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):

July 26, 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):

oWritten 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 July 26, 2007, Monro Muffler Brake, Inc. (the “Company”) issued a press release announcing its operating results for the first quarter ended June 30, 2007, as well as estimated second quarter comparable sales and fiscal 2008 estimated diluted earnings per share. A copy of the press release is furnished herewith.

Item 8.01     Voluntary Disclosure of Other Events

     On July 26, 2007, the Company announced the acquisition of two tire store chains, Philadelphia-based Valley Forge Tire & Auto Centers and Northern Virginia-based Craven Tire Company. The combined purchase price for the two chains was approximately $16.7 million. The acquisitions add 19 stores to the Company’s chain. A copy of the press release is furnished herewith.

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 and financial conditions, dated July 26, 2007.
99.2	Press Release regarding acquisitions, dated July 26, 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)
July 30, 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 RECORD
SALES AND EARNINGS FOR FIRST QUARTER 2008

~ First Quarter Comparable Store Sales Increase 6.2% ~
~ Pre-Tax Income Increases 15% to $13.1 million~

     ROCHESTER, N.Y. — July 26, 2007 — Monro Muffler Brake, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced record financial results for its first quarter ended June 30, 2007.

First Quarter Results

     Sales for the first quarter of fiscal 2008 increased 9.3% to a record $107.6 million from $98.4 million in the first quarter of fiscal 2007. Comparable store sales increased 6.2%, exceeding the Company’s estimated range of 4.0% to 6.0%. The comparable store sales increase for the quarter was largely the result of increased sales in the tires, brakes and alignments categories, which increased by approximately 10%, 5%, and 26% respectively. The total sales increase for the quarter of $9.2 million included an increase in sales from new stores of $5.4 million, of which $4.2 million came from the former ProCare stores acquired in April 2006. For the quarter, comparable sales in the ProCare stores increased approximately 10% over the same period of the prior year.

     Gross margin improved to 43.4% in the first quarter from 41.7% in the prior year quarter due, in large part, to the increase in comparable store sales along with strong sales of higher-margin products. The increase in gross margin was also partially due to the recording of certain ProCare leases as capital

leases, causing a shift in expense from rent to interest expense. Additionally, there were more vendor rebates received, as well as a shift in vendor rebates from SG&A to cost of sales in the current year quarter as compared to the prior year. SG&A expenses, as a percentage of sales, were 30.3% compared with 30.1% for the same period of the prior year, primarily due to the aforementioned shift in vendor rebates.

     Operating income for the quarter was a record $14.0 million, up 22.9% from $11.4 million in the prior year’s first quarter, and benefiting largely from the growth in sales and gross margin. Interest expense increased to $1.2 million from $.6 million in the prior year’s first quarter, largely due to the aforementioned recording of ProCare capital leases.

     Net income for the quarter increased to a record $8.2 million compared to $7.6 million for the prior year period. Diluted earnings per share were $.54 compared to $.50 in the first quarter of the prior fiscal year, which included a one-time $.03 income tax benefit. Excluding the benefit, earnings per diluted share would have increased 14.9% from $.47 in the prior year’s first quarter.

     During the quarter, the Company opened one location and closed three locations, ending first quarter fiscal 2008 with 696 stores.

     Robert G. Gross, President and Chief Executive Officer, stated, “We are pleased with our top line performance for the quarter, which maintained the strong trends we experienced in the second half of last year, particularly in higher-margin categories such as brakes and alignments. We believe we are continuing to gain market share. While our ProCare stores generated a 10% increase in comparable store sales, we had planned on 15%. As a result, the ProCare stores broke even for the quarter compared with the expected profit of approximately $.03 per share. However, we still achieved 15% pre-tax growth in a tough environment. Further, our overall results as well as our success across product and service categories demonstrate the strength of our two-store format approach and low-cost operating model.”

Company Outlook

     Based on first quarter results and current business trends, the Company anticipates second quarter fiscal 2008 comparable store sales growth to be in the range of 3% to 5% and diluted earnings per share to be between $.53 and $.56. This compares to $.37 in the second quarter fiscal 2007, which

included an after-tax impairment charge of $.11 related to the Company’s Strauss Discount Auto equity investment.

     For the full fiscal year, the Company has increased its expected sales range to between $445 million to $455 million and maintains its expectations for comparable store sales growth of 3% to 5%. The Company has tightened its anticipated earnings range for fiscal 2008 and now expects fiscal 2008 earnings per diluted share to be $1.85 to $1.90. The revised expectations include the effects of the two recently announced acquisitions, as well as an expected $.05 earnings per share full year contribution from ProCare. The earnings estimates are based upon 15.3 million weighted average shares outstanding.

     Mr. Gross concluded, “For the remainder of the year, we will focus on integrating our Craven and Valley Forge acquisitions, achieving further improvements in ProCare, and continuing the strong sales momentum that we are experiencing across many of our product and service categories. As we have previously stated, challenging business conditions create opportunities for us to grow through attractively priced acquisitions. Given the current environment, we see several opportunities in our pipeline and expect to announce at least one additional acquisition by the end of the third quarter. Further, we remain confident in our market position and look forward to solid sales and earnings growth through the remainder of the year.”

Capital Structure Update

     The Company has repurchased 118,400 shares of its common stock for approximately $4.1 million, at the weighted average price of $34.78, in the period from January 1, 2007 through July 25, 2007. Under the share repurchase plan authorized in January 2007, the Company is authorized to purchase up to $30 million of its common stock within a term of 12 months.

     Separately, as previously announced in May 2007, the Company’s 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 and subject to shareholder approval of an increase in the number of authorized common shares to 45,000,000. The shareholders will vote on the increase on August 21, 2007 at Monro’s regularly scheduled Annual Shareholders’ Meeting.

Conference Call Information

     The conference call will be broadcast live on Thursday, July 26, 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 website an hour after the live call through midnight, August 10, 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 705 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 31, 2007.

Tables to follow

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

	Quarter Ended Fiscal June
	2007			2006			% Change
Sales	$	107,622		$	98,445			9.3	%
Cost of sales, including distribution and occupancy costs		60,945			57,409			6.2
Gross profit		46,677			41,036			13.7
Operating, selling, general and administrative expenses		32,636			29,612			10.2
Operating income		14,041			11,424			22.9
Interest expense, net		1,189			636			87.1
Other (income), net		(239	)		(627	)		(61.9	)
Income before provision for income taxes		13,091			11,415			14.7
Provision for income taxes		4,909			3,853			27.4
Net income	$	8,182		$	7,562			8.2
Diluted earnings per share	$	.54		$	.50			8.0	%
Weighted average number of diluted shares outstanding		15,273			15,215
Number of stores open (at end of quarter)		696			701

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

	June 30,		March 31,
	2007		2007
Current assets
Cash	$	974	$	965
Inventories		63,801		62,398
Other current assets		21,686		25,473
Total current assets		86,461		88,836
Property, plant and equipment, net		181,325		184,249
Other noncurrent assets		67,285		66,938
Total assets	$	335,071	$	340,023
Liabilities and Shareholders’ Equity
Current liabilities	$	59,280	$	60,508
Long-term debt		45,813		52,525
Other long term liabilities		12,589		11,871
Total liabilities		117,682		124,904
Total shareholders’ equity		217,389		215,119
Total liabilities and shareholders’ equity	$	335,071	$	340,023

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

FOR IMMEDIATE RELEASE

MONRO MUFFLER BRAKE, INC. ANNOUNCES ACQUISITION OF TWO TIRE STORE CHAINS

~Acquisitions Expand Tire Store Footprint to Philadelphia and Northern Virginia~
~Acquisitions Will Add 19 Stores and $22 Million in Annual Sales~

     ROCHESTER, N.Y. — July 26, 2007 — Monro Muffler Brake, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced that it is has completed the asset acquisition of Valley Forge Tire & Auto Centers (“Valley Forge”). Additionally, Monro has signed a definitive asset purchase agreement with Craven Tire & Auto (“Craven”) that is expected to close by the end of July.

     The acquisitions of Valley Forge and Craven will significantly strengthen and expand Monro’s Mr. Tire brand footprint. The Valley Forge and Craven chains are located primarily in the Philadelphia, PA and Northern Virginia markets, respectively. The combined purchase price of the two chains is approximately $16.7 million which will be funded primarily through the Company’s existing line of credit. The Valley Forge and Craven chains generated combined annual net sales of approximately $22 million in 2006. Together, Valley Forge and Craven will add 19 stores to the Monro chain, all of which management intends to operate under the Mr. Tire brand name. Management expects that the acquired stores will break even in the first twelve months of operation under Monro ownership. Further, it is management’s plan to retain the store employees of the two companies.

     “We are excited about the prospect of incorporating Valley Forge and Craven into our low-cost operating model,” commented John Van Heel, Executive Vice President and Chief Administrative

Officer of Monro. “These two transactions, which together generate annual sales equal to approximately 5% of Monro’s total fiscal year 2007 sales, not only fit with our stated strategy of achieving growth through reasonably priced acquisitions, but also serve to significantly expand our tire store footprint. In particular, we are pleased to implement our two-store format strategy in the Philadelphia market where we already operate 26 service stores, as well as grow our presence in Virginia, which is a developing market for us. Further, along with operational synergies, we believe that there is significant opportunity in these stores to increase sales in the tire and maintenance service categories, which are mainstays of our business and significant drivers of store traffic.”

     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 705 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 31, 2007.