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): October 23, 2014

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):

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

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

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

¨ 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 October 23, 2014, Monro Muffler Brake, Inc. (the “Company”) issued a press release announcing its operating results for the second quarter ended September 27, 2014, as well as revised third quarter and fiscal 2015 comparable store sales growth and diluted earnings per share. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 8.01 Voluntary Disclosure of Other Events

The Company also announced that, in August and fiscal October 2014, it completed two acquisitions, which added 44 store locations and extended the Company’s geographic footprint into the States of Florida and Georgia, respectively. Further details of these acquisitions are contained in the press release furnished as Exhibit 99.1.

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, dated October 23, 2014.

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)
October 23, 2014	By:	/s/ Catherine D’Amico
	Catherine D’Amico
	Executive Vice President – Finance, Secretary and Treasurer

EX-99.1

Exhibit 99.1

CONTACT:	John Van Heel
	Chief Executive Officer
	(585) 647-6400
	Robert Gross
	Executive Chairman
	(585) 647-6400
	Catherine D’Amico
	Executive Vice President – Finance
	Chief Financial Officer
	(585) 647-6400
	Investors: Leigh Parrish
	Media: Kelly Whitten
	FTI Consulting
	(212) 850-5600

FOR IMMEDIATE RELEASE

MONRO MUFFLER BRAKE, INC. ANNOUNCES SECOND QUARTER

FISCAL 2015 FINANCIAL RESULTS

~ Second Quarter Sales Up 8% to a Record $221.3 Million ~

~ Second Quarter Net Income Up 20% to a Record $16.3 Million ~

~ Second Quarter EPS Increases 19% to a Record $.50 versus $.42 for the Same Period Last Year ~

~ Announces Acquisition of 9 Stores in Georgia representing $11 Million of Annualized Sales~

ROCHESTER, N.Y. – October 23, 2014 – Monro Muffler Brake, Inc. (Nasdaq: MNRO), a leading provider of automotive undercar repair and tire services, today announced financial results for its second quarter ended September 27, 2014.

Second Quarter Results

Sales for the second quarter of fiscal 2015 increased 7.8% to a record $221.3 million as compared to $205.3 million for the second quarter of fiscal 2014. The total sales increase for the second quarter of $16 million was due to an increase in sales from new stores of $18.9 million, including sales from recently acquired stores of $16.5 million, offset by a comparable store sales decrease of 2%. Comparable store sales increased approximately 5% for alignments and 4% for brakes, while comparable store sales were flat for front end/shocks and decreased approximately 2% for maintenance services, 4% for tires, and 6% for exhaust.

Gross margin increased to 40.4% in the second quarter from 39.8% in the prior year, largely due to the benefit of lower material costs, partially offset by higher distribution and occupancy costs. Total operating expenses were $60.5 million, or 27.4% of sales, as compared with $57.8 million, or 28.2% of sales, for the same period of the prior year. The decrease in operating expenses as a percentage of sales reflects leverage on higher sales and the Company’s diligent cost control in the face of a difficult sales environment.

Operating income for the quarter increased 21% to $28.9 million from $23.9 million in the second quarter of fiscal 2014. Interest expense was $2.8 million as compared to $2.0 million in the second quarter of fiscal 2014.

Net income for the second quarter increased 19.6% to a record $16.3 million from $13.6 million in the prior year period. Diluted earnings per share for the quarter increased 19.0% to $.50, within the Company’s estimated range of $.50 to $.52. This compares to diluted earnings per share of $.42 in the second quarter of fiscal 2014. Net income for the second quarter reflects an effective tax rate of 38.1%, in line with the prior year period.

The Company added 42 locations during the quarter, including 35 acquired stores and seven greenfield locations, while closing five stores, ending the quarter with 1,003 stores.

John Van Heel, President and Chief Executive Officer stated, “We were able to expand operating margin by 140 basis points and increase net income by 20% as a result of significant contributions from our recent acquisitions, higher gross margins, and disciplined cost control. Despite a difficult macro-economic environment, consumers continued to turn to Monro as a trusted service provider to perform basic maintenance on their vehicles, as demonstrated by increases in key service categories this quarter, including brakes and alignments, which continued the positive trend we saw in the first quarter. For the first half of fiscal 2015, while overall traffic was up approximately 1% and comparable tire units were flat, comparable tire sales decreased 4% as consumers remained cautious and continued to trade down on higher ticket purchases. Looking forward, we expect this choppy market to continue in the short term, but remain focused on driving top-line growth and leverage through acquisitions while aggressively managing costs in order to continue to deliver strong earnings growth.”

Acquisitions Update

Monro Muffler Brake also announced today the acquisition of nine stores in the Atlanta, Georgia area, a new state for Monro, further filling in the Company’s geographic footprint in key markets. This acquisition was completed in fiscal October 2014. Additionally, in August 2014, the Company completed the previously announced acquisition of 35 The Tire Choice locations in Florida, located in major west coast and east coast Florida markets. These acquisitions provide a solid foundation for continued store

growth in these large markets. On a combined basis, the Company’s acquisitions completed to date in fiscal 2015 add 63 locations, with total annualized sales of approximately $75 million, representing approximately 9% annualized sales growth with an approximate sales mix of 60% service and 40% tires.

Company Outlook

The Company’s guidance is based on current visibility, business and economic trends, and the recently completed acquisitions. The Company now anticipates fiscal 2015 comparable store sales to be approximately flat versus the prior range of an increase of 1% to 3%. As a result primarily of the weaker sales guidance, the Company is also revising its estimated fiscal 2015 diluted earnings per share to be in the range of $1.85 to $1.95, versus its prior range of $1.95 to $2.08. This compares to diluted earnings per share of $1.67 in fiscal 2014. Compared to fiscal 2014, the revised guidance range represents an earnings per share increase of 11% to 17%, respectively, at the low and high end of the range. The estimate is based on 32.8 million weighted diluted average shares outstanding. The Company now expects its total sales for the year to be in the range of $900 to $910 million.

For the third quarter of fiscal 2015, the Company anticipates comparable store sales to be in the range of a decrease of 2% to flat versus the prior year. The Company expects diluted earnings per share for the third quarter to be between $.47 and $.52, as compared to $.47 for the third quarter of fiscal 2014, which represented a 34% increase over the third quarter of fiscal 2013. Last year’s third quarter diluted earnings per share included a benefit of $.03 resulting from favorable lease purchase accounting and tax adjustments. The Company’s guidance for the third quarter reflects current month-to-date comparable store sales trends, incremental warehousing and logistics costs related to the increase in the Company’s tire inventory in advance of potential tariffs on imported tires, and slight dilution from acquisitions completed in fiscal 2015.

Mr. Van Heel continued, “Trends to date in the third quarter have remained challenging, with month-to-date comparable store sales down approximately 1.5%. While we are cautious in our outlook regarding near term sales trends, we believe that there is potential for upside in our comparable store sales trends in the second half of the fiscal year as more consumers look to address their tire and service needs following last year’s harsh winter and an extended deferral cycle. Additionally, as a result of recent pricing increases, we anticipate that the price and mix impact on tire sales, which has pressured overall comparable store sales by approximately 1.5% in the first half of the fiscal year, will turn positive in the fourth quarter.”

Mr. Van Heel concluded, “Our long-term view of the industry and our business remains positive. We continue to leverage our competitive advantages, including our strong balance sheet and low borrowing costs, to accelerate acquisitions in light of the difficult operating environment, lock in lower product costs by purchasing ahead of a potential tariff on imported tires and leverage our scale to negotiate favorable pricing with our vendors. Our full year expectations of double-digit earnings growth and operating margin improvement of 100 to 150 basis points (excluding current year acquisitions), based on flat comparable store sales, reflects the benefits of our recent actions and flexibility of our unique business model. We remain confident in our ability to drive strong earnings growth and deliver shareholder value in all types of economic and operating environments.”

Earnings Conference Call and Webcast

The Company will host a conference call and audio webcast on Thursday, October 23, 2014 at 11:00 a.m. Eastern Time. The conference call may be accessed by dialing 1-888-427-9376 and using the required pass code 9793921. A replay will be available approximately one hour after the recording through Thursday, November 6, 2014 and can be accessed by dialing 1-877-870-5176. The live conference call and replay can also be accessed via audio webcast at the Investor Information section of the Company’s website, located at www.monro.com. An archive will be available at this website through November 6, 2014.

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, Tread Quarters Discount Tires, Autotire, Tire Warehouse, Tire Barn, Towery’s Tire and Auto Care and The Tire Choice. The Company currently operates 1,010 stores in 25 states. 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, seasonality, 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 Company’s annual report on Form 10-K for the fiscal year ended March 29, 2014.

###

MONRO MUFFLER BRAKE, INC.

Financial Highlights

(Unaudited)

(Dollars and share counts in thousands)

	Quarter Ended Fiscal September
	2014			2013			% Change
Sales	$	221,299		$	205,321			7.8	%
Cost of sales, including distribution and occupancy costs		131,827			123,573			6.7	%
Gross profit		89,472			81,748			9.4	%
Operating, selling, general and administrative expenses		60,545			57,837			4.7	%
Operating income		28,927			23,911			21.0	%
Interest expense, net		2,772			2,048			35.3	%
Other income, net		(227	)		(179	)		26.7	%
Income before provision for income taxes		26,382			22,042			19.7	%
Provision for income taxes		10,052			8,392			19.8	%
Net income	$	16,330		$	13,650			19.6	%
Diluted earnings per share:	$	.50		$	.42			19.0	%
Weighted average number of diluted shares outstanding		32,778			32,553
Number of stores open (at end of quarter)		1,003			940

MONRO MUFFLER BRAKE, INC.

Financial Highlights

(Unaudited)

(Dollars and share counts in thousands)

	Six Months Ended Fiscal September
	2014			2013			% Change
Sales	$	438,806		$	411,492			6.6	%
Cost of sales, including distribution and occupancy costs		259,311			250,866			3.4	%
Gross profit		179,495			160,626			11.7	%
Operating, selling, general and administrative expenses		121,158			113,607			6.6	%
Operating income		58,337			47,019			24.1	%
Interest expense, net		4,908			3,858			27.2	%
Other income, net		(305	)		(231	)		32.5	%
Income before provision for income taxes		53,734			43,392			23.8	%
Provision for income taxes		20,472			16,171			26.6	%
Net income	$	33,262		$	27,221			22.2	%
Diluted earnings per share	$	1.01		$	.84			20.2	%
Weighted average number of diluted shares outstanding		32,783			32,523

MONRO MUFFLER BRAKE, INC.

Financial Highlights

(Unaudited)

(Dollars in thousands)

	September 27,		March 29,
	2014		2014
Current Assets
Cash	$	7,763	$	1,205
Inventories		142,775		124,920
Other current assets		47,277		41,991
Total current assets		197,815		168,116
Property, plant and equipment, net		310,648		281,883
Other non-current assets		395,628		309,957
Total assets	$	904,091	$	759,956
Liabilities and Shareholders’ Equity
Current liabilities	$	158,407	$	136,741
Capital leases and financing obligations		128,283		81,199
Other long-term debt		151,017		105,841
Other long-term liabilities		21,046		20,191
Total liabilities		458,753		343,972
Total shareholders’ equity		445,338		415,984
Total liabilities and shareholders’ equity	$	904,091	$	759,956