Midas 10-Q 2005 Q2 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended July 2, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File Number: 01-13409

MIDAS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	36-4180556
(State or Other Jurisdiction of Incorporation or Organization )	(I.R.S. Employer Identification No.)

1300 Arlington Heights Road, Itasca, Illinois	60143
(Address of Principal Executive Offices)	(Zip Code)

(630) 438-3000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2).    Yes  x    No  ¨

The number of shares of the Registrant’s Common Stock, $.001 par value per share, outstanding as of August 1, 2005 was 16,195,026.

PART I. FINANCIAL INFORMATION

Item 1: Condensed Financial Statements

MIDAS, INC.

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

(In millions, except for earnings per share)

	For the quarter ended fiscal June						For the six months ended fiscal June
	2005			2004			2005			2004
	(13 weeks)			(13 weeks)			(26 weeks)			(26 weeks)
Sales and revenues:
Franchise royalties and license fees	$	17.3		$	16.8		$	32.8		$	31.3
Real estate revenues		8.9			9.0			17.9			18.1
Company-operated shop retail sales		9.6			9.3			18.7			17.9
Replacement part sales and product royalties		13.6			16.2			28.8			30.3
Other		0.9			0.7			1.6			1.3
Total sales and revenues		50.3			52.0			99.8			98.9
Cost of sales and revenues:
Real estate cost of revenues		5.6			5.5			11.2			11.0
Company-operated shop cost of sales		2.3			1.8			4.4			3.3
Replacement part cost of sales		11.1			12.4			22.8			22.9
Warranty expense		1.9			2.4			3.7			4.5
Business transformation charges (inventory write-down)		4.1			—			4.1			—
Total cost of sales and revenues		25.0			22.1			46.2			41.7
Gross profit		25.3			29.9			53.6			57.2
Selling, general, and administrative expenses		23.0			23.4			45.5			45.4
Business transformation charges		5.4			—			5.5			—
Operating income (loss)		(3.1	)		6.5			2.6			11.8
Interest expense		(2.5	)		(2.5	)		(5.0	)		(7.6	)
Loss on early extinguishment of debt		—			—			—			(4.7	)
Gain on sale of assets		1.1			—			1.9			—
Other income, net		0.3			0.2			0.6			0.5
Income (loss) before income taxes		(4.2	)		4.2			0.1			—
Income tax expense (benefit)		(1.7	)		1.6			—			—
Net income (loss)	$	(2.5	)	$	2.6		$	0.1		$	—
Earnings (loss) per share:
Basic	$	(0.16	)	$	0.16		$	0.00		$	0.00
Diluted	$	(0.16	)	$	0.16		$	0.00		$	0.00
Average number of shares:
Common shares outstanding		15.8			15.3			15.8			15.2
Common stock warrants		0.1			0.3			0.1			0.3
Shares applicable to basic earnings		15.9			15.6			15.9			15.5
Equivalent shares on outstanding stock awards		—			0.6			0.7			0.6
Shares applicable to diluted earnings		15.9			16.2			16.6			16.1

See notes to condensed financial statements.

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MIDAS, INC.

CONDENSED BALANCE SHEETS

(In millions)

	Fiscal June 2005			Fiscal December 2004
	(Unaudited)
Assets:
Current assets:
Cash and cash equivalents	$	1.1		$	0.9
Receivables, net		35.5			33.4
Inventories, net		9.6			12.2
Deferred income taxes		11.4			9.0
Other current assets		5.7			6.8
Total current assets		63.3			62.3
Property and equipment, net		112.1			117.4
Deferred income taxes		61.6			62.2
Other assets		12.5			10.1
Total assets	$	249.5		$	252.0
Liabilities and equity:
Current liabilities:
Current portion of long-term obligations	$	7.9		$	7.9
Accounts payable		14.6			16.1
Accrued expenses		37.2			32.5
Total current liabilities		59.7			56.5
Long-term debt		59.5			63.0
Obligations under capital leases		4.6			5.1
Finance lease obligation		36.3			36.7
Accrued warranty		31.6			32.1
Other liabilities		7.7			9.7
Total liabilities		199.4			203.1
Shareholders’ equity:
Common stock ($.001 par value, 100 million shares authorized, 17.7 million shares and 17.6 million shares issued) and paid-in capital		20.2			21.4
Treasury stock, at cost (1.6 million shares and 1.8 million shares)		(36.0	)		(41.2	)
Unamortized restricted stock awards		(4.8	)		(2.2	)
Retained income		79.0			78.9
Cumulative other comprehensive loss		(8.3	)		(8.0	)
Total shareholders’ equity		50.1			48.9
Total liabilities and shareholders’ equity	$	249.5		$	252.0

See notes to condensed financial statements.

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MIDAS, INC.

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

(In millions)

	For the six months ended fiscal June
	2005			2004
Cash flows from operating activities:
Net income	$	0.1		$	—
Adjustments reconciling net income to net cash provided by (used in) operating activities:
Depreciation and amortization		6.2			6.8
Amortization of debt discount and financing fees		0.4			2.1
Business transformation charges (inventory write-down)		4.1			—
Business transformation charges		5.5			—
Gain on sale of assets		(1.9	)		—
Loss on early extinguishment of debt		—			4.7
Cash outlays for business transformation costs		(1.3	)		(6.0	)
Deferred income taxes		(1.8	)		0.7
Changes in assets and liabilities, exclusive of effects of business transformation charges, acquisitions and dispositions		(12.6	)		(2.5	)
Net cash provided by (used in) operating activities		(1.3	)		5.8
Cash flows from investing activities:
Capital investments		(1.0	)		(0.4	)
Cash paid for acquired businesses		(0.5	)		(0.4	)
Proceeds from sales of assets		8.3			—
Net cash provided by (used in) investing activities		6.8			(0.8	)
Cash flows from financing activities:
Principal payments of long-term debt		(5.2	)		(1.3	)
Borrowing under new debt agreements		—			60.0
Retirement of long term debt		—			(94.1	)
Net borrowings under revolving lines of credit		1.7			24.1
Cash payments for debt financing fees		—			(2.1	)
Payment of obligations under capital leases		(0.5	)		(0.7	)
Payment of obligations under finance lease		(0.4	)		(0.3	)
Cash received for common stock		3.7			3.0
Cash paid for treasury shares		(4.6	)		(0.4	)
Net cash used in financing activities		(5.3	)		(11.8	)
Net change in cash and cash equivalents		0.2			(6.8	)
Cash and cash equivalents at beginning of period		0.9			7.4
Cash and cash equivalents at end of period	$	1.1		$	0.6

See notes to condensed financial statements.

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MIDAS, INC.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

(In millions)

	Common Stock And Paid-in Capital				Treasury Stock					Unamortized Restricted Stock Awards			Retained Earnings		Comprehensive Income (Loss)
	Shares	Amount			Shares		Amount								Current			Cumulative
Fiscal year end 2004	17.6	$	21.4		(1.8	)	$	(41.2	)	$	(2.2	)	$	78.9				$	(8.0	)
Purchase of treasury shares	—		—		(0.2	)		(4.6	)		—			—					—
Stock option transactions(a)	—		(1.5	)	0.3			6.1			—			—					—
Tax benefit on restricted stock vesting	—		0.4		—			—			—			—					—
Restricted stock awards	—		(0.1	)	0.1			3.7			(3.6	)		—					—
Exercise of stock warrants	0.1		—		—			—			—			—					—
Amortization of restricted stock awards	—		—		—			—			1.0			—					—
Net income	—		—		—			—			—			0.1	$	0.1			—
Other comprehensive loss
—foreign currency translation adjustments	—		—		—			—			—			—		(0.3	)		(0.3	)
Comprehensive loss	—		—		—			—			—			—	$	(0.2	)		—
Fiscal second quarter end 2005	17.7	$	20.2		(1.6	)	$	(36.0	)	$	(4.8	)	$	79.0				$	(8.3	)

^(a) Common stock includes $0.9 million tax benefit from stock option exercises.

See notes to condensed financial statements.

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MIDAS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

1. Financial Statement Presentation

The condensed interim period financial statements presented herein do not include all of the information and disclosures customarily provided in annual financial statements and they have not been audited, as permitted by the rules and regulations of the Securities and Exchange Commission. The condensed interim period financial statements should be read in conjunction with the annual financial statements included in the annual report on Form 10-K for the fiscal year ended January 1, 2005. In the opinion of management, these financial statements have been prepared in conformity with accounting principles generally accepted in the United States and reflect all adjustments necessary for a fair statement of the results of operations and cash flows for the interim periods ended July 2, 2005 (“second quarter fiscal 2005”) and July 3, 2004 (“second quarter fiscal 2004”) and of its financial position as of July 2, 2005. All such adjustments are of a normal recurring nature. The results of operations for the second quarter fiscal 2005 and 2004 are not necessarily indicative of the results of operations for the full year.

The unaudited condensed financial statements present the consolidated financial information for Midas, Inc. and its wholly-owned subsidiaries (“Midas” or the “Company”). The unaudited condensed financial statements for the quarters ended July 2, 2005 and July 3, 2004 both cover a 13-week period. All significant inter-company balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made to the previously reported fiscal 2004 financial statements in order to provide consistency with the fiscal 2005 results. These reclassifications did not affect previously reported operating income, income before income taxes, net income or earnings per share.

Basic and diluted earnings per share were calculated based on the following share counts (in millions):

	For the quarter ended fiscal June		For the six months ended fiscal June
	2005	2004	2005	2004
Weighted-average common shares outstanding	15.8	15.3	15.8	15.2
Common stock warrants	0.1	0.3	0.1	0.3
Shares applicable to basic earnings	15.9	15.6	15.9	15.5
Effect of dilutive stock awards	—	0.6	0.7	0.6
Shares applicable to diluted earnings	15.9	16.2	16.6	16.1
Potential common share equivalents:
Stock options	1.8	1.6	1.3	1.6

Common share equivalents were excluded from diluted earnings per share in the quarter ended June 2005 as they would have had an anti-dilutive effect.

2. Supplemental Cash Flow Activity

Net cash flows from operating activities reflect cash payments and receipts for interest and taxes as follows (in millions):

	For the six months ended fiscal June
	2005			2004
Interest paid	$	4.4		$	4.8
Income tax refunds		(0.3	)		(0.4	)
Income taxes paid		0.8			0.1

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3. Inventories

Inventories, summarized by major classification, were as follows (in millions):

	Fiscal June 2005		Fiscal December 2004
	(Unaudited)
Raw materials and work in process, net of reserves	$	1.7	$	2.7
Finished goods, net of reserves		7.9		9.5
	$	9.6	$	12.2

4. Business Transformation Charges

The Company is in the process of transforming its business. As part of the Company’s business transformation, management has developed and implemented strategic initiatives that it believes will enhance its long-term competitive position. The Company believes these initiatives will enable it to reduce costs and enhance sustainable profitability while delivering critical products and services to its customers. These initiatives included the disposition of the assets of Parts Warehouse, Inc. (“PWI”), the closure and re-franchising of certain company-operated shops, the redesign of the Company’s wholesale parts distribution network, the exit from exhaust manufacturing and distribution, and the reduction of administrative expenses related to former operating activities. The implementation of these initiatives has had and will continue to have the effect of substantially lowering overall Company revenues and expenses. Furthermore, the implementation of the Company’s strategic initiatives has resulted in the Company recording substantial business transformation charges in the current and prior fiscal years to reflect the write-down of assets, the disposition of lease agreements, severance costs, and other related expenses.

During the second quarter of 2005, the Company finalized its plans to exit exhaust manufacturing and distribution. On May 4, 2005, the Company entered into an agreement appointing AutoZone, Inc. (“AutoZone”) as the exclusively endorsed supplier of Arvin brand exhaust products to Midas shops in the U.S. In the future, exhaust products in the U.S. will be supplied to AutoZone by the Light Vehicle Aftermarket division of ArvinMeritor and will replace Midas brand products currently manufactured by Midas and sold to Midas shops by AutoZone. In addition, under a separate agreement, ArvinMeritor agreed to purchase certain IPC brand exhaust assets from Midas.

Over the remainder of fiscal 2005, AutoZone and Arvin will convert all Midas dealers in the U.S. from Midas brand exhaust products to Arvin brand exhaust products. During this transition period, Midas will operate its Hartford, Wisconsin exhaust manufacturing facility and its exhaust distribution warehouse in Chicago, Illinois, in order to provide Midas brand exhaust products to Midas dealers prior to their ultimate conversion to Arvin exhaust. Midas expects to close its Hartford manufacturing facility during the third quarter and expects to liquidate all exhaust-related manufacturing equipment prior to the end of fiscal 2005. In addition, the Company expects to cease operations in its Chicago distribution facility by the end of fiscal 2005. When completed, Midas expects that its exit from the manufacturing and distribution of exhaust products will result in a reduction in total company revenues and an increase in the Company’s operating margin. However, during the remainder of fiscal 2005, the Company expects to generate operating losses in its manufacturing and distribution operations prior to their final shut-down.

As a result of the Company’s agreements with AutoZone and ArvinMeritor, the Company recorded business transformation charges totaling $9.5 million during the second quarter. The charges include $4.1 million (included in cost of sales and revenues) to write-down exhaust inventory, including raw materials, to its expected net realizable value and $5.4 million (included in expense) to reflect the cost of severance for 195 exhaust manufacturing and distribution employees and to reserve a portion of exhaust-related receivables due to a lower expected collection rate. The Company expects that cash proceeds from the sale of exhaust-related assets, including the Hartford real estate and equipment, IPC assets and exhaust inventory will substantially offset cash restructuring costs, principally employee severance.

In addition, during the first six months of fiscal 2005, the Company recorded a business transformation charge of $0.1 million related to the wind-up of an hourly pension plan in Canada as a result of the Company’s decision to exit the traditional wholesale distribution business.

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The fiscal 2005 activity affecting the accrual for business transformation charges was as follows (shown in millions):

	Exit from Exhaust Manufacturing			Rationalization of Company- Operated Shops			Redesign of Wholesale Distribution Network			Administrative Costs, Severance and Other Costs			Total
Balance at January 1, 2005	$	—		$	1.9		$	1.0		$	2.1		$	5.0
Business transformation charges		9.5			—			0.1			—			9.6
Cash payments		—			(0.2	)		(0.7	)		(0.4	)		(1.3	)
Non-cash utilization		—			—			0.6			(0.6	)		—
Non-cash real estate lease reclassification		—			(1.2	)		—			—			(1.2	)
Non-cash business transformation charges		(4.7	)		—			(0.1	)		—			(4.8	)
Balance at July 2, 2005	$	4.8		$	0.5		$	0.9		$	1.1		$	7.3

5. Debt Agreements

At the beginning of fiscal 2004, the Company had credit facilities consisting of a $25 million revolving loan facility, a $64.7 million Term Loan A, and a $29.4 million Term Loan B. These facilities were secured by substantially all of the assets of the Company and were scheduled to expire on October 3, 2004. Interest on the revolving loan was payable monthly at the prime rate plus 2.75% or LIBOR plus 3.75%. Interest on a portion of the Term Loan A was fixed at 7.67%, while interest on the balance of the Term Loan A was payable monthly at the prime rate plus 5.0% or LIBOR plus 6.0%. The interest rate on the Term Loan B was fixed at 12% cash interest paid monthly plus 6% paid-in-kind (“PIK”), which was added to principal and due at maturity. Availability under the revolving credit facility was based on a borrowing base, which took into consideration the Company’s inventory and accounts receivable levels. The revolving credit facility was senior to both the Term Loan A and Term Loan B.

On March 16, 2004, the Company entered into a new three-year, $115 million credit facility to refinance its existing debt facility. The new debt facility was initially comprised of a $55 million revolving credit facility and a $60 million term loan. The new facility is secured by substantially all of the assets of the Company and expires on March 16, 2007. Under the terms of the debt refinancing, the Company retired its former $25 million revolving credit facility as well as its Term A and Term B loans. The refinancing resulted in a loss on early extinguishment of debt of $4.7 million in the first quarter of fiscal 2004 due to the write-off of unamortized debt discount and financing fees.

Interest on the $55 million revolving loan was initially payable monthly at LIBOR plus 3.25%. Interest on the $60 million term loan was initially payable monthly at LIBOR plus 3.5%. The interest rates float based on the underlying rate of LIBOR and the Company’s leverage. Availability under the revolving credit facility is not predicated on a borrowing base. The new facility requires maintenance of certain financial covenants including maximum allowable leverage and minimum tangible net worth.

On November 5, 2004, the Company amended its new debt facility to reduce required principal amortization under the term loan, remove certain restrictive covenants, and reduce interest rates. As amended, the term loan now requires quarterly principal payments of $1.5 million, and must be prepaid by an amount equal to: (i) 100% of equity issued, or (ii) $2.5 million of the first $7.5 million of proceeds from the sale of the Company’s exhaust manufacturing business plus 50% of any proceeds between $7.5 million and $15.5 million, or (iii) 75% of any other material asset proceeds in excess of $1 million (other than the sale of inventory in the normal course of business).

The amendment also eliminated the Company’s restrictions on capital expenditures and treasury stock repurchases, and reduced the interest rate on both the term loan and revolving loan by 50 basis points. Based on the new rates and the Company’s second quarter debt level, interest on the revolving loan is currently payable at LIBOR plus 2.25% and interest on the term loan is currently payable at LIBOR plus 2.5%.

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In April 2004, the Company entered into an interest rate swap arrangement to convert $40 million of the $60 million term loan from a floating rate to a fixed rate, by locking-in LIBOR at 2.76% for the three-year term of the loan. The swap amount is reduced quarterly based on scheduled term loan principal amortization payments. As of July 2, 2005, approximately $28.8 million of the remaining $47.0 million term loan balance was subject to this interest rate swap arrangement. As of July 2, 2005, the fair value of this instrument was approximately $0.2 million, net of taxes. The swap transaction has been designated as a cash flow hedge and was evaluated to be highly effective. As such, the change in fair value is recorded in other comprehensive income as a gain on derivative financial instruments.

The components of debt as of July 2, 2005 and January 1, 2005 were as follows (in millions):

	Fiscal June 2005		Fiscal December 2004
Revolving credit facility	$	18.5	$	16.8
Term loan		47.0		52.2
Total debt		65.5		69.0
Less amounts due within one year		6.0		6.0
Long-term debt	$	59.5	$	63.0

6. Pension Plans

Certain Midas employees are covered under various defined benefit pension plans sponsored and funded by Midas. Plans covering salaried employees provide pension benefits based on years of service, and generally are limited to a maximum of 20% of the employees’ average annual compensation during the five years preceding retirement. Plans covering hourly employees generally provide benefits of stated amounts for each year of service. Plan assets are invested primarily in common stocks, corporate bonds, and government securities. The Company does not expect to make material contributions to the various plans in fiscal 2005.

The components of net periodic pension cost recognized for the interim periods are presented in the following table (in millions):

	For the quarter ended fiscal June						For the six months ended fiscal June
	2005			2004			2005			2004
Service cost – benefits	$	0.2		$	0.4		$	0.5		$	0.8
Interest cost on projected benefit obligation		0.8			0.8			1.5			1.7
Expected return on assets		(1.1	)		(1.2	)		(2.1	)		(2.4	)
Net amortization and deferral		0.1			0.3			0.3			0.5
Total net periodic pension cost	$	—		$	0.3		$	0.2		$	0.6

Midas also participates in a multi-employer pension plan, which provides benefits to certain unionized employees. Contributions of approximately $50,000 were made to this plan for the six months ended July 2, 2005.

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7. Stock-Based Compensation

Stock options granted under the Company’s stock incentive plans are granted at market prices on the date of grant and generally vest over three or five years commencing one year after the date of the grant.

Midas accounts for stock-based compensation in accordance with the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations using the intrinsic value method, which resulted in no compensation cost for options granted.

Midas’ net income (loss) and earnings (loss) per share would equal the pro forma amounts shown below if compensation cost had been determined based on the fair value at the grant dates in accordance with SFAS Nos. 123 and 148, “Accounting for Stock-Based Compensation.”

	For the quarter ended fiscal June
	2005			2004
Net income (loss) (shown in millions)
As reported	$	(2.5	)	$	2.6
Plus: stock-based compensation expense included in reported net income (loss), net of taxes		0.4			0.4
Less: fair value impact of employee stock compensation, net of taxes		(0.7	)		(0.8	)
Pro forma	$	(2.8	)	$	2.2
Basic earnings (loss) per share
As reported	$	(0.16	)	$	0.16
Pro forma		(0.18	)		0.14
Diluted earnings (loss) per share
As reported	$	(0.16	)	$	0.16
Pro forma		(0.18	)		0.14
	For the six months ended fiscal June
	2005			2004
Net income (loss) (shown in millions)
As reported	$	0.1		$	0.0
Plus: stock-based compensation expense included in reported net income, net of taxes		0.5			0.6
Less: fair value impact of employee stock compensation, net of taxes		(1.2	)		(1.2	)
Pro forma	$	(0.6	)	$	(0.6	)
Basic earnings (loss) per share
As reported	$	0.00		$	0.00
Pro forma		(0.04	)		(0.04	)
Diluted earnings (loss) per share
As reported	$	0.00		$	0.00
Pro forma		(0.04	)		(0.04	)

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8. Warranty

Customers are provided a written warranty from Midas on genuine Midas products purchased from Midas shops in North America. The warranty will be honored at any Midas shop in North America and is valid for the lifetime of the vehicle, but is voided if the vehicle is sold. The Company maintains a warranty accrual to cover the estimated future liability associated with outstanding warranties. The Company determines the estimated value of outstanding warranty claims based on: 1) an estimate of the percentage of all warranted products sold and registered in prior periods at retail that are likely to be redeemed; and 2) an estimate of the cost of redemption of each future warranty claim on a current cost basis. These estimates are computed using actual historical registration and redemption data as well as actual cost information on current redemptions.

Year-to-date warranty activity through the first six months of fiscal 2005 is summarized as follows (in millions):

Accrued warranty at beginning of period	$	37.0
Warranty expense		3.7
Changes in foreign currency exchange rate		(0.1	)
Warranty credit issued to franchisees (warranty claims paid)		(4.1	)
Accrued warranty at end of period		36.5
Less current portion (included in accrued expenses)		(4.9	)
Accrued warranty – non-current	$	31.6

9. Sale of Assets

In March 2005, in connection with the Company’s planned exit from exhaust manufacturing, the Company sold its Huth equipment manufacturing operations. The Company also sold its Chicago distribution center in late March 2005 and leased it back on a short-term basis. In addition, during the first quarter of 2005 the Company sold and re-franchised six company-operated shops. The sale of these assets generated total proceeds of approximately $8.3 million. The gain on the sale of Huth of approximately $0.8 million is reflected in the first quarter of 2005. The gain on sale of the Chicago distribution center of approximately $4.5 million will be recognized over the term of the lease-back period. Approximately $1.1 million of the Chicago distribution center gain was recognized in the second quarter of fiscal 2005. No gain or loss was realized on the six company-operated shops.

The Company expects to sell additional fixed assets related to exhaust manufacturing and distribution during the remainder of fiscal 2005 and in fiscal 2006. The assets to be sold include the Company’s Hartford manufacturing facility and the exhaust manufacturing and distribution equipment within that facility and the Chicago distribution center.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

RESULTS OF OPERATIONS

During fiscal 2003, Midas developed and began to implement a plan to dramatically restructure the Company’s operations and re-direct the Company’s strategic focus towards the Midas retail system. This plan is intended to transform the Company by improving profitability, enhancing the competitive position of the Midas retail system, strengthening the Company’s balance sheet and reducing future capital requirements. This transformation encompasses sweeping changes in the way Midas dealers are supplied with genuine Midas products and other replacement auto parts, a re-definition of the service relationship between Midas dealers and their customers, and a shift in the way the Company approaches its relationship with Midas franchisees.

Certain aspects of the transformation were completed in fiscal 2003 while others continued into fiscal 2004 and the current fiscal year. During 2003, the Company outsourced the wholesale distribution of genuine Midas products and other replacement parts, closed all but one of the Company’s regional distribution centers, disposed of its PWI quick-delivery distribution locations through sale or closure, closed or re-franchised 34 company-operated shops, and significantly reduced corporate administrative overhead. In October 2004, the Company announced its intention to sell its IPC exhaust distribution business and exit exhaust manufacturing. On May 4, 2005, the Company entered into an agreement appointing AutoZone, Inc. as the exclusively endorsed supplier of Arvin brand exhaust products to Midas shops in the U.S. Midas also entered into an agreement with ArvinMeritor to sell certain IPC-branded exhaust assets. As a result of these agreements, Midas will exit exhaust manufacturing during fiscal 2005. The Company believes that exhaust manufacturing no longer represents a strategic fit for the Company’s evolving retail-focused business model. When completed, the Company expects that Midas’ exit from exhaust manufacturing will have the effect of further reducing overall Company revenues and expenses compared to current and historical levels, and will increase the Company’s operating margin. However, during the remainder of fiscal 2005, the Company expects to generate operating losses in its manufacturing and distribution operations prior to their final shut-down.

In March 2005, as a result of its decision to exit the exhaust manufacturing and distribution business, the Company sold its Huth exhaust equipment manufacturing business. The Company also sold its Chicago distribution center in late March 2005 and leased it back on a short-term basis. The Company is in the process of shutting down its exhaust manufacturing facility in Hartford, Wisconsin and expects to cease operations at its Chicago distribution center by the end of fiscal 2005. In connection with these business transformation activities, the Company recorded business transformation charges of $9.5 million in the second quarter. The Company expects that cash proceeds from the sale of exhaust-related assets, including the Hartford real estate and equipment, IPC assets and exhaust inventory will substantially offset cash restructuring costs, principally employee severance.

The Midas business transformation, and the resulting changes to the way the Company does business, will continue to evolve through fiscal 2005 and beyond. The ultimate objective of the Midas business transformation was established in 2003 and is reflected in Midas’ 2010 vision of “4-3-2-1.” Midas management is working towards achieving:

(4) 40% increase in Midas shop sales on a same-store basis.

(3) Three core services: brakes, exhaust and maintenance.

(2) Doubling of Midas dealer profits.

(1) One Midas: the Company and Midas dealers working together as one in support of the retail system.

With these goals in mind, Midas management is committed to the Company’s mission of becoming the most trusted professional and first choice for customers’ auto service needs.

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Second Quarter Fiscal 2005 Compared with Second Quarter Fiscal 2004

The following is a summary of the Company’s sales and revenues for the second quarter of fiscal 2005 and 2004: ($ in millions)

	2005		Percent to Total		2004		Percent to Total
Franchise royalties and license fees	$	17.3	34.4	%	$	16.8	32.3	%
Real estate revenues		8.9	17.7			9.0	17.3
Company-operated shop retail sales		9.6	19.1			9.3	17.9
Replacement part sales and product royalties		13.6	27.0			16.2	31.2
Other		0.9	1.8			0.7	1.3
Total sales and revenues	$	50.3	100.0	%	$	52.0	100.0	%

Total company sales and revenues for the second quarter of fiscal 2005 decreased $1.7 million or 3.3% from the second quarter of fiscal 2004 to $50.3 million. Within the retail auto service business, royalty revenues and license fees increased $0.5 million or 3.0% from the second quarter of 2004. This year-over-year increase was driven by a 2.5% comparable shop increase in system-wide Midas retail sales, an increase in Canadian royalties and license fees due to revenue recognized from delinquent franchisees and a more favorable exchange rate, and higher international royalties, partially offset by an approximately 2% year-over-year decline in total shop count. Sales from company-operated shops increased $0.3 million, or 3.2% above the second quarter of fiscal 2004. The sales increase primarily reflected an increase in comparable shop sales of approximately 6.5%, which was partially offset by a net reduction of the number of shops in operation during the quarter compared to the same period in fiscal 2004. As of July 2, 2005, Midas had 70 company-operated shops compared to 73 shops at the end of the second quarter of fiscal 2004. Revenues from real estate rentals decreased slightly to $8.9 million. The decrease primarily reflects a net reduction in shops subject to real estate rental agreements relative to the same period in fiscal 2004.

Replacement part sales and product royalties decreased $2.6 million to $13.6 million from $16.2 million in the second quarter of fiscal 2004. The decrease primarily reflects a $3.1 million decrease in revenues from exhaust manufacturing and distribution, which was partially offset by higher sales of tires to Midas dealers through the Company’s alliance with Bridgestone-Firestone. During the second quarter of both fiscal 2005 and 2004, replacement part revenues were comprised of the distribution of exhaust products to AutoZone, Inc. in the U.S., Uni-Select Inc. in Canada and to certain independent exhaust distributors, as well as sales derived from the Company’s coordination and administration of certain merchandise programs on behalf of Midas dealers, including tires, batteries, shop equipment and oil. Product royalties reflect royalties earned on the sale of parts to Midas dealers by AutoZone, CarQuest and NAPA in the U.S. and Uni-Select in Canada.

The Company’s gross profit margin, including business transformation charges of $4.1 million, decreased to 50.3% in the second quarter of fiscal 2005 from 57.5% in the second quarter of fiscal 2004. Excluding business transformation charges, the gross profit margin increased to 58.4% for the quarter compared to 57.5% in the second quarter of fiscal 2004. This increase was primarily due to a more favorable sales mix, in which a higher percentage of revenues came from franchise royalties and company-operated shops, and a lower percentage of revenues came from lower margin wholesale sales (primarily exhaust and Bridgestone-Firestone tires). In addition, the Company realized better fixed cost absorption in exhaust manufacturing as it increased production and built exhaust inventory in advance of its planned exit from exhaust manufacturing. The Company resells Bridgestone-Firestone tires to Midas dealers based on a small mark-up that is primarily intended to cover the cost of administering the merchandise program.

During the second quarter of fiscal 2005, the Company entered into an agreement appointing AutoZone, Inc. as the exclusively endorsed supplier of Arvin brand exhaust products to Midas shops in the U.S. Midas also entered into an agreement with ArvinMeritor to sell certain IPC-branded exhaust assets. As a result of these agreements, Midas will exit exhaust manufacturing and distribution during fiscal 2005. In connection with Midas’ exit from exhaust manufacturing and distribution, the Company recorded an inventory write-down of $4.1 million to reduce its exhaust inventory, including raw materials, to its expected net realizable value. This write-down was recorded as a cost of sales.

Selling, general and administrative expenses for the second quarter of 2005 decreased $0.4 million, or 1.7% from fiscal 2004 to $23.0 million. The decrease in expenses primarily reflects lower costs incurred in the distribution of exhaust and lower expenses for company-operated shops as a result of fewer shops and improved control over shop payroll expense. These expense reductions were partially offset by increased non-cash amortization due to the accelerated vesting of restricted stock as a result of the Company’s stock outperforming the S&P 500 for the one year period ended May 11, 2005.

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During the second quarter of 2005, the Company recorded charges of $5.4 million as part of selling, general and administrative expense related to the Company’s ongoing business transformation process. These charges included $4.5 million for severance for exhaust manufacturing and distribution employees and $0.9 million to reflect a lower expected collection rate on receivables related to the exhaust business.

As a result of the above changes, operating income decreased $9.6 million to an operating loss of $3.1 million in the second quarter of 2005 from operating income of $6.5 million in the second quarter of 2004. Excluding the impact of the above described business transformation charges of $9.5 million, operating income for the second quarter of fiscal 2005 was $6.4 million compared to $6.5 million for the second quarter of 2004. Excluding the impact of business transformation charges, operating income margin increased to 12.7% in the second quarter of 2005 from 12.5% in the second quarter of 2004.

Interest expense of $2.5 million in the second quarter of 2005 was unchanged from the second quarter of 2004. The positive impact of a lower average total debt level was offset by higher interest rates on the Company’s revolving line of credit.

In late March 2005, the Company realized a gain of approximately $4.5 million on the sale and leaseback of the Company’s Chicago exhaust distribution center. This gain will be recognized over the term of the sale-leaseback period. During the second quarter of 2005, the Company recognized $1.1 million of this gain.

The Company’s effective tax rate was 39.3% in the second quarter of fiscal 2005 compared to 38.9% in the second quarter of fiscal 2004.

As a result of the above items, net income declined $5.1 million from net income of $2.6 million in the second quarter of 2004 to a net loss of $2.5 million in the second quarter of 2005.

Six Months Ended Fiscal 2005 Compared with Six Months Ended Fiscal 2004

The following is a summary of the Company’s sales and revenues for the first six months of fiscal 2005 and 2004: ($ in millions)

	2005		Percent to Total		2004		Percent to Total
Franchise royalties and license fees	$	32.8	32.9	%	$	31.3	31.7	%
Real estate revenues		17.9	17.9			18.1	18.3
Company-operated shop retail sales		18.7	18.7			17.9	18.1
Replacement part sales and product royalties		28.8	28.9			30.3	30.6
Other		1.6	1.6			1.3	1.3
Total sales and revenues	$	99.8	100.0	%	$	98.9	100.0	%

Total company sales and revenues for the first six months of fiscal 2005 increased $0.9 million or 0.9% from the first six months of fiscal 2004 to $99.8 million. Within the retail auto service business, royalty revenues and license fees increased $1.5 million or 4.8% from the first six months of 2004. This year-over-year increase was driven by a $0.9 million increase in Canadian royalties and license fees primarily due to revenue recognized from delinquent franchisees and a more favorable exchange rate, a 3% comparable shop increase in system-wide Midas retail sales and higher international royalties, partially offset by a year-over-year decline in total shop count. Sales from company-operated shops increased $0.8 million, or 4.5% above the first six months in fiscal 2004. The sales increase primarily reflects an increase in comparable shop sales of approximately 6.7%, which was partially offset by a net reduction of the number of shops in operation during the quarter compared to the same period in fiscal 2004. Revenues from real estate rentals decreased slightly to $17.9 million. The decrease primarily reflects a net reduction in shops subject to real estate rental agreements relative to the same period in fiscal 2004.

Replacement part sales and product royalties decreased $1.5 million to $28.8 million from $30.3 million in the first six months of fiscal 2004. The decrease primarily reflects a $3.4 million decrease in revenues from exhaust manufacturing and distribution, which was partially offset by higher sales of tires to Midas dealers through the

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Company’s alliance with Bridgestone-Firestone. During the first six months of both fiscal 2005 and 2004, replacement part revenues were comprised of the distribution of exhaust products to AutoZone, Inc. in the U.S., Uni-Select Inc. in Canada and to certain independent exhaust distributors, as well as sales derived from the Company’s coordination and administration of certain merchandise programs on behalf of Midas dealers, including tires, batteries, shop equipment and oil. Product royalties reflect royalties earned on the sale of parts to Midas dealers by AutoZone, CarQuest and NAPA in the U.S. and Uni-Select in Canada.

The Company’s gross profit margin, including business transformation charges of $4.1 million, decreased to 53.7% in the first six months of fiscal 2005 from 57.8% in the first six months of fiscal 2004. Excluding business transformation charges, the gross profit margin was 57.8% for the first six months, or approximately flat to the same period in fiscal 2004. The gross margin rate in the first six months of 2005 reflects the positive impact of a more favorable sales mix and better fixed cost absorption in exhaust manufacturing, which was offset by lower margins on replacement part sales and reduced margins in company-operated shops.

As noted earlier, during the first six months of fiscal 2005, the Company entered into an agreement appointing AutoZone, Inc. as the exclusively endorsed supplier of Arvin brand exhaust products to Midas shops in the U.S. Midas also entered into an agreement with ArvinMeritor to sell certain IPC-branded exhaust assets. As a result of these agreements, Midas will exit exhaust manufacturing and distribution during fiscal 2005. In connection with Midas’ exit from exhaust manufacturing and distribution, the Company recorded an inventory write-down of $4.1 million to reduce its exhaust inventory, including raw materials, to its expected net realizable value. This write-down was recorded as a cost of sales.

Selling, general and administrative expenses for the first six months of 2005 increased $0.1 million, or 0.2% from fiscal 2004 to $45.5 million. The slight increase in expenses primarily reflects the loss of sublease rental income on excess space at the Company’s corporate headquarters facility, higher operating costs in connection with the first quarter rollout to Midas dealers of the Company’s maintenance initiative and incremental amortization expense incurred due to the accelerated vesting of restricted stock as a result of the Company’s stock outperforming the S&P 500 in the one year period ended May 11, 2005. These expense increases were partially offset by lower costs incurred in the distribution of exhaust and lower expenses for company-operated shops as a result fewer shops and improved control over shop payroll expense.

During the first six months of 2005, the Company recorded charges of $5.5 million as part of selling, general and administrative expense related to the Company’s ongoing business transformation process. These charges included $4.5 million for severance for exhaust manufacturing and distribution employees, $0.9 million to reflect a lower expected collection rate on receivables related to the exhaust business, and $0.1 million related to the wind-up of an hourly pension plan in Canada.

As a result of the above changes, operating income decreased $9.2 million to operating income of $2.6 million in the first six months of 2005 from operating income of $11.8 million in the first six months of 2004. Excluding the impact of the above described business transformation charges of $9.6 million, operating income for the first six months of fiscal 2005 was $12.2 million compared to $11.8 million for the first six months of 2004. Excluding the impact of business transformation charges, operating income margin increased to 12.2% in the first six months of 2005 from 11.9% in the first six months of 2004.

Interest expense decreased from $7.6 million in the first six months of 2004 to $5.0 million in the first six months of 2005 as a result of lower interest rates and a lower average total debt level than the same period of the prior year. During the first six months of 2004, the Company recorded a loss on early extinguishment of debt of $4.7 million to reflect a write-off of the unamortized discount and financing fees related to a prior debt agreement.

During the first six months of 2005, the Company recorded a gain on sale of $0.8 million to reflect the sale of the Company’s Huth exhaust equipment manufacturing operation and $1.1 million to reflect the partial recognition of the gain from the March 2005 sale and leaseback of the Company’s Chicago distribution facility. The remainder of the total $4.5 million gain from the sale of the Chicago distribution center will be recognized over the term of the leaseback.

The Company’s effective tax rate was 37.2% in the first six months of fiscal 2005 compared to 38.9% in the first six months of fiscal 2004.

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As a result of the above items, net income increased $0.1 million from break even net income in the first six months of 2004 to net income of $0.1 million in the first six months of 2005.

LIQUIDITY AND CAPITAL RESOURCES

Midas’ cash and cash equivalents increased $0.2 million in the first six months of fiscal 2005.

The Company’s operating activities used net cash of $1.3 million during the first six months of fiscal 2005 compared to $5.8 million of cash generated in the first six months of fiscal 2004. The year-over-year decrease of $7.1 million was primarily due to a $10.1 million increase in cash required by changes in assets and liabilities, a decrease of $1.7 million in amortization of debt discount and financing fees, a $1.9 million increase in gain on sale of fixed assets in 2005, a $2.5 million decrease in deferred tax benefit and a $0.6 million reduction in depreciation and amortization. In addition, business transformation costs, net of cash payments, and losses on early extinguishment of debt were $9.6 million higher than the prior year. The $10.1 million increase in cash required by changes in assets and liabilities was due to an increase in exhaust inventory (excluding write-downs) to facilitate the transition of the exhaust supply chain, lower growth in accounts payable, higher growth in accounts receivable in 2005 due to normal seasonal growth, and an increase in long term notes receivable in connection with the securitization of certain overdue dealer receivables. The change in accounts receivable in the first six months of 2004 did not reflect normal seasonal growth due to the liquidation of receivables in connection with the Company’s exit from the traditional wholesale parts distribution business.

Investing activities provided $6.8 million of cash during the first six months of fiscal 2005 compared to using $0.8 million of cash during the first six months of fiscal 2004. Fiscal 2005 investing activities primarily consisted of $1.0 million in systems development projects and other capital expenditures, $0.5 million paid to acquire three Midas shops and other shop assets from a Midas dealer and $8.3 million in cash generated as the result of asset sales. The asset sales included the sale and leaseback of the Company’s remaining distribution facility in Chicago, the sale of the Company’s Huth exhaust equipment manufacturing operation and the re-franchising of six company-operated shops. Fiscal 2004 investing activities primarily consisted of systems development projects and other capital expenditures.

Net cash used in financing activities was $5.3 million in the first six months of fiscal 2005, compared to net cash used of $11.8 million in the first six months of fiscal 2004. In fiscal 2005, the Company reduced total debt by $4.4 million, paid $4.6 million to repurchase shares of the Company’s common stock, and received $3.7 million in cash from the exercise of outstanding stock options. In fiscal 2004, the Company paid $2.1 million in financing fees, reduced total debt by $12.3 million, paid $0.4 million to repurchase shares of the Company’s common stock, and received $3.0 million in cash from the exercise of outstanding stock options.

At the beginning of 2004, the Company had credit facilities consisting of a $25 million revolving loan facility, a $64.7 million Term Loan A, and a $29.4 million Term Loan B. These facilities were secured by substantially all of the assets of the Company and were scheduled to expire on October 3, 2004. Interest on the revolving loan was payable monthly at the prime rate plus 2.75% or LIBOR plus 3.75%. Interest on a portion of the Term Loan A was fixed at 7.67%, while interest on the balance of the Term Loan A was payable monthly at the prime rate plus 5.0% or LIBOR plus 6.0%. The interest rate on the Term Loan B was fixed at 12% cash interest paid monthly plus 6% paid-in-kind (“PIK”), which was added to principal and due at maturity. Availability under the revolving credit facility was based on a borrowing base, which took into consideration the Company’s inventory and accounts receivable levels. The revolving credit facility was senior to both the Term Loan A and Term Loan B.

On March 16, 2004, the Company entered into a new three-year, $115 million credit facility to refinance its existing debt facility. The new debt facility was initially comprised of a $55 million revolving credit facility and a $60 million term loan. The new facility is secured by substantially all of the assets of the Company and expires on March 16, 2007. Under the terms of the debt refinancing, the Company retired its former $25 million revolving credit facility as well as its Term A and Term B loans. The refinancing resulted in a loss on early extinguishment of debt of $4.7 million in the first quarter of fiscal 2004 due to the write-off of unamortized debt discount and financing fees.

Interest on the $55 million revolving loan was initially payable monthly at LIBOR plus 3.25%. Interest on the $60 million term loan was initially payable monthly at LIBOR plus 3.5%. The interest rates float based on the underlying rate of LIBOR and the Company’s leverage. Availability under the revolving credit facility is not predicated on a borrowing base. The new facility requires maintenance of certain financial covenants including maximum allowable leverage and minimum tangible net worth.

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On November 5, 2004, the Company amended its new debt facility to reduce required principal amortization under the term loan, remove certain restrictive covenants, and reduce interest rates. As amended, the term loan now requires quarterly principal payments of $1.5 million, and must be prepaid by an amount equal to: (i) 100% of equity issued, or (ii) $2.5 million of the first $7.5 million of proceeds from the sale of the Company’s exhaust manufacturing business plus 50% of any proceeds between $7.5 million and $15.5 million, or (iii) 75% of any other material asset proceeds in excess of $1 million (other than the sale of inventory in the normal course of business).

The amendment also eliminated the Company’s restrictions on capital expenditures and treasury stock repurchases, and reduced the interest rate on both the term loan and revolving loan by 50 basis points. Based on the new rates and the Company’s second quarter debt level, interest on the revolving loan is currently payable at LIBOR plus 2.25% and interest on the term loan is currently payable at LIBOR plus 2.5%.

In April 2004, the Company entered into an interest rate swap arrangement to convert $40 million of the $60 million term loan from a floating rate to a fixed rate, by locking-in LIBOR at 2.76% for the three-year term of the loan. The swap amount is reduced quarterly based on scheduled term loan principal amortization payments. As of July 2, 2005, approximately $28.8 million of the remaining $47.0 million term loan balance was subject to this interest rate swap arrangement.

On November 9, 2004, the Midas Board of Directors authorized a share repurchase program to begin in fiscal 2005 for up to $25 million. The Company intends to use internally generated funds over the next several years to repurchase shares from time to time in the open market and in privately negotiated transactions, depending upon market and business conditions. The Company purchased 179,200 shares under this program in the six months ended July 2, 2005. In addition, 23,893 shares were surrendered in lieu of taxes upon the vesting of restricted stock. The Company paid approximately $4.6 million for the 203,093 shares acquired in the six months ended July 2, 2005.

The Company believes that cash generated from operations and availability under the current debt agreement provides sufficient liquidity to finance operations and execute strategic initiatives for at least the next 12 months.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In preparing the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management must make a variety of decisions which impact the reported amounts and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied, the assumptions on which to base accounting estimates, and the consistent application of those accounting principles. Due to the type of industry in which the Company operates and the nature of its business, and the Company’s existing business transformation process, the following accounting policies are those that management believes are most important to the portrayal of the Company’s financial condition and results and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Valuation of Warranty Liabilities

Customers are provided a written warranty from Midas on genuine Midas products purchased from Midas shops in North America. The warranty will be honored at any Midas shop in North America and is valid for the lifetime of the vehicle, but is voided if the vehicle is sold. The Company maintains a warranty accrual to cover the estimated future liability associated with outstanding warranties. The Company determines the estimated value of outstanding warranty claims based on: 1) an estimate of the percentage of all warranted products sold and registered in prior periods at retail that are likely to be redeemed; and 2) an estimate of the cost of redemption of each future warranty claim on a current cost basis. These estimates are computed using actual historical registration and redemption data as well as actual cost information on current redemptions. An increase of one percentage point in the estimated percentage of warranted products likely to be redeemed in the U.S. would have the effect of increasing Midas’ January 1, 2005 outstanding U.S. warranty liability by $4.5 million, while a decrease of one percentage point in the estimated U.S. redemption rate would decrease Midas’ outstanding U.S. warranty liability by $4.4 million. A change in the estimated current cost of warranty redemptions of one dollar would have the effect of changing Midas’ outstanding U.S. warranty liability by $1.8 million.

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Inventory Valuation

As a manufacturer and distributor of certain automotive aftermarket parts, inventory has historically represented a substantial portion of the total assets of the Company. Inventories are valued at the lower of cost or net realizable value. Inventory cost is determined using the weighted-average cost method, which approximates the first-in, first-out method. Additionally, the Company periodically evaluates the carrying value of its inventory to assess the proper valuation. This includes having adequate allowances to cover losses in the normal course of operations, provide for excess and obsolete inventory, and ensure that inventory is valued at the lower of cost or market. In performing this evaluation the Company considers historical data such as actual loss experience, past and projected usage, and actual margins generated from sales of its products.

During fiscal 2005, the Company intends to liquidate inventory in connection with its exit from exhaust manufacturing and distribution. The Company recorded a charge in the second quarter to write-down existing exhaust inventory, including raw materials, to its estimated net realizable value. In assessing the estimated net realizable value of the inventory that is to be sold and liquidated during the remainder of fiscal 2005, the Company considered original cost, past and projected usage and offers made by potential buyers.

Valuation of Receivables

The Company records receivables due from its franchisees and other customers at the time the sale is recorded in accordance with its revenue recognition policies. These receivables consist of amounts due from the sale of products, royalties due from franchisees and suppliers, rents and other amounts. The future collectibility of these amounts can be impacted by the Company’s collection efforts, the financial stability of its customers, and the general economic climate in which it operates. The Company applies a consistent practice of establishing an allowance for accounts that it feels may become uncollectible through reviewing the historical aging of its receivables and by monitoring the financial strength of its franchisees and other customers. Where the Company becomes aware of a customer’s inability to meet its financial obligations (e.g. where it is in financial distress or has filed for bankruptcy), the Company specifically reserves for the potential bad debt to reduce the net recognized receivable to the amount it reasonably believes will be collected. The valuation of receivables is performed on a quarterly basis.

In connection with the exit from exhaust manufacturing and distribution, the Company has also considered the increased likelihood that IPC and other customers may not pay amounts due. The Company recorded a charge in the second quarter of $0.9 million.

Pensions

The Company has non-contributory defined benefit pension plans covering certain of its employees. The Company’s funding policy for the U.S. plan is to contribute amounts sufficient to meet the minimum funding requirement of the Employee Retirement Income Act of 1974, plus any additional amounts the Company may deem to be appropriate. The Company accounts for its defined benefit pension plans in accordance with Statement of Financial Accounting Standards (SFAS) No. 87, “Employers’ Accounting for Pensions,” which requires that amounts recognized in the financial statements be determined on an actuarial basis. A minimum liability is required to be established on the balance sheet representing the amount of unfunded accrued pension cost. This represents the difference between the accumulated benefit obligation and the fair value of plan assets. When it is necessary to establish an additional minimum pension liability, an amount is recorded as an intangible asset limited to unrecognized prior service cost. Any amount in excess of unrecognized prior service cost is recorded as a reduction to shareholders’ equity through cumulative other comprehensive income, net of tax, in the balance sheet.

To account for its defined benefit pension plans in accordance with SFAS No. 87, the Company must make three main determinations at the end of each fiscal year: First, it must determine the actuarial assumption for the discount rate used to reflect the time value of money in the calculation of the projected benefit obligation for the end of the current fiscal year and to determine the net periodic pension cost for the subsequent year. For guidance in determining this rate, the Company looks at rates of return on high-quality fixed-income investments and periodic published rate ranges.

Second, the Company must determine the actuarial assumption for rates of increase in compensation levels used in the calculation of the accumulated and projected benefit obligations for the end of the current fiscal year and to determine the net periodic pension cost for the subsequent year. In determining this rate the Company looks at its historical and expected rates of annual salary increases.

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Third, the Company must determine the expected long-term rate of return on assets assumption that is used to determine the expected return on plan assets component of the net periodic pension cost for the subsequent year. The difference between the actual return on plan assets and the expected return is deferred under SFAS No. 87 and is recognized to net periodic pension cost over a five-year period.

Carrying Values of Long-Lived Assets

Midas evaluates the carrying values of its long-lived assets to be held and used in the business by reviewing undiscounted cash flows by asset group. Such evaluations are performed whenever events and circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the projected undiscounted cash flows over the remaining lives of the related assets does not exceed the carrying values of the assets, the carrying values are adjusted for the differences between the fair values and the carrying values. Additionally, in the case of fixed assets related to locations that will be closed or sold, the Company writes down fixed assets to their estimated recovery value.

As of July 2, 2005, the fixed assets of the Hartford factory and Chicago distribution center are being held and used, and are considered part of a single asset group. The undiscounted cash flows of this asset group exceed the net book value as of July 2, 2005 and therefore this held and used asset group was not impaired.

Deferred Income Taxes

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will realize the benefits of these deductible differences at July 2, 2005. In the event that management determines the Company would not be able to realize all or part of the net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to income in the period such determination was made.

Self-Insurance Reserves

The Company is self-insured with respect to workers compensation and general liability claims. In order to reduce its risk and better manage its overall loss exposure, the Company purchases stop-loss insurance that covers individual claims in excess of the deductible amounts. The Company maintains an accrual for the estimated cost to settle open claims as well as an estimate of the cost of claims that have been incurred but not reported. These estimates take into consideration the historical average monthly claim volume, the average cost for settled claims, current trends in claim costs, changes in the Company’s business and workforce, and general economic factors. These accruals are reviewed on a quarterly basis, or more frequently if factors dictate a more frequent review.

IMPACT OF NEW ACCOUNTING STANDARDS

In November 2004, the FASB issued Statement No. 151, “Inventory Costs – an amendment of ARB No. 43” (“FAS 151”), which is the result of its effort to converge U.S. accounting standards for inventories with International Accounting Standards. Statement No. 151 requires idle facility expenses, freight, handling costs, and wasted material (spoilage) costs to be recognized as current-period charges. It also requires that allocation of fixed production overheads to the cost of conversion be based on normal capacity of the production facilities. Statement No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company is in the process of evaluating the impact of this standard on its financial statements.

In December 2004, the FASB issued Statement No. 123 (revised), “Share-Based Payment,” (“FAS 123R”). This statement is a revision to Statement No. 123, “Accounting for Stock-Based Compensation,” (“FAS 123”) and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” FAS 123R requires the measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost will be recognized over the period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render service. Originally, FAS 123R required that companies adopt the provisions of FAS 123R on July 1, 2005. However, in

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April 2005, the Securities and Exchange Commission (“SEC”) adopted a new rule which defers the compliance date of FAS 123R until 2006 for calendar year companies such as Midas, Inc. Consistent with the new rule, the Company will adopt FAS 123R on January 1, 2006, with compensation cost to be recorded as an expense for outstanding unvested awards, based on the grant-date fair value of those awards. The Company expects to use the Black-Scholes option pricing model and the Modified Prospective Application method of adoption as allowed under FAS 123R. The Company is in the process of evaluating the impact of this standard on its financial statements.

In June 2005, the FASB issued Statement No. 154, “Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20, Accounting Changes, and Statement No. 3, Reporting Accounting Changes in Interim Financial Statements” (“FAS 154”). FAS 154 changes the requirements for the accounting for, and reporting of, a change in accounting principle. Previously, most voluntary changes in accounting principles were required to be recognized by way of a cumulative effect adjustment within net income during the period of the change. FAS 154 requires retrospective application to prior periods’ financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. FAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005; however, the Statement does not change the transition provisions of any existing accounting pronouncements. The Company does not believe adoption of FAS 154 will have a material effect on its consolidated financial position, results of operations or cash flows.

FORWARD LOOKING STATEMENTS

This report contains (and oral communications made by Midas may contain) forward-looking statements that may be identified by their use of words like “plans,” “expects,” “anticipates,” “intends,” “estimates,” “forecasts,” “will,” “outlook” or other words of similar meaning. All statements that address Midas’ expectations or projections about the future, including statements about Midas’ strategy for growth, cost reduction goals, expenditures and financial results, are forward-looking statements. Forward-looking statements are based on Midas’ estimates, assumptions and expectations of future events and are subject to a number of risks and uncertainties. All such statements are made in reliance upon the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Midas cannot guarantee that these estimates, assumptions and expectations are accurate or will be realized. Midas disclaims any intention or obligation (other than as required by law) to update or revise any forward-looking statements.

The Company’s results of operations and the forward-looking statements could be affected by, among others things: general economic conditions in the markets in which the Company operates; economic developments that have a particularly adverse effect on one or more of the markets served by the Company; the ability to execute management’s internal operating plans; the timing and magnitude of capital expenditures; the Company’s ability to access debt and equity markets; economic and market conditions in the U.S. and worldwide; currency exchange rates; changes in consumer spending levels and demand for new products and services; cost and availability of raw materials; and overall competitive activities. Certain of these risks are more fully described in Item 1 of Part I of the Company’s annual report on Form 10-K. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The Company is subject to certain market risks, including foreign currency and interest rates. The Company uses a variety of practices to manage these market risks, including, when considered appropriate, derivative financial instruments. The Company uses derivative financial instruments only for risk management and does not use them for trading or speculative purposes. Interest rate risk is managed through a combination of fixed rate debt and variable rate borrowings. The Company is exposed to potential gains or losses from foreign currency fluctuations affecting net investments and earnings denominated in foreign currencies. The Company’s primary exposure is to changes in exchange rates for the U.S. dollar versus the Canadian dollar.

The Company is exposed to credit risk on certain assets, primarily accounts receivable. The Company provides credit to customers in the ordinary course of business and performs ongoing credit evaluations. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the Company’s customer base. The Company believes its allowance for doubtful accounts is sufficient to cover customer credit risk.

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In April 2004, the Company entered into an interest rate swap arrangement to convert $40 million of the Company’s $60 million term loan from a floating rate to a fixed rate, by locking-in LIBOR at 2.76% for the three-year term of the loan. As of July 2, 2005, approximately $28.8 million of the remaining $47.0 million term loan balance was subject to this interest rate swap arrangement. As of July 2, 2005, the fair value of the swap instrument was approximately $0.2 million net of taxes.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer have concluded, based upon their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures (as defined in Securities Exchange Act Rule 13a – 15(e) and 15d – 15(e)) are effective in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) Changes in internal controls over financial reporting.

During the second quarter of fiscal 2005, the Company implemented a new retail sales and royalty reporting system for North American retail operations. No other material changes in internal control over financial reporting occurred during the quarter.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table includes all issuer repurchases, including those made pursuant to publicly announced plans or programs and those not made pursuant to publicly announced plans or programs.

Period	Total Number of Shares Purchased (1) (2)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
April 2005:
(April 3, 2005 through April 30, 2005)	—		—	—	$	24,045,454
May 2005:
(May 1, 2005 through May 28, 2005)	143,989	$	23.53	135,600	$	20,846,598
June 2005:
(May 29, 2005 through July 2, 2005)	737	$	23.74	—	$	20,846,598
Total	144,726	$	23.53	135,600	$	20,846,598

⁽¹⁾ On November 9, 2004, the Company publicly announced that the Board of Directors had authorized a share repurchase of up to $25 million in Midas stock. As of July 2, 2005, 179,200 shares had been repurchased under this plan since its inception.

⁽²⁾ Includes 9,126 shares purchased during the quarter that represent restricted shares withheld to cover the withholding taxes upon the vesting of restricted stock.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Submission of Matters to a Vote of Security Holders.

(a) The Annual Meeting of Shareholders was held on May 10, 2005.

(b) Not Applicable

(c) At the Annual Meeting of Shareholders, the shareholders voted on the following matters: (1) the election of directors to serve until the 2008 Annual Meeting of Shareholders (2) the approval of the Amended and Restated Midas, Inc. Stock Incentive Plan and (3) the approval of independent auditors. The voting results were as follows:

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(1) Each nominee for director was elected by a vote of the shareholders as follows:

Director	For	Withheld
Thomas L. Bindley	14,507,349	734,465
Robert R. Schoeberl	14,506,448	735,366

Additional directors, whose terms of office as directors continued after the meeting, are as follows:

Term Expiring in 2006	Term Expiring in 2007
Jarobin Gilbert, Jr.	Archie R. Dykes
Diane L. Routson	Alan D. Feldman

(2) The proposal to adopt the Amended and Restated Midas, Inc. Stock Incentive Plan was approved by shareholders as follows:

For	Against	Abstain	Broker Non-Votes
5,645,597	5,273,532	55,352	4,267,333

(3) The proposal to ratify the appointment of KPMG LLP as the independent auditors of Midas, Inc. for the fiscal year ending December 31, 2005 was approved by shareholders as follows:

For	Against	Abstain
14,972,838	245,715	23,261

(d) Not Applicable

Item 5. Other Information.

None

Item 6. Exhibits.

10.36	Amended and Restated Midas, Inc. Stock Incentive Plan (Incorporated by reference to Midas, Inc. Current Report on Form 8-K dated May 10, 2005).
10.37 *	First Amendment to Supply Agreement dated as of May 7, 2004, by and among Midas International Corporation and AutoZone, Inc.
10.38 *	Second Amendment to Supply Agreement dated as of June 10, 2004, by and among Midas International Corporation and AutoZone, Inc.
10.39 *	Third Amendment to Supply Agreement dated as of May 4, 2005, by and among Midas International Corporation and AutoZone, Inc.
10.40	Form of Restricted Stock Award Agreement for Restricted Stock Awards granted under the Treasury Stock Plan commencing in 2005.
31.1	Rule 13a – 14(a) / 15d – 14(a) Certification of Chief Executive Officer.
31.2	Rule 13a – 14(a) / 15d – 14(a) Certification of Chief Financial Officer.
32.1	Section 1350 Certifications.

* Certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: August 11, 2005	/s/ Alan D. Feldman
	Alan D. Feldman
	President and Chief Executive Officer
	/s/ William M. Guzik
	William M. Guzik
	Senior Vice President and Chief Financial Officer
	/s/ James M. Haeger, Jr.
	James M. Haeger, Jr.
	Vice President and Controller

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