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):

January 24, 2008

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 January 24, 2008, Monro Muffler Brake, Inc. (the “Company”) issued a press release announcing, among other things, its operating results for the third quarter ended December 29, 2007, as well as estimated comparable store sales and diluted earnings per share for fiscal 2008. 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 January 24, 2008.

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)
January 28, 2008	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
Executive Vice President — Finance
Chief Financial Officer
(585) 647-6400

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

DRAFT 6 — NOT FOR IMMEDIATE RELEASE

MONRO MUFFLER BRAKE, INC. ANNOUNCES THIRD QUARTER FISCAL 2008 RESULTS

~ Third Quarter Net Income Increases to $5.3 Million, or EPS of $.25 ~
~ Third Quarter Comparable Store Sales Increase 1.9% or 3.2% on Calendar-Adjusted Basis~
~ Fiscal 2008 EPS Expected to be $1.03 — $1.05,
Including $.03 Charge Related to Employment Agreement Renewals ~

     ROCHESTER, N.Y. — January 24, 2008 — Monro Muffler Brake, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced financial results for its third quarter ended December 29, 2007.

Third Quarter Results

     Sales for the third quarter of fiscal 2008 increased 8.4% to $112.5 million from $103.8 million in the third quarter of fiscal 2007. Comparable store sales increased 1.9% for the quarter. This compares to the Company’s previously expected comparable store sales increase of 2% to 4%. Adjusting for one less day in the third quarter of fiscal 2008, comparable store sales increased 3.2%. Due largely to challenging economic conditions, consumers continued to delay purchases of some higher ticket product and service categories. Comparable store sales for tires and maintenance service increased by approximately 9% and 4% respectively, while brakes declined by approximately 3%. Comparable store sales for alignments, which are closely tied to tire sales, increased by approximately 18% during the quarter due to continued operational and sales focus.

     The total sales increase for the quarter of $8.7 million included an increase in sales from new stores of $6.6 million, including $5.0 million from the 19 former Craven and Valley Forge stores acquired in July 2007. Comparable store sales for ProCare increased 4.9% for the reported period, or 6.3% adjusted for days.

     Gross margin was 37.7% in the third quarter compared to 38.9% in the prior year quarter due primarily to a shift in product mix. Total operating expenses were $33.5 million, or 29.7% as a percentage of sales compared with 29.6% for the same period of the prior year. Total operating expenses for the third quarters of fiscal 2008 and 2007 include amounts that were historically included in Other Income and Expense, primarily related to gains and losses on property disposals, and amortization expense.

     Operating income for the quarter was $9.0 million compared to $9.7 million in last year’s third quarter. Interest expense was $1.5 million compared to $1.8 million in the prior year’s third quarter.

     Net income for the quarter increased to $5.3 million compared to $4.9 million for the prior year period. Diluted earnings per share were $.25. This compares to earnings per share of $.21 in the third quarter of fiscal 2007. Third quarter 2008 diluted earnings per share results includes an expected $.02 charge (primarily non-cash) related to the renewal of the Chief Executive Officer’s employment agreement.

     Robert G. Gross, President and Chief Executive Officer stated, “Our results for the third quarter were influenced by continued challenges in the macro economy and came in at the low-end of our expected range. We are seeing our customers continue to delay some big-ticket purchases and traffic patterns were down in our stores during the quarter, consistent with the declines experienced for the whole year. However, we are pleased to see our customers continuously return to us, their trusted service provider, when it is time to make major repairs or purchases.”

     The Company opened one location and closed two locations during the quarter.

First Nine Month Results

     For the nine-month period, net sales increased 7.3% to $332.2 million from $309.5 million in the same period of the prior year. Net income in the first nine months of fiscal 2008 was $20.0 million, or $.89 per diluted share, compared to $18.0 million, or $.79 per share in the comparable period of fiscal 2007.

Additional Business Highlights

     As anticipated, the Company announced that it has entered into an asset purchase agreement with Broad-Elm Group, a seven store tire chain located in Buffalo, New York with approximately $4.5 million in annual sales. The acquisition is expected to close later this month.

     Separately, the Company has renewed employment agreements with three key executives: Catherine D’Amico, Executive Vice President and Chief Financial Officer; John W. Van Heel, Executive Vice President and Chief Administrative Officer; and Joseph Tomarchio Jr., Executive Vice President Store-Operations. All three agreements have three-year terms.

     Mr. Gross continued, “We are pleased to be able to keep the senior management team together for another three years as they have been a critical component of our success thus far. We are also pleased to continue with our strategy of growth through low-cost operations and value-priced acquisitions, as evidenced by our most recent small acquisition in Buffalo.”

Company Outlook

     Based on year-to-date results and current business trends, the Company expects a comparable store sales increase in the fourth quarter in the range of 1% to 3%, adjusted for days. On a reported basis, the Company expects comparable store sales to decrease 3% to 5%, due to one less selling week as compared to fiscal 2007. The Company’s estimated range for earnings per diluted share for the full fiscal year is $1.03 to $1.05, as compared to $.97 in fiscal 2007. The fiscal 2008 estimated earnings per share range includes an approximate $.03, primarily non-cash, charge related to the renewal of executive employment agreements. The earnings estimate is based upon 21.9 million weighted average shares outstanding.

     Mr. Gross concluded, “We are cautious about the remainder of fiscal year 2008. Comparable store sales for the first three weeks in January are up approximately 2.5% and reflect continued challenging economic conditions. We are closely monitoring the impact of weakening consumer confidence on our results, particularly on sales of our higher ticket and higher-margin categories. However, I feel we are extremely well positioned to out perform in good or bad markets.”

Capital Structure Update

     At December 29, 2007, the Company had 18,826,300 of common shares outstanding. The Company has repurchased 2.3 million shares of its common stock for approximately $51.6 million at the weighted average price of $21.92 in the period from January 1, 2007 through December 29, 2007. In November 2007, the Board of Directors authorized the Company to repurchase an additional $30 million in common stock, which the Company expects to complete in its fourth quarter.

Earnings Conference Call and Webcast

     The Company will host a conference call and audio webcast, today, January 24, 2008 at 11:00 a.m. Eastern Time. The conference call may be accessed by dialing 800-762-8973 and using the required pass code 3832221. A replay will be available approximately one hour after the recording through Thursday, February 7, 2008 and can be accessed by dialing 800-406-7325. The live conference call and replay can also be accessed via audio webcast at the Investor Info section of the Company’s website, located at www.monro.com. An archive will be available at this website through February 7, 2008.

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 713 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 brake systems, steering and suspension systems, tires, exhaust systems 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.

###

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

	Quarter Ended Fiscal December
	2007			2006		% Change
Sales	$	112,514		$	103,787		8.4	%
Cost of sales, including distribution and occupancy costs		70,065			63,436		10.4
Gross profit		42,449			40,351		5.2
Operating, selling, general and administrative expenses		34,328			30,282		13.4
Intangible amortization		149			325		(54.0	)
(Gain) loss on disposal of assets		(1,006	)		85
Total operating expenses		33,471			30,692		9.1
Operating income		8,978			9,659		(7.1	)
Interest expense, net		1,508			1,833		(17.7	)
Other (income) expense, net		(114	)		41
Income before provision for income taxes		7,584			7,785		(2.6	)
Provision for income taxes		2,282			2,919		(21.8	)
Net income	$	5,302		$	4,866		9.0
Diluted earnings per share	$	.25		$	.21		19.0	%
Weighted average number of diluted shares outstanding		21,553			22,924
Number of stores open (at end of quarter)		713			699

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

	Nine Months Ended Fiscal December
	2007			2006			% Change
Sales	$	332,178		$	309,518			7.3	%
Cost of sales, including distribution and occupancy costs		197,514			184,027			7.3
Gross profit		134,664			125,491			7.3
Operating, selling, general and administrative expenses		100,720			92,002			9.5
Intangible amortization		413			943			(56.2	)
Gain on disposal of assets		(851	)		(1,596	)		(46.7	)
Total operating expenses		100,282			91,349			9.8
Operating income		34,382			34,142			.7
Interest expense, net		3,952			3,364			17.5
Other (income) expense, net		(685	)		2,625
Income before provision for income taxes		31,115			28,153			10.5
Provision for income taxes		11,130			10,129			9.9
Net income	$	19,985		$	18,024			10.9
Diluted earnings per common share	$	.89		$	.79			12.7	%
Weighted average number of diluted shares outstanding		22,417			22,854

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

	December 29,		March 31,
	2007		2007
Current assets
Cash	$	1,031	$	965
Inventories		67,195		62,398
Other current assets		23,956		25,473
Total current assets		92,182		88,836
Property, plant and equipment, net		180,233		184,249
Other noncurrent assets		85,836		66,938
Total assets	$	358,251	$	340,023
Liabilities and Shareholders’ Equity
Current liabilities	$	65,335	$	60,508
Long-term debt		98,122		52,525
Other long term liabilities		12,984		11,871
Total liabilities		176,441		124,904
Total shareholders’ equity		181,810		215,119
Total liabilities and shareholders’ equity	$	358,251	$	340,023