MONRO MUFFLER BRAKE INC
10-Q, 1998-02-13
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  December 31, 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)               (Zip code)

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 February 1, 1998, 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.


<PAGE>   2


                            MONRO MUFFLER BRAKE, INC.

                                      INDEX
                                      -----

Part I.    Financial Information                                        Page No.
                                                                        --------
            Consolidated Balance Sheet at
              December 31, 1997 and March 31, 1997                          3

            Consolidated Statement of Income for the quarter
              and nine months ended December 31, 1997 and 1996              4

            Consolidated Statement of Changes in Common
              Shareholders' Equity for the nine months ended 
              December 31, 1997                                             5

            Consolidated Statement of Cash Flows for the
              nine months ended December 31, 1997 and 1996                  6

            Notes to Consolidated Financial Statements                      7

            Management's Discussion and Analysis of
              Financial Condition and Results of Operations                10

Part II.   Other Information

            Item 6.  Exhibits and Reports on Form 8-K                      13

Signatures                                                                 14

Exhibit Index                                                              15

Exhibit  11                                                                16







                                       -2-
<PAGE>   3

MONRO MUFFLER BRAKE, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>

                                                                                             DECEMBER 31,       MARCH 31,
                                                                                                1997              1997
                                                                                                ----              ----
                                                                                                (DOLLARS IN THOUSANDS)

<S>                                                                                         <C>                <C>      
ASSETS
Current assets:
    Cash and equivalents, including interest-bearing accounts of $6,855 at                  $   6,855          $   6,438
    December 31, 1997 and $6,438 at March 31, 1997
    Trade receivables                                                                             740              1,128
    Inventories, at LIFO cost                                                                  27,485             20,010
    Federal and state income taxes receivable                                                       0                296
    Deferred income tax asset                                                                   1,790              1,790
    Other current assets                                                                        1,734              2,935
                                                                                            ---------          ---------
                Total current assets                                                           38,604             32,597
                                                                                            ---------          ---------

Property, plant and equipment                                                                 163,893            151,906
    Less - Accumulated depreciation and amortization                                          (48,142)           (42,223)
                                                                                            ---------          ---------
                Net property, plant and equipment                                             115,751            109,683
Other noncurrent assets                                                                         3,712              3,987
                                                                                            =========          =========
                Total assets                                                                $ 158,067          $ 146,267
                                                                                            =========          =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Current portion of long-term debt                                                       $   3,128          $   3,128
    Trade payables                                                                              9,663              8,728
    Federal and state income taxes payable                                                        901                  0
    Accrued expenses and other current liabilities
       Accrued interest                                                                           321                270
       Accrued payroll, payroll taxes and other payroll benefits                                3,227              4,260
       Accrued insurance                                                                        2,369              2,110
       Other current liabilities                                                                4,163              4,522
                                                                                            ---------          ---------
                Total current liabilities                                                      23,772             23,018

Long-term debt                                                                                 57,389             54,864
Deferred income tax liability                                                                   1,760              1,760
                                                                                            ---------          ---------
                Total liabilities                                                              82,921             79,642
                                                                                            ---------          ---------

Commitments
Shareholders' equity:
    Class C Convertible Preferred Stock, $1.50 par value, $.227 and $.239
       conversion value at December 31, 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 December 31, 1997                     79                 75
       and March 31, 1997, respectively
    Additional paid-in capital                                                                 29,257             22,190
    Retained earnings                                                                          45,672             44,222
                                                                                            ---------          ---------
                Total shareholders' equity                                                     75,146             66,625
                                                                                            =========          =========
                Total liabilities and shareholders' equity                                  $ 158,067          $ 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              NINE MONTHS ENDED
                                                                       DECEMBER 31,                  DECEMBER 31,
                                                                   1997          1996           1997           1996
                                                                   ----          ----           ----           ----
                                                                             (DOLLARS IN THOUSANDS, EXCEPT
                                                                                      PER SHARE DATA)

<S>                                                             <C>            <C>            <C>            <C>     
Sales                                                           $ 36,336       $ 33,560       $118,649       $109,104
Cost of sales, including distribution and
     occupancy costs (a)                                          20,996         19,867         66,858         60,824
                                                                --------       --------       --------       --------

Gross profit                                                      15,340         13,693         51,791         48,280
Operating, selling, general and
     administrative expenses                                      11,409          9,978         34,637         31,009
                                                                --------       --------       --------       --------

Operating income                                                   3,931          3,715         17,154         17,271
Interest expense, net of interest income for
     the quarter of $21 in 1997 and $1 in
     1996 (a)                                                      1,005            837          2,775          2,502

Other expense, net                                                    95            205            266            276
                                                                --------       --------       --------       --------

Income before provision for income taxes                           2,831          2,673         14,113         14,493
Provision for income taxes                                         1,131          1,064          5,644          5,763
                                                                --------       --------       --------       --------

Net income                                                      $  1,700       $  1,609       $  8,469       $  8,730
                                                                ========       ========       ========       ========

Basic earnings per share                                        $    .22       $    .21       $   1.08       $   1.12
                                                                ========       ========       ========       ========
Diluted earnings per share                                      $    .20       $    .19       $    .99       $   1.02
                                                                ========       ========       ========       ========


Weighted average number of shares of
     common stock and common stock
     equivalents used in computing earnings
     per share:                 Basic                              7,867          7,843          7,861          7,782
                                                                ========       ========       ========       ========
                                Diluted                            8,557          8,569          8,590          8,576
                                                                ========       ========       ========       ========
                                
<FN>


(a) Amounts paid under operating and capital leases with affiliated parties
totaled $417 and $416 for the quarters ended December 31, 1997 and 1996,
respectively, and $1,374 and $1,412 for the nine months ended December 31, 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 SHAREHOLDERS' EQUITY
Nine Months Ended December 31, 1997
(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                                                                                           8,469
Exercise of stock options                   23                                      52
5% stock dividend                          374                   4               7,015              (7,019)
                                      --------            --------            --------            --------
Balance at December 31, 1997             7,867            $     79            $ 29,257            $ 45,672
                                      ========            ========            ========            ========
</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>

                                                                                            NINE MONTHS ENDED
                                                                                               DECEMBER 31,
                                                                                       -------------------------- 
                                                                                       1997                  1996
                                                                                       ----                  ----
                                                                                         (DOLLARS IN THOUSANDS)
                                                                                      INCREASE (DECREASE) IN CASH
<S>                                                                                 <C>                   <C>     
Cash flows from operating activities:
     Net income                                                                     $  8,469              $  8,730
                                                                                    --------              --------
     Adjustments to reconcile net income to net cash provided
         by operating activities -
         Depreciation and amortization                                                 6,921                 6,036
         Loss on disposal of property, plant and equipment                                36                    50
         Decrease in trade receivables                                                   388                    60
         Increase in inventories                                                      (7,475)               (2,099)
         Decrease (increase) in other current assets                                   1,201                   (28)
         Decrease (increase) in other noncurrent assets                                   67                    (3)
         Increase (decrease) in trade payables                                           935                (1,247)
         (Decrease) increase in accrued expenses                                      (1,082)                1,839
         Increase in federal and state income taxes payable                            1,197                   811
                                                                                    --------              --------
               Total adjustments                                                       2,188                 5,419
                                                                                    --------              --------
               Net cash provided by operating activities                              10,657                14,149
                                                                                    --------              --------

Cash flows from investing activities:
     Capital expenditures                                                            (18,792)              (19,595)
     Proceeds from the disposal of property, plant and equipment                       6,228                    44
                                                                                    --------              --------
               Net cash used for investing activities                                (12,564)              (19,551)
                                                                                    --------              --------

Cash flows from financing activities:
     Proceeds from the sale of common stock                                               52                   547
     Proceeds from borrowings                                                         47,631                42,195
     Principal payments on long-term debt and capital
       lease obligations                                                             (45,359)              (37,356)
                                                                                    --------              --------
               Net cash provided by financing activities                               2,324                 5,386
                                                                                    --------              --------

Increase (decrease) in cash                                                              417                   (16)
Cash at beginning of year                                                              6,438                 5,280
                                                                                    ========              ========
Cash at December 31                                                                 $  6,855              $  5,264
                                                                                    ========              ========

</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 non-employee directors, officers and
key employees under outstanding options, under the 1984, 1987 and 1989 Incentive
Stock Option Plans and under the Non-Employee Directors Stock Option Plan have
also been retroactively adjusted for the five percent stock dividend.

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

           The Company adopted the provisions of Financial Accounting Standards 
("FAS") No. 128, "Earnings Per Share" effective for financial statements issued
for periods ended after December 15, 1997; earlier application was 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.

See Exhibit 11.

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 $496,000 and $544,000 higher at December 31,
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 $6,855,000 at
December 31, 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:

NINE MONTHS ENDED DECEMBER 31, 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 common stock and additional paid-in capital
by $4,000 and $7,015,000, respectively, and decreased retained earnings 
by $7,019,000.

NINE MONTHS ENDED DECEMBER 31, 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,
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>

                                                      NINE MONTHS ENDED
                                                          DECEMBER 31,
                                                      -----------------
                                                    1997                1996
                                                    ----                ----

<S>                                            <C>                 <C>       
           Interest, net                       $3,041,000          $2,819,000
           Income taxes, net                    4,448,000           4,952,000

</TABLE>




                                       -8-


<PAGE>   9



                            MONRO MUFFLER BRAKE, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.







                                       -9-


<PAGE>   10




                            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 December 31,      Nine Months Ended December 31,
                                                       --------------------------      ------------------------------
                                                          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 .................................    57.8             59.2             56.3             55.7
                                                         -----            -----            -----            -----

Gross profit .........................................    42.2             40.8             43.7             44.3

Operating, selling, general and
 administrative expenses .............................    31.4             29.7             29.2             28.5
                                                         -----            -----            -----            -----

Operating income .....................................    10.8             11.1             14.5             15.8

Interest expense - net ...............................     2.8              2.5              2.4              2.3

Other expenses - net .................................      .2               .6               .2               .2
                                                         -----            -----            -----            -----

Income before provision for income taxes .............     7.8              8.0             11.9             13.3

Provision for income taxes ...........................     3.1              3.2              4.8              5.3
                                                         -----            -----            -----            -----

Net income ...........................................     4.7%             4.8%             7.1%             8.0%
                                                         =====            =====            =====            =====
</TABLE>

THIRD QUARTER AND NINE MONTHS ENDED DECEMBER 31, 1997 COMPARED TO
THIRD QUARTER AND NINE MONTHS ENDED DECEMBER 31, 1996.

           Sales were $36.3 million for the quarter ended December 31, 1997
compared with $33.6 million for the quarter ended December 31, 1996. The sales
increase of $2.8 million, or 8.3%, was due to an increase in sales of
approximately $3.2 million relating to stores opened since the beginning of
fiscal 1997, partially offset by a decrease in comparable store sales of 1.4%.
Sales for the nine months ended December 31, 1997 were $118.6 million compared
with $109.1 million for the same period of the prior year. The sales
increase of $9.5 million, or 8.7%, was due to an increase in sales of
approximately $10.4 million relating to stores opened since the beginning of
fiscal 1997, partially offset by a decrease in comparable store sales of .8%. At
December 31, 1997, the Company had 341 stores in operation compared to 302 at
December 31, 1996.

                                      -10-


<PAGE>   11




           Gross profit for the quarter ended December 31, 1997 was $15.3
million, or 42.2% of sales, compared with $13.7 million, or 40.8% of sales, for
the quarter ended December 31, 1996. The increase in gross profit as a percent
of sales was primarily attributable to a decrease in purchases at the store
level of certain higher-cost parts ("Outside Purchases"). This was
accomplished through a combination of increasing the average inventory in the
stores and improving the mix of parts. This decrease occurs in a quarter which
historically has higher Outside Purchases. During periods of slower sales, store
personnel will more readily accept repair work outside of the normal recurring
services the store usually provides. Gross profit for the nine months ended
December 31, 1997 was $51.8 million, or 43.7% of sales, compared to $48.3
million, or 44.3% of sales, for the nine months ended December 31, 1996. The
decline in gross profit as a percentage of sales was due, in large 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.

           Operating, selling, general and administrative expenses (OSG&A) for
the quarter ended December 31, 1997 increased by $1.4 million to $11.4 million
over the quarter ended December 31, 1996, and increased as a percentage of sales
from 29.7% to 31.4%. For the nine months ended December 31, 1997, these expenses
increased by $3.6 million to $34.6 million over the comparable period in the
prior year, and were 29.2% of sales as compared to 28.5% in 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 advertising,
supervision and utilities, against slightly negative comparable store sales.
These increases were partially offset by a reduction in bonus and profit sharing
expense. 

           Net interest expense for the quarter ended December 31, 1997,
increased by approximately $167,000 compared to the same period in the prior
year, and increased from 2.5% to 2.8% as a percentage of sales for the same
periods. Net interest expense for the nine months ended December 31, 1997,
increased by $273,000 compared to the comparable period in the prior year, and
rose from 2.3% to 2.4% as a percentage of sales for the same periods. The
increase in expense is largely due to an increase in the weighted average debt
outstanding for the quarter and nine months ended December 31, 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 December 31, 1997 of approximately
$1.7 million increased 5.7% over net income for the quarter ended December 31,
1996. For the nine months ended December 31, 1997, net income of approximately
$8.5 million decreased 3.0%, 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.

                                      -11-


<PAGE>   12


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 shops. For the nine months ended December 31, 1997, the Company spent
$18.8 million for equipment and new store construction. Funds were provided
primarily by cash flow from operations, a sale/leaseback transaction and bank
financing. Management believes that the Company has sufficient resources
available (including cash and equivalents, 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
December 31, 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 $2.6 million, amortizable over 20 years, and
an eight year term loan with a balance of $.5 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.

           In December 1997, the Company completed a sale/leaseback transaction
involving 10 of its store locations. Proceeds from the sale totaled $6.1
million.





                                      -12-


<PAGE>   13




                            MONRO MUFFLER BRAKE, INC.

                           PART II - OTHER INFORMATION

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 December 31, 1997.









                                      -13-


<PAGE>   14




                                   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: February 11, 1998           By  /s/ Lawrence C. Day
                                    -------------------------------------------
                                       Lawrence C. Day
                                       President and Chief Executive Officer


DATE: February 11, 1998           By  /s/ Catherine D'Amico
                                    -------------------------------------------
                                      Catherine D'Amico
                                      Senior Vice President-Finance, Treasurer
                                        and Chief Financial Officer

                           



                                      -14-


<PAGE>   15




                                  EXHIBIT INDEX

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

  11              Statement of Computation of Per Share Earnings.       16











                                      -15-



<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). Calculations reflect the
adoption of the provisions of Financial Accounting Standards ("FAS") No. 128,
"Earnings per Share" effective for periods ending after December 15, 1997.
<TABLE>
<CAPTION>

                                                               QUARTER ENDED                  NINE MONTHS ENDED
                                                                DECEMBER 31,                     DECEMBER 31,
                                                             ----------------                 ------------------
                                                           1997            1996             1997             1996
                                                           ----            ----             ----             ----

                                                                    (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

EARNINGS

<S>                                                      <C>              <C>              <C>              <C>   
Net Income                                               $1,700           $1,609           $8,469           $8,730
                                                         ======           ======           ======           ======

SHARES - BASIC

Weighted average number of shares of Common
     Stock                                                7,867            7,843            7,861            7,782
                                                         ======           ======           ======           ======


BASIC EARNINGS PER SHARE                                 $  .22           $  .21           $ 1.08           $ 1.12
                                                         ======           ======           ======           ======


SHARES - DILUTED

Weighted average number of shares of Common
     Stock                                                7,867            7,843            7,861            7,782

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

Dilutive effect of outstanding options                       85              121              124              189
                                                         ------           ------           ------           ------

Weighted average number of common and common
     equivalent shares                                    8,557            8,569            8,590            8,576
                                                         ======           ======           ======           ======


DILUTED EARNINGS PER SHARE                               $  .20           $  .19           $  .99           $ 1.02
                                                         ======           ======           ======           ======

</TABLE>






                                      -16-

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1998
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                           6,855
<SECURITIES>                                         0
<RECEIVABLES>                                      740
<ALLOWANCES>                                         0
<INVENTORY>                                     27,485
<CURRENT-ASSETS>                                38,604
<PP&E>                                         163,893
<DEPRECIATION>                                (48,142)
<TOTAL-ASSETS>                                 158,067
<CURRENT-LIABILITIES>                           23,772
<BONDS>                                              0
                                0
                                        138
<COMMON>                                            79
<OTHER-SE>                                      74,929
<TOTAL-LIABILITY-AND-EQUITY>                   158,067
<SALES>                                        118,649
<TOTAL-REVENUES>                               118,649
<CGS>                                           66,858
<TOTAL-COSTS>                                   66,858
<OTHER-EXPENSES>                                34,903
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,775
<INCOME-PRETAX>                                 14,113
<INCOME-TAX>                                     5,644
<INCOME-CONTINUING>                              8,469
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     8,469
<EPS-PRIMARY>                                     1.08
<EPS-DILUTED>                                      .99
        

</TABLE>


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