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 September 24, 2005.

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 o

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

Yes þ                      No o

Indicate by check mark whether the registrant is a Shell Company (as defined in Rule 12b-2 of the Exchange Act).

Yes o                      No þ

As of October 21, 2005, 13,886,301 shares of the Registrant’s Common Stock, par value $.01 per share, were outstanding.

1

MONRO MUFFLER BRAKE, INC.

INDEX

	Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheet at September 24, 2005 and March 26, 2005		3
Consolidated Statement of Income for the quarters and six months ended September 24, 2005 and September 25, 2004		4
Consolidated Statement of Changes in Shareholders’ Equity for the six months ended September 24, 2005		5
Consolidated Statement of Cash Flows for the six months ended September 24, 2005 and September 25, 2004		6
Notes to Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 4. Controls and Procedures		17
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders		18
Item 6. Exhibits		19
Signatures		20
Exhibit Index		21
EX-10.1 Amendment to the 1998 Employee Stock Option Plan
EX-10.2 Amendment to the 2003 Non-Employee Directors SOP
EX-31.1 302 Certification to CEO
EX-31.2 302 Certification for CFO
EX-32.1 906 Certification for CEO and CFO

2

Item 1. Financial Statements

MONRO MUFFLER BRAKE, INC.
CONSOLIDATED BALANCE SHEET

	(Unaudited)
	September 24,			March 26,
	2005			2005
	(Dollars in thousands)
Assets
Current assets:
Cash and equivalents	$	3,765		$	888
Trade receivables		2,425			2,162
Inventories		62,420			59,753
Deferred income tax asset		1,028			798
Other current assets		14,741			13,918
Total current assets		84,379			77,519
Property, plant and equipment		285,000			279,561
Less — Accumulated depreciation and amortization		(121,655	)		(115,252	)
Net property, plant and equipment		163,345			164,309
Goodwill		37,781			37,218
Intangible assets and other noncurrent assets		5,786			5,939
Total assets	$	291,291		$	284,985
Liabilities and Shareholders’ Equity
Current liabilities:
Current portion of long-term debt	$	1,927		$	1,928
Trade payables		23,372			23,791
Federal and state income taxes payable		3,334			682
Accrued payroll, payroll taxes and other payroll benefits		8,510			8,736
Accrued insurance		4,468			4,622
Other current liabilities		10,681			10,602
Total current liabilities		52,292			50,361
Long-term debt		43,490			55,438
Accrued rent expense		7,546			7,829
Other long-term liabilities		2,948			3,332
Deferred income tax liability		305			536
Total liabilities		106,581			117,496
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; 13,885,282 and 13,702,455 shares issued and outstanding at September 24, 2005 and March 26, 2005, respectively		139			137
Treasury Stock, 325,200 shares, at cost		(1,831	)		(1,831	)
Additional paid-in capital		55,055			52,484
Accumulated other comprehensive income		(2	)		(17	)
Retained earnings		131,252			116,619
Total shareholders’ equity		184,710			167,489
Total liabilities and shareholders’ equity	$	291,291		$	284,985

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

3

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

	Quarter Ended					Six Months Ended
	Fiscal September					Fiscal September
	2005			2004		2005		2004
				Restated				Restated
	(Dollars in thousands, except per share data)
Sales	$	95,641		$	88,421	$	190,266	$	175,768
Cost of sales, including distribution and occupancy costs		55,897			51,545		109,819		101,867
Gross profit		39,744			36,876		80,447		73,901
Operating, selling, general and administrative expenses		26,777			25,571		53,678		50,854
Operating income		12,967			11,305		26,769		23,047
Interest expense, net of interest income for the quarter of $8 in 2005 and $11 in 2004, and year-to-date of $16 in 2005 and $22 in 2004		810			588		1,692		1,174
Other (income) expense, net		(122	)		171		303		291
Income before provision for income taxes		12,279			10,546		24,774		21,582
Provision for income taxes		4,666			4,008		9,414		8,202
Net income	$	7,613		$	6,538	$	15,360	$	13,380
Earnings per share:
Basic	$	.56		$	.50	$	1.14	$	1.02
Diluted	$	.51		$	.45	$	1.03	$	.92

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 26, 2005		$	97	$	137	$	(1,831	)	$	52,484	$	(17	)	$	116,619		$	167,489
Net income															15,360			15,360
Other comprehensive income:
SFAS No. 133 adjustment for the six months ended September 24, 2005												15						15
Total comprehensive income																		15,375
Cash dividends:	Preferred at $.05 per share														(34	)		(34	)
	Common at $.05 per share														(693	)		(693	)
Exercise of stock options					1					1,232								1,233
Exercise of warrants					1					1,339								1,340
Balance at September 24, 2005		$	97	$	139	$	(1,831	)	$	55,055	$	(2	)	$	131,252		$	184,710

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

5

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

	Quarter Ended Fiscal
	September
	2005			2004
				Restated
	(Dollars in thousands)
	Increase (Decrease) in Cash
Cash flows from operating activities:
Net income	$	15,360		$	13,380
Adjustments to reconcile net income to net cash provided by operating activities —
Depreciation and amortization		8,809			7,689
Net change in deferred income taxes		(470	)		1,586
(Gain) loss on disposal of property, plant and equipment		(71	)		238
Increase in trade receivables		(263	)		(332	)
Increase in inventories		(2,733	)		(2,585	)
Increase in other current assets		(678	)		(1,678	)
Increase in intangible assets and other noncurrent assets		(237	)		(699	)
(Decrease) increase in trade payables		(419	)		4,906
Decrease in accrued expenses		(343	)		(405	)
Increase in federal and state income taxes payable		2,652			2,031
(Decrease) increase in other long-term liabilities		(561	)		367
Total adjustments		5,686			11,118
Net cash provided by operating activities		21,046			24,498
Cash flows from investing activities:
Capital expenditures		(8,087	)		(8,944	)
Proceeds from the disposal of property, plant and equipment		1,267			770
Net cash used for investing activities		(6,820	)		(8,174	)
Cash flows from financing activities:
Proceeds from borrowings		105,392			71,033
Principal payments on long-term debt and capital lease obligations		(118,587	)		(87,046	)
Exercise of stock options		1,233			1,142
Exercise of warrants		1,340
Dividends to shareholders		(727	)
Net cash used for financing activities		(11,349	)		(14,871	)
Increase in cash		2,877			1,453
Cash at beginning of period		888			1,533
Cash at end of period	$	3,765		$	2,986

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 September 24, 2005, the consolidated statements of income for the quarters and six months ended September 24, 2005 and September 25, 2004, the consolidated statements of cash flows for the six months ended September 24, 2005 and September 25, 2004 and the consolidated statement of changes in shareholders’ equity for the six months ended September 24, 2005, 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 state 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 26, 2005. 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 September 2005”:	June 26, 2005 — September 24, 2005 (13 weeks)
“Quarter Ended Fiscal September 2004”:	June 27, 2004 — September 25, 2004 (13 weeks)
“Six Months Ended Fiscal September 2005”:	March 27, 2005 — September 24, 2005 (26 weeks)
“Six Months Ended Fiscal September 2004”:	March 28, 2004 — September 25, 2004 (26 weeks)

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

RESTATEMENT

     During the fourth quarter of fiscal 2005, the Company conducted a review of its lease accounting practices. As a result of the review, the Company revised its lease accounting policies to comply with generally accepted accounting principles.

     Historically, the Company followed a practice in which it computed straight-line rent expense for the current term of the lease only, while depreciating buildings and leasehold improvements over longer periods. The Company has revised its lease accounting policies to recognize rent expense including rent escalations, on a straight-line basis over the reasonably assured lease term, as defined in Statement of Financial Accounting Standards No. 98 (“SFAS 98”), “Accounting for Leases”. Additionally, the Company modified its accounting to depreciate buildings and leasehold improvements over the shorter of their estimated useful lives or the reasonably assured lease term.

     The effects of the restatement on previously reported Consolidated Financial Statements as of September 25, 2004 are summarized below.

7

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Quarter Ended				Six Months Ended
	Fiscal September 2004				Fiscal September 2004
	(Unaudited)				(Unaudited)
	As				As
	Previously		As		Previously			As
	Reported		Restated		Reported			Restated
	(Dollars in thousands, except
	per share amounts)
Financial statement caption
CONSOLIDATED STATEMENT OF INCOME
Cost of sales, including distribution and occupancy costs	$	51,307	$	51,545	$	101,390		$	101,867
Gross profit		37,114		36,876		74,378			73,901
Operating income		11,543		11,305		23,524			23,047
Other expense		195		171		340			291
Income before provision for income taxes		10,760		10,546		22,010			21,582
Provision for income taxes		4,089		4,008		8,364			8,202
Net income		6,671		6,538		13,646			13,380
Earnings per share — basic	$	.51	$	.50	$	1.05		$	1.02
Earnings per share — diluted	$	.46	$	.45	$	.94		$	.92
CONSOLIDATED STATEMENT OF CASH FLOWS
Net income						13,646			13,380
Depreciation and amortization						7,273			7,689
Net change in deferred income taxes						1,748			1,586
Loss on disposal of property, plant and equipment						288			238
Decrease in accrued expenses						(467	)		(405	)
Total adjustments						10,852			11,118

     The restatement resulted in a decrease to other expense as a result of changes in the gain or loss on disposal of assets for which depreciation expense was restated.

Note 2 — Acquisitions

     Effective October 17, 2004, the Company acquired five retail tire and automotive repair stores located in and around Frederick, Maryland from Donald B. Rice Tire Co., Inc. (the “Rice Tire Acquisition”). On March 6, 2005, the Company acquired 10 retail tire and automotive repair stores located in southern Maryland from Henderson Holdings, Inc. (the “Henderson Acquisition”). This group of 15 stores produces approximately $19 million in sales annually. The Company operates 14 of these retail locations under the Mr. Tire brand name and one under the Tread Quarters brand name. The Company purchased all of the operating assets of these stores, including fixed assets and certain inventory, and assumed certain liabilities, including obligations pursuant to the real property leases for certain of the retail store locations. The total purchase price of these stores was approximately $11.6 million, which was funded through $5.1 million in cash, the assumption of liabilities and the issuance of 240,206 shares of the Company’s common stock, which was valued at $6.5 million. In addition, the Company recorded buildings and capital lease obligations in the amount of approximately $7 million in connection with new leases with the seller of Henderson Holdings for eight of the properties acquired and one of the properties acquired in the Rice Acquisition. The purchase price and the related accounting for these acquisitions is subject to adjustments to reflect final counts of inventory and fixed assets and the completion of the Company’s purchase accounting procedures, including finalizing the valuation of certain tangible and intangible assets. The Company expects to complete this for the Henderson Acquisition by the fourth quarter of fiscal 2006. The result of operations of these stores is included in the Company’s income statement from their respective dates of acquisition.

8

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 — 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 $1.5 million at September 24, 2005. This swap matures in October 2005. This swap contract requires the Company to pay a fixed-rate of interest of 7.15% and receive variable rates of interest based on the 30-day LIBOR rate.

     At September 24, 2005, 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 4 — Earnings Per Share

     Basic earnings per common share (EPS) amounts are computed by dividing earnings after the deduction of preferred stock dividends by the average number of common shares outstanding. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive equivalents outstanding.

     The following is a reconciliation of basic and diluted EPS for the respective periods:

	Quarter Ended					Six Months Ended
	Fiscal September					Fiscal September
	2005			2004		2005			2004
				Restated					Restated
	(Dollars in thousands, except per share data)
Numerator for earnings per common share calculation:
Net Income	$	7,613		$	6,538	$	15,360		$	13,380
Less: Preferred stock dividends		(34	)		—		(34	)		—
Income available to common stockholders	$	7,579		$	6,538	$	15,326		$	13,380
Denominator for earnings per common share calculation:
Weighted average common shares, basic		13,523			13,103		13,459			13,055
Effect of dilutive securities:
Preferred Stock		675			675		675			675
Stock options and warrants		788			737		792			788
Weighted average number of common shares, diluted		14,986			14,515		14,926			14,518
Basic Earnings per common share:	$	.56		$	.50	$	1.14		$	1.02
Diluted Earnings per common share:	$	.51		$	.45	$	1.03		$	.92

     The computation of diluted EPS excludes the effect of the assumed exercise of approximately 300 and 36,000 stock options, respectively, for the three and six months ended fiscal September 2005 and 139,000 and 60,000, respectively, for the three and six months ended fiscal September 2004. In addition, 100,000 warrants were excluded for the six months ended fiscal September 2004. Such amounts were excluded as the exercise prices of these options and warrants were greater than the average market value of the Company’s common stock for those periods, resulting in an anti-dilutive effect on diluted EPS.

9

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5 — 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, as amended by SFAS 148, “Accounting for Stock-Based Compensation-Transition and Disclosure an Amendment of FASB Statement No. 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						Six Months Ended
	Fiscal September						Fiscal September
	2005			2004			2005			2004
				Restated						Restated
	(Dollars in thousands, except per share data)
Net income, as reported	$	7,613		$	6,538		$	15,360		$	13,380
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 effect		(41	)		(418	)		(981	)		(633	)
Pro forma net income	$	7,572		$	6,120		$	14,379		$	12,747
Earnings per share:
Basic — as reported	$	.56		$	.50		$	1.14		$	1.02
Basic — pro forma	$	.56		$	.47		$	1.07		$	.98
Diluted — as reported	$	.51		$	.45		$	1.03		$	.92
Diluted — pro forma	$	.51		$	.42		$	.96		$	.88

     The weighted average fair value of options granted was $6.06 and $5.15, respectively, for the three and six months ended fiscal September 2005, and $10.61 and $11.07, respectively, for the three and six months ended fiscal September 2004. The fair values of the options granted were estimated on the date of their grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

10

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Quarter Ended						Six Months Ended
	Fiscal September						Fiscal September
	2005			2004			2005			2004
Risk free interest rate		4.39	%		4.32	%		4.14	%		4.53	%
Expected life	5 years			9 years			6 years			9 years
Expected volatility		28.3	%		28.8	%		28.4	%		28.9	%
Expected dividend yield		3.64	%		0	%		4.51	%		0	%

Forfeitures are recognized as they occur.

Note 6 — Supplemental Disclosure of Cash Flow Information

     The following transactions represent non-cash investing and financing activities during the periods indicated:

SIX MONTHS ENDED SEPTEMBER 24, 2005:

     In connection with the disposal of assets, the Company reduced both fixed assets and long-term liabilities by $67,000.

     In connection with the recording of capital leases, the Company increased fixed assets by $763,000, goodwill by $525,000 and long-term debt by $1,288,000.

     In connection with recording the value of the Company’s interest rate swap contracts, other comprehensive income increased by $15,000, other long-term liabilities decreased by $24,000 and the deferred income tax liability was increased by $9,000.

SIX MONTHS ENDED SEPTEMBER 25, 2004:

     In connection with the sale or disposal of assets, the Company reduced fixed assets by $164,000 and decreased other current liabilities by $164,000.

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

     In connection with recording the value of the Company’s swap contracts, other comprehensive income increased by $15,000, other long-term liabilities decreased by $24,000 and the deferred income tax liability was increased by $9,000.

     During the six months ended September 2004, the Company recorded purchase accounting adjustments for the Mr. Tire acquisition that increased goodwill by $435,000, comprised primarily of adjustments to deferred income tax assets, inventory, property, plant and equipment and other current liabilities.

CASH PAID DURING THE PERIOD:

	Six Months Ended Fiscal September
	2005		2004
Interest, net	$	1,677,000	$	1,049,000
Income taxes, net	$	7,233,000	$	5,446,000

Note 7 — Cash Dividend

     In October 2005, the Company’s Board of Directors declared a regular quarterly cash dividend of $.05 per share to be paid to shareholders of record on October 21, 2005. The dividend will be paid on October 31, 2005. However, the declaration of and any

11

MONRO MUFFLER BRAKE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

determination as to the payment of future dividends will be at the discretion of the Board of Directors and will depend on the Company’s financial condition, results of operations, capital requirements, compliance with charter and contractual restrictions, and such other factors as the Board of Directors deems relevant.

Note 8 — Credit Facility Agreement

     In July 2005, the Company entered into a new five-year, $125 million Revolving Credit Facility agreement (the “Credit Facility”) with five banks in the lending syndicate that provided the Company’s prior financing arrangement. Interest only is payable monthly throughout the Credit Facility’s term. The Credit Facility increases the Company’s current borrowing capacity by $15 million and includes a provision allowing the Company to expand the amount of the overall facility to $160 million, subject to existing or new lender(s) commitments at that time. The terms of the Credit Facility immediately reduce the spread the Company pays on LIBOR-based borrowings by 50 basis points and permit the payment of cash dividends not to exceed 25% of the preceding year’s net income. Additionally, the new Credit Facility is not secured by the Company’s real property, although the Company has entered into an agreement not to encumber its real property, with certain permissible exceptions. Other terms of the Credit Facility are generally consistent with the Company’s prior financing agreement.

Note 9 — Subsequent Events

     On November 1, 2005, the Company acquired a 13 percent stake in R&S Parts and Service, Inc., a privately owned automotive aftermarket parts and service chain, for $2,000,000, from GDJ Retail LLC. As part of the transaction, the Company also lent R&S $5,000,000 under a secured debt agreement that has a five-year term and an 8 percent interest rate. Additionally, the Company will receive $60,000 per month in consulting fees.

     The Company also has the option to purchase an additional 20 percent stake in R&S on or before March 31, 2006 for $3,000,000. If the Company decides to make this investment, it will have the opportunity to buy the remaining 67 percent of R&S for $9,000,000 cash and $1,000,000 of Monro stock anytime prior to April 1, 2007.

12

Item 2. 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.

     During the fourth quarter of fiscal 2005, the Company conducted a review of its lease accounting practices. As a result of the review, the Company revised its lease accounting policies to comply with generally accepted accounting principles.

     Historically, the Company followed a practice in which it computed straight-line rent expense for the current term of the lease only, while depreciating buildings and leasehold improvements over longer periods. The Company has revised its lease accounting policies to recognize rent expense including rent escalations, on a straight-line basis over the reasonably assured lease term, as defined in Statement of Financial Accounting Standards No. 98 (“SFAS 98”), “Accounting for Leases”. Additionally, the Company modified its accounting to depreciate buildings and leasehold improvements over the shorter of their estimated useful lives or the reasonably assured lease term.

     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						Six Months Ended
	Fiscal September						Fiscal September
	2005			2004			2005			2004
				Restated						Restated
Sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales, including distribution and occupancy costs		58.4			58.3			57.7			58.0
Gross profit		41.6			41.7			42.3			42.0
Operating, selling, general and administrative expenses		28.0			28.9			28.2			28.9
Operating income		13.6			12.8			14.1			13.1
Interest expense — net		.8			.7			.9			.7
Other (income) expense — net		(.1	)		.2			.2			.1
Income before provision for income taxes		12.9			11.9			13.0			12.3
Provision for income taxes		4.9			4.5			4.9			4.7
Net income		8.0	%		7.4	%		8.1	%		7.6	%

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Second Quarter and Six Months Ended September 24, 2005 Compared To Second Quarter and Six Months Ended September 25, 2004

     Sales were $95.6 million for the quarter ended September 24, 2005 as compared with $88.4 million in the quarter ended September 25, 2004. The increase of $7.2 million, or 8.2% in sales was due to an increase of $7.9 million related to new stores and a comparable store sales increase of .9%. Partially offsetting this was a decrease in sales related to closed stores amounting to $1.4 million.

     At September 24, 2005, the Company had 625 company-operated stores compared with 599 stores at September 25, 2004. During the quarter ended September 24, 2005, the Company added three stores and closed three.

     There were 76 selling days in the quarter ended September 24, 2005 as compared to 77 selling days in the quarter ended September 25, 2004.

     Sales for the six months ended September 24, 2005 were $190.3 million compared with $175.8 million for the comparable period in the prior year. The sales increase of $14.5 million is due to an increase of $14.8 million related to new stores and a comparable store sales increase of 1.3%. Partially offsetting this was a decrease in sales related to closed stores amounting to $2.7 million.

     Gross profit for the quarter ended September 24, 2005 was $39.7 million or 41.6% of sales as compared with $36.9 million or 41.7% of sales for the quarter ended September 25, 2004. Gross profit was relatively flat for the quarter in spite of increases in the cost of tires and oil, and a shift in mix to the lower margin service categories of maintenance and tires. A combination of selling price increases, some lower product costs as a result of new vendor agreements and the recognition of vendor rebates against cost of goods in concert with inventory turns, all helped to substantially offset the aforementioned pressures on margin.

     Gross profit for the six months ended September 24, 2005 was $80.4 million, or 42.3% of sales, compared with $73.9 million or 42.0% of sales for the six months ended September 25, 2004.

     Operating, selling, general and administrative (“SG&A”) expenses for the quarter ended September 24, 2005 increased by $1.2 million to $26.8 million from the quarter ended September 25, 2004, and were 28.0% of sales as compared to 28.9% in the prior year quarter. The decrease in SG&A expense as a percentage of sales is partially due to fixed cost leverage, as well as a decrease in Sarbanes-Oxley compliance costs, health insurance expense (largely due to increased employee contributions), and management bonus costs.

     For the six months ended September 24, 2005, SG&A expenses increased by $2.8 million to $53.7 million from the comparable period of the prior year and were 28.2% of sales compared to 28.9%.

     Operating income for the quarter ended September 24, 2005 of approximately $13.0 million increased 14.7% as compared to operating income for the quarter ended September 25, 2004, and increased as a percentage of sales from 12.8% to 13.6% for the same periods.

     Net interest expense for the quarter ended September 24, 2005 increased by approximately $.2 million as compared to the same period in the prior year, and increased from .7% to .8% as a percentage of sales for the same periods. There was an increase in the weighted average interest rate for the current year quarter of approximately 260 basis points as compared to the prior year, due to increases in prime and LIBOR interest rates, as well as some new capital leases that carry higher rates than the Company’s bank facility. Partially offsetting this was a decrease in the weighted average debt outstanding for the quarter ended September 24, 2005 of approximately $7.8 million. Net interest expense for the six months ended September 24, 2005 increased by $.5 million to $1.7 million and increased from the prior year as a percentage of sales by .2%.

     The effective tax rate for the quarters and six months ended September 24, 2005 and September 25, 2004 was 38% of pre-tax income.

     Net income for the quarter ended September 24, 2005 of $7.6 million increased 16.4% from net income for the quarter ended September 25, 2004. Earnings per share on a diluted basis for the quarter ended September 24, 2005 increased 13.3%.

     For the six months ended September 24, 2005, net income of $15.4 million increased 14.8% and diluted earnings per share increased 12.0%.

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     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 state 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 2006 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 six months ended September 24, 2005, the Company spent $8.1 million principally for equipment and leasehold improvements. 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 consisted of an $83.4 million Revolving Credit facility and a non-amortizing credit loan totaling $26.6 million.

     The Revolving Credit portion of the prior facility had 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 prior credit facility agreement, the synthetic lease was converted to a three-year, non-amortizing revolving credit loan, also expiring in September 2006.

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

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

     In July 2005, the Company amended its existing credit facility terms by entering into a five-year, $125 million Revolving Credit Facility agreement (the “Credit Facility”) (of which approximately $33.1 million was outstanding at September 24, 2005) with five banks in the lending syndicate that provided the Company’s prior financing arrangement. Interest only is payable monthly throughout the Credit Facility’s term. The Credit Facility increases the Company’s current borrowing capacity by $15 million to $125 million and includes a provision allowing the Company to expand the amount of the overall facility to $160 million, subject to existing or new lender(s) commitments at that time. The terms of the Credit Facility immediately reduce the spread the Company pays on LIBOR-based borrowings by 50 basis points and permit the payment of cash dividends not to exceed 25% of the preceding year’s net income. Additionally, the amended Credit Facility is not secured by the Company’s real property, although the Company has entered into an agreement not to encumber its real property, with certain permissible exceptions. Other terms of the Credit Facility are generally consistent with the Company’s prior financing agreement.

     The Company has financed its office/warehouse facility via a 10 year mortgage with a current balance of $1.5 million, amortizable over 20 years, and a mortgage note payable of $.7 million due in a balloon payment in 2015. The mortgage was repaid in full in October 2005. In addition, the Company has financed certain store properties and equipment with capital leases, which amount to $10.1 million and are due in installments through 2023.

     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 net worth. They also contain restrictions on cash dividend payments as described above. At September 24, 2005, the Company is in compliance with the applicable debt covenants.

     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 offsetting adjustment to interest expense. At September 2005, the Company was party to an interest rate swap agreement with a notional value of $1.5 million, which expires in October 2005.

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Recent Accounting Pronouncements

     In June 2005, the FASB issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). SFAS 154 requires retrospective application to prior period financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. SFAS 154 further requires a change in depreciation, amortization or depletion method for long-lived, non-financial assets to be accounted for as a change in accounting estimate effected by a change in accounting principle. SFAS 154 is effective for fiscal years beginning after December 15, 2005. The Company does not believe the adoption of SFAS 154 will have a material impact on its financial statements.

     In June 2005, the FASB ratified Emerging Issues Task Force (EITF) consensus on Issue No. 05-6, “Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination” (“EITF 05-6”). EITF 05-6 provides guidance regarding the amortization period for leasehold improvements acquired in a business combination and the amortization period of leasehold improvements that are placed in service significantly after and not contemplated at the beginning of the lease term. EITF 05-6 became effective during the Company’s second quarter of fiscal 2006. The adoption of EITF 05-6 did not have a material impact on the Company’s financial statements.

     In December 2004, the FASB issued Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (“SFAS 123R”), which requires that the cost of all employee stock options, as well as other equity-based compensation arrangements, be reflected in the financial statements based on the estimated fair value of the awards on the grant date (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award or the requisite service period (usually the vesting period). SFAS 123R is effective for public entities as of the beginning of the first annual reporting period that begins after June 15, 2005 (the Company’s fiscal year 2007). The Company discloses the pro forma impact of expensing stock options in accordance with SFAS 123, as originally issued, in Note 5 to the consolidated financial statements and is still assessing the impact that SFAS 123R will have on its financial statements.

     In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151 (“SFAS 151”), “Inventory Costs”, which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) by requiring these items to be recognized as current-period charges. SFAS 151 is effective for inventory costs incurred during fiscal years beginning after June 15, 2005, with earlier application permitted. The Company does not believe the adoption of SFAS 151 will have a material impact on its financial statements.

     In December 2004, the FASB issued Statement of Financial Accounting Standards No. 153 (“SFAS 153”), “Exchanges of Nonmonetary Assets”, an amendment of APB Opinion No. 29. This Statement addresses the measurement of exchanges of nonmonetary assets. It eliminates the exception from fair value measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB 29 and replaces it with an exception for exchanges that do not have commercial substance. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not believe the adoption of SFAS 153 will have a material impact on its financial statements.

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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 reports that the Company files or submits pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s (SEC) 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 conjunction with the close of each fiscal quarter and under the supervision of the Chief Executive Officer and Chief Financial Officer, 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 were effective.

     Changes in internal controls

     There were no changes in the Company’s internal control over financial reporting during the quarter ended September 24, 2005 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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MONRO MUFFLER BRAKE, INC.
PART II — OTHER INFORMATION

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

     The 2005 Annual Meeting of Shareholders of the Company (the “2005 Meeting”) was held on August 9, 2005. At the 2005 Meeting, the Company’s common shareholders elected the Company’s nominees Frederick M. Danziger, Robert G. Gross, Peter J. Solomon and Francis R. Strawbridge to Class 2 of the Board of Directors, to serve until the election and qualification of their respective successors at the 2007 Annual Meeting of Shareholders. Such nominees for director received the following votes:

Name	Votes For		Votes Withheld
Frederick M. Danziger		10,914,552		911,643
Robert G. Gross		9,680,603		2,145,592
Peter J. Solomon		8,518,907		3,307,288
Francis R. Strawbridge		11,017,132		809,063

     In addition, Richard A. Berenson, Donald Glickman, Robert E. Mellor and Lionel B. Spiro will continue as Class 1 directors until the election and qualification of their respective successors at the 2006 Annual Meeting of Shareholders.

     Also approved by the following votes were:

(I.)	a proposal to ratify the amendment to the 1998 Employee Stock Option Plan (7,509,709 shares in favor, 2,649,757 shares against and 4,026 shares abstaining).
(II.)	a proposal to ratify the amendment to the 2003 Non-Employee Directors’ Stock Option Plan (8,930,688 shares in favor, 1,229,228 shares against and 3,576 shares abstaining).
(III.)	a proposal to ratify the reevaluation of the selection of independent public accountants (11,688,878 share in favor, 135,010 shares against and 2,307 shares abstaining).

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MONRO MUFFLER BRAKE, INC.
PART II — OTHER INFORMATION

Item 6. Exhibits

a. Exhibits

10.1	—	Amendment dated as of August 9, 2005, to the 1998 Employee Stock Option Plan
10.2	—	Amendment dated as of August 9, 2005, to the 2003 Non-Employee Directors’ Stock Option Plan
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: November 3, 2005	By:	/s/ Robert G. Gross
		Robert G. Gross
		President and Chief Executive Officer

DATE: November 3, 2005	By:	/s/ Catherine D’Amico
		Catherine D’Amico
		Executive Vice President—Finance, Treasurer and Chief Financial Officer

20

EXHIBIT INDEX

Exhibit No.	Description	Page No.
10.1	Amendment dated as of August 9, 2005, to the 1998 Employee Stock Option Plan		22
10.2	Amendment dated as of August 9, 2005 to the 2003 Non-Employee Directors’ Stock Option Plan		23
31.1	Certification of Robert G. Gross pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		24
31.2	Certification of Catherine D’Amico pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		25
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		26

21