(MARK ONE) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
|
For Fiscal Year Ended March 29,
2008
|
||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
New York | 16-0838627 | |
(State of incorporation) | (I.R.S. Employer Identification No.) | |
200 Holleder Parkway, | ||
Rochester, New York | 14615 | |
(Address of principal executive offices) | (Zip code) |
Large accelerated
filer
o
|
Accelerated filer þ |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Item 1. | Business |
Service Stores | Tire Stores | Total Company | ||||||||||||||||||||||
FY08 | FY07 | FY08 | FY07 | FY08 | FY07 | |||||||||||||||||||
Brakes
|
28 | % | 28 | % | 12 | % | 11 | % | 22 | % | 23 | % | ||||||||||||
Exhaust
|
11 | 12 | 1 | 1 | 7 | 8 | ||||||||||||||||||
Steering
|
15 | 15 | 12 | 11 | 14 | 14 | ||||||||||||||||||
Tires
|
11 | 10 | 53 | 54 | 26 | 24 | ||||||||||||||||||
Maintenance
|
35 | 35 | 22 | 23 | 31 | 31 | ||||||||||||||||||
Total
|
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||||
1
2
Year Ended Fiscal March | ||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | ||||||||||||||||
Stores open at beginning of year
|
698 | 625 | 626 | 595 | 560 | |||||||||||||||
Stores added during year
|
31 | (f) | 84 | (e) | 10 | (d) | 35 | (c) | 40 | (b) | ||||||||||
Stores closed during year(a)
|
(9 | ) | (11 | ) | (11 | ) | (4 | ) | (5 | ) | ||||||||||
Stores open at end of year
|
720 | 698 | 625 | 626 | 595 | |||||||||||||||
Service (including BJs) stores
|
579 | 584 | 544 | 546 | 525 | |||||||||||||||
Tire stores
|
141 | 114 | 81 | 80 | 70 | |||||||||||||||
(a) | Generally, stores were closed because they failed to achieve or maintain an acceptable level of profitability or because a new Company store was opened in the same market at a more favorable location. | |
(b) | Includes 26 stores acquired in the Mr. Tire Acquisition and 12 stores opened in BJs Wholesale Club locations. | |
(c) | Includes 15 stores acquired in the Henderson and Rice Acquisitions and 16 stores opened in BJs Wholesale Club locations. | |
(d) | Includes four stores opened in BJs Wholesale Club locations. | |
(e) | Includes 75 stores acquired in the ProCare Acquisition and three stores opened in BJs Wholesale Club locations. | |
(f) | Includes 11 stores acquired in the Valley Forge Acquisition, eight stores acquired in the Craven Acquisition and seven stores acquired in the Broad Elm Acquisition. |
3
4
| T otal Customer Satisfaction | |
| R espect, Recognize and Reward (employees who are committed to these values) | |
| U nparalleled Quality and Integrity | |
| S uperior Value and | |
| T eamwork |
5
Average
|
||||||||||||||||
Number
|
||||||||||||||||
Average
|
Average
|
of Stock
|
||||||||||||||
Number
|
Square
|
Average
|
Keeping
|
|||||||||||||
of Bays | Feet | Inventory | Units (SKUs) | |||||||||||||
Service stores (excluding BJs and ProCare)
|
6 | 4,400 | $ | 89,000 | 2,800 | |||||||||||
Tire stores
|
7 | 5,800 | $ | 128,000 | 1,600 |
6
7
8
9
Item 1A. | Risk Factors |
10
11
| our ability to obtain additional financing for working capital, capital expenditures, store renovations, acquisitions or general corporate purposes may be impaired in the future; | |
| our failure to comply with the financial and other restrictive covenants governing our debt, which, among other things, require us to maintain a minimum net worth, comply with certain financial ratios and limit our ability to incur additional debt and sell assets, could result in an event of default that, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations; and | |
| our exposure to certain financial market risks, including fluctuations in interest rates associated with bank borrowings could become more significant. |
12
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
Item 3. | Legal Proceedings |
Item 4. | Submission of Matters to a Vote of Security Holders |
13
62
Item 5.
Market
for the Companys Common Equity and Related Stockholder
Matters
Fiscal 2008
Fiscal 2007
High
Low
High
Low
$
26.00
$
22.79
$
26.40
$
21.35
$
26.14
$
21.83
$
23.16
$
19.72
$
23.54
$
18.94
$
25.54
$
21.44
$
19.88
$
14.70
$
25.51
$
22.00
Total Number of
Approximate
Shares Purchased
Dollar Value of
Total Number
Average
as Part of Publicly
Shares that May Yet
of Shares
Price Paid
Announced
be Purchased Under
Purchased(1)
per Share
Program(3)
the Program(3)
369,143
$
17.97
369,143
$
1,798,000
102,500
$
17.77
102,500
471,643
$
17.93
471,643
(1)
Shares purchased during the quarter include purchases pursuant
to a publicly announced repurchase program (see footnotes 2 and
3 below).
14
Table of Contents
(2)
In January 2007, the Board of Directors approved a share
repurchase program authorizing the Company to purchase up to
$30 million of its common stock at market prices. The share
repurchase program had a term of 12 months.
(3)
In November 2007, the Board of Directors approved a share
repurchase program authorizing the Company to purchase up to an
additional $30 million of its common stock at market
prices. The share repurchase program has a term of
12 months.
15
Table of Contents
*
$100 invested on 3/31/03 in
stock or index-including reinvestment of dividends. Fiscal year
ending March 31.
Copyright
©
2008, Standard & Poors, a division of The
McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm
3/03
3/04
3/05
3/06
3/07
3/08
100.00
178.50
184.36
266.63
253.88
185.30
100.00
137.77
161.65
179.91
192.50
204.92
100.00
138.29
150.07
197.38
211.98
145.39
16
Table of Contents
Item 6.
Selected
Financial Data
Year Ended Fiscal March
2008
2007
2006
2005
2004
(Amounts in thousands, except per share data)
$
439,389
$
417,226
$
368,727
$
337,409
$
279,457
264,783
250,804
220,915
200,616
165,412
174,606
166,422
147,812
136,793
114,045
137,145
126,439
108,030
102,379
84,708
563
1,051
925
765
304
(1,670
)
(2,846
)
(973
)
221
39
136,038
124,644
107,982
103,365
85,051
38,568
41,778
39,830
33,428
28,994
5,753
4,564
3,478
2,549
2,613
(798
)
2,529
(454
)
(523
)
(295
)
33,613
34,685
36,806
31,402
26,676
11,692
12,414
14,140
11,733
10,136
$
21,921
$
22,271
$
22,666
$
19,669
$
16,540
$
1.08
$
1.07
$
1.12
$
1.00
$
.85
$
1.00
$
.97
$
1.01
$
.90
$
.77
Basic(b)
20,024
20,818
20,296
19,654
19,431
21,871
22,878
22,533
21,843
21,599
$
.23
$
.17
$
.10
5.3
%
13.2
%
9.3
%
20.7
%
8.3
%
1.2
%
3.2
%
1.7
%
2.0
%
4.7
%
698
625
626
595
560
720
698
625
626
595
$
20,574
$
22,319
$
16,005
$
18,586
$
14,327
$
34,562
$
29,338
$
31,949
$
27,719
$
30,144
370,469
339,758
303,395
284,985
259,343
122,585
52,525
46,327
55,438
68,763
174,848
215,119
192,990
167,489
138,993
(a)
See Note 10 for calculation of basic and diluted earnings
per share.
(b)
Adjusted in fiscal year 2004 2007 for the effect of
the Companys October 2007 three-for-two stock split.
(c)
Includes Company-operated stores only no dealer
locations.
(d)
Comparable store sales data is calculated based on the change in
sales of only those stores open as of the beginning of the
preceding fiscal year.
17
Table of Contents
(e)
Amount does not include the funding of the purchase price
related to the Mr. Tire Acquisition in fiscal 2004, the
Rice and Henderson Acquisitions in fiscal 2005, the ProCare
Acquisition in fiscal 2007 or the Valley Forge, Craven or Broad
Elm Acquisitions in fiscal 2008.
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
Year Ended Fiscal March
2008
2007
2006
100.0
%
100.0
%
100.0
%
60.3
60.1
59.9
39.7
39.9
40.1
31.2
30.3
29.3
.1
.3
.3
(.4
)
(.7
)
(.3
)
8.8
10.0
10.8
1.3
1.1
.9
(.2
)
.6
(.1
)
7.7
8.3
10.0
2.7
3.0
3.8
5.0
%
5.3
%
6.2
%
18
Table of Contents
19
Table of Contents
20
Table of Contents
21
Table of Contents
22
Table of Contents
23
Table of Contents
24
Table of Contents
25
Table of Contents
Within
Within 2 to
Within 4 to
After
Total
1 Year
3 Years
5 Years
5 Years
(Dollars in thousands)
$
89,733
$
0
$
0
$
89,073
$
660
34,455
1,603
3,501
3,445
25,906
104,348
23,440
35,255
21,220
24,433
124,563
44,740
79,823
0
0
$
353,099
$
69,783
$
118,579
$
113,738
$
50,999
(1)
The total amount of unrecognized tax benefits were
$3.9 million at March 29, 2008.
26
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures about Market Risk
27
Item 8
.
Financial
Statements and Supplementary Data
Page
29
30
31
32
33
34
61
EX-3.01C
EX-10.03E
EX-10.08C
EX-10.81C
EX-21.01
EX-23.01
EX-24.01
EX-31.1
EX-31.2
EX-32.1
28
Table of Contents
29
Table of Contents
March 29,
March 31,
2008
2007
(Dollars in thousands)
$
2,108
$
965
2,116
2,225
66,183
62,398
3,840
4,378
18,626
18,605
92,873
88,571
338,970
327,303
(154,786
)
(143,054
)
184,184
184,249
71,472
52,897
18,764
14,041
3,176
$
370,469
$
339,758
$
1,603
$
1,368
27,257
27,211
914
1,580
10,596
10,697
6,356
7,122
4,086
3,555
7,499
7,700
58,311
59,233
122,585
52,525
6,944
6,937
4,729
5,524
420
3,052
195,621
124,639
97
97
217
143
(62,160
)
(2,143
)
66,756
62,866
(1,182
)
(1,478
)
171,120
155,634
174,848
215,119
$
370,469
$
339,758
30
Table of Contents
Year Ended Fiscal March
2008
2007
2006
(Amounts in thousands,
except per share data)
$
439,389
$
417,226
$
368,727
264,783
250,804
220,915
174,606
166,422
147,812
137,145
126,439
108,030
563
1,051
925
(1,670
)
(2,846
)
(973
)
136,038
124,644
107,982
38,568
41,778
39,830
5,753
4,564
3,478
(798
)
2,529
(454
)
33,613
34,685
36,806
11,692
12,414
14,140
$
21,921
$
22,271
$
22,666
$
1.08
$
1.07
$
1.12
$
1.00
$
.97
$
1.01
20,024
20,818
20,296
21,871
22,878
22,533
31
Table of Contents
Class C
Accumulated
Convertible
Additional
Other
Preferred
Common
Treasury
Paid-In
Retained
Comprehensive
Stock
Stock
Stock
Capital
Earnings
Income
Total
(Dollars in thousands)
$
97
$
137
$
(1,831
)
$
52,484
$
116,619
$
(17
)
$
167,489
22,666
22,666
17
17
22,683
(102
)
(102
)
(2,035
)
(2,035
)
711
711
1
2,232
2,233
2
1,917
1,919
20
20
297
297
(225
)
(225
)
97
140
(2,056
)
57,661
137,148
0
192,990
22,271
22,271
(1,478
)
(1,478
)
(175
)
(175
)
(3,610
)
(3,610
)
1,076
1,076
3
3,606
3,609
523
523
(87
)
(87
)
97
143
(2,143
)
62,866
155,634
(1,478
)
215,119
21,921
21,921
296
296
22,217
(230
)
(230
)
(4,570
)
(4,570
)
587
587
2
1,542
1,544
72
(72
)
0
1,761
1,761
(60,017
)
(60,017
)
(1,563
)
(1,563
)
$
97
$
217
$
(62,160
)
$
66,756
$
171,120
$
(1,182
)
$
174,848
(1)
Components of comprehensive income are reported net of related
taxes of $197, $985 and $11 in fiscal years 2008, 2007 and 2006,
respectively.
(2)
CSE Common stock equivalent
32
Table of Contents
Year Ended Fiscal March
2008
2007
2006
(Dollars in thousands)
Increase (Decrease) in Cash
$
21,921
$
22,271
$
22,666
20,421
20,322
17,776
2,796
1,761
523
297
(148
)
(511
)
(1,268
)
816
(806
)
(1,670
)
(1,946
)
(973
)
(900
)
109
(499
)
436
(2,820
)
(974
)
(4,498
)
305
(1,484
)
(1,283
)
(461
)
(7,935
)
(1,377
)
(61
)
1,250
1,906
(1,498
)
3,562
311
636
719
1,966
(408
)
297
(653
)
133
15,031
16,036
13,102
36,952
38,307
35,768
(20,574
)
(22,319
)
(16,005
)
(20,243
)
(13,109
)
1,084
4,029
3,029
450
450
(900
)
(700
)
5,000
(5,000
)
(2,000
)
(39,733
)
(25,949
)
(21,126
)
193,630
127,338
206,450
(126,581
)
(142,759
)
(219,990
)
(60,017
)
(87
)
(225
)
1,544
3,609
1,919
2,233
148
511
(4,800
)
(3,785
)
(2,137
)
3,924
(15,173
)
(11,750
)
1,143
(2,815
)
2,892
965
3,780
888
$
2,108
$
965
$
3,780
33
Table of Contents
Year Ended
Fiscal March
2008
2007
2006
22
%
23
%
24
%
7
8
11
14
14
14
26
24
23
31
31
28
100
%
100
%
100
%
34
Table of Contents
35
Table of Contents
36
Table of Contents
37
Table of Contents
Year Ended
Fiscal March
2006
(Dollars in thousands,
except per share data)
$
22,666
272
(1,740
)
$
21,198
$
1.12
$
1.05
$
1.01
$
.94
Expected life of an award is based on historical experience and
on the terms and conditions of the stock awards granted to
employees;
Expected volatility is measured using historical changes in the
market price of the Companys common stock;
Risk-free interest rate is equivalent to the implied yield on
zero-coupon U.S. Treasury bonds with a remaining maturity
equal to the expected term of the awards;
Forfeitures are based substantially on the history of
cancellations of similar awards granted by the Company in prior
years; and,
Dividend yield is based on historical experience and expected
future changes.
38
Table of Contents
Year Ended Fiscal March
2008
2007
2006
4.45%
4.98%
4.14%
5 years
6 years
6 years
28.3%
28.6%
28.4%
1.45%
1.37%
1.53%
39
Table of Contents
40
Table of Contents
Before Adoption of
SFAS 158 Adoption
After Adoption of
SFAS 158
Adjustments
SFAS 158
(Dollars in Thousands)
$
3,393
$
985
$
4,378
87,586
985
88,571
16,504
(2,463
)
14,041
341,236
(1,478
)
339,758
0
1,478
1,478
216,597
1,478
215,119
341,236
1,478
339,758
41
Table of Contents
42
Table of Contents
Year Ended Fiscal March
2008
2007
(Dollars in thousands)
$
6,222
$
6,374
2,700
1,850
1,748
1,601
1,748
1,125
1,575
1,484
1,207
1,125
813
1,806
2,283
1,275
1,488
807
$
18,626
$
18,605
March 29, 2008
March 31, 2007
Assets
Assets
Under
Under
Assets
Capital
Assets
Capital
Owned
Lease
Total
Owned
Lease
Total
(Dollars in thousands)
$
41,721
$
41,721
$
40,261
$
40,261
133,775
$
31,338
165,113
128,154
$
31,252
159,406
118,470
118,470
113,790
113,790
12,518
80
12,598
12,460
80
12,540
1,068
1,068
1,306
1,306
307,552
31,418
338,970
295,971
31,332
327,303
147,990
6,796
154,786
137,592
5,462
143,054
$
159,562
$
24,622
$
184,184
$
158,379
$
25,870
$
184,249
43
Table of Contents
(Dollars in thousands)
$
37,766
15,131
52,897
18,575
$
71,472
Year Ended Fiscal March
2008
2007
Gross
Gross
Carrying
Accumulated
Carrying
Accumulated
Amount
Amortization
Amount
Amortization
$
6,314
$
1,175
$
4,111
$
756
2,322
2,322
2,322
2,240
436
400
436
337
9,072
3,897
6,869
3,333
9,223
6,872
3,343
2,493
1,023
1,140
13,589
10,505
$
22,661
$
3,897
$
17,374
$
3,333
44
Table of Contents
(Dollars in thousands)
$
493
490
490
398
390
2,914
$
5,175
March 29,
March 31,
2008
2007
(Dollars in thousands)
$
89,073
$
20,500
660
660
34,455
32,715
18
124,188
53,893
1,603
1,368
$
122,585
$
52,525
(a)
The London Interbank Offered Rate (LIBOR) at March 29, 2008
was 2.71%.
45
Table of Contents
Capital Leases
Aggregate
Imputed
All Other
Amount
Interest
Debt
Total
(Dollars in thousands)
$
4,823
$
(3,220
)
$
1,603
4,817
(3,031
)
1,786
4,531
(2,816
)
1,715
4,280
(2,661
)
$
89,073
90,692
4,321
(2,495
)
1,826
40,310
(14,404
)
660
26,566
$
124,188
March 29, 2008
March 31, 2007
Notional
Carrying
Fair
Notional
Carrying
Fair
Amount
Amount
Value
Amount
Amount
Value
(Dollars in thousands)
$
89,733
$
89,541
$
21,178
$
20,941
46
Table of Contents
Year Ended Fiscal March
2008
2007
2006
(Dollars in thousands)
$
12,125
$
10,542
$
13,754
835
1,056
1,192
12,960
11,598
14,946
(1,248
)
913
(695
)
(20
)
(97
)
(111
)
(1,268
)
816
(806
)
$
11,692
$
12,414
$
14,140
March 29,
March 31,
March 25,
2008
2007
2006
(Dollars in thousands)
$
(2,384
)
$
(1,377
)
$
(1,036
)
(1,231
)
(997
)
(1,924
)
(839
)
(624
)
(731
)
(168
)
(2,830
)
(4,183
)
(136
)
(124
)
(104
)
(4,758
)
(5,952
)
(7,978
)
2,384
1,949
1,480
2,363
2,593
2,961
1,742
1,157
932
1,422
1,679
1,560
744
684
494
729
367
566
694
2,023
1,360
914
11,774
9,988
9,035
(78
)
11,774
9,910
9,035
$
7,016
$
3,958
$
1,057
47
Table of Contents
Year Ended Fiscal March
2008
2007
2006
Amount
Percent
Amount
Percent
Amount
Percent
(Dollars in thousands)
$
11,765
35.0
$
12,140
35.0
$
12,882
35.0
541
1.6
623
1.8
703
1.9
(614
)
(1.8
)
(349
)
(1.0
)
555
1.5
$
11,692
34.8
$
12,414
35.8
$
14,140
38.4
48
Table of Contents
Class C
Common
Convertible
Stock
Preferred
Treasury
Shares
Stock Shares
Stock
Issued
Issued
Shares
13,702,455
65,000
325,200
100,000
174,175
6,428
13,976,630
65,000
331,628
365,421
2,500
14,342,051
65,000
334,128
7,219,595
280,445
122,213
2,707,819
21,683,859
65,000
3,322,392
49
Table of Contents
50
Table of Contents
Weighted Average
Available
Exercise Price
Outstanding
Exercisable
For Grant
$
5.94
2,379,684
1,927,889
589,533
615,000
$
17.52
505,970
47,870
(505,970
)
864,200
$
7.33
(261,263
)
(261,263
)
$
12.17
(55,122
)
(9,427
)
59,870
$
8.44
2,569,269
2,569,269
758,433
$
23.38
236,945
47,870
(236,945
)
4,500
$
6.58
(548,132
)
(548,132
)
$
19.76
(21,816
)
(10,041
)
21,547
$
10.37
2,236,266
2,063,466
543,035
582,000
$
21.97
716,958
141,630
(716,958
)
41,709
$
9.03
(170,834
)
(170,834
)
$
19.62
(35,611
)
(17,689
)
18,873
$
13.36
2,746,779
2,058,282
426,950
Weighted Average
Grant-Date Fair Value
Shares
(per Share)
0
189,075
$
7.83
(4,500
)
$
6.07
(11,775
)
$
7.99
172,800
$
7.87
716,958
$
6.36
(183,339
)
$
7.09
(17,922
)
$
7.54
688,497
$
6.54
51
Table of Contents
Options Outstanding
Options Exercisable
Weighted
Weighted
Weighted
Average
Average
Average
Range of
Shares
Remaining
Exercise
Shares
Exercise
Under Option
Life
Price
Under Option
Price
740,670
0.81
$
3.50
740,670
$
3.50
507,638
3.98
$
7.70
507,638
$
7.70
572,765
3.33
$
16.67
538,765
$
16.62
925,706
5.75
$
22.30
271,209
$
22.29
Year Ended Fiscal March
2008
2007
2006
(Amounts in thousands, except per share data)
$
21,921
$
22,271
$
22,666
(230
)
(175
)
(102
)
$
21,691
$
22,096
$
22,564
20,024
20,818
20,296
1,013
1,013
1,013
834
1,047
1,224
21,871
22,878
22,533
$
1.08
$
1.07
$
1.12
$
1.00
$
.97
$
1.01
52
Table of Contents
Less
Sublease
Leases
Income
Net
(Dollars in thousands)
$
24,340
$
(900
)
$
23,440
20,529
(544
)
19,985
15,547
(277
)
15,270
12,668
(210
)
12,458
8,922
(160
)
8,762
24,824
(391
)
24,433
$
106,830
$
(2,482
)
$
104,348
53
Table of Contents
54
Table of Contents
Year Ended
Fiscal March
2008
2007
$
14,986
$
13,683
246
1,870
(490
)
(567
)
14,742
14,986
12,493
12,699
728
718
(1,332
)
(357
)
(490
)
(567
)
11,399
12,493
$
3,343
$
2,493
55
Table of Contents
Year Ended
Fiscal March
2008
2007
(Dollars in thousands)
$
0
$
0
0
0
493
(2,463
)
$
493
$
(2,463
)
Year Ended Fiscal March
2008
2007
2006
$
728
$
718
$
702
(1,178
)
(1,075
)
(994
)
93
286
383
$
(357
)
$
(71
)
$
91
Year Ended
Fiscal March
2008
2007
6.75
%
6.00
%
Year Ended Fiscal March
2008
2007
2006
6.00
%
5.75
%
5.75
%
8.00
%
8.00
%
8.00
%
Year Ended
Fiscal March
2008
2007
4.6
%
1.8
%
38.4
%
38.2
%
57.0
%
60.0
%
100.0
%
100.0
%
56
Table of Contents
Year Ended
Fiscal March
(Dollars in thousands)
$
550
533
523
552
563
3,234
$
5,955
57
Table of Contents
$
4,661,000
18,124,000
(20,243,000
)
$
2,542,000
$
23,135,000
15,152,000
(1,600,000
)
(13,109,000
)
$
23,578,000
58
Table of Contents
Year Ended Fiscal March
2008
2007
2006
(Dollars in thousands)
$
5,369
$
4,471
$
3,373
$
12,394
$
10,510
$
12,977
59
Table of Contents
60
Table of Contents
Fiscal Quarter Ended
June
Sept.
Dec.
March
2007
2007
2007
2008
(Amounts in thousands, except per share data)
$
107,622
$
112,043
$
112,514
$
107,211
60,945
66,505
70,065
67,270
46,677
45,538
42,449
39,941
32,636
33,757
34,328
36,424
123
140
149
151
53
101
(1,006
)
(819
)
32,812
33,998
33,471
35,756
13,865
11,540
8,978
4,185
1,189
1,255
1,508
1,801
(415
)
(155
)
(114
)
(114
)
13,091
10,440
7,584
2,498
4,909
3,939
2,282
562
$
8,182
$
6,501
$
5,302
$
1,936
$
.39
$
.31
$
.27
$
.10
$
.36
$
.29
$
.25
$
.10
20,952
20,866
19,718
18,464
22,910
22,791
21,553
20,168
61
Table of Contents
June
Sept.
Dec.
March
2006
2006
2006
2007
(Amounts in thousands, except per share data)
$
98,445
$
107,285
$
103,787
$
107,708
57,409
63,181
63,436
66,777
41,036
44,104
40,351
40,931
29,612
32,108
30,282
34,437
281
337
325
107
(873
)
(807
)
85
(1,250
)
29,020
31,638
30,692
33,294
12,016
12,466
9,659
7,637
636
895
1,833
1,200
(35
)
2,618
41
(95
)
11,415
8,953
7,785
6,532
3,853
3,357
2,919
2,285
$
7,562
$
5,596
$
4,866
$
4,247
$
.37
$
.27
$
.23
$
.20
$
.33
$
.25
$
.21
$
.19
20,558
20,772
20,297
21,002
22,822
22,804
22,924
22,992
(a)
Earnings per share for each period was computed by dividing net
income by the weighted average number of shares of Common Stock
and Common Stock Equivalents outstanding during the respective
quarters.
(b)
There were no material, extraordinary, unusual or infrequently
occurring items recognized in the fourth quarter of fiscal 2007.
Fiscal 2007 was a 53 week year.
Table of Contents
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
63
Table of Contents
64
Table of Contents
Item 10.
Directors
and Executive Officers of the Company
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions and Director
Independence
Item 14.
Principal
Accounting Fees and Services
65
Table of Contents
Item 15.
Exhibits,
Financial Statement Schedules
66
Table of Contents
(Registrant)
By
Executive Vice President-Finance
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
*By
/s/
Robert G.
Gross
67
Table of Contents
Exhibit No.
Document
Restated Certificate of Incorporation of the Company, dated July 23, 1991, with Certificate
of Amendment, dated November 1, 1991. (1992 Form 10-K, Exhibit No. 3.01)
Certificate of Change of the Certificate of Incorporation of the Company, dated January 26,
1996. (August 2004 Form S-3, Exhibit 4.1(b))
Certificate of Amendment to Restated Certificate of Incorporation, dated April 15, 2004.
(August 2004 Form S-3, Exhibit No. 4.1(c))
Certificate of Amendment to Restated Certificate of Incorporation, dated October 10, 2007.
Restated By-Laws of the Company, dated July 23, 1991. (Amendment No. 1, Exhibit No. 3.04)
2007 Stock Incentive Plan, effective as of June 29, 2007. (May 2008 Form S-8, Exhibit No.
4)**
Amendment No. 1 to the 2007 Stock Incentive Plan, dated August 9, 2007. (May 2008 Form S-8,
Exhibit No. 4.1)**
Amendment No. 2 to the 2007 Stock Incentive Plan, dated September 27, 2007. (May 2008 Form
S-8, Exhibit No. 4.2)**
1994 Non-Employee Directors Stock Option Plan. (March 2001 Form S-8, Exhibit No. 4.1)**
Amendment, dated as of May 12, 1997, to the 1994 Non-Employee Directors Stock Option Plan.
(March 2001 Form S-8, Exhibit No. 4.2)**
Amendment, dated as of May 18, 1999, to the 1994 Non-Employee Directors Stock Option Plan.
(March 2001 Form S-8, Exhibit No. 4.3)**
Amendment, dated as of August 2, 1999, to the 1994 Non-Employee Directors Stock Option
Plan. (2002 Form 10-K, Exhibit No. 10.02c)**
Amendment, dated as of June 12, 2002, to the 1994 Non-Employee Directors Stock Option
Plan. (2002 Form 10-K, Exhibit No. 10.02d)**
1989 Employees Incentive Stock Option Plan, as amended through December 23, 1992.
(December 1992 Form S-8, Exhibit No. 4.3)**
Amendment, dated as of January 25, 1994, to the 1989 Employees Incentive Stock Option
Plan. (1994 Form 10-K, Exhibit No. 10.03a and March 2001 Form S-8, Exhibit No. 4.2)**
Amendment, dated as of May 17, 1995, to the 1989 Employees Incentive Stock Option Plan.
(1995 Form 10-K, Exhibit No. 10.03b and March 2001 Form S-8, Exhibit No. 4.3) **
Amendment, dated as of May 12, 1997, to the 1989 Employees Incentive Stock Option Plan.
(1997 Form 10-K, Exhibit No. 10.03c and March 2001 Form S-8, Exhibit No. 4.4)**
Table of Contents
Exhibit No.
Document
Amendment, dated as of January 29, 1998, to the 1989 Employees Incentive Stock Option
Plan. (1998 Form 10-K, Exhibit No. 10.03d)**
Amendment, dated as of September 26, 2007, to the 1989 Employees Incentive Stock Option
Plan.**
GUST Amendment and Restatement of the Monro Muffler Brake, Inc. Retirement Plan, dated April
1, 2002. (2007 Form 10-K, Exhibit No. 10.04)**
Amendment No. 1 to GUST Restatement, dated as of July 31, 2002. (2007 Form 10-K, Exhibit
No. 10.04a) **
Amendment No. 2 to GUST Restatement, dated July 31, 2002. (2007 Form 10-K, Exhibit No.
10.04b) **
Amendment No. 3 to GUST Restatement, dated March 29, 2005. (2007 Form 10-K, Exhibit No.
10.04c) **
Amendment No 4 to GUST Restatement, dated December 21, 2006. (2007 Form 10-K, Exhibit No.
10.04d) **
Profit Sharing Plan, amended and restated as of April 1, 1993. (1995 Form 10-K, Exhibit No.
10.05)**
Amendment, dated as of March 1, 2000, to the Profit Sharing Plan. (June 2001 Form S-8,
Exhibit No. 4)**
Employment Agreement, dated October 1, 2007, between the Company and Robert G. Gross.
(October 2007 Form 8-K, Exhibit No. 99.1)**
Employment Agreement, dated January 10, 2008 and effective January 1, 2008, between the
Company and Joseph Tomarchio, Jr. (January 2008 Form 8-K, Exhibit No. 99.1)**
1998 Employee Stock Option Plan, effective November 18, 1998. (December 1998 Form 10-Q,
Exhibit No. 10.3 and March 2001 Form S-8, Exhibit No. 4)**
Amendment, dated May 20, 2003, to the 1998 Employee Stock Option Plan. (2004 Form 10-K,
Exhibit No. 10.08a)**
Amendment, dated June 8, 2005, to the 1998 Employee Stock Option Plan. (April 2006 Form
S-8 for the 1998 Plan, Exhibit No. 4.2)**
Amendment, dated September 26, 2007, to the 1998 Employee Stock Option Plan.**
Kimmel Automotive, Inc. Pension Plan, as amended and restated effective January 1, 1989,
adopted December 29, 1994. (2003 Form 10-K, Exhibit No. 10.09)**
First amendment, dated January 1, 1989, to the Kimmel Automotive, Inc. Pension Plan. (2003
Form 10-K, Exhibit
No. 10.09a)**
Second amendment, dated January 1, 1989, to the Kimmel Automotive Pension Plan. (2003 Form
10-K, Exhibit No. 10.09b)**
Table of Contents
Exhibit No.
Document
Third amendment, dated May 2001, to the Kimmel Automotive, Inc. Pension Plan. (2003 Form
10-K, Exhibit No. 10.09c)**
2003 Non-Employee Directors Stock Option Plan, effective August 5, 2003. (2004 Form 10-K,
Exhibit No. 10.10)**
Amendment, dated June 8, 2005, to the 2003 Non-Employee Directors Stock Option Plan.
(April 2006 Form S-8 for the 2003 Plan, Exhibit No. 4.1)**
Credit Agreement, dated as of July 13, 2005, by and among the Company, Charter One Bank,
N.A., as Administrative Agent, and certain lenders party thereto. (June 2005 Form 10-Q,
Exhibit No. 10.1)
Amendment No. 1 to Credit Agreement, dated January 12, 2007, by and among the Company,
Charter One Bank, N.A., as Administrative Agent and certain lenders party thereto. (December
2006 Form 10-Q, Exhibit 10.11a)
Amendment No. 2 to Credit Agreement, dated June 6, 2008, by and among Monro Muffler Brake,
Inc. and RBS Citizens, N.A. (successor by merger to Charter One Bank, N.A.), as Administrative
Agent for lenders party thereto. (June 2008 Form 8-K, Exhibit No. 10.11b)
Security Agreement, dated as of July 13, 2005, by and among the Company, Monro Service
Corporation, Monro Leasing, LLC and Charter One Bank, N.A., as Administrative Agent for the
lenders party to the Credit Agreement. (June 2005 Form 10-Q, Exhibit No. 10.2)
Guaranty, dated as of July 13, 2005, of Monro Service Corporation. (June 2005 Form
10-Q, Exhibit No. 10.3)
Negative Pledge Agreement, dated as of July 13, 2005, by and among the Company, Monro
Service Corporation, Monro Leasing, LLC and Charter One Bank, N.A., as Administrative Agent
for the lenders party to the Credit Agreement. (June 2005 Form 10-Q, Exhibit No. 10.5)
Resale Restriction Agreement by and between the Company and each of its executive officers
and certain senior-level managers, effective as of March 24, 2006. (March 2006 Form 8-K/A,
Exhibit No. 10.1)
Mortgage Agreement, dated September 28, 1994, between the Company and the City of Rochester,
New York. (1995 Form 10-K, Exhibit No. 10.60)
Lease Agreement, dated October 11, 1994, between the Company and the City of Rochester, New
York. (1995 Form 10-K, Exhibit No. 10.61)
Amendment to Lease Agreement, dated September 19, 1995, between the Company and the County
of Monroe Industrial Development Agency. (September 1995 Form 10-Q, Exhibit No. 10.00)
Employment Agreement, dated January 10, 2008 and effective as of January 1, 2008, between
the Company and John W. Van Heel. (January 2008 Form 8-K, Exhibit No. 99.2)**
Employment Agreement, dated January 11, 2008 and effective as of January 1, 2008, between
the Company and Catherine DAmico. (January 2008 Form 8-K, Exhibit No. 99.3)**
Table of Contents
Exhibit No.
Document
Supply Agreement, by and between the Company and The Valvoline Company, dated July 10, 2006
and effective as of April 1, 2006. (September 2006 Form 10-Q, Exhibit 10.1)
Supply Agreement, dated as of April 11, 2007, by and between the Company, Monro Service
Corporation and AP Exhaust Products, Inc. (2007 Form 10-K, Exhibit No. 10.71)
Tenneco Automotive Ride Control Products Supply Agreement between Tenneco Automotive
Operating Company Inc. and Monro Service Corporation, effective July 1, 2001. (2002 Form
10-K, Exhibit No. 10.76)
Management Incentive Compensation Plan, effective as of June 1, 2002. (2002
Form 10-K, Exhibit No. 10.77)**
Agreement, dated January 1, 1998, between F&J Properties, Inc. and Mr. Tire, Inc., as
predecessor-in-interest to the Company, effective January 1, 1998, with respect to Store No.
750. (2004 Form 10-K, Exhibit No. 10.79)
Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the
Company, with respect to Store No. 750. (2004 Form 10-K, Exhibit No. 10.79a)
Landlords Consent and Estoppel Certificate, dated as of February 27, 2004, by F&J
Properties, Inc., with respect to Store No. 750. (2004 Form 10-K, Exhibit No. 10.79b)
Renewal letter, dated April 16, 2007, from the Company to F & J Properties, Inc. with
respect to Store 750. (2007 Form 10-K, Exhibit No. 10.79c)
Agreement, dated January 1, 1997, between The Three Marquees and Mr. Tire, Inc., as
predecessor-in-interest to the Company, with respect to Store No. 753. (2004 Form 10-K,
Exhibit No. 10.80)
Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the
Company, with respect to Store No. 753. (2004 Form 10-K, Exhibit No. 10.80a)
Landlords Consent and Estoppel Certificate, dated as of February 27, 2004, by The Three
Marquees, with respect to Store No. 753. (2004 Form 10-K, Exhibit No. 10.80b)
Renewal Letter, dated March 6, 2006, from the Company to The Three Marquees, with respect
to Store No. 753. (2006 Form 10-K, Exhibit No. 10.80c)
Agreement, dated April 1, 1998, between 425 Manchester Road, LLC and Mr. Tire, Inc., as
predecessor-in-interest to the Company, with respect to Store No. 754. (2004 Form 10-K,
Exhibit No. 10.81)
Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the
Company, with respect to Store No. 754. (2004 Form 10-K, Exhibit No. 10.81a)
Landlords Consent and Estoppel Certificate, dated as of February 27, 2004, by 425
Manchester Road, LLC, with respect to Store No. 754. (2004 Form 10-K, Exhibit No. 10.81b)
Renewal Letter, dated June 8, 2007, from the Company to 425 Manchester Road LLC, with
respect to Store No. 754.
Table of Contents
Exhibit No.
Document
Agreement, dated January 1, 1997, between The Three Marquees and Mr. Tire, Inc., as
predecessor-in-interest to the Company, with respect to Store No. 756. (2004 Form 10-K,
Exhibit No. 10.82)
Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the
Company, with respect to Store No. 756. (2004 Form 10-K, Exhibit No. 10.82a)
Landlords Consent and Estoppel Certificate, dated as of February 27, 2004, by The Three
Marquees, with respect to Store No. 756. (2004 Form 10-K, Exhibit No. 10.82b)
Renewal Letter, dated March 6, 2006, from the Company to The Three Marquees with respect to
Store 756. (2006 Form 10-K, Exhibit No. 10.82c)
Agreement, dated January 1, 1997, between The Three Marquees and Mr. Tire, Inc., as
predecessor-in-interest to the Company, with respect to Store No. 758. (2004 Form 10-K,
Exhibit No. 10.83)
Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the
Company, with respect to Store No. 758. (2004 Form 10-K, Exhibit No. 10.83a)
Landlords Consent and Estoppel Certificate, dated as of February 27, 2004, by The Three
Marquees, with respect to Store No. 758. (2004 Form 10-K, Exhibit No. 10.83b)
Renewal Letter, dated March 6, 2006, from the Company to The Three Marquees, with
respect to Store No. 758. (2006 Form 10-K, Exhibit No. 10.83c)
Agreement, dated September 2, 1999, between LPR Associates and Mr. Tire, Inc., as
predecessor-in-interest to the Company, with respect to Store No. 765. (2004 Form 10-K,
Exhibit No. 10.84)
Assignment and Assumption of Lease, dated March 1, 2004, between Mr. Tire, Inc. and the
Company, with respect to Store No. 765. (2004 Form 10-K, Exhibit No. 10.84a)
Landlords Consent and Estoppel Certificate, dated as of February 27, 2004, by LPR
Associates, with respect to Store No. 765. (2004 Form 10-K, Exhibit No. 10.84b)
Monro Muffler Brake, Inc. Warrant to Purchase Common Stock, dated March 1, 2004, between the
Company and Atlantic Automotive Corp. (2004 Form 10-K, Exhibit No. 10.85)
Supply Agreement by and between the Company and Wagner Brake, a division of Federal-Mogul
Corporation, dated as of November 2, 2004 and effective as of February 1, 2005. (December 2004
Form 10-Q, Exhibit No. 10.86)
Subsidiaries of the Company.
Consent of PricewaterhouseCoopers LLP.
Powers of Attorney.
Certification of Robert G. Gross, President and Chief Executive Officer.
Certification of Catherine DAmico, Executive Vice President Finance and Chief
Financial Officer.
Table of Contents
Exhibit No.
Document
Certification Pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of
2002).
**
Management contract or compensatory plan or arrangement required to be filed as an exhibit to
this Form 10-K pursuant to Item 14(c) hereof.
An asterisk * following an exhibit number indicates that the exhibit is incorporated
herein by reference to an exhibit to one of the following documents: (1) the Companys
Registration Statement on Form S-1 (Registration No. 33-41290), filed with the Securities
and Exchange Commission on June 19, 1991 (Form S-1); (2) Amendment No. 1 thereto, filed
July 22, 1991 (Amendment No. 1); (3) the Companys Annual Report on Form 10-K for the
fiscal year ended March 31, 1992 (1992 Form 10-K); (4) the Companys Registration
Statement on Form S-8, filed with the Securities and Exchange Commission on December 24,
1992 (December 1992 Form S-8); (5) the Companys Annual Report on Form 10-K for the
fiscal year ended March 31, 1994 (1994 Form 10-K); (6) the Companys Annual Report on
Form 10-K for the fiscal year ended March 31, 1995 (1995 Form 10-K); (7) the Companys
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995 (September
1995 Form 10-Q); (8) the Companys Annual Report on Form 10-K for the fiscal year ended
March 31, 1997 (1997 Form 10-K); (9) the Companys Annual Report on Form 10-K for the
fiscal year ended March 31, 1998 (1998 Form 10-K); (10) the Companys Quarterly Report on
Form 10-Q for the fiscal quarter ended December 31, 1998 (December 1998 Form 10-Q); (11)
the Companys Annual Report on Form 10-K for the fiscal year ended March 31, 2000 (2000
Form 10-K); (12) the Companys Registration Statements on Forms S-8, filed with the
Securities and Exchange Commission on March 22, 2001 (each a March 2001 Form S-8); (13)
the Companys Registration Statement on Form S-8, filed with the Securities and Exchange
Commission on June 26, 2001 (June 2001 Form S-8); (14) the Companys Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2001 (June 2001 Form 10-Q); (15) the
Companys Annual Report on Form 10-K for the fiscal year ended March 30, 2002 (2002 Form
10-K); (16) the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended
September 28, 2002 (September 2002 Form 10-Q); (17) the Companys Quarterly Report on
Form 10-Q for the fiscal quarter ended December 28, 2002 (December 2002 Form 10-Q); (18)
the Companys Annual Report on Form 10-K for the fiscal year ended March 28, 2003 (2003
Form 10-K); (19) the Companys Registration Statement on form S-3 (Registration No.
333-118176), filed with the Securities and Exchange Commission on August 12, 2004 (August
2004 Form S-3); (20) the Companys Quarterly Report on form 10-Q for the fiscal quarter
ended December 25, 2004 (December 2004 Form 10-Q); (21) the Companys Annual Report on
Form 10-K for the fiscal year ended March 27, 2004 (2004 Form 10-K); (22) the Companys
Current Report on Form 8-K, filed June 8, 2005 (June 2005 Form 8-K); (23) the Companys
Current Report on Form 8-K, filed July 14, 2005 (July 2005 Form 8-K); (24) the Companys
Quarterly Report on Form 10-Q for the fiscal quarter ended June 25, 2005 (June 2005 Form
10-Q); (25) the Companys Current Report on Form 8-K, filed February 7, 2006 (February
2006 Form 8-K); (26) the Companys Current Report on Form 8-K, filed March 31, 2006
(March 2006 Form 8-K/A); (27) the Companys Registration Statement on Form S-8
(Registration No. 333-133044) filed with the Securities and Exchange Commission on April 6,
2006. (April 2006 Form S-8 for 2003 Plan); (28) the Companys Registration Statement on
Form S-8 (Registration No. 333-133045) filed with the Securities and Exchange Commission on
April 6, 2006. (April 2006 Form S-8 for 1998 Plan); (29) the Companys Annual
Report on Form 10-K for the fiscal year ended March 25, 2006 (2006 Form 10-K); (30)
the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended September 23, 2006
(September 2006 Form 10-Q); (31) the Companys Quarterly Report on Form 10-Q for the
fiscal quarter ended December 23, 2006 (December 2006 Form 10-Q); (32) the Companys
Annual Report on Form 10-K for the fiscal year ended March 31, 2007 (2007 Form 10-K);
(33) the Companys Current Report on Form 8-K, filed October 4, 2007 (October 2007 Form
8-K); (34) the Companys Current Report on Form 8-K, filed January 14, 2008 (January 2008
Form 8-K); (35) the Companys Registration Statement on Form S-8 (Registration No.
333-151196) filed with the Securities
Table of Contents
and Exchange Commission on May 27, 2008 (May 2008
Form S-8); and (36) the Companys Current Report on Form 8, filed on June 11, 2008 (June
2008 Form 8-K). The appropriate document and exhibit number are indicated in parentheses.
/s/ Catherine DAmico | ||||
Name: | Catherine DAmico | |||
Title: |
Executive Vice President Finance,
Chief Financial Officer and Treasurer |
|||
/s/ John W. Van Heel | ||||
Name: | John W. Van Heel | |||
Title: |
Executive Vice President, Chief
Administrative Officer and Secretary |
1. | RESOLVED, that the first sentence of Section 5(a) shall be replaced in its entirety as follows: |
Each option, or any installment thereof, shall be exercised, whether in whole or in part, by giving written notice to the Company at its principal office, specifying the number of Shares purchased and the purchase price being paid, and accompanied by the payment of all or such part of the purchase price as shall be specified in the option, at the discretion of the optionholder, (i) with respect to any options issued hereunder, in cash (including check, bank draft or money order); or (ii) with respect only to options that do not qualify as incentive stock options: (a) by delivery of Shares (valued at the fair market value (as defined in Section 4 hereof) thereof on the date of exercise); (b) by delivery of a combination of cash and Shares or (c) subject to the terms and conditions established by the Committee, through the delivery of irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the aggregate purchase price for the Shares being purchased; provided, however, that the Committee may, in any instance, in order to prevent any possible violation of law, require the purchase price to be paid in cash; and provided, further, that the right to deliver Shares in payment of the purchase price may be limited or denied in any Option agreement. |
2. | The 1989 Employee Plan, except as otherwise set forth herein, shall remain in full force and effect in all other respects. |
RE:
|
Lease Agreement dated January 1, 1998 by and between 425 Manchester Road, L.L.C. (Landlord) and Monro Muffler Brake, Inc., as successor in interest to Mr. Tire, Inc. (Tenant) for premises situate at 425 Manchester Road, Westminster, MD [MMB #754] |
4/1/2008 3/31/2009
|
$ | 11,423.28 | ||
4/1/2009 3/31/2010
|
$ | 11,765.98 | ||
4/1/2010 3/31/2011
|
$ | 12,118.96 | ||
4/1/2011 3/31/2012
|
$ | 12,482.53 | ||
4/1/2012 3/31/2013
|
$ | 12,857.00 | ||
4/1/2013 3/31/2014
|
$ | 13,242.72 | ||
4/1/2014 3/31/2015
|
$ | 13,640.00 | ||
4/1/2015 3/31/2016
|
$ | 14,049.20 | ||
4/1/2016 3/31/2017
|
$ | 14,470.68 | ||
4/1/2017 3/31/2018
|
$ | 14,904.80 |
/s/ Richard A. Berenson
|
||
Richard A. Berenson
|
||
|
||
/s/ Frederick M. Danziger
|
||
Frederick M. Danziger
|
||
|
||
/s/ Donald Glickman
|
||
Donald Glickman
|
||
|
||
/s/ Peter J. Solomon
|
||
Peter J. Solomon
|
||
|
||
/s/ Lionel B. Spiro
|
||
Lionel B. Spiro
|
||
|
||
/s/ Francis R. Strawbridge
|
||
Francis R. Strawbridge
|
||
|
||
/s/ Elizabeth A. Wolszon
|
||
Elizabeth A. Wolszon
|
1. | I have reviewed this annual report on Form 10-K of Monro Muffler Brake, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
1. | I have reviewed this annual report on Form 10-K of Monro Muffler Brake, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
/s/ Robert
G. Gross
|
Dated: June 12, 2008 Chief Executive Officer and Chairman of the Board | |||
/s/ Catherine
DAmico
|
Dated: June 12, 2008 Executive Vice President Finance and Chief Financial Officer |