Monro Muffler Brake, Inc. 11-K
Table of Contents

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, 2004

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


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 TO FINANCIAL STATEMENTS AND SCHEDULE

         
    Page No.
Report of Independent Accountants
    3  
Financial Statements
     
    4  
    5  
    6  
Supplemental Schedule
       
    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.
       
    11  
    12  
Exhibit 23.1 Consent of Independent Accountants
    13  
 EX-23.1 Consent

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INDEPENDENT AUDITORS’ REPORT

The Participants and Administrator of
Monro Muffler Brake, Inc. Profit Sharing Plan

We have audited the accompanying statement of net assets available for plan benefits of the Monro Muffler Brake, Inc. Profit Sharing Plan as of March 31, 2004 and 2003 and the related statement of changes in net assets available for plan benefits for the year ended March 31, 2004. 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 audit.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board and auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Monro Muffler Brake, Inc. Profit Sharing Plan as of March 31, 2004 and 2003, and the changes of net assets available for plan benefits for the year ended March 31, 2004, in conformity with accounting principles generally accepted in the United States of America.

Our audits of the Plan’s net assets available for plan benefits as of March 31, 2004 and 2003 and the related statement of changes in net assets available for plan benefits for the year ended March 31, 2004, were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the schedule of assets (held at end of year) as of March 31, 2004 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 information is the responsibility of the Plan’s management. The supplemental information has been subjected to the auditing procedures applied in the audit of the basic financial statements for the year ended March 31, 2004, and in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ Davie Kaplan Chapman & Braverman, PC.

August 20, 2004

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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

                 
    March 31,
    2004
  2003
Assets
               
Cash and cash equivalents
  $ 6,202     $ 9,559  
 
   
 
     
 
 
Investments, at fair value
    17,114,891       12,377,733  
 
   
 
     
 
 
Receivables:
               
Employer’s contributions
    122,120       119,571  
Participants’ contributions
    133,617       122,020  
Loans receivable
    667,775       612,955  
 
   
 
     
 
 
Total receivables
    923,512       854,546  
 
   
 
     
 
 
Total assets
    18,044,605       13,241,838  
Liabilities
               
Accrued expenses
    27,537       35,093  
 
   
 
     
 
 
Net assets available for plan benefits
  $ 18,017,068     $ 13,206,745  
 
   
 
     
 
 

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

         
    Year ended March 31,
    2004
Additions to net assets attributed to:
       
Contributions:
       
Employer
  $ 482,546  
Participants
    1,587,271  
Rollover
    193,881  
 
   
 
 
Total contributions
    2,263,698  
 
   
 
 
Investment Income:
       
Net appreciation in fair value of investments:
       
Mutual funds
    2,868,982  
Common stocks
    293,263  
 
   
 
 
 
    3,162,245  
Dividend income
    214,796  
Interest income
    35,200  
 
   
 
 
Total investment income
    3,412,241  
 
   
 
 
Total additions
    5,675,939  
 
   
 
 
Deductions from net assets attributed to:
       
Benefits paid to participants
    838,803  
Administrative expenses
    26,813  
 
   
 
 
Total deductions
    865,616  
 
   
 
 
Increase in net assets available for benefits
    4,810,323  
Net assets available for plan benefits:
       
Beginning of year
    13,206,745  
 
   
 
 
End of year
  $ 18,017,068  
 
   
 
 

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

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 30% 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. For the year ended March 31, 2004, the Company did not make a “Profit Sharing Contribution.”

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

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 $26,000 and $29,000 for the years ended March 31, 2004 and 2003, respectively. At March 31, 2004 and 2003, remaining forfeitures available to offset future contributions were approximately $6,000 and $9,000, 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 $349,000 and $467,000 were granted during the years ended March 31, 2004 and 2003, 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

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.

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NOTE 3 — INVESTMENTS:

The following table presents the fair values of investments held by the Plan’s trustees. Investments that represent five percent or more of the Plan’s net assets available for benefits are separately identified.

MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

                 
    March 31,
    2004
  2003
Common stocks
  $ 693,509     $ 376,394  
Mutual funds
               
Stock Index
    1,507,160       797,901  
High Quality Bond
    597,658       981,234  
Intermediate Horizon SAF *
    3,848,488       3,405,871  
Intermediate/Long Horizon SAF *
    1,884,388       1,420,986  
Long Horizon SAF *
    2,836,038       1,737,174  
Value & Income
    809,439       479,275  
Growth & Income
    806,064       503,282  
Equity Growth
    832,373       446,053  
Special Equity
    849,299       495,416  
International Equity
    756,957       443,880  
Other
    1,693,518       1,290,267  
 
   
 
     
 
 
Total Mutual Funds
    16,421,382       12,001,339  
 
   
 
     
 
 
 
  $ 17,114,891     $ 12,377,733  
 
   
 
     
 
 

* SAF — Strategic Allocation Fund

NOTE 4 — PARTY-IN-INTEREST TRANSACTIONS:

The Plan held investments in Company securities with a fair value of approximately $693,000 and $376,000 as of March 31, 2004 and 2003, respectively.

NOTE 5 — BENEFIT OBLIGATIONS:

Benefit obligations for persons who have withdrawn from participation in the Plan were approximately $2,194,000 and $1,852,000 at March 31, 2004 and 2003, 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.

NOTE 7 — RELATED PARTY TRANSACTIONS

The Plan invests in shares of mutual funds managed by an affiliate of Diversified Investment Advisors. Diversified acts as trustee for only those investments as defined by the Plan. Transactions in such investments qualify as party-in-interest transactions, which are exempt from prohibited transaction rules.

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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN

Form 5500, Schedule H, Part IV, Question 4I — Schedule of Assets (Held at End of Year)
EIN # 16-0838627, Plan #001
March 31, 2004

                                 
        (b)   (c)        
        Identity of Issuer,   Description of Investment, including   (c)   (e)
        Borrower, Lessor or   Maturity Date, Rate of Interest,   Number of Units   Current
(a)
  Similar Party
  Collateral, Par or Maturity Value
  Or Principal
  Value
  *    
Diversified Investment
  Money Market Fund   53,840, Mutual Funds   $ 572,017  
  *    
Diversified Investment
  High Quality Bond Fund   50,735, Mutual Funds     597,658  
  *    
Diversified Investment
  Core Bond Fund   34,683, Mutual Funds     442,905  
  *    
Diversified Investment
  Stock Index   171,658, Mutual Funds     1,507,160  
  *    
Diversified Investment
  Value & Income Fund   35,147, Mutual Funds     809,439  
  *    
Diversified Investment
  Growth & Income Fund   45,956, Mutual Funds     806,064  
  *    
Diversified Investment
  Equity Growth Fund   46,684, Mutual Funds     832,373  
  *    
Diversified Investment
  Special Equity Fund   34,067, Mutual Funds     849,299  
  *    
Diversified Investment
  International Equity Fund   54,932, Mutual Funds     756,957  
  *    
Diversified Investment
  Short Horizon SAF   31,509, Mutual Funds     345,651  
  *    
Diversified Investment
  Short/Intermediate Horizon SAF   34,113, Mutual Funds     332,945  
  *    
Diversified Investment
  Intermediate Horizon SAF   343,616, Mutual Funds     3,848,488  
  *    
Diversified Investment
  Intermediate/Long Horizon SAF   166,025, Mutual Funds     1,884,388  
  *    
Diversified Investment
  Long Horizon SAF   292,979, Mutual Funds     2,836,038  
  *    
Diversified Investment
  Monro Stock Fund   20,779, Common Stock     693,509  
       
 
                   
 
 
       
 
                    17,114,891  
       
 
                   
 
 
       
Participant Loans
                       
             Notes receivable maturing through March 2009 at 5.0% - 10.5%         667,775  
       
 
                   
 
 
       
 
                  $ 17,782,666  
       
 
                   
 
 

* Party-in-interest

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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, 2004   By /s/ Catherine D’Amico
   
      Catherine D’Amico
      Executive Vice President — Finance and
      Chief Financial Officer

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EXHIBIT INDEX

     
Exhibit    
23.1
  Consent of Davie Kaplan Chapman & Braverman, PC, Independent Accountants, dated September 24, 2004
 
   

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