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

Financial Summary

First quarter 2022 included the following notable items:

?Diluted earnings per common share ("EPS") were $0.46.

?Adjusted diluted EPS, a non-GAAP measure, were $0.55.

?Sales increased 38.4 percent, driven by an increase in comparable store sales.

?Comparable store sales increased 34.5 percent, driven primarily by an increase in guest traffic and average ticket amount.

?Operating income of $27.9 million was 144.9 percent higher than the prior year comparable period.

?Net income was $15.7 million.

?Adjusted net income, a non-GAAP measure, was $18.8 million.



Earnings Per Common Share             Three Months Ended
                            June 26, 2021            June 27, 2020    Change
Diluted EPS                $          0.46          $          0.09  411.1 %
Adjustments                           0.09                     0.06
Adjusted diluted EPS       $          0.55          $          0.15  266.7 %

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

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

Impact of COVID-19

The full impact of the COVID-19 pandemic will depend on factors such as the length of time of the pandemic; how federal, state and local governments are responding; the efficacy and distribution of the COVID-19 vaccines; the longer-term impact of the pandemic on the economy and consumer behavior; and the effect on our customers, referred to as "guests"; employees, referred to as "teammates"; vendors and other partners.

During this time, we are focused on protecting the health and safety of our teammates and guests, while seeking to continue operating our business responsibly.

While we expect many teammates to return to our offices later this calendar year, the timing of such a return could be affected by resurgences of COVID-19 in areas where our offices are located. When we return to our offices, we expect many teammates to continue to work in a hybrid of in-person and remote work. These changes to our operations going forward may present additional challenges and increased costs to insure our offices are safe and functional for hybrid work that enable effective collaboration of both in-person and remote teammates.

Although we are experiencing unprecedented challenges during this pandemic, we continue our focus to remain as efficient as possible while still offering safe and high quality service to our guests.

Given the level of volatility and uncertainty surrounding the future impact of COVID-19, we cannot estimate with certainty the long-term impacts of the COVID-19 pandemic on our business, financial condition, results of operations, and cash flows.

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                      MANAGEMENT'S DISCUSSION AND ANALYSIS


Analysis of Results of Operations



Summary of Operating Income                            Three Months Ended
(thousands)                                      June 26, 2021     June 27, 2020       Change
Sales                                           $      341,818    $      247,059      38.4  %
Cost of sales, including distribution and
occupancy costs                                        215,887           159,605      35.3
Gross profit                                           125,931            87,454      44.0
Operating, selling, general and
administrative expenses                                 98,014            76,053      28.9
Operating income                                $       27,917    $       11,401     144.9  %


Sales

Sales include automotive undercar repair, tire replacement and tire related service sales, net of discounts, returns, etc., and revenue from the sale of warranty agreements and commissions earned from the delivery of tires. See

Note 8 to the Company's consolidated financial statements for further information. We use comparable store sales to evaluate the performance of our existing stores by measuring the change in sales for a period over the comparable, prior-year period of equivalent length. There were 90 selling days in the three months ended June 26, 2021 and in the three months ended June 27, 2020.

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



Sales                                             Three Months Ended
(thousands)                                June 26, 2021      June 27, 2020
Sales                                     $      341,818     $      247,059

Dollar change compared to prior year $ 94,759 Percentage change compared to prior year

            38.4  %


The sales increase was primarily due to an increase in comparable store sales from an increase in guest traffic and average ticket amount as the prior year period includes the low point of guest traffic during the COVID-19 pandemic to date. Additionally, there was an increase in sales from new stores. Partially offsetting these increases was a decrease in sales from closed stores. The following table shows the primary drivers of the change in sales between the three months ended June 26, 2021 and the three months ended June 27, 2020.



Sales Percentage Change             Three Months Ended
                                       June 26, 2021
Sales change                                   38.4   %
Primary drivers of change in sales
Comparable stores sales                        34.5   %
New store sales (a)                             5.7   %
Closed store sales                            (1.3)   %

(a)Sales from 2022 and 2021 acquisitions represented 5.5 percent of the change between the three months ended June 26, 2021 and the three months ended June 27, 2020.

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                      MANAGEMENT'S DISCUSSION AND ANALYSIS


As the COVID-19 pandemic has evolved, demand for automotive undercar repair services as well as replacement tires and tire related services continues to be volatile. During the three months ended June 26, 2021, comparable store sales growth increased across our product categories with significant higher growth in our higher-margin brakes and maintenance service categories, as well as our tire category, each of which experienced significant declines during the three months ended June 27, 2020.



Comparable Store Product Category Sales Change              Three Months Ended
                                                    June 26, 2021        June 27, 2020
Tires                                                       25     %            (14)   %
Maintenance                                                 42     %            (35)   %
Brakes                                                      57     %            (41)   %
Alignment                                                   54     %            (32)   %
Front end/shocks                                            40     %            (36)   %
Exhaust                                                     35     %            (37)   %


Sales by Product Category            Three Months Ended
                           June 26, 2021            June 27, 2020
Tires                              52   %                  56    %
Maintenance                        25                      23
Brakes                             14                      12
Steering (a)                        8                       8
Exhaust                             1                       1
Total                             100   %                 100    %

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

Change in Number of Company-Operated Retail Stores



Beginning store count at March 27, 2021             1,263
Opened (a)                                             30
Closed                                                 (2)
Ending store count at June 26, 2021                 1,291


(a)Related to stores acquired from the 2022 acquisition.

Cost of Sales and Gross Profit



Gross Profit                                      Three Months Ended
(thousands)                                June 26, 2021     June 27, 2020
Gross profit                              $     125,931     $      87,454
Percentage of sales                                36.8  %           35.4  %

Dollar change compared to prior year $ 38,477 Percentage change compared to prior year

           44.0  %


The increase in gross profit, as a percentage of sales, of 140 basis points ("bps") from the prior year comparable period was primarily due to a decrease in distribution and occupancy costs, as a percentage of sales, as we gained leverage on these largely fixed costs with higher overall comparable store sales. The increase in gross profit, as a percentage of sales, was also partially due to a decrease in material costs, as a percentage of sales, as a result of a shift in sales mix to our higher margin brakes and maintenance service categories. Additionally, through the use of our tire category and management pricing tool in place, we expanded our gross profit per tire from the prior year comparable period. Partially offsetting these decreases was an increase in technician labor costs, which increased as a percentage of sales, as staffing levels continue to normalize during the three months ended June 26, 2021 as compared to minimum staffing levels in the prior year period which were adjusted to lower demand due to the COVID-19 pandemic. Also, more technicians working overtime, in order to meet the surge in demand, during the three months ended June 26, 2021 resulted in an increase in technician labor costs, as a percentage of sales, from the prior year comparable period.

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                      MANAGEMENT'S DISCUSSION AND ANALYSIS



Gross Profit as a Percentage of Sales Change                           Three Months Ended
                                                                         June 26, 2021
Gross profit change                                                             140   bps

Primary drivers of change in gross profit as a percentage of sales Distribution and occupancy costs

                                                260   bps
Material costs                                                                  170   bps
Technician labor costs                                                        (280)   bps


OSG&A Expenses

OSG&A Expenses                                    Three Months Ended
(thousands)                                June 26, 2021     June 27, 2020
OSG&A Expenses                            $      98,014     $      76,053
Percentage of sales                                28.7  %           30.8  %

Dollar change compared to prior year $ 21,961 Percentage change compared to prior year

           28.9  %


The increase of $22.0 million in OSG&A expenses from the prior year comparable period is primarily due to increased expenses from comparable stores, mainly store management compensation to match demand and advertising expense. However, we gained leverage with higher overall comparable store sales, which resulted in the decrease in OSG&A expenses, as a percentage of sales, from the prior year comparable period. The increase in OSG&A expenses was also partially due to litigation settlement costs (related to the Cerini matter described in Note 10 ) as well as increased expenses from new stores. Partially offsetting these increases were lower expenses from 10 stores closed compared to the prior year period.



OSG&A Expenses Change                     Three Months Ended
(thousands)                                 June 26, 2021
OSG&A expenses change                    $            21,961
Drivers of change in OSG&A expenses
Increase from comparable stores          $            16,153
Increase in litigation settlement costs  $             3,920
Increase from new stores                 $             3,185
Decrease from closed stores              $            (1,297)


Other Performance Factors

Net Interest Expense

Net interest expense of $6.9 million for the three months ended June 26, 2021 decreased $0.4 million as compared to the prior year period, and decreased as a percentage of sales from 3.0 percent to 2.0 percent. Weighted average debt outstanding for the three months ended June 26, 2021 decreased by approximately $294 million as compared to the three months ended June 27, 2020. This decrease is related to a decrease in debt outstanding under our five year $600 million revolving credit facility agreement with eight banks (the "Credit Facility"). Partially offsetting this decrease was an increase in finance lease debt recorded in connection with the 2022 and 2021 acquisitions and greenfield expansion, along with renegotiated leases. Additionally, there was an increase in the weighted average interest rate of approximately 130 basis points from the prior year comparable period due primarily to an increase in borrowing rates associated with the Credit Facility.

Provision for Income Taxes

For the three months ended June 26, 2021, our effective income tax rate was 25.4 percent compared to 25.5 percent for the three months ended June 27, 2020.

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

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

Adjusted net income is summarized as follows:



Reconciliation of Adjusted Net Income                   Three Months Ended
(thousands)                                       June 26, 2021    June 27, 2020
Net income                                       $       15,681   $        2,987
Store closing costs                                        (272)           2,527
Monro.Forward initiative costs                              103              182
Acquisition due diligence and integration costs             310               17
Management transition costs                                  59                 -
Litigation settlement costs                               3,920                 -
Provision for income taxes on adjustments                  (997)            (641)
Adjusted net income                              $       18,804   $        5,072

Adjusted diluted EPS is summarized as follows:



Reconciliation of Adjusted Diluted EPS                               Three Months Ended
                                                             June 26, 2021         June 27, 2020
Diluted EPS                                                 $         0.46        $         0.09
Store closing costs                                                  (0.01)                 0.06
Monro.Forward initiative costs (a)                                        -                     -
Acquisition due diligence and integration costs (a)                   0.01                      -
Management transition costs (a)                                           -                     -
Litigation settlement costs                                           0.09                      -
Adjusted diluted EPS                                        $         0.55        $         0.15


(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.

The adjustments to diluted EPS reflect effective tax rates of 24.2 percent and 23.5 percent for the three months ended June 26, 2021 and June 27, 2020, respectively. See adjustments from the Reconciliation of Adjusted Net Income table above for pre-tax amounts.

Analysis of Financial Condition

Liquidity and Capital Resources

Capital Allocation

We expect to continue to generate positive operating cash flow as we have done in the last three fiscal years. The cash we generate from our operations allows us to support business operations and Monro.Forward initiatives as well as invest in attractive acquisition opportunities intended to drive long-term sustainable growth, while paying down debt and returning cash to our shareholders through our dividend program.

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

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                      MANAGEMENT'S DISCUSSION AND ANALYSIS


Accordingly, we believe that our current sources of funds will provide us with adequate liquidity during the 12-month period following June 26, 2021, as well as in the long-term.

See the sections below for more details regarding material requirements for cash in our business and our sources of liquidity to meet such needs.

Material Cash Requirements

We currently expect our capital expenditures to support our projects, including upgrading our facilities and systems as well as funding our Monro.Forward initiatives, to be $30 million to $45 million in 2022. Additionally, we have contractual finance lease and operating lease commitments with landlords through October 2040 for $618.3 million in lease payments, of which $96.3 million is due within one year. For details regarding these lease commitments, see Note 10 to the Company's consolidated financial statements.

As of June 26, 2021, we had $198.0 million outstanding under the Credit Facility, none of which is due in the succeeding 12 months. For details regarding our indebtedness that is due, see Note 10 to the Company's consolidated financial statements.

We paid cash dividends totaling $8.2 million ($0.24 per share) during the three months ended June 26, 2021. For details regarding our cash dividend, see Note 7 to the Company's consolidated financial statements.

Sources and Conditions of Liquidity

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

As of June 26, 2021, we had $16.9 million of cash and equivalents. In addition, we had $372.4 million available under the Credit Facility as of June 26, 2021.

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