UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____ to _____
Commission File Number 0-19357
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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
(Full title of the plan)
MONRO MUFFLER BRAKE, INC.
200 HOLLEDER PARKWAY
ROCHESTER, NY 14615
(Name of issuer of the securities held pursuant to the
plan and address of its principal executive office)
MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
INDEX
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PAGE NO.
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Report of Independent Accountants 3
Financial Statements
Statements of Net Assets Available for Plan Benefits as of
March 31, 2002 and March 31, 2001 4
Statement of Changes in Net Assets Available for Plan Benefits
for the year ended March 31, 2002 5
Notes to Financial Statements 6
Supplemental Schedule:
Schedule of Assets (Held at End of Year) (Schedule H, Part IV (1))
March 31, 2002 10
All other schedules required by Section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA
have been omitted because they are not applicable.
Signature 11
Exhibit Index 12
Exhibit 23 - Consent of Independent Accountants 13
Exhibit 99.1 - Certification Pursuant to 18 U.S.C. Section 1350 14
* * *
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
Monro Muffler Brake, Inc. Profit Sharing Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of Monro Muffler Brake, Inc. Profit Sharing Plan (the "Plan") at
March 31, 2002 and 2001, and the changes in net assets available for plan
benefits for the year ended March 31, 2002 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
September 13, 2002
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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
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MARCH 31,
---------
2002 2001
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ASSETS
Cash and cash equivalents $ 11,888 $ 8,567
----------------- ------------------
Investments, at fair value 13,680,906 12,574,365
----------------- ------------------
Receivables:
Participants' contributions 93,358 129,855
Employer's contributions 93,600 109,500
Loans receivable 354,728 199,813
----------------- ------------------
Total receivables 541,686 439,168
----------------- ------------------
Net assets available for plan benefits $14,234,480 $13,022,100
================= ==================
The accompanying notes are an integral part of the financial statements.
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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
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YEAR ENDED MARCH 31,
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2002
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ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions:
Employer $ 390,978
Participants 1,333,418
Rollover 41,378
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Total contributions 1,765,774
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Investment Income:
Net appreciation in fair value of investments:
Common stocks 54,896
Mutual funds 192,647
--------------------
247,543
Interest income 23,987
--------------------
Total additions 2,037,304
--------------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 780,302
Administrative expenses 44,622
--------------------
Total deductions 824,924
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Increase in net assets available for benefits 1,212,380
Net assets available for plan benefits:
Beginning of year 13,022,100
--------------------
End of year $14,234,480
====================
The accompanying notes are an integral part of the financial statements.
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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 1 - DESCRIPTION OF THE PLAN:
The following brief description of the Monro Muffler Brake, Inc. Profit Sharing
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan documents for more complete information.
GENERAL
Monro Muffler Brake, Inc. (the employer and Plan sponsor) (the "Company")
voluntarily contributes funds to provide for retirement, termination, disability
and death benefits of plan participants.
On November 18, 1999, the Board of Directors approved amending the Plan to add a
401(k) salary deferral option. Prior to this amendment, participant fund
balances consisted solely of employer-contributed Profit Sharing amounts
adjusted for related gains/losses. In connection with this amendment, a new
trustee (the "Trustee") and custodian were appointed by the Board of Directors.
Plan assets are invested in funds designated by each participant. Participant
contributions under the 401(k) salary deferral option began in March 2000. The
legal effective date of the Plan amendment was March 1, 2000.
PARTICIPATION
Full-time, permanent employees of Monro Muffler Brake, Inc. become participants
of the Plan on the first of the month following the completion of 90 days of
service. To participate, an employee must be 21 years of age. The Plan is
subject to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
CONTRIBUTIONS
Participants may contribute from 1% to 15% of their annual pre-tax compensation.
Participants may also contribute amounts representing rollovers from other
qualified plans. Contributions are subject to certain limitations as required
under the Internal Revenue Code.
Participants' contributions are matched ("401(k) Matching Contributions") by the
Company in an amount determined by the Board of Directors of the Company. The
Board has currently decided to match the amount of $.50 for every dollar
contributed, up to 4% of the participant's pre-tax compensation. The Company
does not make a matching contribution on employee contributions greater than 4%.
Additionally, the Company may contribute to the Plan an additional amount,
either in the form of a "Profit Sharing Contribution", or in the form of an
additional match on 401(k) participant contributions, based on the sole
discretion of the Board of Directors.
VESTING
Profit Sharing Contributions are allocated by the custodian based on the
proportionate share of wages earned by each participant in relation to the total
qualified wages for all participants in the Plan.
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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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Participants are immediately vested in their own salary reduction contributions
plus actual earnings thereon. Vesting in the Company 401(k) Matching
Contribution portion of their accounts, plus actual earnings thereon, is based
on years of service as defined in the Plan. A participant vests 25% at the end
of his/her second year of service, and an additional 25% each year thereafter.
Participants become 100% vested in the Company's Profit Sharing Contributions at
the end of five years of service with no vesting in prior years.
Forfeited balances of terminated participants' nonvested accounts are used to
reduce future Company contributions and to pay administrative expenses of the
Plan. Forfeited accounts used to reduce company contributions amounted to
approximately $35,000 and $67,000 for the years ended March 31, 2002 and 2001,
respectively. At March 31, 2002 and 2001, remaining forfeitures available to
offset future contributions were approximately $11,000 and $8,000, respectively.
INVESTMENT OPTIONS
All investment options are participant-directed. Participants may change their
investment options daily.
PARTICIPANT LOANS
Participants may borrow from their 401(k) and profit sharing fund accounts in
various amounts as specified by the Plan. Loans must be a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50% of their vested account
balances. Loan terms range from one to five years, or up to ten years for
purchase of a primary residence. The loans are secured by the balance in the
participant's account and bear interest at a rate commensurate with local
prevailing rates as determined by the Benefits Committee. Principal and interest
are paid ratably through payroll deductions. Loans of approximately $279,000 and
$205,000 were granted during the years ended March 31, 2002 and 2001,
respectively.
ADMINISTRATION
The Monro Muffler Brake, Inc. Benefits Committee is solely responsible for the
general administration of the Plan and carrying out the Plan provisions. The
Company reserves the right, by action of the Board of Directors, to discontinue
contributions and terminate the Plan at any time. In the event of a termination
of the Plan, each participant shall immediately become fully vested. The Trustee
of the Plan's assets is Investors Bank & Trust Company of Boston. The custodian
is Diversified Investment Advisors.
ADMINISTRATIVE EXPENSES
Plan expenses are primarily paid by the Plan.
BENEFIT PAYMENTS
Benefits are recorded when paid.
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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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NOTE 2 - SUMMARY OF ACCOUNTING PRINCIPLES AND PRACTICES:
BASIS OF ACCOUNTING
The financial statements of the Plan have been prepared using the accrual basis
of accounting in conformity with accounting principles generally accepted in the
United States.
REVENUE RECOGNITION
Income on plan assets is accrued when earned, and gains or losses on the
disposition of such assets are recorded when realized.
VALUATION OF INVESTMENT ASSETS
Plan assets are reported at fair market value measured by quoted prices in an
active market as of the Plan year-end date. Mutual fund investments are valued
at net asset value representing the value at which shares of the fund may be
purchased or redeemed.
The Plan presents, in the Statement of Changes in Net Assets, the net
appreciation (depreciation) in the fair value of its investments, which consists
of the realized gains or losses and the unrealized appreciation (depreciation)
of those investments.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of net assets
available for benefits and changes therein. Actual results could differ from
those estimates.
RISKS AND UNCERTAINTIES
Investment securities are exposed to various risks, such as interest rate and
market risks. Due to the level of risk associated with certain investments and
the level of uncertainty related to changes in the value of investments, it is
at least reasonably possible that changes in risk in the near term would
materially affect participants' account balances and the amount reported in the
Statement of Net Assets Available for Plan Benefits and the Statement of Changes
in Net Assets Available for Plan Benefits.
NOTE 3 - INVESTMENTS:
The following table presents the fair values of investments held by the Plan's
trustees. Investments that represent five per cent or more of the Plan's net
assets available for benefits are separately identified.
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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
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MARCH 31,
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2002 2001
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COMMON STOCKS $ 183,958 $ 104,713
MUTUAL FUNDS
Stock Index 941,977 895,352
High Quality Bond 824,453 584,005
Intermediate Horizon SAF * 4,320,716 4,646,799
Intermediate/Long Horizon SAF * 1,496,595 1,743,997
Long Horizon SAF * 1,783,056 1,310,132
Other 4,130,151 3,289,367
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TOTAL MUTUAL FUNDS 13,496,948 12,469,652
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$13,680,906 $12,574,365
================== ==================
* SAF - Strategic Allocation Fund
NOTE 4 - PARTY-IN-INTEREST TRANSACTIONS:
The Plan held investments in Company securities with a fair value of
approximately $184,000 and $105,000 as of March 31, 2002 and 2001, respectively.
NOTE 5 - BENEFIT OBLIGATIONS:
Benefit obligations for persons who have withdrawn from participation in the
Plan were approximately $1,797,000 and $1,632,000 at March 31, 2002 and 2001,
respectively.
NOTE 6 - FEDERAL INCOME TAX STATUS:
The Plan administrator has obtained a favorable determination letter from the
Internal Revenue Service, which qualifies the Plan under Section 401(a) of the
Internal Revenue Code (the "Code"). The Plan has been amended since receiving
the determination letter. However, the Plan administrator believes that the Plan
is designed and is currently being operated in compliance with the applicable
requirements of the Code. The Plan has applied for a new determination letter
prompted by a series of changes in the Code that affect qualified retirement
plans.
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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
SCHEDULE OF ASSETS (HELD AT END OF YEAR) SCHEDULE H
MARCH 31, 2002 PAGE 1 OF 1
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DIVERSIFIED INVESTMENT ADVISORS
IDENTITY OF ISSUE,
BORROWER, LESSOR DESCRIPTION CURRENT
OR SIMILAR PARTY OF INVESTMENT VALUE
----------------------------------------------------- ------------------ ---------------
Diversified Investment Money Market Fund Mutual Funds $ 546,396
Diversified Investment High Quality Bond Fund Mutual Funds 824,453
Diversified Investment Core Bond Fund Mutual Funds 293,047
Diversified Investment Stock Index Mutual Funds 941,977
Diversified Investment Value & Income Fund Mutual Funds 510,223
Diversified Investment Growth & Income Fund Mutual Funds 618,968
Diversified Investment Equity Growth Fund Mutual Funds 509,322
Diversified Investment Special Equity Fund Mutual Funds 639,407
Diversified Investment International Equity Fund Mutual Funds 508,319
Diversified Investment Short Horizon SAF * Mutual Funds 88,093
Diversified Investment Short/Intermediate Horizon SAF * Mutual Funds 4,320,716
Diversified Investment Intermediate Horizon SAF * Mutual Funds 1,496,595
Diversified Investment Intermediate/Long Horizon SAF * Mutual Funds 416,376
Diversified Investment Long Horizon SAF * Mutual Funds 1,783,056
Diversified Investment Monro Stock Fund ** Mutual Funds 183,958
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Total Assets $ 13,680,906
===============
* SAF - Strategic Allocation Fund
** Indicates a party-in-interest to the Plan
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Monro
Muffler Brake, Inc., as Administrator, has duly caused this Annual Report to be
signed on its behalf by the undersigned hereunto duly authorized.
Monro Muffler Brake, Inc.
AS ADMINISTRATOR OF
Monro Muffler Brake, Inc.
Profit Sharing Plan
DATE: September 27, 2002 By /s/ Catherine D'Amico
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Catherine D'Amico
Executive Vice President - Finance and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
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23 Consent of PricewaterhouseCoopers LLP, Independent Accountants, dated
September 26, 2002
99.1 Certification Pursuant to 18 U.S.C. Section 1350
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