Monro Muffler Brake, Inc. 11-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended March 31, 2006
OR
     
o   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.  
    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  

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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, 2006 and 2005 and the related statement of changes in net assets available for plan benefits for the year ended March 31, 2006. 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 (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. 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, 2006 and 2005, and the changes of net assets available for plan benefits for the year ended March 31, 2006, 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, 2006 and 2005 and the related statement of changes in net assets available for plan benefits for the year ended March 31, 2006, 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, 2006 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, 2006, 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, P.C.
September 07, 2006

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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
 
                 
    March 31,  
    2006     2005  
Assets
               
 
               
Investments
  $ 24,616,625     $ 20,191,908  
 
           
 
               
Cash and cash equivalents
    12,881       11,036  
 
           
 
               
Receivables:
               
 
               
Employer’s contributions
    150,549       139,009  
 
               
Participants’ contributions
    138,507       131,987  
 
           
 
               
Total receivables
    289,056       270,996  
 
           
 
               
Total assets
    24,918,562       20,473,940  
 
               
Liabilities
               
 
               
Accrued expenses
    35,739       21,074  
 
           
Net assets available for plan benefits
  $ 24,882,823     $ 20,452,866  
 
           
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,  
    2006  
Additions to net assets attributed to:
       
 
       
Contributions:
       
Employer
  $ 596,080  
Participant
    2,004,149  
Rollover
    404,584  
 
     
Total contributions
    3,004,813  
 
     
 
       
Investment Income:
       
Net appreciation in fair value of investments:
       
Mutual funds
    1,924,506  
Common stocks
    353,136  
 
     
 
    2,277,642  
Dividend income
    461,258  
Interest income
    54,609  
 
     
Total investment income
    2,793,509  
 
     
Total additions
    5,798,322  
 
     
 
       
Deductions from net assets attributed to:
       
 
       
Benefits paid to participants
    1,317,131  
Administrative expenses
    51,234  
 
     
Total deductions
    1,368,365  
 
     
 
       
Increase in net assets available for benefits
    4,429,957  
 
       
Net assets available for plan benefits:
       
 
       
Beginning of year
    20,452,866  
 
     
 
       
End of year
  $ 24,882,823  
 
     
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.
Participants must complete 1,000 hours of service in order to be eligible to receive the employer match. Participants must also be employed at the end of the Plan quarter in which they are to receive an employer match.
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, 2006, the Company did not make a “Profit Sharing Contribution.”
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
 
Vesting
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 $19,000 and $11,000 for the years ended March 31, 2006 and 2005, respectively. At March 31, 2006 and 2005, remaining forfeitures available to offset future contributions were approximately $13,000 and $11,000, 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 $770,000 and $564,000 were granted during the years ended March 31, 2006 and 2005, 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 and custodian of the Plan’s assets is Investors Bank & Trust Company of Boston. The investment manager of the Plan 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 in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation of those investments.
Participant loans are valued at cost, which approximates fair value.
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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MONRO MUFFLER BRAKE, INC.
PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
 
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.
                 
    March 31,  
    2006     2005  
Common stocks
  $ 1,231,240     $ **  
Mutual funds
               
Stock Index
    2,071,295       1,739,535  
Intermediate Horizon SAF*
    3,517,685       3,198,853  
Intermediate/Long Horizon SAF*
    2,828,365       2,415,812  
Long Horizon SAF*
    4,431,595       3,598,297  
Value & Income
    1,388,636       1,136,142  
Special Equity
    1,469,425       **  
International Equity
    1,424,511       **  
Other Investments under 5%
    6,253,873       8,103,269  
 
           
Total Investments
  $ 24,616,625     $ 20,191,908  
 
           
*   SAF — Strategic Allocation Fund
 
**   Less than 5%
NOTE 4 — PARTY-IN-INTEREST TRANSACTIONS:
The Plan held investments in Company securities with a fair value of approximately $1,231,000 and $813,000 as of March 31, 2006 and 2005, respectively.
NOTE 5 — BENEFIT OBLIGATIONS:
Benefit obligations for persons who have withdrawn from participation in the Plan were approximately $3,109,000 and $2,102,000 at March 31, 2006 and 2005, respectively.
NOTE 6 — FEDERAL INCOME TAX STATUS:
The Plan administrator has obtained a favorable determination letter dated February 19, 2003 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.
NOTE 8 — RECLASSIFICATION
Certain reclassifications have been made in the 2005 financial statements to conform to the classifications used in 2006.

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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, 2006
                     
(a)   (b)   (c)   (d)   (e)
    Identity of Issuer,   Description of Investment, including        
    Borrower, Lessor or   Maturity Date, Rate of Interest,   Number of Units   Current
    Similar Party   Collateral, Par or Maturity Value   or Principal   Value
 
 
                   
*
  Diversified Investment   Money Market Fund   52,757, Mutual Funds   $ 560,625  
 
                   
*
  Diversified Investment   High Quality Bond Fund   60,726, Mutual Funds     685,600  
 
                   
*
  Diversified Investment   Core Bond Fund   41,958, Mutual Funds     510,214  
 
                   
*
  Diversified Investment   Stock Index Fund   205,486, Mutual Funds     2,071,295  
 
                   
*
  Diversified Investment   Value & Income Fund   55,746, Mutual Funds     1,388,636  
 
                   
*
  Diversified Investment   Growth & Income Fund   55,472, Mutual Funds     1,171,571  
 
                   
*
  Diversified Investment   Equity Growth Fund   55,721, Mutual Funds     1,164,018  
 
                   
*
  Diversified Investment   Special Equity Fund   53,884, Mutual Funds     1,469,425  
 
                   
*
  Diversified Investment   International Equity Fund   81,634, Mutual Funds     1,424,511  
 
                   
*
  Diversified Investment   Short Horizon SAF   56,290, Mutual Funds     598,929  
 
                   
*
  Diversified Investment   Intermediate Horizon SAF   297,856, Mutual Funds     3,517,685  
 
                   
*
  Diversified Investment   Intermediate/Long Horizon SAF   221,833, Mutual Funds     2,828,365  
 
                   
*
  Diversified Investment   Short/Intermediate SAF   50,885, Mutual Funds     506,304  
 
                   
*
  Diversified Investment   Long Horizon SAF   391,138, Mutual Funds     4,431,595  
 
                   
*
  Diversified Investment   Monro Stock Fund   25,408, Common Stock     1,231,240  
 
                   
 
  Participant Loans   Interest rates range between 5.00% to 10.00%, maturing through July 2015         1,056,612  
 
                   
 
              $ 24,616,625  
 
                   
*   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, 2006
  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 27, 2006

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