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What changed in MONRO, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MONRO, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+228 added−208 removedSource: 10-K (2025-05-28) vs 10-K (2024-05-28)

Top changes in MONRO, INC.'s 2025 10-K

228 paragraphs added · 208 removed · 177 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIn addition to our plan to continue to seek suitable acquisitions , we plan to add new greenfield stores. Greenfield stores include new construction as well as the acquisition of one to four store operations. Key factors in market and site selection for selecting new greenfield store locations include population, demographic characteristics, vehicle population, and the intensity of competition.
Biggest changeWe did not complete any acquisitions in fiscal 2025. As of March 29, 2025, we have stores in 32 states. In addition to our plan to continue to seek suitable acquisitions , we plan to add new greenfield stores. Greenfield stores include new construction as well as the acquisition of one to four store operations.
We will continue to invest in and execute strategic initiatives to improve our guests’ in-store experience. This includes leveraging our scale and the strength of our financial position to make critical investments in our business, our technicians and technology, allowing us to further execute on our operational excellence initiatives in 2024. • Provide consistent value .
We will continue to invest in and execute strategic initiatives to improve our guests’ in-store experience. This includes leveraging our scale and the strength of our financial position to make critical investments in our business, our technicians and technology, allowing us to further execute on our operational excellence initiatives in 2025. • Provide consistent value .
Monro, Inc. 2024 Form 10-K 5 Table of Contents BUSINESS Business Strategy Our vision is to be America’s leading auto and tire service center, trusted by consumers as the best place in their neighborhoods for quality automotive service and tires.
Monro, Inc. 2025 Form 10-K 5 Table of Contents BUSINESS Business Strategy Our vision is to be America’s leading auto and tire service center, trusted by consumers as the best place in their neighborhoods for quality automotive service and tires.
As such, our one operating segment reflects how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management, and the structure of our internal financial reporting. Monro incorporated in New York in 1959. We maintain our corporate headquarters in Rochester, New York.
As such, our one operating segment reflects how our operations are managed, how resources are allocated, how operating performance is evaluated by senior management, and the structure of our internal financial reporting. Monro incorporated in New York in 1959. We maintain our corporate headquarters in Fairport, New York.
Our Monro University platform has allowed us to conduct more robust and structured trainings based on a teammates’ job position, and Monro’s safety manuals are available at every workstation within our stores and serve as the basis for our safety training and protocols.
Our Monro University platform has allowed us to conduct more robust and structured trainings based on a teammate’s job position, and Monro’s safety manuals are available at every workstation within our stores and serve as the basis for our safety training and protocols.
Information available on our website is not a part of, and is not incorporated into, this Form 10-K. We intend to make future investor presentations available exclusively through our Investor Relations page. Monro, Inc. 2024 Form 10-K 9 Table of Contents RISK FACTORS
Information available on our website is not a part of, and is not incorporated into, this Form 10-K. We intend to make future investor presentations available exclusively through our Investor Relations page. Monro, Inc. 2025 Form 10-K 9 Table of Contents RISK FACTORS
We purchase parts (including oil) and tires from approximately 56 vendors. Management believes that our relationships with vendors are excellent and that alternative sources of supply exist, at comparable cost, for substantially all parts used in our business.
We purchase parts (including oil) and tires from approximately 47 vendors. Management believes that our relationships with vendors are excellent and that alternative sources of supply exist, at comparable cost, for substantially all parts used in our business.
Through donations from Monro and contributions from our teammates, members of our Board of Directors (the “Board of Directors”) and others, the Teammate Assistance Fund provides timely financial assistance to teammates impacted by financially devastating circumstances beyond their control and their means.
Through donations from Monro and contributions from our teammates, members of our Board of Directors and others, the Teammate Assistance Fund provides timely financial assistance to teammates impacted by financially devastating circumstances beyond their control and their means.
Our filings with the SEC, including our reports and proxy statement, are also available on the SEC’s website at www.sec.gov. Our investor presentation regarding the financial results for the fiscal year ended March 30, 2024 is available and accessible at Monro's Investor Relations page at https://corporate.monro.com/investors under the Events and Presentations tab.
Our filings with the SEC, including our reports and proxy statement, are also available on the SEC’s website at www.sec.gov. Our investor presentation regarding the financial results for the fiscal year ended March 29, 2025 is available and accessible at Monro’s Investor Relations page at https://corporate.monro.com/investors under the Events and Presentations tab.
We believe that involving operations management in the development and delivery of these sessions results in more relevant and actionable training for store managers, helping improve staff retention as well as overall performance. Monro University also provides targeted training for corporate management and staff, including diversity training, harassment prevention training, and people manager training.
We believe that involving operations management in the development and delivery of these sessions results in more relevant and actionable training for store managers, helping improve staff retention as well as overall performance. Monro University also provides targeted training for corporate management and staff, including training about eliminating workplace discrimination, harassment prevention training, and people manager training.
Using consumer demographic analytics, we believe we can better identify targets that operate in the markets with favorable demographics and customer trends, allowing us to enter regions from which we are poised to benefit most. During the last five years, we have completed 10 acquisitions, adding 156 locations and approximately $224 million in annualized revenue.
Using consumer demographic analytics, we believe we can better identify targets that operate in the markets with favorable demographics and customer trends, allowing us to enter regions from which we are poised to benefit most. During the last five years, we have completed 5 acquisitions, adding 69 locations and approximately $103 million in annualized revenue.
Growth Strategy Executing on accretive acquisition opportunities remains a key element of our long-term growth strategy. We believe the fragmentation of our industry allows for many opportunities for consolidation.
Growth Strategy Executing on accretive acquisition opportunities remains an element of our long-term growth strategy. We believe the fragmentation of our industry allows for many opportunities for consolidation.
Our commitment is to have a workforce and leadership team that closely resembles our growing group of loyal customers we are working hard to attract and retain. This commitment will continue to be supported by training and awareness programs as well as focused efforts to recruit, retain, develop, and promote a diverse workforce.
Our commitment is to have a workforce and leadership team that closely resembles our growing group of loyal customers we are working hard to attract and retain. This commitment will continue to be supported by training and awareness programs as well as focused efforts to recruit, retain, develop, and promote a workforce with a broad range of experiences and backgrounds.
Monro strives to maintain an environmentally conscious corporate culture, demonstrated by our recycling policies at our offices and stores. In 2024, Monro recycled approximately 2.1 million gallons of oil and 3.7 million tires, as well as approximately 79,000 vehicle batteries and 383 tons of cardboard, all as part of our commitment to the environment.
Monro strives to maintain an environmentally conscious corporate culture, demonstrated by our recycling policies at our offices and stores. In 2025, Monro recycled approximately 2.0 million gallons of oil and 3.0 million tires, as well as approximately 79,000 vehicle batteries and 351 tons of cardboard, all as part of our commitment to the environment.
At March 30, 2024, we operated 1,288 retail tire and automotive repair stores and serviced approximately 4.7 million vehicles in fiscal 2024. Our retail tire and automotive repair stores operate primarily under the brands “Monro Auto Service and Tire Centers,” “Tire Choice Auto Service Centers,” “Mr.
At March 29, 2025, we operated 1,260 retail tire and automotive repair stores and serviced approximately 4.2 million vehicles in fiscal 2025. Our retail tire and automotive repair stores operate primarily under the brands “Monro Auto Service and Tire Centers,” “Tire Choice Auto Service Centers,” “Mr.
Tire Auto Service Centers,” “Car-X Tire & Auto,” “Tire Warehouse Tires for Less,” “Ken Towery’s Tire & Auto Care,” “Mountain View Tire & Auto Service,” and “Tire Barn Warehouse”. Company-operated Store Brands as of March 30, 2024 Stores Monro Auto Service and Tire Centers 360 Tire Choice Auto Service Centers 349 Mr.
Tire Auto Service Centers,” “Car-X Tire & Auto,” “Tire Warehouse Tires for Less,” “Ken Towery’s Tire & Auto Care,” “Mountain View Tire & Auto Service,” and “Tire Barn Warehouse”. Company-operated Store Brands as of March 29, 2025 Stores Monro Auto Service and Tire Centers 352 Tire Choice Auto Service Centers 341 Mr.
We seek to be an employer of choice to attract and retain top talent. To that end, we strive to provide an engaging work experience that excites and motivates our teammates to deliver their best every day as well as provides opportunities for learning and growth, to ensure our team is always the best in the business.
To that end, we strive to provide an engaging work experience that excites and motivates our teammates to deliver their best every day as well as provides opportunities for learning and growth, to ensure our team is always the best in the business.
Local vendor purchases are made when needed at the store level and accounted for approximately 29 percent of all parts and tires purchased in 2024. Our ten largest vendors accounted for approximately 95 percent of our total stocking purchases, with the largest vendor accounting for approximately 38 percent of total stocking purchases in 2024.
Local vendor purchases are made when needed at the store level and accounted for approximately 33 percent of all parts and tires purchased in 2025. Our ten largest vendors accounted for approximately 97 percent of our total stocking purchases, with the largest vendor accounting for approximately 47 percent of total stocking purchases in 2025.
Our Code of Ethics lays out a zero-tolerance policy for discrimination or harassment behavior. We have added resources to our recruitment team to implement hiring initiatives aimed at reaching diverse groups and expanded the recruitment platforms we use to broaden our pool of candidates.
Our Code of Ethics lays out a zero-tolerance policy for discrimination or harassment behavior. We have added resources to our recruitment team and expanded the recruitment platforms we use to broaden our pool of candidates.
Diversity, Equity, and Inclusion Diversity is one of our core values, and we believe that a workplace in which diverse backgrounds, experiences and ways of thinking are embraced and valued increases productivity and promotes awareness of our guests’ and communities’ unique needs.
Inclusive Workplace Representing the communities and guests we serve is one of our core values, and we believe that a workplace in which diverse backgrounds, experiences and ways of thinking are embraced and valued increases productivity and promotes awareness of our guests’ and communities’ unique needs.
We purchase most of the tires we sell to our guests through a distribution agreement under which ATD supplies and sells certain tires to our retail locations. ATD also provides tire category management, ordering and inventory management services to us.
Monro, Inc. 2025 Form 10-K 6 Table of Contents BUSINESS We purchase most of the tires we sell to our guests through a distribution agreement under which ATD supplies and sells certain tires to our retail locations. ATD also provides tire category management, ordering and inventory management services to us.
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. As of March 30, 2024, Monro had two retread facilities and 50 Car-X franchised locations.
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. As of March 29, 2025, Monro had two retread facilities, 47 Car-X franchised locations and 1,260 Company-operated stores.
As of March 30, 2024, Monro had approximately 7,660 employees, of whom 7,470 were employed in the field organization, 170 were employed at our corporate headquarters, referred to as “store support center”, and 20 were employed in other offices. Monro’s employees are not members of any union.
As of March 29, 2025, Monro had approximately 7,360 employees, of whom 7,200 were employed in the field organization, 150 were employed at our corporate headquarters, referred to as “store support center”, and 10 were employed in other offices. Monro’s employees are not members of any union.
Tire Auto Service Centers 317 Car-X Tire & Auto 72 Tire Warehouse Tires For Less 55 Ken Towery's Tire & Auto Care 34 Mountain View Tire & Auto Service 30 Tire Barn Warehouse 27 Other (a) 44 Total 1,288 (a) Includes recently acquired stores to be converted to certain brands named above.
Tire Auto Service Centers 311 Car-X Tire & Auto 69 Tire Warehouse Tires For Less 54 Ken Towery's Tire & Auto Care 34 Mountain View Tire & Auto Service 29 Tire Barn Warehouse 27 Other (a) 43 Total 1,260 (a) Includes acquired stores to be converted to certain brands named above.
Our competitors include service centers operated by national and regional undercar, tire specialty and general automotive service chains, both franchised and company-operated, mass merchandisers, car dealerships, independent garages, and gas stations. We also compete with online merchandisers of tires and automotive parts, which increasingly partner with local service centers to provide installation services for parts and tires purchased online.
Our competitors include service centers operated by national and regional undercar, tire specialty and general automotive service chains, both franchised and company-operated, mass merchandisers, car dealerships, independent garages, and gas stations.
We partner with a customer analytics firm to provide market segmentation and demographic data specific to a geographic area near a Monro location to identify high value lookalike customers and market directly to them. We attempt to cluster stores in market areas to achieve economies of scale in advertising and supervision costs.
Factors in market and site selection for selecting new greenfield store locations include population, demographic characteristics, vehicle population, and the intensity of competition. We partner with a customer analytics firm to provide market segmentation and demographic data specific to a geographic area near a Monro location to identify high value lookalike customers and market directly to them.
Human Capital At Monro, our business success is built upon our dedicated, passionate, and diverse teammates who work and live in the communities we serve. W e are committed to providing a safe, healthy, inclusive, and supportive work environment where teammates embrace our core value of collaboration, feel empowered, and are motivated to have enriching and successful careers.
W e are committed to providing a safe, healthy, inclusive, and supportive work environment where teammates embrace our core value of collaboration, feel empowered, and are motivated to have enriching and successful careers. We seek to be an employer of choice to attract and retain top talent.
Monro, Inc. 2024 Form 10-K 7 Table of Contents BUSINESS New technician development has been an area of particular focus for Monro to increase productivity and retention and make it easier for technicians to overcome barriers of joining the industry.
New technician development has been an area of particular focus for Monro to increase productivity and retention and make it easier for technicians to overcome barriers of joining the industry. One way we do this is by offering a tool purchase program through which trainee technicians can acquire their own set of tools.
All new greenfield sites presently under consideration are within our established market areas. Monro, Inc. 2024 Form 10-K 6 Table of Contents BUSINESS Purchasing and Distribution We believe that our substantial economies of scale and our flexibility in making sourcing decisions contributes to our successful purchasing strategy.
We attempt to cluster stores in market areas to achieve economies of scale in advertising and supervision costs. Purchasing and Distribution We believe that our substantial economies of scale and our flexibility in making sourcing decisions contributes to our successful purchasing strategy.
Store and operations managers also have courses available through Monro University that are supplemented with live and on-line vendor training courses. Management training covers topics including safety, customer service, human resources, leadership, and scheduling and is delivered on a regular basis.
Management training covers topics including safety, customer service, human resources, leadership, and scheduling Monro, Inc. 2025 Form 10-K 7 Table of Contents BUSINESS and is delivered on a regular basis.
We also view training as a tool to foster inclusion and, through Monro University, we provide Unconscious Bias Diversity and Inclusion Awareness courses to all our teammates.
We also view training as a tool to foster inclusion and, through Monro University, we provide courses designed to raise awareness about eliminating workplace discrimination to all our teammates. Competition Our segment of the retail industry is fragmented and highly competitive, and the number, size, and strength of competitors vary widely from region to region.
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Additionally, during this time, we have entered three states, solidifying our presence in existing markets as well as expanding into the Western region. We did not complete any acquisitions in fiscal 2024. As of March 30, 2024, we have stores in 32 states.
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On May 23, 2025, following an evaluation of market segmentation and demographic data, our Board of Directors approved a plan to close 145 underperforming Company-operated retail stores in the first quarter of fiscal 2026 (the “Store Closure Plan”). For more information, see Part II , Item 9B , “ Other Information ” of this Form 10-K.
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One way we do this is by offering a tool purchase program through which trainee technicians can acquire their own set of tools. We also provide Automotive Service Excellence (“ASE”) certification in eight different categories as technicians advance in their careers.
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Human Capital At Monro, our business success is built upon our dedicated and passionate teammates from a broad range of experiences and backgrounds who work and live in the communities we serve.
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Monro, Inc. 2024 Form 10-K 8 Table of Contents BUSINESS Competition Our segment of the retail industry is fragmented and highly competitive, and the number, size, and strength of competitors vary widely from region to region.
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We also provide Automotive Service Excellence (“ASE”) certification in eight different categories as technicians advance in their careers. Store and operations managers also have courses available through Monro University that are supplemented with live and on-line vendor training courses.
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We also compete with online merchandisers of Monro, Inc. 2025 Form 10-K 8 Table of Contents BUSINESS tires and automotive parts, which increasingly partner with local service centers to provide installation services for parts and tires purchased online.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

64 edited+14 added−6 removed108 unchanged
Biggest changeThe amount, timing and execution of our common stock repurchase program may fluctuate based on our priorities for using cash. We may need to use these funds for other purposes, such as operational expenses, capital expenditures, acquisitions or repayment of indebtedness.
Biggest changeWe may need to use these funds for other purposes, such as operational expenses, capital expenditures, acquisitions or repayment of indebtedness. Changes in operational results, cash flows, tax laws and the market price of our common stock could also impact our common stock repurchase program and other capital activities.
Monro, Inc. 2024 Form 10-K 11 Table of Contents RISK FACTORS We also face other risks associated with the delivery of inventory originating outside the United States, including: potential economic and political instability in countries where our suppliers are located or along the shipping routes used to deliver the products; increases in shipping costs; transportation delays and interruptions, including those occurring as a result of geopolitical events, like the war in Ukraine, the Israel-Hamas war or public health emergencies; compliance with the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or making other prohibited payments to foreign officials; and significant fluctuations in exchange rates between the U.S. dollar and foreign currencies.
Monro, Inc. 2025 Form 10-K 11 Table of Contents RISK FACTORS We also face other risks associated with the delivery of inventory originating outside the United States, including: potential economic and political instability in countries where our suppliers are located or along the shipping routes used to deliver the products; increases in shipping costs; transportation delays and interruptions, including those occurring as a result of geopolitical events, like the war in Ukraine, the Israel-Hamas war or public health emergencies; compliance with the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or making other prohibited payments to foreign officials; and significant fluctuations in exchange rates between the U.S. dollar and foreign currencies.
Although we have no foreign operations and do not manufacture any products, tariffs imposed on products that we sell, such as tires, may cause our expenses to increase, which could adversely affect our profitability unless we are able to raise our prices for these products.
Although we have no foreign operations and do not manufacture any products, tariffs imposed on products that we sell, such as tires, cause our expenses to increase, which could adversely affect our profitability unless we are able to raise our prices for these products.
Risks Related to our Strategic Initiatives We may not be successful in integrating new and acquired stores. Management believes that our continued growth in sales and profit is dependent, in large part, upon our ability to operate new stores that we open or acquire on a profitable basis.
Risks Related to our Strategic Initiatives We may not be successful in integrating new and acquired stores. Management believes that our continued growth in sales and profit is in part dependent upon our ability to operate new stores that we open or acquire on a profitable basis.
Our industry is influenced by the number of miles driven by automobile owners. Factors that may cause the number of miles driven by automobile owners to decrease include the weather, travel patterns, gas prices, trends toward remote work and fluctuations in the general economy.
Our industry is influenced by the number of miles driven by automobile owners. Factors that may cause the number of miles driven by automobile owners to decrease include the weather, travel patterns, gas prices, trends in remote work and fluctuations in the general economy.
Any continued significant reduction in the number of miles driven by automobile owners will have a material adverse effect on our business and results of operations. Monro, Inc. 2024 Form 10-K 10 Table of Contents RISK FACTORS Adoption of electric vehicle technology may adversely affect the demand for our services.
Any continued significant reduction in the number of miles driven by automobile owners will have a material adverse effect on our business and results of operations. Monro, Inc. 2025 Form 10-K 10 Table of Contents RISK FACTORS Adoption of electric vehicle technology may adversely affect the demand for our services.
We may become exposed to potential liabilities with respect to the data that we collect, manage and process, and may incur legal costs if our information security policies and procedures are not effective or if we are required to defend our methods of collection, processing, and storage of personal data.
We may become exposed to additional potential liabilities with respect to the data that we collect, manage and process, and may continue to incur legal costs if our information security policies and procedures are not effective or if we are required to defend our methods of collection, processing, and storage of personal data.
To the extent we have turnover within our management team, we may have to spend more time and resources training new members of management and integrating them in our company. The loss of service of any one of our key executives would likely cause a disruption in our business plans and may adversely impact our results of operations.
When we have turnover within our management team, we spend more time and resources training new members of management and integrating them in our company. The loss of service of any one of our key executives would likely cause a disruption in our business plans and may adversely impact our results of operations.
The demand for our products and services could be adversely affected by continuing developments in automotive technology. Automotive manufacturers are producing cars that last longer and require service and maintenance at less frequent intervals in certain cases.
Our business is affected by advances in automotive technology. The demand for our products and services could be adversely affected by continuing developments in automotive technology. Automotive manufacturers are producing cars that last longer and require service and maintenance at less frequent intervals in certain cases.
I tem 1C Cybersecurity Risk Management and Strategy We execute a comprehensive cybersecurity program designed to provide structured and thorough cybersecurity risk management and governance. Our cybersecurity program is aligned with industry-wide recognized standards, such as the National Institute of Standards and Technology (NIST) Cybersecurity Framework.
Cybersecurity Risk Management and Strategy We execute a comprehensive cybersecurity program designed to provide structured and thorough cybersecurity risk management and governance. Our cybersecurity program is aligned with industry-wide recognized standards, such as the National Institute of Standards and Technology (NIST) Cybersecurity Framework.
Therefore, the Class C Preferred holders have an effective veto over all matters put to a vote of our common stock and could use that veto power to block any matter that the holders of common stock may approve. As of March 30, 2024, Peter J.
Therefore, the Class C Preferred holders have an effective veto over all matters put to a vote of our common stock and could use that veto power to block any matter that the holders of common stock may approve. As of March 29, 2025, Peter J.
While the automotive repair industry generally operates with high field employee turnover, any material increases in employee turnover rates in our stores, inability to recruit new employees or any widespread employee dissatisfaction could also have a material adverse effect on our business, financial condition, and results of operations. We depend on the services of our key executives.
While the automotive repair industry generally operates with high field employee turnover, any material increases in employee turnover rates in our stores, inability to recruit new employees or any widespread employee dissatisfaction could also have a material adverse effect on our business, financial condition, and results of operations.
Our cybersecurity program has a set of controls and priorities with a multi-pronged approach that includes: ● Quarterly cybersecurity awareness training for teammates, monthly phishing simulation testing and other cybersecurity awareness campaigns (e.g., articles, flyers, cybersecurity awareness month); ● A dedicated security operations team to monitor, analyze, and respond to security threats 24/7; ● Security governance to manage and maintain security processes; ● Intrusion, detection, and prevention systems; ● A vulnerability management program to identify and remediate security liabilities; ● A configuration management program to harden systems based on industry standards; ● Industry-leading email security, endpoint detection, and response platforms; ● Threat intelligence from multiple resources to identify and anticipate emerging threats; Monro, Inc. 2024 Form 10-K 18 Table of Contents RISK FACTORS ● Network and web application firewalls; ● Multi-factor authentication; and ● Network segmentation to isolate and safeguard critical systems and sensitive data.
Our cybersecurity program has a set of controls and priorities with a multi-pronged approach that includes: ● quarterly cybersecurity awareness training for teammates, monthly phishing simulation testing and other cybersecurity awareness campaigns (e.g., articles, flyers, cybersecurity awareness month); ● a dedicated security operations team to monitor, analyze, and respond to security threats 24/7; ● security governance to manage and maintain security processes; ● intrusion, detection, and prevention systems; ● a vulnerability management program to identify and remediate security liabilities; ● a configuration management program to harden systems based on industry standards; ● industry-leading email security, endpoint detection, and response platforms; ● threat intelligence from multiple resources to identify and anticipate emerging threats; ● network and web application firewalls; ● multi-factor authentication; and ● network segmentation to isolate and safeguard critical systems and sensitive data.
The CISO, together with the Senior Director - Infrastructure & Security - who has 29 years’ experience in various information technology and information security roles and 10 years of cybersecurity experience - and the CLO have primary responsibility for assessing and managing material cybersecurity risks.
The CISO, together with the Senior Director - Infrastructure & Security - who has 30 years’ experience in various information technology and information security roles and 11 years of cybersecurity experience - and the CLO have primary responsibility for assessing and managing material cybersecurity risks.
For example, under the distribution agreement with American Tire Distributors, we rely on American Tire Distributors for most of certain passenger car tires, light truck replacement tires, and medium truck tires that we sell to our customers.
For example, under the distribution agreement with ATD, we rely on ATD for most of certain passenger car tires, light truck replacement tires, and medium truck tires that we sell to our customers.
The automotive repair industry and our financial performance are sensitive to changes in overall economic conditions that impact consumer spending, including inflation, changes in interest rates and economic volatility.
The automotive repair industry and our financial performance are sensitive to changes in overall economic conditions that impact consumer spending, including inflation, the imposition of import tariffs, changes in interest rates and economic volatility.
These provisions include: the concentration of voting power in the Class C Preferred shares; our classified Board of Directors, with approximately half of our Board of Directors elected at each year’s annual meeting; the vote of at least two-thirds of the outstanding shares of common stock required to approve amendments to certain provisions in our certificate of incorporation; the Board of Directors’ ability to issue shares of serial preferred stock without shareholder approval; and the advance notice required by our bylaws for any shareholder who wishes to bring business before a meeting of shareholders or to nominate a director for election at a meeting of shareholders.
These provisions include: the concentration of voting power in the Class C Preferred shares; the vote of at least two-thirds of the outstanding shares of common stock required to approve amendments to certain provisions in our certificate of incorporation; the Board of Directors’ ability to issue shares of serial preferred stock without shareholder approval; and the advance notice required by our bylaws for any shareholder who wishes to bring business before a meeting of shareholders or to nominate a director for election at a meeting of shareholders.
For example, in fiscal 2024, we incurred store impairment charges of approximately $1.9 million after considering changes in their actual and forecasted financial performance, reassessing their recoverability using an undiscounted cash flow model, and determining their carrying value may not be recoverable.
For example, in fiscal 2025, we incurred store impairment charges of approximately $24.4 million after considering changes in their actual and forecasted financial performance, reassessing their recoverability using an undiscounted cash flow model, and determining their carrying value may not be recoverable.
The actuarial assumptions used may differ from actual results. In addition, because our pension plan assets are invested in marketable securities, fluctuations in market values can negatively impact our funded status, recorded pension liability, and future required minimum contribution levels.
Included in our financial results are pension plan costs that are measured using actuarial valuations. The actuarial assumptions used may differ from actual results. In addition, because our pension plan assets are invested in marketable securities, fluctuations in market values can negatively impact our funded status, recorded pension liability, and future required minimum contribution levels.
Changes in vehicle and powertrain technology and advances in accident-avoidance technology, electric vehicles, autonomous vehicles, and mobility could have a negative effect on our business, results of operations or investors’ perception of our business, any of which could have an adverse effect upon the price of our common stock. We depend on our relationships with our vendors for certain inventory.
Changes in vehicle and powertrain technology and advances in accident-avoidance technology, electric vehicles, autonomous vehicles, and mobility could have a negative effect on our business, results of operations or investors’ perception of our business, any of which could have an adverse effect upon the price of our common stock.
If similar litigation were instituted against us, it could result in substantial costs and a diversion of our management’s attention and resources, which could have an adverse effect on our business. General Risk Factors We rely on an adequate supply of skilled field personnel.
If similar litigation were instituted against us, it could result in substantial costs and a diversion of our management’s attention and resources, which could have an adverse effect on our business. Monro, Inc. 2025 Form 10-K 17 Table of Contents RISK FACTORS General Risk Factors We rely on an adequate supply of skilled field personnel.
In addition, she meets with the Board of Directors on an annual basis, and as needed, where she reports on significant cybersecurity matters and strategic risk management decisions . Monro, Inc. 2024 Form 10-K 20 Table of Contents PROPERTIES
In addition, she meets with the Board of Directors on an annual basis, and as needed, where she reports on significant cybersecurity matters and strategic risk management decisions . Monro, Inc. 2025 Form 10-K 20 Table of Contents LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES
We entered into various contracts with parts suppliers that require us to buy from them (at market competitive prices) up to 100 percent of our annual purchases of specific products. These agreements expire at various dates.
Our ability to purchase at competitive prices and terms results from the volume of our purchases from these vendors. We entered into various contracts with parts suppliers that require us to buy from them (at market competitive prices) up to 100 percent of our annual purchases of specific products. These agreements expire at various dates.
Our systems could be subject to damage or interruption from power outages, technology and telecommunications failures, computer viruses, security breaches, including breaches of our transaction processing or other systems that result in the compromise of confidential customer data, catastrophic events such as fires, tornadoes and hurricanes, and usage errors by our employees.
Our systems could be subject to damage or interruption from power outages, technology and telecommunications failures, computer viruses, security breaches, including breaches of our transaction processing or other systems that result in the compromise of confidential customer data, catastrophic events such as fires, tornadoes and hurricanes, Monro, Inc. 2025 Form 10-K 14 Table of Contents RISK FACTORS and usage errors by our employees.
Historic increases in inflation following the COVID-19 pandemic have caused and may continue to cause consumers to be more sensitive to price changes and cause consumers to “trade down” in the price of products or services purchased or to delay or forgo vehicle maintenance entirely.
Sustained higher inflation following the COVID-19 pandemic and import tariffs may continue to cause consumers to be more sensitive to price changes and cause consumers to “trade down” in the price of products or services purchased or to delay or forgo vehicle maintenance entirely.
Monro, Inc. 2024 Form 10-K 15 Table of Contents RISK FACTORS Planned store closings have resulted in acceleration of costs and future store closings could result in additional costs. From time to time, in the ordinary course of our business, we close certain stores, generally based on considerations of store profitability, competition, strategic factors and other considerations.
Planned store closings have resulted in acceleration of costs and future store closings could result in additional costs. From time to time, in the ordinary course of our business, we close certain stores, generally based on considerations of store profitability, competition, strategic factors and other considerations.
Pursuing the wrong investment opportunities, making an investment commitment significantly above or below our needs, or failing to effectively incorporate acquired businesses into our business could result in the loss of our competitive position and adversely affect our financial condition or results of operations.
Monro, Inc. 2025 Form 10-K 15 Table of Contents RISK FACTORS Pursuing the wrong investment opportunities, making an investment commitment significantly above or below our needs, or failing to effectively incorporate acquired businesses into our business could result in the loss of our competitive position and adversely affect our financial condition or results of operations.
Legal, Regulatory and Technological Risks Our industry is subject to environmental, consumer protection and other regulation. We are subject to various federal, state, and local environmental laws, building and zoning requirements, employment and labor laws and other governmental regulations regarding the operation of our business.
Monro, Inc. 2025 Form 10-K 13 Table of Contents RISK FACTORS Legal, Regulatory and Technological Risks Our industry is subject to environmental, consumer protection and other regulation. We are subject to various federal, state, and local environmental laws, building and zoning requirements, employment and labor laws and other governmental regulations regarding the operation of our business.
Although we have historically declared cash dividends on our common stock, we are not required to do so and may reduce or eliminate our common stock dividend in the future. This could adversely affect the market price of our common stock.
Monro, Inc. 2025 Form 10-K 16 Table of Contents RISK FACTORS Although we have historically declared cash dividends on our common stock, we are not required to do so and may reduce or eliminate our common stock dividend in the future. This could adversely affect the market price of our common stock.
The Credit Facility contains covenants that may limit, subject to certain exemptions, our ability to incur other indebtedness or liens; make investments; repurchase our common stock; acquire stores or other businesses; prepay other indebtedness; and to declare dividends and other distributions, subject to certain exceptions.
Monro, Inc. 2025 Form 10-K 12 Table of Contents RISK FACTORS The Credit Facility contains covenants that may limit, subject to certain exemptions, our ability to incur other indebtedness or liens; make investments; repurchase our common stock; acquire stores or other businesses; prepay other indebtedness; and to declare dividends and other distributions, subject to certain exceptions.
Our vendors are also subject to these factors, which may increase the prices we pay for their products. A material increase in these costs that we were unable to offset by increasing our prices or by other means could have a material adverse effect on our business, financial condition, and results of operations.
A material increase in these costs that we are unable to offset by increasing our prices or by other means could have a material adverse effect on our business, financial condition, and results of operations.
Similar to fluctuations in market values, a decline in the discount rate used in the actuarial assumptions can negatively impact our funded status, recorded pension liability and future contribution levels. Monro, Inc. 2024 Form 10-K 17 Table of Contents RISK FACTORS Also, continued changes in the mortality assumptions can impact our funded status.
Similar to fluctuations in market values, a decline in the discount rate used in the actuarial assumptions can negatively impact our funded status, recorded pension liability and future contribution levels. Also, continued changes in the mortality assumptions can impact our funded status.
Our stakeholders expect us to make progress on our ESG priorities and initiatives. A failure or a perceived failure to meet these expectations could damage our reputation and have a material adverse effect on our business and results of operations. Item 1B. Unresolved Staff Comments None.
Our stakeholders expect us to make progress on our ESG priorities and initiatives. A failure or a perceived failure to meet these expectations could damage our reputation and have a material adverse effect on our business and results of operations. Item 1B. Unresolved Staff Comments None. Monro, Inc. 2025 Form 10-K 18 Table of Contents RISK FACTORS I tem 1C.
We have had significant changes in executive leadership, and more changes could occur. Changes to strategic or operating goals, which can occur with the appointment of new executives, can create uncertainty, and may ultimately be unsuccessful. In addition, executive leadership transition periods, including adding new personnel, could be difficult as new executives gain an understanding of our business and strategy.
We have had significant changes in executive leadership, and more changes could occur. Changes to strategic or operating goals, which occur with the appointment and transition of new executives, can create uncertainty, and may ultimately be unsuccessful.
Monro, Inc. 2024 Form 10-K 12 Table of Contents RISK FACTORS The Credit Facility contains certain financial covenants that require us to maintain a minimum interest coverage ratio and a maximum ratio of adjusted debt to EBITDAR, as defined in the Credit Facility.
The Credit Facility contains certain financial covenants that require us to maintain a minimum interest coverage ratio and a maximum ratio of adjusted debt to EBITDAR, as defined in the Credit Facility.
In addition, our Board of Directors determines whether the return of capital to shareholders, through our common stock repurchase program or dividends on the common stock, is in the best interest of shareholders and in compliance with our legal and contractual obligations.
For example, the Inflation Reduction Act of 2022 imposed a 1% excise tax on certain common stock repurchases. In addition, our Board of Directors determines whether the return of capital to shareholders, through our common stock repurchase program or dividends on the common stock, is in the best interest of shareholders and in compliance with our legal and contractual obligations.
Our growth and profitability could be adversely affected if we are unable to open or acquire new stores or if new or existing stores do not operate at a sufficient level of profitability. In addition, our profitability could be adversely affected if we fail to retain key personnel from acquired stores or assume unanticipated liabilities of acquired businesses.
Our growth and profitability could be adversely affected if we are unable to open or acquire new stores or if new or existing stores do not operate at a sufficient level of profitability.
We believe our continued success depends, in part, on our ability to preserve, grow, and leverage the value of the several brands our retail tire and automotive repair stores primarily operate under.
We believe we have built an excellent reputation as a leading nation-wide operator of retail tire and automotive repair stores in the United States. We believe our continued success depends, in part, on our ability to preserve, grow, and leverage the value of the several brands our retail tire and automotive repair stores primarily operate under.
Advances in electric vehicle technology and production may adversely affect the demand for our services because electric vehicles do not have traditional engines, transmissions, and certain related parts.
Advances in electric vehicle technology and production may adversely affect the demand for our services because electric vehicles do not have traditional engines, transmissions, and certain related parts. The adoption of electric vehicles may accelerate in coming years because of decreases in upfront costs for electric vehicles, tax incentives and other legislative action.
Closing a store could subject us to costs including the write-down of leasehold improvements, equipment, furniture, and fixtures. In addition, we could remain liable for future lease obligations. Risks Related to Our Common Stock The amount and frequency of our common stock repurchases and dividend payments may fluctuate or cease.
Closing a store could subject us to costs including the write-down of leasehold improvements, equipment, furniture, and fixtures. In addition, we could remain liable for future lease obligations.
Our senior executives are important to our success because they have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities and arranging necessary financing. Losing the services of any of these individuals could adversely affect our business until a suitable replacement is found.
We depend on the services of our key executives. Our senior executives are important to our success because they have been instrumental in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities and arranging necessary financing.
Even if the electric vehicle can be repaired, original vehicle manufacturers may restrict us from acquiring the necessary diagnostic tools, repair information, or certifications required to repair the vehicle. If we are restricted from repairing certain vehicles, our sales and profitability may decrease. Our business is affected by advances in automotive technology.
If drivers must replace their vehicles instead of servicing older vehicles, demand for our services would decrease. Even if the electric vehicle can be repaired, original vehicle manufacturers may restrict us from acquiring the necessary diagnostic tools, repair information, or certifications required to repair the vehicle. If we are restricted from repairing certain vehicles, our sales and profitability may decrease.
It may be difficult to replace them quickly with executives of comparable experience and capabilities. Although we have employment agreements with certain of our executives, we cannot prevent them from terminating their employment with us.
Losing the services of any of these individuals could adversely affect our business until a suitable replacement is found. It may be difficult to replace them quickly with executives of comparable experience and capabilities. Although we have employment agreements with certain of our executives, we cannot prevent them from terminating their employment with us.
Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect our consolidated results of operations and cash flows. In recent years, trade tensions between the U.S. government and China have increased as the U.S. government has implemented and proposed tariffs and the Chinese government proposed retaliatory tariffs.
Changes in the U.S. trade environment, including the imposition of import tariffs, could adversely affect our consolidated results of operations and cash flows.
As of March 30, 2024, there was $102 million outstanding under the Credit Facility.
As of March 29, 2025, there was $61.3 million outstanding under the Credit Facility.
Among other things, the IRP sets forth roles and responsibilities in connection with detecting, assessing, and mitigating cybersecurity incidents and outlines applicable communication and escalation protocols.
The IRP includes immediate actions to mitigate the impact of the incident, and long-term strategies for remediation and prevention of future incidents. Among other things, the IRP sets forth roles and responsibilities in connection with detecting, assessing, and mitigating cybersecurity incidents and outlines applicable communication and escalation protocols.
Monro, Inc. 2024 Form 10-K 19 Table of Contents RISK FACTORS Management’s Role Our CISO has primary operational responsibility for the Company’s cybersecurity function. The CISO has served in various roles in information technology and information security for over 34 years, with eight years’ experience specifically in cybersecurity.
Management’s Role Our CISO has primary operational responsibility for the Company’s cybersecurity function. The CISO has served in various roles in information technology and information security for over 35 years, with nine years’ experience in cybersecurity.
Any material interruption in our computer operations may have a material adverse effect on our business or results of operations. If we experience a data security breach and confidential customer or employee information is disclosed, we may be subject to penalties and experience negative publicity, which could affect our customer relationships and have a material adverse effect on our business.
Any material interruption in our computer operations may have a material adverse effect on our business or results of operations. Data security breaches impacting confidential customer and/or employee information may result in penalties, negative publicity, loss of customer relationships, litigation, and increased costs, which would have a material adverse effect on our business.
We depend on several products (e.g. brake parts, tires, oil filters) produced in foreign markets. Any changes in U.S. trade policies, or uncertainty with respect to the future of U.S. trade policies, resulting in increased costs which we are not able to offset with pricing increases of our own could adversely affect our financial performance.
Any changes in U.S. or international trade policies, including tariffs, export controls, quotas, embargoes, or sanctions, or uncertainty with respect to the future of U.S. trade policies, resulting in increased costs which we are not able to offset with pricing increases of our own could adversely affect our financial performance.
Data security breaches suffered by well-known companies and institutions have attracted a substantial amount of media attention, prompting state and federal legislative proposals addressing data privacy and security.
We may currently be at a higher risk of a security breach due to cyber-attacks related to the ongoing geopolitical uncertainty. Data security breaches suffered by well-known companies and institutions have attracted a substantial amount of media attention, prompting state and federal legislative proposals addressing data privacy and security.
Future investigations, lawsuits or adverse publicity relating to our methods of handling personal data could adversely affect our business, results of operations, financial condition, and cash flows due to the costs and negative market reaction relating to such developments. We may not have the resources or technical expertise to anticipate or prevent rapidly evolving types of cyber-attacks.
Investigations, lawsuits, fines from state or federal agencies, state attorneys general, or adverse publicity relating to our methods of handling personal data could adversely affect our business, results of operations, financial condition, and cash flows due to the costs and negative market reaction relating to such developments.
If this supplier were to experience shortages and we are unable to purchase our desired volume of tires on the same or better terms, or at all, our sales and ability to service our customers could suffer considerably.
If ATD is unable to supply our requirements for tires and we are unable to purchase our desired volume of tires on the same or better terms as in the distribution agreement, or at all, our sales and ability to service our customers could suffer considerably if we are unable to find an alternative vendor of tires on similar terms.
We believe that alternative sources exist for most of the products we sell or use at our stores, and we would not expect the loss of any one supplier to have a material adverse effect on our business, financial condition, or results of operations.
While we may be able to identify alternative sources for most of the products we sell or use at our stores, the loss of a major supplier like ATD or the loss of a combination of suppliers could have a material adverse effect on our business, financial condition, or results of operations.
We have a defined benefit pension plan covering employees who met eligibility requirements but is closed to new participants. As of March 30, 2024, the pension plan was overfunded on a projected benefit obligation basis by approximately $0.8 million. Included in our financial results are pension plan costs that are measured using actuarial valuations.
Challenging financial market conditions and changes in long-term interest rates could adversely impact the funded status of our pension plan. We have a defined benefit pension plan covering employees who met eligibility requirements but is closed to new participants. As of March 29, 2025, the pension plan was overfunded on a projected benefit obligation basis by approximately $0.8 million.
We may incur increasing costs in an effort to minimize these cybersecurity risks. The nature of our business involves the receipt and storage of personally identifiable data of our customers and employees. This type of data is subject to legislation and regulation in many jurisdictions.
The nature of our business involves the receipt and storage of personally identifiable data of our customers and employees. This type of data is subject to legislation and regulation in many jurisdictions. We have been subject to cyber-attacks in the past and we may suffer data security breaches arising from cyber-attacks.
As the proportion of electric vehicles on the road increases, we expect the demand for transmission and exhaust services and oil changes will decrease. Although we may experience an increase in demand for other services, there can be no assurance that the demand will be sufficient to maintain our historical sales performance.
An increase in the proportion of electric vehicles sold could decrease our service-related revenue. As the proportion of electric vehicles on the road increases, we expect the demand for transmission and exhaust services and oil changes will decrease.
We depend on close relationships with our vendors for parts, tires and supplies and for our ability to purchase products at competitive prices and terms. Our ability to purchase at competitive prices and terms results from the volume of our purchases from these vendors.
We depend on our relationships with our vendors for certain inventory and those vendors may be unable to perform under our existing agreements with them. We depend on close relationships with our vendors for parts, tires and supplies and for our ability to purchase products at competitive prices and terms.
In the event of a cybersecurity incident, a cross-functional team - led by the Senior Vice President - Chief Information Officer (our “CISO”) and Chief Legal Officer (“CLO”) - is equipped with a well-defined IRP. The IRP includes immediate actions to mitigate the impact of the incident, and long-term strategies for remediation and prevention of future incidents.
Monro, Inc. 2025 Form 10-K 19 Table of Contents RISK FACTORS In the event of a cybersecurity incident, a cross-functional team - led by the Senior Vice President - Chief Information Officer (our “CISO”) and Chief Legal Officer (“CLO”) - is equipped with a well-defined IRP.
Monro, Inc. 2024 Form 10-K 13 Table of Contents RISK FACTORS We have experienced and expect further increases in payroll expenses because of federal, state, and local mandated increases in the minimum wage, inflation, and demand for workers in the current labor market.
We have experienced and expect further increases in payroll expenses because of federal, state, and local mandated increases in the minimum wage, inflation, and demand for workers in the current labor market. Our vendors are also subject to these factors, which may increase the prices we pay for their products.
Attacks have been targeted at us, our customers, or others who have entrusted us with information. Monro, Inc. 2024 Form 10-K 14 Table of Contents RISK FACTORS Actual or anticipated attacks will cause us to incur increased costs, including costs to hire additional personnel, purchase additional protection technologies, train employees, and engage third-party experts and consultants.
Actual or anticipated attacks have and may continue to cause us to incur increased costs, including costs to hire additional personnel, purchase additional protection technologies, train employees, and engage third-party experts and consultants.
Difficulty integrating new executives, or the loss of key individuals could limit our ability to successfully execute our business strategy and could have an adverse effect on our overall financial condition. Challenging financial market conditions and changes in long-term interest rates could adversely impact the funded status of our pension plan.
Broderick on March 27, 2025. Difficulty integrating new executives, or the loss of key individuals could limit our ability to successfully execute our business strategy and could have an adverse effect on our overall financial condition. Failure to protect our brands and our reputation could have a material adverse effect on our business and results of operations.
Even when electric vehicles need repairs, given the cost to replace some battery-related components, an electric vehicle owner’s insurance provider may not approve the cost to repair the vehicle. If drivers must replace their vehicles instead of servicing older vehicles, demand for our services would decrease.
Although we may experience an increase in demand for other services, there can be no assurance that the demand will be sufficient to maintain or improve our historical sales performance. Even when electric vehicles need repairs, given the cost to replace some battery-related components, an electric vehicle owner’s insurance provider may not approve the cost to repair the vehicle.
Any excess goodwill resulting from the impairment test must be written off in the period of determination. Intangible assets (other than goodwill and indefinite-lived intangible assets) and other long-lived assets are generally amortized or depreciated over the useful life of such assets.
However, if our growth and profitability initiatives do not realize their expected benefits, goodwill and other intangible assets could be subject to impairment. Intangible assets (other than goodwill and indefinite-lived intangible assets) and other long-lived assets are generally amortized or depreciated over the useful life of such assets.
Our company-owned stores must purchase a t least 90% of their forecasted requirements for these tires from or through American Tire Distributors , subject to some exceptions.
Under the distribution agreement with ATD, our company-owned stores must purchase at least 90% of their forecasted requirements for these tires from or through ATD, subject to some exceptions. On October 23, 2024, ATD filed for bankruptcy protection. There can be no assurance that ATD will continue to perform under the distribution agreement.
Removed
The adoption of electric vehicles may accelerate in coming years because of decreases in upfront costs for electric vehicles, tax incentives and other legislative action, such as proposed legislation in multiple states to prohibit the sale or disincentivize the purchase of new gas-powered vehicles by 2035. An increase in the proportion of electric vehicles sold could decrease our service-related revenue.
Added
We depend on several products (e.g. brake parts, tires, oil filters) produced in foreign markets.
Removed
Failure to protect our brands and our reputation could have a material adverse effect on our business and results of operations. We believe we have built an excellent reputation as a leading nation-wide operator of retail tire and automotive repair stores in the United States.
Added
In recent years, trade tensions between the U.S. government, China, and other countries targeted with tariffs have increased as the U.S. government has implemented and proposed tariffs and the Chinese government and other countries targeted with tariffs have proposed retaliatory tariffs.
Removed
We have been subject to cyber-attacks in the past and we may suffer data security breaches arising from future attacks. We may currently be at a higher risk of a security breach due to cyber-attacks related to the ongoing geopolitical uncertainty.
Added
In addition, executive leadership transition periods, including adding new personnel, could be difficult as new executives gain an understanding of our business and strategy. For example, the Board of Directors of the Company appointed Peter D. Fitzsimmons to serve as the President and Chief Executive Officer as of March 28, 2025, immediately upon the departure of Michael T.
Removed
To the extent we acquire stores or expand into new geographic regions, we must anticipate the needs of customers and the vehicle population in those regions, which may differ from our existing customers and the vehicle populations we serve, while integrating the stores in the new geographic region into our existing network of stores.
Added
In late 2024, we became aware of a cyber incident relating to suspicious activity in one employee’s electronic mailbox, during which incident the unknown and unauthorized actor had access to files that included certain personally identifiable information of current and former employees.
Removed
Changes in operational results, cash flows, tax laws and the market price of our common stock could also impact our common stock repurchase program and other capital activities. For example, the Inflation Reduction Act of 2022 imposed a 1% excise tax on certain common stock repurchases.
Added
After we notified affected individuals in accordance with applicable laws, multiple plaintiffs filed purported class actions against us seeking monetary damages. We have incurred and will continue to incur expenses relating to this incident, subject to the amount of our deductibles under our insurance policies.
Removed
Monro, Inc. 2024 Form 10-K 16 Table of Contents RISK FACTORS Although shareholders approved an amendment to our certificate of incorporation to declassify our Board of Directors, annual elections of all of our directors will not begin until our 2025 annual meeting of shareholders (see Note 17 to the Company’s consolidated financial statements for further detail ).
Added
We may not have the resources or technical expertise to anticipate or prevent rapidly evolving types of cyber-attacks. Attacks have been targeted at us, our customers, or others who have entrusted us with information.
Added
Any excess goodwill resulting from the impairment test must be written off in the period of determination. For example, during the fourth quarter of 2025, we experienced a decline in our market capitalization as a result of a decrease in our stock price.
Added
Our stock price has a history of volatility, however, given the decrease was sustained throughout the quarter, we viewed this event as a triggering event and performed a quantitative analysis of the fair value of the Company’s single reporting unit as of March 29, 2025 which resulted in an estimated fair value that exceeded its carrying value, including goodwill.
Added
Under further analysis, we concluded that no impairment of goodwill was required as of March 29, 2025, and we have since undertaken operational changes, including changes in management and strategy, that we believe will lead to improvements in the performance of the business and cash flows.
Added
Additionally, we have evaluated our ability to recover the carrying value of our intangible assets and also concluded that we do not have any impairment of intangible assets for the year ended March 29, 2025.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn general, we lease store sites for a five-year period with various renewal options. Giving effect to all renewal options, approximately 59 percent of the store leases (569 stores) expire after March 2034. We own our corporate headquarters building located in Rochester, New York, and we lease and own additional office space elsewhere in the U.S.
Biggest changeOur policy is to situate new Company-operated stores in the best locations, without regard to the form of ownership required to develop the locations. In general, we lease store sites for a five-year period with various renewal options. Giving effect to all renewal options, approximately 57 percent of the store leases (529 stores) expire after March 2035.
We also lease two retread facilities located in Florida and Tennessee. Assets held for sale We classify long-lived assets to be sold as held for sale in the period in which all of the required criteria are met.
We lease our corporate headquarters building located in Fairport, New York, and we lease additional office space elsewhere in the U.S. We also lease two retread facilities located in Florida and Tennessee. Assets held for sale We classify long-lived assets to be sold as held for sale in the period in which all of the required criteria are met.
On June 1, 2023, we announced the planned sale of our corporate headquarters at 200 Holleder Parkway in Rochester, New York and our plan to relocate our corporate headquarters to another location in the greater Rochester area.
On June 1, 2023, we announced the planned sale of our corporate headquarters at 200 Holleder Parkway in Rochester, New York and our plan to relocate our corporate headquarters to another location in the greater Rochester area. We determined that the related assets met the criteria to be classified as held for sale as of March 30, 2024.
Properties Company-operated Stores as of March 30, 2024 Stores Company-operated Stores as of March 30, 2024 Stores Arkansas 2 Minnesota 9 California 103 Missouri 25 Connecticut 35 Nevada 14 Delaware 7 New Hampshire 29 Florida 106 New Jersey 43 Georgia 13 New York 142 Idaho 4 North Carolina 56 Illinois 34 Ohio 135 Indiana 38 Pennsylvania 126 Iowa 18 Rhode Island 11 Kentucky 33 South Carolina 14 Louisiana 20 Tennessee 17 Maine 18 Vermont 7 Maryland 70 Virginia 68 Massachusetts 40 West Virginia 9 Michigan 31 Wisconsin 11 Total 1,288 Company-operated Stores and Other Properties as of March 30, 2024 Stores Owned 330 Leased 902 Owned buildings on leased land 56 Total 1,288 Our policy is to situate new Company-operated stores in the best locations, without regard to the form of ownership required to develop the locations.
Properties Company-operated Stores as of March 29, 2025 Stores Company-operated Stores as of March 29, 2025 Stores Arkansas 2 Minnesota 9 California 100 Missouri 24 Connecticut 35 Nevada 14 Delaware 7 New Hampshire 28 Florida 104 New Jersey 41 Georgia 12 New York 142 Idaho 4 North Carolina 55 Illinois 33 Ohio 130 Indiana 38 Pennsylvania 120 Iowa 18 Rhode Island 11 Kentucky 33 South Carolina 14 Louisiana 19 Tennessee 17 Maine 18 Vermont 7 Maryland 70 Virginia 68 Massachusetts 39 West Virginia 9 Michigan 30 Wisconsin 9 Total (a) 1,260 Company-operated Stores and Other Properties as of March 29, 2025 Stores Owned 330 Leased 875 Owned buildings on leased land 55 Total (a) 1,260 (a) Following the completion of the Store Closure Plan, we expect to retain 1,115 Company-operated stores.
We determined that the related assets of $5.9 million met the criteria to be classified as held for sale as of March 30, 2024. Monro, Inc. 2024 Form 10-K 21 Table of Contents LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES
Monro, Inc. 2025 Form 10-K 21 Table of Contents LEGAL PROCEEDINGS & MINE SAFETY DISCLOSURES
Added
On July 3, 2024, we completed the sale of our corporate headquarters. We received net proceeds of approximately $9.1 million and recorded a net gain of approximately $2.8 million in operating, selling, general and administrative expenses in our Consolidated Statements of (Loss) Income and Comprehensive (Loss) Income for the year ended March 29, 2025.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMonro, Inc. 2024 Form 10-K 23 Table of Contents OTHER INFORMATION Stock Performance Graph Fiscal Years Ended March 2019 2020 2021 2022 2023 2024 Monro, Inc. $ 100.00 $ 51.32 $ 78.33 $ 53.79 $ 61.38 $ 40.46 S&P SmallCap 600 Index 100.00 74.11 144.76 146.54 133.62 154.90 S&P Composite 1500 Specialty Retail Index 100.00 84.40 160.53 160.65 168.56 220.77 The graph above compares the cumulative total shareholder return on our common stock for the last five fiscal years ended March with the cumulative return on (i) the S&P SmallCap 600 Index and (ii) the S&P Composite 1500 Specialty Retail Index.
Biggest changeMonro, Inc. 2025 Form 10-K 23 Table of Contents OTHER INFORMATION Stock Performance Graph Fiscal Years Ended March 2020 2021 2022 2023 2024 2025 Monro, Inc. $ 100.00 $ 152.64 $ 104.82 $ 119.61 $ 78.84 $ 37.90 S&P SmallCap 600 Index 100.00 195.33 197.73 180.30 209.02 201.95 S&P Composite 1500 Specialty Retail Index 100.00 190.20 190.35 199.71 261.58 258.97 The graph above compares the cumulative total shareholder return on our common stock for the last five fiscal years ended March with the cumulative return on (i) the S&P SmallCap 600 Index and (ii) the S&P Composite 1500 Specialty Retail Index.
This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies. Dividends Dividends declared per share for 2024, 2023, and 2022 are disclosed in our Consolidated Statements of Changes in Shareholders’ Equity .
This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies. Dividends Dividends declared per share for 2025, 2024, and 2023 are disclosed in our Consolidated Statements of Changes in Shareholders’ Equity .
As of March 30, 2024, the dollar value of shares that may yet be purchased under the program is $9.1 million. We are currently prohibited from repurchasing our securities if there are outstanding amounts under the Credit Facility immediately before or after giving effect to the repurchase.
As of March 29, 2025, the dollar value of shares that may yet be purchased under the program is $9.1 million. We are currently prohibited from repurchasing our securities if there are outstanding amounts under the Credit Facility immediately before or after giving effect to the repurchase.
For additional information regarding our Stock Repurchase Plan, see Note 16 to the Company’s consolidated financial statements. Holders of Record As of May 17, 2024, our common stock was held by approximately 44 shareholders of record.
For additional information regarding our Stock Repurchase Plan, see Note 16 to the Company’s consolidated financial statements. Holders of Record As of May 16, 2025 our common stock was held by approximately 45 shareholders of record.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeManagement 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, such as costs related to shareholder matters from our equity capital structure recapitalization, transition costs related to back-office optimization, corporate headquarters relocation costs, and items related to store closings, as well as acquisition initiatives.
Biggest changeManagement 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 items that are not part of our core operations, such as store impairment charges, transition costs related to back-office optimization, management restructuring/transition costs, store closing costs, litigation reserve costs, costs related to shareholder matters from our equity capital structure recapitalization, net loss on subsequent inventory adjustment related to the prior year sale of wholesale tire and distribution assets, and a gain on sale of corporate headquarters net of closing and relocation costs.
Reconciliations of these non-GAAP financial measures to GAAP measures are provided beginning on page 27 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.
Reconciliations of these non-GAAP financial measures to GAAP measures are provided beginning on page 29 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.
Item 6. [Reserved] Monro, Inc. 2024 Form 10-K 24 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Executive Overview We continue to make strategic investments to support our operating and financial model designed to drive sustainable sales and profit growth.
Item 6. [Reserved] Monro, Inc. 2025 Form 10-K 24 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Executive Overview We continue to make strategic investments to support our operating and financial model designed to drive sustainable sales and profit growth.
If that occurs, demand for our products and services may decline, possibly significantly, which may significantly and adversely impact our business, results of operations and financial position. Financial Summary We operate on a 52/53-week fiscal year ending on the last Saturday in March. Fiscal year 2024 contained 53 weeks and fiscal 2023 contained 52 weeks.
If that occurs, demand for our products and services may further decline, possibly significantly, which may significantly and adversely impact our business, results of operations and financial position. Financial Summary We operate on a 52/53-week fiscal year ending on the last Saturday in March. Fiscal year 2025 contained 52 weeks and fiscal 2024 contained 53 weeks.
The discussion of our fiscal 2023 performance compared to our fiscal 2022 performance and our financial condition as of March 25, 2023 is incorporated herein by reference to Part I ,
The discussion of our fiscal 2024 performance compared to our fiscal 2023 performance and our financial condition as of March 30, 2024 is incorporated herein by reference to Part I ,
Recent Developments On May 23, 2024, we entered into a Fourth Amendment to our Credit Facility, which, among other things, amends the terms of certain of the financial and restrictive covenants in the credit agreement to provide us with additional flexibility to operate our business from the first quarter of fiscal 2025 through the fourth quarter of fiscal 2026.
On May 23, 2025, we entered into an amendment (the “Fifth Amendment”) to our Credit Facility, which, among other things, amends the terms of certain of the financial and restrictive covenants in the credit agreement to provide us with additional flexibility to operate our business from the first quarter of fiscal 2026 through the first quarter of fiscal 2027.
These conditions may give rise to an economic slowdown, and perhaps a recession, and could further increase our costs and/or impact our revenues. It is unclear whether the current economic conditions and government responses to these conditions, including inflation, changing interest rates, and geopolitical uncertainty, will result in an economic slowdown or recession in the United States.
It is unclear whether the current economic conditions and government responses to these conditions, including inflation, tariffs, changing interest rates, and geopolitical uncertainty, will result in an economic slowdown or recession in the United States.
Analysis of Results of Operations Summary of Operating Income Percent Change (thousands) 2024 2023 2024/2023 Sales $ 1,276,789 $ 1,325,382 (3.7) % Cost of sales, including distribution and occupancy costs 824,686 869,207 (5.1) Gross profit 452,103 456,175 (0.9) Operating, selling, general and administrative expenses 380,678 376,425 1.1 Operating income $ 71,425 $ 79,750 (10.4) % We have elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented.
Analysis of Results of Operations Summary of Operating Income Percent Change (thousands) 2025 2024 2025/2024 Sales $ 1,195,334 $ 1,276,789 (6.4) % Cost of sales, including occupancy costs 777,689 824,686 (5.7) Gross profit 417,645 452,103 (7.6) Operating, selling, general and administrative expenses 405,080 380,678 6.4 Operating income $ 12,565 $ 71,425 (82.4) % We have elected to omit discussion on the earliest of the three years covered by the consolidated financial statements presented.
Fiscal 2024 included the following notable items: Diluted earnings per common share (“EPS”) were $1.18. Adjusted diluted EPS, a non-GAAP measure, were $1.33. Sales decreased 3.7 percent, primarily due to closed stores and lower overall comparable store sales. Comparable store sales decreased 2.0 percent from the prior year, or a decrease of 3.9 percent when adjusted for days. Operating income of $71.4 million was 10.4 percent lower than the prior year. Net income was $37.6 million. Adjusted net income, a non-GAAP measure, was $42.4 million.
Fiscal 2025 included the following notable items: Diluted loss per common share was ($0.22). Adjusted diluted earnings per share (“EPS”), a non-GAAP measure, were $0.48. Sales decreased 6.4 percent, primarily due to lower overall comparable store sales resulting from lower store traffic and fewer selling days. Comparable store sales decreased 5.3 percent from the prior year, or a decrease of 3.5 percent when adjusted for days. Operating income of $12.6 million was 82.4 percent lower than the prior year, and was negatively impacted by an increase in store impairment charges of $22.4 million from the prior year. Net loss was $5.2 million. Adjusted net income, a non-GAAP measure, was $15.6 million.
For details regarding the sale and subsequent proceeds, see Note 2 to our consolidated financial statements. Economic Conditions The United States economy has experienced high inflation during fiscal 2023 and fiscal 2024 and there are market expectations that inflation may remain at elevated levels for a sustained period.
See additional discussion under Part II , Item 9B , “ Other Information ”, and Note 6 to our consolidated financial statements. Economic Conditions The United States economy has experienced significant inflation during fiscal 2024 and fiscal 2025 and there are market expectations that consumer prices may remain at elevated levels for a sustained period.
We have done this through our investment strategy focused on improving guest experience, enhancing customer-centric engagement, optimizing product and service offerings, and accelerating productivity and team engagement, as well as our growth strategy, including executing on accretive acquisition opportunities.
We have done this through our investment strategy focused on improving guest experience, enhancing customer-centric engagement, optimizing product and service offerings, and accelerating productivity and team engagement. Recent Developments The Board of Directors of the Company appointed Peter D.
Monro, Inc. 2024 Form 10-K 25 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Adjusted net income and adjusted diluted EPS, each of which is a measure not derived in accordance with generally accepted accounting principles in the U.S. (“GAAP”), exclude the impact of certain items.
Earnings Per Common Share Percent Change 2025 2024 2025/2024 Diluted (loss) earnings per common share $ (0.22) $ 1.18 (118.6) % Adjustments 0.70 0.15 Adjusted diluted earnings per common share $ 0.48 $ 1.33 (63.9) % Monro, Inc. 2025 Form 10-K 25 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Adjusted net income and adjusted diluted EPS, each of which is a measure not derived in accordance with generally accepted accounting principles in the U.S.
Removed
See additional discussion under Part II , Item 9B , “ Other Information ”, and Note 6 to our consolidated financial statements. 2023 Divestiture On June 17, 2022, we completed the sale of assets relating to our wholesale tire operations and internal tire distribution operations to ATD.
Added
Fitzsimmons to serve as the President and Chief Executive Officer as of March 28, 2025, immediately upon the departure of Michael T. Broderick on March 27, 2025. In connection with Mr.
Removed
The total purchase price was $102 million, consisting of $62 million paid by ATD at closing, of which $5 million was held in escrow, and the remaining $40 million to be paid quarterly over approximately three years based on our tire purchases from or through ATD pursuant to a distribution and fulfillment agreement.
Added
Fitzsimmons’ appointment, the Company also entered into a consulting agreement with AlixPartners, LLP (“AlixPartners”) as of March 28, 2025, pursuant to which AlixPartners will assess the Company’s operations to develop a plan to improve the Company’s financial performance. We evaluated market segmentation and demographic data specific to geographic areas where our stores are located.
Removed
In addition, labor availability has continued to be constrained and market labor costs have continued to increase. The U.S. Federal Reserve Board also has increased interest rates during fiscal 2023 and fiscal 2024 and interest rate changes may occur in the coming months.
Added
As a result, we plan to close 145 underperforming stores in the first quarter of fiscal 2026 that we have identified to have failed to maintain an acceptable level of profitability. See additional discussion under Part II , Item 9B , “ Other Information ”.
Removed
Earnings Per Common Share Percent Change 2024 2023 2024/2023 Diluted EPS $ 1.18 $ 1.20 (1.7) % Adjustments 0.15 0.17 Adjusted diluted EPS $ 1.33 $ 1.36 (2.2) % Note: Amounts may not foot due to rounding.
Added
In addition, labor availability has continued to be constrained and market labor costs have continued to increase. These conditions may give rise to an economic slowdown, and perhaps a recession, and could further increase our costs and/or impact our revenues.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

58 edited+28 added−18 removed23 unchanged
Biggest changeAdjusted net income is summarized as follows: Reconciliation of Adjusted Net Income (thousands) 2024 2023 Net income $ 37,571 $ 39,048 Store impairment charges 1,915 982 Net loss (gain) on sale of wholesale tire and distribution assets (a) 304 (3,496) Store closing costs 208 515 Monro.Forward initiative costs — 260 Acquisition due diligence and integration costs 5 31 Litigation reserve/settlement costs — 2,000 Management restructuring/transition costs (b) 1,210 1,338 Costs related to shareholder matters 1,355 1,232 Transition costs related to back-office optimization 1,236 361 Corporate headquarters relocation costs 334 — Provision for income taxes on pre-tax adjustments (1,740) (825) Certain discrete tax items (c) — 3,034 Adjusted net income $ 42,398 $ 44,480 (a) Amounts include a loss on subsequent inventory adjustments in fiscal 2024, and gain on sale of related warehouse, net of associated closing costs, in fiscal 2023.
Biggest changeAdjusted net income is summarized as follows: Reconciliation of Adjusted Net Income (thousands) 2025 2024 Net (loss) income $ (5,182) $ 37,571 Store impairment charges 24,355 1,915 Transition costs related to back-office optimization 2,263 1,236 Management restructuring/transition costs (a) 1,778 1,210 Store closing costs 1,203 208 Litigation reserve 650 — Net loss on sale of wholesale tire and distribution assets (b) — 304 Acquisition due diligence and integration costs — 5 Costs related to shareholder matters — 1,355 Net gain on sale of corporate headquarters (c) (2,508) 334 Provision for income taxes on pre-tax adjustments (6,935) (1,740) Adjusted net income $ 15,624 $ 42,398 (a) Costs incurred in connection with restructuring and elimination of certain management positions.
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.
In addition, because we believe a 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.
During the Covenant Relief Period, the maximum ratio of adjusted debt to EBITDAR remains at 4.75x to 1.00x, except that, if we completed a qualified acquisition during the Covenant Relief Period, the maximum ratio would increase to 5.00x to 1.00x for a certain 12-month period after the qualified acquisition.
During the Extended Covenant Relief Period, the maximum ratio of adjusted debt to EBITDAR remains at 4.75x to 1.00x, except that, if we completed a qualified acquisition during the Extended Covenant Relief Period, the maximum ratio would increase to 5.00x to 1.00x for a certain 12-month period after the qualified acquisition.
In addition, the Fourth Amendment modifies the definition of “EBITDAR” to permit add-backs relating to expenses, and restrict add-backs related to gains, associated with store closures of (a) all non-cash items and (b) cash items up to 20% of EBITDA from the first quarter of fiscal 2025 through the fourth quarter of fiscal 2026 and up to 15% of EBITDA from the first quarter of fiscal 2027 and thereafter.
In addition, the Fourth Amendment modified the definition of “EBITDAR” to permit add-backs relating to expenses, and restrict add-backs related to gains, associated with store closures of (a) all non-cash items and (b) cash items up to 20% of EBITDA from the first quarter of fiscal 2025 through the fourth quarter of fiscal 2026 and up to 15% of EBITDA from the first quarter of fiscal 2027 and thereafter.
During the Covenant Relief Period, the interest rate spread charged on borrowings increases by 25 basis points. During the Covenant Relief Period, the restrictions on our ability to declare dividends were modified to reduce the cushion inside the threshold required for us to be able to declare dividends without restriction from 0.50x to 0.25x.
During the Covenant Relief Period, the interest rate spread charged on borrowings increased by 25 basis points. During the Covenant Relief Period, the restrictions on our ability to declare dividends were modified to reduce the cushion inside the threshold required for us to be able to declare dividends without restriction from 0.50x to 0.25x.
For details regarding our share repurchase program, see Part II , Item 5 , “ Market for the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ” of this report and to our consolidated financial statements.
For details regarding our share repurchase program, see Part II , Item 5 , “ Market for the Company's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ” of this report and Note 16 to our consolidated financial statements.
Monro, Inc. 2024 Form 10-K 30 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Summary of Cash Flows The following table presents a summary of our cash flows from operating, investing, and financing activities.
Monro, Inc. 2025 Form 10-K 30 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Summary of Cash Flows The following table presents a summary of our cash flows from operating, investing, and financing activities.
In addition, during the Covenant Relief Period, we must have minimum liquidity of at least $400 million to declare dividends. We are prohibited from repurchasing our securities during the Covenant Relief Period if there are outstanding amounts under the Credit Facility immediately before or after giving effect to the repurchase.
In addition, during the Extended Covenant Relief Period, we must have minimum liquidity of at least $300 million to declare dividends. We are prohibited from repurchasing our securities during the Extended Covenant Relief Period if there are outstanding amounts under the Credit Facility immediately before or after giving effect to the repurchase.
During the Covenant Relief Period, the minimum interest coverage ratio will be reduced from 1.55x to 1.00x to: (a) 1.25x to 1.00x from the first quarter of fiscal 2025 through the first quarter of fiscal 2026; (b) 1.35x to 1.00x from the second quarter of fiscal 2026 through the fourth quarter of fiscal 2026; and (c) 1.55x to 1.00x for the first quarter of fiscal 2027 and thereafter.
During the Covenant Relief Period, the minimum interest coverage ratio was reduced from 1.55x to 1.00x to: (a) 1.25x to 1.00x from the first quarter of fiscal 2025 through the first quarter of fiscal 2026; (b) 1.35x to 1.00x from the second quarter of fiscal 2026 through the fourth quarter of fiscal 2026; and (c) 1.55x to 1.00x for the first quarter of fiscal 2027 and thereafter.
Valuation of Long-Lived Assets We assess potential impairments to our long-lived assets, which include property and equipment and ROU assets, whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable.
Valuation of Long-Lived Assets We assess potential impairments to our long-lived assets, which include property and equipment and Right of Use (“ROU”) assets, whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable.
Accounting Standards See “Recent Accounting Pronouncements” in Note 1 to the Company’s consolidated financial statements for a discussion of the impact of recently issued accounting standards on our consolidated financial statements as of March 30, 2024 and for the year then ended, as well as the expected impact on the consolidated financial statements for future periods.
Accounting Standards See “Recent Accounting Pronouncements” in Note 1 to the Company’s consolidated financial statements for a discussion of the impact of recently issued accounting standards on our consolidated financial statements as of March 29, 2025 and for the year then ended, as well as the expected impact on the consolidated financial statements for future periods.
Cash used for financing activities For 2024, cash used for financing activities was $121.6 million which was primarily due to the payment of finance lease principal and dividends of $39.0 million and $35.5 million, respectively, as well as payment on our Credit Facility, net of amounts borrowed during the period, of $3.0 million.
For 2024, cash used for financing activities was $121.6 million which was primarily due to payment of finance lease principal and dividends of $39.0 million and $35.5 million, respectively, as well as payment on our Credit Facility, net of amounts borrowed during the period, of $3.0 million. Also, we used $44.0 million to repurchase common stock during 2024.
This was primarily due to cash used for capital expenditures, including property and equipment, of $25.5 million, offset by subsequent proceeds from the sale of our wholesale tire locations and distribution assets and from other property and equipment for $20.6 million and 2.9 million, respectively. For 2023, cash provided by investing activities was $26.5 million.
For 2024, cash used for investing activities was $2.0 million. This was primarily due to cash used for capital expenditures, including property and equipment of $25.5 million, offset by subsequent proceeds from the sale of our wholesale tire locations and distributions assets and from other property and equipment for $20.6 million and $2.9 million, respectively.
Conversely, we may also periodically determine that it is in our best interests to voluntarily repay certain indebtedness early. Dividends We paid cash dividends of $1.12 per share totaling $35.5 million in 2024 and $36.4 million in 2023. Share Repurchases We returned $44.5 million to shareholders through share repurchases during fiscal 2024, inclusive of excise tax of $0.4 million.
Conversely, we may also periodically determine that it is in our best interests to voluntarily repay certain indebtedness early. Dividends We declared dividends of $1.12 per share totaling $34.9 million in 2025 and $35.5 million in 2024. Share Repurchases We returned $44.5 million to shareholders through share repurchases during fiscal 2024, inclusive of excise tax of $0.4 million.
Working Capital Management As of March 30, 2024, we had a working capital deficit of $201.9 million, an increase from $190.7 million as of March 25, 2023. The overall working capital deficit is a result of our supply chain finance program. We have agreed to contractual payment terms and conditions with our suppliers.
Working Capital Management As of March 29, 2025, we had a working capital deficit of $246.9 million, an increase from $201.9 million as of March 30, 2024. The overall working capital deficit is a result of our supply chain finance program. We have agreed to contractual payment terms and conditions with our suppliers.
We believe that our ability to successfully differentiate our guests’ experience through a careful combination of merchandise assortment, price strategy, convenience, and other factors will, over the long-term, drive both increasing guest traffic and the average ticket amount spent.
We expect that comparable store sales growth will significantly impact our total sales growth. We believe that our ability to successfully differentiate our guests’ experience through a careful combination of merchandise assortment, price strategy, convenience, and other factors will, over the long-term, drive both increasing guest traffic and the average ticket amount spent.
Item 7. , “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” located in our Form 10-K for the fiscal year ended March 25, 2023, filed on May 22, 2023.
Item 7. , “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” located in our Form 10-K for the fiscal year ended March 30, 2024, filed on May 28, 2024.
The Fourth Amendment amends the terms of certain of the financial and restrictive covenants in the Credit Facility to provide us with additional flexibility to operate our business from the first quarter of fiscal 2025 through the fourth quarter of fiscal 2026 (the “Covenant Relief Period”).
The Fifth Amendment amends the terms of certain of the financial and restrictive covenants in the Credit Facility to provide us with additional flexibility to operate our business from the first quarter of fiscal 2026 through the first quarter of fiscal 2027 (the “Extended Covenant Relief Period”).
Monro, Inc. 2024 Form 10-K 32 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS We believe that our sources of liquidity, namely cash flow from operations, availability under our Credit Facility, and cash and equivalents on hand, will continue to be adequate to meet our contractual obligations, working capital and capital expenditure needs, finance acquisitions, fund debt maturities, and pay dividends for at least the next 12 months and the foreseeable future.
We believe that our sources of liquidity, namely cash flow from operations, availability under our Credit Facility, and cash and equivalents on hand, will continue to be adequate to meet our contractual obligations, working capital and capital expenditure needs, finance acquisitions, fund debt maturities, and pay dividends for at least the next 12 months and the foreseeable future.
Monro, Inc. 2024 Form 10-K 33 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Income Taxes We estimate our provision for income taxes, deferred tax assets and liabilities, income taxes payable, and unrecognized tax benefit liabilities based on several factors including, but not limited to, historical pre-tax operating income, future estimates of pre-tax operating income, tax planning strategies, differences between tax laws and accounting rules of various items of income and expense, statutory tax rates and credits, uncertain tax positions, and valuation allowances.
Income Taxes We estimate our provision for income taxes, deferred tax assets and liabilities, income taxes payable, and unrecognized tax benefit liabilities based on several factors including, but not limited to, historical pre-tax operating income, future estimates of pre-tax operating income, tax planning strategies, differences between tax laws and accounting rules of various items of income and expense, statutory tax rates and credits, uncertain tax positions, and valuation allowances.
The weighted average interest rate increased approximately 70 basis points from the prior year due primarily to an increase in the Credit Facility’s floating borrowing rates. Provision for Income Taxes Our effective income tax rate was 27.6 percent for 2024 compared to 31.7 percent for 2023.
The weighted average interest rate increased approximately 20 basis points from the prior year due primarily to an increase in the Credit Facility’s floating borrowing rate. Provision for Income Taxes Our effective income tax rate was 12.4 percent for 2025 compared to 27.6 percent for 2024.
Weighted average debt outstanding for 2024 decreased by approximately $105 million as compared to 2023. This decrease is primarily related to lower finance lease debt related to our stores, as well as a decrease in debt outstanding under our Credit Facility.
Weighted average debt outstanding for 2025 decreased by approximately $47 million as compared to 2024. This decrease is primarily related to lower finance lease debt related to our stores as well as lower debt outstanding under the Credit Facility.
Our management believes that the accounting estimates listed below are those that are most critical to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective, and complex judgments in estimating the effect of inherent uncertainties. Business Combinations We use the acquisition method in accounting for acquired businesses.
Our management believes that the accounting estimates listed below are those that are most critical to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective, and complex judgments in estimating the effect of inherent uncertainties.
Adjusted diluted EPS is summarized as follows: Reconciliation of Adjusted Diluted EPS 2024 2023 Diluted EPS $ 1.18 $ 1.20 Store impairment charges 0.04 0.02 Net loss (gain) on sale of wholesale tire and distribution assets 0.01 (0.08) Store closing costs (a) 0.00 0.01 Monro.Forward initiative costs — 0.01 Acquisition due diligence and integration costs (a) 0.00 0.00 Litigation reserve/settlement costs — 0.05 Management restructuring/transition costs 0.03 0.03 Costs related to shareholder matters 0.03 0.03 Transition costs related to back-office optimization 0.03 0.01 Corporate headquarters relocation costs 0.01 — Certain discrete tax items — 0.09 Adjusted diluted EPS $ 1.33 $ 1.36 (a) 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.
Adjusted diluted EPS is summarized as follows: Reconciliation of Adjusted Diluted EPS 2025 2024 Diluted EPS $ (0.22) $ 1.18 Store impairment charges 0.61 0.04 Transition costs related to back-office optimization 0.06 0.03 Management restructuring/transition costs 0.04 0.03 Store closing costs (a) 0.03 0.00 Litigation reserve 0.02 — Net loss on sale of wholesale tire and distribution assets — 0.01 Acquisition due diligence and integration costs (a) — 0.00 Costs related to shareholder matters — 0.03 Net gain on sale of corporate headquarters (0.06) 0.01 Adjusted diluted EPS $ 0.48 $ 1.33 (a) 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.
Monro, Inc. 2024 Form 10-K 31 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS 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 are in compliance with the financial covenants and other restrictions in the First Amendment and Credit Facility.
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 are in compliance with the financial covenants and other restrictions in the First Amendment and Credit Facility.
Sales by Product Category 2024 2023 Tires 48 % 50 % Maintenance service 28 27 Brakes 14 14 Steering (a) 8 8 Other 2 1 Total 100 % 100 % (a) Steering product category includes front end/shocks and alignment product category sales.
Sales by Product Category 2025 2024 Tires 47 % 47 % Maintenance Service 28 28 Brakes 13 14 Steering (a) 9 8 Batteries 2 2 Other 1 1 Total 100 % 100 % (a) Steering product category includes front end/shocks and alignment product category sales.
See adjustments from the Reconciliation of Adjusted Net Income table above for pre-tax amounts. Monro, Inc. 2024 Form 10-K 29 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS 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 each of the last three fiscal years.
Monro, Inc. 2025 Form 10-K 29 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS 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 each of the last three fiscal years.
Monro, Inc. 2024 Form 10-K 28 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS 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.
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.
Also, we used $96.9 million to repurchase common stock during 2023. Credit Facility Interest only is payable monthly throughout the term of our Credit Facility. 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.
Credit Facility Interest only is payable monthly throughout the term of our Credit Facility. The current borrowing capacity for the Credit Facility is $500 million and includes an accordion feature permitting us to request an increase in availability of up to an additional $250 million.
The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022.
The excise tax is assessed at one percent of the fair market value of net stock repurchases after December 31, 2022. We did not repurchase any shares during fiscal 2025.
As part of our working capital management, we facilitate a voluntary supply chain finance program to provide our 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 15 to our consolidated financial statements.
As part of our working capital management, we facilitate a voluntary supply chain finance program to provide our suppliers with the opportunity to sell receivables due from Monro to a participating financial institution subject to the independent discretion of both the supplier and participating financial institution.
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 368 selling days in 2024 and 361 selling days in 2023.
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. There were 361 selling days in 2025 and 368 selling days in 2024. Sales growth – from both comparable store sales and new stores – represents an important driver of our long-term profitability.
Mortgages and specific lease financing arrangements with other parties (with certain limitations) are permitted under the Credit Facility. Other specific terms and the maintenance of specified ratios are generally consistent with our prior financing agreement. Additionally, the Credit Facility is not secured by our real property, although we have agreed not to encumber our real property, with certain permissible exceptions.
Other specific terms and the maintenance of specified ratios are generally consistent with our prior financing agreement. Additionally, the Credit Facility is not secured by our real property, although we have agreed not to encumber our real property, with certain permissible exceptions. We were in compliance with all debt covenants at March 29, 2025.
Change in Number of Stores 2024 Beginning store count 1,299 Opened 1 Closed (12) Ending store count 1,288 Cost of Sales and Gross Profit Gross Profit (thousands) 2024 2023 Gross profit $ 452,103 $ 456,175 Percentage of sales 35.4 % 34.4 % Dollar change compared to prior year $ (4,072) Percentage change compared to prior year (0.9) % Gross profit, as a percentage of sales, increased 100 basis points (“bps”) in 2024 as compared to the prior year.
Change in Number of Stores 2025 Beginning store count 1,288 Closed (28) Ending store count 1,260 Cost of Sales and Gross Profit Gross Profit (thousands) 2025 2024 Gross profit $ 417,645 $ 452,103 Percentage of sales 34.9 % 35.4 % Dollar change compared to prior year $ (34,458) Percentage change compared to prior year (7.6) % Gross profit, as a percentage of sales, decreased 50 basis points (“bps”) in 2025 as compared to the prior year.
We believe 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 and return cash to our shareholders through our dividend program.
We believe the cash we generate from our operations will allow us to continue to support business operations, pay down debt and return cash to our shareholders through our dividend program.
Comparable Store Product Category Sales Change (a) 2024 2023 Tires (4) % 5 % Maintenance Service (2) % 5 % Brakes (4) % (1) % Alignment (4) % (4) % Front end/shocks (8) % (2) % (a) The comparable store product category sales change for the year ended March 30, 2024 are adjusted for days.
Comparable Store Product Category Sales Change (a) 2025 2024 Batteries 19 % 6 % Front end/shocks 2 % (8) % Alignment 0 % (4) % Tires (3) % (4) % Maintenance Service (4) % (2) % Brakes (8) % (4) % (a) The comparable store product category sales change are adjusted for selling days.
For 2023, cash provided by operating activities was $215.0 million, which consisted of net income of $39.0 million, adjusted by non-cash charges of $80.9 million and by a change in operating assets and liabilities of $95.1 million. The non-cash charges were largely driven by $77.0 million of depreciation and amortization.
For 2024, cash provided by operating activities was $125.2 million, which consisted of net income of $37.6 million, adjusted by non-cash charges of $86.3 million and by a change in operating assets and liabilities of $1.4 million. The non-cash charges were largely driven by $72.2 million of depreciation and amortization.
This was primarily due to cash from the sale of our wholesale tire locations and distribution assets and from other property and equipment for $65.3 million and $7.2 million, respectively, partially offset by cash used for capital expenditures, including property and equipment, and acquisitions of $39.0 million and $6.7 million, respectively.
This was primarily due to cash used for capital expenditures, including property and equipment, of $26.4 million, offset by subsequent proceeds from the sale of our wholesale tire locations and distribution assets and from other property and equipment, including the proceeds related to the sale of our corporate headquarters, for $12.0 million and $13.1 million, respectively.
Also, we used $44.0 million to repurchase common stock during 2024. For 2023, cash used for financing activities was $244.6 million which was primarily due to payment on our Credit Facility, net of amounts borrowed during the period, of $71.5 million, as well as payment of finance lease principal and dividends of $39.5 million and $36.4 million, respectively.
Cash used for financing activities For 2025, cash used for financing activities was $116.5 million which was primarily due to payment on our Credit Facility, net of amounts borrowed during the period, of $40.8 million, as well as payment of finance lease principal and dividends of $39.8 million and $34.9 million, respectively.
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.
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.
Summary of Cash Flows (thousands) 2024 2023 Cash provided by operating activities $ 125,196 $ 215,016 Cash (used for) provided by investing activities (1,956) 26,546 Cash used for financing activities (121,563) (244,626) Increase (decrease) in cash and equivalents 1,677 (3,064) Cash and equivalents at beginning of period 4,884 7,948 Cash and equivalents at end of period $ 6,561 $ 4,884 Cash provided by operating activities For 2024, cash provided by operating activities was $125.2 million, which consisted of net income of $37.6 million, adjusted by non-cash charges of $86.3 million and by a change in operating assets and liabilities of $1.4 million.
Summary of Cash Flows (thousands) 2025 2024 Cash provided by operating activities $ 131,912 $ 125,196 Cash used for investing activities (1,231) (1,956) Cash used for financing activities (116,480) (121,563) Increase in cash and equivalents 14,201 1,677 Cash and equivalents at beginning of period 6,561 4,884 Cash and equivalents at end of period $ 20,762 $ 6,561 Cash provided by operating activities For 2025, cash provided by operating activities was $131.9 million, which consisted of net loss of $5.2 million, adjusted by non-cash charges of $93.8 million and by a change in operating assets and liabilities of $43.3 million.
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, such as costs related to shareholder matters from our equity capital structure recapitalization, transition costs related to back-office optimization, corporate headquarters relocation costs, and items related to store closings, as well as acquisition initiatives.
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 items that are not part of our core operations, such as store impairment charges, transition costs related to back-office optimization, management restructuring/transition costs, store closing costs, litigation reserve costs, costs related to shareholder matters from our equity capital structure recapitalization, net loss on subsequent inventory adjustment related to the prior year sale of wholesale tire and distribution assets, and a gain on sale of corporate headquarters net of closing and relocation costs.
Future Cash Requirements We enter into contractual obligations in the ordinary course of business that may require future cash payments. Such obligations include, but are not limited to, debt service and leasing arrangements. The timing and nature of these obligations are expected to have an impact on our liquidity and capital requirements in future periods.
For details regarding our supplier finance program, see Note 15 to our consolidated financial statements. Future Cash Requirements We enter into contractual obligations in the ordinary course of business that may require future cash payments. Such obligations include, but are not limited to, debt service and leasing arrangements.
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 $30.1 million outstanding letter of credit at March 30, 2024.
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 $30.1 million outstanding letter of credit at March 29, 2025. Mortgages and specific lease financing arrangements with other parties (with certain limitations) are permitted under the Credit Facility.
Gross Profit as a Percentage of Sales Change 2024 Gross profit change 100 bps Drivers of change in gross profit as a percentage of sales Retail material costs 140 bps Retail occupancy costs (30) bps Technician labor costs (10) bps Monro, Inc. 2024 Form 10-K 27 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Operating, Selling, General and Administrative Expenses Operating, Selling, General and Administrative Expenses (thousands) 2024 2023 Operating, Selling, General and Administrative Expenses $ 380,678 $ 376,425 Percentage of sales 29.8 % 28.4 % Dollar change compared to prior year $ 4,253 Percentage change compared to prior year 1.1 % The increase of $4. 3 million in operating, selling, general and administrative (“OSG&A”) expenses from the prior year is primarily due to an increase in OSG&A expenses from the gain on the sale to ATD of our wholesale tire locations and distribution assets, net of closing costs and costs associated with the closing of a related warehouse and inventory adjustments during the prior year, comparable and new stores, store impairment charges, as well as transition costs related to back-office optimization.
Gross Profit as a Percentage of Sales Change 2025 Gross profit change (50) bps Drivers of change in gross profit as a percentage of sales Retail material costs (80) bps Retail occupancy costs (50) bps Technician labor costs 80 bps Monro, Inc. 2025 Form 10-K 27 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Operating, Selling, General and Administrative Expenses Operating, Selling, General and Administrative Expenses (thousands) 2025 2024 Operating, Selling, General and Administrative Expenses $ 405,080 $ 380,678 Percentage of sales 33.9 % 29.8 % Dollar change compared to prior year $ 24,402 Percentage change compared to prior year 6.4 % The increase of $24.4 million in operating, selling, general and administrative (“OSG&A”) expenses from the prior year is primarily due to an increase of $22.4 million in store impairment charges related to certain owned and leased assets.
The non-cash charges were largely driven by $72.2 million of depreciation and amortization. The change in operating assets and liabilities was largely due to an increase in accrued expenses of $14.9 million, primarily related to timing of payroll and insurance payments.
The change in operating assets and liabilities was largely due to an increase in accrued expenses of $14.9 million, primarily related to timing of payroll and insurance payments. This source of cash was offset by our accounts payable and inventory balances being a use of cash of $9.8 million and $6.4 million, respectively.
OSG&A Expenses Change (thousands) 2024 OSG&A expenses change $ 4,253 Drivers of change in OSG&A expenses Increase from gain on sale of wholesale tire locations and distribution assets, net $ 3,800 Increase from comparable stores $ 3,171 Increase from new stores $ 1,187 Increase from store impairment charges $ 933 Increase from transition costs related to back-office optimization $ 875 Decrease from other non-recurring costs, net $ (264) Decrease from litigation reserve/settlement costs $ (2,000) Decrease from closed stores $ (3,449) Other Performance Factors Net Interest Expense Net interest expense of $20.0 million for 2024 decreased $3.2 million as compared to the prior year and decreased as a percentage of sales from 1.7 percent to 1.6 percent.
OSG&A Expenses Change (thousands) 2025 OSG&A expenses change $ 24,402 Drivers of change in OSG&A expenses Increase in store impairment charges $ 22,440 Increase in store advertising costs $ 3,516 Increase from comparable stores $ 3,361 Increase from transition costs related to back-office optimization $ 1,027 Increase in store closing costs $ 995 Increase in litigation reserve $ 650 Increase from management restructuring/transition costs $ 568 Increase from new stores $ 95 Decrease from other non-recurring costs, net $ (309) Decrease from costs related to shareholder matters $ (1,355) Decrease from net gain on sale of corporate headquarters $ (2,842) Decrease from closed stores $ (3,744) Other Performance Factors Net Interest Expense Net interest expense of $18.9 million for 2025 decreased $1.1 million as compared to the prior year and remained at 1.6 percent as a percentage of sales.
During the Covenant Relief Period, we may acquire stores or other businesses as long as we have minimum liquidity of at least $400 million after completing the acquisition. Except as amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment, the remaining terms of the Credit Facility remain in full force and effect.
During the Extended Covenant Relief Period, we may acquire stores or other businesses as long as we have minimum liquidity of at least $300 million after completing the acquisition. In addition, the Fifth Amendment permanently reduces the Credit Facility from $600 million to $500 million.
See Note 8 to the Company’s consolidated financial statements for additional information. Non-GAAP Financial Measures In addition to reporting net income and diluted EPS, which are GAAP measures, this Form 10-K includes adjusted net income and adjusted diluted EPS, which are non-GAAP financial measures.
Monro, Inc. 2025 Form 10-K 28 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Non-GAAP Financial Measures In addition to reporting net income and diluted EPS, which are GAAP measures, this Form 10-K includes adjusted net income and adjusted diluted EPS, which are non-GAAP financial measures.
Monro, Inc. 2024 Form 10-K 26 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Sales Percentage Change 2024 Sales change (3.7) % Primary drivers of change in sales Closed store sales (a) (2.2) % Comparable stores sales (b) (2.0) % New store sales (c) 0.3 % Franchise royalties 0.2 % (a) The change in closed store sales is primarily due to sales from the wholesale locations sold to American Tire Distributors (“ATD”).
Monro, Inc. 2025 Form 10-K 26 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Sales Percentage Change 2025 Sales change (6.4) % Primary drivers of change in sales Comparable stores sales (a) (5.3) % Closed store sales (0.9) % Franchise royalties (0.2) % (a) 5.3% decrease represents comparable store sales unadjusted for days.
We were in compliance with all debt covenants at March 30, 2024. On May 23, 2024, we entered into an amendment (the “Fourth Amendment”) to our Credit Facility.
On May 23, 2024, we entered into a Fourth Amendment to the Credit Facility (the “Fourth Amendment”).
Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements.
Any adverse change in these factors could have a significant impact on the recoverability of these assets and could have a material impact on our consolidated financial statements. Monro, Inc. 2025 Form 10-K 33 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS Valuation of Goodwill We assess potential impairment to our goodwill on an annual basis.
(b) Comparable store sales decreased by 3.9 percent when adjusted for days. (c) Sales from the fiscal 2023 acquisitions primarily represent the change. Broad-based inflationary pressures impacting consumers partly led to lower demand in tires and our higher margin service categories during fiscal 2024. We expect the inflationary environment to continue to impact our customers in fiscal 2025.
Comparable store sales decreased by 3.5 percent when adjusted for selling days. An increase in battery sales and front end/shocks for the year ended March 29, 2025 partially offset the decrease in sales in other categories. Broad-based economic pressures impacting consumers partly led to lower demand in tires and our higher-margin service categories during 2025.
Sales (thousands) 2024 2023 Sales $ 1,276,789 $ 1,325,382 Dollar change compared to prior year $ (48,593) Percentage change compared to prior year (3.7) % The sales decrease was due to a decrease in sales from closed stores from the prior year, as well as a decrease in comparable store sales.
Sales (thousands) 2025 2024 Sales $ 1,195,334 $ 1,276,789 Dollar change compared to prior year $ (81,455) Percentage change compared to prior year (6.4) % The sales decrease was primarily due to a decrease in comparable store sales resulting from lower store traffic and fewer selling days.
As of May 17, 2024, we had approximately $6.9 million in cash on hand. In addition, we had $472.9 million available under the Credit Facility as of May 17, 2024.
In addition, we had $499.9 million available under the Credit Facility as of May 16, 2025, subject to compliance with our covenants.
The other adjustments to diluted EPS reflect adjusted effective tax rates of 26.5 percent and 25.6 percent for 2024 and 2023, respectively. These adjusted effective tax rates exclude the income tax impacts from share-based compensation and for 2024 and 2023 and exclude certain discrete tax items for 2023.
The other adjustments to diluted EPS reflect adjusted effective tax rates of 25.0 percent and 26.5 percent for 2025 and 2024, respectively. This represents the tax effect of non-GAAP adjustments calculated at an estimated blended statutory tax rate. See adjustments from the Reconciliation of Adjusted Net Income table above for pre-tax amounts.
Contractual Obligations 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 $ 102,000 $ 102,000 Finance lease commitments/financing obligations (a) 350,900 $ 49,955 $ 92,853 76,516 $ 131,576 Operating lease commitments (a) 255,954 46,895 83,368 58,285 67,406 Total $ 708,854 $ 96,850 $ 176,221 $ 236,801 $ 198,982 (a) Finance and operating lease commitments represent future undiscounted lease payments and include $77.2 million and $49.8 million, respectively, related to options to extend lease terms that are reasonably certain of being exercised.
Contractual Obligations Commitments as of March 29, 2025 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 $ 61,250 $ — $ 61,250 $ — $ — Finance lease commitments/financing obligations (a) 314,872 50,141 91,451 65,607 107,673 Operating lease commitments (a) 241,890 47,696 81,234 50,418 62,542 Total $ 618,012 $ 97,837 $ 233,935 $ 116,025 $ 170,215 (a) Finance and operating lease commitments represent future undiscounted lease payments and include $58.5 million and $34.9 million, respectively, related to options to extend lease terms that are reasonably certain of being exercised.
Retail material costs, as a percentage of sales, decreased due primarily to tire mix improvement and opportunistic pricing actions.
Material costs increased, as a percentage of sales, due primarily to mix within tires and increased levels of self-funded promotions. Occupancy costs, as a percentage of sales, increased as we lost leverage on these largely fixed costs.
Removed
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.
Added
Although overall comparable sales were down for the year ended March 29, 2025, we returned to year-over-year comparable store sales growth during the fourth quarter, adjusted for selling days. The following table shows the primary drivers of the change in sales between 2025 and 2024.
Removed
The decrease in sales from closed stores was driven primarily by the sale of our wholesale tire locations, representing approximately $23.9 million in sales for fiscal 2023.
Added
We expect the economic environment to continue to impact our customers into fiscal 2026. The following table shows the primary drivers of the comparable store product category sales change for 2025 compared to 2024.
Removed
The decrease in comparable store sales is primarily driven by a strained low-to-middle income consumer that disproportionately traded-down to tires at opening price points as the industry worked to clear-through an oversupply of lower-margin tires. Additionally, milder weather contributed to the general tire deferral cycle. This put pressure on overall tire units industry-wide across all regions of the country.
Added
Partially offsetting this was a decrease in technician labor costs, as a percentage of sales, due primarily to improvements in labor productivity and efficiency.
Removed
This led to weaker store traffic, which was not supportive to sales of our higher-margin service categories. These decreases were partially offset by an increase in sales from new stores and franchise royalties. The following table shows the primary drivers of the change in sales between 2024 and 2023.
Added
The following table shows the change in OSG&A expenses for 2025 compared to 2024.
Removed
Partially offsetting this increase in gross profit, as a percentage of sales, were increased retail occupancy costs, as a percentage of sales, as we lost leverage on these largely fixed costs with lower overall comparable store sales, as well as an increase in technician labor costs, as a percentage of sales, due to the impact from wage inflation.
Added
The change in the effective tax rate for 2025 is primarily related to an increase in valuation allowances as well as the impact from other adjustments, none of which are significant, on the change in pre-tax (loss) income. See Note 8 to the Company’s consolidated financial statements for additional information.
Removed
Partially offsetting these increases were decreases in costs related to closed stores, litigation reserve/settlement costs and other non-recurring costs.
Added
(b) Amount includes a loss on subsequent inventory adjustments related to the prior year sale of wholesale tire and distribution assets. (c) Amounts include the gain on sale of the corporate headquarters building net of associated closing and relocation costs.
Removed
The effective income tax rate for 2023 was higher by 4.1 percent, primarily due to 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.
Added
The timing and nature of these obligations are expected to have an impact on our liquidity and capital requirements in future periods.
Removed
(b) Costs incurred in connection with restructuring and elimination of certain management positions. (c) Certain discrete tax items related to the sale of our wholesale tire locations 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.
Added
The non-cash charges included $69.4 million of depreciation and amortization and $24.4 million of long-lived asset impairment charges. The change in operating assets and liabilities was largely due to an increase in accounts payable of $70.7 million, partially offset by an increase in our inventory balance of $27.0 million.
Removed
Note: The calculation of the impact of non-GAAP adjustments on diluted EPS is performed on each line independently. The table may not add down by +/- $0.01 due to rounding. The certain discrete tax items for 2023 are tax affected .
Added
Cash used for investing activities For 2025, cash used for investing activities was $1.2 million.
Removed
This source of cash was offset by our accounts payable and inventory balances being a use of cash of $9.8 million and $6.4 million, respectively.
Added
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.
Removed
The change in operating assets and liabilities was largely due to our supply chain finance program being a source of cash as we improved our cash flow by $120.5 million.
Added
The First Amendment amended the interest rate charged on borrowings to be based Monro, Inc. 2025 Form 10-K 31 Table of Contents MANAGEMENT’S DISCUSSION AND ANALYSIS on the greater of adjusted one-month LIBOR or 0.75 percent .

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeDebt financing had a carrying amount and a fair value of $102.0 million as of March 30, 2024, as compared to a carrying amount and a fair value of $105.0 million as of March 25, 2023. Monro, Inc. 2024 Form 10-K 34 Table of Contents FINANCIAL STATEMENTS INDEX
Biggest changeDebt financing had a carrying amount and a fair value of $61.3 million as of March 29, 2025, as compared to a carrying amount and a fair value of $102.0 million as of March 30, 2024. Monro, Inc. 2025 Form 10-K 34 Table of Contents FINANCIAL STATEMENTS INDEX
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risk from potential changes in interest rates. As of March 30, 2024, 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.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to market risk from potential changes in interest rates. As of March 29, 2025, 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 $1.0 million, based upon our debt position as of March 30, 2024, given a change in SOFR of 100 basis points.
Our cash flow exposure on floating rate debt would result in annual interest expense fluctuations of approximately $0.6 million, based upon our debt position as of March 29, 2025, given a change in SOFR of 100 basis points.

Other MNRO 10-K year-over-year comparisons