8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report (Date of Earliest Event Reported):

May 22, 2007

MONRO MUFFLER BRAKE, INC.

(Exact name of registrant as specified in its charter)

New York	0-19357	16-0838627
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 Holleder Parkway, Rochester, New York	14615
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition

     On May 22, 2007, Monro Muffler Brake, Inc. (the “Company”) issued a press release announcing its operating results for the fourth quarter and year ended March 31, 2007. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 8.01  Voluntary Disclosure of Other Events

     On May 22, 2007 the Company announced that its Board of Directors (the “Board”) intends to declare a three-for-two stock split of the Company’s common stock to be effected in the form of a 50% stock dividend. The stock split is subject to shareholder approval of an increase in the number of authorized common shares from 20,000,000 to 45,000,000.

     In addtion, the Company announced the declaration by the Board of a cash dividend of $.09 per share payable on July 27, 2007 to shareholders of record on July 17, 2007. The Company also reported that it has repurchased 118,400 shares of its common stock pursuant to the stock repurchase program announced in January 2007.

     A copy of the press release is furnished herewith as Exhibit 99.2.

Item 9.01  Financial Statements and Exhibits

     (a) Not applicable.

     (b) Not applicable.

     (c) The following is a list of exhibits furnished with this Current Report on Form 8-K:

Exhibit No.	Description
99.1	Press Release regarding results of operations, dated May 22, 2007.
99.2	Press Release regarding stock split, quarterly cash dividend and shares repurchased by the Company, dated May 22, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MONRO MUFFLER BRAKE, INC. (Registrant)
May 24, 2007	By:	/s/ Catherine D’Amico
		Catherine D’Amico
		Executive Vice President - Finance

EX-99.1

Exhibit 99.1

CONTACT: Robert Gross
President and Chief Executive Officer
(585) 647-6400

Catherine D’Amico
EVP of Finance and Chief Financial Officer
(585) 647-6400

Leigh Parrish/Caren Barbara
FD
(212) 850-5600

FOR IMMEDIATE RELEASE

MONRO MUFFLER BRAKE, INC. ANNOUNCES FULL YEAR
FISCAL 2007 FINANCIAL RESULTS INCLUDING
RECORD FOURTH QUARTER

~ Fourth Quarter Comparable Store Sales Increase 7.3% ~
~ Fourth Quarter EPS Increase 33% to $.28 ~
~ Fiscal Year Sales Increase 13.2% ~
~ Company Reiterates Fiscal 2008 Estimates ~

     ROCHESTER, N.Y. — May 22, 2007 — Monro Muffler Brake, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced financial results for its full year ended March 31, 2007, including record fourth quarter results.

Fourth Quarter Results

     Sales for the fourth quarter of fiscal 2007 increased 22.0% to $107.7 million from $88.3 million in the fourth quarter of fiscal 2006. Comparable store sales (adjusted for days) increased 7.3%, exceeding the Company’s previously estimated range and favorably comparing to a decrease of .4% for the same period of the prior year. The comparable store sales increase for the quarter was a result of higher store traffic and sales increases in the alignment, tire, and maintenance services categories, which increased by approximately 33%, 18%, and 11%, respectively. The total sales increase for the quarter of $19.4 million included an increase in sales from new stores of $11.7 million, of which $9.9 million came from the former ProCare stores acquired in April 2006. For the quarter, comparable sales in the ProCare stores increased 2% over the prior year.

     Gross margin increased to 38.0% in the fourth quarter from 36.8% in the prior year quarter, largely due to the strong comparable store sales and four extra selling days in the quarter, as well as a shift in cooperative advertising credits from selling, general, and administrative (“SG&A”) expenses to cost of sales. SG&A expenses, as a percentage of sales, were 32.0% compared with 30.5% for the same period of the prior year. In addition to the shift in cooperative advertising credits, this increase was largely the result of slower than planned cost reductions in the ProCare business, as well as an unbudgeted additional workers compensation expense accrual of $1.2 million, both of which were previously disclosed by the Company.

     Operating income for the quarter amounted to $6.5 million, up 16.2% from $5.6 million in the prior year quarter, and benefiting largely from the growth in sales and gross margin. Net income for the quarter increased to a record $4.2 million compared to $3.2 million for the prior year period. Diluted earnings per share grew 33.3% to $.28 from $.21 in the fourth quarter of the prior fiscal year, exceeding the Company’s previously estimated range of $.25 to $.27.

     During the quarter, the Company opened three locations and closed four locations, ending fiscal 2007 with 698 stores.

     Robert G. Gross, President and Chief Executive Officer, commented, “We are pleased to have reported record results for the quarter and to have exceeded the high end of our most recent quarterly EPS estimate. Our results were driven by strong comparable store sales, particularly in the tire and maintenance service categories, which are strong drivers of store traffic, as well as in the higher margin alignment category. We are encouraged by this performance and have continued confidence in the ongoing health of our business and operations.”

Full Year Results

     Sales for the year increased 13.2% to a record $417.2 million from $368.7 million in fiscal 2006. The sales increase resulted from a 1.9% increase in comparable store sales, adjusted for the benefit of the 53-week fiscal year, and an increase in new store sales of $43.1 million, including $35.3 million from the former ProCare locations.

     Gross profit for the year increased 12.6% to $166.4 million from $147.8 million last year, and was relatively unchanged at 39.9% of sales. SG&A expenses, as a percentage of sales, amounted to 30.3% as compared to 29.3% in the prior year and were largely impacted by the fourth quarter factors previously mentioned.

     Operating income for fiscal 2007 increased slightly to $40.0 million from $39.8 million in the prior year. Net income declined 1.7% to $22.3 million compared to $22.7 million in the year-ago period. Diluted earnings per share for fiscal 2007 were $1.46, based on 15.3 million shares outstanding, compared to $1.51, based on 15.0 million shares outstanding, for the prior year. Diluted earnings per share for fiscal 2007 included a one-time impairment charge of $.11 recorded in the second quarter, related to the Company’s Strauss Discount Auto equity investment. Excluding this $.11 charge, diluted earnings per share for fiscal 2007 would have been $1.57.

Company Outlook

     Based on current visibility and business trends, the Company continues to anticipate fiscal 2008 diluted earnings per share to be in the range of $1.85 to $1.95, as previously announced on March 26, 2007. This estimate is based upon 15.4 million weighted average shares outstanding and excludes the impact of any potential acquisitions. It is based on an expected sales range of $435 million to $445 million and comparable store sales growth of 3% to 5% for the year. It also includes an expected $.10 diluted earnings per share contribution from the ProCare stores.

     For the first quarter of fiscal 2008, the Company currently anticipates a comparable store sales increase of 4% to 6% and diluted earnings per share to be between $.54 and $.57, compared to $.50 in fiscal 2007, which included a one-time income tax benefit of $.03 per share.

     Mr. Gross concluded, “We expect solid results for the first quarter and full year of fiscal 2008 and are encouraged by the positive business trends that we are currently experiencing. It is this confidence that affords us the flexibility to raise our cash dividend, buy back our stock and request approval from our shareholders to increase the Company’s authorized shares for the purpose of completing a 3-for-2 stock dividend as we announced separately today. Further, our strong balance sheet enables us to pursue these actions to increase shareholder value, while continuing to execute our growth strategy based on reasonably priced, value-added acquisitions. To that end, we expect to announce one or two small transactions in the first quarter of fiscal 2008. We are optimistic about these prospects and are excited about the potential contributions of future acquisitions.”

Conference Call Information

     The conference call will be broadcast live on Tuesday, May 22, 2007 at 11:00 a.m. Eastern Time and will be available via the Company’s website www.monro.com. An archive of the webcast will be available at this web site an hour after the live call through midnight June 6, 2007.

About Monro Muffler Brake

     Monro Muffler Brake operates a chain of stores providing automotive undercar repair and tire services in the United States, operating under the brand names of Monro Muffler Brake and Service, Mr. Tire and Tread Quarters Discount Tires. The Company currently operates 695 stores and has 14 dealer locations in New York, Pennsylvania, Ohio, Connecticut, Massachusetts, West Virginia, Virginia, Maryland, Vermont, New Hampshire, New Jersey, North Carolina, South Carolina, Indiana, Rhode Island, Delaware, Maine and Michigan. Monro’s stores provide a full range of services for exhaust systems, brake systems, steering and suspension systems, tires and many vehicle maintenance services.

     The statements contained in this press release that are not historical facts 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 elsewhere herein and in the Company’s Securities and Exchange Commission filings, including the report on Form 10-K for the fiscal year ended March 2006.

MONRO MUFFLER BRAKE, INC.
Financial Highlights
(Unaudited)
(Dollars in thousands)

	Quarter Ended Fiscal March
	2007			2006			% Change
Sales	$	107,708		$	88,273			22.0	%
Cost of sales, including distribution and occupancy costs		66,777			55,796			19.7
Gross profit		40,931			32,477			26.0
Operating, selling, general and administrative expenses		34,437			26,888			28.1
Operating income		6,494			5,589			16.2
Interest expense, net		1,200			941			27.5
Other (income) expense, net		(1,238	)		(834	)		48.3
Income before provision for income taxes		6,532			5,482			19.1
Provision for income taxes		2,285			2,237			2.1
Net income	$	4,247		$	3,245			30.9
Diluted earnings per share	$	0.28		$	0.21			33.3	%
Weighted average number of diluted shares outstanding		15,328			15,135
Number of stores open (at end of quarter)		698			625

- more -

MONRO MUFFLER BRAKE, INC.
Financial Highlights
(Unaudited)
(Dollars in thousands, except per share amounts)

	Year Ended Fiscal March
	2007		2006			% Change
Sales	$	417,226	$	368,727			13.2	%
Cost of sales, including distribution and occupancy costs		250,803		220,915			13.5
Gross profit		166,423		147,812			12.6
Operating, selling, general and administrative expenses		126,440		108,030			17.0
Operating income		39,983		39,782			.5
Interest expense, net		4,564		3,478			31.2
Other expense (income), net		734		(502	)
Income before provision for income taxes		34,685		36,806			(5.8	)
Provision for income taxes		12,414		14,140			(12.2	)
Net income	$	22,271	$	22,666			(1.7	)
Diluted earnings per share	$	1.46	$	1.51			(3.3	%)
Weighted average number of diluted shares outstanding		15,252		15,022

- more -

MONRO MUFFLER BRAKE, INC.
Financial Highlights
(Unaudited)
(Dollars in thousands)

	March 31,		March 25,
	2007		2006
Current assets
Cash	$	965	$	3,780
Inventories		62,398		60,378
Other current assets		25,594		20,950
Total current assets		88,957		85,108
Property, plant and equipment, net		184,249		163,625
Other noncurrent assets		66,939		54,662
Total assets	$	340,145	$	303,395
Liabilities and Shareholders’ Equity
Current liabilities	$	60,009	$	53,716
Long-term debt		52,525		46,327
Other long term liabilities		11,639		10,362
Total liabilities		124,173		110,405
Total shareholders’ equity		215,972		192,990
Total liabilities and shareholders’ equity	$	340,145	$	303,395

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EX-99.2

Exhibit 99.2

CONTACT: Robert Gross
President and Chief Executive Officer
(585) 647-6400

Catherine D’Amico
EVP of Finance and Chief Financial Officer
(585) 647-6400

Investor Relations:
Leigh Parrish/Caren Barbara
FD
(212) 850-5600

FOR IMMEDIATE RELEASE

MONRO MUFFLER BRAKE, INC. ANNOUNCES INTENDED THREE-FOR-TWO STOCK
SPLIT AND QUARTERLY DIVIDEND INCREASE OF 29%

     ROCHESTER, N.Y. — May 22, 2007 — Monro Muffler Brake, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced that its Board of Directors intends to declare a three-for-two stock split of the Company’s common stock to be effected in the form of a 50% stock dividend. The stock split is subject to shareholder approval of an increase in the number of authorized common shares from 20,000,000 to 45,000,000. The shareholder vote to increase the number of shares of authorized common stock will take place on August 7, 2007 at Monro’s regularly scheduled Annual Shareholders’ Meeting. Assuming shareholder approval of the increase in authorized common shares, the Board of Directors intends to declare the stock dividend immediately thereafter. Monro shareholders will then receive one additional common share for every two shares when the split is effectuated in September 2007.

     Separately, the Board of Directors has approved a 29% increase in the Company’s quarterly dividend to $.09 per share. The increased dividend rate will be effective commencing with the regular quarterly dividend payable on July 27, 2007 to shareholders of record as of July 17, 2007.

     “We are pleased that we are able to be strategic and flexible with our capital so that we may continue to maximize value for our shareholders,” said Robert G. Gross, President and Chief Executive Officer. “While we remain keenly focused on seeking and assessing attractively priced acquisition

targets and organic growth opportunities, we evaluate our capital management options with the best interest of our shareholders in mind and, to that end, have increased our dividend by 29%.”

     In addition, the Company announced the repurchase of 118,400 shares of its common stock, for approximately $4.1 million, at the weighted average price of $34.78, during the period of March 5, 2007 through May 18, 2007. The repurchases were made under the program authorized by the Board of Directors in January 2007 which allows the Company to purchase up to $30 million of its common stock within a term of 12 months.

About Monro Muffler Brake

     Monro Muffler Brake operates a chain of stores providing automotive undercar repair and tire services in the United States, operating under the brand names of Monro Muffler Brake and Service, Mr. Tire, and Tread Quarters Discount Tires. The Company currently operates 695 stores and has 14 dealer locations in New York, Pennsylvania, Ohio, Connecticut, Massachusetts, West Virginia, Virginia, Maryland, Vermont, New Hampshire, New Jersey, North Carolina, South Carolina, Indiana, Rhode Island, Delaware and Maine. Monro’s stores provide a full range of services for exhaust systems, brake systems, steering and suspension systems, tires and many vehicle maintenance services.

     The statements contained in this press release that are not historical facts 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 elsewhere herein and in the Company’s Securities and Exchange Commission filings, including the report on Form 10-K for the fiscal year ended March 2006.

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