MONRO MUFFLER BRAKE INC
10-Q, 1997-11-14
AUTOMOTIVE REPAIR, SERVICES & PARKING
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<PAGE>   1

                                    FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


               For the quarterly period ended September 30, 1997.
                                              -------------------


                                       OR


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


         For the transition period from ______________ to ______________



                           Commission File No. 0-19357
                                               -------

                            MONRO MUFFLER BRAKE, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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



200 Holleder Parkway, Rochester, New York                       14615
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zipcode)



Registrant's telephone number, including area code          716-647-6400
                                                    ----------------------------


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


                      Yes  X                 No
                         ---                   ---

As of October 31, 1997, 7,866,901 shares of the Registrant's Common Stock, par
value $ .01 per share, were outstanding after giving effect to the five percent
stock dividend, paid August 4, 1997, to stockholders of record as of June 20,
1997.



<PAGE>   2


                            MONRO MUFFLER BRAKE, INC.


                                      INDEX
                                      -----

<TABLE>
<CAPTION>



Part I.    Financial Information                                                Page No.

<S>                                                                                <C>    
          Consolidated Balance Sheet at
            September 30, 1997 and March 31, 1997                                  3

          Consolidated Statement of Income for the quarter
            and six months ended September 30, 1997 and 1996                       4

          Consolidated Statement of Changes in Common
            Shareholders' Equity for the six months ended September 30, 1997       5

          Consolidated Statement of Cash Flows for the
            six months ended September 30, 1997 and 1996                           6

          Notes to Consolidated Financial Statements                               7

          Management's Discussion and Analysis of
            Financial Condition and Results of Operations                          9

Part II.   Other Information

                  Item 4.  Submission of Matters to a Vote of Security Holders     12

                  Item 6.  Exhibits and Reports on Form 8-K                        12

Signatures                                                                         13

Exhibit Index                                                                      14


</TABLE>











                                       -2-


<PAGE>   3

MONRO MUFFLER BRAKE, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)

<TABLE>
<CAPTION>

                                                                                      SEPTEMBER 30,       MARCH 31,
                                                                                          1997              1997
                                                                                       ---------         ---------
                                                                                          (DOLLARS IN THOUSANDS)
<S>                                                                                    <C>               <C>      
ASSETS
Current assets:
    Cash and equivalents, including interest-bearing accounts of $3,919
      at September 30, 1997 and $6,438 at March 31, 1997                               $   3,919         $   6,438
    Trade receivables                                                                        820             1,128
    Inventories, at LIFO cost                                                             23,789            20,010
    Federal and state income taxes receivable                                                  0               296
    Deferred income tax asset                                                              1,790             1,790
    Other current assets                                                                   2,815             2,935
                                                                                       ---------         ---------
                Total current assets                                                      33,133            32,597
                                                                                       ---------         ---------

Property, plant and equipment                                                            164,468           151,906
    Less - Accumulated depreciation and amortization                                     (46,398)          (42,223)
                                                                                       ---------         ---------
                Net property, plant and equipment                                        118,070           109,683
Other noncurrent assets                                                                    3,822             3,987
                                                                                       ---------         ---------
                Total assets                                                           $ 155,025         $ 146,267
                                                                                       =========         =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                                                  $   3,128         $   3,128
    Trade payables                                                                        11,167             8,728
    Federal and state income taxes payable                                                   873                 0
    Accrued expenses and other current liabilities
       Accrued interest                                                                      301               270
       Accrued payroll, payroll taxes and other payroll benefits                           4,103             4,260
       Accrued insurance                                                                   2,193             2,110
       Other current liabilities                                                           3,206             4,522
                                                                                       ---------         ---------
                Total current liabilities                                                 24,971            23,018

Long-term debt                                                                            54,848            54,864
Deferred income tax liability                                                              1,760             1,760
                                                                                       ---------         ---------
                Total liabilities                                                         81,579            79,642
                                                                                       ---------         ---------

Commitments
Shareholders' equity:
    Class C Convertible Preferred Stock, $1.50 par value, $.227 and $.239
       conversion value at September 30, 1997 and March 31, 1997, respectively;
       150,000 shares authorized; 91,727 shares issued and outstanding                       138               138
    Common Stock, $.01 par value, 15,000,000 shares authorized; 7,866,901
       shares and 7,470,326 shares issued and outstanding at September 30, 1997
       and March 31, 1997, respectively                                                       79                75
    Additional paid-in capital                                                            29,257            22,190
    Retained earnings                                                                     43,972            44,222
                                                                                       ---------         ---------
                Total shareholders' equity                                                73,446            66,625
                                                                                       ---------         ---------
                Total liabilities and shareholders' equity                             $ 155,025         $ 146,267
                                                                                       =========         =========

</TABLE>

These financial statements should be read in conjunction with the financial
statements and notes thereto included in the Annual Report on Form 10-K (File
No. 0-19357), filed by the Company with the Securities and Exchange Commission
on June 27, 1997.


                                      -3-
<PAGE>   4






MONRO MUFFLER BRAKE, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>

                                                        QUARTER ENDED                 SIX MONTHS ENDED 
                                                        SEPTEMBER 30,                   SEPTEMBER 30,
                                                      1997           1996           1997           1996
                                                    -------        -------        -------        -------
                                                               (DOLLARS IN THOUSANDS, EXCEPT
                                                                     PER SHARE DATA)

<S>                                                 <C>            <C>            <C>            <C>    
Sales                                               $41,540        $37,799        $82,313        $75,544
Cost of sales, including distribution and
     occupancy costs (a)                             23,231         20,291         45,862         40,957
                                                    -------        -------        -------        -------

Gross profit                                         18,309         17,508         36,451         34,587
Operating, selling, general and
     administrative expenses                         11,735         10,386         23,227         21,031
                                                    -------        -------        -------        -------

Operating income                                      6,574          7,122         13,224         13,556
Interest expense, net of interest income for
     the quarter of $22 in 1997 and $3 in 1996 (a)      903            851          1,770          1,665

Other expense, net                                       86             55            172             71
                                                    -------        -------        -------        -------

Income before provision for income taxes              5,585          6,216         11,282         11,820
Provision for income taxes                            2,233          2,474          4,513          4,699
                                                    -------        -------        -------        -------

Net income                                          $ 3,352        $ 3,742        $ 6,769        $ 7,121
                                                    =======        =======        =======        =======

Earnings per share                                  $   .39        $   .43        $   .79        $   .83
                                                    =======        =======        =======        =======


Weighted average number of shares of
     common stock and common stock
     equivalents used in computing earnings
     per share                                        8,608          8,620          8,607          8,580
                                                    =======        =======        =======        =======


<FN>
(a)  Amounts paid under operating and capital leases with affiliated parties
     totaled $474 and $500 for the quarters ended September 30, 1997 and 1996,
     respectively, and $957 and $996 for the six months ended September 30, 1997
     and 1996, respectively.
</TABLE>






These financial statements should be read in conjunction with the financial
statements and notes thereto included in the Annual Report on Form 10-K (File
No. 0-19357), filed by the Company with the Securities and Exchange Commission
on June 27, 1997.


                                      -4-
<PAGE>   5


MONRO MUFFLER BRAKE, INC.
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
(UNAUDITED)

<TABLE>
<CAPTION>


                                                           
                                         COMMON STOCK       ADDITIONAL                  
                                         ------------        PAID-IN         RETAINED  
                                     SHARES       AMOUNT     CAPITAL         EARNINGS
                                     ------       ------     -------         --------
                                                (Amounts in thousands)

<S>                                  <C>           <C>        <C>            <C>     
Balance at March 31, 1997             7,470         75        $22,190        $ 44,222
Net income                                                                      6,769
Exercise of stock options                23                        52
5% stock dividend                       374          4          7,015          (7,019)
                                     ------        ---        -------        --------
Balance at September 30, 1997        $7,867        $79        $29,257        $ 43,972
                                     ======        ===        =======        ========
</TABLE>





















These financial statements should be read in conjunction with the financial
statements and notes thereto included in the Annual Report on Form 10-K (File
No. 0-19357), filed by the Company with the Securities and Exchange Commission
on June 27, 1997.







                                      -5-
<PAGE>   6

MONRO MUFFLER BRAKE, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>

                                                                            SIX MONTHS ENDED
                                                                              SEPTEMBER 30,
                                                                              -------------
                                                                           1997            1996
                                                                           ----            ----
                                                                          (DOLLARS IN THOUSANDS)
                                                                        INCREASE (DECREASE) IN CASH
<S>                                                                     <C>              <C>     
Cash flows from operating activities:
     Net income                                                         $  6,769         $  7,121
                                                                        --------         --------
     Adjustments to reconcile net income to net cash provided
         by operating activities -
         Depreciation and amortization                                     4,541            3,958
         Loss (gain) on disposal of property, plant and equipment             17              (10)
         Decrease in trade receivables                                       308              252
         Increase in inventories                                          (3,779)          (1,868)
         Decrease (increase) in other current assets                         120              (45)
         Decrease (increase) in other noncurrent assets                       24              (21)
         Increase (decrease) in trade payables                             2,439              (75)
         (Decrease)increase in accrued expenses                           (1,359)             874
         Increase in federal and state income taxes payable                1,169            1,140
                                                                        --------         --------
               Total adjustments                                           3,480            4,205
                                                                        --------         --------
               Net cash provided by operating activities                  10,249           11,326
                                                                        --------         --------

Cash flows from investing activities:
     Capital expenditures                                                (12,573)         (11,971)
     Proceeds from the disposal of property, plant and equipment              22               40
                                                                        --------         --------
               Net cash used for investing activities                    (12,551)         (11,931)
                                                                        --------         --------

Cash flows from financing activities:
     Proceeds from the sale of common stock (option exercises)                52              515
     Proceeds from borrowings                                             30,534           26,615
     Principal payments on long-term debt and capital
       lease obligations                                                 (30,803)         (26,254)
                                                                        --------         --------
               Net cash used for financing activities                       (217)             876
                                                                        --------         --------

(Decrease) increase in cash                                               (2,519)             271
Cash at beginning of year                                                  6,438            5,280
                                                                        --------         --------
Cash at September 30                                                    $  3,919         $  5,551
                                                                        ========         ========
</TABLE>






These financial statements should be read in conjunction with the financial
statements and notes thereto included in the Annual Report on Form 10-K (File
No. 0-19357), filed by the Company with the Securities and Exchange Commission
on June 27, 1997.





                                      -6-
<PAGE>   7



                            MONRO MUFFLER BRAKE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Stock Dividend
- -----------------------

         On May 14, 1997, the Board of Directors declared a five percent stock 
dividend, paid August 4, 1997, to stockholders of record as of June 20, 1997.
The consolidated financial statements, including all share information therein,
have been restated to reflect this dividend.

         Additionally, in accordance with antidilution provisions of the Class C
Convertible Preferred Stock, the conversion value of the preferred stock was
restated from $.239 per share to $.227 per share.

         Shares reserved for issuance to officers and key employees under
outstanding options and under the 1984, 1987 and 1989 Incentive Stock Option
Plans have also been retroactively adjusted for the five percent stock dividend.

Note 2 - New Accounting Standards
- --------------------------------

         The Company will adopt the provisions of Financial Accounting Standards
("FAS") No. 128, "Earnings Per Share" effective for financial statements issued
for periods ending after December 15, 1997; earlier application is not
permitted. FAS 128 requires dual presentation of basic and diluted EPS on the
face of the income statement and requires a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS calculation. Basic EPS excludes the effect of common stock
equivalents and is computed by dividing income available to common shareowners
by the weighted average common shares outstanding for the period. Diluted EPS
reflects the potential dilution that could result if securities or other
instruments to issue common stock were exercised or converted into common stock.

Proforma earnings per share computed in accordance with FAS 128 is presented
below:

<TABLE>
<CAPTION>

                                    Quarter Ended             Six Months Ended
                                    -------------             ----------------
                                     September 30,              September 30,
                                     -------------              -------------
                                   1997         1996         1997         1996
                                   ----         ----         ----         ----

<S>                               <C>          <C>          <C>          <C>  
Basic earnings per share          $0.43        $0.48        $0.86        $0.92
Diluted earnings per share        $0.39        $0.93        $0.79        $0.83
</TABLE>

Note 3 - Inventories
- --------------------

         The Company's inventories consist of automotive parts and tires.

         Substantially all merchandise inventories are valued under the last-in,
first-out (LIFO) method. Under the first-in, first-out (FIFO) method, these
inventories would have been $740,000 and $544,000 higher at September 30, 1997
and March 31, 1997, respectively. The FIFO value of inventory approximates the
current replacement cost.

Note 4 - Cash and Equivalents
- -----------------------------

         The Company's policy is to invest cash in excess of operating
requirements in income producing investments. Cash equivalents of $3,919,000 at
September 30, 1997 and $6,438,000 at March 31, 1997 include money market
accounts, which have maturities of three months or less.






                                      -7-
<PAGE>   8


                            MONRO MUFFLER BRAKE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 5 - Supplemental Disclosure of Cash Flow Information
- ---------------------------------------------------------

The following transactions represent noncash investing and financing activities
during the periods indicated:

SIX MONTHS ENDED SEPTEMBER 30, 1997:

         Capital lease obligations of $236,000 were incurred under various lease
obligations.

         In connection with the declaration of a five percent stock dividend
(see Note 1), the Company increased accrued expenses, common stock and
additional paid-in capital by $1,000, $4,000 and $7,014,000, respectively, and
decreased retained earnings by $7,019,000.

SIX MONTHS ENDED SEPTEMBER 30, 1996:

         Capital lease obligations of $162,000 were incurred under various lease
obligations.

         In connection with the termination of a capital lease, the Company
reduced debt and fixed assets by $112,000.

         In connection with the declaration of a five percent stock dividend
(see Note 1), the Company increased common stock and additional paid-in capital
by $4,000 and $4,584,000, respectively, and decreased retained earnings by
$4,588,000.

CASH PAID DURING THE PERIOD:

<TABLE>
<CAPTION>

                                    SIX MONTHS ENDED
                                    ----------------
                                      SEPTEMBER 30,
                                      -------------
                                  1997              1996
                                  ----              ----
                                  

<S>                            <C>               <C>       
          Interest, net        $1,983,000        $1,897,000
          Income taxes          3,344,000         3,560,000
</TABLE>



Note 6 - Other
- --------------

         These financial statements should be read in conjunction with the
financial statements and notes thereto included in the Annual Report on Form
10-K (File No. 0-19357), filed by the Company with the Securities and Exchange
Commission on June 27, 1997.










                                      -8-
<PAGE>   9


                            MONRO MUFFLER BRAKE, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


         The statements contained in this Form 10-Q which are not historical
facts, including (without limitation) statements made in the Management's
Discussion and Analysis of Financial Condition and Results of Operations, may
contain statements of future expectations and other forward-looking statements
that are subject to important factors that could cause actual results to differ
materially from those in the forward-looking statements, including (without
limitation) product demand, the effect of economic conditions, the impact of
competitive services and pricing, product development, parts supply restraints
or difficulties, industry regulation, the continued availability of capital
resources and financing and other risks set forth or incorporated elsewhere
herein and in the Company's Securities and Exchange Commission filings.

RESULTS OF OPERATIONS

         The following table sets forth income statement data of Monro Muffler
Brake, Inc. ("Monro" or the "Company") expressed as a percentage of sales for
the fiscal periods indicated.

<TABLE>
<CAPTION>

                                             Quarter ended September 30,  Six Months ended September 30,
                                             ---------------------------  ------------------------------
                                                  1997          1996          1997          1996
                                                  ----          ----          ----          ----

<S>                                               <C>           <C>           <C>           <C>   
Sales ..................................          100.0%        100.0%        100.0%        100.0%

Cost of sales, including distribution
 and occupancy costs ...................           55.9          53.7          55.7          54.2
                                                  -----         -----         -----         -----

Gross profit ...........................           44.1          46.3          44.3          45.8

Operating, selling, general and
 administrative expenses ...............           28.3          27.5          28.2          27.9
                                                  -----         -----         -----         -----

Operating income .......................           15.8          18.8          16.1          17.9

Interest expense - net .................            2.2           2.3           2.2           2.2

Other expenses - net ...................             .2            .1            .2            .1
                                                  -----         -----         -----         -----

Income before provision for income taxes           13.4          16.4          13.7          15.6

Provision for income taxes .............            5.3           6.5           5.5           6.2
                                                  -----         -----         -----         -----

Net income .............................            8.1%          9.9%          8.2%          9.4%
                                                  =====         =====         =====         =====
</TABLE>














                                      -9-
<PAGE>   10


SECOND QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO
SECOND QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 1996

         Sales were $41.5 million for the quarter ended September 30, 1997
compared with $37.8 million in the quarter ended September 30, 1996. The sales
increase of $3.7 million, or 9.9%, was due to an increase in sales of
approximately $3.8 million relating to stores opened since April 1, 1996.
Comparable store sales were even with sales from the prior year period. Sales   
for the six months ended September 30, 1997 were $82.3 million compared with
$75.5 million for the comparable period of the prior year. The sales increase
of $6.8 million or 9.0% was due to an increase in sales of approximately $7.2
million relating to stores opened since April 1, 1996, partially offset by a
comparable store sales decrease of .5%. At September 30, 1997, the Company had
332 stores in operation compared to 293 at September 30, 1996.

         Gross profit for the quarter ended September 30, 1997 was $18.3 million
or 44.1% of sales compared with $17.5 million or 46.3% of sales for the quarter
ended September 30, 1996. Gross profit for the six months ended September 30,
1997 was $36.5 million, or 44.3% of sales, compared to $34.6 million or 45.8% of
sales, for the six months ended September 30, 1997. The decline in gross profit
as a percentage of sales was due, in part, to an increase in labor costs. During
periods of slower sales when technicians may not be fully productive, they will
receive a minimum base level wage. Additionally, there was an increase in
purchases at the store level of certain higher-cost parts ("Outside Purchases").
During periods of slower sales, store personnel more readily accept repair work
outside of the normal recurring services the store usually provides. Parts
proliferation also continues to present a challenge with regard to inventory
stocking levels and outside purchases.

         Operating, selling, general and administrative expenses for the quarter
ended September 30, 1997 increased by $1.3 million to $11.7 million over the
quarter ended September 30, 1996, and were 28.3% of sales compared to 27.9% in
the same quarter of the prior year. For the six months ended September 30, 1997,
these expenses increased by $2.2 million to $23.2 million over the comparable
period of the prior year and were 28.2% of sales compared to 27.8% in the
comparable period of the prior year. The increase in total dollars expended is
primarily attributable to the increase in the number of stores and store related
operating costs such as supervision and utilities, against flat (for the
quarter) or slightly negative (for the six months) comparable store sales. These
increases were partially offset by a reduction in bonus and profit sharing
expense, and an increase in cooperative advertising credits.

         Net interest expense for the quarter ended September 30, 1997 increased
by approximately $52,000 compared to the comparable period in the prior year,
and decreased from 2.3% to 2.2% as a percentage of sales for the same period.
Net interest expense for the six months ended September 30, 1997 increased by
$105,000 compared to the same period in the prior year, and was 2.2% of sales
for both periods. The increase in expense is due to an increase in the weighted
average debt outstanding for the quarter and six months ended September 30, 1997
as compared to the same periods in the previous year, partially offset by
decreases in the weighted average interest rates for each period.

         Net income for the quarter ended September 30, 1997 of $3.4 million
decreased 10.4% from net income for the quarter ended September 30, 1996. For
the six months ended September 30, 1997, net income of approximately $6.8
million decreased 4.9%, due to the factors discussed above.

         Interim Period Reporting

         The data included in this report are unaudited and are subject to
year-end adjustments; however, in the opinion of management, all known
adjustments (which consist only of normal recurring adjustments) have been made
to present fairly the Company's operating results for the unaudited periods. The
results for interim periods are not necessarily indicative of results to be
expected for the fiscal year.



                                      -10-
<PAGE>   11



CAPITAL RESOURCES AND LIQUIDITY

         Capital Resources

         The Company's primary capital requirement has been the funding of its
new store expansion program and the upgrading of facilities and systems in
existing stores. For the six months ended September 30, 1997, the Company spent
$12.8 million for equipment and new store construction. Funds were provided
primarily by cash flow from operations. Management believes that the Company has
sufficient resources available (including cash and equivalents, net cash flow
from operations and bank financing) to expand its business as currently planned
for the next several years.

         Liquidity

         The Company has a line of credit from a commercial bank of $7.5
million. No amounts were outstanding under this short-term borrowing facility at
September 30, 1997.

         Through February 7, 1996, the Company had a real estate line of credit
of $25 million to be used for placement of mortgages. This line was terminated
in fiscal 1996 at the Company's initiative and replaced by a new unsecured
Revolving Credit facility with two banks. In June 1997, the Credit Agreement was
modified to increase the amount available under the facility from $30 million to
$50 million, and extend the term to March 2000. The facility bears interest at
the prime rate or other LIBOR-based rate options tied to the Company's financial
performance.

         Prior to the termination of the real estate line, the Company had
utilized $13.2 million of the real estate line of credit for permanent
mortgages.

         The Company has outstanding $3.7 million in principal amount of its
10.65% Senior Notes due 1999 (the "Senior Notes") with Massachusetts Mutual Life
Insurance Company pursuant to a Senior Note Agreement. The fourth of six equal
annual installments of principal in the amount of $1.8 million was paid on April
1, 1997.

         The Company has financed its office/warehouse facility via a 10-year
mortgage with a current balance of $2.8 million, amortizable over 20 years, and
an eight-year term loan with a balance of $.6 million.

         Certain of the Company's long-term debt agreements require, among other
things, the maintenance of specified current ratios, interest and rent coverage
ratios and amounts of tangible net worth, and also contain restrictions on
dividend payments and capital expenditures.


















                                      -11-
<PAGE>   12


                            MONRO MUFFLER BRAKE, INC.

                           PART II - OTHER INFORMATION

      Item 4.   Submission of Matters to a Vote of Security Holders
                ---------------------------------------------------

                The 1997 Annual Meeting of Shareholders of the Company (the
"1997 Meeting") was held on August 12, 1997. At the 1997 Meeting, the Company's
common shareholders elected management's nominees, Charles J. August, Frederick
M. Danziger, Lawrence C. Day, Jack M. Gallagher, and Peter J. Solomon to Class 2
of the Board of Directors, to serve until the election and qualification of
their respective successors at the 1999 Annual Meeting of Shareholders. Such
nominees for director received the following votes:


                Name                        Votes For         Votes Withheld
                ----                        ---------         --------------
                Charles J. August           4,919,127             3,786
                Frederick M. Danziger       4,921,182             1,731
                Lawrence C. Day             4,921,182             1,731
                Jack M. Gallagher           4,921,182             1,731
                Peter J. Solomon            4,920,182             2,731

                As required under the Company's Certificate of Incorporation,
such election of directors and other matters were confirmed by the holders of
all 91,727 outstanding shares of the Company's Class C Convertible Preferred
Stock, par value $1.50 per share, by written consent dated as of August 12,
1997.

                In addition, Burton S. August, Robert W. August, Donald
Glickman, Lionel B. Spiro, and W. Gary Wood will continue as Class 1 directors
until the election and qualification of their respective successors at the 1998
Annual Meeting of Shareholders.

                Also approved by the following votes were:

                  (i) a proposal to ratify the re-appointment of Price
Waterhouse LLP as the independent auditors of the Company for the fiscal year
ending March 31, 1998 (4,917,616 shares in favor, 2,663 shares against, 2,634
shares abstaining and zero broker non-votes);

                 (ii) a proposal to ratify the amendment to the Monro Muffler
Brake, Inc. Non-Employee Directors' Stock Option Plan to increase the number of
authorized shares (4,479,653 shares in favor, 208,881 shares against, 6,247
shares abstaining and 228,132 broker non-votes); and

                (iii) a proposal to ratify the amendment to the Monro Muffler
Brake, Inc. 1989 Employee's Incentive Stock Option Plan to increase the number
of authorized shares (4,647,570 shares in favor, 23,840 shares against, 12,075
shares abstaining and 239,428 broker non-votes).

      Item 6.   Exhibits and Reports on Form 8-K
                --------------------------------

                   a.   Exhibits

                        11     - Statement of Computation of Per Share Earnings.

                   b.   Reports on Form 8-K

                        The Company was not required to file reports on Form
                        8-K during the quarter ended September 30, 1997.





                                      -12-
<PAGE>   13

                                   SIGNATURES
                                   ----------


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





                                       MONRO MUFFLER BRAKE, INC.





DATE: November 13, 1997                By    /s/ Lawrence C. Day
                                          ---------------------------
                                                Lawrence C. Day
                                       President and Chief Executive Officer





DATE: November 13, 1997                By    /s/ Catherine D'Amico
                                          ---------------------------
                                                Catherine D'Amico
                                       Senior Vice President-Finance, Treasurer
                                             and Chief Financial Officer

















                                      -13-
<PAGE>   14

                                  EXHIBIT INDEX



Exhibit No.                       Description                           Page No.
- -----------                       -----------                           --------



11                Statement of computation of per share earnings           15


























                                      -14-

<PAGE>   1


MONRO MUFFLER BRAKE, INC.                                            Exhibit 11
STATEMENT OF COMPUTATION OF PER SHARE EARNINGS

         Earnings per share for each period was computed by dividing net income
for such period by the weighted average number of shares of Common Stock and
common stock equivalents outstanding during such period. All share data have
been restated to reflect the 5% stock dividend paid August 4, 1997. (See Note 1
of Notes to Consolidated Financial Statements).


 


<TABLE>
<CAPTION>


                                                       QUARTER ENDED              SIX MONTHS ENDED
                                                        SEPTEMBER 30,              SEPTEMBER 30,
                                                        -------------              -------------

                                                     1997          1996          1997          1996
                                                     ----          ----          ----          ----

                                                     (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<S>                                                 <C>           <C>           <C>           <C>   
EARNINGS

Net Income                                          $3,352        $3,742        $6,769        $7,121
                                                    ======        ======        ======        ======

SHARES

Weighted average number of shares of Common
     Stock                                           7,867         7,832         7,859         7,751

Assuming conversion of Class C Convertible
     Preferred Stock                                   605           605           605           605

Dilutive effect of outstanding options                 136           183           143           224
                                                    ------        ------        ------        ------

Weighted average number of common and common
     equivalent shares                               8,608         8,620         8,607         8,580
                                                    ======        ======        ======        ======


EARNINGS PER SHARE                                  $  .39        $  .43        $  .79        $  .83
                                                    ======        ======        ======        ======
</TABLE>








                                      -15-


<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           3,919
<SECURITIES>                                         0
<RECEIVABLES>                                      820
<ALLOWANCES>                                         0
<INVENTORY>                                     23,789
<CURRENT-ASSETS>                                33,133
<PP&E>                                         164,468
<DEPRECIATION>                                (46,398)
<TOTAL-ASSETS>                                 118,070
<CURRENT-LIABILITIES>                           24,971
<BONDS>                                              0
                                0
                                        138
<COMMON>                                            79
<OTHER-SE>                                      73,229
<TOTAL-LIABILITY-AND-EQUITY>                   155,025
<SALES>                                         82,313
<TOTAL-REVENUES>                                82,313
<CGS>                                           45,862
<TOTAL-COSTS>                                   45,862
<OTHER-EXPENSES>                                23,399
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,770
<INCOME-PRETAX>                                 11,282
<INCOME-TAX>                                     4,513
<INCOME-CONTINUING>                              6,769
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,769
<EPS-PRIMARY>                                     0.79
<EPS-DILUTED>                                     0.79
        

</TABLE>


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