversary date of the acquisition. We anticipate that adjustments will continue to be made to the fair values of identifiable assets acquired and liabilities assumed, and those adjustments may or may not be material.

Divestitures

On June 17, 2022, we completed the divestiture of assets relating to our wholesale tire operations (seven locations) and internal tire distribution operations to American Tire Distributors, Inc. (“ATD”). We received $62 million from ATD at the closing of the transaction, of which $5 million is currently being held in escrow. The remaining $40 million (“Earnout”) of the total consideration of $102 million will be paid quarterly over approximately two years based on our tire purchases from or through ATD pursuant to a distribution and fulfillment agreement with ATD. Under the distribution agreement, ATD agreed to supply and sell tires to retail locations we own. After ATD satisfies the Earnout payments, our company-owned retail stores will be required to purchase at least 90 percent of their forecasted requirements for certain passenger car tires, light truck replacement tires, and medium truck tires from or through ATD. Any tires that ATD is unable to supply or fulfill from those categories will be excluded from the calculation of our requirements for tires. The initial term of the distribution agreement is five years after the completion of the Earnout Period, with automatic 12-month renewal periods thereafter. The divestiture enables us to focus our resources on our core retail business operations. In connection with this transaction, we recognized a pre-tax gain of $2.4 million within OSG&A expenses. We also expensed $1.2 million of closing costs and costs associated with the closing of a related warehouse within OSG&A expenses. The divestiture did not meet the criteria to be reported as discontinued operations in our consolidated financial statements as our decision to divest this business did not represent a strategic shift that will have a major effect on our operations and financial results. For additional information regarding discrete tax impacts because of the divestiture, see Note 4.

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Earnings Per Common Share

3 Months Ended

Jun. 25, 2022

Earnings Per Common Share [Abstract]

Earnings Per Common Share

Note 3 – Earnings per Common Share

Basic earnings per common share amounts are calculated by dividing income available to common shareholders, after deducting preferred stock dividends, by the weighted average number of shares of common stock outstanding. Diluted earnings per common share amounts are calculated by dividing net income by the weighted average number of shares of common stock outstanding adjusted to give effect to potentially dilutive securities.

Earnings per Common Share	Three Months Ended
(thousands, except per share data)	June 25, 2022		June 26, 2021
Numerator for earnings per common share calculation:
Net income	$	12,484	$	15,681
Less: Preferred stock dividends		(129)		(110)
Income available to common shareholders	$	12,355	$	15,571
Denominator for earnings per common share calculation:
Weighted average common shares - basic		33,483		33,498
Effect of dilutive securities:
Preferred stock		460		460
Stock based awards		43		64
Weighted average common shares - diluted		33,986		34,022
Basic earnings per common share	$	0.37	$	0.46
Diluted earnings per common share	$	0.37	$	0.46

Weighted average common share equivalents that have an anti-dilutive impact are excluded from the computation of diluted earnings per share. 

 

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Income Taxes	3 Months Ended
	Jun. 25, 2022
Income Taxes [Abstract]
Income Taxes	Note 4 – Income Taxes For the three months ended June 25, 2022, our effective income tax rate was 39.6 percent, compared to 25.4 percent for the three months ended June 26, 2021. Our effective income tax rate for the three months ended June 25, 2022 was higher by 12.8 percent because of discrete tax impacts from the divestiture of assets relating to our wholesale tire operations and internal tire distribution operations as well as the revaluation of deferred tax balances due to changes in the mix of pre-tax income in various U.S. state jurisdictions because of the divestiture. Our effective income tax rate for the three months ended June 25, 2022 was also higher by 0.8 percent due to the discrete tax impact related to share-based awards.

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Fair Value

3 Months Ended

Jun. 25, 2022

Fair Value [Abstract]

Fair Value

Note 5 – Fair Value

Long-term debt had a carrying amount that approximates a fair value of $110.0 million as of June 25, 2022, as compared to a carrying amount and a fair value of $176.5 million as of March 26, 2022. The carrying value of our debt approximated its fair value due to the variable interest nature of the debt.

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Cash Dividend

3 Months Ended

Jun. 25, 2022

Cash Dividend [Abstract]

Cash Dividend

Note 6 – Cash Dividend

We paid dividends of $9.5 million during the three months ended June 25, 2022. The declaration and payment of future dividends will be at the discretion of the Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with charter and Credit Facility restrictions, and such other factors as the Board of Directors deems relevant. Under our Credit Facility, there are no restrictions on our ability to declare dividends as long as we are in compliance with the covenants in the Credit Facility. For additional information regarding our Credit Facility, see Note 8.

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Revenue

3 Months Ended

Jun. 25, 2022

Revenue [Abstract]

Revenue

Note 7 – Revenues

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

Revenue from automotive undercar repair, tire replacement sales and tire related services is recognized at the time the customers take possession of their vehicle or merchandise. For sales to certain customers that are financed through the offering of credit on account, payment terms are established for customers based on our pre-established credit requirements. Payment terms may vary depending on the customer and generally are 30 days. Based on the nature of receivables, no significant financing components exist. Sales are recorded net of discounts, sales incentives and rebates, sales taxes and estimated returns and allowances. We estimate the reduction to sales and cost of sales for returns based on current sales levels and our historical return experience. Such amounts are immaterial to our consolidated financial statements.

Revenues	Three Months Ended
(thousands)	June 25, 2022		June 26, 2021
Tires (a)	$	173,064	$	176,229
Maintenance		90,292		84,459
Brakes		49,155		45,975
Steering		29,981		28,266
Exhaust		6,275		5,789
Other		768		1,100
Total	$	349,535	$	341,818

(a) Includes the sale of tire road hazard warranty agreements and tire delivery commissions.

Revenue from the sale of tire road hazard warranty agreements is initially deferred and is recognized over the contract period as costs are expected to be incurred in performing such services, typically 21 to 36 months. The deferred revenue balances at June 25, 2022 and March 26, 2022 were $21.1 million and $20.6 million, respectively, of which $14.5 million and $14.2 million, respectively, are reported in Deferred revenue and $6.6 million and $6.4 million, respectively, are reported in Other long-term liabilities in our Consolidated Balance Sheets.

Changes in Deferred Revenue
(thousands)
Balance at March 26, 2022	$	20,632
Deferral of revenue		5,665
Recognition of revenue		(5,184)
Balance at June 25, 2022	$	21,113

As of June 25, 2022, we expect to recognize $12.0 million of deferred revenue related to road hazard warranty agreements in the remainder of fiscal 2023, $7.2 million of deferred revenue during our fiscal year ending March 31, 2024, and $1.9 million of deferred revenue thereafter.

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

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Long-Term Debt

3 Months Ended

Jun. 25, 2022

Long-Term Debt [Abstract]

Long-Term Debt

Note 8 – Long-term Debt

In April 2019, we entered into a new five year $600 million revolving credit facility agreement with eight banks (the “Credit Facility”). Interest only is payable monthly throughout the Credit Facility’s term. The borrowing capacity for the Credit Facility of $600 million includes an accordion feature permitting us to request an increase in availability of up to an additional $250 million. The Credit Facility initially bore interest at 75 to 200 basis points over the London Interbank Offered Rate (“LIBOR”) (or replacement index) or at the prime rate, depending on the type of borrowing and the rates then in effect.

On June 11, 2020, we entered into a First Amendment to the Credit Facility (the “First Amendment”), which, among other things, amended the terms of certain of the financial and restrictive covenants in the credit agreement through the first quarter of fiscal 2022 to provide us with additional flexibility to operate our business. The First Amendment amended the interest rate charged on borrowings to be based on the greater of adjusted one-month LIBOR or 0.75 percent. For the period from June 30, 2020 to June 30, 2021, the minimum interest rate spread charged on borrowings was 225 basis points over LIBOR. Additionally, during the same

period, we were permitted to declare, make or pay any dividend or distribution up to $38.5 million in the aggregate and the acquisition of stores or other businesses up to $100 million in the aggregate were permitted if we were in compliance with the financial covenants and other restrictions in the First Amendment and Credit Facility. As of July 1, 2021, the ability of our Board of Directors to declare, make or pay any dividend or distribution and our ability to acquire stores or other businesses is no longer restricted by the terms of the Credit Facility, as amended by the First Amendment. The Credit Facility requires fees payable quarterly throughout the term between 0.125 percent and 0.35 percent of the amount of the average net availability under the Credit Facility during the preceding quarter.

On October 5, 2021, we entered into a Second Amendment to the Credit Facility (the “Second Amendment”). The Second Amendment, which among other things, amends certain of the financial terms in the Credit Agreement, as amended by the First Amendment. Specifically, the First Amendment had amended the interest rate charged on borrowings to be based on the greater of adjusted one-month LIBOR or 0.75 percent. The Second Amendment amended the interest rate to be based on the greater of adjusted one-month LIBOR or 0.00 percent. In addition, the Second Amendment updated certain provisions regarding a successor interest rate to LIBOR. Except as amended by the First Amendment and Second Amendment, the remaining terms of the credit agreement remain in full force and effect.

Within the Credit Facility, we have a sub-facility of $80 million available for the purpose of issuing standby letters of credit. The sub-facility requires fees aggregating 87.5 to 212.5 basis points annually of the face amount of each standby letter of credit, payable quarterly in arrears. There was a $29.6 million outstanding letter of credit at June 25, 2022.

There was $110.0 million outstanding and $460.4 million available under the Credit Facility at June 25, 2022.

We were in compliance with all debt covenants at June 25, 2022.

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Commitments and Contingencies

3 Months Ended

Jun. 25, 2022

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 9 – Commitments and Contingencies

Commitments

Commitments Due by Period				Within		2 to		4 to		After
(thousands)		Total		1 Year		3 Years		5 Years		5 Years
Principal payments on long-term debt	$	110,000			$	110,000
Finance lease commitments/financing obligations (a)		475,700	$	57,188		108,474	$	98,145	$	211,893
Operating lease commitments (a)		257,953		40,764		74,930		60,267		81,992
Accrued rent		764		674		34		25		31
Other liabilities		92		92		—		—		—
Total	$	844,509	$	98,718	$	293,438	$	158,437	$	293,916

(a)Finance and operating lease commitments represent future undiscounted lease payments and include $98.5 million and $63.6 million, respectively, related to options to extend lease terms that are reasonably certain of being exercised.

Contingencies

We are currently a party to various claims and legal proceedings incidental to the conduct of our business. If management believes that a loss arising from any of these matters is probable and can reasonably be estimated, we will record the amount of the loss, or the minimum estimated liability when the loss is estimated using a range, and no point within the range is more probable than another. As additional information becomes available, any potential liability related to these matters is assessed and the estimates are revised, if necessary. Litigation is subject to inherent uncertainties, and unfavorable rulings could occur and may include monetary damages. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on the financial position and results of operations of the period in which any such ruling occurs, or in future periods.

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Share Repurchase

3 Months Ended

Jun. 25, 2022

Share Repurchase [Abstract]

Share Repurchase

Note 10 – Share Repurchase

On May 19, 2022, our Board of Directors authorized a share repurchase program for the repurchase of up to $150 million of shares of our common stock. The Board of Directors did not specify a date upon which the authorization will expire. Shares repurchased under this authorization will become treasury shares.

We periodically repurchased shares of our common stock under the repurchase program through open market transactions.

Share Repurchase Activity	Three Months Ended
(thousands, except per share data)	June 25, 2022
Number of shares purchased		413.6
Average price paid per share	$	41.60
Total repurchased	$	17,216

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Description of Business and Basis of Presentation (Policy)

3 Months Ended

Jun. 25, 2022

Description of Business and Basis of Presentation [Abstract]

Description Of Business

Description of business

Monro, Inc. and its direct and indirect subsidiaries (together, “Monro”, the “Company”, “we”, “us”, or “our”), are engaged principally in providing automotive undercar repair and tire replacement sales and tire related services in the United States. Monro had 1,303 Company-operated retail stores located in 32 states and 80 franchised locations as of June 25, 2022.

A certain number of our retail locations also service commercial customers. Our locations that serve commercial customers generally operate consistently with our other retail locations, except that the sales mix for these locations includes a higher number of commercial tires.

Monro’s operations are organized and managed as one single segment designed to offer to our customers replacement tires and tire related services, automotive undercar repair services as well as a broad range of routine maintenance services, primarily on passenger cars, light trucks and vans. We also provide other products and services for brakes; mufflers and exhaust systems; and steering, drive train, suspension and wheel alignment.

Basis Of Presentation

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial statements. While these statements reflect all adjustments (consisting of items of a normal recurring nature) that are, in the opinion of management, necessary for a fair statement of the results of the interim period, they do not include all of the information and footnotes required by United States generally accepted accounting principles (“U.S. GAAP”) for complete financial statement presentation. The consolidated financial statements should be read in conjunction with the financial statement disclosures in our Form 10-K for the fiscal year ended March 26, 2022.

We use the same significant accounting policies in preparing quarterly and annual financial statements. For a description of our significant accounting policies followed in the preparation of the financial statements, see Note 1 of our Form 10-K for the fiscal year ended March 26, 2022.

Due to the seasonal nature of our business, quarterly operating results and cash flows are not necessarily indicative of the results that may be expected for other interim periods or the full year.

Fiscal Year

Fiscal year

We operate on a 52/53 week fiscal year ending on the last Saturday in March. Fiscal years 2023 and 2022 each contain 52 weeks. Unless specifically indicated otherwise, any references to “2023” or “fiscal 2023” and “2022” or “fiscal 2022” relate to the years ending March 25, 2023 and March 26, 2022, respectively.

Recent Accounting Pronouncements

Recent accounting pronouncements

In October 2021, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance which requires an acquiring entity to recognize and measure contract assets and contract liabilities acquired in a business combination as if they entered into the original contract at the same time and same date as the acquiree. This guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2022. Early adoption is permitted. We are currently evaluating the impact of adopting this guidance.

Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification) and the SEC did not or are not expected to have a material effect on our consolidated financial statements.

Working capital management

Working capital management

As part of our ongoing efforts to manage our working capital and improve our cash flow, we work with suppliers to optimize our purchasing terms and conditions, including extending payment terms. We also facilitate a voluntary supply chain financing program to provide some of our suppliers with the opportunity to sell receivables due from us (our accounts payable) to a participating financial institution at the sole discretion of both the supplier and the financial institution. Should a supplier choose to participate in the program, it will receive payment from the financial institution in advance of agreed payment terms; our responsibility is limited to

making payments to the respective financial institution on the terms originally negotiated with our supplier. We have concluded that the program is a trade payable program and not indicative of a borrowing arrangement.

Supplemental information

Supplemental information

Property and equipment, net: Property and equipment balances are shown on the Consolidated Balance Sheets net of accumulated depreciation of $411.8 million and $414.2 million as of June 25, 2022 and March 26, 2022, respectively.

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Acquisitions and Divestitures (Tables)

3 Months Ended

Jun. 25, 2022

Acquisitions And Divestitures [Abstract]

Schedule Of Purchase Price Allocation

2022 Acquisition-date Fair Values Assigned
(thousands)
Inventory	$	937
Other current assets		217
Property and equipment		2,939
Finance lease and financing obligation assets		15,758
Operating lease assets		17,545
Intangible assets		2,211
Other non-current assets		63
Long-term deferred income tax assets		4,001
Total assets acquired		43,671
Current portion of finance leases and financing obligations		1,447
Current portion of operating lease liabilities		1,698
Deferred revenue		955
Other current liabilities		208
Long-term finance leases and financing obligations		21,957
Long-term operating lease liabilities		22,447
Other long-term liabilities		754
Total liabilities assumed		49,466
Total net identifiable liabilities assumed	$	(5,795)
Total consideration transferred	$	62,127
Less: total net identifiable liabilities assumed		(5,795)
Goodwill	$	67,922

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Earnings Per Common Share (Tables)

3 Months Ended

Jun. 25, 2022

Earnings Per Common Share [Abstract]

Reconciliation Of Basic And Diluted Earnings Per Share

Earnings per Common Share	Three Months Ended
(thousands, except per share data)	June 25, 2022		June 26, 2021
Numerator for earnings per common share calculation:
Net income	$	12,484	$	15,681
Less: Preferred stock dividends		(129)		(110)
Income available to common shareholders	$	12,355	$	15,571
Denominator for earnings per common share calculation:
Weighted average common shares - basic		33,483		33,498
Effect of dilutive securities:
Preferred stock		460		460
Stock based awards		43		64
Weighted average common shares - diluted		33,986		34,022
Basic earnings per common share	$	0.37	$	0.46
Diluted earnings per common share	$	0.37	$	0.46

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Revenue (Tables)

3 Months Ended

Jun. 25, 2022

Revenue [Abstract]

Schedule Of Disaggregated Revenue By Product Group

Revenues	Three Months Ended
(thousands)	June 25, 2022		June 26, 2021
Tires (a)	$	173,064	$	176,229
Maintenance		90,292		84,459
Brakes		49,155		45,975
Steering		29,981		28,266
Exhaust		6,275		5,789
Other		768		1,100
Total	$	349,535	$	341,818

(a) Includes the sale of tire road hazard warranty agreements and tire delivery commissions.

Schedule Of Changes In Deferred Revenue

Changes in Deferred Revenue
(thousands)
Balance at March 26, 2022	$	20,632
Deferral of revenue		5,665
Recognition of revenue		(5,184)
Balance at June 25, 2022	$	21,113

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Commitments and Contingencies (Tables)

3 Months Ended

Jun. 25, 2022

Commitments and Contingencies [Abstract]

Schedule Of Payments Due By Period

Commitments Due by Period				Within		2 to		4 to		After
(thousands)		Total		1 Year		3 Years		5 Years		5 Years
Principal payments on long-term debt	$	110,000			$	110,000
Finance lease commitments/financing obligations (a)		475,700	$	57,188		108,474	$	98,145	$	211,893
Operating lease commitments (a)		257,953		40,764		74,930		60,267		81,992
Accrued rent		764		674		34		25		31
Other liabilities		92		92		—		—		—
Total	$	844,509	$	98,718	$	293,438	$	158,437	$	293,916

(a)Finance and operating lease commitments represent future undiscounted lease payments and include $98.5 million and $63.6 million, respectively, related to options to extend lease terms that are reasonably certain of being exercised.

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Share Repurchase (Tables)

3 Months Ended

Jun. 25, 2022

Share Repurchase [Abstract]

Schedule Of Share Repurchase Activity

Share Repurchase Activity	Three Months Ended
(thousands, except per share data)	June 25, 2022
Number of shares purchased		413.6
Average price paid per share	$	41.60
Total repurchased	$	17,216

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Description of Business and Basis of Presentation (Narrative) (Details) $ in Millions	3 Months Ended
	Jun. 25, 2022 USD ($) store segment state item	Mar. 26, 2022 USD ($)
Description of Business and Basis of Presentation [Abstract]
Company operated retail stores | store	1,303
Number of states in which entity operates | state	32
Number of franchised locations | item	80
Property and equipment accumulated depreciation | $	$ 411.8	$ 414.2
Number of operating segments | segment	1

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Acquisitions and Divestitures (Narrative) (Details) $ in Thousands			3 Months Ended
	Jun. 17, 2022 USD ($) item	Apr. 25, 2021 item	Jun. 25, 2022 USD ($) property
Acquisitions And Divestitures [Line Items]
Store acquisitions related to acquisition growth strategy | property			5
American Tire Distributors [Member] | Disposal Group, Not Discontinued Operations [Member]
Acquisitions And Divestitures [Line Items]
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax	$ 2,400
Number of wholesale locations | item	7
Amount received at closing of transaction	$ 62,000
Amount held in escrow	5,000
Total conideration amount	102,000
Disposal Group, Including Discontinued Operation, Consideration, Term			2 years
Disposal Group, Closing Costs	1,200
Maximum [Member]
Acquisitions And Divestitures [Line Items]
Store acquisitions related to greenfield store growth strategy | property			4
Minimum [Member]
Acquisitions And Divestitures [Line Items]
Store acquisitions related to greenfield store growth strategy | property			1
Remaining Consideration [Member] | American Tire Distributors [Member] | Disposal Group, Not Discontinued Operations [Member]
Acquisitions And Divestitures [Line Items]
Total conideration amount	$ 40,000
Mountain View Tire And Service [Member]
Acquisitions And Divestitures [Line Items]
Number of repair stores acquired | item		30
Acquisition date		Apr. 25, 2021
Costs related to completed acquisitions			$ 300
Sales for acquired entities			7,900
Fiscal 2022 Acquisitions [Member]
Acquisitions And Divestitures [Line Items]
Total consideration transferred			62,127
Total consideration transferred, portion in cash			61,000
Payable to a seller			1,100
Fiscal 2022 Acquisitions [Member] | Customer List and Trade Name [Member]
Acquisitions And Divestitures [Line Items]
Intangible assets			$ 2,200
Weighted average useful life			8 years

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Acquisitions and Divestitures (Schedule Of Purchase Price Allocation) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 25, 2022	Mar. 26, 2022
Purchase price of acquisitions allocation
Goodwill	$ 730,293	$ 776,714
Fiscal 2022 Acquisitions [Member]
Purchase price of acquisitions allocation
Inventory	937
Other current assets	217
Property and equipment	2,939
Finance lease and financing obligation assets	15,758
Operating lease assets	17,545
Intangible assets	2,211
Other non-current assets	63
Long-term deferred income tax assets	4,001
Total assets acquired	43,671
Current portion of finance leases and financing obligations	1,447
Current portion of operating lease liabilities	1,698
Deferred revenue	955
Other current liabilities	208
Long-term finance leases and financing obligations	21,957
Long-term operating lease liabilities	22,447
Other long-term liabilities	754
Total liabilities assumed	49,466
Total net identifiable liabilities assumed	(5,795)
Total consideration transferred	62,127
Less: total net identifiable liabilities assumed	(5,795)
Goodwill	$ 67,922

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Earnings Per Common Share (Reconciliation Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Jun. 25, 2022	Jun. 26, 2021
Numerator for earnings per common share calculation:
Net income	$ 12,484	$ 15,681
Less: Preferred stock dividends	(129)	(110)
Income available to common shareholders	$ 12,355	$ 15,571
Denominator for earnings per common share calculation:
Weighted average common shares - basic	33,483	33,498
Effect of dilutive securities:
Preferred stock	460	460
Stock based awards	43	64
Weighted average common shares - diluted	33,986	34,022
Basic earnings per common share	$ 0.37	$ 0.46
Diluted earnings per common share	$ 0.37	$ 0.46

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Income Taxes (Narrative) (Details)	3 Months Ended
	Jun. 25, 2022	Jun. 26, 2021
Income Taxes [Abstract]
Effective income tax rate	39.60%	25.40%
Effective Income Tax Rate Reconciliation, Disposition of Business, Percent	12.80%
Discrete tax impact related to share-based payments, Percent	0.80%

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Fair Value (Narrative) (Details) - USD ($) $ in Millions	Jun. 25, 2022	Mar. 26, 2022
Fair Value [Abstract]
Carrying amount of long-term debt ( including current portion)	$ 110.0	$ 176.5

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Cash Dividend (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 25, 2022	Jun. 26, 2021
Cash Dividend [Abstract]
Dividends to shareholders	$ 9,466	$ 8,152

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Revenue (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 25, 2022	Mar. 26, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Payment term	30 days
Deferred revenue	$ 21,113	$ 20,632
Deferred revenue, current	14,500	14,153
Deferred revenue, noncurrent	$ 6,600	$ 6,400
Tire Road Hazard Warranty [Member] | Minimum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognition, contract term	21 months
Tire Road Hazard Warranty [Member] | Maximum [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognition, contract term	36 months

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Revenue (Performance Obligation) (Narrative) (Details) $ in Millions	Jun. 25, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-06-25
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue, performance obligation	$ 12.0
Deferred revenue, timing of satisfaction	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-03-26
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue, performance obligation	$ 7.2
Deferred revenue, timing of satisfaction	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-03-30
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Deferred revenue, performance obligation	$ 1.9
Deferred revenue, timing of satisfaction	1 year

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Revenue (Schedule Of Disaggregated Revenue By Product Group) (Details) - USD ($) $ in Thousands	3 Months Ended
	Jun. 25, 2022	Jun. 26, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 349,535	$ 341,818
Tires [Member]
Disaggregation of Revenue [Line Items]
Revenues	173,064	176,229
Maintenance [Member]
Disaggregation of Revenue [Line Items]
Revenues	90,292	84,459
Brakes [Member]
Disaggregation of Revenue [Line Items]
Revenues	49,155	45,975
Steering [Member]
Disaggregation of Revenue [Line Items]
Revenues	29,981	28,266
Exhaust [Member]
Disaggregation of Revenue [Line Items]
Revenues	6,275	5,789
Other [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 768	$ 1,100

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Revenue (Schedule Of Changes In Deferred Revenue) (Details) $ in Thousands	3 Months Ended
	Jun. 25, 2022 USD ($)
Revenue [Abstract]
Balance	$ 20,632
Deferral of revenue	5,665
Recognition of revenue	(5,184)
Balance	$ 21,113

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Long-Term Debt (Narrative) (Details)	3 Months Ended
	Jun. 25, 2022 USD ($) entity
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Credit facility term	5 years
Revolving credit facility agreement	$ 600,000,000
Number of banks involved in credit facility | entity	8
Credit facility, Potential increased availability	$ 250,000,000
Net availability under the credit facility	460,400,000
Amount outstanding under credit facility	110,000,000.0
First Amendment To Credit Facility [Member]
Debt Instrument [Line Items]
Allowable dividend or distribution	38,500,000
Allowable acquisitions	$ 100,000,000
Interest rate	0.75%
Second Amendment To Credit Facility [Member]
Debt Instrument [Line Items]
Interest rate	0.00%
Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Revolving credit facility agreement	$ 80,000,000
Letters of credit outstanding	$ 29,600,000
Minimum [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Percentage of fees on amount available	0.125%
Minimum [Member] | Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate over LIBOR on the facility	0.75%
Minimum [Member] | First Amendment To Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate over LIBOR on the facility	2.25%
Minimum [Member] | Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Percentage of fees on amount available	0.875%
Maximum [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Percentage of fees on amount available	0.35%
Maximum [Member] | Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Interest rate over LIBOR on the facility	2.00%
Maximum [Member] | Standby Letters of Credit [Member]
Debt Instrument [Line Items]
Percentage of fees on amount available	2.125%

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Commitments and Contingencies (Schedule Of Payments Due By Period) (Details) $ in Thousands	3 Months Ended
	Jun. 25, 2022 USD ($)
Commitments and Contingencies [Abstract]
Principal payments on long-term debt, Total	$ 110,000
Principal payments on long-term debt, 2 to 3 years	110,000
Finance lease commitments/financing obligations, Total	475,700	[1]
Finance lease commitments/financing obligations, Within 1 Year	57,188	[1]
Finance lease commitments/financing obligations, 2 to 3 Years	108,474	[1]
Finance lease commitments/financing obligations, 4 to 5 Years	98,145	[1]
Finance lease commitments/financing obligations, After 5 Years	211,893	[1]
Operating lease commitments, Total	257,953	[1]
Operating lease commitments, Within 1 year	40,764	[1]
Operating lease commitments, 2 to 3 years	74,930	[1]
Operating lease commitments, 4 to 5 years	60,267	[1]
Operating lease commitments, After 5 years	81,992	[1]
Accrued rent, Total	764
Accrued rent, Within 1 year	674
Accrued rent, 2 to 3 Years	34
Accrued rent, 4 to 5 Years	25
Accrued rent, After 5 Years	31
Other liabilities, Total	92
Other liabilities, Within 1 year	92
Other liabilities, 4 to 5 years
Other liabilities, After 5 years
Contractual commitments, Total	844,509
Contractual commitments, Within 1 year	98,718
Contractual commitments, 2 to 3 years	293,438
Contractual commitments, 4 to 5 years	158,437
Contractual commitments, After 5 years	293,916
Finance lease payments, related to options to extend, reasonable certain of being exercised	98,500
Operating lease payments, related to options to extend, reasonably certain of being exercised	$ 63,600

[1] Finance and operating lease commitments represent future undiscounted lease payments and include $98.5 million and $63.6 million, respectively, related to options to extend lease terms that are reasonably certain of being exercised.

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Share Repurchase (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Jun. 25, 2022	May 19, 2022
Share Repurchase [Abstract]
Share repurchase program, authorized amount		$ 150
Number of shares purchased	413,600
Average price paid per share	$ 41.60
Total repurchased	$ 17,216