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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________
FORM
____________________________________________________________
(Mark One)
For the quarterly period ended
OR
For the transition period from _____________ to _____________
Commission File Number:
____________________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________________
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(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
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(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (
_________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically 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). 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.
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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
As of July 22, 2022,
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
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(thousands, except footnotes) (unaudited) |
| June 25, 2022 |
| March 26, 2022 | ||
Assets |
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Current assets |
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Cash and equivalents |
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Accounts receivable |
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Inventories |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Finance lease and financing obligation assets, net |
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Operating lease assets, net |
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Goodwill |
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Intangible assets, net |
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Other non-current assets |
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Long-term deferred income tax assets |
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Total assets |
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| $ | |
Liabilities and shareholders equity |
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Current liabilities |
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Current portion of finance leases and financing obligations |
| $ | |
| $ | |
Current portion of operating lease liabilities |
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Accounts payable |
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Federal and state income taxes payable |
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Accrued payroll, payroll taxes and other payroll benefits |
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Accrued insurance |
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Deferred revenue |
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Other current liabilities |
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Total current liabilities |
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Long-term debt |
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Long-term finance leases and financing obligations |
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Long-term operating lease liabilities |
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Other long-term liabilities |
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Long-term deferred income tax liabilities |
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Long-term income taxes payable |
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Total liabilities |
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Commitments and contingencies - Note 9 |
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Shareholders equity: |
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Class C Convertible Preferred stock |
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Common stock |
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Treasury stock |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Total shareholders equity |
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Total liabilities and shareholders equity |
| $ | |
| $ | |
Class C Convertible Preferred stock Authorized
Common stock Authorized
Treasury stock
See accompanying Notes to Consolidated Financial Statements.
Consolidated Statements of Income and Comprehensive Income
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| Three Months Ended | ||||
(thousands, except per share data) (unaudited) |
| June 25, 2022 |
| June 26, 2021 | ||
Sales |
| $ | |
| $ | |
Cost of sales, including distribution and occupancy costs |
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Gross profit |
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Operating, selling, general and administrative expenses |
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Operating income |
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Interest expense, net of interest income |
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Other income, net |
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Income before income taxes |
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Provision for income taxes |
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Net income |
| $ | |
| $ | |
Other comprehensive loss |
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Changes in pension, net of tax |
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Other comprehensive loss |
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Comprehensive income |
| $ | |
| $ | |
Earnings per share |
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Basic |
| $ | |
| $ | |
Diluted |
| $ | |
| $ | |
Weighted average common shares outstanding |
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Basic |
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Diluted |
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See accompanying Notes to Consolidated Financial Statements.
Consolidated Statements of Changes in Shareholders’ Equity
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| Class C |
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| Accumulated |
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| Convertible |
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| Additional |
| Other |
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| 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 |
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| $ | |
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| $ | |
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| $ | ( |
| $ | |
| $ | ( |
| $ | |
| $ | |
Net income |
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Other comprehensive loss |
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Pension liability adjustment |
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Dividends declared |
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Preferred |
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Common |
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Dividend payable |
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Stock options and restricted stock |
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Stock-based compensation |
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Balance at June 26, 2021 |
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| $ | |
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| $ | |
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| $ | ( |
| $ | |
| $ | ( |
| $ | |
| $ | |
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Balance at March 26, 2022 |
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| $ | |
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| $ | |
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| $ | ( |
| $ | |
| $ | ( |
| $ | |
| $ | |
Net income |
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Other comprehensive loss |
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Pension liability adjustment |
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| ( |
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Dividends declared |
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Preferred |
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Common |
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Dividend payable |
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Repurchase of stock |
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Stock options and restricted stock |
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Stock-based compensation |
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Balance at June 25, 2022 |
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| $ | |
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| $ | |
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| $ | ( |
| $ | |
| $ | ( |
| $ | |
| $ | |
We declared $
See accompanying Notes to Consolidated Financial Statements.
Consolidated Statements of Cash Flows
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| Three Months Ended | ||||
(thousands) (unaudited) |
| June 25, 2022 |
| June 26, 2021 | ||
Operating activities |
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Net income |
| $ | |
| $ | |
Adjustments to reconcile net income to cash provided by operating activities: |
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Depreciation and amortization |
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Share-based compensation expense |
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Loss (gain) on disposal of assets |
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Gain on divestiture |
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| — |
Deferred income tax expense |
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Change in operating assets and liabilities (excluding acquisitions) |
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Accounts receivable |
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| ( |
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Inventories |
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Other current assets |
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Other non-current assets |
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Accounts payable |
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Accrued expenses |
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Federal and state income taxes payable |
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Other long-term liabilities |
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Long-term income taxes payable |
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Cash provided by operating activities |
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Investing activities |
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Capital expenditures |
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Acquisitions, net of cash acquired |
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Proceeds from divestiture |
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Proceeds from the disposal of assets |
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Other |
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Cash provided by (used for) investing activities |
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Financing activities |
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Proceeds from borrowings |
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Principal payments on long-term debt, finance leases and financing obligations |
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Repurchase of stock |
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Exercise of stock options |
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Dividends paid |
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Cash used for financing activities |
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Increase (decrease) in cash and equivalents |
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Cash and equivalents at beginning of period |
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Cash and equivalents at end of period |
| $ | |
| $ | |
Supplemental information |
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Leased assets (reduced) obtained in exchange for (reduced) new finance lease liabilities |
| $ | ( |
| $ | |
Leased assets obtained in exchange for new operating lease liabilities |
| $ | |
| $ | |
See accompanying Notes to Consolidated Financial Statements.
INDEX TO NOTES
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8 | |
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11 | |
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14 |
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
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.
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.
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.
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.
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.
Property and equipment, net: Property and equipment balances are shown on the Consolidated Balance Sheets net of accumulated depreciation of $
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
2022
On
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 $
Sales related to the completed acquisition totaled $
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.
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2022 Acquisition-date Fair Values Assigned |
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(thousands) |
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Inventory |
| $ | |
Other current assets |
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Property and equipment |
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Finance lease and financing obligation assets |
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Operating lease assets |
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Intangible assets |
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Other non-current assets |
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Long-term deferred income tax assets |
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Total assets acquired |
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Current portion of finance leases and financing obligations |
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Current portion of operating lease liabilities |
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Deferred revenue |
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Other current liabilities |
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Long-term finance leases and financing obligations |
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Long-term operating lease liabilities |
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Other long-term liabilities |
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Total liabilities assumed |
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Total net identifiable liabilities assumed |
| $ | ( |
Total consideration transferred |
| $ | |
Less: total net identifiable liabilities assumed |
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| ( |
Goodwill |
| $ | |
The total consideration of $
We recorded $
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 (
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.
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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: |
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Net income |
| $ | |
| $ | |
Less: Preferred stock dividends |
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| ( |
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| ( |
Income available to common shareholders |
| $ | |
| $ | |
Denominator for earnings per common share calculation: |
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Weighted average common shares - basic |
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Effect of dilutive securities: |
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Preferred stock |
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Stock based awards |
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Weighted average common shares - diluted |
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Basic earnings per common share |
| $ | |
| $ | |
Diluted earnings per common share |
| $ | |
| $ | |
Weighted average common share equivalents that have an anti-dilutive impact are excluded from the computation of diluted earnings per share.
For the three months ended June 25, 2022, our effective income tax rate was
Long-term debt had a carrying amount that approximates a fair value of $
We paid dividends of $
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
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Revenues |
| Three Months Ended | ||||
(thousands) |
| June 25, 2022 |
| June 26, 2021 | ||
Tires (a) |
| $ | |
| $ | |
Maintenance |
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Brakes |
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Steering |
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Exhaust |
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Other |
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Total |
| $ | |
| $ | |
(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
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Changes in Deferred Revenue |
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(thousands) |
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Balance at March 26, 2022 |
| $ | |
Deferral of revenue |
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Recognition of revenue |
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| ( |
Balance at June 25, 2022 |
| $ | |
As of , we expect to recognize $
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.
In April 2019, we entered into a new
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
period, we were permitted to declare, make or pay any dividend or distribution up to $
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
Within the Credit Facility, we have a sub-facility of $
There was $
We were in compliance with all debt covenants at June 25, 2022.
Commitments
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Commitments Due by Period |
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| Within |
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| 2 to |
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| 4 to |
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| After |
(thousands) |
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| Total |
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| 1 Year |
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| 3 Years |
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| 5 Years |
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| 5 Years |
Principal payments on long-term debt |
| $ | |
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| $ | |
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Finance lease commitments/financing obligations (a) |
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| $ | |
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| $ | |
| $ | |
Operating lease commitments (a) |
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Accrued rent |
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Other liabilities |
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| — |
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Total |
| $ | |
| $ | |
| $ | |
| $ | |
| $ | |
(a)
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.
On May 19, 2022, our Board of Directors authorized a share repurchase program for the repurchase of up to $
We periodically repurchased shares of our common stock under the repurchase program through open market transactions.
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Share Repurchase Activity |
| Three Months Ended | ||
(thousands, except per share data) |
| June 25, 2022 | ||
Number of shares purchased |
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Average price paid per share |
| $ | |
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Total repurchased |
| $ | |
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Item 2. Managements 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.
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Earnings Per Common Share |
| Three Months Ended | ||||||
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| June 25, 2022 |
| June 26, 2021 | Change | |||
Diluted EPS |
| $ | 0.37 |
| $ | 0.46 | (19.6) | % |
Adjustments |
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| 0.05 |
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| 0.09 |
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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
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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 |
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| 227,346 |
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| 215,887 | 5.3 |
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Gross profit |
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| 122,189 |
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| 125,931 | (3.0) |
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Operating, selling, general and administrative expenses |
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| 95,934 |
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| 98,014 | (2.1) |
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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.
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.
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Sales |
| Three Months Ended | |||||
(thousands) |
| June 25, 2022 |
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| June 26, 2021 | ||
Sales |
| $ | 349,535 |
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| $ | 341,818 |
Dollar change compared to prior year |
| $ | 7,717 |
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Percentage change compared to prior year |
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| 2.3 | % |
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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.
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Sales Percentage Change | Three Months Ended | |||
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| June 25, 2022 |
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Sales change |
| 2.3 | % |
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Primary drivers of change in sales |
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New store sales (a) |
| 3.3 | % |
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Comparable store sales (b) |
| 0.4 | % |
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Closed store sales (c) |
| (1.3) | % |
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(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.
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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.
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Sales by Product Category | Three Months Ended | |||
| June 25, 2022 | June 26, 2021 | ||
Tires | 50 | % | 52 | % |
Maintenance service | 26 |
| 25 |
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Brakes | 14 |
| 14 |
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Steering (a) | 9 |
| 8 |
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Exhaust | 1 |
| 1 |
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Total | 100 | % | 100 | % |
(a)Steering product category includes front end/shocks and alignment product category sales.
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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
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Gross Profit | Three Months Ended | |||||
(thousands) | June 25, 2022 | June 26, 2021 | ||||
Gross profit | $ | 122,189 |
| $ | 125,931 |
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Percentage of sales |
| 35.0 | % |
| 36.8 | % |
Dollar change compared to prior year | $ | (3,742) |
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Percentage change compared to prior year |
| (3.0) | % |
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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.
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Gross Profit as a Percentage of Sales Change | Three Months Ended | |||
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| June 25, 2022 |
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Gross profit change |
| (180) | bps |
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Primary drivers of change in gross profit as a percentage of sales |
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Technician labor costs |
| (200) | bps |
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Distribution and occupancy costs |
| (60) | bps |
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Material costs |
| 70 | bps |
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OSGA Expenses
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OSGA Expenses | Three Months Ended | |||||
(thousands) | June 25, 2022 | June 26, 2021 | ||||
OSGA Expenses | $ | 95,934 |
| $ | 98,014 |
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Percentage of sales |
| 27.4 | % |
| 28.7 | % |
Dollar change compared to prior year | $ | (2,080) |
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Percentage change compared to prior year |
| (2.1) | % |
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The decrease of $2.1 million in OSGA 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 OSGA 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, OSGA 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 OSGA expenses, as a percentage of sales, from the prior year, on a comparable store basis.
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OSGA Expenses Change | Three Months Ended | |||
(thousands) |
| June 25, 2022 |
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OSGA expenses change |
| $ | (2,080) |
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Drivers of change in OSGA expenses |
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Decrease in litigation settlement costs |
| $ | (3,920) |
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Decrease from gain on sale of wholesale tire and tire distribution assets, net |
| $ | (1,180) |
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Decrease from closed stores |
| $ | (512) |
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Increase from new stores |
| $ | 3,187 |
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Increase from comparable stores |
| $ | 345 |
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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:
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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) |
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| (272) |
Monro.Forward initiative costs |
| 23 |
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| 103 |
Acquisition due diligence and integration costs |
| (10) |
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| 310 |
Management transition costs |
| — |
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| 59 |
Litigation settlement costs |
| — |
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| 3,920 |
Provision for income taxes on pre-tax adjustments |
| 293 |
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| (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.
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:
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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
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.
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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 |
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| 48,856 |
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| (66,762) |
Cash used for financing activities |
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| (103,361) |
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| (9,034) |
Increase (decrease) in cash and equivalents |
|
| 22,700 |
|
| (13,082) |
Cash and equivalents at beginning of period |
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| 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.
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., “Managements 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), OSGA 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;
•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.
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| Monro, Inc. | |||
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.
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.
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Share Repurchase Activity |
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| Dollar Value of | |
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| 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 | — |
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| — |
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| — |
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| — |
April 24, 2022 through May 28, 2022 | 212,400 |
| $ | 41.88 |
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| 212,400 |
| $ | 141,104,569 |
May 29, 2022 through June 25, 2022 | 201,200 |
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| 41.30 |
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| 201,200 |
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| 132,795,753 |
Total | 413,600 |
| $ | 41.60 |
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| 413,600 |
| $ | 132,795,753 |
Item 6. Exhibits
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Exhibit Index |
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.
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.
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| MONRO, INC. | |
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DATE: August 1, 2022 |
| By: | /s/ Michael T. Broderick |
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| Michael T. Broderick |
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| President and Chief Executive Officer |
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DATE: August 1, 2022 |
| By: | /s/ Brian J. D’Ambrosia |
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| Brian J. D’Ambrosia |
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| Executive Vice President – Finance, Chief Financial Officer and |
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| Treasurer (Principal Financial Officer and Principal Accounting Officer) |
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| Monro, Inc. | |||