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Monro Muffler Brake 10-Q 2010

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.1
Quarterly Report
Table of Contents

 

 

FORM 10-Q

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 25, 2010.

OR

 

¨ 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)

585-647-6400

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

 

 

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.    x  Yes    ¨   No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    ¨  Yes    ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a Shell Company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No

As of October 23, 2010, 20,135,419 shares of the Registrant’s Common Stock, par value $ .01 per share, were outstanding.

 

 

 


Table of Contents

 

MONRO MUFFLER BRAKE, INC.

INDEX

 

          Page No.  
Part I.    Financial Information   

Item 1.

   Financial Statements   
  

Consolidated Balance Sheets at September 25, 2010 and March 27, 2010

     3   
  

Consolidated Statements of Income for the quarters and six months ended September 25, 2010 and September 26, 2009

     4   
  

Consolidated Statement of Changes in Shareholders’ Equity for the six months ended September 25, 2010

     5   
  

Consolidated Statements of Cash Flows for the six months ended September 25, 2010 and September 26, 2009

     6   
  

Notes to Consolidated Financial Statements

     7   

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     12   

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk      16   

Item 4.

   Controls and Procedures      16   
Part II.    Other Information   

Item 1.

   Legal Proceedings      17   

Item 1A.

   Risk Factors      17   

Item 4.

   Removed and Reserved      17   

Item 6.

   Exhibits      17   
Signatures      18   
Exhibit Index      19   

 

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Table of Contents

 

MONRO MUFFLER BRAKE, INC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED BALANCE SHEETS

 

     (Unaudited)        
     September 25,
2010
    March 27,
2010
 
     (Dollars in thousands)  

Assets

    

Current assets:

    

Cash and equivalents

   $ 4,346      $ 11,180   

Trade receivables

     1,991        1,922   

Inventories

     95,526        85,817   

Deferred income tax asset

     8,812        7,800   

Other current assets

     19,258        17,373   
                

Total current assets

     129,933        124,092   
                

Property, plant and equipment

     390,621        386,238   

Less – Accumulated depreciation and amortization

     (191,126     (183,492
                

Net property, plant and equipment

     199,495        202,746   

Goodwill

     96,632        90,372   

Intangible assets

     13,498        13,888   

Other non-current assets

     11,479        13,045   
                

Total assets

   $ 451,037      $ 444,143   
                

Liabilities and Shareholders’ Equity

    

Current liabilities:

    

Current portion of long-term debt

   $ 3,144      $ 2,933   

Trade payables

     47,632        43,229   

Federal and state income taxes payable

     4,230        4,169   

Accrued payroll, payroll taxes and other payroll benefits

     13,429        16,730   

Accrued insurance

     15,758        15,595   

Warranty reserves

     5,978        5,510   

Other current liabilities

     10,143        11,211   
                

Total current liabilities

     100,314        99,377   

Long-term debt

     72,529        96,427   

Accrued rent expense

     6,568        6,473   

Other long-term liabilities

     4,629        4,551   

Deferred income tax liability

     760        560   

Long-term income taxes payable

     4,410        4,085   
                

Total liabilities

     189,210        211,473   
                

Commitments

    

Shareholders’ equity:

    

Class C Convertible Preferred Stock, $1.50 par value, $.096 conversion value, 150,000 shares authorized; 32,500 shares issued and outstanding

     49        49   

Common Stock, $.01 par value, 45,000,000 shares authorized; 23,811,317 and 23,646,460 shares issued at September 25, 2010 and March 27, 2010, respectively

     238        236   

Treasury Stock, 3,685,734, and 3,682,429 shares at September 25, 2010 and March 27, 2010, respectively, at cost

     (70,719     (70,590

Additional paid-in capital

     94,640        88,377   

Accumulated other comprehensive loss

     (2,047     (2,237

Retained earnings

     239,666        216,835   
                

Total shareholders’ equity

     261,827        232,670   
                

Total liabilities and shareholders’ equity

   $ 451,037      $ 444,143   
                

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

 

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Table of Contents

 

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

     Quarter Ended
Fiscal September
    Six Months Ended
Fiscal September
 
     2010     2009     2010     2009  
     (Dollars in thousands, except per share data)  

Sales

   $ 162,102      $ 136,634      $ 320,341      $ 264,679   

Cost of sales, including distribution and occupancy costs

     95,736        77,781        187,976        149,417   
                                

Gross profit

     66,366        58,853        132,365        115,262   

Operating, selling, general and administrative expenses

     43,138        41,148        86,199        80,306   

Intangible amortization

     296        198        591        331   

Loss (gain) on disposal of assets

     231        (20     250        119   
                                

Total operating expenses

     43,665        41,326        87,040        80,756   
                                

Operating income

     22,701        17,527        45,325        34,506   

Interest expense, net of interest income for the quarter of $20 in 2010 and $16 in 2009, and year-to-date of $31 in 2010 and $29 in 2009

     1,208        1,442        2,679        3,338   

Other income, net

     (73     (75     (140     (117
                                

Income before provision for income taxes

     21,566        16,160        42,786        31,285   

Provision for income taxes

     8,242        6,158        16,251        11,872   
                                

Net income

   $ 13,324      $ 10,002      $ 26,535      $ 19,413   
                                

Earnings per share:

        

Basic

   $ .66      $ .51      $ 1.33      $ .99   
                                

Diluted

   $ .63      $ .49      $ 1.26      $ .95   
                                

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

 

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Table of Contents

 

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(UNAUDITED)

(Dollars in thousands)

 

     Preferred
Stock
     Common
Stock
     Treasury
Stock
    Additional
Paid-in
Capital
     Accumulated
Other
Comprehensive
Loss (3)
    Retained
Earnings
    Total  

Balance at March 27, 2010

   $ 49       $ 236       $ (70,590   $ 88,377       $ (2,237   $ 216,835      $ 232,670   

Net income

                  26,535        26,535   

Other comprehensive loss:

                 

Unrealized gain on derivatives contracts ($307 pre-tax)

                190          190   
                       
                    26,725   

Cash dividends: Preferred ($.18 per CSE) (1) (2)

                  (91     (91

        Common ($.18 per share) (2)

                  (3,613     (3,613

Tax benefit from exercise of stock options

             2,106             2,106   

Exercise of stock options

        2         (129     2,597             2,470   

Stock option compensation

             1,560             1,560   
                                                           

Balance at September 25, 2010

   $ 49       $ 238       $ (70,719   $ 94,640       $ (2,047   $ 239,666      $ 261,827   
                                                           

 

(1) CSE – Common stock equivalent
(2) Includes first and second quarter fiscal 2011 dividend payments of $.09 per CSE paid on both June 18, 2010 and September 17, 2010.
(3) The balance related to the derivative contracts was $(190) at March 27, 2010. There was no amount related to the derivative contracts at September 25, 2010. The balance related to the pension liability was $(2,047) at both September 25, 2010 and

March 27, 2010.

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

 

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Table of Contents

 

MONRO MUFFLER BRAKE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

     Six Months Ended Fiscal
September
 
     2010     2009  
     (Dollars in thousands)  
     Increase (Decrease) in Cash  

Cash flows from operating activities:

    

Net income

   $ 26,535      $ 19,413   
                

Adjustments to reconcile net income to net cash provided by operating activities -

    

Depreciation and amortization

     11,053        10,610   

Loss on disposal of property, plant and equipment

     250        119   

Stock-based compensation expense

     1,560        1,184   

Excess tax benefits from share-based payment arrangements

     (2,289     (1,020

Net change in deferred income taxes

     (930     105   

Decrease (increase) in trade receivables

     331        (252

Increase in inventories

     (9,511     (4,332

Increase in other current assets

     (2,047     (1,825

Decrease in other non-current assets

     1,027        870   

Decrease in intangible assets

     191        332   

Increase in trade payables

     4,325        2,721   

Decrease in accrued expenses

     (3,892     (841

Increase in federal and state income taxes payable

     2,167        8,117   

Increase in other long-term liabilities

     197        37   

Increase in long-term income taxes payable

     325        228   
                

Total adjustments

     2,757        16,053   
                

Net cash provided by operating activities

     29,292        35,466   
                

Cash flows from investing activities:

    

Capital expenditures

     (6,600     (8,223

Acquisitions, net of cash acquired

     (7,106  

Acquisition of Midwest Tire, net of cash acquired

       (1,959

Acquisition of Autotire, net of cash acquired

       (7,348

Proceeds from the disposal of property, plant and equipment

     98        464   
                

Net cash used for investing activities

     (13,608     (17,066
                

Cash flows from financing activities:

    

Proceeds from borrowings

     88,321        65,251   

Principal payments on long-term debt and capital lease obligations

     (111,894     (82,414

Exercise of stock options

     2,470        2,711   

Excess tax benefits from share-based payment arrangements

     2,289        1,020   

Dividends to shareholders

     (3,704     (4,006
                

Net cash used for financing activities

     (22,518     (17,438
                

(Decrease) increase in cash

     (6,834     962   

Cash at beginning of period

     11,180        3,336   
                

Cash at end of period

   $ 4,346      $ 4,298   
                

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

 

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MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Condensed Consolidated Financial Statements

The consolidated balance sheets as of September 25, 2010 and March 27, 2010, the consolidated statements of income for the quarters and six months ended September 25, 2010 and September 26, 2009, the consolidated statements of cash flows for the six months ended September 25, 2010 and September 26, 2009, and the consolidated statement of changes in shareholders’ equity for the six months ended September 25, 2010, include Monro Muffler Brake, Inc. and its wholly owned subsidiary, Monro Service Corporation (the “Company”). These unaudited condensed consolidated financial statements have been prepared by the Company. In the opinion of management, all known adjustments (consisting of normal recurring accruals or adjustments) have been made to present fairly the financial position, results of operations and cash flows for the unaudited periods presented.

Certain information and footnote disclosures normally included in annual 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 27, 2010. 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 2010”:   June 27, 2010 – September 25, 2010 (13 weeks)
“Quarter Ended Fiscal September 2009”:   June 28, 2009 – September 26, 2009 (13 weeks)
“Six Months Ended Fiscal September 2010”:   March 28, 2010 – September 25, 2010 (26 weeks)
“Six Months Ended Fiscal September 2009”:   March 29, 2009 – September 26, 2009 (26 weeks)

During the fourth quarter of fiscal 2010, the Company substantially completed the purchase price allocation for the fiscal year 2010 acquisitions. Some of the amounts previously estimated changed during the measurement period. The significant changes in estimates included an increase in deferred income tax assets of $1.1 million for the second quarter; an increase in property, plant and equipment of $2.0 million and $2.5 million for the first and second quarters, respectively; an increase in intangible assets of $1.1 million and $1.7 million for the first and second quarters, respectively; and an increase in long-term debt of $3.9 million and $4.6 million for the first and second quarters, respectively. The measurement period adjustments represent updates made to the purchase price allocation based on revisions to valuation estimates in quarters subsequent to the quarter of acquisition and initial accounting. There were no significant adjustments to the Company’s Consolidated Statement of Income.

Note 2 – Acquisitions

The Company’s acquisitions are strategic moves in its plan to fill in and expand its presence in its existing and contiguous markets, and leverage fixed operating costs such as distribution and advertising.

In the first quarter of fiscal 2011, the Company added seven retail tire and automotive repair stores located in Pennsylvania and Maine through two acquisition transactions. Collectively, these stores produced approximately $11.3 million in sales annually based on unaudited pre-acquisition historical information. The total purchase price of these stores was approximately $7.1 million in cash and the assumption of certain liabilities. The acquisitions were financed through the Company’s existing bank facility. The results of operations of these acquired stores are included in the Company’s results from their respective acquisition dates.

The Company has recorded its initial accounting for these acquisitions in accordance with accounting guidance on business combinations. The acquisitions resulted in goodwill related to, among other things, growth opportunities and unidentified intangible assets. All of the goodwill is expected to be deductible for tax purposes.

The Company has recorded finite-lived intangible assets at their determined fair value related to customer relationships. However, the Company has not completed its final purchase price accounting of these acquisitions due to the timing of the acquisitions. As the Company completes its final accounting for these acquisitions, there may be changes, some of which may be material, to this initial accounting.

 

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MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

In accordance with accounting guidance on business combinations, the Company expensed all costs related to these acquisitions in the first quarter of fiscal 2011. The total costs related to these acquisitions were not material to the Consolidated Statement of Income. These costs are included in the Consolidated Statement of Income under operating, selling, general and administrative expenses.

The purchase price of the acquisitions have been preliminarily allocated to the net tangible and intangible assets acquired, with the remainder recorded as goodwill on the basis of estimated fair values, as follows:

 

     As of September 25, 2010  
     (Dollars in thousands)  

Other current assets

   $ 599   

Intangible assets

     393   

Other non-current assets

     209   

Current liabilities

     (362
        

Total net identifiable assets acquired

   $ 839   
        

Total consideration transferred

   $ 7,107   

Less: total net identifiable assets acquired

     839   
        

Goodwill

   $ 6,268   
        

Intangible assets consist of customer lists which are being amortized over their estimated useful life of ten years.

Note 3 – 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
Fiscal September
     Six Months Ended
Fiscal September
 
     2010      2009      2010      2009  
     (Dollars in thousands, except per share data)  

Numerator for earnings per common share calculation:

           

Net income

   $ 13,324       $ 10,002       $ 26,535       $ 19,413   

Less: Preferred stock dividends

     45         35         91         102   
                                   

Income available to common stockholders

   $ 13,279       $ 9,967       $ 26,444       $ 19,311   
                                   

Denominator for earnings per common share calculation:

           

Weighted average common shares, basic

     20,083         19,568         19,937         19,504   

Effect of dilutive securities:

           

Preferred stock

     507         507         507         507   

Stock options

     554         471         550         476   
                                   

Weighted average number of common shares, diluted

     21,144         20,546         20,994         20,487   
                                   

Basic earnings per common share:

   $ .66       $ .51       $ 1.33       $ .99   
                                   

Diluted earnings per common share:

   $ .63       $ .49       $ 1.26       $ .95   
                                   

 

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Table of Contents

MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

 

The computation of diluted EPS excludes the effect of the assumed exercise of approximately 180,000 and 181,000 stock options respectively, for the three and six months ended September 25, 2010, and 120,000 and 171,000 stock options respectively, for the three and six months ended September 26, 2009. Such amounts were excluded as the exercise prices of these options 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.

Note 4 – Income Taxes

In the normal course of business, the Company provides for uncertain tax positions and the related interest and penalties, and adjusts its unrecognized tax benefits and accrued interest and penalties accordingly. The total amount of unrecognized tax benefits were $5.9 million and $5.6 million, respectively at September 25, 2010 and March 27, 2010, the majority of which, if recognized, would affect the effective tax rate. As of September 25, 2010, the Company had approximately $.6 million of interest and penalties accrued related to unrecognized tax benefits.

The Company is currently under audit by certain state tax jurisdictions for the fiscal 2001 to 2009 tax years. It is reasonably possible that the examination phase of the audit for these years may conclude in the next 12 months, and that the related unrecognized tax benefits for tax positions taken regarding previously filed tax returns may change from those recorded as liabilities for uncertain tax positions in the Company’s financial statements as of September 25, 2010. However, based on the status of the examinations, it is not possible to estimate the effect of any amount of such change to previously recorded uncertain tax positions.

The Company files U.S. federal income tax returns and income tax returns in various state jurisdictions. The Company’s fiscal 2007 and fiscal 2009 U.S. federal tax years and various state tax years remain subject to income tax examinations by tax authorities.

Note 5 – Derivative Financial Instruments

The Company reports derivatives and hedging activities in accordance with accounting guidance on disclosures about derivative instruments and hedging activities. 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.

At March 27, 2010, the notional amount of derivative financial instruments, which consisted solely of three interest rate swaps used to minimize the risk and/or costs associated with changes in interest rates, was $30.0 million. These swaps matured in July 2010.

The effect of derivative financial instruments in cash flow hedge relationships on the financial statements for the three months ended September 25, 2010 and September 26, 2009 were as follows:

 

Derivatives in Cash

Flow Hedging

Relationships

    

Amount of Gain or (Loss)

Recognized in Other

Comprehensive Income on

Derivatives

(Effective Portion)

    

Location of Gain or

(Loss) Reclassified from
Accumulated Other
Comprehensive Income
into Income
(Effective Portion)

     Amount of Gain or  (Loss)
Reclassified From Other
Comprehensive Income
into Income
(Effective Portion)
       2011    2010             2011    2010
       (Dollars in thousands)             (Dollars in thousands)

Interest rate contracts

     $ 47    $ 84     

Interest income (expense)

     $ (38)    $ (228)

 

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MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

 

The effect of derivative financial instruments in cash flow hedge relationships on the financial statements for the six months ended September 25, 2010 and September 26, 2009 were as follows:

 

Derivatives in Cash

Flow Hedging
Relationships

 

Amount of Gain or (Loss)

Recognized in Other

Comprehensive Income on

Derivatives

(Effective Portion)

   

Location of Gain or
(Loss) Reclassified from
Accumulated Other
Comprehensive Income

into Income (Effective
Portion)

 

Amount of Gain or (Loss)

Reclassified From Other

Comprehensive Income

into Income

(Effective Portion)

 
    2011     2010         2011     2010  
    (Dollars in thousands)         (Dollars in thousands)  

Interest rate contracts

  $ 190      $ 181      Interest income (expense)   $ (268   $ (443

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 25, 2010:

In connection with the fiscal 2011 acquisitions (Note 2), liabilities were assumed as follows:

 

Fair value of assets acquired

   $ 1,200,000   

Goodwill acquired

     6,268,000   

Cash paid, net of cash acquired

     (7,106,000
        

Fair value of liabilities assumed

   $ 362,000   
        

In connection with the accounting for income tax benefits related to the exercise of stock options, the Company decreased current liabilities and increased paid-in capital by $2,106,000.

In connection with the acquisition of a store property, the Company increased fixed assets by $700,000 and decreased other current assets and other non-current assets by $161,000 and $539,000, respectively.

SIX MONTHS ENDED SEPTEMBER 26, 2009:

In connection with the fiscal 2010 acquisitions, liabilities were assumed as follows:

 

Fair value of assets acquired

   $ 6,818,000   

Goodwill acquired

     5,543,000   

Cash paid, net of cash acquired

     (9,307,000
        

Fair value of liabilities assumed

   $ 3,054,000   
        

In connection with recording the value of the Company’s interest rate swap contracts, other comprehensive income and other current liabilities increased by $181,000 and $717,000, respectively, and other long-term liabilities and long-term deferred tax assets decreased by $1,009,000 and $111,000, respectively.

In connection with the recording of capital leases, the Company increased both fixed assets and long-term debt by $2,695,000.

In connection with the accounting for income tax benefits related to the exercise of stock options, the Company decreased current liabilities and increased paid-in capital by $1,596,000.

 

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MONRO MUFFLER BRAKE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENT

 

Note 7 – Cash Dividend

In April 2010, the Company’s Board of Directors declared its intention to pay a regular quarterly cash dividend during fiscal 2011 of $.09 per common share or common share equivalent to be paid beginning with the first quarter of fiscal 2011. However, the declaration of and any 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 – Subsequent Event

In October 2010, the Company signed a definitive asset purchase agreement to acquire three retail tire stores located in Virginia for approximately $3.2 million. These stores produced approximately $5 million in sales annually based on un-audited pre-acquisition historical information. The transaction is expected to close on October 31, 2010. These stores will operate under the Mr. Tire brand name. The acquisition will be financed through the Company’s existing bank facility.

 

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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, the availability of vendor rebates 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.

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
Fiscal September
    Six Months Ended
Fiscal September
 
     2010     2009     2010     2009  

Sales

     100.0     100.0     100.0     100.0

Cost of sales, including distribution and occupancy costs

     59.1        56.9        58.7        56.5   
                                

Gross profit

     40.9        43.1        41.3        43.5   

Operating, selling, general and administrative expenses

     26.6        30.1        26.9        30.3   

Intangible amortization

     .2        .1        .2        .1   

Loss on disposal of assets

     .1        —          .1        —     
                                

Total operating expenses

     26.9        30.2        27.2        30.5   
                                

Operating income

     14.0        12.8        14.1        13.0   

Interest expense - net

     .7        1.1        .8        1.3   

Other income - net

     —          (.1     —          —     
                                

Income before provision for income taxes

     13.3        11.8        13.4        11.8   

Provision for income taxes

     5.1        4.5        5.1        4.5   
                                

Net income

     8.2     7.3     8.3     7.3
                                

Second Quarter and Six Months Ended September 25, 2010 Compared To Second Quarter and Six Months Ended September 26, 2009

Sales were $162.1 million for the quarter ended September 25, 2010 as compared with $136.6 million in the quarter ended September 26, 2009. The sales increase of $25.5 million or 18.6%, was partially due to a comparable store sales increase of 6.4%. Additionally, there was an increase of $18.0 million related to new stores, of which $16.8 million came from the fiscal year 2010 and

 

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2011 acquisitions. Partially offsetting this was a decrease in sales from closed stores amounting to $1.0 million. There were 91 selling days in the quarter ended September 25, 2010 and in the quarter ended September 26, 2009.

Sales were $320.3 million for the six months ended September 25, 2010 as compared with $264.7 million in the six months ended September 26, 2009. The sales increase of $55.7 million or 21.0%, was partially due to a comparable store sales increase of 5.8%. Additionally, there was an increase of $42.5 million related to new stores, of which $40.3 million came from the fiscal year 2010 and 2011 acquisitions. Partially offsetting this sales increase was a decrease in sales from closed stores amounting to $2.1 million.

The Company has slightly modified its methodology for calculating the number of selling days in each month and quarter. Previously, in computing its comparable store sales percentage increases (adjusted for days), the Company did not include Sundays or open holidays in the number of selling days, but included all sales in each comparable period. This was because only a small number of stores were open Sundays, and some were not open holidays. Also, these days were generally much shorter selling days. Now that over 50% of the Company’s stores are open Sundays, almost all stores are open holidays, and the selling days are longer, the Company concluded that counting Sundays and open holidays as selling days is now appropriate. Accordingly, selling days now include each day other than Easter, Thanksgiving and Christmas. This change was made beginning in fiscal year 2011 (April 2010) and retroactively applied to prior months and quarters. There is no impact on reported actual comparable store sales increases for any prior periods. Nor will the change impact calculated comparable store sales increases in future periods. However, this change may result in a change in the calculated comparable store sales percent increase in certain prior periods when adjusted for days.

For the fiscal year 2010 fiscal quarters and full year, the results were as follows:

 

     Reported
Comparable Store
Sales

Increase
    Originally
Reported
Comparable Store
Sales Increase,
Adjusted For Days
    Restated
Comparable Store
Sales Increase,
Adjusted For Days
 

Q1 FY10

     6.2     6.2     7.4 % (1) 

Q2 FY10

     7.4     7.4     7.4

Q3 FY10

     7.2     7.2     7.2

Q4 FY10

     8.0     8.0     6.8 % (2) 

Full year FY10

     7.2     7.2     7.2

 

(1) This adjustment for days relates to the fact that the Easter holiday fell in April 2009, reducing the number of selling days as compared to the prior year quarter.
(2) This adjustment for days relates to the fact that the Company was open for business for the first time on New Year’s Day on January 1, 2010, increasing the number of selling days as compared to the prior year quarter.

At September 25, 2010, the Company had 783 company-operated stores and three franchised locations compared with 739 stores at September 26, 2009. During the quarter ended September 25, 2010, the Company closed two stores.

Management believes that the improvement in comparable store sales resulted from several factors, including an increase in sales across all product categories. It is management’s belief that strong in-store sales execution, highly effective advertising campaigns and price increases in several product categories also contributed to the sales improvement. Comparable store traffic as well as average ticket increased over the prior year second quarter. Soft economic conditions and the related decrease in consumer spending and tightening of credit, resulting in declining automobile sales (as compared to historical levels), helped to contribute to the improved sales. Management believes that consumers are keeping their cars longer and repairing them instead of trading them in for new cars. Additionally, while consumers can and often defer repairs when the economy is weak, most repairs can only be deferred for a period of time. When customers do come in to have their vehicles repaired, it is management’s belief that they spend more on average because the problem with their vehicle has worsened due to additional wear.

Management also believes that the recent closings of dealerships by Chrysler and General Motors are driving more business to the Company’s stores as consumers look for alternative, proven, economical and more geographically convenient locations to service their automobiles.

Gross profit for the quarter ended September 25, 2010 was $66.4 million or 40.9% of sales as compared with $58.9 million or 43.1% of sales for the quarter ended September 26, 2009. The decrease in gross profit for the quarter ended September 25, 2010, as a

 

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percentage of sales, is due to several factors.

Total material costs, including outside purchases, increased as a percentage of sales as compared to the prior year. The fiscal year 2010 and fiscal year 2011 acquisitions, all but one of which were tire stores, have resulted in a more pronounced shift in mix to the lower margin tire category, causing margin pressure. Over 80% of the gross margin deterioration was attributable to these acquired tire stores. Tire and oil cost increases also contributed to the decline in margin. Partially offsetting these factors were selling price increases across the chain.

There was also a decrease in labor costs as a percent of sales due primarily to a continued shift in mix to tire sales and improved labor productivity, helping to improve gross profit. Additionally, distribution and occupancy costs decreased as a percentage of sales from the prior year as the Company, with improved sales, was able to better leverage these largely fixed costs.

Gross profit for the six months ended September 25, 2010 was $132.4 million, or 41.3% of sales, compared with $115.3 million or 43.5% of sales for the six months ended September 26, 2009.

The Company expects the decline in gross margin versus the prior year quarters to be most pronounced in its first and second quarters of fiscal year 2011, since it did not own the Tire Warehouse stores, whose mix is almost 100% tires, until its third fiscal quarter last year. Management expects gross margin for the third and fourth quarters to begin to flatten out as compared to the same quarters of fiscal 2010, and operating profit to be approximately 100 basis points better.

Operating expenses for the quarter ended September 25, 2010 were $43.7 million or 26.9% of sales as compared with $41.3 million or 30.2% of sales for the quarter ended September 26, 2009. Within operating expenses, selling, general and administrative (“SG&A”) expenses for the quarter ended September 25, 2010 increased by $2.0 million to $43.1 million from the quarter ended September 26, 2009, and decreased as a percentage of sales from 30.1% to 26.6%. The increase in dollars is directly attributed to the acquired stores’ operating expenses. The decrease in percentage of sales is due to improved sales which have allowed the Company to leverage largely fixed costs, as well as a continued focus on cost control.

For the six months ended September 25, 2010, operating expenses increased by $6.3 million to $87.0 million from the comparable period of the prior year and were 27.2% of sales compared to 30.5%.

SG&A expenses for the six months ended September 25, 2010 increased $5.9 million to $86.2 million from the comparable period of the prior year and were 26.9% of sales as compared to 30.3%.

Operating income for the quarter ended September 25, 2010 of approximately $22.7 million increased by 29.5% as compared to operating income of approximately $17.5 million for the quarter ended September 26, 2009, and increased as a percentage of sales from 12.8% to 14.0%.

Operating income for the six months ended September 25, 2010 of approximately $45.3 million increased by 31.4% as compared to operating income of approximately $34.5 million for the six months ended September 26, 2009, and increased as a percentage of sales from 13.0% for the six months ended September 26, 2009 to 14.1% for the six months ended September 25, 2010.

Net interest expense for the quarter ended September 25, 2010 decreased by approximately $.2 million as compared to the same period in the prior year, and decreased from 1.1% to .7% as a percentage of sales for the same periods. The weighted average debt outstanding for the quarter ended September 25, 2010 decreased by approximately $14 million as compared to the quarter ended September 26, 2009, primarily related to repayments made on the Company’s Revolving Credit Facility agreement. The weighted average interest rate was relatively flat as compared to the prior year.

Net interest expense for the six months ended September 25, 2010 decreased by approximately $.7 million as compared to the same period in the prior year, and decreased .5% as a percentage of sales for the same periods. Weighted average debt decreased by approximately $7 million and the weighted average interest rate declined by approximately 90 basis points as compared to the same period of the prior year.

The effective tax rate for the quarter ended September 25, 2010 and September 26, 2009 was 38.2% and 38.1%, respectively, of pre-tax income.

The effective tax rate for the six months ended September 25, 2010 and September 26, 2009 was 38.0% and 37.9%, respectively, of pre-tax income.

 

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Net income for the quarter ended September 25, 2010 of $13.3 million increased 33.2% from net income for the quarter ended September 26, 2009. Earnings per share on a diluted basis for the quarter ended September 25, 2010 increased 28.6%.

For the six months ended September 25, 2010, net income of $26.5 million increased 36.7% and diluted earnings per share increased 32.6%.

Capital Resources and Liquidity

Capital Resources

The Company’s primary capital requirements in fiscal year 2011 are the upgrading of facilities and systems and the funding of its store expansion program, including acquisitions of existing store chains. For the six months ended September 25, 2010, the Company’s primary capital requirements were divided between the funding of capital expenditures related to existing and greenfield stores totaling $6.6 million, and the funding of acquisitions totaling $7.1 million. Funds were provided primarily by cash flow from operations and bank financing.

The Company paid dividends of $3.7 million during the six months ended September 25, 2010. In April 2010, the Company’s Board of Directors declared its intention to pay a regular quarterly cash dividend of $.09 per common share or common share equivalent beginning with the first quarter of fiscal year 2011.

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 July 2005, the Company entered into a five-year, $125 million Revolving Credit Facility agreement with five banks. A sixth bank was added in June 2008. Interest only is payable monthly throughout the Credit Facility’s term. The facility included a provision allowing the Company to expand the amount of the overall facility to $160 million. Amendments in January 2007 and June 2008 were made to these amounts which increased the overall facility to $200 million and extended the expiration to January 2012. Currently, the committed sum is $163.3 million and the accordian feature is $36.7 million. Approximately $46.8 million was outstanding at September 25, 2010, including $16.8 million of outstanding letters of credit.

The Company has financed certain store properties and equipment with capital leases, which amount to $45.1 million and are due in installments through 2039.

The terms of the Credit Facility permit the payment of cash dividends not to exceed 25% of the preceding year’s net income, and allow stock buybacks subject to the Company being able to meet its existing financial covenants. The Agreement requires the maintenance of specified interest and rent coverage ratios and amounts of net worth. At September 25, 2010, the Company is in compliance with the applicable debt covenants, and does not foresee a risk of being out of compliance for the foreseeable future. These agreements permit mortgages and specific lease financing arrangements with other parties with certain limitations.

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. The Company entered into three $10 million interest rate swap agreements in July 2008 which expired in July 2010.

The purpose of these agreements was to limit the interest rate exposure in the Company’s floating rate debt. Fixed rates under these agreements ranged from 3.27% to 3.29%.

Recent Accounting Pronouncements

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements, from those disclosed in the Company’s 2010 Annual Report on Form 10-K.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from potential changes in interest rates. At September 25, 2010 and March 27, 2010, approximately 2% and 58%, respectively, of the Company’s long-term debt, excluding capital leases, was at fixed interest rates and therefore, the fair value is affected by changes in market interest rates. The Company’s cash flow exposure on floating rate debt, which is not supported by interest rate swap agreements, would result in interest expense fluctuating approximately $.3 million based upon the Company’s debt position at quarter ended September 25, 2010 and $.2 million for fiscal year ended March 27, 2010, given a 1% change in LIBOR.

The Company regularly evaluates these risks and had entered into three interest rate swap agreements, which expired in July 2010, with an aggregate notional amount of $30.0 million. These agreements limited the interest rate exposure on the Company’s floating rate debt, related specifically to the Revolving Credit Facility, via the exchange of fixed and floating rate interest payments periodically over the life of the agreements without the exchange of the underlying principal amount. The fixed rates paid by the Company under these agreements ranged from 3.27% to 3.29%.

The Company believes the amount of risk and the use of derivative financial instruments described above are not material to the Company’s financial condition or results of operations.

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 Securities 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 25, 2010 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 1. Legal Proceedings

The Company is not a party or subject to any legal proceedings other than certain claims and lawsuits that arise in the normal course of its business. The Company does not believe that such claims or lawsuits, individually or in the aggregate, will have a material adverse effect on its financial condition or results of operations.

Item 1A. Risk Factors

There have been no changes to the risk factors described in the Company’s previously filed Annual Report on Form 10-K for the fiscal year ended March 27, 2010.

Item 4. Removed and Reserved

Item 6. Exhibits

a. Exhibits

 

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: October 29, 2010   By  

/s/ Robert G. Gross

    Robert G. Gross
    Chief Executive Officer and Chairman of the Board
DATE: October 29, 2010   By  

/s/ Catherine D’Amico

    Catherine D’Amico
    Executive Vice President-Finance, Treasurer and Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

  

Page No.

 
31.1    Certification of Robert G. Gross pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      20   
31.2    Certification of Catherine D’Amico pursuant to Section 302 of the Sarbanes-Oxley Act of 2002      21   
32.1    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002      22   

 

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