-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DY/g5TvfGQOnmLQ32qeen3+YjdKPv7iZqLfZF0ZHVZg9l7z5KdBt0k2+Lhe32IqC Hb++y+bK3WmlNLNDEQMisw== /in/edgar/work/0000950152-00-007964/0000950152-00-007964.txt : 20001115 0000950152-00-007964.hdr.sgml : 20001115 ACCESSION NUMBER: 0000950152-00-007964 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONRO MUFFLER BRAKE INC CENTRAL INDEX KEY: 0000876427 STANDARD INDUSTRIAL CLASSIFICATION: [7500 ] IRS NUMBER: 160838627 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-19357 FILM NUMBER: 765151 BUSINESS ADDRESS: STREET 1: 200 HOLLEDER PKWY CITY: ROCHESTER STATE: NY ZIP: 14615-3808 BUSINESS PHONE: 7166476400 10-Q 1 l84477ae10-q.txt MONRO MUFFLER & BRAKE CO. 10-Q 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. 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 -2- 3 MONRO MUFFLER BRAKE, INC. CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, MARCH 31, 2000 2000 --------- --------- (DOLLARS IN THOUSANDS) 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 ========= =========
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. - 3 - 4 MONRO MUFFLER BRAKE, INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
QUARTER ENDED SIX MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2000 1999 2000 1999 ------- ------- -------- -------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 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 ======= ======= ======== ========
(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 - 5 MONRO MUFFLER BRAKE, INC. CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY (UNAUDITED)
(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 ----- ----- ------- ----------- ------- -------- 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 =========== ======== =========== =========== ============ ===========
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 - 6 MONRO MUFFLER BRAKE, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
SIX MONTHS ENDED SEPTEMBER 30, 2000 1999 -------- -------- (DOLLARS IN THOUSANDS) INCREASE (DECREASE) IN CASH Cash flows from operating activities: 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 ======== ========
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 - 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 - 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- 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.
QUARTER ENDED SEPTEMBER 30, SIX MONTHS ENDED SEPTEMBER 30, --------------------------- ------------------------------ 2000 1999 2000 1999 ------- ------- ------- ------- 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% ======= ======= ======= =======
-9- 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- 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- 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- 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- 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- 15 EXHIBIT INDEX Exhibit No. Description Page No. - ----------- ----------- -------- 11 Statement of computation of per share earnings 16 27 Financial Data Schedule -15- EX-11 2 l84477aex11.txt EXHIBIT 11 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.
QUARTER ENDED SIX MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2000 1999 2000 1999 ------- ------- ------- ------- (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) DILUTED EARNINGS Net Income $ 3,472 $ 3,213 $ 6,919 $ 5,906 ======= ======= ======= ======= SHARES Weighted average number of common shares 8,323 8,322 8,322 8,322 Treasury Stock (126) (122) Assuming conversion of Class C Convertible Preferred Stock 636 636 636 636 Dilutive effect of outstanding options 96 17 70 18 ------- ------- ------- ------- Total common and common equivalent shares 8,930 8,975 8,906 8,976 ======= ======= ======= ======= DILUTED EARNINGS PER SHARE $ .39 $ .36 $ .78 $ .66 ======= ======= ======= ======= BASIC EARNINGS Net Income $ 3,472 $ 3,213 $ 6,919 $ 5,906 ======= ======= ======= ======= SHARES Weighted average number of common shares 8,197 8,322 8,200 8,322 ======= ======= ======= ======= BASIC EARNINGS PER SHARE $ .42 $ .39 $ .84 $ .71 ======= ======= ======= =======
-16- EX-27 3 l84477aex27.txt EXHIBIT 27
5 1,000 6-MOS MAR-31-2001 JUL-01-2000 SEP-30-2000 1,422 0 1,351 0 40,237 50,801 206,978 (74,429) 196,575 42,797 51,659 0 138 83 95,367 196,575 121,091 121,091 70,099 70,099 36,112 0 3,125 11,493 4,574 6,919 0 0 0 6,919 .84 .78
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