Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 28, 2013 | Nov. 04, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 28-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'ck0001323891 | ' |
Entity Registrant Name | 'AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. | ' |
Entity Central Index Key | '0001323891 | ' |
Current Fiscal Year End Date | '--12-28 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 1,000 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $27,321 | $25,951 |
Accounts receivable, net | 323,877 | 301,303 |
Inventories | 759,649 | 721,672 |
Income tax receivable | 369 | 369 |
Deferred income taxes | 15,957 | 16,458 |
Assets held for sale | 3,369 | 7,151 |
Other current assets | 16,794 | 20,695 |
Total current assets | 1,147,336 | 1,093,599 |
Property and equipment, net | 143,242 | 129,882 |
Goodwill | 504,045 | 483,143 |
Other intangible assets, net | 731,298 | 738,698 |
Other assets | 52,232 | 58,680 |
Total assets | 2,578,153 | 2,504,002 |
Current liabilities: | ' | ' |
Accounts payable | 514,042 | 502,221 |
Accrued expenses | 64,671 | 44,916 |
Current maturities of long-term debt | 533 | 493 |
Total current liabilities | 579,246 | 547,630 |
Long-term debt | 1,020,820 | 950,711 |
Deferred income taxes | 277,987 | 285,345 |
Other liabilities | 17,358 | 14,662 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, par value $.01 per share; 1,000 shares authorized, issued and outstanding | ' | ' |
Additional paid-in capital | 758,385 | 756,338 |
Accumulated earnings (deficit) | -71,445 | -50,541 |
Accumulated other comprehensive income (loss) | -4,198 | -143 |
Total stockholders' equity | 682,742 | 705,654 |
Total liabilities and stockholders' equity | $2,578,153 | $2,504,002 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1,000 | 1,000 |
Common stock, shares outstanding | 1,000 | 1,000 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Net sales | $987,894 | $915,340 | $2,782,947 | $2,583,837 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 817,544 | 765,768 | 2,328,192 | 2,166,865 |
Selling, general and administrative expenses | 146,353 | 129,159 | 421,424 | 377,939 |
Transaction expenses | 1,015 | 799 | 4,304 | 2,060 |
Operating income (loss) | 22,982 | 19,614 | 29,027 | 36,973 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -20,625 | -18,744 | -55,252 | -52,475 |
Other, net | -648 | -1,418 | -3,556 | -2,802 |
Income (loss) from operations before income taxes | 1,709 | -548 | -29,781 | -18,304 |
Income tax provision (benefit) | 485 | 10,054 | -8,877 | -5,754 |
Net income (loss) | 1,224 | -10,602 | -20,904 | -12,550 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized gain (loss) on rabbi trust assets, net of tax | 68 | 58 | 187 | 113 |
Foreign currency translation | 3,000 | ' | -4,242 | ' |
Other comprehensive income (loss) | 3,068 | 58 | -4,055 | 113 |
Comprehensive income (loss) | $4,292 | ($10,544) | ($24,959) | ($12,437) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive (Loss) Income |
In Thousands, except Share data | USD ($) | USD ($) | USD ($) | USD ($) | |
Balance at Dec. 29, 2012 | $705,654 | ' | $756,338 | ($50,541) | ($143) |
Balance (in shares) at Dec. 29, 2012 | ' | 1,000 | ' | ' | ' |
Net income (loss) | -20,904 | ' | ' | -20,904 | ' |
Unrealized gain (loss) on rabbi trust assets, net of tax | 187 | ' | ' | ' | 187 |
Foreign currency translation | -4,242 | ' | ' | ' | -4,242 |
Stock-based compensation expense | 2,047 | ' | 2,047 | ' | ' |
Balance at Sep. 28, 2013 | $682,742 | ' | $758,385 | ($71,445) | ($4,198) |
Balance (in shares) at Sep. 28, 2013 | ' | 1,000 | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($20,904) | ($12,550) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 78,456 | 65,656 |
Amortization of other assets | 3,294 | 3,648 |
Benefit for deferred income taxes | -17,864 | -11,897 |
Inventory step-up amortization | 5,007 | ' |
Provision for doubtful accounts | 1,673 | 1,546 |
Stock-based compensation | 2,047 | 2,761 |
Other, net | 2,317 | 2,679 |
Change in operating assets and liabilities: | ' | ' |
Accounts receivable | -13,549 | -28,809 |
Inventories | -18,031 | -53,836 |
Income tax receivable | 644 | 1,232 |
Other current assets | 4,005 | -4,410 |
Accounts payable and accrued expenses | 12,965 | 9,632 |
Other, net | -913 | -1,179 |
Net cash provided by (used in) operating activities | 39,147 | -25,527 |
Cash flows from investing activities: | ' | ' |
Acquisitions, net of cash acquired | -70,566 | -19,224 |
Purchase of property and equipment | -34,924 | -42,177 |
Purchase of assets held for sale | -1,924 | -3,281 |
Proceeds from sale of property and equipment | 88 | 84 |
Proceeds From Sale Of Assets Held For Sale | 5,389 | 3,078 |
Net cash provided by (used in) investing activities | -101,937 | -61,520 |
Cash flows from financing activities: | ' | ' |
Borrowings from revolving credit facility | 2,239,558 | 2,513,600 |
Repayments of revolving credit facility | -2,168,837 | -2,423,995 |
Outstanding checks | -3,582 | -928 |
Payments of deferred financing costs | -1,106 | ' |
Payments of other long-term debt | -292 | -1,807 |
Net cash provided by (used in) financing activities | 65,741 | 86,870 |
Effect of exchange rate changes on cash | -1,581 | ' |
Net increase (decrease) in cash and cash equivalents | 1,370 | -177 |
Cash and cash equivalents - beginning of period | 25,951 | 14,979 |
Cash and cash equivalents - end of period | 27,321 | 14,802 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash payments for interest | 38,535 | 34,913 |
Cash payments (receipts) for taxes, net | 12,876 | 6,197 |
Supplemental disclosures of noncash activities: | ' | ' |
Capital expenditures financed by debt | ' | $515 |
Nature_of_Business
Nature of Business | 9 Months Ended | |
Sep. 28, 2013 | ||
Nature of Business | ' | |
1 | Nature of Business: | |
American Tire Distributors Holdings, Inc. (“Holdings”) is a Delaware corporation that owns 100% of the issued and outstanding capital stock of American Tire Distributors, Inc. (“ATDI”), a Delaware corporation. Holdings has no significant assets or operations other than its ownership of ATDI. The operations of ATDI and its subsidiaries constitute the operations of Holdings presented under accounting principles generally accepted in the United States. ATDI is primarily engaged in the wholesale distribution of tires, custom wheels and accessories, and related tire supplies and tools. Its customer base is comprised primarily of independent tire dealers with the remainder of other customers representing various national and corporate accounts. ATDI serves a majority of the contiguous United States, as well as Canada, through one operating and reportable segment. Unless the context otherwise requires, “Company” herein refers to Holdings and its consolidated subsidiaries. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended | |
Sep. 28, 2013 | ||
Basis of Presentation | ' | |
2 | Basis of Presentation: | |
The accompanying condensed consolidated financial statements reflect the consolidated operations of the Company and have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) as defined by the Financial Accounting Standards Board (“FASB”) within the FASB Accounting Standards Codification (“FASB ASC”). In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, which include normal recurring adjustments, necessary to present fairly the consolidated unaudited results for the interim periods presented. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the American Tire Distributors Holdings, Inc., Annual Report on Form 10-K for the fiscal year ended December 29, 2012. Certain changes in classification of amounts reported in prior years have been made to conform to the 2013 classification. | ||
The Company’s fiscal year is based on either a 52- or 53-week period ending on the Saturday closest to each December 31. Therefore, the financial results of 53-week fiscal years, and the associated 14-week quarter, will not be comparable to the prior and subsequent 52-week fiscal years and the associated quarters having only 13 weeks. The quarters ended September 28, 2013 and September 29, 2012 each contain operating results for 13 weeks. The nine months ended September 28, 2013 and September 29, 2012 each contain operating results for 39 weeks. It should be noted that the Company and its recently acquired subsidiaries, TriCan Tire Distributors (“TriCan”) and Regional Tire Distributors Inc. (“RTD”), have different year-end and quarter-end reporting dates. Both TriCan and RTD have a calendar year-end and quarterly reporting date. The impact from this difference on the consolidated financial statements is not material. | ||
On May 28, 2010, pursuant to an Agreement and Plan of Merger, dated as of April 20, 2010, the Company was acquired by TPG Capital, L.P. and certain co-investors for an aggregate purchase price valued at $1,287.5 million (the “Merger”). The Merger was financed by $635 million in aggregate principal amount of debt financing as well as common equity capital. In connection with the Merger, the Company conducted cash tender offers for its existing outstanding debt securities, all of which were subsequently purchased and retired. Although the Company continues to operate as the same legal entity subsequent to the Merger and related change in control, a new entity was created for accounting purposes as of May 28, 2010. As a result, the purchase price was allocated to assets acquired and liabilities assumed based on their estimated fair market values at the date of acquisition. As well, under the guidance of the SEC, push-down accounting is required when such transactions result in an entity being substantially wholly-owned. Therefore, the basis in shares of the Company’s common stock have been pushed down from the accounts of the parent and recorded on the financial statements of the subsidiary. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended | |
Sep. 28, 2013 | ||
Recent Accounting Pronouncements | ' | |
3 | Recent Accounting Pronouncements | |
In July 2012, the FASB issued ASU No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” which amended the guidance on the annual impairment testing of indefinite-lived intangible assets other than goodwill. The amended guidance will allow a company the option to first assess qualitative factors to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, based on the qualitative assessment, it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying amount, quantitative impairment testing is required. However, if a company concludes otherwise, quantitative impairment testing is not required. This new guidance will be effective for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company adopted this guidance on December 30, 2012 the first day of the Company’s 2013 fiscal year; the Company performs its annual impairment test in the fourth quarter and does not expect the impact of adopting this standard to have a material effect on the consolidated financial statements. | ||
In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” which amended the guidance for reporting reclassifications out of accumulated other comprehensive income. The amended guidance will require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is entirely reclassified to net income, as required by U.S. GAAP. For other amounts, that are not required by U.S. GAAP to be entirely reclassified to net income, an entity is required to cross-reference other disclosures that will provide additional detail concerning these amounts. The amendments are effective for reporting periods beginning after December 15, 2012. The Company adopted this guidance on December 30, 2012 and its adoption did not have an effect on the Company’s consolidated financial statements. | ||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” ASU 2013-11 clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance is effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. The Company is currently assessing the impact, if any, on the condensed consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Acquisitions | ' | ||||||||||||
4 | Acquisitions: | ||||||||||||
On August 30, 2013, the Company entered into a Stock Purchase Agreement with Tire Distributors, Inc. (“TDI”) to acquire 100% of the outstanding capital stock of TDI. TDI owned and operated one distribution center serving over 1,700 customers across Maryland and northeastern Virginia. The acquisition was completed on August 30, 2013 and was funded through the Company’s ABL Facility. The Company does not believe the acquisition of TDI is a material transaction subject to the disclosures and supplemental pro forma information required by ASC 805 – Business Combinations. As a result, the information is not presented. | |||||||||||||
The acquisition of TDI was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. The purchase price has been preliminarily allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. A majority of the net assets acquired relate to a customer list intangible asset, which had an acquisition date fair value of $3.4 million. The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $1.7 million. The premium in the purchase price paid for the acquisition of TDI reflects the anticipated realization of operational and cost synergies. As additional information is obtained about these assets and liabilities within the measurement period, the Company expects to refine its estimates of fair value to allocate the purchase price more accurately. | |||||||||||||
On March 22, 2013, TriCan and ATDI entered into a Share Purchase Agreement with Regional Tire Holdings Inc., a corporation formed under the laws of the Province of Ontario (“Holdco”), RTD, a corporation formed under the laws of the Province of Ontario and a 100% owned subsidiary of Holdco, and the shareholders of Holdco, pursuant to which TriCan agreed to acquire from the shareholders of Holdco all of the issued and outstanding shares of Holdco for a purchase price of $62.5 million. Holdco has no significant assets or operations other than its ownership of RTD. The operations of RTD constitute the operations of Holdco. RTD is a wholesale distributor of tires, tire parts, tire accessories and related equipment in the Ontario and Atlantic provinces of Canada. The acquisition of RTD significantly expands the Company’s presence in the Ontario and Atlantic Provinces of Canada and complements the Company’s current operations in Canada. | |||||||||||||
The acquisition of RTD was completed on April 30, 2013 for aggregate cash consideration of approximately $64.9 million (the “Adjusted Purchase Price”) which includes initial working capital adjustments. The acquisition of RTD was funded by borrowings under the Company’s ABL Facility and FILO Facility, as more fully described in Note 9. The Adjusted Purchase Price was subject to certain post-closing adjustments, including, but not limited to, the finalization of working capital adjustments. Of the $64.9 million Adjusted Purchase Price, $6.3 million is held in escrow pending the resolution of the post-closing adjustments and other escrow release conditions in accordance with the terms of the purchase agreement and escrow agreement. During third quarter 2013, the Company and the shareholders of Holdco agreed on the post-closing working capital adjustments in accordance with the purchase agreement. This adjustment increased the Adjusted Purchase Price by $1.0 million to $65.9 million with a corresponding increase to goodwill of $1.0 million. | |||||||||||||
The acquisition of RTD was recorded using the acquisition method of accounting in accordance with current accounting guidance for business combinations and non-controlling interest. As a result, the Adjusted Purchase Price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. The allocation of the Adjusted Purchase Price is as follows: | |||||||||||||
In thousands | |||||||||||||
Cash | $ | 904 | |||||||||||
Accounts receivable | 10,093 | ||||||||||||
Inventory | 21,685 | ||||||||||||
Other current assets | 998 | ||||||||||||
Property and equipment | 1,050 | ||||||||||||
Intangible assets | 42,990 | ||||||||||||
Other assets | 52 | ||||||||||||
Total assets acquired | 77,772 | ||||||||||||
Debt | — | ||||||||||||
Accounts payable | 7,817 | ||||||||||||
Accrued and other liabilities | 12,740 | ||||||||||||
Deferred income taxes | 11,692 | ||||||||||||
Total liabilities assumed | 32,249 | ||||||||||||
Net assets acquired | 45,523 | ||||||||||||
Goodwill | 20,375 | ||||||||||||
Purchase price | $ | 65,898 | |||||||||||
The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $20.4 million. The premium in the purchase price paid for the acquisition of RTD primarily relates to growth opportunities from expanding the Company’s distribution footprint into Eastern Canada and through operating synergies available via the consolidation of certain distribution centers in Eastern Canada. | |||||||||||||
Cash and cash equivalents, accounts receivable and accounts payable were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities. Inventory was recorded at fair value, based on computation which considered many factors including the estimated selling price of the inventory, the cost to dispose the inventory as well as the replacement cost of the inventory, where applicable. | |||||||||||||
The Company recorded intangible assets based on their estimated fair value which consisted of the following: | |||||||||||||
In thousands | Estimated | Estimated | |||||||||||
Useful | Fair | ||||||||||||
Life | Value | ||||||||||||
Customer list | 16 years | $ | 40,720 | ||||||||||
Tradenames | 5 years | 1,900 | |||||||||||
Favorable leases | 4 years | 370 | |||||||||||
Total | $ | 42,990 | |||||||||||
RTD contributed net sales of approximately $60.6 million to the Company for the period from May 1, 2013 to September 28, 2013. Net loss contributed by RTD since the acquisition date was approximately $1.0 million which included non-cash amortization of the inventory step-up of $2.7 million and non-cash amortization expense on acquired intangible assets of $3.1 million. | |||||||||||||
On November 30, 2012, ATDI and ATD Acquisition Co. V Inc. (“Canada Acquisition”), a newly-formed direct 100% owned Canadian subsidiary of ATDI, entered into a Share Purchase Agreement with 1278104 Alberta Inc. (“Seller”), Triwest Trading (Canada) Ltd., a 100% owned subsidiary of Seller (“Triwest”) and certain shareholders of Seller pursuant to which Canada Acquisition agreed to acquire from Seller all of the issued and outstanding common shares of Triwest along with an outstanding loan owed to Seller by Triwest for approximately $97.5 million, subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. Of the $97.5 million purchase price, $15.0 million is held in escrow pending the resolution of the post-closing adjustments and other escrow release conditions in accordance with the terms of the purchase agreement and escrow agreement. As a result of the acquisition, Triwest became a direct 100% owned subsidiary of Canada Acquisition. Triwest (dba: TriCan Tire Distributors, or “TriCan”) is a wholesale distributor of tires, tire parts, tire accessories and related equipment in Canada with 15 distribution centers stretching across the country. The acquisition of TriCan expanded the Company’s footprint and distribution services into Canada for the first time. During second quarter 2013, the Company and the Seller agreed on the post-closing working capital adjustment in accordance with the purchase agreement. This adjustment reduced the purchase price by $3.4 million to $94.1 million with a corresponding decrease to goodwill of $3.4 million. | |||||||||||||
The acquisition of TriCan was completed on November 30, 2012 and funded through the Company’s ABL Facility. The acquisition of TriCan was recorded using the acquisition method of accounting in accordance with current accounting guidance for business combinations and non-controlling interest. As a result, the total purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. The allocation of the purchase price is as follows: | |||||||||||||
In thousands | |||||||||||||
Cash | $ | 1,344 | |||||||||||
Accounts receivable | 35,518 | ||||||||||||
Inventory | 45,445 | ||||||||||||
Other current assets | 495 | ||||||||||||
Property and equipment | 1,191 | ||||||||||||
Intangible assets | 49,940 | ||||||||||||
Other assets | 755 | ||||||||||||
Total assets acquired | 134,688 | ||||||||||||
Debt | — | ||||||||||||
Accounts payable | 37,576 | ||||||||||||
Accrued and other liabilities | 14,609 | ||||||||||||
Deferred income taxes | 13,003 | ||||||||||||
Other liabilities | 475 | ||||||||||||
Total liabilities assumed | 65,663 | ||||||||||||
Net assets acquired | 69,025 | ||||||||||||
Goodwill | 25,044 | ||||||||||||
Purchase price | $ | 94,069 | |||||||||||
The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $25.0 million. The premium in the purchase price paid for the acquisition of TriCan primarily relates to growth opportunities from expanding the Company’s distribution footprint into Canada. | |||||||||||||
Cash, and cash equivalents, accounts receivable and accounts payable were stated at their historical carrying values, which approximate their fair value, given the short-term nature of these assets and liabilities. Inventory was recorded at fair value, based on computations which considered many factors including the estimated selling price of the inventory, the cost to dispose the inventory as well as the replacement cost of the inventory, where applicable. | |||||||||||||
The Company recorded intangible assets based on their estimated fair value which consisted of the following: | |||||||||||||
In thousands | Estimated | Estimated | |||||||||||
Useful | Fair | ||||||||||||
Life | Value | ||||||||||||
Customer list | 16 years | $ | 44,621 | ||||||||||
Tradenames | 7 years | 4,958 | |||||||||||
Favorable leases | 6 years | 361 | |||||||||||
Total | $ | 49,940 | |||||||||||
The following unaudited pro forma supplementary data gives effect to the acquisitions of TriCan and RTD as if these transactions had occurred on January 1, 2012 (the first day of the Company’s 2012 fiscal year). The pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the TriCan and RTD acquisitions been consummated on the date assumed or of the Company’s results of operations for any future date. | |||||||||||||
Pro Forma | |||||||||||||
In thousands | Quarter | Nine Months | Nine Months | ||||||||||
Ended | Ended | Ended | |||||||||||
September 29, | September 28, | September 29, | |||||||||||
2012 | 2013 | 2012 | |||||||||||
Net sales | $ | 994,312 | $ | 2,817,147 | $ | 2,777,157 | |||||||
Net income (loss) | (9,410 | ) | (23,840 | ) | (13,065 | ) | |||||||
The pro forma supplementary data for the quarter and nine months ended September 29, 2012 and for the nine months ended September 28, 2013 includes $3.3 million, $10.2 million and $2.3 million, respectively, as an adjustment to historical amortization expense as a result of acquired intangible assets. | |||||||||||||
On May 24, 2012, the Company entered into a Stock Purchase Agreement with Firestone of Denham Springs, Inc. d/b/a Consolidated Tire & Oil (“CTO”) to acquire 100% of the outstanding capital stock of CTO. CTO owned and operated three distribution centers in Baton Rouge, Slidell and Lafayette, Louisiana serving over 500 customers. The acquisition was completed on May 24, 2012 and was funded through the Company’s ABL Facility. The Company does not believe the acquisition of CTO is a material transaction subject to the disclosures and supplemental pro forma information required by ASC 805 – Business Combinations. As a result, the information is not presented. | |||||||||||||
The acquisition of CTO was recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. A majority of the net assets acquired relate to a customer list intangible asset, which had an acquisition date fair value of $15.9 million. The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $10.1 million. The premium in the purchase price paid for the acquisition of CTO reflects the anticipated realization of operational and cost synergies. |
Inventories
Inventories | 9 Months Ended | |
Sep. 28, 2013 | ||
Inventories | ' | |
5 | Inventories: | |
Inventories consist primarily of tires, custom wheels and accessories and tire supplies and tools. Reported amounts are valued at the lower of cost, determined on the first-in, first-out (“FIFO”) method, or fair market value. The Company performs periodic assessments to determine the existence of obsolete, slow-moving and non-saleable inventories and records necessary provisions to reduce such inventories to net realizable value. A majority of the Company’s tire vendors allow for the return of tire products, subject to certain limitations, specified in supply arrangements with the vendors. In addition, the Company’s inventory is collateral under the ABL Facility and the FILO Facility. See Note 9 for further information. | ||
As a result of the TriCan, RTD and TDI acquisitions, the carrying value of the acquired inventory was increased by $6.3 million, $2.7 million and $0.2 million, respectively, to adjust to estimated fair value in accordance with the accounting guidance for business combinations. The step-up in inventory value for each acquisition was amortized into cost of goods sold over the period of the Company’s normal inventory turns, which approximates two months. Amortization of the inventory step-up included in cost of goods sold in the accompanying condensed consolidated statements of comprehensive income (loss) for the quarter and nine months ended September 28, 2013 was $0.1 million and $5.0 million, respectively. |
Assets_Held_for_Sale
Assets Held for Sale | 9 Months Ended | |
Sep. 28, 2013 | ||
Assets Held for Sale | ' | |
6 | Assets Held for Sale: | |
In accordance with current accounting standards, the Company classifies assets as held for sale in the period in which all held for sale criteria is met. Assets held for sale are reported at the lower of their carrying amount or fair value less cost to sell and are no longer depreciated. At September 28, 2013, assets held for sale totaled $3.4 million, of which $1.1 million were residential properties that were acquired as part of employee relocation packages. The Company is actively marketing these properties and anticipates that they will be sold within a twelve-month period from the date in which they are classified as held for sale. | ||
As part of the Am-Pac Tire Dist., Inc (“Am-Pac”) acquisition in 2008, the Company acquired a distribution center in California which contained office space that served as Am-Pac’s headquarters. The facility was used as a warehouse within the Company’s distribution operations until its activities were absorbed into nearby existing locations during 2011. During the first quarter of 2013, the Company determined that the carrying value of the facility exceeded its fair value due to the current market conditions. As a result, the Company recorded a $0.5 million adjustment related to the fair value of this facility. During the third quarter of 2013, the Company received $3.9 million in cash for the sale of this facility. The carrying value of the facility was $4.0 million. Accordingly, the Company has recognized a pre-tax loss on the sales of this facility of $0.1 million within the accompanying condensed consolidated statement of comprehensive income (loss). | ||
On February 1, 2012, the Company reacquired one of three facilities originally included in a sale-leaseback transaction completed in 2002 that had an initial lease term of 20 years, followed by two 10 year renewal options. The facility was used as a distribution center within the Company’s operations until its activities were relocated to an expanded location during the second quarter of 2012. As a result, the Company classified the facility as held for sale during the third quarter of 2012 when the appropriate criteria was met. During the third quarter of 2013, the Company determined that the carrying value of this facility exceeded its fair value due to current market conditions. As a result, the Company recorded a $0.3 million adjustment related to the fair value of this facility. At September 28, 2013, the carrying value of the facility was $1.5 million. See Note 15 for information on the sale of this facility subsequent to the quarter end. | ||
During the quarter ended September 28, 2013, the Company classified a facility located in Georgia as held for sale. The facility was previously used as a distribution center within the Company’s operations until its activities were relocated to an expanded facility. The Company is actively marketing this property and anticipates that it will be sold within a twelve-month period. As of September 28, 2013, the carrying value of the facility was $0.8 million. |
Goodwill
Goodwill | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Goodwill | ' | ||||
7 | Goodwill: | ||||
The Company records as goodwill the excess of the purchase price over the fair value of the net assets acquired. Once the final valuation has been performed for each acquisition, adjustments may be recorded. Goodwill is tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset. | |||||
The changes in the carrying amount of goodwill are as follows: | |||||
In thousands | |||||
Balance, December 29, 2012 | $ | 483,143 | |||
Purchase accounting adjustments | (1,348 | ) | |||
Acquisitions | 23,652 | ||||
Currency translation | (1,402 | ) | |||
Balance, September 28, 2013 | $ | 504,045 | |||
At September 28, 2013, the Company has recorded goodwill of $504.0 million, of which approximately $26.4 million of net goodwill is deductible for income tax purposes in future periods. The balance primarily relates to the Merger on May 28, 2010, in which $418.6 million was recorded as goodwill. The Company does not have any accumulated goodwill impairment losses. | |||||
On August 30, 2013, the Company entered into a Stock Purchase Agreement to acquire 100% of the outstanding capital stock of TDI. The acquisition was completed on August 30, 2013 and was funded through the Company’s ABL Facility. The purchase price has been preliminarily allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. As a result, the Company recorded $1.7 million as goodwill. See Note 4 for additional information. | |||||
On April 30, 2013, TriCan completed the acquisition of RTD pursuant to a Share Purchase Agreement entered into on March 22, 2013. The acquisition was funded through the Company’s ABL Facility and FILO Facility. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. During third quarter 2013, the Company finalized the post-closing working capital adjustments in accordance with the purchase agreement. This adjustment increased goodwill by $1.0 million to $20.4 million at September 28, 2013. See Note 4 for additional information. | |||||
In addition, the Company acquired the inventory and accounts receivable of a small Canadian distributor in February 2013. The purchase price was allocated to the assets acquired based on their estimated fair market value, which resulted in an increase to goodwill of $1.6 million. | |||||
On November 30, 2012, ATDI and Canada Acquisition entered into a Share Purchase Agreement to acquire all of the issued and outstanding common shares of TriCan. The acquisition was completed on November 30, 2012 and was funded through the Company’s ABL Facility. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. During the nine months ended September 28, 2013, the Company adjusted the fair market value of certain working capital items. These adjustments increased goodwill by $1.4 million to $25.0 million at September 28, 2013. See Note 4 for additional information. | |||||
On May 24, 2012, the Company entered into a Stock Purchase Agreement to acquire 100% of the outstanding capital stock of CTO. The acquisition was completed on May 24, 2012 and was funded through the Company’s ABL Facility. The purchase price has been allocated to assets acquired and liabilities assumed based on the estimated fair market value of such assets and liabilities at the date of acquisition. During second quarter 2013, the Company finalized the post-closing working capital adjustments in accordance with the purchase agreement. This adjustment increased goodwill by $0.6 million to $10.1 million at September 28, 2013. See Note 4 for additional information. |
Intangible_Assets
Intangible Assets | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Intangible Assets | ' | ||||||||||||||||
8 | Intangible Assets: | ||||||||||||||||
Indefinite-lived intangible assets are tested and reviewed annually for impairment during the fourth quarter or whenever there is a significant change in events or circumstances that indicate that the fair value of the asset may be less than the carrying amount of the asset. All other intangible assets with finite lives are being amortized on a straight-line or accelerated basis over periods ranging from one to nineteen years. | |||||||||||||||||
The following table sets forth the gross amount and accumulated amortization of the Company’s intangible assets at September 28, 2013 and December 29, 2012: | |||||||||||||||||
September 28, 2013 | December 29, 2012 | ||||||||||||||||
In thousands | Gross | Accumulated | Gross | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Customer lists | $ | 675,221 | $ | 208,526 | $ | 632,589 | $ | 156,249 | |||||||||
Noncompete agreements | 12,110 | 5,467 | 7,898 | 2,841 | |||||||||||||
Favorable leases | 712 | 86 | 360 | 5 | |||||||||||||
Tradenames | 10,746 | 3,305 | 9,043 | 1,990 | |||||||||||||
Total finite-lived intangible assets | 698,789 | 217,384 | 649,890 | 161,085 | |||||||||||||
Tradenames (indefinite-lived) | 249,893 | — | 249,893 | — | |||||||||||||
Total intangible assets | $ | 948,682 | $ | 217,384 | $ | 899,783 | $ | 161,085 | |||||||||
As part of the preliminary purchase price allocation of TDI, the Company allocated $3.4 million to a finite-lived customer list intangible asset with a useful life of sixteen years. As part of the purchase price allocation of RTD, the Company allocated $40.7 million to a finite-lived customer list intangible asset with a useful life of sixteen years, $1.9 million to a finite-lived tradename with a useful life of five years and $0.4 million to a finite-lived favorable leases intangible asset with a useful life of four years. As part of the purchase price allocation of TriCan, the Company allocated $44.6 million to a finite-lived customer list intangible asset with a useful life of sixteen years, $4.9 million to a finite-lived tradename with a useful life of seven years and $0.4 million to a finite-lived favorable leases intangible asset with a useful life of six years. In addition, the Company allocated $15.9 million to a finite-lived customer list intangible asset with a useful life of sixteen years as part of the purchase price allocation for CTO. See Note 4 for additional information. | |||||||||||||||||
Intangible asset amortization expense was $19.7 million and $16.7 million for the quarters ended September 28, 2013 and September 29, 2012 respectively. For the nine months ended September 28, 2013 and September 29, 2012, intangible asset amortization expense was $56.3 million and $48.9 million, respectively. Estimated amortization expense on existing intangible assets is expected to approximate $19.8 million for the remaining three months of 2013 and approximately $72.7 million in 2014, $62.4 million in 2015, $52.6 million in 2016 and $46.0 million in 2017. |
Longterm_Debt
Long-term Debt | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Long-term Debt | ' | ||||||||
9 | Long-term Debt: | ||||||||
The following table presents the Company’s long-term debt at September 28, 2013 and at December 29, 2012: | |||||||||
In thousands | September 28, | December 29, | |||||||
2013 | 2012 | ||||||||
U.S. ABL Facility | $ | 457,515 | $ | 478,616 | |||||
Canadian ABL Facility | 53,062 | 10,976 | |||||||
FILO Facility | 49,152 | — | |||||||
Senior Secured Notes | 248,111 | 247,802 | |||||||
Senior Subordinated Notes | 200,000 | 200,000 | |||||||
Capital lease obligations | 12,277 | 12,469 | |||||||
Other | 1,236 | 1,341 | |||||||
Total debt | 1,021,353 | 951,204 | |||||||
Less - Current maturities | (533 | ) | (493 | ) | |||||
Long-term debt | $ | 1,020,820 | $ | 950,711 | |||||
The fair value of the Company’s long-term senior notes was $473.6 million at September 28, 2013 and $477.0 million at December 29, 2012. The fair value of the Senior Secured Notes is based upon quoted market values (Level 1). However, the Company uses quoted prices for similar liabilities (Level 2) in order to fair value the Senior Subordinated Notes. | |||||||||
ABL Facility | |||||||||
In connection with the acquisition of TriCan on November 30, 2012, the Company amended and restated its Fifth Amended and Restated Credit Agreement in order to provide for borrowings under the agreement by TriCan and make certain other amendments (as so amended and restated, the “Sixth Amended and Restated Credit Agreement”). The Sixth Amended and Restated Credit Agreement provides for (i) U.S. revolving credit commitments of $850.0 million (of which up to $50.0 million can be utilized in the form of commercial and standby letters of credit), subject to U.S. borrowing base availability (the “U.S. ABL Facility”) and (ii) Canadian revolving credit commitments of $60.0 million (of which up to $10.0 million can be utilized in the form of commercial and standby letters of credit), subject to Canadian borrowing base availability (the “Canadian ABL Facility” and, collectively with the U.S. ABL Facility, the “ABL Facility”). The U.S. ABL Facility provides for revolving loans available to ATDI, its 100% owned subsidiary Am-Pac Tire Dist. Inc. and any other U.S. subsidiary that the Company designates in the future in accordance with the terms of the agreement. The Canadian ABL Facility provides for revolving loans available to TriCan and any other Canadian subsidiaries that the Company designates in the future in accordance with the terms of the agreement. Provided that no default or event of default then exists or would arise therefrom, the Company has the option to request that the ABL Facility be increased by an amount not to exceed $200.0 million (up to $50.0 million of which may be allocated to the Canadian ABL Facility), subject to certain rights of the administrative agent, swingline lender and issuing banks with respect to the lenders providing commitments for such increase. The maturity date for the Sixth Amended and Restated Credit Agreement is November 16, 2017, provided that if on March 1, 2017, either (i) more than $50.0 million in aggregate principal amount of ATDI’s Senior Secured Notes remains outstanding or (ii) any principal amount of ATDI’s Senior Secured Notes remains outstanding with a scheduled maturity date which is earlier than 91 days after November 16, 2017 and excess availability under the ABL Facility is less than 12.5% of the aggregate revolving commitments, then the maturity date will be March 1, 2017. | |||||||||
In connection with the acquisition of RTD, on March 22, 2013, the Company entered into the First Amendment to Sixth Amended and Restated Credit Agreement, which provides for the Company’s ABL Facility and FILO Facility (the “First Amendment”). The First Amendment (1) provided the U.S. Borrowers under the agreement with a new first-in last-out facility (the “FILO Facility”) in an aggregate principal amount of up to $60.0 million, subject to a borrowing base specific thereto, and (2) increased the aggregate principal amount available under the Canadian ABL Facility from $60.0 million to $100.0 million, subject to the Canadian borrowing base. The additional borrowings provided for under the First Amendment were contingent upon, among other things, the closing of the RTD acquisition on or before May 31, 2013. The closing of the RTD acquisition occurred, and the borrowings under the FILO Facility became available, on April 30, 2013. The First Amendment also made certain other changes to the Sixth Amended and Restated Credit Agreement and added RTD as a party upon the closing of the acquisition. The maturity date for the FILO Facility is 18 months from April 30, 2013. The First Amendment did not change the maturity dates of the U.S. ABL Facility or the Canadian ABL Facility or the material terms under which either facility may be accelerated or the U.S. ABL Facility may be increased. Immediately following the closing of the RTD acquisition, $50.1 million was drawn on the FILO Facility. | |||||||||
As of September 28, 2013, the Company had $457.5 million outstanding under the U.S. ABL Facility. In addition, the Company had certain letters of credit outstanding in the aggregate amount of $8.2 million, leaving $158.9 million available for additional borrowings under the U.S. ABL Facility. The outstanding balance of the Canadian ABL Facility as of September 28, 2013 was $53.1 million, leaving $24.9 million available for additional borrowings. The outstanding balance of the FILO facility as of September 28, 2013 was $49.2 million. | |||||||||
Borrowings under the U.S. ABL Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 2.0% as of September 28, 2013 or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by the Bank of America, N.A. as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 1⁄2 of 1% and (3) the one month-Adjusted LIBOR rate plus 1.0% per annum, plus an applicable margin of 1.0% as of September 28, 2013. The applicable margins under the U.S. ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility. | |||||||||
Borrowings under the Canadian ABL Facility bear interest at a rate per annum equal to either (a) a Canadian base rate determined by reference to the highest of (1) the base rate as published by Bank of America, N.A. (acting through its Canada branch) as its “base rate”, (2) the federal funds rate effective plus 1⁄2 of 1% per annum and (3) the one month-LIBOR rate plus 1.0% per annum, plus an applicable margin of 1.0% as of September 28, 2013 or (b) a Canadian prime rate determined by reference to the highest of (1) the prime rate as published by Bank of America, N.A. (acting through its Canada branch) as its “prime rate”, (2) the sum of 1⁄2 of 1% plus the Canadian overnight rate and (3) the sum of 1% plus the rate of interest per annum equal to the average rate applicable to Canadian Dollar bankers’ acceptances as published by Reuters Monitor Money Rates Service for a 30 day interest period, plus an applicable margin of 1.0% as of September 28, 2013. The applicable margins under the Canadian ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility. | |||||||||
Borrowings under the FILO Facility bear interest at a rate per annum equal to, at the Company’s option, either (a) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 3.5% as of September 28, 2013 or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by the Bank of America, N.A. as its “prime rate” for commercial loans, (2) the federal funds effective rate plus 1⁄2 of 1% and (3) the one month-Adjusted LIBOR rate plus 1.0% per annum, plus an applicable margin of 2.5% as of September 28, 2013. The applicable margins under the FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility. | |||||||||
The U.S. and Canadian borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of: | |||||||||
• | 85% of eligible accounts receivable of the U.S. or Canadian loan parties, as applicable; plus | ||||||||
• | The lesser of (a) 70% of the lesser of cost or market value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable; plus | ||||||||
• | The lesser of (a) 50% of the lower of cost or market value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable. | ||||||||
The FILO borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of: | |||||||||
• | 5% of eligible accounts receivable of the U.S. loan parties, as applicable; plus | ||||||||
• | 7.5% of the net orderly liquidation value of the eligible tire and non-tire inventory of the U.S. loan parties, as applicable. | ||||||||
All obligations under the U.S. ABL Facility and the FILO Facility are unconditionally guaranteed by Holdings and substantially all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp and TDI. The Canadian ABL Facility is unconditionally guaranteed by the U.S. loan parties, TriCan, RTD and any future, direct and indirect, wholly-owned, material restricted Canadian subsidiaries. Obligations under the U.S. ABL Facility and the FILO Facility are secured by a first-priority lien on inventory, accounts receivable and related assets and a second-priority lien on substantially all other assets of the U.S. loan parties, subject to certain exceptions. Obligations under the Canadian ABL Facility are secured by a first-priority lien on inventory, accounts receivable and related assets and a second-priority lien on substantially all other assets of the U.S. loan parties and the Canadian loan parties, subject to certain exceptions. | |||||||||
The ABL Facility and FILO Facility contain customary covenants, including covenants that restricts the Company’s ability to incur additional debt, grant liens, enter into guarantees, enter into certain mergers, make certain loans and investments, dispose of assets, prepay certain debt, declare dividends, modify certain material agreements, enter into transactions with affiliates or change the Company’s fiscal year. If the amount available for additional borrowings under the ABL Facility is less than the greater of (a) 10.0% of the lesser of (x) the aggregate commitments under the ABL Facility and (y) the aggregate borrowing base and (b) $25.0 million, then the Company would be subject to an additional covenant requiring them to meet a fixed charge coverage ratio of 1.0 to 1.0. As of September 28, 2013, the Company’s additional borrowing availability under the ABL Facility was above the required amount and the Company was therefore not subject to the additional covenants. | |||||||||
Senior Secured Notes | |||||||||
On May 28, 2010, ATDI issued Senior Secured Notes (“Senior Secured Notes”) due June 1, 2017 in an aggregate principal amount at maturity of $250.0 million. The Senior Secured Notes were issued at a discount from their principal amount at maturity and generated net proceeds of approximately $240.7 million after debt issuance costs (which represents a non-cash financing activity of $9.3 million). The Senior Secured Notes will accrete based on an effective interest rate of 10% to an aggregate accreted value of $250.0 million, the full principal amount at maturity. The Senior Secured Notes bear interest at a fixed rate of 9.75% per annum. Interest on the Senior Secured Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010. The Senior Secured Notes may be redeemed at any time at the option of ATDI, in whole or in part, upon not less than 30 nor more than 60 days notice at a redemption price of 107.313% of the principal amount if the redemption date occurs between June 1, 2013 and May 31, 2014, 104.875% of the principal amount if the redemption date occurs between June 1, 2014 and May 31, 2015, 102.438% of the principal amount if the redemption date occurs between June 1, 2015 and May 31, 2016 and 100.0% of the principal amount if the redemption date occurs between June 1, 2016 and May 31, 2017. | |||||||||
The Senior Secured Notes are unconditionally guaranteed by Holdings and substantially all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp and TDI, subject to certain exceptions. The Senior Secured Notes are also collateralized by a second-priority lien on accounts receivable and related assets and a first-priority lien on substantially all other assets (other than inventory), in each case of Holdings, ATDI and the guarantor subsidiaries, subject to certain exceptions. | |||||||||
The indenture governing the Senior Secured Notes contains covenants that, among other things, limits ATDI’s ability and the ability of its restricted subsidiaries to incur additional debt or issue preferred stock; pay certain dividends or make certain distributions in respect of ATDI’s or repurchase or redeem ATDI’s capital stock; make certain loans, investments or other restricted payments; place restrictions on the ability of ATDI’s subsidiaries to pay dividends or make other payments to ATDI; engage in transactions with stockholders or affiliates; transfer or sell certain assets; guarantee indebtedness or incur other contingent obligations; incur certain liens; consolidate, merge or sell all or substantially all of ATDI’s assets; enter into certain transactions with ATDI’s affiliates; and designate ATDI’s subsidiaries as unrestricted subsidiaries. | |||||||||
Senior Subordinated Notes | |||||||||
On May 28, 2010, ATDI issued Senior Subordinated Notes due June 1, 2018 (“Senior Subordinated Notes”) in an aggregate principal amount of $200.0 million. The Senior Subordinated Notes bear interest at a fixed rate of 11.50% per annum. Interest on the Senior Subordinated Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010. The Senior Subordinated Notes may be redeemed at any time at the option of ATDI, in whole or in part, upon not less than 30 nor more than 60 days notice at a redemption price of 104.0% of the principal amount if the redemption date occurs between June 1, 2013 and May 31, 2014, 102.0% of the principal amount if the redemption date occurs between June 1, 2014 and May 31, 2015 and 100.0% of the principal amount if the redemption date occurs between June 1, 2015 and May 31, 2016. | |||||||||
The Senior Subordinated Notes are unconditionally guaranteed by Holdings and substantially all of ATDI’s existing and future, direct and indirect, wholly-owned domestic material restricted subsidiaries, other than Tire Pros Francorp and TDI, subject to certain exceptions. | |||||||||
The indenture governing the Senior Subordinated Notes contains covenants that, among other things, limits ATDI’s ability and the ability of its restricted subsidiaries to incur additional debt or issue preferred stock; pay certain dividends or make certain distributions in respect of ATDI’s or repurchase or redeem ATDI’s capital stock; make certain loans, investments or other restricted payments; place restrictions on the ability of ATDI’s subsidiaries to pay dividends or make other payments to ATDI; engage in transactions with stockholders or affiliates; transfer or sell certain assets; guarantee indebtedness or incur other contingent obligations; incur certain liens without securing the Senior Subordinated Notes; consolidate, merge or sell all or substantially all of ATDI’s assets; enter into certain transactions with ATDI’s affiliates; and designate ATDI’s subsidiaries as unrestricted subsidiaries. | |||||||||
Capital Lease Obligations | |||||||||
At December 31, 2011, the Company had a capital lease obligation of $14.1 million which related to the 2002 sale and subsequent leaseback of three of its owned facilities. Due to continuing involvement with the properties, the Company accounted for the transaction as a direct financing lease and recorded the cash received as a financing obligation. The transaction had an initial lease term of 20 years, followed by two 10 year renewal options. No gain or loss was recognized as a result of the initial sales transaction. | |||||||||
On February 1, 2012, the Company reacquired one of the three facilities included in the 2002 sale-leaseback transaction for $1.5 million. Accordingly, the original lease was amended to extend the lease term on the two remaining facilities by 5 years as well as to adjust the future lease payments over the remaining 15 years. Per ASC 470 - Debt, the change in the debt terms was not considered substantial. As a result, the Company treated the amendment as a debt modification for accounting purposes and therefore, reduced the financing obligation by the purchase price. Cash payments to the lessor are allocated between interest expense and amortization of the financing obligation. At the end of the lease term, the Company will recognize the sale of the remaining facilities; however, no gain or loss will be recognized as the financing obligation will equal the expected carrying value of the facilities. At September 28, 2013, the outstanding balance of the financing obligation was $12.3 million. |
Derivative_Instruments
Derivative Instruments | 9 Months Ended | ||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||
Derivative Instruments | ' | ||||||||||||||||||
10 | Derivative Instruments: | ||||||||||||||||||
In the normal course of business, the Company is exposed to the risk associated with exposure to fluctuations in interest rates on our variable rate debt. These fluctuations can increase the cost of financing, investing and operating the business. The Company has used derivative financial instruments to help manage this risk and reduce the impacts of these exposures and not for trading or other speculative purposes. All derivatives are recognized on the condensed consolidated balance sheet at their fair value as either assets or liabilities. Changes in the fair value of contracts that qualify for hedge accounting treatment are recorded in accumulated other comprehensive income (loss), net of taxes, and are recognized in the statement of comprehensive income (loss) at the time earnings are affected by the hedged transaction. For other derivatives, changes in the fair value of the contract are recognized immediately in the statement of comprehensive income (loss). | |||||||||||||||||||
On September 4, 2013, the Company entered into a spot interest rate swap and two forward-starting interest rate swaps (collectively the “3Q 2013 Swaps”) each of which are used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The spot interest rate swap in place covers a notional amount of $100.0 million at a fixed interest rate of 1.145% and expires in September 2016. The forward-starting interest rate swaps in place cover an aggregate notional amount of $100.0 million, of which $50.0 million becomes effective in September 2014 at a fixed interest rate of 1.464% and will expire in September 2016 and $50.0 million becomes effective in September 2015 at a fixed interest rate of 1.942% and will expire in September 2016. The counterparty to each swap is a major financial institution. The 3Q 2013 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in the condensed consolidated statement of comprehensive income (loss). | |||||||||||||||||||
On August 1, 2012, the Company entered into two interest rate swap agreements (“3Q 2012 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place cover an aggregate notional amount of $100.0 million, with each $50.0 million contract having a fixed rate of 0.655% and expiring in June 2016. The counterparty to each swap is a major financial institution. The 3Q 2012 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in the condensed consolidated statement of comprehensive income (loss). | |||||||||||||||||||
On September 23, 2011, the Company entered into two interest rate swap agreements (“3Q 2011 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place cover an aggregate notional amount of $100.0 million, of which $50.0 million is at a fixed rate of 0.74% and will expire in September 2014 and $50.0 million is at a fixed rate of 1.0% and will expire in September 2015. The counterparty to each swap is a major financial institution. The 3Q 2011 Swaps do not meet the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract is recognized in the condensed consolidated statement of comprehensive income (loss). | |||||||||||||||||||
On February 24, 2011, the Company entered into two interest rate swap agreements (“1Q 2011 Swaps”) used to hedge a portion of the Company’s exposure to changes in its variable interest rate debt. The swaps in place covered an aggregate notional amount of $75.0 million, of which $25.0 million was at a fixed interest rate of 0.585% and expired in February 2012. The remaining swap covered an aggregate notional amount of $50.0 million at a fixed interest rate of 1.105% and expired in February 2013. The counterparty to each swap was a major financial institution. Neither swap met the criteria to qualify for hedge accounting treatment; therefore, changes in the fair value of each contract were recognized in the condensed consolidated statement of comprehensive income (loss). | |||||||||||||||||||
The following tables present the fair values of the Company’s derivative instruments included within the condensed consolidated balance sheets as of September 28, 2013 and December 29, 2012: | |||||||||||||||||||
Liability Derivatives | |||||||||||||||||||
In thousands | Balance Sheet | September 28, | December 29, | ||||||||||||||||
Location | 2013 | 2012 | |||||||||||||||||
Derivatives not designated as hedges: | |||||||||||||||||||
1Q 2011 swap - $50 million notional | Accrued expenses | $ | — | $ | 149 | ||||||||||||||
3Q 2011 swaps - $100 million notional | Accrued expenses | 903 | 1,314 | ||||||||||||||||
3Q 2012 swaps - $100 million notional | Accrued expenses | 265 | 750 | ||||||||||||||||
3Q 2013 swaps - $200 million notional | Accrued expenses | 1,787 | — | ||||||||||||||||
Total | $ | 2,955 | $ | 2,213 | |||||||||||||||
The pre-tax effect of the Company’s derivative instruments on the condensed consolidated statement of comprehensive income (loss) was as follows: | |||||||||||||||||||
(Gain) Loss Recognized | |||||||||||||||||||
In thousands | Location of | Quarter | Quarter | Nine Months | Nine Months | ||||||||||||||
(Gain) Loss | Ended | Ended | Ended | Ended | |||||||||||||||
Recognized | September 28, | September 29, | September 28, | September 29, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Derivatives not designated as hedges: | |||||||||||||||||||
1Q 2011 swap - $50 million notional | Interest Expense | $ | — | $ | (34 | ) | $ | (149 | ) | $ | (78 | ) | |||||||
1Q 2011 swap - $25 million notional | Interest Expense | — | — | — | (12 | ) | |||||||||||||
3Q 2011 swaps - $100 million notional | Interest Expense | (10 | ) | 266 | (412 | ) | 912 | ||||||||||||
3Q 2012 swaps - $100 million notional | Interest Expense | 316 | 810 | (484 | ) | 810 | |||||||||||||
3Q 2013 swaps - $200 million notional | Interest Expense | 1,787 | — | 1,787 | — | ||||||||||||||
Total | $ | 2,093 | $ | 1,042 | $ | 742 | $ | 1,632 | |||||||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
11 | Fair Value of Financial Instruments: | ||||||||||||||||
The accounting standard for fair value measurements establishes a framework for measuring fair value that is based on the inputs market participants use to determine the fair value of an asset or liability and establishes a fair value hierarchy to prioritize those inputs. The fair value hierarchy is comprised of three levels that are described below: | |||||||||||||||||
• | Level 1 Inputs - Inputs based on quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | Level 2 Inputs - Inputs other than Level 1 quoted prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. | ||||||||||||||||
• | Level 3 Inputs - Unobservable inputs based on little or no market activity and that are significant to the fair value of the assets and liabilities, therefore requiring an entity to develop its own assumptions. | ||||||||||||||||
The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs are obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions regarding what a third party would use in pricing an asset or liability based on the best information available under the circumstances. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||
The following table presents the fair value and hierarchy levels for the Company’s assets and liabilities, which are measured at fair value on a recurring basis as of September 28, 2013: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
In thousands | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Benefit trust assets | $ | 3,135 | $ | 3,135 | $ | — | $ | — | |||||||||
Total | $ | 3,135 | $ | 3,135 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Derivative instruments | $ | 2,955 | $ | — | $ | 2,955 | $ | — | |||||||||
Total | $ | 2,955 | $ | — | $ | 2,955 | $ | — | |||||||||
ASC 820 – Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company determines fair value of its financial assets and liabilities using the following methodologies: | |||||||||||||||||
• | Benefit trust assets - These assets include money market and mutual funds that are the underlying for deferred compensation plan assets, held in a rabbi trust. The fair value of the assets is based on observable market prices quoted in readily accessible and observable markets. | ||||||||||||||||
• | Derivative instruments - These instruments consist of interest rate swaps. The fair value is based upon quoted prices for similar instruments from a financial institution that is counterparty to the transaction. | ||||||||||||||||
The fair values of cash and cash equivalents, accounts receivable and accounts payable approximate their carrying values due to the short-term nature of these instruments. The methodologies used by the Company to determine the fair value of its financial assets and liabilities at September 28, 2013 are the same as those used at December 29, 2012. As a result, there have been no transfers between Level 1 and Level 2 categories. | |||||||||||||||||
As discussed in Note 6, the Company determined that the carrying of the facility reacquired in 2012, and which is classified as held for sale at September 28, 2013, exceeded its fair value due to current market conditions. As a result, the Company recorded a $0.3 million adjustment during the third quarter of 2013 related to the fair value of this facility. As of September 28, 2013, the fair value of the facility was $1.5 million and was based upon an agreement for the sale of the facility (Level 1). See Note 15 for additional information. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||
12 | Stock-Based Compensation: | ||||||||||||||||
The Company accounts for stock-based compensation awards in accordance with ASC 718 - Compensation, which requires a fair-value based method for measuring the value of stock-based compensation. Fair value is measured once at the date of grant and is not adjusted for subsequent changes. The Company’s stock-based compensation plans include programs for stock options and restricted stock units. | |||||||||||||||||
Stock Options | |||||||||||||||||
In August 2010, the Company’s indirect parent company adopted a Management Equity Incentive Plan (the “2010 Plan”), pursuant to which the indirect parent company will grant options to selected employees and directors of the Company. The 2010 Plan, which includes both time-based and performance-based awards, was amended on February 15, 2013 by the board of directors of the Company’s indirect parent, Accelerate Parent Corp., to increase the maximum number of shares of common stock for which stock options may be granted under the 2010 Plan, from 48.6 million to 52.1 million. In addition to the increase in the maximum number of shares, on February 15, 2013 the board of directors of Accelerate Parent Corp. approved the issuance of stock options to certain members of management. The approved options are for the purchase of up to 3.5 million shares of common stock, have an exercise price of $1.20 per share, and vest over a three to five-year vesting period. As of September 28, 2013, the Company has 1.9 million shares available for future incentive awards. | |||||||||||||||||
Changes in options outstanding under the 2010 Plan are as follows: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of Shares | Average | ||||||||||||||||
Exercise Price | |||||||||||||||||
Outstanding - December 29, 2012 | 46,681,600 | $ | 1.01 | ||||||||||||||
Granted | 3,500,002 | 1.2 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Cancelled | (66,666 | ) | 1 | ||||||||||||||
Outstanding - September 28, 2013 | 50,114,936 | $ | 1.02 | ||||||||||||||
Exercisable - September 28, 2013 | 27,998,413 | $ | 1.01 | ||||||||||||||
Options granted under the 2010 Plan expire no later than 10 years from the date of grant and vest based on the passage of time and/or the achievement of certain performance targets in equal installments over three or five years. The weighted-average remaining contractual term for options outstanding and exercisable at September 28, 2013 was 7.2 years and 7.1 years, respectively. The fair value of each of the Company’s time-based stock option awards is expensed on a straight-line basis over the requisite service period, which is generally the three or five-year vesting period of the options. However, for options granted with performance target requirements, compensation expense is recognized when it is probable that both the performance target will be achieved and the requisite service period is satisfied. At September 28, 2013, unrecognized compensation expense related to non-vested options granted under the 2010 Plan totaled $8.2 million and the weighted-average period over which this expense will be recognized is 1.6 years. | |||||||||||||||||
The weighted average fair value of stock options granted during the nine months ended September 28, 2013 and September 29, 2012 was $0.54 and $0.50, respectively, using the Black-Scholes option pricing model. The following weighted average assumptions were used: | |||||||||||||||||
Nine Months | Nine Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
September 28, | September 29, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Risk-free interest rate | 1.38 | % | 1.48 | % | |||||||||||||
Dividend yield | — | — | |||||||||||||||
Expected life | 6.0 years | 6.5 years | |||||||||||||||
Volatility | 45.39 | % | 42.81 | % | |||||||||||||
As the Company does not have sufficient historical volatility data for the Company’s own common stock, the stock price volatility utilized in the fair value calculation is based on the Company’s peer group in the industry in which it does business. The risk-free interest rate is based on the yield-curve of a zero-coupon U.S. Treasury bond on the date the award is granted with a maturity equal to the expected term of the award. Because the Company does not have relevant data available regarding the expected life of the award, the expected life is derived from the Simplified Method as allowed under SAB Topic 14. | |||||||||||||||||
Restricted Stock Units (RSUs) | |||||||||||||||||
In October 2010, the Company’s indirect parent company adopted the Non-Employee Director Restricted Stock Plan (the “2010 RSU Plan”), pursuant to which the indirect parent company will grant restricted stock units to non-employee directors of the Company. Upon vesting, these awards entitle the holder to receive one share of common stock for each restricted stock unit granted. The 2010 RSU Plan provides that a maximum of 0.8 million shares of common stock of the indirect parent may be granted to non-employee directors of the Company, of which 0.3 million remain available at September 28, 2013 for future incentive awards. | |||||||||||||||||
The following table summarizes RSU activity under the 2010 RSU Plan for the nine months ended September 28, 2013: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of Shares | Average | ||||||||||||||||
Exercise Price | |||||||||||||||||
Outstanding and unvested at December 29, 2012 | 269,298 | $ | 1.11 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (159,649 | ) | 1.1 | ||||||||||||||
Cancelled | (21,930 | ) | 1.14 | ||||||||||||||
Outstanding and unvested at September 28, 2013 | 87,719 | $ | 1.14 | ||||||||||||||
The fair value of each of the RSU awards is measured as the grant-date price of the common stock and is expensed on a straight-line basis over the requisite service period, which is generally the two-year vesting period. At September 28, 2013 unrecognized compensation expense related to non-vested RSUs granted under the 2010 RSU Plan totaled $0.1 million and the weighted-average period over which this expense will be recognized is 0.3 years. | |||||||||||||||||
Compensation Expense | |||||||||||||||||
Stock-based compensation expense is included in selling, general and administrative expenses within the condensed consolidated statement of comprehensive income (loss). The amount of compensation expense recognized during a period is based on the portion of the granted awards that are expected to vest. Ultimately, the total expense recognized over the vesting period will equal the fair value of the awards as of the grant date that actually vest. The following table summarizes the compensation expense recognized: | |||||||||||||||||
In thousands | Quarter | Quarter | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock Options | $ | 584 | $ | 1,534 | $ | 1,962 | $ | 2,584 | |||||||||
Restricted Stock Units | 12 | 73 | 85 | 177 | |||||||||||||
Total | $ | 596 | $ | 1,607 | $ | 2,047 | $ | 2,761 | |||||||||
Income_Taxes
Income Taxes | 9 Months Ended | |
Sep. 28, 2013 | ||
Income Taxes | ' | |
13 | Income Taxes: | |
The tax provision for the nine months ended September 28, 2013, was calculated on a national jurisdiction basis. The Company accounts for its provision for income taxes in accordance with ASC 740 – Income Taxes, which requires an estimate of the annual effective tax rate for the full year to be applied to the respective interim period. However, the authoritative guidance allows the use of the discrete method when, in certain situations, the actual interim period effective tax rate provides a better estimate of the income tax provision. For the nine months ended September 28, 2013, the discrete method was used to calculate the Company’s U.S. and Canadian interim tax expense as management determined that it provided a more reliable estimate of year-to-date income tax expense. | ||
Based on the reported loss before income taxes for the nine months ended September 28, 2013, the Company had an income tax benefit of $8.9 million, consisting of a $7.2 million U.S. tax benefit and a $1.7 million foreign tax benefit, and an effective tax benefit rate under the discrete method of 29.8%. For the nine months ended September 29, 2012, the Company had an income tax benefit of $5.8 million which was based on a pre-tax loss of $18.3 million and an effective tax rate of 31.4%. The effective rate of the year-to-date tax benefit is lower than the statutory income tax rate primarily due to earnings in a foreign jurisdiction taxed at rates lower than the statutory U.S. federal rate and the impact of several non-deductible tax items as well as the Company’s state effective tax rate, a result based on the Company’s legal entity tax structure and individual state tax filing requirements. | ||
At September 28, 2013, the Company has a net deferred tax liability of $262.0 million, of which, $16.0 million was recorded as a current deferred tax asset and $278.0 million was recorded as a non-current deferred tax liability. The net deferred tax liability primarily relates to the expected future tax liability associated with the non-deductible, identified, intangible assets that were recorded during the Merger, assuming an effective tax rate of 39.6%. It is the Company’s intention to indefinitely reinvest all undistributed earnings of non-U.S. subsidiaries. As these earnings are considered permanently reinvested, no provisions for U.S. federal or state income taxes are required under ASC 740-30. Determination of the amount of unrecognized U.S. federal and state deferred tax liabilities on these unremitted earnings is not practicable. | ||
At September 28, 2013, the Company had unrecognized tax benefits of $2.1 million, of which $0.9 million is included within accrued expenses and $1.2 million is included within other liabilities within the accompanying condensed consolidated balance sheet. The total amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate is $1.2 million as of September 28, 2013. In addition, $0.9 million related to temporary timing differences. During the next 12 months, management does not believe that it is reasonably possible that any of the unrecognized tax benefits will be recognized. | ||
While the Company believes that it has adequately provided for all tax positions, amounts asserted by taxing authorities could be greater than the Company’s accrued position. Accordingly, additional provisions of federal and state-related matters could be recorded in the future as revised estimates are made or the underlying matters are settled or otherwise resolved. The Company files federal income tax returns, as well as multiple state jurisdiction tax returns. The tax years 2010 – 2012 remain open to examination by the Internal Revenue Service. The tax years 2009 – 2012 remain open to examination by other major taxing jurisdictions to which the Company is subject (primarily Canada and other state and local jurisdictions). | ||
In September 2013, the Internal Revenue Service released final Tangible Property Regulations (the “Final Regulations”). The Final Regulations provide guidance on applying Section 263(a) of the Code to amounts paid to acquire, produce or improve tangible property, as well as rules for materials and supplies (Code Section 162). These regulations contain certain changes from the temporary and proposed tangible property regulations that were issued on December 27, 2011. The Final Regulations are generally effective for taxable years beginning on or after January 1, 2014. In addition, taxpayers are permitted to early adopt the Final Regulations for taxable years beginning on or after January 1, 2012. The Company does not expect the Final Regulations to have a material effect on its results of operations. The Company is currently evaluating the impact on its financial condition. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended | |
Sep. 28, 2013 | ||
Commitments and Contingencies | ' | |
14 | Commitments and Contingencies: | |
The Company is involved from time to time in various lawsuits, including class action lawsuits as well as various audits and reviews regarding its federal, state and local tax filings, arising out of the ordinary conduct of its business. Management does not expect that any of these matters will have a material adverse effect on the Company’s business or financial condition. As to tax filings, the Company believes that the various tax filings have been made in a timely fashion and in accordance with applicable federal, state and local tax code requirements. Additionally, the Company believes that it has adequately provided for any reasonably foreseeable resolution of any tax disputes, but will adjust its reserves if events so dictate in accordance with FASB authoritative guidance. To the extent that the ultimate results differ from the original or adjusted estimates of the Company, the effect will be recorded in accordance with the accounting standards for income taxes. | ||
Guaranteed Lease Obligations | ||
The Company remains liable as a guarantor on certain leases related to the Winston Tire Company, which was sold in 2001. As of September 28, 2013, the Company’s total obligations are $2.2 million extending over six years. However, the Company has secured assignments or sublease agreements for the vast majority of these commitments with contractual assigned or subleased rentals of $2.0 million. A provision has been made for the net present value of the estimated shortfall. |
Subsequent_Event
Subsequent Event | 9 Months Ended | |
Sep. 28, 2013 | ||
Subsequent Event | ' | |
15 | Subsequent Event: | |
On October 11, 2013, the Company completed the sale of a facility that was classified as held for sale. The Company received cash proceeds of $1.5 million which approximated the carrying value of the facility. |
Subsidiary_Guarantor_Financial
Subsidiary Guarantor Financial Information | 9 Months Ended | ||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||
Subsidiary Guarantor Financial Information | ' | ||||||||||||||||||||||||
16 | Subsidiary Guarantor Financial Information: | ||||||||||||||||||||||||
ATDI is the issuer of $250.0 million in aggregate principal amount of Senior Secured Notes and $200.0 million in aggregate principal amount of Senior Subordinated Notes. The Senior Secured Notes and the Senior Subordinated Notes (collectively, the “Notes”) are fully and unconditionally guaranteed, jointly and severally, by Holdings, Am-Pac and Tire Wholesalers, Inc. (“Tire Wholesalers”). ATDI is a direct 100% owned subsidiary of Holdings and Am-Pac and Tire Wholesalers are indirect 100% owned subsidiaries of Holdings. None of the Company’s other subsidiaries guarantees the Notes. The guarantees provided by Holdings, Am-Pac and Tire Wholesalers can be released in certain customary circumstances. | |||||||||||||||||||||||||
In accordance with Rule 3-10 of Regulation S-X, the following presents condensed consolidating financial information for: | |||||||||||||||||||||||||
• | Holdings, under the column heading “Parent Company”; | ||||||||||||||||||||||||
• | ATDI, under the column heading “Subsidiary Issuer”; | ||||||||||||||||||||||||
• | Am-Pac and Tire Wholesalers, on a combined basis, under the column heading “Guarantor Subsidiaries”; and | ||||||||||||||||||||||||
• | The Company’s other subsidiaries, on a combined basis, under the column heading “Non-Guarantor Subsidiaries”; | ||||||||||||||||||||||||
• | Consolidating entries and eliminations, under the column heading “Eliminations”; and | ||||||||||||||||||||||||
• | Holdings, ATDI and their subsidiaries on a consolidated basis, under the column heading “Consolidated.” | ||||||||||||||||||||||||
At the beginning of 2013, the Company merged a subsidiary that previously guaranteed the Notes, Firestone of Denham Springs, Inc. d/b/a Consolidated Tire & Oil, into ATDI. | |||||||||||||||||||||||||
The condensed consolidating financial information for the Company is as follows: | |||||||||||||||||||||||||
As of September 28, 2013 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 19,874 | $ | — | $ | 7,447 | $ | — | $ | 27,321 | |||||||||||||
Accounts receivable, net | — | 290,277 | — | 33,970 | (370 | ) | 323,877 | ||||||||||||||||||
Inventories | — | 657,172 | — | 102,469 | 8 | 759,649 | |||||||||||||||||||
Assets held for sale | — | 3,369 | — | — | — | 3,369 | |||||||||||||||||||
Income tax receivable | — | 369 | — | — | — | 369 | |||||||||||||||||||
Intercompany receivables | 36,322 | — | 60,169 | 32,027 | (128,518 | ) | — | ||||||||||||||||||
Other current assets | — | 23,359 | 4,899 | 4,493 | — | 32,751 | |||||||||||||||||||
Total current assets | 36,322 | 994,420 | 65,068 | 180,406 | (128,880 | ) | 1,147,336 | ||||||||||||||||||
Property and equipment, net | — | 137,664 | 367 | 5,211 | — | 143,242 | |||||||||||||||||||
Goodwill and other intangible assets, net | 418,592 | 678,448 | 1,496 | 136,807 | — | 1,235,343 | |||||||||||||||||||
Investment in subsidiaries | 219,099 | 201,569 | — | — | (420,668 | ) | — | ||||||||||||||||||
Other assets | 8,729 | 42,485 | 308 | 710 | — | 52,232 | |||||||||||||||||||
Total assets | $ | 682,742 | $ | 2,054,586 | $ | 67,239 | $ | 323,134 | $ | (549,548 | ) | $ | 2,578,153 | ||||||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | 467,779 | $ | 2,255 | $ | 44,378 | $ | (370 | ) | $ | 514,042 | ||||||||||||
Accrued expenses | — | 55,095 | 53 | 9,523 | — | 64,671 | |||||||||||||||||||
Current maturities of long-term debt | — | 527 | 6 | — | — | 533 | |||||||||||||||||||
Intercompany payables | — | 77,436 | 1,155 | 49,927 | (128,518 | ) | — | ||||||||||||||||||
Total current liabilities | — | 600,837 | 3,469 | 103,828 | (128,888 | ) | 579,246 | ||||||||||||||||||
Long-term debt | — | 967,754 | 4 | 53,062 | — | 1,020,820 | |||||||||||||||||||
Deferred income taxes | — | 253,648 | 587 | 23,752 | — | 277,987 | |||||||||||||||||||
Other liabilities | — | 13,256 | 28 | 4,074 | — | 17,358 | |||||||||||||||||||
Stockholders’ equity: | |||||||||||||||||||||||||
Intercompany investment | — | 280,622 | 64,935 | 165,503 | (511,060 | ) | — | ||||||||||||||||||
Common stock | — | — | — | — | — | — | |||||||||||||||||||
Additional paid-in capital | 758,385 | 14,120 | — | — | (14,120 | ) | 758,385 | ||||||||||||||||||
Accumulated earnings (deficit) | (71,445 | ) | (71,453 | ) | (1,784 | ) | (22,501 | ) | 95,738 | (71,445 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (4,198 | ) | (4,198 | ) | — | (4,584 | ) | 8,782 | (4,198 | ) | |||||||||||||||
Total stockholders’ equity | 682,742 | 219,091 | 63,151 | 138,418 | (420,660 | ) | 682,742 | ||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 682,742 | $ | 2,054,586 | $ | 67,239 | $ | 323,134 | $ | (549,548 | ) | $ | 2,578,153 | ||||||||||||
As of December 29, 2012 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 12,346 | $ | — | $ | 13,605 | $ | — | $ | 25,951 | |||||||||||||
Accounts receivable, net | — | 278,557 | 38 | 22,708 | — | 301,303 | |||||||||||||||||||
Inventories | — | 682,159 | — | 39,513 | — | 721,672 | |||||||||||||||||||
Assets held for sale | — | 7,151 | — | — | — | 7,151 | |||||||||||||||||||
Income tax receivable | — | 369 | — | — | — | 369 | |||||||||||||||||||
Intercompany receivables | 36,323 | — | 60,616 | — | (96,939 | ) | — | ||||||||||||||||||
Other current assets | — | 28,299 | 4,899 | 3,955 | — | 37,153 | |||||||||||||||||||
Total current assets | 36,323 | 1,008,881 | 65,553 | 79,781 | (96,939 | ) | 1,093,599 | ||||||||||||||||||
Property and equipment, net | — | 128,259 | 455 | 1,168 | — | 129,882 | |||||||||||||||||||
Goodwill and other intangible assets, net | 418,592 | 724,681 | 1,636 | 76,932 | — | 1,221,841 | |||||||||||||||||||
Investment in subsidiaries | 242,010 | 146,615 | — | — | (388,625 | ) | — | ||||||||||||||||||
Other assets | 8,729 | 48,430 | 317 | 1,204 | — | 58,680 | |||||||||||||||||||
Total assets | $ | 705,654 | $ | 2,056,866 | $ | 67,961 | $ | 159,085 | $ | (485,564 | ) | $ | 2,504,002 | ||||||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | 469,717 | $ | 2,255 | $ | 30,249 | $ | — | $ | 502,221 | |||||||||||||
Accrued expenses | — | 38,524 | 126 | 6,266 | — | 44,916 | |||||||||||||||||||
Current maturities of long-term debt | — | 487 | 6 | — | — | 493 | |||||||||||||||||||
Intercompany payables | — | 82,420 | 1,290 | 13,229 | (96,939 | ) | — | ||||||||||||||||||
Total current liabilities | — | 591,148 | 3,677 | 49,744 | (96,939 | ) | 547,630 | ||||||||||||||||||
Long-term debt | — | 939,719 | 9 | 10,983 | — | 950,711 | |||||||||||||||||||
Deferred income taxes | — | 269,857 | 587 | 14,901 | — | 285,345 | |||||||||||||||||||
Other liabilities | — | 14,132 | 46 | 484 | — | 14,662 | |||||||||||||||||||
Stockholders’ equity: | |||||||||||||||||||||||||
Intercompany investment | — | 280,622 | 64,935 | 97,454 | (443,011 | ) | — | ||||||||||||||||||
Common stock | — | — | — | — | — | — | |||||||||||||||||||
Additional paid-in capital | 756,338 | 12,072 | — | — | (12,072 | ) | 756,338 | ||||||||||||||||||
Accumulated earnings (deficit) | (50,541 | ) | (50,541 | ) | (1,293 | ) | (14,137 | ) | 65,971 | (50,541 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (143 | ) | (143 | ) | — | (344 | ) | 487 | (143 | ) | |||||||||||||||
Total stockholders’ equity | 705,654 | 242,010 | 63,642 | 82,973 | (388,625 | ) | 705,654 | ||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 705,654 | $ | 2,056,866 | $ | 67,961 | $ | 159,085 | $ | (485,564 | ) | $ | 2,504,002 | ||||||||||||
Condensed consolidating statements of comprehensive income (loss) for the quarters ended September 28, 2013 and September 29, 2012 are as follows: | |||||||||||||||||||||||||
For the Quarter Ended September 28, 2013 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 900,737 | $ | — | $ | 87,441 | $ | (284 | ) | $ | 987,894 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 747,953 | — | 69,883 | (292 | ) | 817,544 | ||||||||||||||||||
Selling, general and administrative expenses | — | 128,907 | 76 | 17,370 | — | 146,353 | |||||||||||||||||||
Transaction expenses | — | 980 | — | 35 | — | 1,015 | |||||||||||||||||||
Operating income (loss) | — | 22,897 | (76 | ) | 153 | 8 | 22,982 | ||||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (20,092 | ) | — | (533 | ) | — | (20,625 | ) | ||||||||||||||||
Other, net | — | (849 | ) | — | 201 | — | (648 | ) | |||||||||||||||||
Equity earnings of subsidiaries | 1,224 | (157 | ) | — | — | (1,067 | ) | — | |||||||||||||||||
Income (loss) from operations before income taxes | 1,224 | 1,799 | (76 | ) | (179 | ) | (1,059 | ) | 1,709 | ||||||||||||||||
Income tax provision (benefit) | — | 583 | (21 | ) | (77 | ) | — | 485 | |||||||||||||||||
Net income (loss) | $ | 1,224 | $ | 1,216 | $ | (55 | ) | $ | (102 | ) | $ | (1,059 | ) | $ | 1,224 | ||||||||||
Comprehensive income (loss) | $ | 4,292 | $ | 4,284 | $ | (55 | ) | $ | 2,898 | $ | (7,127 | ) | $ | 4,292 | |||||||||||
For the Quarter Ended September 29, 2012 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 915,663 | $ | — | $ | (323 | ) | $ | — | $ | 915,340 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 765,728 | — | 40 | — | 765,768 | |||||||||||||||||||
Selling, general and administrative expenses | — | 126,937 | 162 | 2,060 | — | 129,159 | |||||||||||||||||||
Transaction expenses | — | 799 | — | — | — | 799 | |||||||||||||||||||
Operating income (loss) | — | 22,199 | (162 | ) | (2,423 | ) | — | 19,614 | |||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (18,744 | ) | — | — | — | (18,744 | ) | |||||||||||||||||
Other, net | — | (1,420 | ) | 4 | (2 | ) | — | (1,418 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (10,602 | ) | (6,037 | ) | — | — | 16,639 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (10,602 | ) | (4,002 | ) | (158 | ) | (2,425 | ) | 16,639 | (548 | ) | ||||||||||||||
Income tax provision (benefit) | — | 6,600 | 299 | 3,155 | — | 10,054 | |||||||||||||||||||
Net income (loss) | $ | (10,602 | ) | $ | (10,602 | ) | $ | (457 | ) | $ | (5,580 | ) | $ | 16,639 | $ | (10,602 | ) | ||||||||
Comprehensive income (loss) | $ | (10,544 | ) | $ | (10,544 | ) | $ | (457 | ) | $ | (5,580 | ) | $ | 16,581 | $ | (10,544 | ) | ||||||||
Condensed consolidating statements of comprehensive income (loss) for the nine months ended September 28, 2013 and September 29, 2012 are as follows: | |||||||||||||||||||||||||
For the Nine Months Ended September 28, 2013 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 2,597,488 | $ | 3 | $ | 185,740 | $ | (284 | ) | $ | 2,782,947 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 2,172,886 | — | 155,598 | (292 | ) | 2,328,192 | ||||||||||||||||||
Selling, general and administrative expenses | — | 381,305 | 678 | 39,441 | — | 421,424 | |||||||||||||||||||
Transaction expenses | — | 3,821 | — | 483 | — | 4,304 | |||||||||||||||||||
Operating income (loss) | — | 39,476 | (675 | ) | (9,782 | ) | 8 | 29,027 | |||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (54,077 | ) | (33 | ) | (1,142 | ) | — | (55,252 | ) | |||||||||||||||
Other, net | — | (2,873 | ) | 2 | (685 | ) | — | (3,556 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (20,904 | ) | (8,855 | ) | — | — | 29,759 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (20,904 | ) | (26,329 | ) | (706 | ) | (11,609 | ) | 29,767 | (29,781 | ) | ||||||||||||||
Income tax provision (benefit) | — | (5,417 | ) | (215 | ) | (3,245 | ) | — | (8,877 | ) | |||||||||||||||
Net income (loss) | $ | (20,904 | ) | $ | (20,912 | ) | $ | (491 | ) | $ | (8,364 | ) | $ | 29,767 | $ | (20,904 | ) | ||||||||
Comprehensive income (loss) | $ | (24,959 | ) | $ | (24,967 | ) | $ | (491 | ) | $ | (12,606 | ) | $ | 38,064 | $ | (24,959 | ) | ||||||||
For the Nine Months Ended September 29, 2012 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 2,585,097 | $ | — | $ | (1,260 | ) | $ | — | $ | 2,583,837 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 2,166,770 | — | 95 | — | 2,166,865 | |||||||||||||||||||
Selling, general and administrative expenses | — | 369,175 | 779 | 7,985 | — | 377,939 | |||||||||||||||||||
Transaction expenses | — | 2,060 | — | — | — | 2,060 | |||||||||||||||||||
Operating income (loss) | — | 47,092 | (779 | ) | (9,340 | ) | — | 36,973 | |||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (52,475 | ) | — | — | — | (52,475 | ) | |||||||||||||||||
Other, net | — | (2,806 | ) | 6 | (2 | ) | — | (2,802 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (12,550 | ) | (6,863 | ) | — | — | 19,413 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (12,550 | ) | (15,052 | ) | (773 | ) | (9,342 | ) | 19,413 | (18,304 | ) | ||||||||||||||
Income tax provision (benefit) | — | (2,502 | ) | (249 | ) | (3,003 | ) | — | (5,754 | ) | |||||||||||||||
Net income (loss) | $ | (12,550 | ) | $ | (12,550 | ) | $ | (524 | ) | $ | (6,339 | ) | $ | 19,413 | $ | (12,550 | ) | ||||||||
Comprehensive income (loss) | $ | (12,437 | ) | $ | (12,437 | ) | $ | (524 | ) | $ | (6,339 | ) | $ | 19,300 | $ | (12,437 | ) | ||||||||
Condensed consolidating statements of cash flows for the nine months ended September 28, 2013 and September 29, 2012 are as follows: | |||||||||||||||||||||||||
In thousands | For the Nine Months Ended September 28, 2013 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net cash provided by (used in) operations | $ | — | $ | 13,852 | $ | 5 | $ | 25,290 | $ | — | $ | 39,147 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (1,866 | ) | — | (68,700 | ) | — | (70,566 | ) | ||||||||||||||||
Purchase of property and equipment | — | (31,577 | ) | — | (3,347 | ) | — | (34,924 | ) | ||||||||||||||||
Purchase of assets held for sale | — | (1,924 | ) | — | — | — | (1,924 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 70 | — | 18 | — | 88 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 5,389 | — | — | — | 5,389 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (29,908 | ) | — | (72,029 | ) | — | (101,937 | ) | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 2,146,992 | — | 92,566 | — | 2,239,558 | |||||||||||||||||||
Repayments of revolving credit facility | — | (2,118,942 | ) | — | (49,895 | ) | — | (2,168,837 | ) | ||||||||||||||||
Outstanding checks | — | (3,582 | ) | — | — | — | (3,582 | ) | |||||||||||||||||
Payments of other long-term debt | — | (287 | ) | (5 | ) | — | — | (292 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (597 | ) | — | (509 | ) | — | (1,106 | ) | ||||||||||||||||
Net cash provided by (used in) financing activities | — | 23,584 | (5 | ) | 42,162 | — | 65,741 | ||||||||||||||||||
Effect of exchange rate changes on cash | — | — | — | (1,581 | ) | (1,581 | ) | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | 7,528 | — | (6,158 | ) | — | 1,370 | ||||||||||||||||||
Cash and cash equivalents - beginning of period | — | 12,346 | — | 13,605 | — | 25,951 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 19,874 | $ | — | $ | 7,447 | $ | — | $ | 27,321 | |||||||||||||
In thousands | For the Nine Months Ended September 29, 2012 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net cash provided by (used in) operations | $ | — | $ | (25,498 | ) | $ | 14 | $ | (43 | ) | $ | — | $ | (25,527 | ) | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (19,224 | ) | — | — | — | (19,224 | ) | |||||||||||||||||
Purchase of property and equipment | — | (42,177 | ) | — | — | — | (42,177 | ) | |||||||||||||||||
Purchase of assets held for sale | — | (3,281 | ) | — | — | — | (3,281 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 84 | — | — | — | 84 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 3,078 | — | — | — | 3,078 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (61,520 | ) | — | — | — | (61,520 | ) | |||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 2,513,600 | — | — | — | 2,513,600 | |||||||||||||||||||
Repayments of revolving credit facility | — | (2,423,995 | ) | — | — | — | (2,423,995 | ) | |||||||||||||||||
Outstanding checks | — | (928 | ) | — | — | — | (928 | ) | |||||||||||||||||
Payments of other long-term debt | — | (1,793 | ) | (14 | ) | — | — | (1,807 | ) | ||||||||||||||||
Net cash provided by (used in) financing activities | — | 86,884 | (14 | ) | — | — | 86,870 | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | (134 | ) | — | (43 | ) | — | (177 | ) | ||||||||||||||||
Cash and cash equivalents - beginning of period | — | 14,118 | — | 861 | — | 14,979 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 13,984 | $ | — | $ | 818 | $ | — | $ | 14,802 | |||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | ||||||||||||
Sep. 28, 2013 | |||||||||||||
Unaudited Pro Forma Supplementary Data Related to TriCan and RTD Acquisition | ' | ||||||||||||
The following unaudited pro forma supplementary data gives effect to the acquisitions of TriCan and RTD as if these transactions had occurred on January 1, 2012 (the first day of the Company’s 2012 fiscal year). The pro forma supplementary data is provided for informational purposes only and should not be construed to be indicative of the Company’s results of operations had the TriCan and RTD acquisitions been consummated on the date assumed or of the Company’s results of operations for any future date. | |||||||||||||
Pro Forma | |||||||||||||
In thousands | Quarter | Nine Months | Nine Months | ||||||||||
Ended | Ended | Ended | |||||||||||
September 29, | September 28, | September 29, | |||||||||||
2012 | 2013 | 2012 | |||||||||||
Net sales | $ | 994,312 | $ | 2,817,147 | $ | 2,777,157 | |||||||
Net income (loss) | (9,410 | ) | (23,840 | ) | (13,065 | ) | |||||||
Regional Tire Holdings Inc. | ' | ||||||||||||
Allocation of Purchase Price | ' | ||||||||||||
The allocation of the Adjusted Purchase Price is as follows: | |||||||||||||
In thousands | |||||||||||||
Cash | $ | 904 | |||||||||||
Accounts receivable | 10,093 | ||||||||||||
Inventory | 21,685 | ||||||||||||
Other current assets | 998 | ||||||||||||
Property and equipment | 1,050 | ||||||||||||
Intangible assets | 42,990 | ||||||||||||
Other assets | 52 | ||||||||||||
Total assets acquired | 77,772 | ||||||||||||
Debt | — | ||||||||||||
Accounts payable | 7,817 | ||||||||||||
Accrued and other liabilities | 12,740 | ||||||||||||
Deferred income taxes | 11,692 | ||||||||||||
Total liabilities assumed | 32,249 | ||||||||||||
Net assets acquired | 45,523 | ||||||||||||
Goodwill | 20,375 | ||||||||||||
Purchase price | $ | 65,898 | |||||||||||
Intangible Assets Based on Estimated Fair Value | ' | ||||||||||||
The Company recorded intangible assets based on their estimated fair value which consisted of the following: | |||||||||||||
In thousands | Estimated | Estimated | |||||||||||
Useful | Fair | ||||||||||||
Life | Value | ||||||||||||
Customer list | 16 years | $ | 40,720 | ||||||||||
Tradenames | 5 years | 1,900 | |||||||||||
Favorable leases | 4 years | 370 | |||||||||||
Total | $ | 42,990 | |||||||||||
TriCan Tire Distributors | ' | ||||||||||||
Allocation of Purchase Price | ' | ||||||||||||
The allocation of the purchase price is as follows: | |||||||||||||
In thousands | |||||||||||||
Cash | $ | 1,344 | |||||||||||
Accounts receivable | 35,518 | ||||||||||||
Inventory | 45,445 | ||||||||||||
Other current assets | 495 | ||||||||||||
Property and equipment | 1,191 | ||||||||||||
Intangible assets | 49,940 | ||||||||||||
Other assets | 755 | ||||||||||||
Total assets acquired | 134,688 | ||||||||||||
Debt | — | ||||||||||||
Accounts payable | 37,576 | ||||||||||||
Accrued and other liabilities | 14,609 | ||||||||||||
Deferred income taxes | 13,003 | ||||||||||||
Other liabilities | 475 | ||||||||||||
Total liabilities assumed | 65,663 | ||||||||||||
Net assets acquired | 69,025 | ||||||||||||
Goodwill | 25,044 | ||||||||||||
Purchase price | $ | 94,069 | |||||||||||
Intangible Assets Based on Estimated Fair Value | ' | ||||||||||||
The Company recorded intangible assets based on their estimated fair value which consisted of the following: | |||||||||||||
In thousands | Estimated | Estimated | |||||||||||
Useful | Fair | ||||||||||||
Life | Value | ||||||||||||
Customer list | 16 years | $ | 44,621 | ||||||||||
Tradenames | 7 years | 4,958 | |||||||||||
Favorable leases | 6 years | 361 | |||||||||||
Total | $ | 49,940 | |||||||||||
Goodwill_Tables
Goodwill (Tables) | 9 Months Ended | ||||
Sep. 28, 2013 | |||||
Changes in Carrying Amount of Goodwill | ' | ||||
The changes in the carrying amount of goodwill are as follows: | |||||
In thousands | |||||
Balance, December 29, 2012 | $ | 483,143 | |||
Purchase accounting adjustments | (1,348 | ) | |||
Acquisitions | 23,652 | ||||
Currency translation | (1,402 | ) | |||
Balance, September 28, 2013 | $ | 504,045 | |||
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Gross Amount and Accumulated Amortization of Intangible Assets | ' | ||||||||||||||||
The following table sets forth the gross amount and accumulated amortization of the Company’s intangible assets at September 28, 2013 and December 29, 2012: | |||||||||||||||||
September 28, 2013 | December 29, 2012 | ||||||||||||||||
In thousands | Gross | Accumulated | Gross | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Customer lists | $ | 675,221 | $ | 208,526 | $ | 632,589 | $ | 156,249 | |||||||||
Noncompete agreements | 12,110 | 5,467 | 7,898 | 2,841 | |||||||||||||
Favorable leases | 712 | 86 | 360 | 5 | |||||||||||||
Tradenames | 10,746 | 3,305 | 9,043 | 1,990 | |||||||||||||
Total finite-lived intangible assets | 698,789 | 217,384 | 649,890 | 161,085 | |||||||||||||
Tradenames (indefinite-lived) | 249,893 | — | 249,893 | — | |||||||||||||
Total intangible assets | $ | 948,682 | $ | 217,384 | $ | 899,783 | $ | 161,085 | |||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 9 Months Ended | ||||||||
Sep. 28, 2013 | |||||||||
Long-Term Debt | ' | ||||||||
The following table presents the Company’s long-term debt at September 28, 2013 and at December 29, 2012: | |||||||||
In thousands | September 28, | December 29, | |||||||
2013 | 2012 | ||||||||
U.S. ABL Facility | $ | 457,515 | $ | 478,616 | |||||
Canadian ABL Facility | 53,062 | 10,976 | |||||||
FILO Facility | 49,152 | — | |||||||
Senior Secured Notes | 248,111 | 247,802 | |||||||
Senior Subordinated Notes | 200,000 | 200,000 | |||||||
Capital lease obligations | 12,277 | 12,469 | |||||||
Other | 1,236 | 1,341 | |||||||
Total debt | 1,021,353 | 951,204 | |||||||
Less - Current maturities | (533 | ) | (493 | ) | |||||
Long-term debt | $ | 1,020,820 | $ | 950,711 | |||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 9 Months Ended | ||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||
Fair Values of Derivative Instruments Included within Condensed Consolidated Balance Sheets | ' | ||||||||||||||||||
The following tables present the fair values of the Company’s derivative instruments included within the condensed consolidated balance sheets as of September 28, 2013 and December 29, 2012: | |||||||||||||||||||
Liability Derivatives | |||||||||||||||||||
In thousands | Balance Sheet | September 28, | December 29, | ||||||||||||||||
Location | 2013 | 2012 | |||||||||||||||||
Derivatives not designated as hedges: | |||||||||||||||||||
1Q 2011 swap - $50 million notional | Accrued expenses | $ | — | $ | 149 | ||||||||||||||
3Q 2011 swaps - $100 million notional | Accrued expenses | 903 | 1,314 | ||||||||||||||||
3Q 2012 swaps - $100 million notional | Accrued expenses | 265 | 750 | ||||||||||||||||
3Q 2013 swaps - $200 million notional | Accrued expenses | 1,787 | — | ||||||||||||||||
Total | $ | 2,955 | $ | 2,213 | |||||||||||||||
Pre-Tax Effect of Derivative Instruments on Condensed Consolidated Statement of Comprehensive Income (Loss) | ' | ||||||||||||||||||
The pre-tax effect of the Company’s derivative instruments on the condensed consolidated statement of comprehensive income (loss) was as follows: | |||||||||||||||||||
(Gain) Loss Recognized | |||||||||||||||||||
In thousands | Location of | Quarter | Quarter | Nine Months | Nine Months | ||||||||||||||
(Gain) Loss | Ended | Ended | Ended | Ended | |||||||||||||||
Recognized | September 28, | September 29, | September 28, | September 29, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
Derivatives not designated as hedges: | |||||||||||||||||||
1Q 2011 swap - $50 million notional | Interest Expense | $ | — | $ | (34 | ) | $ | (149 | ) | $ | (78 | ) | |||||||
1Q 2011 swap - $25 million notional | Interest Expense | — | — | — | (12 | ) | |||||||||||||
3Q 2011 swaps - $100 million notional | Interest Expense | (10 | ) | 266 | (412 | ) | 912 | ||||||||||||
3Q 2012 swaps - $100 million notional | Interest Expense | 316 | 810 | (484 | ) | 810 | |||||||||||||
3Q 2013 swaps - $200 million notional | Interest Expense | 1,787 | — | 1,787 | — | ||||||||||||||
Total | $ | 2,093 | $ | 1,042 | $ | 742 | $ | 1,632 | |||||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Fair Value and Hierarchy Levels of Assets and Liabilities Measured at Fair Value on Recurring Basis | ' | ||||||||||||||||
The following table presents the fair value and hierarchy levels for the Company’s assets and liabilities, which are measured at fair value on a recurring basis as of September 28, 2013: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
In thousands | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Benefit trust assets | $ | 3,135 | $ | 3,135 | $ | — | $ | — | |||||||||
Total | $ | 3,135 | $ | 3,135 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Derivative instruments | $ | 2,955 | $ | — | $ | 2,955 | $ | — | |||||||||
Total | $ | 2,955 | $ | — | $ | 2,955 | $ | — | |||||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||
Changes in Options Outstanding Under Two Thousand Ten Plan | ' | ||||||||||||||||
Changes in options outstanding under the 2010 Plan are as follows: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of Shares | Average | ||||||||||||||||
Exercise Price | |||||||||||||||||
Outstanding - December 29, 2012 | 46,681,600 | $ | 1.01 | ||||||||||||||
Granted | 3,500,002 | 1.2 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Cancelled | (66,666 | ) | 1 | ||||||||||||||
Outstanding - September 28, 2013 | 50,114,936 | $ | 1.02 | ||||||||||||||
Exercisable - September 28, 2013 | 27,998,413 | $ | 1.01 | ||||||||||||||
Assumptions Used to Determine Weighted Average Fair Value of Stock Options | ' | ||||||||||||||||
The weighted average fair value of stock options granted during the nine months ended September 28, 2013 and September 29, 2012 was $0.54 and $0.50, respectively, using the Black-Scholes option pricing model. The following weighted average assumptions were used: | |||||||||||||||||
Nine Months | Nine Months | ||||||||||||||||
Ended | Ended | ||||||||||||||||
September 28, | September 29, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Risk-free interest rate | 1.38 | % | 1.48 | % | |||||||||||||
Dividend yield | — | — | |||||||||||||||
Expected life | 6.0 years | 6.5 years | |||||||||||||||
Volatility | 45.39 | % | 42.81 | % | |||||||||||||
Activity under Two Thousand Ten Restricted Stock Units Plan | ' | ||||||||||||||||
The following table summarizes RSU activity under the 2010 RSU Plan for the nine months ended September 28, 2013: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of Shares | Average | ||||||||||||||||
Exercise Price | |||||||||||||||||
Outstanding and unvested at December 29, 2012 | 269,298 | $ | 1.11 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (159,649 | ) | 1.1 | ||||||||||||||
Cancelled | (21,930 | ) | 1.14 | ||||||||||||||
Outstanding and unvested at September 28, 2013 | 87,719 | $ | 1.14 | ||||||||||||||
Summary of Compensation Expense Recognized | ' | ||||||||||||||||
The following table summarizes the compensation expense recognized: | |||||||||||||||||
In thousands | Quarter | Quarter | Nine Months | Nine Months | |||||||||||||
Ended | Ended | Ended | Ended | ||||||||||||||
September 28, | September 29, | September 28, | September 29, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock Options | $ | 584 | $ | 1,534 | $ | 1,962 | $ | 2,584 | |||||||||
Restricted Stock Units | 12 | 73 | 85 | 177 | |||||||||||||
Total | $ | 596 | $ | 1,607 | $ | 2,047 | $ | 2,761 | |||||||||
Subsidiary_Guarantor_Financial1
Subsidiary Guarantor Financial Information (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Sep. 28, 2013 | |||||||||||||||||||||||||
Condensed Consolidating Balance Sheets | ' | ||||||||||||||||||||||||
The condensed consolidating financial information for the Company is as follows: | |||||||||||||||||||||||||
As of September 28, 2013 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 19,874 | $ | — | $ | 7,447 | $ | — | $ | 27,321 | |||||||||||||
Accounts receivable, net | — | 290,277 | — | 33,970 | (370 | ) | 323,877 | ||||||||||||||||||
Inventories | — | 657,172 | — | 102,469 | 8 | 759,649 | |||||||||||||||||||
Assets held for sale | — | 3,369 | — | — | — | 3,369 | |||||||||||||||||||
Income tax receivable | — | 369 | — | — | — | 369 | |||||||||||||||||||
Intercompany receivables | 36,322 | — | 60,169 | 32,027 | (128,518 | ) | — | ||||||||||||||||||
Other current assets | — | 23,359 | 4,899 | 4,493 | — | 32,751 | |||||||||||||||||||
Total current assets | 36,322 | 994,420 | 65,068 | 180,406 | (128,880 | ) | 1,147,336 | ||||||||||||||||||
Property and equipment, net | — | 137,664 | 367 | 5,211 | — | 143,242 | |||||||||||||||||||
Goodwill and other intangible assets, net | 418,592 | 678,448 | 1,496 | 136,807 | — | 1,235,343 | |||||||||||||||||||
Investment in subsidiaries | 219,099 | 201,569 | — | — | (420,668 | ) | — | ||||||||||||||||||
Other assets | 8,729 | 42,485 | 308 | 710 | — | 52,232 | |||||||||||||||||||
Total assets | $ | 682,742 | $ | 2,054,586 | $ | 67,239 | $ | 323,134 | $ | (549,548 | ) | $ | 2,578,153 | ||||||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | 467,779 | $ | 2,255 | $ | 44,378 | $ | (370 | ) | $ | 514,042 | ||||||||||||
Accrued expenses | — | 55,095 | 53 | 9,523 | — | 64,671 | |||||||||||||||||||
Current maturities of long-term debt | — | 527 | 6 | — | — | 533 | |||||||||||||||||||
Intercompany payables | — | 77,436 | 1,155 | 49,927 | (128,518 | ) | — | ||||||||||||||||||
Total current liabilities | — | 600,837 | 3,469 | 103,828 | (128,888 | ) | 579,246 | ||||||||||||||||||
Long-term debt | — | 967,754 | 4 | 53,062 | — | 1,020,820 | |||||||||||||||||||
Deferred income taxes | — | 253,648 | 587 | 23,752 | — | 277,987 | |||||||||||||||||||
Other liabilities | — | 13,256 | 28 | 4,074 | — | 17,358 | |||||||||||||||||||
Stockholders’ equity: | |||||||||||||||||||||||||
Intercompany investment | — | 280,622 | 64,935 | 165,503 | (511,060 | ) | — | ||||||||||||||||||
Common stock | — | — | — | — | — | — | |||||||||||||||||||
Additional paid-in capital | 758,385 | 14,120 | — | — | (14,120 | ) | 758,385 | ||||||||||||||||||
Accumulated earnings (deficit) | (71,445 | ) | (71,453 | ) | (1,784 | ) | (22,501 | ) | 95,738 | (71,445 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (4,198 | ) | (4,198 | ) | — | (4,584 | ) | 8,782 | (4,198 | ) | |||||||||||||||
Total stockholders’ equity | 682,742 | 219,091 | 63,151 | 138,418 | (420,660 | ) | 682,742 | ||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 682,742 | $ | 2,054,586 | $ | 67,239 | $ | 323,134 | $ | (549,548 | ) | $ | 2,578,153 | ||||||||||||
As of December 29, 2012 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 12,346 | $ | — | $ | 13,605 | $ | — | $ | 25,951 | |||||||||||||
Accounts receivable, net | — | 278,557 | 38 | 22,708 | — | 301,303 | |||||||||||||||||||
Inventories | — | 682,159 | — | 39,513 | — | 721,672 | |||||||||||||||||||
Assets held for sale | — | 7,151 | — | — | — | 7,151 | |||||||||||||||||||
Income tax receivable | — | 369 | — | — | — | 369 | |||||||||||||||||||
Intercompany receivables | 36,323 | — | 60,616 | — | (96,939 | ) | — | ||||||||||||||||||
Other current assets | — | 28,299 | 4,899 | 3,955 | — | 37,153 | |||||||||||||||||||
Total current assets | 36,323 | 1,008,881 | 65,553 | 79,781 | (96,939 | ) | 1,093,599 | ||||||||||||||||||
Property and equipment, net | — | 128,259 | 455 | 1,168 | — | 129,882 | |||||||||||||||||||
Goodwill and other intangible assets, net | 418,592 | 724,681 | 1,636 | 76,932 | — | 1,221,841 | |||||||||||||||||||
Investment in subsidiaries | 242,010 | 146,615 | — | — | (388,625 | ) | — | ||||||||||||||||||
Other assets | 8,729 | 48,430 | 317 | 1,204 | — | 58,680 | |||||||||||||||||||
Total assets | $ | 705,654 | $ | 2,056,866 | $ | 67,961 | $ | 159,085 | $ | (485,564 | ) | $ | 2,504,002 | ||||||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | 469,717 | $ | 2,255 | $ | 30,249 | $ | — | $ | 502,221 | |||||||||||||
Accrued expenses | — | 38,524 | 126 | 6,266 | — | 44,916 | |||||||||||||||||||
Current maturities of long-term debt | — | 487 | 6 | — | — | 493 | |||||||||||||||||||
Intercompany payables | — | 82,420 | 1,290 | 13,229 | (96,939 | ) | — | ||||||||||||||||||
Total current liabilities | — | 591,148 | 3,677 | 49,744 | (96,939 | ) | 547,630 | ||||||||||||||||||
Long-term debt | — | 939,719 | 9 | 10,983 | — | 950,711 | |||||||||||||||||||
Deferred income taxes | — | 269,857 | 587 | 14,901 | — | 285,345 | |||||||||||||||||||
Other liabilities | — | 14,132 | 46 | 484 | — | 14,662 | |||||||||||||||||||
Stockholders’ equity: | |||||||||||||||||||||||||
Intercompany investment | — | 280,622 | 64,935 | 97,454 | (443,011 | ) | — | ||||||||||||||||||
Common stock | — | — | — | — | — | — | |||||||||||||||||||
Additional paid-in capital | 756,338 | 12,072 | — | — | (12,072 | ) | 756,338 | ||||||||||||||||||
Accumulated earnings (deficit) | (50,541 | ) | (50,541 | ) | (1,293 | ) | (14,137 | ) | 65,971 | (50,541 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (143 | ) | (143 | ) | — | (344 | ) | 487 | (143 | ) | |||||||||||||||
Total stockholders’ equity | 705,654 | 242,010 | 63,642 | 82,973 | (388,625 | ) | 705,654 | ||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 705,654 | $ | 2,056,866 | $ | 67,961 | $ | 159,085 | $ | (485,564 | ) | $ | 2,504,002 | ||||||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss) | ' | ||||||||||||||||||||||||
Condensed consolidating statements of comprehensive income (loss) for the quarters ended September 28, 2013 and September 29, 2012 are as follows: | |||||||||||||||||||||||||
For the Quarter Ended September 28, 2013 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 900,737 | $ | — | $ | 87,441 | $ | (284 | ) | $ | 987,894 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 747,953 | — | 69,883 | (292 | ) | 817,544 | ||||||||||||||||||
Selling, general and administrative expenses | — | 128,907 | 76 | 17,370 | — | 146,353 | |||||||||||||||||||
Transaction expenses | — | 980 | — | 35 | — | 1,015 | |||||||||||||||||||
Operating income (loss) | — | 22,897 | (76 | ) | 153 | 8 | 22,982 | ||||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (20,092 | ) | — | (533 | ) | — | (20,625 | ) | ||||||||||||||||
Other, net | — | (849 | ) | — | 201 | — | (648 | ) | |||||||||||||||||
Equity earnings of subsidiaries | 1,224 | (157 | ) | — | — | (1,067 | ) | — | |||||||||||||||||
Income (loss) from operations before income taxes | 1,224 | 1,799 | (76 | ) | (179 | ) | (1,059 | ) | 1,709 | ||||||||||||||||
Income tax provision (benefit) | — | 583 | (21 | ) | (77 | ) | — | 485 | |||||||||||||||||
Net income (loss) | $ | 1,224 | $ | 1,216 | $ | (55 | ) | $ | (102 | ) | $ | (1,059 | ) | $ | 1,224 | ||||||||||
Comprehensive income (loss) | $ | 4,292 | $ | 4,284 | $ | (55 | ) | $ | 2,898 | $ | (7,127 | ) | $ | 4,292 | |||||||||||
For the Quarter Ended September 29, 2012 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 915,663 | $ | — | $ | (323 | ) | $ | — | $ | 915,340 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 765,728 | — | 40 | — | 765,768 | |||||||||||||||||||
Selling, general and administrative expenses | — | 126,937 | 162 | 2,060 | — | 129,159 | |||||||||||||||||||
Transaction expenses | — | 799 | — | — | — | 799 | |||||||||||||||||||
Operating income (loss) | — | 22,199 | (162 | ) | (2,423 | ) | — | 19,614 | |||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (18,744 | ) | — | — | — | (18,744 | ) | |||||||||||||||||
Other, net | — | (1,420 | ) | 4 | (2 | ) | — | (1,418 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (10,602 | ) | (6,037 | ) | — | — | 16,639 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (10,602 | ) | (4,002 | ) | (158 | ) | (2,425 | ) | 16,639 | (548 | ) | ||||||||||||||
Income tax provision (benefit) | — | 6,600 | 299 | 3,155 | — | 10,054 | |||||||||||||||||||
Net income (loss) | $ | (10,602 | ) | $ | (10,602 | ) | $ | (457 | ) | $ | (5,580 | ) | $ | 16,639 | $ | (10,602 | ) | ||||||||
Comprehensive income (loss) | $ | (10,544 | ) | $ | (10,544 | ) | $ | (457 | ) | $ | (5,580 | ) | $ | 16,581 | $ | (10,544 | ) | ||||||||
Condensed consolidating statements of comprehensive income (loss) for the nine months ended September 28, 2013 and September 29, 2012 are as follows: | |||||||||||||||||||||||||
For the Nine Months Ended September 28, 2013 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 2,597,488 | $ | 3 | $ | 185,740 | $ | (284 | ) | $ | 2,782,947 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 2,172,886 | — | 155,598 | (292 | ) | 2,328,192 | ||||||||||||||||||
Selling, general and administrative expenses | — | 381,305 | 678 | 39,441 | — | 421,424 | |||||||||||||||||||
Transaction expenses | — | 3,821 | — | 483 | — | 4,304 | |||||||||||||||||||
Operating income (loss) | — | 39,476 | (675 | ) | (9,782 | ) | 8 | 29,027 | |||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (54,077 | ) | (33 | ) | (1,142 | ) | — | (55,252 | ) | |||||||||||||||
Other, net | — | (2,873 | ) | 2 | (685 | ) | — | (3,556 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (20,904 | ) | (8,855 | ) | — | — | 29,759 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (20,904 | ) | (26,329 | ) | (706 | ) | (11,609 | ) | 29,767 | (29,781 | ) | ||||||||||||||
Income tax provision (benefit) | — | (5,417 | ) | (215 | ) | (3,245 | ) | — | (8,877 | ) | |||||||||||||||
Net income (loss) | $ | (20,904 | ) | $ | (20,912 | ) | $ | (491 | ) | $ | (8,364 | ) | $ | 29,767 | $ | (20,904 | ) | ||||||||
Comprehensive income (loss) | $ | (24,959 | ) | $ | (24,967 | ) | $ | (491 | ) | $ | (12,606 | ) | $ | 38,064 | $ | (24,959 | ) | ||||||||
For the Nine Months Ended September 29, 2012 | |||||||||||||||||||||||||
In thousands | Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 2,585,097 | $ | — | $ | (1,260 | ) | $ | — | $ | 2,583,837 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 2,166,770 | — | 95 | — | 2,166,865 | |||||||||||||||||||
Selling, general and administrative expenses | — | 369,175 | 779 | 7,985 | — | 377,939 | |||||||||||||||||||
Transaction expenses | — | 2,060 | — | — | — | 2,060 | |||||||||||||||||||
Operating income (loss) | — | 47,092 | (779 | ) | (9,340 | ) | — | 36,973 | |||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (52,475 | ) | — | — | — | (52,475 | ) | |||||||||||||||||
Other, net | — | (2,806 | ) | 6 | (2 | ) | — | (2,802 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (12,550 | ) | (6,863 | ) | — | — | 19,413 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (12,550 | ) | (15,052 | ) | (773 | ) | (9,342 | ) | 19,413 | (18,304 | ) | ||||||||||||||
Income tax provision (benefit) | — | (2,502 | ) | (249 | ) | (3,003 | ) | — | (5,754 | ) | |||||||||||||||
Net income (loss) | $ | (12,550 | ) | $ | (12,550 | ) | $ | (524 | ) | $ | (6,339 | ) | $ | 19,413 | $ | (12,550 | ) | ||||||||
Comprehensive income (loss) | $ | (12,437 | ) | $ | (12,437 | ) | $ | (524 | ) | $ | (6,339 | ) | $ | 19,300 | $ | (12,437 | ) | ||||||||
Condensed Consolidating Statements of Cash Flows | ' | ||||||||||||||||||||||||
Condensed consolidating statements of cash flows for the nine months ended September 28, 2013 and September 29, 2012 are as follows: | |||||||||||||||||||||||||
In thousands | For the Nine Months Ended September 28, 2013 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net cash provided by (used in) operations | $ | — | $ | 13,852 | $ | 5 | $ | 25,290 | $ | — | $ | 39,147 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (1,866 | ) | — | (68,700 | ) | — | (70,566 | ) | ||||||||||||||||
Purchase of property and equipment | — | (31,577 | ) | — | (3,347 | ) | — | (34,924 | ) | ||||||||||||||||
Purchase of assets held for sale | — | (1,924 | ) | — | — | — | (1,924 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 70 | — | 18 | — | 88 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 5,389 | — | — | — | 5,389 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (29,908 | ) | — | (72,029 | ) | — | (101,937 | ) | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 2,146,992 | — | 92,566 | — | 2,239,558 | |||||||||||||||||||
Repayments of revolving credit facility | — | (2,118,942 | ) | — | (49,895 | ) | — | (2,168,837 | ) | ||||||||||||||||
Outstanding checks | — | (3,582 | ) | — | — | — | (3,582 | ) | |||||||||||||||||
Payments of other long-term debt | — | (287 | ) | (5 | ) | — | — | (292 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (597 | ) | — | (509 | ) | — | (1,106 | ) | ||||||||||||||||
Net cash provided by (used in) financing activities | — | 23,584 | (5 | ) | 42,162 | — | 65,741 | ||||||||||||||||||
Effect of exchange rate changes on cash | — | — | — | (1,581 | ) | (1,581 | ) | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | 7,528 | — | (6,158 | ) | — | 1,370 | ||||||||||||||||||
Cash and cash equivalents - beginning of period | — | 12,346 | — | 13,605 | — | 25,951 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 19,874 | $ | — | $ | 7,447 | $ | — | $ | 27,321 | |||||||||||||
In thousands | For the Nine Months Ended September 29, 2012 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net cash provided by (used in) operations | $ | — | $ | (25,498 | ) | $ | 14 | $ | (43 | ) | $ | — | $ | (25,527 | ) | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (19,224 | ) | — | — | — | (19,224 | ) | |||||||||||||||||
Purchase of property and equipment | — | (42,177 | ) | — | — | — | (42,177 | ) | |||||||||||||||||
Purchase of assets held for sale | — | (3,281 | ) | — | — | — | (3,281 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 84 | — | — | — | 84 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 3,078 | — | — | — | 3,078 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (61,520 | ) | — | — | — | (61,520 | ) | |||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 2,513,600 | — | — | — | 2,513,600 | |||||||||||||||||||
Repayments of revolving credit facility | — | (2,423,995 | ) | — | — | — | (2,423,995 | ) | |||||||||||||||||
Outstanding checks | — | (928 | ) | — | — | — | (928 | ) | |||||||||||||||||
Payments of other long-term debt | — | (1,793 | ) | (14 | ) | — | — | (1,807 | ) | ||||||||||||||||
Net cash provided by (used in) financing activities | — | 86,884 | (14 | ) | — | — | 86,870 | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | (134 | ) | — | (43 | ) | — | (177 | ) | ||||||||||||||||
Cash and cash equivalents - beginning of period | — | 14,118 | — | 861 | — | 14,979 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 13,984 | $ | — | $ | 818 | $ | — | $ | 14,802 | |||||||||||||
Nature_of_Business_Additional_
Nature of Business - Additional Information (Detail) (American Tire Distributors Holdings, Inc.) | 9 Months Ended |
Sep. 28, 2013 | |
Segment | |
American Tire Distributors Holdings, Inc. | ' |
Nature Of Business [Line Items] | ' |
Percentage of ownership interest | 100.00% |
Number of operating and reportable segment | 1 |
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) (Acquisition of Holdings, USD $) | 1 Months Ended |
28-May-10 | |
Acquisition of Holdings | ' |
Basis of Presentation [Line Items] | ' |
Aggregate purchase price | $1,287,500,000 |
Aggregate purchase price, aggregate principal of debt financing | $635,000,000 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 5 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||
Feb. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | Aug. 30, 2013 | Aug. 30, 2013 | Mar. 22, 2013 | Apr. 30, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Apr. 30, 2013 | Mar. 22, 2013 | Nov. 30, 2012 | Jun. 29, 2013 | Sep. 28, 2013 | Nov. 30, 2012 | Nov. 30, 2012 | 24-May-12 | Sep. 28, 2013 | 24-May-12 | |
Tire Distributors, Inc. | Tire Distributors, Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | TriCan Tire Distributors | TriCan Tire Distributors | TriCan Tire Distributors | TriCan Tire Distributors | TriCan Tire Distributors | Consolidated Tire & Oil | Consolidated Tire & Oil | Consolidated Tire & Oil | |||||||
Customer | Customer list | Purchase Price At Acquisition | Customer list | Store | Purchase Price At Acquisition | Customer list | Customer | Customer list | ||||||||||||||
Store | Store | |||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership interest acquired | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' |
Number of distribution centers | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | 15 | ' | ' | ' | ' | 3 | ' | ' |
Number of customers | ' | ' | ' | ' | ' | ' | 1,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' |
Finite lived intangible assets | ' | ' | ' | ' | ' | ' | ' | $3,400,000 | ' | ' | ' | ' | ' | $40,700,000 | ' | ' | ' | ' | $44,600,000 | ' | ' | $15,900,000 |
Goodwill | ' | 504,045,000 | ' | 504,045,000 | ' | 483,143,000 | 1,700,000 | ' | ' | 20,375,000 | 20,375,000 | 20,375,000 | ' | ' | 25,044,000 | ' | 25,044,000 | ' | ' | 10,100,000 | 10,100,000 | ' |
Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | 62,500,000 | 65,898,000 | 65,900,000 | ' | 64,900,000 | ' | 94,069,000 | 94,100,000 | ' | 97,500,000 | ' | ' | ' | ' |
Contingent consideration held in escrow | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,300,000 | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Increase In Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in goodwill, value | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | 3,400,000 | 1,400,000 | ' | ' | ' | 600,000 | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash amortization expense of inventory step-up | ' | 100,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash amortization expense on acquired intangible assets | ' | 19,700,000 | 16,700,000 | 56,300,000 | 48,900,000 | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price reduction amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,400,000 | ' | ' | ' | ' | ' | ' |
Business acquisition adjustment to historical amortization expense as a result of acquired intangible assets | ' | ' | $3,300,000 | $2,300,000 | $10,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation_of_Purchase_Price_D
Allocation of Purchase Price (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 | Nov. 30, 2012 | Jun. 29, 2013 | Sep. 28, 2013 | Mar. 22, 2013 | Apr. 30, 2013 | Sep. 28, 2013 |
In Thousands, unless otherwise specified | TriCan Tire Distributors | TriCan Tire Distributors | TriCan Tire Distributors | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | $1,344 | ' | ' | ' | $904 | ' |
Accounts receivable | ' | ' | 35,518 | ' | ' | ' | 10,093 | ' |
Inventory | ' | ' | 45,445 | ' | ' | ' | 21,685 | ' |
Other current assets | ' | ' | 495 | ' | ' | ' | 998 | ' |
Property and equipment | ' | ' | 1,191 | ' | ' | ' | 1,050 | ' |
Intangible assets | ' | ' | 49,940 | ' | ' | ' | 42,990 | ' |
Other assets | ' | ' | 755 | ' | ' | ' | 52 | ' |
Total assets acquired | ' | ' | 134,688 | ' | ' | ' | 77,772 | ' |
Debt | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | ' | ' | 37,576 | ' | ' | ' | 7,817 | ' |
Accrued and other liabilities | ' | ' | 14,609 | ' | ' | ' | 12,740 | ' |
Deferred income taxes | ' | ' | 13,003 | ' | ' | ' | 11,692 | ' |
Other liabilities | ' | ' | 475 | ' | ' | ' | ' | ' |
Total liabilities assumed | ' | ' | 65,663 | ' | ' | ' | 32,249 | ' |
Net assets acquired | ' | ' | 69,025 | ' | ' | ' | 45,523 | ' |
Goodwill | 504,045 | 483,143 | 25,044 | ' | 25,044 | ' | 20,375 | 20,375 |
Purchase price | ' | ' | $94,069 | $94,100 | ' | $62,500 | $65,898 | $65,900 |
Intangible_Assets_Based_on_Est
Intangible Assets Based on Estimated Fair Value (Detail) (USD $) | Nov. 30, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 |
In Thousands, unless otherwise specified | TriCan Tire Distributors | TriCan Tire Distributors | TriCan Tire Distributors | TriCan Tire Distributors | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. |
Customer list | Tradenames | Favorable leases | Customer list | Tradenames | Favorable leases | |||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Useful Life | ' | '16 years | '7 years | '6 years | ' | '16 years | '5 years | '4 years |
Intangible Assets, Estimated Fair Value | $49,940 | $44,621 | $4,958 | $361 | $42,990 | $40,720 | $1,900 | $370 |
Unaudited_Pro_Forma_Supplement
Unaudited Pro Forma Supplementary Data Related to TriCan and RTD Acquisition (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Business Acquisition, Pro Forma Information [Line Items] | ' | ' | ' |
Net sales | $994,312 | $2,817,147 | $2,777,157 |
Net income (loss) | ($9,410) | ($23,840) | ($13,065) |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 5 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 |
TriCan Tire Distributors | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Tire Distributors, Inc. | |||
Inventory [Line Items] | ' | ' | ' | ' | ' | ' |
Inventory, estimated fair value adjustment | ' | ' | $6.30 | ' | $2.70 | $0.20 |
Inventory step-up amortization period | ' | '2 months | ' | ' | ' | ' |
Inventory step-up amortization expense | $0.10 | $5 | ' | $2.70 | ' | ' |
Assets_Held_for_Sale_Additiona
Assets Held for Sale - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 01, 2012 | Mar. 31, 2002 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | |
Facility | Facility | |||||
Times | ||||||
Long Lived Assets Held-for-sale [Line Items] | ' | ' | ' | ' | ' | ' |
Assets held for sale | ' | ' | $3,369,000 | $3,369,000 | ' | $7,151,000 |
Assets held for sale fair value adjustment, impairment loss | ' | ' | 300,000 | 500,000 | ' | ' |
Assets Held-for-sale, at Carrying Value | ' | ' | 4,000,000 | 4,000,000 | ' | ' |
Proceeds From Sale Of Assets Held For Sale | ' | ' | ' | 5,389,000 | 3,078,000 | ' |
Assets Held For Sale Gain Loss On Sale | ' | ' | 100,000 | ' | ' | ' |
Number of facilities under sale-leaseback transaction | ' | 3 | ' | ' | ' | ' |
Number of facility reacquired under sale-leaseback transaction | 1 | ' | ' | ' | ' | ' |
Lease-backed facility, lease term | ' | '20 years | ' | ' | ' | ' |
Sale-leaseback transaction, number of renewal options | ' | 2 | ' | ' | ' | ' |
Sale-leaseback transaction, renewal option period | '5 years | '10 years | ' | ' | ' | ' |
Reacquired facility, carrying value of facility | ' | ' | 1,500,000 | 1,500,000 | ' | ' |
Facility located in Georgia | ' | ' | ' | ' | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' | ' | ' | ' | ' |
Assets Held-for-sale, at Carrying Value | ' | ' | 800,000 | 800,000 | ' | ' |
Facilities | ' | ' | ' | ' | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' | ' | ' | ' | ' |
Proceeds From Sale Of Assets Held For Sale | ' | ' | 3,900,000 | ' | ' | ' |
Residential properties | ' | ' | ' | ' | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' | ' | ' | ' | ' |
Assets held for sale | ' | ' | $1,100,000 | $1,100,000 | ' | ' |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2013 |
Goodwill [Line Items] | ' |
Beginning balance | $483,143 |
Purchase accounting adjustments | -1,348 |
Acquisitions | 23,652 |
Currency Translation | -1,402 |
Ending balance | $504,045 |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | |||||||
Feb. 28, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Jun. 29, 2013 | Sep. 28, 2013 | Nov. 30, 2012 | Sep. 28, 2013 | 24-May-12 | 28-May-10 | Aug. 30, 2013 | Sep. 28, 2013 | Apr. 30, 2013 | |
TriCan Tire Distributors | TriCan Tire Distributors | TriCan Tire Distributors | Consolidated Tire & Oil | Consolidated Tire & Oil | Acquisition of Holdings | Tire Distributors, Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | ||||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | $504,045,000 | $483,143,000 | ' | $25,044,000 | $25,044,000 | $10,100,000 | $10,100,000 | $418,600,000 | $1,700,000 | $20,375,000 | $20,375,000 |
Net goodwill, deductible for income tax purposes | ' | 26,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of ownership interest acquired | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | 100.00% | ' | ' |
Change in goodwill, value | $1,600,000 | ' | ' | $3,400,000 | $1,400,000 | ' | $600,000 | ' | ' | ' | $1,000,000 | ' |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 5 Months Ended | 1 Months Ended | 9 Months Ended | |||||||||
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Aug. 30, 2013 | Sep. 28, 2013 | Mar. 22, 2013 | Mar. 22, 2013 | Mar. 22, 2013 | Nov. 30, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | 24-May-12 | Sep. 28, 2013 | Sep. 28, 2013 |
Tire Distributors, Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | TriCan Tire Distributors | TriCan Tire Distributors | TriCan Tire Distributors | Consolidated Tire & Oil | Minimum | Maximum | |||||
Customer list | Customer list | Tradenames | Favorable leases | Customer list | Tradenames | Favorable leases | Customer list | ||||||||
Indefinite And Finite Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite lived intangible assets, useful life | ' | ' | ' | ' | '16 years | ' | '16 years | '5 years | '4 years | '16 years | '7 years | '6 years | '16 years | '1 year | '19 years |
Finite-lived intangible assets | ' | ' | ' | ' | $3.40 | ' | $40.70 | $1.90 | $0.40 | $44.60 | $4.90 | $0.40 | $15.90 | ' | ' |
Intangible asset, amortization expense | 19.7 | 16.7 | 56.3 | 48.9 | ' | 3.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense for remainder of year 2013 | 19.8 | ' | 19.8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2014 | 72.7 | ' | 72.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2015 | 62.4 | ' | 62.4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2016 | 52.6 | ' | 52.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2017 | $46 | ' | $46 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross_Amount_and_Accumulated_A
Gross Amount and Accumulated Amortization of Intangible Assets (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | $698,789 | $649,890 |
Accumulated Amortization | 217,384 | 161,085 |
Tradenames (indefinite-lived) | 249,893 | 249,893 |
Total intangible assets, Gross Amount | 948,682 | 899,783 |
Customer list | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 675,221 | 632,589 |
Accumulated Amortization | 208,526 | 156,249 |
Noncompete agreement | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 12,110 | 7,898 |
Accumulated Amortization | 5,467 | 2,841 |
Favorable leases | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 712 | 360 |
Accumulated Amortization | 86 | 5 |
Tradenames | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 10,746 | 9,043 |
Accumulated Amortization | $3,305 | $1,990 |
LongTerm_Debt_Detail
Long-Term Debt (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | ' |
Senior Secured Notes | $248,111 | $247,802 | ' |
Senior Subordinated Notes | 200,000 | 200,000 | ' |
Capital lease obligations | 12,277 | 12,469 | 14,100 |
Other | 1,236 | 1,341 | ' |
Total debt | 1,021,353 | 951,204 | ' |
Less - Current maturities | -533 | -493 | ' |
Long-term debt | 1,020,820 | 950,711 | ' |
FILO Facility | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
ABL Facility | 49,152 | ' | ' |
UNITED STATES | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
ABL Facility | 457,515 | 478,616 | ' |
CANADA | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
ABL Facility | $53,062 | $10,976 | ' |
Longterm_Debt_Additional_Infor
Long-term Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
Feb. 01, 2012 | Mar. 31, 2002 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | Dec. 31, 2011 | Sep. 28, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Nov. 30, 2012 | Sep. 28, 2013 | Nov. 30, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | Apr. 30, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Nov. 30, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Nov. 30, 2012 | Sep. 28, 2013 | Apr. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2012 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Nov. 30, 2012 | 28-May-10 | Sep. 28, 2013 | Dec. 29, 2012 | 28-May-10 | 28-May-10 | 28-May-10 | 28-May-10 | 28-May-10 | 28-May-10 | 28-May-10 | 28-May-10 | |
Facility | Times | FILO Facility | UNITED STATES | UNITED STATES | CANADA | CANADA | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Notes | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | |||||
Facility | Scenario 3 | Scenario 1 | Scenario 1 | Scenario 2 | Scenario 2 | FILO Facility | FILO Facility | FILO Facility | FILO Facility | FILO Facility | FILO Facility | UNITED STATES | UNITED STATES | UNITED STATES | UNITED STATES | UNITED STATES | UNITED STATES | UNITED STATES | UNITED STATES | UNITED STATES | CANADA | CANADA | CANADA | CANADA | CANADA | CANADA | CANADA | CANADA | CANADA | CANADA | CANADA | Between June 1, 2013 and May 31, 2014 | Between June 1, 2014 and May 31, 2015 | Between June 1, 2015 and May 31, 2016 | Between June 1, 2016 and May 31, 2017 | Between June 1, 2013 and May 31, 2014 | Between June 1, 2014 and May 31, 2015 | Between June 1, 2015 and May 31, 2016 | |||||||||||||||||
Maximum | Minimum | Maximum | Adjusted LIBOR | Federal Funds Effective Rate | One Month-Adjusted LIBOR | One Month-Adjusted LIBOR Plus 1.0% | Tire Inventory | Non-tire Inventory | Adjusted LIBOR | Federal Funds Effective Rate | One Month-Adjusted LIBOR | One Month-Adjusted LIBOR Plus 1.0% | Commercial and Standby Letters of Credit | Scenario 3 | Tire Inventory | Non-tire Inventory | Federal Funds Effective Rate | One Month-Adjusted LIBOR | One Month-Adjusted LIBOR Plus 1.0% | Bankers' Acceptance Rate | Commercial and Standby Letters of Credit | ||||||||||||||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $473,600,000 | $477,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | 850,000,000 | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | 100,000,000 | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility additional increase in borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16-Nov-17 | ' | ' | 1-Mar-17 | ' | 1-Mar-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jun-17 | ' | ' | ' | ' | ' | ' | 1-Jun-18 | ' | ' | ' |
Debt instrument maturity date description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'If on March 1, 2017, either (i) more than $50.0 million in aggregate principal amount of ATDI's Senior Secured Notes remains outstanding or (ii) any principal amount of ATDI's Senior Secured Notes remains outstanding with a scheduled maturity date which is earlier than 91 days after November 16, 2017 and excess availability under the ABL Facility is less than 12.5% of the aggregate revolving commitments, then the maturity date will be March 1, 2017. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Secured Notes | ' | ' | 248,111,000 | ' | 247,802,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Secured Notes, maximum scheduled maturity period after November 16, 2017 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '91 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of aggregate revolving commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term period of FILO facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '18 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FILO facility, effective date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Apr-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Drawn from credit facility | ' | ' | 2,239,558,000 | 2,513,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, outstanding amount | ' | ' | ' | ' | ' | ' | 49,152,000 | 457,515,000 | 478,616,000 | 53,062,000 | 10,976,000 | ' | ' | ' | ' | ' | ' | ' | ' | 49,200,000 | ' | ' | ' | ' | 457,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | 53,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, outstanding letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility remaining additional borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 158,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | 24,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, interest rate description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Borrowings under the FILO Facility bear interest at a rate per annum equal to, at the Companybs option, either (a) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 3.5% as of September 28, 2013 or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by the Bank of America, N.A. as its bprime rateb for commercial loans, (2) the federal funds effective rate plus 1b2 of 1% and (3) the one month-Adjusted LIBOR rate plus 1.0% per annum, plus an applicable margin of 2.5% as of September 28, 2013. The applicable margins under the FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility. | ' | ' | ' | ' | 'Borrowings under the U.S. ABL Facility bear interest at a rate per annum equal to, at the Companybs option, either (a) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 2.0% as of September 28, 2013 or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by the Bank of America, N.A. as its bprime rateb for commercial loans, (2) the federal funds effective rate plus 1b2 of 1% and (3) the one month-Adjusted LIBOR rate plus 1.0% per annum, plus an applicable margin of 1.0% as of September 28, 2013. The applicable margins under the U.S. ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility. | ' | ' | ' | ' | ' | ' | ' | ' | 'Borrowings under the Canadian ABL Facility bear interest at a rate per annum equal to either (a) a Canadian base rate determined by reference to the highest of (1) the base rate as published by Bank of America, N.A. (acting through its Canada branch) as its bbase rateb, (2) the federal funds rate effective plus 1b2 of 1% per annum and (3) the one month-LIBOR rate plus 1.0% per annum, plus an applicable margin of 1.0% as of September 28, 2013 or (b) a Canadian prime rate determined by reference to the highest of (1) the prime rate as published by Bank of America, N.A. (acting through its Canada branch) as its bprime rateb, (2) the sum of 1b2 of 1% plus the Canadian overnight rate and (3) the sum of 1% plus the rate of interest per annum equal to the average rate applicable to Canadian Dollar bankersb acceptances as published by Reuters Monitor Money Rates Service for a 30 day interest period, plus an applicable margin of 1.0% as of September 28, 2013. The applicable margins under the Canadian ABL Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | 0.05% | 1.00% | 2.50% | ' | ' | ' | ' | 2.00% | 0.05% | 1.00% | 1.00% | ' | ' | ' | ' | ' | ' | ' | 0.05% | 1.00% | 1.00% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, borrowing base description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The FILO borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of 5% of eligible accounts receivable of the U.S. loan parties, as applicable; plus 7.5% of the net orderly liquidation value of the eligible tire and non-tire inventory of the U.S. loan parties, as applicable. Borrowings under the FILO Facility bear interest at a rate per annum equal to, at the Companybs option, either (a) an Adjusted LIBOR rate determined by reference to LIBOR, adjusted for statutory reserve requirements, plus an applicable margin of 3.5% as of September 28, 2013 or (b) a base rate determined by reference to the highest of (1) the prime commercial lending rate published by the Bank of America, N.A. as its bprime rateb for commercial loans, (2) the federal funds effective rate plus 1b2 of 1% and (3) the one month-Adjusted LIBOR rate plus 1.0% per annum, plus an applicable margin of 2.5% as of September 28, 2013. The applicable margins under the FILO Facility are subject to step ups and step downs based on average excess borrowing availability under the ABL Facility. | ' | ' | ' | ' | 'The U.S. and Canadian borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of: 85% of eligible accounts receivable of the U.S. or Canadian loan parties, as applicable; plus The lesser of (a) 70% of the lesser of cost or market value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable; plus The lesser of (a) 50% of the lower of cost or market value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable. | ' | ' | ' | ' | ' | ' | ' | ' | 'The U.S. and Canadian borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of: 85% of eligible accounts receivable of the U.S. or Canadian loan parties, as applicable; plus The lesser of (a) 70% of the lesser of cost or market value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible tire inventory of the U.S. or Canadian loan parties, as applicable; plus The lesser of (a) 50% of the lower of cost or market value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable and (b) 85% of the net orderly liquidation value of eligible non-tire inventory of the U.S. or Canadian loan parties, as applicable. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Eligible accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lesser of cost or fair market value of eligible inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net orderly liquidation value of eligible inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.50% | ' | ' | ' | ' | ' | ' | 85.00% | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, covenant description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The ABL Facility and FILO Facility contain customary covenants, including covenants that restricts the Companybs ability to incur additional debt, grant liens, enter into guarantees, enter into certain mergers, make certain loans and investments, dispose of assets, prepay certain debt, declare dividends, modify certain material agreements, enter into transactions with affiliates or change the Companybs fiscal year. If the amount available for additional borrowings under the ABL Facility is less than the greater of (a) 10.0% of the lesser of (x) the aggregate commitments under the ABL Facility and (y) the aggregate borrowing base and (b) $25.0 million, then the Company would be subject to an additional covenant requiring them to meet a fixed charge coverage ratio of 1.0 to 1.0. As of September 28, 2013, the Companybs additional borrowing availability under the ABL Facility was above the required amount and the Company was therefore not subject to the additional covenants. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage available additional borrowing under credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional covenant required amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount senior note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' |
Net proceeds from senior secured notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of deferred financing costs | ' | ' | 1,106,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, fixed interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.75% | ' | ' | ' | ' | ' | ' | 11.50% | ' | ' | ' |
Debt instrument interest payment term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Interest on the Senior Secured Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010. | ' | ' | ' | ' | ' | ' | 'Interest on the Senior Subordinated Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2010. | ' | ' | ' |
Debt instrument first interest payment date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Dec-10 | ' | ' | ' | ' | ' | ' | 1-Dec-10 | ' | ' | ' |
Debt instrument, effective interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption notice period, lower limit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' |
Redemption notice period, upper limit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' |
Debt redemption price as percentage of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107.31% | 104.88% | 102.44% | 100.00% | ' | 104.00% | 102.00% | 100.00% |
Capital lease obligation | ' | ' | 12,277,000 | ' | 12,469,000 | 14,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease-backed facility, lease term | ' | '20 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale-leaseback transaction, number of renewal options | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale-leaseback transaction, renewal option period | '5 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of facilities under sale-leaseback transaction | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment to reacquire facility included in sale-leaseback transaction and treated as debt modification for accounting purposes | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of facilities reacquired under sale-leaseback transaction | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining lease payment term | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Instruments_Additio
Derivative Instruments - Additional Information (Detail) (USD $) | Sep. 04, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Aug. 01, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Sep. 23, 2011 | Feb. 24, 2011 | Sep. 04, 2013 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Aug. 01, 2012 | Aug. 01, 2012 | Sep. 23, 2011 | Sep. 23, 2011 | Feb. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Feb. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 04, 2013 | Sep. 04, 2013 |
In Millions, unless otherwise specified | 3Q 2013 Swaps | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest rate swap, fixed rate 0.655% and expire in June 2016 (one) | Interest rate swap, fixed rate 0.655% and expire in June 2016 (two) | Interest rate swap, fixed rate 0.74% and expire in September 2014 | Interest rate swap, fixed rate 1.0% and expire in September 2015 | Interest rate swap, fixed rate 0.585% and expired in February 2012 | Interest rate swap, fixed rate 0.585% and expired in February 2012 | Interest rate swap, fixed rate 0.585% and expired in February 2012 | Interest rate swap, fixed rate 1.105% and expired in February 2013 | Interest rate swap, fixed rate 1.105% and expired in February 2013 | Interest rate swap, fixed rate 1.105% and expired in February 2013 | Interest rate swap, fixed interest rate of 1.464% and expires in September 2016 | Interest rate swap, fixed interest rate of 1.942% and expires in September 2016 |
Forward Starting Swap | 3Q 2012 Swaps | 3Q 2012 Swaps | 3Q 2012 Swaps | 3Q 2012 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 1Q 2011 Swap | 3Q 2013 Swaps | 3Q 2013 Swaps | 3Q 2013 Swaps | 3Q 2013 Swaps | 3Q 2012 Swaps | 3Q 2012 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 1Q 2011 Swap | 1Q 2011 Swap | 1Q 2011 Swap | 1Q 2011 Swap | 1Q 2011 Swap | 1Q 2011 Swap | 3Q 2013 Swaps | 3Q 2013 Swaps | |
Derivative | Derivative | Derivative | Derivative | Forward Starting Swap | Forward Starting Swap | |||||||||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of interest rate swap | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $75 | $100 | $200 | $200 | $200 | $50 | $50 | $50 | $50 | $25 | $25 | $25 | $50 | $50 | $50 | $50 | $50 |
Interest rate swap, applicable fixed interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.15% | ' | ' | ' | 0.66% | 0.66% | 0.74% | 1.00% | 0.59% | ' | ' | 1.11% | ' | ' | 1.46% | 1.94% |
Number of interest rate swap agreements | ' | ' | ' | ' | 2 | ' | ' | ' | 2 | 2 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap, expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2016-09 | ' | ' | ' | '2016-06 | '2016-06 | '2014-09 | '2015-09 | '2012-02 | ' | ' | '2013-02 | ' | ' | '2016-09 | '2016-09 |
Interest rate swap, effective date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2014-09 | '2015-09 |
Fair_Values_of_Derivative_Inst
Fair Values of Derivative Instruments Included within Condensed Consolidated Balance Sheets (Detail) (Derivatives not designated as hedges, Accrued expenses, USD $) | Sep. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | $2,955 | $2,213 |
Interest Rate Swap | 1Q 2011 Swaps | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | ' | 149 |
Interest Rate Swap | 3Q 2011 Swaps | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | 903 | 1,314 |
Interest Rate Swap | 3Q 2012 Swaps | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | 265 | 750 |
Interest Rate Swap | 3Q 2013 Swaps | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | $1,787 | ' |
Fair_Values_of_Derivative_Inst1
Fair Values of Derivative Instruments Included within Condensed Consolidated Balance Sheets (Parenthetical) (Detail) (Interest Rate Swap, USD $) | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Sep. 23, 2011 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Aug. 01, 2012 | Sep. 28, 2013 | Sep. 04, 2013 | Dec. 29, 2012 | Sep. 29, 2012 |
In Millions, unless otherwise specified | 1Q 2011 Swaps | 1Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2012 Swaps | 3Q 2012 Swaps | 3Q 2012 Swaps | 3Q 2012 Swaps | 3Q 2013 Swaps | 3Q 2013 Swaps | 3Q 2013 Swaps | 3Q 2013 Swaps |
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of interest rate swap | $50 | $50 | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $200 | $100 | $200 | $200 |
PreTax_Effect_of_Derivative_In
Pre-Tax Effect of Derivative Instruments on Condensed Consolidated Statement of Comprehensive Income (Loss) (Detail) (Interest Expense, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
(Gain) loss recognized in interest expense | $2,093 | $1,042 | $742 | $1,632 |
Interest rate swap, fixed rate 1.105% and expired in February 2013 | 1Q 2011 Swap | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
(Gain) loss recognized in interest expense | ' | -34 | -149 | -78 |
Interest rate swap, fixed rate 0.585% and expired in February 2012 | 1Q 2011 Swap | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
(Gain) loss recognized in interest expense | ' | ' | ' | -12 |
Interest Rate Swap | 3Q 2011 Swaps | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
(Gain) loss recognized in interest expense | -10 | 266 | -412 | 912 |
Interest Rate Swap | 3Q 2012 Swaps | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
(Gain) loss recognized in interest expense | 316 | 810 | -484 | 810 |
Interest Rate Swap | 3Q 2013 Swaps | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
(Gain) loss recognized in interest expense | $1,787 | ' | $1,787 | ' |
PreTax_Effect_of_Derivative_In1
Pre-Tax Effect of Derivative Instruments on Condensed Consolidated Statement of Comprehensive Income (Loss) (Parenthetical) (Detail) (USD $) | Sep. 28, 2013 | Sep. 29, 2012 | Feb. 24, 2011 | Sep. 28, 2013 | Sep. 29, 2012 | Feb. 24, 2011 | Feb. 24, 2011 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Sep. 23, 2011 | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Aug. 01, 2012 | Sep. 28, 2013 | Sep. 04, 2013 | Dec. 29, 2012 | Sep. 29, 2012 |
In Millions, unless otherwise specified | Interest rate swap, fixed rate 1.105% and expired in February 2013 | Interest rate swap, fixed rate 1.105% and expired in February 2013 | Interest rate swap, fixed rate 1.105% and expired in February 2013 | Interest rate swap, fixed rate 0.585% and expired in February 2012 | Interest rate swap, fixed rate 0.585% and expired in February 2012 | Interest rate swap, fixed rate 0.585% and expired in February 2012 | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap | Interest Rate Swap |
1Q 2011 Swap | 1Q 2011 Swap | 1Q 2011 Swap | 1Q 2011 Swap | 1Q 2011 Swap | 1Q 2011 Swap | 1Q 2011 Swap | 3Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2011 Swaps | 3Q 2012 Swaps | 3Q 2012 Swaps | 3Q 2012 Swaps | 3Q 2012 Swaps | 3Q 2013 Swaps | 3Q 2013 Swaps | 3Q 2013 Swaps | 3Q 2013 Swaps | |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount of interest rate swap | $50 | $50 | $50 | $25 | $25 | $25 | $75 | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $100 | $200 | $100 | $200 | $200 |
Fair_Value_and_Hierarchy_Level
Fair Value and Hierarchy Levels of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) | Sep. 28, 2013 |
In Thousands, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Benefit trust assets | $3,135 |
Total | 3,135 |
Derivative instruments liabilities | 2,955 |
Total | 2,955 |
Level 1 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Benefit trust assets | 3,135 |
Total | 3,135 |
Level 2 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Derivative instruments liabilities | 2,955 |
Total | $2,955 |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 28, 2013 | Sep. 28, 2013 |
Fair Value of Financial Instruments [Line Items] | ' | ' |
Assets held for sale fair value adjustment, impairment loss | $0.30 | $0.50 |
Assets held for sale, fair value | $1.50 | $1.50 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Feb. 15, 2013 | Feb. 15, 2013 | Sep. 28, 2013 | Feb. 15, 2013 | Feb. 15, 2013 | Sep. 28, 2013 | Feb. 15, 2013 | Sep. 28, 2013 | Sep. 28, 2013 | Oct. 31, 2010 | Sep. 28, 2013 |
Maximum | Maximum | Before Amendment | Stock Option | Stock Option | Stock Option | Stock Option | Stock Options | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | ||||
Minimum | Minimum | Maximum | Maximum | Y | Y | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized for grant | ' | ' | 52,100,000 | ' | ' | 48,600,000 | ' | ' | ' | ' | ' | 800,000 | ' |
Number of shares of common stock approved to purchase for stock options | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options, exercise price of shares | ' | ' | $1.20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period | ' | ' | ' | ' | ' | ' | '3 years | '3 years | '5 years | '5 years | ' | ' | '2 years |
Number of shares available for grant | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 |
Options, expiration period | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average remaining contractual term for options outstanding | '7 years 2 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average remaining contractual term for options exercisable | '7 years 1 month 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.20 | ' | $0.10 |
Unrecognized compensation expense, weighted-average period for recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.6 | ' | ' |
Weighted average fair value of stock options granted | $0.54 | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock for each restricted stock unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Weighted average period of unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.3 |
Changes_in_Options_Outstanding
Changes in Options Outstanding under Two Thousand Ten Plan (Detail) (2010 Plan, USD $) | 9 Months Ended |
Sep. 28, 2013 | |
2010 Plan | ' |
Options Outstanding | ' |
Beginning balance | 46,681,600 |
Granted | 3,500,002 |
Exercised | ' |
Cancelled | -66,666 |
Ending balance | 50,114,936 |
Options exercisable at period end | 27,998,413 |
Options Outstanding, Weighted Average Exercise Price | ' |
Beginning balance | $1.01 |
Granted | $1.20 |
Exercised | ' |
Cancelled | $1 |
Ending balance | $1.02 |
Options exercisable at period end | $1.01 |
Assumptions_Used_to_Determine_
Assumptions Used to Determine Average Fair Value of Stock Options of Two Thousand Ten Plan (Detail) (2010 Plan) | 9 Months Ended | |
Sep. 28, 2013 | Sep. 29, 2012 | |
2010 Plan | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate | 1.38% | 1.48% |
Dividend yield | ' | ' |
Expected life | '6 years | '6 years 6 months |
Volatility | 45.39% | 42.81% |
Activity_under_Two_Thousand_Te
Activity under Two Thousand Ten Restricted Stock Units Plan (Detail) (Restricted Stock Units (RSUs), USD $) | 9 Months Ended |
Sep. 28, 2013 | |
Restricted Stock Units (RSUs) | ' |
Number of Shares | ' |
Outstanding and unvested, beginning balance | 269,298 |
Granted | ' |
Vested | -159,649 |
Cancelled | -21,930 |
Outstanding and unvested, ending balance | 87,719 |
Weighted Average Exercise price | ' |
Outstanding and unvested, beginning balance | $1.11 |
Granted | ' |
Vested | $1.10 |
Cancelled | $1.14 |
Outstanding and unvested, ending balance | $1.14 |
Summary_of_Compensation_Expens
Summary of Compensation Expense Recognized (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $596 | $1,607 | $2,047 | $2,761 |
Stock Option | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 584 | 1,534 | 1,962 | 2,584 |
Restricted Stock Units (RSUs) | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $12 | $73 | $85 | $177 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 | Dec. 29, 2012 | |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Income tax provision (benefit) | $485,000 | $10,054,000 | ($8,877,000) | ($5,754,000) | ' |
Effective tax rate | ' | ' | 29.80% | 31.40% | ' |
Pre tax loss | 1,709,000 | -548,000 | -29,781,000 | -18,304,000 | ' |
Net deferred tax liabilities | 262,000,000 | ' | 262,000,000 | ' | ' |
Deferred tax asset, current | 15,957,000 | ' | 15,957,000 | ' | 16,458,000 |
Net deferred tax liabilities, non-current | 277,987,000 | ' | 277,987,000 | ' | 285,345,000 |
Unrecognized tax benefits | 2,100,000 | ' | 2,100,000 | ' | ' |
Unrecognized tax benefits that, if recognized, would impact effective tax rate | 1,200,000 | ' | 1,200,000 | ' | ' |
Unrecognized tax benefits related to timing differences | 900,000 | ' | 900,000 | ' | ' |
Federal | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Income tax provision (benefit) | ' | ' | -7,200,000 | ' | ' |
Foreign Tax Authority | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Income tax provision (benefit) | ' | ' | -1,700,000 | ' | ' |
Acquisition of Holdings | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Effective tax rate | ' | ' | 39.60% | ' | ' |
Minimum | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Tax year open to examination by taxing jurisdictions | ' | ' | '2010 | ' | ' |
Minimum | Other Major Jurisdiction | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Tax year open to examination by taxing jurisdictions | ' | ' | '2009 | ' | ' |
Maximum | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Tax year open to examination by taxing jurisdictions | ' | ' | '2012 | ' | ' |
Maximum | Other Major Jurisdiction | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Tax year open to examination by taxing jurisdictions | ' | ' | '2012 | ' | ' |
Accrued expenses | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Unrecognized tax benefits | 900,000 | ' | 900,000 | ' | ' |
Other Liabilities | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' |
Unrecognized tax benefits | $1,200,000 | ' | $1,200,000 | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 28, 2013 |
Commitments and Contingencies Disclosure [Line Items] | ' |
Total obligation as guarantor on lease | $2.20 |
Subleased rentals | $2 |
Guarantee obligation period | '6 years |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Oct. 11, 2013 |
Subsequent Event | |||
Subsequent Event [Line Items] | ' | ' | ' |
Proceeds From Sale Of Assets Held For Sale | $5,389 | $3,078 | $1,500 |
Subsidiary_Guarantor_Financial2
Subsidiary Guarantor Financial Information - Additional Information (Detail) (USD $) | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 28, 2013 | 28-May-10 | 28-May-10 |
Senior Notes | Senior Subordinated Notes | ||
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' |
Aggregate principal amount of senior notes issued | ' | $250 | $200 |
Ownership relationship between guarantors | 'ATDI is a direct 100% owned subsidiary of Holdings and Am-Pac and Tire Wholesalers are indirect 100% owned subsidiaries of Holdings. None of our other subsidiaries guarantees the Notes. | ' | ' |
Condensed_Consolidating_Balanc
Condensed Consolidating Balance Sheets (Detail) (USD $) | Sep. 28, 2013 | Dec. 29, 2012 | Sep. 29, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | $27,321 | $25,951 | $14,802 | $14,979 |
Accounts receivable, net | 323,877 | 301,303 | ' | ' |
Inventories | 759,649 | 721,672 | ' | ' |
Assets held for sale | 3,369 | 7,151 | ' | ' |
Income tax receivable | 369 | 369 | ' | ' |
Other current assets | 32,751 | 37,153 | ' | ' |
Total current assets | 1,147,336 | 1,093,599 | ' | ' |
Property and equipment, net | 143,242 | 129,882 | ' | ' |
Goodwill and other intangible assets, net | 1,235,343 | 1,221,841 | ' | ' |
Other assets | 52,232 | 58,680 | ' | ' |
Total assets | 2,578,153 | 2,504,002 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 514,042 | 502,221 | ' | ' |
Accrued expenses | 64,671 | 44,916 | ' | ' |
Current maturities of long-term debt | 533 | 493 | ' | ' |
Total current liabilities | 579,246 | 547,630 | ' | ' |
Long-term debt | 1,020,820 | 950,711 | ' | ' |
Deferred income taxes | 277,987 | 285,345 | ' | ' |
Other liabilities | 17,358 | 14,662 | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | 758,385 | 756,338 | ' | ' |
Accumulated earnings (deficit) | -71,445 | -50,541 | ' | ' |
Accumulated other comprehensive income (loss) | -4,198 | -143 | ' | ' |
Total stockholders' equity | 682,742 | 705,654 | ' | ' |
Total liabilities and stockholders' equity | 2,578,153 | 2,504,002 | ' | ' |
Parent Company | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Intercompany receivables | 36,322 | 36,323 | ' | ' |
Total current assets | 36,322 | 36,323 | ' | ' |
Goodwill and other intangible assets, net | 418,592 | 418,592 | ' | ' |
Investment in subsidiaries | 219,099 | 242,010 | ' | ' |
Other assets | 8,729 | 8,729 | ' | ' |
Total assets | 682,742 | 705,654 | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | 758,385 | 756,338 | ' | ' |
Accumulated earnings (deficit) | -71,445 | -50,541 | ' | ' |
Accumulated other comprehensive income (loss) | -4,198 | -143 | ' | ' |
Total stockholders' equity | 682,742 | 705,654 | ' | ' |
Total liabilities and stockholders' equity | 682,742 | 705,654 | ' | ' |
Subsidiary Issuer | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 19,874 | 12,346 | 13,984 | 14,118 |
Accounts receivable, net | 290,277 | 278,557 | ' | ' |
Inventories | 657,172 | 682,159 | ' | ' |
Assets held for sale | 3,369 | 7,151 | ' | ' |
Income tax receivable | 369 | 369 | ' | ' |
Other current assets | 23,359 | 28,299 | ' | ' |
Total current assets | 994,420 | 1,008,881 | ' | ' |
Property and equipment, net | 137,664 | 128,259 | ' | ' |
Goodwill and other intangible assets, net | 678,448 | 724,681 | ' | ' |
Investment in subsidiaries | 201,569 | 146,615 | ' | ' |
Other assets | 42,485 | 48,430 | ' | ' |
Total assets | 2,054,586 | 2,056,866 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 467,779 | 469,717 | ' | ' |
Accrued expenses | 55,095 | 38,524 | ' | ' |
Current maturities of long-term debt | 527 | 487 | ' | ' |
Intercompany payables | 77,436 | 82,420 | ' | ' |
Total current liabilities | 600,837 | 591,148 | ' | ' |
Long-term debt | 967,754 | 939,719 | ' | ' |
Deferred income taxes | 253,648 | 269,857 | ' | ' |
Other liabilities | 13,256 | 14,132 | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Intercompany investment | 280,622 | 280,622 | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | 14,120 | 12,072 | ' | ' |
Accumulated earnings (deficit) | -71,453 | -50,541 | ' | ' |
Accumulated other comprehensive income (loss) | -4,198 | -143 | ' | ' |
Total stockholders' equity | 219,091 | 242,010 | ' | ' |
Total liabilities and stockholders' equity | 2,054,586 | 2,056,866 | ' | ' |
Guarantors Subsidiaries | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Accounts receivable, net | ' | 38 | ' | ' |
Intercompany receivables | 60,169 | 60,616 | ' | ' |
Other current assets | 4,899 | 4,899 | ' | ' |
Total current assets | 65,068 | 65,553 | ' | ' |
Property and equipment, net | 367 | 455 | ' | ' |
Goodwill and other intangible assets, net | 1,496 | 1,636 | ' | ' |
Other assets | 308 | 317 | ' | ' |
Total assets | 67,239 | 67,961 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 2,255 | 2,255 | ' | ' |
Accrued expenses | 53 | 126 | ' | ' |
Current maturities of long-term debt | 6 | 6 | ' | ' |
Intercompany payables | 1,155 | 1,290 | ' | ' |
Total current liabilities | 3,469 | 3,677 | ' | ' |
Long-term debt | 4 | 9 | ' | ' |
Deferred income taxes | 587 | 587 | ' | ' |
Other liabilities | 28 | 46 | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Intercompany investment | 64,935 | 64,935 | ' | ' |
Common stock | ' | ' | ' | ' |
Accumulated earnings (deficit) | -1,784 | -1,293 | ' | ' |
Total stockholders' equity | 63,151 | 63,642 | ' | ' |
Total liabilities and stockholders' equity | 67,239 | 67,961 | ' | ' |
Non-Guarantor Subsidiaries | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 7,447 | 13,605 | 818 | 861 |
Accounts receivable, net | 33,970 | 22,708 | ' | ' |
Inventories | 102,469 | 39,513 | ' | ' |
Intercompany receivables | 32,027 | ' | ' | ' |
Other current assets | 4,493 | 3,955 | ' | ' |
Total current assets | 180,406 | 79,781 | ' | ' |
Property and equipment, net | 5,211 | 1,168 | ' | ' |
Goodwill and other intangible assets, net | 136,807 | 76,932 | ' | ' |
Other assets | 710 | 1,204 | ' | ' |
Total assets | 323,134 | 159,085 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 44,378 | 30,249 | ' | ' |
Accrued expenses | 9,523 | 6,266 | ' | ' |
Intercompany payables | 49,927 | 13,229 | ' | ' |
Total current liabilities | 103,828 | 49,744 | ' | ' |
Long-term debt | 53,062 | 10,983 | ' | ' |
Deferred income taxes | 23,752 | 14,901 | ' | ' |
Other liabilities | 4,074 | 484 | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Intercompany investment | 165,503 | 97,454 | ' | ' |
Common stock | ' | ' | ' | ' |
Accumulated earnings (deficit) | -22,501 | -14,137 | ' | ' |
Accumulated other comprehensive income (loss) | -4,584 | -344 | ' | ' |
Total stockholders' equity | 138,418 | 82,973 | ' | ' |
Total liabilities and stockholders' equity | 323,134 | 159,085 | ' | ' |
Eliminations | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Accounts receivable, net | -370 | ' | ' | ' |
Inventories | 8 | ' | ' | ' |
Intercompany receivables | -128,518 | -96,939 | ' | ' |
Total current assets | -128,880 | -96,939 | ' | ' |
Investment in subsidiaries | -420,668 | -388,625 | ' | ' |
Total assets | -549,548 | -485,564 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | -370 | ' | ' | ' |
Intercompany payables | -128,518 | -96,939 | ' | ' |
Total current liabilities | -128,888 | -96,939 | ' | ' |
Stockholders' equity: | ' | ' | ' | ' |
Intercompany investment | -511,060 | -443,011 | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | -14,120 | -12,072 | ' | ' |
Accumulated earnings (deficit) | 95,738 | 65,971 | ' | ' |
Accumulated other comprehensive income (loss) | 8,782 | 487 | ' | ' |
Total stockholders' equity | -420,660 | -388,625 | ' | ' |
Total liabilities and stockholders' equity | ($549,548) | ($485,564) | ' | ' |
Condensed_Consolidating_Statem
Condensed Consolidating Statements of Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 | Sep. 28, 2013 | Sep. 29, 2012 |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Net sales | $987,894 | $915,340 | $2,782,947 | $2,583,837 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 817,544 | 765,768 | 2,328,192 | 2,166,865 |
Selling, general and administrative expenses | 146,353 | 129,159 | 421,424 | 377,939 |
Transaction expenses | 1,015 | 799 | 4,304 | 2,060 |
Operating income (loss) | 22,982 | 19,614 | 29,027 | 36,973 |
Other (expense) income: | ' | ' | ' | ' |
Interest expense | -20,625 | -18,744 | -55,252 | -52,475 |
Other, net | -648 | -1,418 | -3,556 | -2,802 |
Income (loss) from operations before income taxes | 1,709 | -548 | -29,781 | -18,304 |
Income tax provision (benefit) | 485 | 10,054 | -8,877 | -5,754 |
Net income (loss) | 1,224 | -10,602 | -20,904 | -12,550 |
Comprehensive income (loss) | 4,292 | -10,544 | -24,959 | -12,437 |
Parent Company | ' | ' | ' | ' |
Other (expense) income: | ' | ' | ' | ' |
Equity earnings of subsidiaries | 1,224 | -10,602 | -20,904 | -12,550 |
Income (loss) from operations before income taxes | 1,224 | -10,602 | -20,904 | -12,550 |
Net income (loss) | 1,224 | -10,602 | -20,904 | -12,550 |
Comprehensive income (loss) | 4,292 | -10,544 | -24,959 | -12,437 |
Subsidiary Issuer | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Net sales | 900,737 | 915,663 | 2,597,488 | 2,585,097 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 747,953 | 765,728 | 2,172,886 | 2,166,770 |
Selling, general and administrative expenses | 128,907 | 126,937 | 381,305 | 369,175 |
Transaction expenses | 980 | 799 | 3,821 | 2,060 |
Operating income (loss) | 22,897 | 22,199 | 39,476 | 47,092 |
Other (expense) income: | ' | ' | ' | ' |
Interest expense | -20,092 | -18,744 | -54,077 | -52,475 |
Other, net | -849 | -1,420 | -2,873 | -2,806 |
Equity earnings of subsidiaries | -157 | -6,037 | -8,855 | -6,863 |
Income (loss) from operations before income taxes | 1,799 | -4,002 | -26,329 | -15,052 |
Income tax provision (benefit) | 583 | 6,600 | -5,417 | -2,502 |
Net income (loss) | 1,216 | -10,602 | -20,912 | -12,550 |
Comprehensive income (loss) | 4,284 | -10,544 | -24,967 | -12,437 |
Guarantors Subsidiaries | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Net sales | ' | ' | 3 | ' |
Selling, general and administrative expenses | 76 | 162 | 678 | 779 |
Operating income (loss) | -76 | -162 | -675 | -779 |
Other (expense) income: | ' | ' | ' | ' |
Interest expense | ' | ' | -33 | ' |
Other, net | ' | 4 | 2 | 6 |
Income (loss) from operations before income taxes | -76 | -158 | -706 | -773 |
Income tax provision (benefit) | -21 | 299 | -215 | -249 |
Net income (loss) | -55 | -457 | -491 | -524 |
Comprehensive income (loss) | -55 | -457 | -491 | -524 |
Non-Guarantor Subsidiaries | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Net sales | 87,441 | -323 | 185,740 | -1,260 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 69,883 | 40 | 155,598 | 95 |
Selling, general and administrative expenses | 17,370 | 2,060 | 39,441 | 7,985 |
Transaction expenses | 35 | ' | 483 | ' |
Operating income (loss) | 153 | -2,423 | -9,782 | -9,340 |
Other (expense) income: | ' | ' | ' | ' |
Interest expense | -533 | ' | -1,142 | ' |
Other, net | 201 | -2 | -685 | -2 |
Income (loss) from operations before income taxes | -179 | -2,425 | -11,609 | -9,342 |
Income tax provision (benefit) | -77 | 3,155 | -3,245 | -3,003 |
Net income (loss) | -102 | -5,580 | -8,364 | -6,339 |
Comprehensive income (loss) | 2,898 | -5,580 | -12,606 | -6,339 |
Eliminations | ' | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' | ' |
Net sales | -284 | ' | -284 | ' |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | -292 | ' | -292 | ' |
Operating income (loss) | 8 | ' | 8 | ' |
Other (expense) income: | ' | ' | ' | ' |
Equity earnings of subsidiaries | -1,067 | 16,639 | 29,759 | 19,413 |
Income (loss) from operations before income taxes | -1,059 | 16,639 | 29,767 | 19,413 |
Net income (loss) | -1,059 | 16,639 | 29,767 | 19,413 |
Comprehensive income (loss) | ($7,127) | $16,581 | $38,064 | $19,300 |
Condensed_Consolidating_Statem1
Condensed Consolidating Statements of Cash Flows (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 28, 2013 | Sep. 29, 2012 |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operations | $39,147 | ($25,527) |
Cash flows from investing activities: | ' | ' |
Acquisitions, net of cash acquired | -70,566 | -19,224 |
Purchase of property and equipment | -34,924 | -42,177 |
Purchase of assets held for sale | -1,924 | -3,281 |
Proceeds from sale of property and equipment | 88 | 84 |
Proceeds from disposal of assets held for sale | 5,389 | 3,078 |
Net cash provided by (used in) investing activities | -101,937 | -61,520 |
Cash flows from financing activities: | ' | ' |
Borrowings from revolving credit facility | 2,239,558 | 2,513,600 |
Repayments of revolving credit facility | -2,168,837 | -2,423,995 |
Outstanding checks | -3,582 | -928 |
Payments of other long-term debt | -292 | -1,807 |
Payments of deferred financing costs | -1,106 | ' |
Net cash provided by (used in) financing activities | 65,741 | 86,870 |
Effect of exchange rate changes on cash | -1,581 | ' |
Net increase (decrease) in cash and cash equivalents | 1,370 | -177 |
Cash and cash equivalents - beginning of period | 25,951 | 14,979 |
Cash and cash equivalents - end of period | 27,321 | 14,802 |
Subsidiary Issuer | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operations | 13,852 | -25,498 |
Cash flows from investing activities: | ' | ' |
Acquisitions, net of cash acquired | -1,866 | -19,224 |
Purchase of property and equipment | -31,577 | -42,177 |
Purchase of assets held for sale | -1,924 | -3,281 |
Proceeds from sale of property and equipment | 70 | 84 |
Proceeds from disposal of assets held for sale | 5,389 | 3,078 |
Net cash provided by (used in) investing activities | -29,908 | -61,520 |
Cash flows from financing activities: | ' | ' |
Borrowings from revolving credit facility | 2,146,992 | 2,513,600 |
Repayments of revolving credit facility | -2,118,942 | -2,423,995 |
Outstanding checks | -3,582 | -928 |
Payments of other long-term debt | -287 | -1,793 |
Payments of deferred financing costs | -597 | ' |
Net cash provided by (used in) financing activities | 23,584 | 86,884 |
Net increase (decrease) in cash and cash equivalents | 7,528 | -134 |
Cash and cash equivalents - beginning of period | 12,346 | 14,118 |
Cash and cash equivalents - end of period | 19,874 | 13,984 |
Guarantors Subsidiaries | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operations | 5 | 14 |
Cash flows from financing activities: | ' | ' |
Payments of other long-term debt | -5 | -14 |
Net cash provided by (used in) financing activities | -5 | -14 |
Non-Guarantor Subsidiaries | ' | ' |
Cash flows from operating activities: | ' | ' |
Net cash provided by (used in) operations | 25,290 | -43 |
Cash flows from investing activities: | ' | ' |
Acquisitions, net of cash acquired | -68,700 | ' |
Purchase of property and equipment | -3,347 | ' |
Proceeds from sale of property and equipment | 18 | ' |
Net cash provided by (used in) investing activities | -72,029 | ' |
Cash flows from financing activities: | ' | ' |
Borrowings from revolving credit facility | 92,566 | ' |
Repayments of revolving credit facility | -49,895 | ' |
Payments of deferred financing costs | -509 | ' |
Net cash provided by (used in) financing activities | 42,162 | ' |
Effect of exchange rate changes on cash | -1,581 | ' |
Net increase (decrease) in cash and cash equivalents | -6,158 | -43 |
Cash and cash equivalents - beginning of period | 13,605 | 861 |
Cash and cash equivalents - end of period | $7,447 | $818 |