<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, 2000.
--------------------
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 October 31, 2000, 8,206,101 shares of the Registrant's Common Stock, par
value $ .01 per share, were outstanding.
<PAGE> 2
MONRO MUFFLER BRAKE, INC.
INDEX
-----
Part I. Financial Information Page No.
--------
Item 1. Financial Statements
Consolidated Balance Sheet at
September 30, 2000 and March 31, 2000 3
Consolidated Statement of Income for the quarter
and six months ended September 30, 2000 and 1999 4
Consolidated Statement of Changes in Common
Shareholders' Equity for the six months ended
September 30, 2000 5
Consolidated Statement of Cash Flows for the
six months ended September 30, 2000 and 1999 6
Notes to Consolidated Financial Statements 7
Item 2. 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 13
Signatures 14
Exhibit Index 15
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<PAGE> 3
MONRO MUFFLER BRAKE, INC.
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, MARCH 31,
2000 2000
--------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents, including interest-bearing accounts of $1,422
at September 30, 2000 and $507 at March 31, 2000 $ 1,422 $ 507
Trade receivables 1,351 980
Inventories, at LIFO cost 40,237 39,698
Deferred income tax asset 1,415 1,415
Other current assets 6,376 5,025
--------- ---------
Total current assets 50,801 47,625
--------- ---------
Property, plant and equipment 206,978 202,779
Less - Accumulated depreciation and amortization (74,429) (68,904)
--------- ---------
Net property, plant and equipment 132,549 133,875
Other noncurrent assets 13,225 14,013
--------- ---------
Total assets $ 196,575 $ 195,513
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 8,455 $ 8,455
Trade payables 16,224 11,608
Federal and state income taxes payable 3,146 718
Accrued interest 350 288
Accrued payroll, payroll taxes and other payroll benefits 4,296 3,962
Accrued insurance 2,186 1,539
Accrued restructuring costs 980 1,210
Other current liabilities 7,160 8,182
--------- ---------
Total current liabilities 42,797 35,962
Long-term debt 51,659 63,639
Other long-term liabilities 763 845
Accrued long-term restructuring costs 1,963 2,487
Deferred income tax liability 3,805 3,805
--------- ---------
Total liabilities 100,987 106,738
--------- ---------
Commitments
Shareholders' equity:
Class C Convertible Preferred Stock, $1.50 par value, $.216 conversion value;
150,000 shares authorized; 91,727 shares issued and outstanding 138 138
Common Stock, $.01 par value, 15,000,000 shares authorized; 8,331,701 and
8,321,701 shares issued at September 30, 2000 and March 31, 2000,
respectively 83 83
Treasury Stock, 125,600 shares at September 30, 2000 and 100,100 shares at
March 31, 2000, at cost (1,011) (803)
Additional paid-in capital 36,080 35,978
Retained earnings 60,298 53,379
--------- ---------
Total shareholders' equity 95,588 88,775
--------- ---------
Total liabilities and shareholders' equity $ 196,575 $ 195,513
========= =========
</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 29, 2000.
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<PAGE> 4
MONRO MUFFLER BRAKE, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
QUARTER ENDED SIX MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
------- ------- -------- --------
(DOLLARS IN THOUSANDS, EXCEPT
PER SHARE DATA)
<S> <C> <C> <C> <C>
Sales $60,398 $60,513 $121,091 $121,492
Cost of sales, including distribution and
occupancy costs (a) 35,273 35,356 70,099 70,747
------- ------- -------- --------
Gross profit 25,125 25,157 50,992 50,745
Operating, selling, general and
administrative expenses 17,675 17,727 36,112 36,809
------- ------- -------- --------
Operating income 7,450 7,430 14,880 13,936
Interest expense, net of interest income for
the quarter of $10 in 2000 and $16 in
1999, and year-to-date of $52 in 2000
and $27 in 1999 (a) 1,525 1,689 3,125 3,406
Other expense, net 157 400 262 715
------- ------- -------- --------
Income before provision for income taxes 5,768 5,341 11,493 9,815
Provision for income taxes 2,296 2,128 4,574 3,909
------- ------- -------- --------
Net income $ 3,472 $ 3,213 $ 6,919 $ 5,906
======= ======= ======== ========
Earnings per share:
Basic $ .42 $ .39 $ .84 $ .71
======= ======= ======== ========
Diluted $ .39 $ .36 $ .78 $ .66
======= ======= ======== ========
Weighted average number of shares of
common stock and common stock
equivalents used in computing earnings
per share:
Basic 8,197 8,322 8,200 8,322
======= ======= ======== ========
Diluted 8,930 8,975 8,906 8,976
======= ======= ======== ========
</TABLE>
(a) Amounts paid under operating and capital leases with affiliated parties
totaled $453 and $452 for the quarters ended September 30, 2000 and
1999, respectively, and $917 for each of the six months ended September
30, 2000 and 1999.
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 29, 2000.
- 4 -
<PAGE> 5
MONRO MUFFLER BRAKE, INC.
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
(AMOUNTS IN THOUSANDS, EXCEPT FOR SHARE DATA)
LESS:
NOTE NET
ADDITIONAL RECEIVABLE ADDITIONAL
COMMON TREASURY PAID-IN FROM PAID-IN RETAINED
STOCK STOCK CAPITAL SHAREHOLDER CAPITAL EARNINGS
----- ----- ------- ----------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance at March 31, 2000 $83 $(803) $36,370 $(392) $35,978 $53,379
Net income 6,919
Exercise of stock options 50 50
Note receivable from shareholder 52 52
Purchase of treasury shares
(25,500 shares) (208)
----------- -------- ----------- ----------- ------------ -----------
Balance at September 30, 2000 $83 $(1,011) $36,420 $(340) $36,080 $60,298
=========== ======== =========== =========== ============ ===========
</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 29, 2000.
- 5 -
<PAGE> 6
MONRO MUFFLER BRAKE, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
SEPTEMBER 30,
2000 1999
-------- --------
(DOLLARS IN THOUSANDS)
INCREASE (DECREASE) IN CASH
Cash flows from operating activities:
<S> <C> <C>
Net income $ 6,919 $ 5,906
-------- --------
Adjustments to reconcile net income to net cash provided
by operating activities -
Depreciation and amortization 6,531 6,482
Gain on disposal of property, plant and equipment (114) (81)
Increase in trade receivables (371) (49)
Increase in inventories (496) (3,645)
(Increase) decrease in other current assets (1,396) 934
Decrease in other noncurrent assets 440 460
Increase in trade payables 4,616 3,613
Decrease in accrued expenses (120) (1,404)
Increase in federal and state income taxes payable 2,428 3,043
Decrease in other long-term liabilities (914) (1,386)
-------- --------
Total adjustments 10,604 7,967
-------- --------
Net cash provided by operating activities 17,523 13,873
-------- --------
Cash flows from investing activities:
Capital expenditures (5,139) (9,677)
Proceeds from the disposal of property, plant and equipment 669 1,120
-------- --------
Net cash used for investing activities (4,470) (8,557)
-------- --------
Cash flows from financing activities:
Exercise of stock options 50
Repurchase of common stock (208)
Proceeds from borrowings 46,700 40,375
Principal payments on long-term debt and capital
lease obligations (58,680) (48,222)
-------- --------
Net cash used for financing activities (12,138) (7,847)
-------- --------
Increase (decrease) in cash 915 (2,531)
Cash at beginning of period 507 5,599
-------- --------
Cash at September 30 $ 1,422 $ 3,068
======== ========
</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 29, 2000.
- 6 -
<PAGE> 7
MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Stock Repurchase
-------------------------
In November 1999, the Board of Directors approved a share repurchase
program initially authorizing the Company to purchase up to 300,000 shares of
its common stock at market prices. In May 2000, the Board of Directors approved
an increase of 120,000 shares, bringing the total authorization to 420,000
shares. The amount and timing of any purchase will depend upon a number of
factors, including the price and availability of the Company's shares and
general market conditions. The Company's purchases of common stock are recorded
as "Treasury Stock" and result in a reduction of "Shareholders' equity". At
September 30, 2000, the Company had repurchased 125,600 shares under such
program.
Note 2 - Acquisition of Speedy Stores
-------------------------------------
In September 1998, the Company completed the acquisition of 189
company-operated and 14 dealer-operated Speedy stores, all located in the United
States, from SMK Speedy International Inc. of Toronto Canada. Speedy stores
provide automotive repair services, specializing in undercar care, in 11 states
located primarily in the northeast. The acquisition was accounted for as a
purchase, and accordingly, the operating results of Speedy have been included in
the Company's consolidated financial statements since the date of the
acquisition.
Approximately $51 million was borrowed under a new $135 million secured
credit facility to pay the all-cash purchase price, with an additional $16
million of borrowings to provide for the closing of underperforming or redundant
Speedy stores, capital expenditures at remaining Speedy stores and transaction
expenses.
The excess of the aggregate purchase price over the fair value of net
assets acquired is being amortized on a straight-line basis over 20 years.
In connection with the acquisition, the Company recorded a reserve for
accrued restructuring costs of approximately $7.8 million. This reserve relates
to costs associated with the closing of 41 poorly performing or duplicative
Speedy stores, and includes charges for rent and real estate taxes (net of
anticipated sublease income), the write down of assets to their fair market
value, and net losses experienced by these stores through their closure date.
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 $199,000 and $124,000 higher at September 30, 2000
and March 31, 2000, 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 $1,422,000 at
September 30, 2000 and $507,000 at March 31, 2000 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, 2000:
In connection with the sale or disposal of assets, the Company reduced
fixed assets by $129,000 and decreased other current liabilities and accrued
long-term restructuring costs by $60,000 and $69,000, respectively.
SIX MONTHS ENDED SEPTEMBER 30, 1999:
Capital lease obligations of $85,000 were incurred under various lease
obligations.
In connection with the sale of assets, the Company reduced fixed assets
by $49,000 and increased other current assets, other non-current assets and
accrued long-term restructuring cost by $73,000, $90,000 and $114,000,
respectively.
CASH PAID DURING THE PERIOD:
SIX MONTHS ENDED
SEPTEMBER 30,
2000 1999
---- ----
Interest, net $2,930,000 $3,045,000
Income taxes 2,145,000 866,000
Debt borrowings and repayments shown in the Consolidated Statement of
Cash Flows represent gross borrowings and gross repayments during the period.
Under its Revolving Credit Facility, the Company either borrows or repays debt
daily depending on its cash needs.
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 29, 2000.
-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, the ability of the Company to maximize the
value of the acquired Speedy stores, 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,
--------------------------- ------------------------------
2000 1999 2000 1999
------- ------- ------- -------
<S> <C> <C> <C> <C>
Sales .............................................. 100.0% 100.0% 100.0% 100.0%
Cost of sales, including distribution
and occupancy costs ............................... 58.4 58.4 57.9 58.2
------- ------- ------- -------
Gross profit ....................................... 41.6 41.6 42.1 41.8
Operating, selling, general and
administrative expenses ........................... 29.3 29.3 29.8 30.3
------- ------- ------- -------
Operating income ................................... 12.3 12.3 12.3 11.5
Interest expense - net ............................. 2.5 2.8 2.6 2.8
Other expenses - net ............................... .3 .7 .2 .6
------- ------- ------- -------
Income before provision for income taxes ........... 9.5 8.8 9.5 8.1
Provision for income taxes ......................... 3.8 3.5 3.8 3.2
------- ------- ------- -------
Net income ......................................... 5.7% 5.3% 5.7% 4.9%
======= ======= ======= =======
</TABLE>
-9-
<PAGE> 10
SECOND QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO
SECOND QUARTER AND SIX MONTHS ENDED SEPTEMBER 30, 1999
Sales were $60.4 million for the quarter ended September 30, 2000
compared with $60.5 million in the quarter ended September 30, 1999. The sales
decrease of $.1 million, or .2%, was due to a decrease of $.9 million related to
stores closed during fiscal 2000 and 2001. These decreases were partially offset
by an increase in sales of new stores of $.8 million. Comparable store sales
were flat for the quarter ended September 30, 2000. Sales for the six months
ended September 30, 2000 were $121.1 million compared to $121.5 million for the
comparable period of the prior year. The sales decrease of $.4 million, or .3%,
was due to a decrease in comparable store sales of .2% and a decrease of $2.2
million related to stores closed during fiscal 2000 and 2001. These decreases
were partially offset by an increase in sales from new stores of $2.0 million.
At September 30, 2000, the Company had 510 company-operated stores as compared
to 515 at September 30, 1999.
Gross profit for the quarter ended September 30, 2000 was $25.1 million
as compared with $25.2 million for the quarter ended September 30, 1999. As a
percent of sales, gross profit was flat between the two quarters at 41.6% of
sales. Gross profit for the six months ended September 30, 2000 was $51.0
million, or 42.1% of sales, compared to $50.7 million or 41.8% of sales, for the
six months ended September 30, 1999. The increase in gross profit for the six
months ended September 30, 2000 was primarily attributable to a decrease in
technician labor costs due to improved productivity and control.
Operating, selling, general and administrative expenses for the quarter
ended September 30, 2000 were flat at $17.7 million or 29.3% of sales, as
compared to the quarter ended September 30, 1999. For the six months ended
September 30, 2000, these expenses decreased by $.7 million to $36.1 million
from the comparable period of the prior year and were 29.8% of sales compared to
30.3% in the comparable period of the prior year.
Operating income for the quarter ended September 30, 2000 of
approximately $7.5 million increased .3% over operating income for the quarter
ended September 30, 1999, and remained flat as a percentage of sales at 12.3%
for the respective periods. On a year-to-date basis, operating income increased
approximately $.9 million or 6.8% over the same prior year period, and increased
as a percentage of sales from 11.5% to 12.3% during this same period.
Net interest expense for the quarter ended September 30, 2000 decreased
by approximately $.2 million compared to the comparable period in the prior
year, and decreased from 2.8% to 2.5% as a percentage of sales for the same
period. Net interest expense for the six months ended September 30, 2000
decreased by approximately $.3 million compared to the same period in the prior
year, and decreased from 2.8% to 2.6% as a percentage of sales for the same
period. The weighted average interest rate for the quarter ended September 30,
2000 was approximately .6% higher than the rate for the quarter ended September
30, 1999. However, the weighted average debt outstanding decreased by
approximately $13.8 million, resulting in a decrease in expense between the two
quarters.
Net income for the quarter ended September 30, 2000 of $3.5 million
increased 8.1% from net income for the quarter ended September 30, 1999. For the
six months ended September 30, 2000 net income of $6.9 million increased 17.2%,
due to the factors discussed above. Earnings per share for the quarter and six
months ended September 30, 2000 increased 8.3% and 18.2%, respectively.
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 and financial position 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
In fiscal year 2001, the Company's primary capital requirements have
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, 2000, the Company spent approximately $5.1 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
Concurrent with the closing of the Speedy acquisition in September
1998, the Company obtained a new $135 million secured credit facility ("the
Credit Facility" or "the Facility") from a syndication of lenders led by The
Chase Manhattan Bank. Approximately $55 million was borrowed under this Facility
to pay the all-cash purchase price, including transaction expenses of
approximately $4 million. In addition, the Company refinanced approximately $35
million of indebtedness through the new Credit Facility, with the balance of the
Facility available for future working capital needs. More specifically, the new
financing structure consists of a $25 million term loan (of which approximately
$20 million was outstanding at September 30, 2000), a $75 million Revolving
credit facility (of which approximately $27.5 million was outstanding at
September 30, 2000), and synthetic lease (off-balance sheet) financing for a
significant portion of the Speedy real estate, totaling $35 million (of which
approximately $32.8 million was outstanding at September 30, 2000). The loans
bear interest at the prime rate or LIBOR-based rate options tied to the
Company's financial performance. The Company must also pay a facility fee on the
unused portion of the commitment.
The Credit Facility has a five-year term. Interest only is payable
monthly on the Revolving credit and synthetic lease borrowings throughout the
term. In addition to monthly interest payments, the $25 million term loan
requires quarterly principal payments. Principal payments totalling $5 million
have been paid through September 30, 2000.
The term loan and Revolving credit facility are secured by all accounts
receivable, inventory and other personal property. The Company has also entered
into a negative pledge agreement not to encumber any real property, with certain
permissible exceptions. The synthetic lease is secured by the real property to
which it relates.
Certain of the Company's stores are financed by mortgages currently
bearing interest at LIBOR plus 100 basis points.
The Company has financed its office/warehouse facility via a 10 year
mortgage with a current balance of $2.2 million, amortizable over 20 years, and
an eight year term loan with a balance of $.3 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. They also contain restrictions on cash
dividend payments.
The Company enters into interest rate hedge agreements which involve
the exchange of fixed and floating rate interest payments periodically over the
life of the agreement without the exchange of the underlying principal amounts.
The differential to be paid or received is accrued as interest rates change and
is recognized over the life of the agreements as an adjustment to interest
expense.
FINANCIAL ACCOUNTING STANDARDS
On June 17, 1998 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
for Derivative Instruments and Hedging Activities" effective for fiscal years
beginning after June 15, 2000. This statement standardizes the accounting for
derivatives and hedging activities and requires that all derivatives be
recognized in the statement of financial position as either assets or
liabilities at fair value. Changes in the fair value of derivatives that do not
meet the hedge accounting criteria are to be reported in earnings. Adoption of
this standard is not expected to have a material effect on the Company's
financial position, results of operations or cash flows.
-11-
<PAGE> 12
MONRO MUFFLER BRAKE, INC.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
The 2000 Annual Meeting of Shareholders of the Company (the
"2000 Meeting") was held on August 7, 2000. At the 2000 Meeting, the Company's
common shareholders elected management's nominees, Burton S. August, Robert W.
August, Donald Glickman, Lionel B. Spiro and W. Gary Wood to Class 1 of the
Board of Directors, to serve until the election and qualification of their
respective successors at the 2002 Annual Meeting of Shareholders. Such nominees
for director received the following votes:
Name Votes For Votes Withheld
---- --------- --------------
Burton S. August 7,308,444 18,782
Robert W. August 7,308,444 18,782
Donald Glickman 7,308,444 18,782
Lionel B. Spiro 7,308,444 18,782
W. Gary Wood 7,308,444 18,782
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 7, 2000.
In addition, Charles J. August, Frederick M. Danziger, Jack M.
Gallagher, Robert G. Gross and Peter J. Solomon will continue as Class 2
directors until the election and qualification of their respective successors at
the 2001 Annual Meeting of Shareholders.
Also approved by the following votes were:
(I) a proposal to ratify the re-appointment of
PricewaterhouseCoopers LLP as the independent auditors
of the Company for the fiscal year ending March 31, 2001
(7,323,703 shares in favor, 1,841 shares against, 1,682
shares abstaining and zero broker non-votes).
-12-
<PAGE> 13
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
11 - Statement of Computation of Per Share Earnings.
27 - Financial Data Schedule
b. Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended September 30, 2000.
-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: November 14, 2000 By /s/ Robert G. Gross
----------------------------------------
Robert G. Gross
President and Chief Executive Officer
DATE: November 14, 2000 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
27 Financial Data Schedule
-15-
