FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the quarterly period ended December 25, 2004.

OR

o 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 incorporation or organization)	(I.R.S. Employer Identification #)

200 Holleder Parkway, Rochester, New York	14615
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code 585-647-6400

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 þ                      No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes þ                      No

As of January 22, 2005, 13,449,392 shares of the Registrant’s Common Stock, par value $ .01 per share, were outstanding.

MONRO MUFFLER BRAKE, INC.

INDEX

	Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet at December 25, 2004 and March 27, 2004		3
Consolidated Statement of Income for the quarters and nine months ended December 25, 2004 and December 27, 2003		4
Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended December 25, 2004		5
Consolidated Statement of Cash Flows for the nine months ended December 25, 2004 and December 27, 2003		6
Notes to Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 4. Controls and Procedures		14
Part II. Other Information
Item 6. Exhibits		15
Signatures		16
Exhibit Index		17
EX-10.86 Supply Agreement
EX-31.1 Certification of Robert G. Gross
EX-31.2 Certification of Catherine D'Amico
EX-32.1 Certification Pursuant to 18 U.S.C. Section 1350

2

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

	December 25,				March 27,
	2004				2004
		(Dollars in thousands)
Assets
Current assets:
Cash and equivalents		$	879		$	1,533
Trade receivables			2,176			1,975
Inventories			60,233			54,050
Deferred income tax asset			2,533			2,811
Other current assets			10,213			10,373
Total current assets			76,034			70,742
Property, plant and equipment			270,131			259,641
Less – Accumulated depreciation and amortization			(107,732	)		(99,925	)
Net property, plant and equipment			162,399			159,716
Goodwill			30,574			26,240
Intangible assets and other noncurrent assets			5,051			6,092
Total assets		$	274,058		$	262,790
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt		$	578		$	578
Trade payables			22,630			16,704
Federal and state income taxes payable			2,869			1,045
Accrued payroll, payroll taxes and other payroll benefits			8,193			8,963
Accrued insurance			3,492			3,072
Other current liabilities			12,471			12,216
Total current liabilities			50,233			42,578
Long-term debt			51,844			68,763
Other long-term liabilities			3,787			3,791
Deferred income tax liability			5,236			3,859
Total liabilities			111,100			118,991
Commitments
Shareholders’ equity:
Class C Convertible Preferred Stock, $1.50 par value, $.144 conversion value, 150,000 shares authorized; 65,000 shares issued and outstanding			97			97
Common Stock, $.01 par value, 20,000,000 shares authorized; 13,447,472 and 13,315,253 shares issued and outstanding at December 25, 2004 and March 27, 2004, respectively			134			133
Treasury Stock, 325,200 shares at December 25, 2004 and March 27, 2004, at cost			(1,831	)		(1,831	)
Additional paid-in capital			45,870			44,057
Accumulated other comprehensive income			(366	)		(413	)
Retained earnings			119,054			101,756
Total shareholders’ equity			162,958			143,799
Total liabilities and shareholders’ equity		$	274,058		$	262,790

The accompanying notes are an integral part of these financial statements.

3

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

	Quarter Ended						Nine Months Ended
	Fiscal December						Fiscal December
	2004			2003			2004		2003
	(Amounts in thousands, except per share data)
Sales	$	80,522		$	64,549		$	256,290	$	212,298
Cost of sales, including distribution and occupancy costs		48,659			39,291			150,048		123,351
Gross profit		31,863			25,258			106,242		88,947
Operating, selling, general and administrative expenses		25,371			19,981			76,226		63,127
Operating income		6,492			5,277			30,016		25,820
Interest expense, net of interest income for the quarter of $16 in 2004 and $14 in 2003, and year-to-date of $38 in 2004 and $44 in 2003		638			515			1,812		1,997
Other (income) expense, net		(37	)		(123	)		303		(123	)
Income before provision for income taxes		5,891			4,885			27,901		23,946
Provision for income taxes		2,239			1,854			10,603		9,099
Net income	$	3,652		$	3,031		$	17,298	$	14,847
Earnings per share:
Basic	$	.28		$	.23		$	1.32	$	1.15
Diluted	$	.25		$	.21		$	1.19	$	1.02
Weighted average number of common shares outstanding used in computing earnings per share
Basic		13,120			12,976			13,077		12,944
Diluted		14,554			14,612			14,530		14,537

The accompanying notes are an integral part of these financial statements.

4

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

(Dollars in thousands)

										Accumulated
								Additional		Other
	Preferred		Common		Treasury			Paid-in		Comprehensive			Retained
	Stock		Stock		Stock			Capital		Income			Earnings		Total
Balance at March 27, 2004	$	97	$	133	$	(1,831	)	$	44,057	$	(413	)	$	101,756	$	143,799
Net income														17,298		17,298
Other comprehensive income:
SFAS No. 133 adjustment for the nine months ended December 25, 2004											47					47
Total comprehensive income																17,345
Tax benefit from employer stock plans									600							600
Exercise of stock options				1					1,213							1,214
Balance at December 25, 2004	$	97	$	134	$	(1,831	)	$	45,870	$	(366	)	$	119,054	$	162,958

The accompanying notes are an integral part of these financial statements.

5

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended Fiscal December
	2004			2003
	(Dollars in thousands)
	Increase (Decrease) in Cash
Cash flows from operating activities:
Net income	$	17,298		$	14,847
Adjustments to reconcile net income to net cash provided by operating activities -
Depreciation and amortization		11,096			9,787
Net change in deferred income taxes		974			1,842
Loss on disposal of property, plant and equipment		153			326
Change in assets and liabilities, net of effects from acquisitions:
Increase in trade receivables		(325	)		(263	)
Increase in inventories		(5,919	)		(991	)
Decrease (increase) in other current assets		289			(448	)
(Increase) decrease in intangible assets and other noncurrent assets		(365	)		240
Increase in trade payables		5,926			4,396
Decrease in accrued expenses		(641	)		(2,701	)
Increase in federal and state income taxes payable		2,424			748
Increase in other long-term liabilities		222			657
Total adjustments		13,834			13,593
Net cash provided by operating activities		31,132			28,440
Cash flows from investing activities:
Capital expenditures		(14,044	)		(11,467	)
Payment for purchase of Brazos Automotive Properties, L.P.		—			(935	)
Acquisitions, net of cash acquired		(3,658	)		—
Proceeds from the disposal of property, plant and equipment		1,971			452
Net cash used for investing activities		(15,731	)		(11,950	)
Cash flows from financing activities:
Proceeds from borrowings		95,400			108,596
Principal payments on long-term debt and capital lease obligations		(112,669	)		(126,207	)
Exercise of stock options		1,214			1,128
Payment of fractional shares related to stock split (see Note 9)		—			(3	)
Net cash used for financing activities		(16,055	)		(16,486	)
(Decrease) increase in cash		(654	)		4
Cash at beginning of period		1,533			69
Cash at end of period	$	879		$	73

The accompanying notes are an integral part of these financial statements.

6

MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Condensed Consolidated Financial Statements

     The consolidated balance sheet as of December 25, 2004, the consolidated statements of income for the quarters and nine months ended December 25, 2004 and December 27, 2003, the consolidated statements of cash flows for the nine months ended December 25, 2004 and December 27, 2003 and the consolidated statement of changes in shareholders’ equity for the nine months ended December 25, 2004, include Monro Muffler Brake, Inc. and its wholly owned subsidiaries (the “Company”). These unaudited condensed consolidated financial statements have been prepared by the Company and are subject to year-end adjustments. In the opinion of management, all known adjustments (consisting of normal recurring accruals or adjustments) have been made to present fairly the financial position, results of operations and cash flows for the unaudited periods presented.

     Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 27, 2004. The results of operations for the interim periods being reported on herein are not necessarily indicative of the operating results for the full year.

     The Company reports its results on a 52/53 week fiscal year with the fiscal year ending on the last Saturday in March of each year. The following are the dates represented by each fiscal period reported in these condensed financial statements:

“Quarter Ended Fiscal December 2004”:	September 26, 2004 – December 25, 2004 (13 weeks)
“Quarter Ended Fiscal December 2003”:	September 28, 2003 – December 27, 2003 (13 weeks)
“Nine Months Ended Fiscal December 2004”:	March 28, 2004 – December 25, 2004 (39 weeks)
“Nine Months Ended Fiscal December 2003”:	March 30, 2003 – December 27, 2003 (39 weeks)

     Certain reclassifications have been made to the prior year’s consolidated financial statements to conform to the current year’s presentation.

Note 2 – Acquisitions

     Effective March 1, 2004, the Company acquired 36 tire and automotive repair locations in the Baltimore, Maryland and Arlington, Virginia areas from Mr. Tire, Inc. (the “Seller”) and its sole shareholder, Atlantic Automotive Corp. (the “Mr. Tire Acquisition”). The acquired locations include 26 leased retail stores and 10 kiosks which operate in Atlantic automotive dealerships. (All kiosks have since been closed.) The Company purchased certain of Seller’s assets, including inventory, fixed assets and intellectual property and assumed certain of Seller’s liabilities, including Seller’s obligations pursuant to the real property leases for each of the 26 retail store locations, certain warranty obligations outstanding to customers and certain other liabilities. The purchase price amounted to approximately $29 million and has been adjusted post-closing to reflect substantially all purchase accounting procedures as well as settlement of substantially all purchase price adjustments provided for in the related acquisition agreement.

     Effective October 17, 2004, the Company acquired five retail tire stores located in Baltimore, Maryland from Donald B. Rice Tire Co., Inc. (the “Rice Tire Acquisition”). The Company purchased all of the operating assets of the five retail stores, including fixed assets and certain inventory, and assumed certain liabilities, including obligations pursuant to the real property leases for each of the retail store locations. The purchase price was approximately $3.8 million and will be adjusted post-closing to reflect final counts of inventory and fixed assets and the completion of the Company’s purchase accounting procedures.

     The increase in goodwill is mainly due to the Rice Tire Acquisition as well as purchase accounting adjustments related to the Mr. Tire Acquisition.

Note 3 – Buyout of Synthetic Lease Properties

     On June 27, 2003, the Company purchased the land and buildings under its existing synthetic lease facility through the acquisition of the general and limited partnership interests in Brazos Automotive Properties, L.P. (“BAP”), for approximately $935,000 in cash (the “Lease Buyout”). The Lease Buyout was financed through the Company’s existing credit facility. BAP held the title related to 86 properties leased, under an operating lease, to a subsidiary of the Company and used in the conduct of the Company’s auto service business. BAP was also the debtor on a $26.6 million loan related to these properties. BAP, which became a wholly owned subsidiary of the Company as a result of the Lease Buyout, was established in 1998 for the purpose of acquiring certain properties and leasing them to the Company.

7

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     As a result of this Lease Buyout, land and buildings, at their fair value of approximately $27.5 million including acquisition costs, have been reflected on the Company’s balance sheet. Additionally, long-term debt of $26.6 million has also been reflected. The debt is non-amortizing and is due in September 2006.

     In fiscal 2005, payments on the debt are reported as interest expense. Depreciation expense is also recorded on these properties. Prior to the Lease Buyout in June 2003, these payments on the debt were reported as rent expense, and no depreciation was recorded.

Note 4 — Derivative Financial Instruments

     The Company reports derivatives and hedging activities in accordance with Statement of Financial Accounting Standards No. 133 (“SFAS 133”), “Accounting for Derivative Instruments and Hedging Activities”, as amended. This statement requires that all derivative instruments be recorded on the balance sheet at fair value. Changes in the fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether the derivative is designated as part of a hedge transaction, and if it is, depending on the type of hedge transaction.

     The notional amount of derivative financial instruments, which consisted solely of an interest rate swap used to minimize the risk and/or costs associated with changes in interest rates, was approximately $1.6 million at December 25, 2004. This swap matures in October 2005. This swap contract requires the Company to pay a fixed-rate of interest of 7.15% plus a spread of 80 basis points, and receive variable rates of interest based on the 30-day LIBOR rate.

     At December 25, 2004, the fair value of this contract, net of tax, is recorded as a component of accumulated other comprehensive income in the consolidated Statement of Changes in Shareholders’ Equity.

Note 5 — Vendor Rebates and Cooperative Advertising Credits

     In accordance with Emerging Issues Task Force (“EITF”) 02-16 of the Financial Accounting Standards Board (“FASB”), for vendor agreements entered into or modified after December 31, 2002, the Company accounts for vendor rebates and cooperative advertising credits as a reduction of the cost of products purchased, except where the rebate or credit is a reimbursement of costs incurred to sell the vendor’s product, in which case it is offset against the costs incurred. Vendor rebates and credits associated with vendor agreements entered into prior to December 31, 2002 are recognized as cooperative advertising income as earned and are classified as a reduction of selling, general and administrative expenses.

Note 6 — Earnings Per Share

     The following is a reconciliation of basic and diluted earnings per common share for the respective quarters:

	Quarter Ended				Nine Months Ended
	Fiscal December				Fiscal December
	2004		2003		2004		2003
	(Amounts in thousands, except per share data)
Numerator for earnings per common share calculation:
Net Income	$	3,652	$	3,031	$	17,298	$	14,847
Denominator for earnings per common share calculation:
Weighted average common shares, basic		13,120		12,976		13,077		12,944
Effect of dilutive securities:
Preferred Stock		675		675		675		675
Stock options and warrants		759		961		778		918
Weighted average number of common shares, diluted		14,554		14,612		14,530		14,537
Basic Earnings per common share:	$	0.28	$	0.23	$	1.32	$	1.15
Diluted Earnings per common share:	$	0.25	$	0.21	$	1.19	$	1.02

8

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     The computation of diluted earnings per share for the three and nine months ended fiscal December 2004 includes all outstanding stock options and warrants to purchase shares of the Company’s common stock and excludes the effect of the assumed exercise of 56,400 outstanding stock options, as the exercise prices of these options exceeded the average market price of the Company’s common stock for those periods. Outstanding stock options excluded from the computation of diluted earnings per share for the three and nine months ended fiscal December 2003 were zero and 41,000, respectively.

Note 7 – Stock-Based Compensation

     The Company applies the intrinsic-value-based method of accounting prescribed by Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”, and related interpretations including FASB Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation, an Interpretation of APB Opinion No. 25”, issued in March 2000, to account for its fixed-plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeds the exercise price. The Company’s policy generally is to grant stock options at fair market value at the date of grant.

     Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation”, (“SFAS 123”) established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS 123, the Company has elected to continue to apply the intrinsic-value-based method of accounting described above, and has adopted only the disclosure requirements of SFAS 123. The following table illustrates the effect on net income if the fair value-based method had been applied to all outstanding and unvested awards in each period.

	Quarter Ended						Nine Months Ended
	Fiscal December						Fiscal December
	2004			2003			2004			2003
	(Dollars in thousands, except per share data)
Net income, as reported	$	3,652		$	3,031		$	17,298		$	14,847
Add: Total stock-based employee compensation expense recorded in accordance with APB 25, net of related tax effect		—			—			—			—
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects		(130	)		(68	)		(524	)		(359	)
Pro forma net income	$	3,522		$	2,963		$	16,774		$	14,488
Earnings per share:
Basic-as reported	$	.28		$	.23		$	1.32		$	1.15
Basic-pro forma	$	.27		$	.23		$	1.28		$	1.12
Diluted-as reported	$	.25		$	.21		$	1.19		$	1.02
Diluted-pro forma	$	.24		$	.20		$	1.15		$	1.00

     The fair values of the options granted were estimated on the date of their grant using the Black-Scholes option-pricing model.

Note 8 – Supplemental Disclosure of Cash Flow Information

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

NINE MONTHS ENDED DECEMBER 25, 2004:

     In connection with the sale or disposal of assets, the Company decreased fixed assets by $151,000 and decreased other current liabilities by $151,000.

     In connection with the recording of capital leases, the Company increased fixed assets by $350,000 and increased long-term debt by $350,000.

9

MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     In connection with recording the value of the Company’s swap contracts, other comprehensive income increased by $47,000, other long-term liabilities decreased by $75,000 and the deferred income tax liability was increased by $28,000.

     In connection with the accounting for income tax benefits related to the exercise of stock options, the Company decreased current liabilities by $600,000 and increased paid-in-capital by $600,000.

     During the nine months ended December 2004, the Company recorded purchase accounting adjustments for the Mr. Tire acquisition that increased goodwill by $630,000, comprised primarily of adjustments to deferred income tax assets, inventory, property, plant and equipment, intangible assets and other current liabilities.

     In connection with the acquisition of Rice Tire, liabilities were assumed as follows:

Fair value of assets acquired	$	3,800,000
Cash paid, net of cash acquired		(3,660,000	)
Liabilities assumed	$	140,000

NINE MONTHS ENDED DECEMBER 27, 2003:

     In connection with the sale or disposal of assets, the Company reduced fixed assets by $426,000 and decreased other current liabilities by $426,000.

     In connection with recording the value of the Company’s swap contracts, other comprehensive income increased by $391,000, other current liabilities decreased by $575,000, other long-term liabilities decreased by $54,000 and the deferred income tax liability was increased by $238,000.

     In connection with the sale of fixed assets, the Company received a note which increased other current assets by $14,000 and other long-term assets by $99,000.

     In connection with the accounting for income tax benefits related to the exercise of stock options, the Company decreased deferred tax assets by $80,000, decreased current liabilities by $349,000 and increased paid-in-capital by $269,000.

     In connection with the three-for-two stock split that was effective on October 31, 2003, the Company increased Common Stock by $44,000 to reflect the par value of the additional shares issued, and reduced Retained Earnings by the same amount.

     In connection with the acquisition of Brazos Automotive Properties, L.P., the Company paid $935,000 (Note 3), as follows:

Fair value of assets acquired	$	27,494,000
Cash paid, net of cash acquired		(935,000	)
Liabilities assumed	$	26,559,000

CASH PAID DURING THE PERIOD:

	Nine Months Ended Fiscal December
	2004		2003
Interest, net	$	1,606,000	$	1,537,000
Income taxes		8,068,000		6,512,000

Note 9 – Stock Split

     On September 16, 2003, the Company’s Board of Directors declared a three-for-two stock split to be effected in the form of a 50% stock dividend. The stock split was distributed on October 31, 2003 to shareholders of record as of October 21, 2003. All basic and diluted earnings per share, average shares outstanding information and all applicable footnotes have been adjusted to reflect the aforementioned stock split.

10

MONRO MUFFLER BRAKE, INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations

     The statements contained in this Form 10-Q that 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 made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results to differ materially from those expressed. These factors include, but are not necessarily limited to, product demand, dependence on and competition within the primary markets in which the Company’s stores are located, the need for and costs associated with store renovations and other capital expenditures, the effect of economic conditions, the impact of competitive services and pricing, product development, parts supply restraints or difficulties, industry regulation, risks relating to leverage and debt service (including sensitivity to fluctuations in interest rates), continued availability of capital resources and financing, risks relating to integration of acquired businesses and other factors set forth or incorporated elsewhere herein and in the Company’s other Securities and Exchange Commission filings. The Company does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the Company.

     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						Nine Months Ended
	Fiscal December						Fiscal December
	2004			2003			2004			2003
Sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales, including distribution and occupancy costs		60.4			60.9			58.5			58.1
Gross profit		39.6			39.1			41.5			41.9
Operating, selling, general and administrative expenses		31.5			30.9			29.8			29.7
Operating income		8.1			8.2			11.7			12.2
Interest expense - net		.8			.8			.7			.9
Other (income) expense - net		—			(.2	)		.1			—
Income before provision for income taxes		7.3			7.6			10.9			11.3
Provision for income taxes		2.8			2.9			4.2			4.3
Net income		4.5	%		4.7	%		6.7	%		7.0	%

11

Third Quarter Ended December 25, 2004 Compared To Third Quarter Ended December 27, 2003

     Sales were $80.5 million for the quarter ended December 25, 2004 as compared with $64.5 million in the quarter ended December 27, 2003. The sales increase of $16.0 million, or 24.7%, was due to an increase of $14.8 million related to new stores and a comparable store sales increase of 2.4%. The acquired Mr. Tire stores contributed $12.3 million. There were 76 selling days in the quarter ended December 25, 2004 and the quarter ended December 27, 2003.

     Sales for the nine months ended December 25, 2004 were $256.3 million as compared to $212.3 million for the comparable period in the prior year. The sales increase of $44.0 million, or 20.7%, is due to a comparable store sales increase of 1.2%, as well as an increase of $42.4 million from new stores, including the Mr. Tire stores which added $37.7 million.

     At December 25, 2004 the Company had 611 company-operated stores compared with 565 stores at December 27, 2003. During the quarter ended December 25, 2004, the Company added 14 stores and closed two and the remaining seven kiosks acquired from Mr. Tire.

     Gross profit for the quarter ended December 25, 2004 was $31.9 million or 39.6% of sales as compared with $25.3 million or 39.1% of sales for the quarter ended December 27, 2003. The increase in gross profit for the quarter ended December 25, 2004, as a percentage of sales, is due primarily to the leveraging of occupancy costs which are largely fixed expenses and are included in cost of sales. Total material costs increased due to a shift in mix to the lower margin categories of tires and maintenance services. Included in the maintenance category are sales of oil changes, which increased approximately 15% on a comparable store basis over the prior year quarter. The Company promoted oil changes to drive traffic during the quarter by slightly lowering the selling price, while experiencing an increase in the cost of oil for the quarter. This had the effect of lowering margin in the maintenance category as compared to the prior year quarter. However, price increases in the quarter, as well as the recognition of vendor rebates against cost of goods in concert with inventory turns in accordance with EITF 02-16, helped to partially offset the aforementioned margin pressures.

     Technician labor, as a percent of sales, decreased between the two quarters, also due to the increase in tire sales as a percent of total sales.

     Without Mr. Tire’s results, gross profit for the quarter increased from 39.1% last year to 39.9% this year, partially due to a reduction in total material costs as well as through increased leveraging of distribution and occupancy costs.

     The improvement in material costs apart from the Mr. Tire stores was due primarily to a reduction in outside purchases. The Company has added approximately $5.8 million of inventory in fiscal 2005 in a concerted effort to reduce outbuys.

     Gross profit for the nine months ended December 25, 2004 was $106.2 million, or 41.5% of sales, as compared to $88.9 million or 41.9% of sales. Without Mr. Tire’s results, gross profit for the nine months increased from 41.9% last year to 42.4% this year, due to improved leveraging of distribution and occupancy costs.

     Operating, selling, general and administrative (“SG&A”) expenses for the quarter ended December 25, 2004 increased by $5.4 million to $25.4 million from the quarter ended December 27, 2003, and were 31.5% of sales as compared to 30.9% in the prior year quarter. The increase in SG&A expense as a percentage of sales is due primarily to an increase in benefits expense, Sarbanes-Oxley costs, and Mr. Tire integration costs. Within benefits expense, health insurance costs increased as a percent of sales as compared to the prior year quarter. Sarbanes-Oxley costs, excluding internal labor, amounted to .5% of sales in the third quarter of fiscal 2005.

     Regarding Mr. Tire, the Company successfully installed its point-of-sale system in the Mr. Tire retail stores, and its merchandising system in Mr. Tire’s warehouse and wholesale center during the quarter ended September 2004. Some of the costs associated with both the system and other integration related activities, which continued into the third quarter of fiscal 2005, are not capitalizable, thereby increasing SG&A costs as percent of sales.

     For the nine months ended December 25, 2004, SG&A expenses increased by $13.1 million to $76.2 million from the comparable period of the prior year, and were 29.8% of sales as compared to 29.7% of sales in the prior period.

     Operating income for the quarter ended December 25, 2004 of approximately $6.5 million increased 23.0% as compared to operating income for the quarter ended December 27, 2003, and decreased as a percentage of sales from 8.2% to 8.1% for the same periods.

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     Net interest expense for the quarter ended December 25, 2004 increased by approximately $.1 million as compared to the same period in the prior year, and remained flat as a percentage of sales for the same periods. The weighted average debt outstanding for the quarter ended December 25, 2004 increased by approximately $2.5 million. Additionally, there was an increase in the weighted average interest rate for the current year quarter of approximately 70 basis points as compared to the prior year.

     Net interest expense for the nine months ended December 25, 2004 decreased by approximately $.2 million as compared to the same period in the prior year and decreased from the prior year as a percentage of sales by .2% to .7%.

     The effective tax rate for the quarters and nine months ended December 25, 2004 and December 27, 2003 was 38% of pre-tax income.

     Net income for the quarter ended December 25, 2004 of $3.7 million increased 20.5% from net income for the quarter ended December 27, 2003. Earnings per share on a diluted basis for the quarter ended December 25, 2004 increased 19.0%.

     For the nine months ended December 25, 2004, net income of $17.3 million increased 16.5% as compared to the prior year period and diluted earnings per share increased 16.7%.

     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.

Capital Resources and Liquidity

     Capital Resources

     The Company’s primary capital requirements in fiscal 2005 are the upgrading of facilities and systems in existing stores and the funding of its store expansion program, including potential acquisitions of existing store chains. For the nine months ended December 25, 2004, the Company spent $14.4 million principally for equipment, as well as $3.7 million for the acquisition of the assets of Donald B. Rice Tire Co., Inc. 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

     In March 2003, the Company renewed its credit facility agreement. The amended financing arrangement consists of an $83.4 million Revolving Credit facility (of which approximately $20.5 million was outstanding at December 25, 2004), and a non-amortizing credit loan (formerly synthetic lease financing) totaling $26.6 million (all of which was outstanding at December 25, 2004).

     The Revolving Credit portion of the facility has a three-year term expiring in September 2006. On June 27, 2003, the Company purchased the entity holding title to the properties and debt under the synthetic lease and, accordingly, consolidated both the assets and debt related to such lease on its balance sheet at that date. In accordance with the Company’s credit facility agreement, the synthetic lease was converted to a three year, non-amortizing revolving credit loan, also expiring in September 2006.

     The loans bear interest at the prime rate or other LIBOR-based rate options tied to the Company’s financial performance. Interest only is payable monthly on the Revolving Credit facility and credit loan throughout the term. The Company must also pay a facility fee on the unused portion of the commitment.

     The credit facility is secured by most of the Company’s assets, with certain permissible exceptions.

     The Company has financed its office/warehouse facility via a 10 year mortgage with a current balance of $1.6 million, amortizable over 20 years, and a mortgage note payable of $.7 million due in a balloon payment in 2015. In addition, the Company has financed certain store properties and equipment with capital leases, which amount to $3.0 million and are due in installments through 2018.

     Certain of the Company’s long-term debt agreements require, among other things, the maintenance of specified interest and rent coverage ratios and amounts of tangible net worth. They also contain restrictions on cash dividend payments. At December 25, 2004, the Company is in compliance with the applicable debt covenants.

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     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. At December 2004, the Company was party to an interest rate swap agreement with a notional value of $1.6 million, which expires in October 2005.

Recent Accounting Pronouncements

     In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51”, which requires all variable interest entities (VIEs) to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interests in the variable interest entity. In addition, the Interpretation expands disclosure requirements for both VIEs that are consolidated as well as VIEs from which the entity is the holder of a significant amount of the beneficial interests, but not the majority. See Note 3 regarding the Company’s fiscal 2004 buyout of the properties under its synthetic lease arrangement.

     In December 2004, the FASB issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123(R)”). SFAS 123(R) will require companies to measure all employee stock-based compensation awards using a fair value method and record such expense in its consolidated financial statements over the related term of employee service. In addition, the adoption of SFAS 123(R) requires additional accounting and disclosure related to the income tax and cash flow effects resulting from share-based payment arrangements. SFAS 123(R) is effective as of the first interim or annual reporting period beginning after June 15, 2005. The Company is assessing the impact of SFAS 123(R) on its consolidated financial statements.

Item 4. Controls and Procedures

     Disclosure controls and procedures

     The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

     In conjunction with the close of each fiscal quarter, the Company conducts an update, a review and an evaluation of the effectiveness of the Company’s disclosure controls and procedures. It is the conclusion of the Company’s Chief Executive Officer and Chief Financial Officer, based upon an evaluation completed as of the end of the most recent fiscal quarter reported on herein, that the Company’s disclosure controls and procedures are sufficiently effective to ensure that any material information relating to the Company is recorded, processed, summarized and reported to its principal officers to allow timely decisions regarding required disclosures.

     Changes in internal controls

     There were no changes in the Company’s internal accounting processes and control procedures or other factors subsequent to the date of the evaluation referred to above that could significantly affect the Company’s disclosure controls.

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MONRO MUFFLER BRAKE, INC.

PART II — OTHER INFORMATION

Item 6. Exhibits

     a. Exhibits

10.86 -	Supply Agreement between Monro Muffler Brake, Inc. and Wagner Brake, a division of Federal-Mogul Corporation, dated November 2, 2004
31.1 -	Certification of Robert G. Gross pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 -	Certification of Catherine D’Amico pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 -	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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 3, 2005	By	/s/ Robert G. Gross
		Robert G. Gross
		President and Chief Executive Officer
DATE: February 3, 2005	By	/s/ Catherine D’Amico
		Catherine D’Amico
		Executive Vice President-Finance, Treasurer
		and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description	Page No.
10.86	Supply Agreement between Monro Muffler Brake, Inc. and Wagner Brake, a division of Federal-Mogul Corporation, dated November 2, 2004 ***		18
31.1	Certification of Robert G. Gross pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		27
31.2	Certification of Catherine D’Amico pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		28
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		29

     *** Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

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