Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Mar. 03, 2014 | Jun. 29, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 28-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'ck0001323891 | ' | ' |
Entity Registrant Name | 'AMERICAN TIRE DISTRIBUTORS HOLDINGS, INC. | ' | ' |
Entity Central Index Key | '0001323891 | ' | ' |
Current Fiscal Year End Date | '--12-28 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'No | ' | ' |
Entity Voluntary Filers | 'Yes | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 1,000 | ' |
Entity Public Float | ' | ' | $0 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $35,760 | $25,951 |
Accounts receivable, net of allowance for doubtful accounts of $2,169 and $950 in fiscal 2013 and 2012, respectively | 305,247 | 301,303 |
Inventories | 772,733 | 721,672 |
Deferred income taxes | 15,719 | 16,458 |
Income tax receivable | 369 | 369 |
Assets held for sale | 910 | 7,151 |
Other current assets | 19,684 | 20,695 |
Total current assets | 1,150,422 | 1,093,599 |
Property and equipment, net | 147,856 | 129,882 |
Goodwill | 504,333 | 483,143 |
Other intangible assets, net | 713,294 | 738,698 |
Other assets | 43,421 | 58,680 |
Total assets | 2,559,326 | 2,504,002 |
Current liabilities: | ' | ' |
Accounts payable | 563,691 | 502,221 |
Accrued expenses | 47,723 | 44,916 |
Current maturities of long-term debt | 564 | 493 |
Total current liabilities | 611,978 | 547,630 |
Long-term debt | 966,436 | 950,711 |
Deferred income taxes | 270,576 | 285,345 |
Other liabilities | 17,362 | 14,662 |
Commitments and contingencies (See Note 13) | ' | ' |
Stockholder's equity: | ' | ' |
Common stock, par value $.01 per share; 1,000 shares authorized, issued and outstanding | ' | ' |
Additional paid-in capital | 758,972 | 756,338 |
Accumulated earnings (deficit) | -56,898 | -50,541 |
Accumulated other comprehensive income (loss) | -9,100 | -143 |
Total stockholder's equity | 692,974 | 705,654 |
Total liabilities and stockholder's equity | $2,559,326 | $2,504,002 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance for doubtful accounts | $2,169 | $950 |
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 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Net sales | $3,839,269 | $3,455,864 | $3,050,240 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 3,188,409 | 2,887,421 | 2,535,020 |
Selling, general and administrative expenses | 574,987 | 506,408 | 437,110 |
Transaction expenses | 6,719 | 5,246 | 3,946 |
Operating income (loss) | 69,154 | 56,789 | 74,164 |
Other income (expense): | ' | ' | ' |
Interest expense | -74,284 | -72,918 | -67,580 |
Other, net | -5,172 | -3,895 | -2,110 |
Income (loss) from operations before income taxes | -10,302 | -20,024 | 4,474 |
Income tax provision (benefit) | -3,945 | -5,678 | 4,357 |
Net income (loss) | -6,357 | -14,346 | 117 |
Other comprehensive income (loss): | ' | ' | ' |
Foreign currency translation | -9,131 | -344 | ' |
Unrealized gain (loss) on rabbi trust assets, net of tax | 174 | 138 | -158 |
Other comprehensive income (loss) | -8,957 | -206 | -158 |
Comprehensive income (loss) | ($15,314) | ($14,552) | ($41) |
Consolidated_Statements_of_Sto
Consolidated Statements 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 ($) | |
Beginning balance at Jan. 01, 2011 | $651,446 | ' | $687,537 | ($36,312) | $221 |
Beginning balance (in shares) at Jan. 01, 2011 | ' | 1,000 | ' | ' | ' |
Net income (loss) | 117 | ' | ' | 117 | ' |
Unrealized gain (loss) on rabbi trust assets, net of tax of $0.1 million, $0.1 million and $0.0 million in fiscal year 2013, 2012 and 2011 respectively | -158 | ' | ' | ' | -158 |
Equity contributions | 500 | ' | 500 | ' | ' |
Repurchase of common stock | -200 | ' | -200 | ' | ' |
Stock-based compensation | 4,114 | ' | 4,114 | ' | ' |
Ending balance at Dec. 31, 2011 | 655,819 | ' | 691,951 | -36,195 | 63 |
Ending balance (in shares) at Dec. 31, 2011 | ' | 1,000 | ' | ' | ' |
Net income (loss) | -14,346 | ' | ' | -14,346 | ' |
Unrealized gain (loss) on rabbi trust assets, net of tax of $0.1 million, $0.1 million and $0.0 million in fiscal year 2013, 2012 and 2011 respectively | 138 | ' | ' | ' | 138 |
Foreign currency translation | -344 | ' | ' | ' | -344 |
Equity contributions | 60,038 | ' | 60,038 | ' | ' |
Stock-based compensation | 4,349 | ' | 4,349 | ' | ' |
Ending balance at Dec. 29, 2012 | 705,654 | ' | 756,338 | -50,541 | -143 |
Ending balance (in shares) at Dec. 29, 2012 | ' | 1,000 | ' | ' | ' |
Net income (loss) | -6,357 | ' | ' | -6,357 | ' |
Unrealized gain (loss) on rabbi trust assets, net of tax of $0.1 million, $0.1 million and $0.0 million in fiscal year 2013, 2012 and 2011 respectively | 174 | ' | ' | ' | 174 |
Foreign currency translation | -9,131 | ' | ' | ' | -9,131 |
Stock-based compensation | 2,634 | ' | 2,634 | ' | ' |
Ending balance at Dec. 28, 2013 | $692,974 | ' | $758,972 | ($56,898) | ($9,100) |
Ending balance (in shares) at Dec. 28, 2013 | ' | 1,000 | ' | ' | ' |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Unrealized gain (loss) on rabbi trust assets, tax | $0.10 | $0.10 | $0 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net income (loss) | ($6,357) | ($14,346) | $117 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' | ' |
Depreciation and amortization of intangibles | 105,458 | 89,167 | 78,071 |
Amortization of other assets | 4,456 | 7,487 | 4,758 |
Provision (benefit) for deferred income taxes | -25,657 | -11,879 | -6,280 |
Provision for doubtful accounts | 2,237 | 1,996 | 1,911 |
Non-cash inventory step-up amortization | 5,379 | 4,074 | ' |
Stock-based compensation | 2,634 | 4,349 | 4,114 |
Other, net | 3,292 | 2,601 | 1,286 |
Change in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 7,401 | 5,134 | -47,363 |
Inventories | -27,639 | -32,170 | -151,945 |
Income tax receivable | 644 | 1,232 | 8,045 |
Other current assets | 1,160 | -5,971 | -1,729 |
Accounts payable and accrued expenses | 29,916 | -38,257 | 19,082 |
Other, net | 6,807 | -3,391 | -1,073 |
Net cash provided by (used in) operating activities | 109,731 | 10,026 | -91,006 |
Cash flows from investing activities: | ' | ' | ' |
Acquisitions, net of cash acquired | -77,017 | -115,334 | -59,694 |
Purchase of property and equipment | -47,127 | -52,388 | -31,044 |
Purchase of assets held for sale | -2,239 | -3,939 | -2,993 |
Proceeds from sale of assets held for sale | 7,751 | 3,738 | 1,403 |
Proceeds from sale of property and equipment | 197 | 102 | 79 |
Net cash provided by (used in) investing activities | -118,435 | -167,821 | -92,249 |
Cash flows from financing activities: | ' | ' | ' |
Borrowings from revolving credit facility | 2,973,584 | 3,333,642 | 2,760,364 |
Repayments of revolving credit facility | -2,955,576 | -3,217,298 | -2,577,380 |
Outstanding checks | 6,599 | -1,754 | 9,981 |
Payments of other long-term debt | -503 | -1,987 | -822 |
Payments of deferred financing costs | -1,106 | -3,779 | -5,880 |
Equity contribution | ' | 60,000 | ' |
Net cash provided by (used in) financing activities | 22,998 | 168,824 | 186,263 |
Effect of exchange rate changes on cash | -4,485 | -57 | ' |
Net increase (decrease) in cash and cash equivalents | 9,809 | 10,972 | 3,008 |
Cash and cash equivalents - beginning of period | 25,951 | 14,979 | 11,971 |
Cash and cash equivalents - end of period | 35,760 | 25,951 | 14,979 |
Supplemental disclosures of cash flow information: | ' | ' | ' |
Cash payments for interest | 68,179 | 64,324 | 61,732 |
Cash (receipts) payments for taxes, net | 23,740 | 6,510 | -8,101 |
Supplemental disclosures of noncash activities: | ' | ' | ' |
Capital expenditures financed by debt | $128 | $515 | ' |
Description_of_Company
Description of Company | 12 Months Ended | |
Dec. 28, 2013 | ||
Description of Company | ' | |
1 | Description of Company: | |
American Tire Distributors Holdings, Inc. (also referred to herein as “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. Unless the context otherwise requires, “Company” herein refers to Holdings and its consolidated subsidiaries. | ||
The Company is primarily engaged in the wholesale distribution of tires, custom wheels and accessories, and related tire supplies and tools, representing 97.4%, 2.0% and 0.6%, respectively, of our net sales. Operating as one operating and reportable segment through a network of 133 distribution centers, including three redistribution centers in the United States, the Company offers access to an extensive breadth and depth of inventory, representing approximately 40,000 stock-keeping units (SKUs) to approximately 72,000 customers (approximately 64,000 in the U.S. and 8,000 in Canada). The Company’s customer base is comprised primarily of independent tire dealers with the remainder of other customers representing various national and corporate accounts. The Company serves a majority of the contiguous United States as well as Canada. | ||
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 will not be exactly comparable to the prior and subsequent 52-week fiscal years. The fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 each contain operating results for 52 weeks. It should be noted that, prior to fiscal 2013, the Company and its TriCan Tire Distributors (“TriCan”) subsidiary had different year-end reporting dates. For fiscal 2012, TriCan had a calendar year-end reporting date of December 31. The impact from this difference on the consolidated financial statements was not material. TriCan converted to the Company’s fiscal year reporting date during fiscal 2013. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||
Dec. 28, 2013 | |||||
Summary of Significant Accounting Policies | ' | ||||
2 | Summary of Significant Accounting Policies: | ||||
A summary of significant accounting policies used in the preparation of the accompanying financial statements follows: | |||||
Basis of Preparation | |||||
The accompanying 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 consolidated financial statements contain all adjustments, which include normal recurring adjustments, necessary to present fairly the consolidated results for the periods presented. Certain changes in classification of amounts reported in prior years have been made to conform to the 2013 classification. | |||||
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. (“TPG” or the “Sponsor”) and certain co-investors (the “Merger”). Under the guidance provided by the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Topic 5J, “New Basis of Accounting Required in Certain Circumstances,” push-down accounting is required when such transactions result in an entity becoming substantially wholly-owned. Under push-down accounting, certain transactions incurred by the buyer, which would otherwise be accounted for in the accounts of the parent, are “pushed down” and recorded on the financial statements of the subsidiary. Therefore, the basis in shares of the Company’s common stock has been pushed down from the buyer to the Company. | |||||
Principles of Consolidation | |||||
The accompanying consolidated financial statements include the accounts of Holdings and its 100% owned subsidiaries. Partially-owned investments are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||
Use of Estimates | |||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends, and the assessment of the probable future outcome. Estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the statement of comprehensive income (loss) in the period that they are determined. | |||||
Foreign currency translation | |||||
All foreign currency denominated balance sheet accounts are translated at year end exchange rates and revenue and expense accounts are translated at weighted average rates of exchange prevailing during the year. Gains and losses resulting from the translation of foreign currency are recorded in the accumulated other comprehensive income (loss) component of stockholder’s equity. Transactional foreign currency gains and losses are included in other expense, net in the accompanying consolidated statements of comprehensive income (loss). | |||||
Cash and Cash Equivalents | |||||
The Company considers all deposits with an original maturity of three months or less to be cash equivalents in its consolidated financial statements. Outstanding checks are presented as a financing activity in the statement of cash flows because they are funded by drawing on the revolving credit facility as they are presented for payment. | |||||
Allowance for Doubtful Accounts | |||||
The allowance for doubtful accounts represents the best estimate of probable loss inherent within the Company’s accounts receivable balance. Estimates are based upon both the creditworthiness of specific customers and the overall probability of losses based upon an analysis of the overall aging of receivables as well as past collection trends and general economic conditions. | |||||
Inventories | |||||
Inventories are stated at the lower of cost, determined on the first-in, first-out (“FIFO”) method, or fair market value and consist primarily of automotive tires, custom wheels, and related tire supply and tool products. 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. | |||||
Property and Equipment | |||||
Property and equipment are stated at cost, less accumulated depreciation. For financial reporting purposes, assets placed in service are recorded at cost and depreciated using the straight-line method at annual rates sufficient to amortize the cost of the assets less estimated salvage values over the assets’ estimated useful lives. Leasehold improvements are amortized over the shorter of their economic useful life or the related lease term. The range of useful lives used to depreciate property and equipment is as follows: | |||||
Buildings | 25 to 31 years | ||||
Leasehold improvements | 2 to 10 years | ||||
Machinery and equipment | 2 to 10 years | ||||
Furniture and fixtures | 3 to 8 years | ||||
Internal use software | 1 to 5 years | ||||
Vehicles and other | 3 to 6 years | ||||
Major expenditures for replacements and significant improvements that increase asset values and extend useful lives are capitalized. Repairs and maintenance expenditures that do not extend the useful life of the asset are charged to expense as incurred. The carrying amounts of assets that are sold or retired and the related accumulated depreciation are removed from the accounts in the year of disposal, and any resulting gain or loss is reflected in the statement of comprehensive income (loss). | |||||
The Company capitalizes costs, including interest, incurred to develop or acquire internal-use software. These costs are capitalized subsequent to the preliminary project stage once specific criteria are met. Costs incurred in the preliminary project planning stage are expensed. Other costs, such as maintenance and training, are also expensed as incurred. Capitalized costs are amortized over their estimated useful lives using the straight-line method. | |||||
The Company assesses the recoverability of the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If the undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds the fair value of the assets. | |||||
Goodwill and Intangible Assets | |||||
Goodwill and intangible assets with indefinite useful lives 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. | |||||
Recoverability of goodwill is measured at the reporting unit level and determined using a two step process. The first step compares the carrying amount of the reporting unit to its estimated fair value. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, a second step is performed, wherein the reporting unit’s carrying value of goodwill is compared to the implied fair value of goodwill. To the extent that the carrying value exceeds the implied fair value, impairment exists and must be recognized. | |||||
Recoverability of other indefinite-lived intangible assets is measured by a comparison of the carrying amount of the intangible assets to the estimated fair value of the respective intangible assets. Any excess of the carrying value over the estimated fair value is recognized as an impairment loss equal to that excess. | |||||
Intangible assets such as customer-related intangible assets and noncompete agreements with finite useful lives are amortized on a straight-line or accelerated basis over their estimated economic lives. The weighted-average useful lives approximate the following: | |||||
Customer list | 16 to 19 years | ||||
Tradenames | 1 to 7 years | ||||
Noncompete agreements | 1 to 5 years | ||||
Favorable leases | 4 to 6 years | ||||
The Company assesses the recoverability of the carrying value of its intangible assets with finite useful lives whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If the undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds the fair value of the assets. | |||||
Deferred Financing Costs | |||||
Deferred financing costs are expenditures associated with obtaining financings that are capitalized in the consolidated balance sheets and amortized over the term of the loans to which such costs relate. Amounts capitalized are recorded within other assets in the consolidated balance sheets and amortized to interest expense in the consolidated statements of comprehensive income (loss). At December 28, 2013, the unamortized balance of deferred financing costs was $16.3 million, which includes $1.1 million incurred to increase the borrowing capacity of the Company’s Canadian ABL Facility and FILO Facility during fiscal 2013 (See Note 9 for additional information). At December 29, 2012, the unamortized balance of deferred financing costs was $19.7 million. Amortization for fiscal 2013, fiscal 2012 and fiscal 2011 was $4.5 million, $7.5 million and $4.8 million, respectively. Amortization for fiscal 2012 included $2.8 million related to the write-off of deferred financing costs associated with a lender that is not participating in the new syndication group. | |||||
Derivative Instruments and Hedging Activities | |||||
For derivative instruments, the Company applies FASB authoritative guidance which establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. This statement requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met and that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment. | |||||
Self Insurance | |||||
The Company is self-insured with respect to employee health liability claims and maintains a large deductible program on both workers’ compensation and auto insurance. The Company has stop-loss insurance coverage for individual claims in excess of $0.3 million for employee health insurance and deductibles of $0.3 million on the workers’ compensation and auto on a per claim basis. Aggregate stop-loss limits for workers’ compensation and auto are $9.0 million. There is no aggregate stop-loss limit on employee health insurance. A reserve for liabilities associated with losses is established for claims filed and claims incurred but not yet reported using actuarial methods followed in the insurance industry as well as the Company’s historical claims experience. | |||||
Revenue Recognition | |||||
Revenue is recognized and earned when all of the following criteria are satisfied: (a) persuasive evidence of a sales arrangement exists; (b) price is fixed or determinable; (c) collectability is reasonably assured; and (d) delivery has occurred or service has been rendered. The Company recognizes revenue when the title and the risks and rewards of ownership have substantially transferred to the customer, which is upon delivery under free on board (“FOB”) destination terms. The Company permits customers from time to time to return certain products, but there is no contractual right of return. The Company continuously monitors and tracks such returns and records an estimate of such future returns, which is based on historical experience and recent trends. | |||||
In the normal course of business, the Company extends credit, on open accounts, to its customers after performing a credit analysis based on a number of financial and other criteria. The Company performs ongoing credit evaluations of its customers’ financial condition and does not normally require collateral; however, letters of credit and other security are occasionally required for certain new and existing customers. | |||||
Customer Rebates | |||||
The Company offers rebates to its customers under a number of different programs. These rebates are recorded in accordance with the accounting standards for consideration given by a vendor to a customer. The majority of these programs provide for the customer to receive rebates, generally in the form of a reduction in the related accounts receivable balance, when certain measures are achieved, generally related to the volume of product purchased from the Company. These rebates are recorded as a reduction of the related price of the product, which reduces the amount of revenue recorded. Throughout the year, the amount of rebates is estimated based on the expected level of purchases to be made by customers that participate in the rebate programs. These estimates are periodically revised to reflect rebates earned by customers based on actual purchases made. | |||||
Manufacturer Rebates | |||||
The Company receives rebates from its vendors under a number of different programs. These rebates are recorded in accordance with the accounting standards for cash consideration received from a vendor. Many of the vendor programs provide for the Company to receive rebates when any of a number of measures are achieved, generally related to the volume of purchases. These rebates are accounted for as a reduction to the price of the product, which reduces the carrying value of our inventory, and our cost of goods sold when product is sold. Throughout the year, the amount recognized for annual rebates is based on purchases management considers probable for the full year. These estimates are continually revised to reflect rebates earned based on actual purchase levels. | |||||
Cooperative Advertising and Marketing Programs | |||||
The Company participates in cooperative advertising and marketing programs (“co-op”) with its vendors. Co-op funds are provided to the Company generally based on the volume of purchases made with vendors that offer such programs. A portion of the funds received must be used for specific advertising and marketing expenditures incurred by the Company or its customers. The co-op funds received by the Company from its vendors are accounted for in accordance with the accounting standards related to accounting for cash consideration received from a vendor, which requires that the Company record the funds received as a reduction of cost of sales or as an offset to specific costs incurred in selling the vendor’s products. The co-op funds that are provided to the Company’s customers are accounted for in accordance with authoritative guidance related to accounting for cash consideration given by a vendor to a customer, which requires that the Company record the funds paid as a reduction of revenue since no separate identifiable benefit is received by the Company. | |||||
Shipping and Handling Fees and Costs | |||||
In accordance with current accounting standards, the Company determined that shipping fees shall be reported on a gross basis. As a result, all amounts billed to a customer in a sale transaction related to shipping fees represent revenues earned for the goods provided and therefore recorded within net sales in the consolidated statement of comprehensive income (loss). Handling costs include expenses incurred to store, move, and prepare products for shipment. The Company classifies these costs as selling, general and administrative expenses within the consolidated statement of comprehensive income (loss), and includes a portion of internal costs such as salaries and overhead related to these activities. For fiscal 2013, 2012 and 2011, the Company incurred $213.8 million, $171.1 million and $140.8 million, respectively, related to these expenses. | |||||
Income Taxes | |||||
The Company records a tax provision for the anticipated tax consequences of the reported results of operations. The provision is computed using the asset and liability method of accounting, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In addition, the Company recognizes future tax benefits, such as net operating losses and tax credits, to the extent that realizing these benefits is considered in its judgment to be more likely than not. Deferred tax assets and liabilities are measured using currently enacted tax rates that apply to taxable income in effect for the years in which those tax items are expected to be realized or settled. The Company regularly reviews the recoverability of its deferred tax assets considering historic profitability, projected future taxable income, and timing of the reversals of existing temporary differences as well as the feasibility of our tax planning strategies. Where appropriate, a valuation allowance is recorded if available evidence suggests that it is more likely than not that some portion or all of a deferred tax asset will not be realized. Changes to valuation allowances are recognized in earnings in the period such determination is made. | |||||
The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon the technical merits, it is more-likely-than-not that the position will be sustained upon examination. The tax impacts recognized in the financial statements from such positions are then measured based on the largest impact that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes potential accrued interest and penalties associated with unrecognized tax positions as a component of the provision for income taxes. | |||||
Recent Accounting Pronouncements | |||||
In July 2012, the FASB issued Accounting Standards Update (“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 its 2013 fiscal year); however, the Company performed its annual impairment test in the fourth quarter of 2013. | |||||
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 requires 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 Exits.” 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 its consolidated financial statements. |
Acquisitions
Acquisitions: | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Acquisitions: | ' | ||||||||||||
3 | Acquisitions: | ||||||||||||
2013 Acquisitions | |||||||||||||
On December 13, 2013, TriCan entered into a Share Purchase Agreement with Wholesale Tire Distributors Inc., a corporation formed under the laws of the Province of Ontario (“WTD”), Allan Bishop, an individual resident in the Province of Ontario (“Allan”) and The Bishop Company Inc., a corporation formed under the laws of the Province of Ontario (“BishopCo”) (Allan and BishopCo each, a “Seller” and collectively, the “Sellers”), pursuant to which TriCan agreed to acquire from the Sellers all of the issued and outstanding shares of WTD. WTD owned and operated two distribution centers serving over 2,300 customers. The acquisition of WTD strengthened the Company’s market presence in the Southern Ontario region of Canada. The acquisition was completed on December 13, 2013 and was funded through cash on hand. The Company does not believe the acquisition of WTD is a material transaction, individually or when aggregated with the other non-material acquisition discussed herein, 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 WTD 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 $4.4 million. The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $1.1 million. The premium in the purchase price paid for the acquisition of WTD 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 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, individually or when aggregated with the other non-material acquisition discussed herein, 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 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 $2.4 million. The premium in the purchase price paid for the acquisition of TDI reflects the anticipated realization of operational and cost synergies. | |||||||||||||
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”), Regional Tire Distributors Inc. (“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 expanded 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 a 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 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 | $ | 40,720 | ||||||||||
Tradenames | 5 years | 1,900 | |||||||||||
Favorable leases | 4 years | 370 | |||||||||||
Total | $ | 42,990 | |||||||||||
RTD contributed net sales of approximately $143.4 million to the Company for the period from May 1, 2013 to December 28, 2013. Net income contributed by RTD since the acquisition date was approximately $4.0 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 $4.9 million. | |||||||||||||
2012 Acquisitions | |||||||||||||
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 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 and consisted of the followings: | |||||||||||||
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 for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 gives effect to the acquisition of RTD as if it had occurred on January 1, 2012 (the first day of the Company’s 2012 fiscal year) and gives effect to the acquisition of TriCan as if it had occurred on January 2, 2011 (the first day of the Company’s 2011 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 and does not project the Company’s results of operations for any future date. | |||||||||||||
Pro Forma | |||||||||||||
In thousands | Fiscal Year | Fiscal Year | Fiscal Year | ||||||||||
Ended | Ended | Ended | |||||||||||
December 28, | December 29, | December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Net sales | $ | 3,873,469 | $ | 3,767,037 | $ | 3,234,331 | |||||||
Net income (loss) | (9,007 | ) | (9,289 | ) | 5,596 | ||||||||
The pro forma supplementary data for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 includes $1.9 million, $11.7 million and $5.9 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. | |||||||||||||
2011 Acquisition | |||||||||||||
On April 15, 2011, the Company entered into a Stock Purchase Agreement with the Bowlus Service Company d/b/a North Central Tire (“NCT”) to acquire 100% of the outstanding capital stock of NCT. NCT owned and operated three distribution centers in Canton, Ohio, Cincinnati, Ohio and Rochester, New York, serving over 2,700 customers. The acquisition was completed on April 29, 2011 and was funded through the Company’s ABL Facility. The Company does not believe the acquisition of NCT 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 NCT 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 relates to a customer list intangible asset, which had an acquisition date fair value of $38.2 million. The excess of the purchase price over the amounts allocated to identifiable assets and liabilities is included in goodwill, and amounted to $27.0 million. The premium in the purchase price paid for the acquisition of NCT reflects the anticipated realization of significant operational and cost synergies. The purchase of NCT expanded the Company’s market position in Ohio and Western New York. |
Inventories
Inventories | 12 Months Ended | |
Dec. 28, 2013 | ||
Inventories | ' | |
4 | Inventories: | |
Inventories consist primarily of automotive tires, custom wheels, tire supplies and tools and 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 FILO Facility. See Note 9 for further information. | ||
As a result of the TriCan, RTD, TDI and WTD acquisitions, the carrying value of the acquired inventory was increased by $6.3 million, $2.7 million, $0.2 million and $0.5 million, respectively, to adjust to estimated fair value in accordance with the accounting guidance for business combinations. The step-up in inventory value is 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 consolidated statements of comprehensive income (loss) for the fiscal years ended December 28, 2013 and December 29, 2012 was $5.4 million and $4.1 million, respectively. |
Assets_Held_for_Sale
Assets Held for Sale | 12 Months Ended | |
Dec. 28, 2013 | ||
Assets Held for Sale | ' | |
5 | 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 December 28, 2013, assets held for sale totaled $0.9 million, of which $0.5 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 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 sale of this facility of $0.1 million within the accompanying 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 which reduced the carrying value to $1.5 million. In October 2013, the Company received $1.5 million in cash for the sale of this facility. | ||
During third quarter 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. During the fourth 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. As of December 28, 2013, the carrying value of this facility was $0.4 million. The Company is actively marketing this property and anticipates that it will be sold within a twelve-month period. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Property and Equipment | ' | ||||||||
6 | Property and Equipment: | ||||||||
The following table represents the major classes of property and equipment at December 28, 2013 and December 29, 2012: | |||||||||
In thousands | December 28, | December 29, | |||||||
2013 | 2012 | ||||||||
Land | $ | 1,665 | $ | 2,108 | |||||
Buildings and leasehold improvements | 22,811 | 21,554 | |||||||
Machinery and equipment | 27,515 | 21,745 | |||||||
Furniture and fixtures | 46,459 | 39,863 | |||||||
Software | 117,607 | 88,021 | |||||||
Vehicles and other | 3,111 | 3,649 | |||||||
Total property and equipment | 219,168 | 176,940 | |||||||
Less - Accumulated depreciation | (71,312 | ) | (47,058 | ) | |||||
Property and equipment, net | $ | 147,856 | $ | 129,882 | |||||
Depreciation expense was $29.5 million for the fiscal year ended December 28, 2013, $23.1 million for the fiscal year ended December 29, 2012 and $16.5 million for the fiscal year ended December 31, 2011. Depreciation expense is classified in selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss). | |||||||||
Included in the above table within Land and Buildings and leasehold improvements are assets under capital leases related to the sale and leaseback of two of the Company’s owned facilities (see Note 9). The net book value of these assets at December 28, 2013 and December 29 2012 was $6.9 million and $7.2 million, respectively. Accumulated depreciation was $1.1 million and $0.8 million for the respective periods. Depreciation expense was $0.3 million, $0.2 million and $0.3 million for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011. |
Goodwill
Goodwill | 12 Months Ended | ||||||||
Dec. 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 | December 28, | December 29, | |||||||
2013 | 2012 | ||||||||
Beginning balance | $ | 483,143 | $ | 446,787 | |||||
Purchase accounting adjustments | (1,349 | ) | — | ||||||
Acquisitions | 25,408 | 36,457 | |||||||
Currency translation | (2,869 | ) | (101 | ) | |||||
Ending balance | $ | 504,333 | $ | 483,143 | |||||
As of December 28, 2013, the Company has recorded goodwill of $504.3 million, of which approximately $26 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 December 13, 2013, TriCan entered into a Share Purchase Agreement to acquire all of the issued and outstanding common shares of WTD. The acquisition was funded through cash on hand. 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 $1.1 million as goodwill. See Note 3 for additional information. | |||||||||
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 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 fourth quarter 2013, the Company finalized the post-closing working capital adjustments in accordance with the purchase agreement which increased goodwill by $0.5 million. In addition, the Company adjusted the fair market value of certain working capital items during fourth quarter 2013. These adjustments increased goodwill by $0.2 million to $2.4 million at December 28, 2013. See Note 3 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 December 28, 2013. See Note 3 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 fiscal 2013, the Company finalized the post-closing working capital adjustments in accordance with the purchase agreement which decreased goodwill by $3.4 million. In addition, the Company adjusted the fair market value of certain working capital items during fiscal 2013. These adjustments increased goodwill by $1.4 million to $25.0 million at December 28, 2013. See Note 3 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 fiscal 2013, the Company finalized the post-closing working capital adjustments in accordance with the purchase agreement. This adjustment increase goodwill by $0.6 million to $10.1 million at December 28, 2013. See Note 3 for additional information. |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||||||||||
Dec. 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 basis 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 December 28, 2013 and December 29, 2012: | |||||||||||||||||
December 28, 2013 | December 29, 2012 | ||||||||||||||||
In thousands | Gross | Accumulated | Gross | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Customer lists | $ | 677,062 | $ | 226,614 | $ | 632,589 | $ | 156,249 | |||||||||
Noncompete agreements | 12,007 | 6,400 | 7,898 | 2,841 | |||||||||||||
Favorable leases | 688 | 119 | 360 | 5 | |||||||||||||
Tradenames | 10,531 | 3,754 | 9,043 | 1,990 | |||||||||||||
Total finite-lived intangible assets | 700,288 | 236,887 | 649,890 | 161,085 | |||||||||||||
Tradenames (indefinite-lived) | 249,893 | — | 249,893 | — | |||||||||||||
Total intangible assets | $ | 950,181 | $ | 236,887 | $ | 899,783 | $ | 161,085 | |||||||||
At December 28, 2013, the Company had $713.3 million of intangible assets. The balance primarily relates to the Merger on May 28, 2010, in which $781.3 million was recorded as intangible assets. As part of the preliminary purchase price allocation of WTD, the Company allocated $4.4 million to a finite-lived customer list intangible asset with a useful life of sixteen years. As part of the purchase price allocation of 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 connection with the acquisition of CTO on May 24, 2012, the Company allocated $15.9 million to a finite-lived customer list intangible asset with a useful life of sixteen years. During 2011, the Company allocated $43.4 million to finite-lived intangible assets, including $38.2 million associated with a customer list as well as $5.2 million associated with a noncompete agreement, in connection with the acquisition of NCT. These intangible assets had a useful life of nineteen years and five years, respectively. See Note 3 for additional information. | |||||||||||||||||
Amortization of intangible assets was $76.2 million in fiscal 2013, $66.2 million in fiscal 2012 and $61.8 million in fiscal 2011. Estimated amortization expense on existing intangible assets is expected to approximate $73.2 million in 2014, $62.7 million in 2015, $52.9 million in 2016, $46.2 million in 2017 and $39.6 million in 2018. |
Longterm_Debt
Long-term Debt | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Long-term Debt | ' | ||||||||
9 | Long-term Debt: | ||||||||
The following table presents the Company’s long-term debt at December 28, 2013 and at December 29, 2012: | |||||||||
In thousands | December 28, | December 29, | |||||||
2013 | 2012 | ||||||||
U.S. ABL Facility | $ | 417,066 | $ | 478,616 | |||||
Canadian ABL Facility | 36,424 | 10,976 | |||||||
FILO Facility | 51,863 | — | |||||||
Senior Subordinated Notes | 200,000 | 200,000 | |||||||
Senior Secured Notes | 248,219 | 247,802 | |||||||
Capital lease obligations | 12,330 | 12,469 | |||||||
Other | 1,098 | 1,341 | |||||||
Total debt | 967,000 | 951,204 | |||||||
Less - Current maturities | (564 | ) | (493 | ) | |||||
Long-term debt | $ | 966,436 | $ | 950,711 | |||||
The fair value of the Senior Secured Notes was $265.0 million at December 28, 2013 and December 29, 2012 and is based upon quoted market values (Level 1). The fair value of the Senior Subordinated Notes was $212.0 million at December 28, 2013 and December 29, 2012 and is based upon quoted prices for similar liabilities (Level 2). | |||||||||
Aggregate maturities of long-term debt at December 28, 2013, are as follows: | |||||||||
In thousands | |||||||||
2014 | $ | 564 | |||||||
2015 | 507 | ||||||||
2016 | 554 | ||||||||
2017 | 754,183 | ||||||||
2018 | 200,595 | ||||||||
Thereafter | 10,597 | ||||||||
Total | $ | 967,000 | |||||||
ABL Facility | |||||||||
See Note 18 regarding recent amendment to the Sixth Amended and Restated Credit Agreement. | |||||||||
Our Sixth Amended and Restated Credit Agreement (as amended, our “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 $100.0 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”). In addition, the Credit Agreement provides the U.S. borrowers under the agreement with a 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. 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, RTD and WTD 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 ABL Facility 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. The maturity date for the FILO Facility is October 30, 2014. See Note 18 for additional information regarding the amendment to the FILO Facility and the new maturity date. | |||||||||
At December 28, 2013, the Company had $417.1 million outstanding under the U.S. ABL Facility. In addition, the Company had certain letters of credit outstanding in the aggregate amount of $8.1 million, leaving $236.1 million available for additional borrowings under the U.S. ABL Facility. The outstanding balance of the Canadian ABL Facility at December 28, 2013 was $36.4 million, leaving $41.2 million available for additional borrowings. As of December 28, 2013, the outstanding balance of the FILO Facility was $51.9 million and was classified as long-term debt on the consolidated balance sheet as the FILO Facility was refinanced on a long-term basis on January 31, 2014. See Note 18 for additional information. | |||||||||
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 December 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 December 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 December 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 December 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 December 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 December 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 fair 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, 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, WTD 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 the 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 December 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 | |||||||||
See Note 18 regarding a recent amendment to the Senior Subordinated Indenture and the issuance of additional 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 current accounting guidance, 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 December 28, 2013, the outstanding balance of the financing obligation was $12.2 million. |
Derivative_Instruments
Derivative Instruments | 12 Months Ended | ||||||||||||||
Dec. 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 its 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 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 net income (loss) 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 net income (loss) 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 net income (loss) in the 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 $100.00 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 net income (loss) in the 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 counterpart 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 net income (loss) in the 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 net income (loss) in the consolidated statement of comprehensive income (loss). | |||||||||||||||
The following table presents the fair values of the Company’s derivative instruments included within the consolidated balance sheets as of December 28, 2013 and December 29, 2012: | |||||||||||||||
Liability Derivatives | |||||||||||||||
In thousands | Balance Sheet | December 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 | 792 | 1,314 | ||||||||||||
3Q 2012 swaps - $100 million notional | Accrued expenses | 280 | 750 | ||||||||||||
3Q 2013 swaps - $200 million notional | Accrued expenses | 1,880 | — | ||||||||||||
Total | $ | 2,952 | $ | 2,213 | |||||||||||
The pre-tax effect of the Company’s derivative instruments on the consolidated statement of comprehensive income (loss) was as follows: | |||||||||||||||
(Gain) Loss Recognized | |||||||||||||||
In thousands | Location of | Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||
(Gain) Loss | Ended | Ended | Ended | ||||||||||||
Recognized | December 28, | December 29, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||||
Derivatives not designated as hedges: | |||||||||||||||
1Q 2011 swap - $50 million notional | Interest Expense | $ | (149 | ) | $ | (154 | ) | $ | 303 | ||||||
1Q 2011 swap - $25 million notional | Interest Expense | — | (12 | ) | 12 | ||||||||||
3Q 2011 swaps - $100 million notional | Interest Expense | (522 | ) | 764 | 551 | ||||||||||
3Q 2012 swaps - $100 million notional | Interest Expense | (470 | ) | 750 | — | ||||||||||
3Q 2013 swaps - $200 million notional | Interest Expense | 1,880 | — | — | |||||||||||
Total | $ | 739 | $ | 1,348 | $ | 866 | |||||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||||||
Dec. 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 based on quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
• | Level 2 — 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 — 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 December 28, 2013: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
In thousands | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Benefit trust assets | $ | 3,412 | $ | 3,412 | $ | — | $ | — | |||||||||
Total | $ | 3,412 | $ | 3,412 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Derivative instruments | $ | 2,952 | $ | — | $ | 2,952 | $ | — | |||||||||
Total | $ | 2,952 | $ | — | $ | 2,952 | $ | — | |||||||||
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, restricted cash, 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 on a recurring basis at December 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. |
Employee_Benefits
Employee Benefits | 12 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Employee Benefits | ' | ||||||||||||||||
12 | Employee Benefits: | ||||||||||||||||
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 December 28, 2013, the Company has 2.5 million shares available for future incentive awards. | |||||||||||||||||
Changes in options outstanding under the 2010 Plan are as follows: | |||||||||||||||||
Options | Weighted | Options | Weighted | ||||||||||||||
Outstanding | Average | Exercisable | Average | ||||||||||||||
Exercise Price | Exercise Price | ||||||||||||||||
January 1, 2011 | 44,448,000 | 1 | — | — | |||||||||||||
Granted | 1,900,000 | 1 | n/a | n/a | |||||||||||||
Cancelled | (1,749,600 | ) | 1 | n/a | n/a | ||||||||||||
December 31, 2011 | 44,598,400 | $ | 1 | 8,710,401 | $ | 1 | |||||||||||
Granted | 2,277,600 | 1.14 | n/a | n/a | |||||||||||||
Exercised | (38,000 | ) | 1 | n/a | n/a | ||||||||||||
Cancelled | (156,400 | ) | 1 | n/a | n/a | ||||||||||||
December 29, 2012 | 46,681,600 | $ | 1.01 | 17,594,936 | $ | 1 | |||||||||||
Granted | 3,500,002 | 1.2 | n/a | n/a | |||||||||||||
Exercised | — | — | n/a | n/a | |||||||||||||
Cancelled | (665,099 | ) | 1.01 | n/a | n/a | ||||||||||||
December 28, 2013 | 49,516,503 | $ | 1.02 | 27,794,844 | $ | 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 December 28, 2013 was 6.9 years and 6.8 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 December 28, 2013 unrecognized compensation expense related to non-vested options granted under the 2010 Plan totaled $7.6 million and the weighted-average period over which this expense will be recognized is 1.3 years. | |||||||||||||||||
The weighted average fair value of the stock options granted during the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 was $0.54, $0.50 and $0.44, respectively, using the Black-Scholes option pricing model. The following weighted average assumptions were used: | |||||||||||||||||
Fiscal Year Ended | |||||||||||||||||
December 28, | December 29, | December 31, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Risk-free interest rate | 1.38 | % | 1.48 | % | 2.41 | % | |||||||||||
Dividend yield | — | — | — | ||||||||||||||
Expected life | 6.0 years | 6.5 years | 6.4 years | ||||||||||||||
Volatility | 45.39 | % | 42.81 | % | 40.75 | % | |||||||||||
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 of the award 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 company may be granted to non-employee directors of the Company, of which 0.3 million remain available at December 28, 2013 for future incentive awards. | |||||||||||||||||
The following table summarizes RSU activity under the 2010 RSU Plan: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of Shares | Average | ||||||||||||||||
Exercise Price | |||||||||||||||||
Outstanding and unvested at January 1, 2011 | 150,000 | $ | 1 | ||||||||||||||
Granted | 100,000 | 1 | |||||||||||||||
Vested | (75,000 | ) | 1 | ||||||||||||||
Cancelled | — | — | |||||||||||||||
Outstanding and unvested at December 31, 2011 | 175,000 | $ | 1 | ||||||||||||||
Granted | 219,298 | 1.14 | |||||||||||||||
Vested | (125,000 | ) | 1 | ||||||||||||||
Cancelled | — | — | |||||||||||||||
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 December 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 December 28, 2013, the Company has recognized all compensation expense related to non-vested RSUs granted under the 2010 RSU Plan as all outstanding and unvested RSUs at December 28, 2013 will vest at the beginning of fiscal 2014. | |||||||||||||||||
Compensation Expense | |||||||||||||||||
Stock-based compensation expense is included in selling general and administrative expenses within the accompanying 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: | |||||||||||||||||
Fiscal Year Ended | |||||||||||||||||
In thousands | December 28, | December 29, | December 31, | ||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Stock Options | $ | 2,524 | $ | 4,118 | $ | 3,999 | |||||||||||
Restricted Stock Units | 110 | 231 | 115 | ||||||||||||||
Total | $ | 2,634 | $ | 4,349 | $ | 4,114 | |||||||||||
Deferred Compensation Plan | |||||||||||||||||
The Company has a deferred compensation plan for its top executives and divisional employees covered by the executive bonus plan to encourage each participant to promote the long-term interests of the Company. Each participant is allowed to defer portions of their annual salary as well as bonuses received into the plan. In addition to employee deferrals, the Company makes contributions on behalf of its top executives and certain of the divisional employees in varying amounts. The plan provides that an employee who becomes a participant on or before November 23, 1998, shall be fully vested in all amounts credited to such participant’s account. An employee who becomes a participant after November 23, 1998 shall be at all times fully vested in elective deferrals into such participant’s account and, as to contributions made by the Company, shall vest at a rate of twenty percent (20%) per year as long as such participant is an employee on January 1 of each year. The deferred compensation plan may be altered and amended by the Company’s Board of Directors. | |||||||||||||||||
At December 28, 2013, the Company’s obligation related to its deferred compensation plan was $3.4 million, recorded in the consolidated balance sheet within other non-current liabilities. At December 29, 2012, the Company’s obligation related to its deferred compensation plan was $2.7 million. The Company provides for funding of the obligation through a Rabbi Trust, which holds various investments, including mutual funds and money market funds. Amounts related to the Rabbi Trust were $3.4 million and $2.7 million at December 28, 2013 and December 29, 2012, respectively, and are recorded in the consolidated balance sheets within other non-current assets. Contributions made by the Company on behalf of its employees were less than $0.1 million during fiscal 2013, 2012 and 2011. | |||||||||||||||||
401(k) Plans | |||||||||||||||||
The Company maintains a qualified profit sharing and 401(k) plan for eligible employees. All accounts are funded based on employee contributions to the plan, with the limits of such contributions determined by the Board of Directors. Effective January 1, 2002, the benefit formula for all participants was determined to be a match of 50% of participant contributions, up to 6% of their compensation. The plan also provides for contributions in such amounts as the Board of Directors may annually determine for the profit sharing portion of the plan. Employees vest in the 401(k) match and profit sharing contribution over a 5-year period. | |||||||||||||||||
The Company match of participant contributions is recorded within selling, general and administrative expense. For the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011, the Company contributed $2.8 million, $2.0 million and $2.1 million, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 28, 2013 | |||||
Commitments and Contingencies | ' | ||||
13 | Commitments and Contingencies: | ||||
Leases | |||||
The Company leases land, buildings, equipment and vehicles under various noncancellable operating leases, which expire between 2014 and 2027. Future minimum lease commitments, net of sublease income, at December 28, 2013 are as follows: | |||||
In thousands | |||||
2014 | $ | 88,941 | |||
2015 | 79,087 | ||||
2016 | 68,646 | ||||
2017 | 60,772 | ||||
2018 | 51,786 | ||||
Thereafter | 175,115 | ||||
Total | $ | 524,347 | |||
The Company’s rent expense, net of sublease income, under these operating leases was $92.9 million in fiscal 2013, $75.1 million in fiscal 2012 and $59.1 million in fiscal 2011. | |||||
On March 27, 2002, the Company completed an agreement for the sale and leaseback of three of its owned facilities. On February 1, 2012, the Company reacquired one of the three facilities included in the 2002 sale-leaseback transaction. 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. The Company reports this transaction as a capital lease using direct financing lease accounting. As such, the Company has a capital lease obligation of $12.2 million at December 28, 2013. See Note 9 for more information on this capital lease. Obligations under the Company’s other capital leases are not material. | |||||
The Company remains liable as a guarantor on certain leases related to Winston Tire Company. As of December 28, 2013, the Company’s total obligations, as guarantor on these leases, are approximately $2.0 million extending over five years. However, the Company has secured assignments or sublease agreements for the vast majority of these commitments with contractually assigned or subleased rentals of approximately $1.8 million. A provision has been made for the net present value of the estimated shortfall. | |||||
Legal and Tax Proceedings | |||||
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, foreign 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. See Note 14 for further description of the accounting standards for income taxes and the related impacts. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Income Taxes | ' | ||||||||||||
14 | Income Taxes: | ||||||||||||
The Company’s income tax provision (benefit) consisted of the following components: | |||||||||||||
Fiscal Year Ended | |||||||||||||
In thousands | December 28, | December 29, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal: | |||||||||||||
Current provision (benefit) | $ | 13,944 | $ | 5,420 | $ | 8,668 | |||||||
Deferred provision (benefit) | (18,141 | ) | (9,802 | ) | (7,327 | ) | |||||||
Total | (4,197 | ) | (4,382 | ) | 1,341 | ||||||||
State: | |||||||||||||
Current provision (benefit) | 3,707 | 1,884 | 3,278 | ||||||||||
Deferred provision (benefit) | (3,644 | ) | (2,037 | ) | (262 | ) | |||||||
Total | 63 | (153 | ) | 3,016 | |||||||||
Foreign: | |||||||||||||
Current provision (benefit) | 1,963 | 49 | — | ||||||||||
Deferred provision (benefit) | (1,774 | ) | (1,192 | ) | — | ||||||||
Total | 189 | (1,143 | ) | — | |||||||||
Total provision (benefit) | $ | (3,945 | ) | $ | (5,678 | ) | $ | 4,357 | |||||
The provision (benefit) for income taxes differs from the amount of income taxes computed by applying the applicable U.S. statutory federal income tax rate of 35% to pretax income (loss), as a result of the following differences: | |||||||||||||
Fiscal Year Ended | |||||||||||||
In thousands | December 28, | December 29, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Income tax provision (benefit) computed at the federal statutory rate | $ | (3,608 | ) | $ | (7,008 | ) | $ | 1,566 | |||||
State income taxes, net of federal income tax benefit | 676 | (100 | ) | 613 | |||||||||
Benefit of lower foreign rate | (84 | ) | 395 | — | |||||||||
Increase in state effective tax rate | — | — | 2,073 | ||||||||||
Permanent differences | 652 | 437 | 505 | ||||||||||
Debt issuance costs | (244 | ) | (221 | ) | (200 | ) | |||||||
Non-deductible transaction costs | 566 | 430 | — | ||||||||||
Tax settlements and other adjustments to uncertain tax positions | (1,542 | ) | 138 | (376 | ) | ||||||||
Increase (decrease) in valuation allowance | (281 | ) | 132 | 176 | |||||||||
Other | (80 | ) | 119 | — | |||||||||
Income tax provision (benefit) | $ | (3,945 | ) | $ | (5,678 | ) | $ | 4,357 | |||||
Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax reporting purposes and (b) operating loss and tax credit carry-forwards. As of December 28, 2013 and December 29, 2012, amounts related to deferred income taxes have been classified in the accompanying consolidated balance sheet as follows: | |||||||||||||
In thousands | December 28, | December 29, | |||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets (liabilities): | |||||||||||||
Current | $ | 15,719 | $ | 16,458 | |||||||||
Noncurrent | (270,576 | ) | (285,345 | ) | |||||||||
Total | $ | (254,857 | ) | $ | (268,887 | ) | |||||||
The tax effects of the significant temporary differences that comprise deferred tax assets and liabilities at December 28, 2013 and December 29, 2012 for the Company are as follows: | |||||||||||||
In thousands | December 28, | December 29, | |||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Accrued expenses and liabilities | $ | 8,686 | $ | 8,490 | |||||||||
Net operating loss carry-forwards | 1,233 | 2,059 | |||||||||||
Employee benefits | 9,622 | 7,594 | |||||||||||
Inventory cost capitalization | 6,359 | 7,633 | |||||||||||
Other assets | (925 | ) | 954 | ||||||||||
Other | 5,214 | 5,534 | |||||||||||
Gross deferred tax assets | 30,189 | 32,264 | |||||||||||
Less: Deferred tax valuation allowances | (750 | ) | (762 | ) | |||||||||
Net deferred tax assets | 29,439 | 31,502 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Depreciation and amortization of intangibles | (283,033 | ) | (299,262 | ) | |||||||||
Other | (1,263 | ) | (1,127 | ) | |||||||||
Gross deferred tax liabilities | (284,296 | ) | (300,389 | ) | |||||||||
Net deferred tax assets (liabilities) | $ | (254,857 | ) | $ | (268,887 | ) | |||||||
As part of the Merger, the Company generated substantial tax deductions relating to the exercise of stock options and payments made for transaction expenses. At December 28, 2013, the balance of this acquired non-current deferred tax asset is $5.9 million, which represents the anticipated tax benefits that the Company expects to achieve in future years from such deductions. The remaining 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 less existing tax deductible intangibles, 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. | |||||||||||||
Management regularly reviews the recoverability of deferred tax assets, and where appropriate, establishes a valuation allowance against them. The Company concluded that certain deferred tax assets related to certain capital losses do not meet the requirement of being more likely than not that they will be realized. As a result, the Company established a valuation allowance against them. | |||||||||||||
At December 28, 2013, the Company had $1.6 million of NOLs available for federal tax purposes as well as $14.2 million available for state tax purposes. The NOLs are available to offset taxable income in future years and expire between 2014 and 2029. The Company expects to utilize these NOLs prior to their expiration date. | |||||||||||||
At December 28, 2013, the Company had unrecognized tax benefits of $0.7 million, of which $0.4 million is included within accrued expenses and $0.3 million is included within other liabilities within the accompanying consolidated balance sheet. The total amount of unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate is $0.2 million as of December 28, 2013. In addition, $0.5 million related to temporary timing differences. | |||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | |||||||||||||
In thousands | December 28, | December 29, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Beginning balance | $ | 1,953 | $ | 1,815 | $ | 2,181 | |||||||
(Reductions) additions based on tax positions related to the current year, net | (688 | ) | 138 | (366 | ) | ||||||||
Settlements | — | — | — | ||||||||||
Reductions for lapse in statute of limitations | (559 | ) | — | — | |||||||||
Ending balance | $ | 706 | $ | 1,953 | $ | 1,815 | |||||||
During the next 12 months, management does not believe it is reasonably possible that there will be a significant change in the Company’s uncertain tax benefits. | |||||||||||||
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 2010 — 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. |
Stockholders_Equity
Stockholder's Equity | 12 Months Ended | |
Dec. 28, 2013 | ||
Stockholder's Equity | ' | |
15 | Stockholder’s Equity | |
See Note 18 regarding recent equity contribution received from TPG and certain co-investors. | ||
In connection with the Merger on May 28, 2010, TPG and certain co-investors contributed $675.4 million through the purchase of common stock in Holdings indirect parent company. In accordance with push-down accounting, the basis in these shares of common stock has been pushed down from the indirect parent company to Holdings and recorded in additional paid-in capital. Subsequent to May 28, 2010, certain members of Holdings management and certain board members purchased common stock in Holdings indirect parent company. At December 28, 2013 and December 29, 2012, these amounts totaled $8.7 million. Accordingly, the Company recorded the basis in these shares in additional paid-in capital. | ||
On November 30, 2012, TPG and certain co-investors contributed $60.0 million through the purchase of 50.0 million shares of common stock in Holdings indirect parent company. The proceeds from this equity contribution were used to fund a portion of the purchase price for the acquisition of TriCan. Accordingly, the Company recorded the basis in these shares in additional paid-in capital. See Note 3 for additional information on the TriCan acquisition. | ||
Common Stock | ||
The authorized share capital of Holdings is $10, consisting of 1,000 common shares, par value $0.01. At December 28, 2013, Accelerate Holdings Corp. owns 100% of Holdings issued and outstanding common stock. | ||
Accumulated Other Comprehensive Income (Loss) | ||
The Company maintains a deferred compensation plan for certain eligible employees, in which the obligation is funded through a Rabbi Trust. Unrealized gains and losses on Rabbi Trust assets are recorded net of tax in accumulated other comprehensive income (loss) and amounted to a gain of $0.2 and $0.1 million at December 28, 2013 and December 29, 2012, respectively. | ||
In addition, gains and losses resulting from the translation of foreign currency are recorded in accumulated other comprehensive income (loss) and amounted to a loss of $9.1 million and $0.3 million at December 28, 2013 and December 29, 2012, respectively. |
Related_Party_Transaction
Related Party Transaction | 12 Months Ended | |
Dec. 28, 2013 | ||
Related Party Transaction | ' | |
16 | Related Party Transaction: | |
Upon the closing of the Merger, the Company entered into a transaction and monitoring fee letter agreement with TPG pursuant to which the Company retained TPG to provide certain management, consulting, and financial services to the Company, when and as requested by the Company. The Company agreed to pay TPG a monitoring fee equal to 2.0% of adjusted earnings before interest, taxes, depreciation, amortization and other adjustments (“Adjusted EBITDA”). The monitoring fee is payable in quarterly installments in arrears at the end of each fiscal quarter. In the event of an initial public offering, sale of all or substantially all of the Company’s assets or a change of control transaction, TPG is entitled to receive, on its request and in lieu of any continuing payment of the monitoring fee, an aggregate termination fee of $12.5 million. For the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011, the Company recorded $5.8 million, $7.4 million and $4.6 million, respectively in expense related to the monitoring fee for fiscal years 2013, 2012 and 2011 which is included in selling, general and administrative expense in the accompanying consolidated statements of comprehensive income (loss). |
Geographic_Area_Information
Geographic Area Information | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Geographic Area Information | ' | ||||||||||||
17 | Geographic Area Information: | ||||||||||||
The following table presents net sales and long-lived assets by geographic area. Net sales by country were determined based on the location of the selling subsidiary. Long-lived assets consisted of property and equipment, net | |||||||||||||
Fiscal Year Ended | |||||||||||||
In thousands | December 28, | December 29, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Net sales to external customers: | |||||||||||||
United States | $ | 3,499,770 | 3,443,781 | 3,050,240 | |||||||||
Canada | 339,499 | 12,083 | — | ||||||||||
Total | $ | 3,839,269 | $ | 3,455,864 | $ | 3,050,240 | |||||||
Fiscal Year Ended | |||||||||||||
In thousands | December 28, | December 29, | |||||||||||
2013 | 2012 | ||||||||||||
Long-lived assets: | |||||||||||||
United States | $ | 141,055 | 128,724 | ||||||||||
Canada | 6,801 | 1,158 | |||||||||||
Total | $ | 147,856 | $ | 129,882 | |||||||||
Subsequent_Event
Subsequent Event | 12 Months Ended | |
Dec. 28, 2013 | ||
Subsequent Event | ' | |
18 | Subsequent Event: | |
Kipling Acquisition | ||
On January 17, 2014, TriCan entered into an Asset Purchase Agreement with Kipling Tire Co. LTD., a corporation governed by the laws of the Province of Ontario (“Kipling”), pursuant to which TriCan agreed to acquire the wholesale distribution business of Kipling. Kipling has operated as a retail-wholesale business since 1982. Kipling’s wholesale business distributes tires from its Etobicoke facilities to approximately 400 retail customers in Southern Ontario. Kipling’s retail operations were not acquired by TriCan and will continue to operate under its current ownership. This acquisition will further strengthen TriCan’s presence in the Southern Ontario region of Canada. The acquisition was completed on January 17, 2014 and was funded through the Company’s Canadian ABL Facility. The Company does not believe the acquisition of Kipling 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. | ||
Hercules Acquisition | ||
On January 24, 2014, ATD Merger Sub II LLC (“Buyer” or “Merger Sub”), an indirect wholly-owned subsidiary of Holdings and ATDI, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hercules Tire Holdings LLC, a Delaware limited liability company (“Hercules Holdings”), the equityholders of Hercules Holdings (each a “Seller” and, collectively, the “Sellers”) and the Sellers’ Representative, pursuant to which Merger Sub will be merged with and into Hercules Holdings (the “Merger”), with Hercules Holdings being the surviving entity and becoming an indirect wholly-owned subsidiary of Holdings. Hercules Holdings owns all of the capital stock of The Hercules Tire & Rubber Company, a Connecticut corporation (“Hercules”). Hercules is engaged in the business of purchasing, marketing, distributing and selling after-market replacement tires for passenger cars, trucks, and certain off road vehicles to tire dealers, wholesale distributors, retail distributors and other in the United States, Canada and internationally. | ||
The Merger was completed on January 31, 2014 for aggregate cash consideration of approximately $311.5 million (the “Hercules Closing Purchase Price”), plus up to $10.0 million in additional consideration contingent upon the occurrence of certain performance-related and other post-closing events (to the extent payable, the “Hercules Additional Purchase Price” and, collectively with the Hercules Closing Purchase Price, the “Hercules Purchase Price”). The Hercules Closing Purchase Price is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. | ||
The Hercules Closing Purchase Price was funded by a combination of the issuance of additional Senior Subordinated Notes, as more fully described below, an equity contribution of $50.0 million from Holdings’ indirect parent and borrowings under Holdings’ credit agreement, as more fully described below. The equity contribution was funded from proceeds of the sale by Accelerate Parent Corp., Holdings’ indirect parent, of 33.3 million shares of common stock to affiliates of TPG Capital L.P. and certain co-investors. | ||
The Merger will be recorded using the acquisition method of accounting in accordance with the accounting guidance for business combinations and non-controlling interest. As of the date of this Annual Report on Form 10-K, the information is not yet available to perform the preliminary purchase price allocation and prepare the supplemental pro forma disclosures. The disclosures and supplemental pro forma information required by ASC 805 — Business Combinations will be made when the information becomes available. | ||
Terry’s Tire Acquisition | ||
On February 17, 2014, ATDI entered into a Stock Purchase Agreement with TTT Holdings, Inc., a Delaware corporation (“Seller”) pursuant to which ATDI agreed to acquire from Seller all of the outstanding capital stock of Terry’s Tire Town Holdings, Inc., an Ohio corporation (“Terry’s Tire”). Terry’s Tire and its subsidiaries are engaged in the business of purchasing, marketing, distributing and selling tires, wheels and related tire and wheel accessories on a wholesale basis to tire dealers, wholesale distributors, retail chains, automotive dealers and others, retreading tires and selling retread and other commercial tires through commercial outlets to end users and selling tires directly to consumers via the internet. | ||
The consummation of the Terry’s Tire acquisition, which is subject to customary closing conditions (including expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), is expected to occur by the end of Holdings’ first quarter or early in the second quarter of 2014. The Stock Purchase Agreement provides for the payment of aggregate cash consideration of approximately $345.0 million, subject to certain customary pre-closing adjustments (the “Terry’s Tire Closing Purchase Price”), plus up to $20.0 million in additional consideration contingent upon the occurrence of certain post-closing events (to the extent payable, the “Terry’s Tire Additional Purchase Price” and, collectively with the Terry’s Tire Closing Purchase Price, the “Terry’s Tire Purchase Price.”) The Terry’s Tire Closing Purchase Price is subject to certain post-closing adjustments, including, but not limited to, working capital adjustments. The Terry’s Tire Purchase Price is expected to be funded by a combination of the issuance of additional debt (as described below) and other resources available to ATDI, including the existing credit agreement. In connection with the entry into the Stock Purchase Agreement, ATDI entered into a debt financing commitment letter (the “Debt Commitment Letter”) with Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, the “Lenders”) on February 17, 2014, pursuant to which the Lenders have committed to arrange and provide a $300.0 million senior secured term loan facility on the terms and subject to the conditions set forth in the Debt Commitment Letter. ATDI’s obligations under the Stock Purchase Agreement are not conditioned on receipt of financing. | ||
Amendment of Senior Subordinated Indenture | ||
On January 31, 2014, ATDI entered into the Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) with The Bank of New York Mellon Trust company, N.A., as trustee (the “Trustee”) and the guarantors party thereto (the “Guarantors”) to the Subordinated Notes Indenture, dated as of May 28, 2010, among ATDI, the guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Subordinated Indenture”) relating to the $200.0 million aggregate principal amount of 11.50% Senior Subordinated Notes due 2018 of ATDI initially issued on May 28, 2010 (the “Initial Subordinated Notes”). ATDI received consents from a 100% of the holders of the Initial Subordinated Notes and accepted such consents. The amendments included in the Sixth Supplemental Indenture provide for ATDI’s ability to incur additional senior debt under the Subordinated Indenture under certain circumstances. | ||
Subordinated Notes Offering | ||
In connection with the consummation of the Hercules Merger, on January 31, 2014, ATDI completed the sale to certain purchasers of $225.0 million in aggregate principal amount of its 11.50% Senior Subordinated Notes due 2018 (the “Additional Subordinated Notes”). The net proceeds to ATDI from the sale of the Additional Subordinated Notes was approximately $221.1 million. | ||
The Additional Subordinated Notes were issued pursuant to the Seventh Supplemental Indenture, dated as of January 31, 2014, among ATDI, the Guarantors and the Trustee (the “Seventh Supplemental Indenture”) to the Senior Subordinated Indenture. The Additional Subordinated Notes have identical terms to the Initial Subordinated Notes, except the Additional Subordinated Notes will accrue interest from January 31, 2014. The Additional Subordinated Notes and the Initial Subordinated Notes will be treated as a single class of securities for all purposes under the Subordinated Indenture. However, the Additional Subordinated Notes will be issued with separate CUSIP numbers from the Initial Subordinated Notes and will not be fungible for U.S. federal income tax purposes with the Initial Subordinated Notes. | ||
Interest on the Additional Subordinated Notes will be paid semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2014. The Additional Subordinated Notes will mature on June 1, 2018. The Additional 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 rate 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 on June 1, 2015 or thereafter. | ||
Credit Agreement Amendment | ||
Also in connection with the Hercules Merger, on January 31, 2014, Holdings entered into the Second Amendment to Sixth Amended and Restated Credit Agreement (the “Second Amendment”). The Second Amendment (1) increases the aggregate principal amount available under the Canadian ABL Facility from $100.0 million to $125.0 million, subject to the Canadian borrowing base, (2) increases the aggregate principal amount available under the U.S. first-in last-out facility (the “U.S. FILO Facility”) from $60.0 million to $80.0 million, subject to the borrowing base specific thereto as modified by the Second Amendment (3) extends the maturity date for the U.S. FILO Facility to 36 months from January 31, 2014, (4) increases the inventory advance rate under the U.S. FILO Facility borrowing base from 7.5% to 10.0% of net orderly liquidation value, and (5) provides the Canadian Borrowers under the agreement with a new first-in last-out facility (the “Canadian FILO Facility”) in an aggregate principal amount of up to $15.0 million, subject to a borrowing base specific thereto. The Canadian FILO borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of (i) 5% of eligible accounts receivable of the Canadian loan parties, as applicable; plus (ii) 10.0% of the net orderly liquidation value of the eligible tire and non-tire inventory of the Canadian loan parties, as applicable. The maturity date for the Canadian FILO Facility is the date that is 36 months from January 31, 2014. Hercules, and certain of its subsidiaries, was made a party to, and its equity interests were pledged as collateral under, the Sixth Amended and Restated Credit Agreement upon closing of the Merger. The Second Amendment also made certain other changes to the Sixth Amended and Restated Credit Agreement. The Second 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. Approximately $40.4 million, net of cash received in the Merger, was drawn under the U.S. ABL Facility to finance a portion of the Hercules Closing Purchase Price. Immediately following the closing of the Merger, $5.6 million was drawn on the Canadian FILO Facility with a corresponding decrease to the Canadian ABL Facility. |
Subsidiary_Guarantor_Financial
Subsidiary Guarantor Financial Information | 12 Months Ended | ||||||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||||||
Subsidiary Guarantor Financial Information | ' | ||||||||||||||||||||||||
19 | 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”; | ||||||||||||||||||||||||
• | 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: | |||||||||||||||||||||||||
Condensed Consolidating Balance Sheets as of December 28, 2013 and December 29, 2012 are as follows: | |||||||||||||||||||||||||
In thousands | As of December 28, 2013 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 21,712 | $ | — | $ | 14,048 | $ | — | $ | 35,760 | |||||||||||||
Accounts receivable, net | — | 265,573 | — | 40,309 | (635 | ) | 305,247 | ||||||||||||||||||
Inventories | — | 713,377 | — | 59,466 | (110 | ) | 772,733 | ||||||||||||||||||
Assets held for sale | — | 910 | — | — | — | 910 | |||||||||||||||||||
Income tax receivable | — | 369 | — | — | — | 369 | |||||||||||||||||||
Intercompany receivables | 45,052 | — | 60,188 | 12,086 | (117,326 | ) | — | ||||||||||||||||||
Other current assets | — | 24,495 | 4,877 | 6,031 | — | 35,403 | |||||||||||||||||||
Total current assets | 45,052 | 1,026,436 | 65,065 | 131,940 | (118,071 | ) | 1,150,422 | ||||||||||||||||||
Property and equipment, net | — | 140,554 | 343 | 6,959 | — | 147,856 | |||||||||||||||||||
Goodwill and other intangible assets, net | 418,592 | 662,464 | 1,450 | 135,121 | — | 1,217,627 | |||||||||||||||||||
Investment in subsidiaries | 229,330 | 202,325 | — | — | (431,655 | ) | — | ||||||||||||||||||
Other assets | — | 42,468 | 308 | 645 | — | 43,421 | |||||||||||||||||||
Total assets | $ | 692,974 | $ | 2,074,247 | $ | 67,166 | $ | 274,665 | $ | (549,726 | ) | $ | 2,559,326 | ||||||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | 526,664 | $ | 2,255 | $ | 35,407 | $ | (635 | ) | $ | 563,691 | ||||||||||||
Accrued expenses | — | 43,200 | 48 | 4,475 | — | 47,723 | |||||||||||||||||||
Current maturities of long-term debt | — | 558 | 6 | — | — | 564 | |||||||||||||||||||
Intercompany payables | — | 84,251 | 1,110 | 32,006 | (117,367 | ) | — | ||||||||||||||||||
Total current liabilities | — | 654,673 | 3,419 | 71,888 | (118,002 | ) | 611,978 | ||||||||||||||||||
Long-term debt | — | 930,012 | 3 | 36,421 | — | 966,436 | |||||||||||||||||||
Deferred income taxes | — | 246,897 | 587 | 23,092 | — | 270,576 | |||||||||||||||||||
Other liabilities | — | 13,266 | 18 | 4,078 | — | 17,362 | |||||||||||||||||||
Stockholder’s equity: | |||||||||||||||||||||||||
Intercompany investment | — | 280,622 | 64,935 | 166,041 | (511,598 | ) | — | ||||||||||||||||||
Common stock | — | — | — | — | — | — | |||||||||||||||||||
Additional paid-in capital | 758,972 | 14,706 | — | — | (14,706 | ) | 758,972 | ||||||||||||||||||
Accumulated earnings (deficit) | (56,898 | ) | (56,829 | ) | (1,796 | ) | (17,381 | ) | 76,006 | (56,898 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (9,100 | ) | (9,100 | ) | — | (9,474 | ) | 18,574 | (9,100 | ) | |||||||||||||||
Total stockholder’s equity | 692,974 | 229,399 | 63,139 | 139,186 | (431,724 | ) | 692,974 | ||||||||||||||||||
Total liabilities and stockholder’s equity | $ | 692,974 | $ | 2,074,247 | $ | 67,166 | $ | 274,665 | $ | (549,726 | ) | $ | 2,559,326 | ||||||||||||
In thousands | As of December 29, 2012 | ||||||||||||||||||||||||
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 | |||||||||||||||||||
Stockholder’s 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 stockholder’s equity | 705,654 | 242,010 | 63,642 | 82,973 | (388,625 | ) | 705,654 | ||||||||||||||||||
Total liabilities and stockholder’s equity | $ | 705,654 | $ | 2,056,866 | $ | 67,961 | $ | 159,085 | $ | (485,564 | ) | $ | 2,504,002 | ||||||||||||
Condensed Consolidating Statements of Comprehensive Income (Loss) for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 are as follows: | |||||||||||||||||||||||||
In thousands | For the Fiscal Year Ended December 28, 2013 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 3,496,781 | $ | 3 | $ | 343,886 | $ | (1,401 | ) | $ | 3,839,269 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 2,907,138 | — | 282,562 | (1,291 | ) | 3,188,409 | ||||||||||||||||||
Selling, general and administrative expenses | — | 512,047 | 770 | 62,170 | — | 574,987 | |||||||||||||||||||
Transaction expenses | — | 5,377 | — | 1,342 | — | 6,719 | |||||||||||||||||||
Operating income (loss) | — | 72,219 | (767 | ) | (2,188 | ) | (110 | ) | 69,154 | ||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (72,456 | ) | (33 | ) | (1,795 | ) | — | (74,284 | ) | |||||||||||||||
Other, net | — | (3,797 | ) | 2 | (1,377 | ) | — | (5,172 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (6,357 | ) | (3,747 | ) | — | — | 10,104 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (6,357 | ) | (7,781 | ) | (798 | ) | (5,360 | ) | 9,994 | (10,302 | ) | ||||||||||||||
Income tax provision (benefit) | — | (1,493 | ) | (295 | ) | (2,116 | ) | (41 | ) | (3,945 | ) | ||||||||||||||
Net income (loss) | $ | (6,357 | ) | $ | (6,288 | ) | $ | (503 | ) | $ | (3,244 | ) | $ | 10,035 | $ | (6,357 | ) | ||||||||
Comprehensive income (loss) | $ | (15,314 | ) | $ | (15,245 | ) | $ | (503 | ) | $ | (12,375 | ) | $ | 28,123 | $ | (15,314 | ) | ||||||||
In thousands | For the Fiscal Year Ended December 29, 2012 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 3,445,419 | $ | — | $ | 10,445 | $ | — | $ | 3,455,864 | |||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 2,873,576 | — | 13,845 | — | 2,887,421 | |||||||||||||||||||
Selling, general and administrative expenses | — | 493,898 | 994 | 11,516 | — | 506,408 | |||||||||||||||||||
Transaction expenses | — | 5,246 | — | — | — | 5,246 | |||||||||||||||||||
Operating income (loss) | — | 72,699 | (994 | ) | (14,916 | ) | — | 56,789 | |||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (72,857 | ) | — | (61 | ) | — | (72,918 | ) | ||||||||||||||||
Other, net | — | (3,871 | ) | 6 | (30 | ) | — | (3,895 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (14,346 | ) | (11,293 | ) | — | — | 25,639 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (14,346 | ) | (15,322 | ) | (988 | ) | (15,007 | ) | 25,639 | (20,024 | ) | ||||||||||||||
Income tax provision (benefit) | — | (976 | ) | (304 | ) | (4,398 | ) | — | (5,678 | ) | |||||||||||||||
Net income (loss) | $ | (14,346 | ) | $ | (14,346 | ) | $ | (684 | ) | $ | (10,609 | ) | $ | 25,639 | $ | (14,346 | ) | ||||||||
Comprehensive income (loss) | $ | (14,552 | ) | $ | (14,552 | ) | $ | (684 | ) | $ | (10,609 | ) | $ | 25,845 | $ | (14,552 | ) | ||||||||
In thousands | For the Fiscal Year Ended December 31, 2011 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 3,052,718 | $ | 488 | $ | (2,966 | ) | $ | — | $ | 3,050,240 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 2,534,697 | 282 | 41 | — | 2,535,020 | |||||||||||||||||||
Selling, general and administrative expenses | — | 430,095 | 906 | 6,109 | — | 437,110 | |||||||||||||||||||
Transaction expenses | — | 3,946 | — | — | — | 3,946 | |||||||||||||||||||
Operating income (loss) | — | 83,980 | (700 | ) | (9,116 | ) | — | 74,164 | |||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (67,580 | ) | — | — | — | (67,580 | ) | |||||||||||||||||
Other, net | — | (2,109 | ) | (1 | ) | — | — | (2,110 | ) | ||||||||||||||||
Equity earnings of subsidiaries | 117 | (255 | ) | — | — | 138 | — | ||||||||||||||||||
Income (loss) from operations before income taxes | 117 | 14,036 | (701 | ) | (9,116 | ) | 138 | 4,474 | |||||||||||||||||
Income tax provision (benefit) | — | 13,919 | (683 | ) | (8,879 | ) | — | 4,357 | |||||||||||||||||
Net income (loss) | $ | 117 | $ | 117 | $ | (18 | ) | $ | (237 | ) | $ | 138 | $ | 117 | |||||||||||
Comprehensive income (loss) | $ | (41 | ) | $ | (41 | ) | $ | (18 | ) | $ | (237 | ) | $ | 296 | $ | (41 | ) | ||||||||
Condensed Consolidating Statements of Cash Flows for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 are as follows: | |||||||||||||||||||||||||
In thousands | For the Fiscal Year Ended December 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 | $ | — | $ | 51,644 | $ | 2 | $ | 58,085 | $ | — | $ | 109,731 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (2,404 | ) | — | (74,613 | ) | — | (77,017 | ) | ||||||||||||||||
Purchase of property and equipment | — | (41,340 | ) | — | (5,787 | ) | — | (47,127 | ) | ||||||||||||||||
Purchase of assets held for sale | — | (2,239 | ) | — | — | — | (2,239 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 136 | 4 | 57 | — | 197 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 7,751 | — | — | — | 7,751 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (38,096 | ) | 4 | (80,343 | ) | — | (118,435 | ) | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 2,863,844 | — | 109,740 | — | 2,973,584 | |||||||||||||||||||
Repayments of revolving credit facility | — | (2,873,531 | ) | — | (82,045 | ) | — | (2,955,576 | ) | ||||||||||||||||
Outstanding checks | — | 6,599 | — | — | — | 6,599 | |||||||||||||||||||
Payments of other long-term debt | — | (497 | ) | (6 | ) | — | — | (503 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (597 | ) | — | (509 | ) | — | (1,106 | ) | ||||||||||||||||
Net cash provided by (used in) financing activities | — | (4,182 | ) | (6 | ) | 27,186 | — | 22,998 | |||||||||||||||||
Effect of exchange rate changes on cash | — | — | — | (4,485 | ) | — | (4,485 | ) | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | 9,366 | — | 443 | — | 9,809 | |||||||||||||||||||
Cash and cash equivalents - beginning of period | — | 12,346 | — | 13,605 | — | 25,951 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 21,712 | $ | — | $ | 14,048 | $ | — | $ | 35,760 | |||||||||||||
In thousands | For the Fiscal Year Ended December 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 | $ | (60,000 | ) | $ | 69,243 | $ | 16 | $ | 767 | $ | — | $ | 10,026 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (116,678 | ) | — | 1,344 | — | (115,334 | ) | |||||||||||||||||
Purchase of property and equipment | — | (52,388 | ) | — | — | — | (52,388 | ) | |||||||||||||||||
Purchase of assets held for sale | — | (3,939 | ) | — | — | — | (3,939 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 96 | — | 6 | — | 102 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 3,738 | — | — | — | 3,738 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (169,171 | ) | — | 1,350 | — | (167,821 | ) | |||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 3,322,159 | — | 11,483 | — | 3,333,642 | |||||||||||||||||||
Repayments of revolving credit facility | — | (3,216,797 | ) | — | (501 | ) | — | (3,217,298 | ) | ||||||||||||||||
Outstanding checks | — | (1,754 | ) | — | — | — | (1,754 | ) | |||||||||||||||||
Payments of other long-term debt | — | (1,971 | ) | (16 | ) | — | — | (1,987 | ) | ||||||||||||||||
Equity contribution from TPG | 60,000 | — | — | — | — | 60,000 | |||||||||||||||||||
Payments of deferred financing costs | — | (3,481 | ) | — | (298 | ) | — | (3,779 | ) | ||||||||||||||||
Net cash provided by (used in) financing activities | 60,000 | 98,156 | (16 | ) | 10,684 | — | 168,824 | ||||||||||||||||||
Effect of exchange rate changes on cash | — | — | — | (57 | ) | — | (57 | ) | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | (1,772 | ) | — | 12,744 | — | 10,972 | ||||||||||||||||||
Cash and cash equivalents - beginning of period | — | 14,118 | — | 861 | — | 14,979 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 12,346 | $ | — | $ | 13,605 | $ | — | $ | 25,951 | |||||||||||||
In thousands | For the Fiscal Year Ended December 31, 2011 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net cash provided by (used in) operations | $ | — | $ | (91,233 | ) | $ | (99 | ) | $ | 326 | $ | — | $ | (91,006 | ) | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (59,694 | ) | — | — | — | (59,694 | ) | |||||||||||||||||
Purchase of property and equipment | — | (31,044 | ) | — | — | — | (31,044 | ) | |||||||||||||||||
Purchase of assets held for sale | — | (2,975 | ) | (18 | ) | — | — | (2,993 | ) | ||||||||||||||||
Proceeds from sale of property and equipment | — | 72 | 7 | — | — | 79 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 1,403 | — | — | — | 1,403 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (92,238 | ) | (11 | ) | — | — | (92,249 | ) | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 2,760,364 | — | — | — | 2,760,364 | |||||||||||||||||||
Repayments of revolving credit facility | — | (2,577,380 | ) | — | — | — | (2,577,380 | ) | |||||||||||||||||
Outstanding checks | — | 9,981 | — | — | — | 9,981 | |||||||||||||||||||
Payments of other long-term debt | — | (800 | ) | (22 | ) | — | — | (822 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (5,880 | ) | — | — | — | (5,880 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities | — | 186,285 | (22 | ) | — | — | 186,263 | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | 2,814 | (132 | ) | 326 | — | 3,008 | ||||||||||||||||||
Cash and cash equivalents - beginning of period | — | 11,304 | 132 | 535 | — | 11,971 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 14,118 | $ | — | $ | 861 | $ | — | $ | 14,979 | |||||||||||||
SCHEDULE_IIVALUATION_AND_QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | ||||||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||||||
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS | ' | ||||||||||||||||||||||||
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||||||||||
For the Fiscal Years ended December 28, 2013, December 29, 2012 and December 31, 2011 | |||||||||||||||||||||||||
Additions | |||||||||||||||||||||||||
In thousands | Balance | Charged to | Charged | Deductions | Currency | Balance | |||||||||||||||||||
Beginning | Costs | to Other | Translation | End of Year | |||||||||||||||||||||
of Year | and Expenses | Accounts | |||||||||||||||||||||||
2013 | |||||||||||||||||||||||||
Allowance for doubtful accounts | $ | 950 | $ | 1,795 | $ | — | $ | (491 | )(1) | $ | (85 | ) | $ | 2,169 | |||||||||||
Acquisition exit cost reserves (2) | 1,839 | 636 | — | (1,094 | ) | (171 | ) | 1,210 | |||||||||||||||||
Inventory reserves | 410 | 611 | — | (616 | ) | (262 | ) | 143 | |||||||||||||||||
Sales returns and allowances | 2,167 | 1,485 | — | (753 | ) | (55 | ) | 2,844 | |||||||||||||||||
Valuation allowance on deferred tax assets | 762 | — | — | (12 | ) | — | 750 | ||||||||||||||||||
2012 | |||||||||||||||||||||||||
Allowance for doubtful accounts | $ | 696 | $ | 1,996 | $ | — | $ | (1,740 | )(1) | $ | (2 | ) | $ | 950 | |||||||||||
Acquisition exit cost reserves (2) | 3,865 | 528 | — | (2,549 | ) | (5 | ) | 1,839 | |||||||||||||||||
Inventory reserves | 514 | 419 | — | (502 | ) | (21 | ) | 410 | |||||||||||||||||
Sales returns and allowances | 1,982 | 2,224 | — | (2,036 | ) | (3 | ) | 2,167 | |||||||||||||||||
Valuation allowance on deferred tax assets | 840 | — | — | (78 | ) | — | 762 | ||||||||||||||||||
2011 | |||||||||||||||||||||||||
Allowance for doubtful accounts | $ | 340 | $ | 1,911 | $ | — | $ | (1,555 | )(1) | $ | — | $ | 696 | ||||||||||||
Acquisition exit cost reserves (2) | 6,975 | (498 | ) | — | (2,612 | ) | — | 3,865 | |||||||||||||||||
Inventory reserves | 192 | 480 | — | (158 | ) | — | 514 | ||||||||||||||||||
Sales returns and allowances | 29 | 2,996 | — | (1,043 | ) | — | 1,982 | ||||||||||||||||||
Valuation allowance on deferred tax assets | 596 | 244 | — | — | — | 840 | |||||||||||||||||||
-1 | Accounts written off during the year, net of recoveries. | ||||||||||||||||||||||||
-2 | Amounts represent facilities closing cost of acquired distribution centers due to existing distribution centers being located in close proximity to the acquired distribution facilities. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||
Dec. 28, 2013 | |||||
Basis of Preparation | ' | ||||
Basis of Preparation | |||||
The accompanying 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 consolidated financial statements contain all adjustments, which include normal recurring adjustments, necessary to present fairly the consolidated results for the periods presented. Certain changes in classification of amounts reported in prior years have been made to conform to the 2013 classification. | |||||
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. (“TPG” or the “Sponsor”) and certain co-investors (the “Merger”). Under the guidance provided by the Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Topic 5J, “New Basis of Accounting Required in Certain Circumstances,” push-down accounting is required when such transactions result in an entity becoming substantially wholly-owned. Under push-down accounting, certain transactions incurred by the buyer, which would otherwise be accounted for in the accounts of the parent, are “pushed down” and recorded on the financial statements of the subsidiary. Therefore, the basis in shares of the Company’s common stock has been pushed down from the buyer to the Company. | |||||
Principles of Consolidation | ' | ||||
Principles of Consolidation | |||||
The accompanying consolidated financial statements include the accounts of Holdings and its 100% owned subsidiaries. Partially-owned investments are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||
Use of Estimates | ' | ||||
Use of Estimates | |||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are based on several factors including the facts and circumstances available at the time the estimates are made, historical experience, risk of loss, general economic conditions and trends, and the assessment of the probable future outcome. Estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the statement of comprehensive income (loss) in the period that they are determined. | |||||
Foreign currency translation | ' | ||||
Foreign currency translation | |||||
All foreign currency denominated balance sheet accounts are translated at year end exchange rates and revenue and expense accounts are translated at weighted average rates of exchange prevailing during the year. Gains and losses resulting from the translation of foreign currency are recorded in the accumulated other comprehensive income (loss) component of stockholder’s equity. Transactional foreign currency gains and losses are included in other expense, net in the accompanying consolidated statements of comprehensive income (loss). | |||||
Cash and Cash Equivalents | ' | ||||
Cash and Cash Equivalents | |||||
The Company considers all deposits with an original maturity of three months or less to be cash equivalents in its consolidated financial statements. Outstanding checks are presented as a financing activity in the statement of cash flows because they are funded by drawing on the revolving credit facility as they are presented for payment. | |||||
Allowance for Doubtful Accounts | ' | ||||
Allowance for Doubtful Accounts | |||||
The allowance for doubtful accounts represents the best estimate of probable loss inherent within the Company’s accounts receivable balance. Estimates are based upon both the creditworthiness of specific customers and the overall probability of losses based upon an analysis of the overall aging of receivables as well as past collection trends and general economic conditions. | |||||
Inventories | ' | ||||
Inventories | |||||
Inventories are stated at the lower of cost, determined on the first-in, first-out (“FIFO”) method, or fair market value and consist primarily of automotive tires, custom wheels, and related tire supply and tool products. 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. | |||||
Property and Equipment | ' | ||||
Property and Equipment | |||||
Property and equipment are stated at cost, less accumulated depreciation. For financial reporting purposes, assets placed in service are recorded at cost and depreciated using the straight-line method at annual rates sufficient to amortize the cost of the assets less estimated salvage values over the assets’ estimated useful lives. Leasehold improvements are amortized over the shorter of their economic useful life or the related lease term. The range of useful lives used to depreciate property and equipment is as follows: | |||||
Buildings | 25 to 31 years | ||||
Leasehold improvements | 2 to 10 years | ||||
Machinery and equipment | 2 to 10 years | ||||
Furniture and fixtures | 3 to 8 years | ||||
Internal use software | 1 to 5 years | ||||
Vehicles and other | 3 to 6 years | ||||
Major expenditures for replacements and significant improvements that increase asset values and extend useful lives are capitalized. Repairs and maintenance expenditures that do not extend the useful life of the asset are charged to expense as incurred. The carrying amounts of assets that are sold or retired and the related accumulated depreciation are removed from the accounts in the year of disposal, and any resulting gain or loss is reflected in the statement of comprehensive income (loss). | |||||
The Company capitalizes costs, including interest, incurred to develop or acquire internal-use software. These costs are capitalized subsequent to the preliminary project stage once specific criteria are met. Costs incurred in the preliminary project planning stage are expensed. Other costs, such as maintenance and training, are also expensed as incurred. Capitalized costs are amortized over their estimated useful lives using the straight-line method. | |||||
The Company assesses the recoverability of the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If the undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds the fair value of the assets. | |||||
Goodwill and Intangible Assets | ' | ||||
Goodwill and Intangible Assets | |||||
Goodwill and intangible assets with indefinite useful lives 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. | |||||
Recoverability of goodwill is measured at the reporting unit level and determined using a two step process. The first step compares the carrying amount of the reporting unit to its estimated fair value. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. To the extent that the carrying value of the reporting unit exceeds its estimated fair value, a second step is performed, wherein the reporting unit’s carrying value of goodwill is compared to the implied fair value of goodwill. To the extent that the carrying value exceeds the implied fair value, impairment exists and must be recognized. | |||||
Recoverability of other indefinite-lived intangible assets is measured by a comparison of the carrying amount of the intangible assets to the estimated fair value of the respective intangible assets. Any excess of the carrying value over the estimated fair value is recognized as an impairment loss equal to that excess. | |||||
Intangible assets such as customer-related intangible assets and noncompete agreements with finite useful lives are amortized on a straight-line or accelerated basis over their estimated economic lives. The weighted-average useful lives approximate the following: | |||||
Customer list | 16 to 19 years | ||||
Tradenames | 1 to 7 years | ||||
Noncompete agreements | 1 to 5 years | ||||
Favorable leases | 4 to 6 years | ||||
The Company assesses the recoverability of the carrying value of its intangible assets with finite useful lives whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If the undiscounted cash flows are less than the carrying amount of the asset, an impairment loss is recognized for the amount by which the carrying value of the asset exceeds the fair value of the assets. | |||||
Deferred Financing Costs | ' | ||||
Deferred Financing Costs | |||||
Deferred financing costs are expenditures associated with obtaining financings that are capitalized in the consolidated balance sheets and amortized over the term of the loans to which such costs relate. Amounts capitalized are recorded within other assets in the consolidated balance sheets and amortized to interest expense in the consolidated statements of comprehensive income (loss). At December 28, 2013, the unamortized balance of deferred financing costs was $16.3 million, which includes $1.1 million incurred to increase the borrowing capacity of the Company’s Canadian ABL Facility and FILO Facility during fiscal 2013 (See Note 9 for additional information). At December 29, 2012, the unamortized balance of deferred financing costs was $19.7 million. Amortization for fiscal 2013, fiscal 2012 and fiscal 2011 was $4.5 million, $7.5 million and $4.8 million, respectively. Amortization for fiscal 2012 included $2.8 million related to the write-off of deferred financing costs associated with a lender that is not participating in the new syndication group. | |||||
Derivative Instruments and Hedging Activities | ' | ||||
Derivative Instruments and Hedging Activities | |||||
For derivative instruments, the Company applies FASB authoritative guidance which establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. This statement requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met and that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment. | |||||
Self Insurance | ' | ||||
Self Insurance | |||||
The Company is self-insured with respect to employee health liability claims and maintains a large deductible program on both workers’ compensation and auto insurance. The Company has stop-loss insurance coverage for individual claims in excess of $0.3 million for employee health insurance and deductibles of $0.3 million on the workers’ compensation and auto on a per claim basis. Aggregate stop-loss limits for workers’ compensation and auto are $9.0 million. There is no aggregate stop-loss limit on employee health insurance. A reserve for liabilities associated with losses is established for claims filed and claims incurred but not yet reported using actuarial methods followed in the insurance industry as well as the Company’s historical claims experience. | |||||
Revenue Recognition | ' | ||||
Revenue Recognition | |||||
Revenue is recognized and earned when all of the following criteria are satisfied: (a) persuasive evidence of a sales arrangement exists; (b) price is fixed or determinable; (c) collectability is reasonably assured; and (d) delivery has occurred or service has been rendered. The Company recognizes revenue when the title and the risks and rewards of ownership have substantially transferred to the customer, which is upon delivery under free on board (“FOB”) destination terms. The Company permits customers from time to time to return certain products, but there is no contractual right of return. The Company continuously monitors and tracks such returns and records an estimate of such future returns, which is based on historical experience and recent trends. | |||||
In the normal course of business, the Company extends credit, on open accounts, to its customers after performing a credit analysis based on a number of financial and other criteria. The Company performs ongoing credit evaluations of its customers’ financial condition and does not normally require collateral; however, letters of credit and other security are occasionally required for certain new and existing customers. | |||||
Customer Rebates | ' | ||||
Customer Rebates | |||||
The Company offers rebates to its customers under a number of different programs. These rebates are recorded in accordance with the accounting standards for consideration given by a vendor to a customer. The majority of these programs provide for the customer to receive rebates, generally in the form of a reduction in the related accounts receivable balance, when certain measures are achieved, generally related to the volume of product purchased from the Company. These rebates are recorded as a reduction of the related price of the product, which reduces the amount of revenue recorded. Throughout the year, the amount of rebates is estimated based on the expected level of purchases to be made by customers that participate in the rebate programs. These estimates are periodically revised to reflect rebates earned by customers based on actual purchases made. | |||||
Manufacturer Rebates | ' | ||||
Manufacturer Rebates | |||||
The Company receives rebates from its vendors under a number of different programs. These rebates are recorded in accordance with the accounting standards for cash consideration received from a vendor. Many of the vendor programs provide for the Company to receive rebates when any of a number of measures are achieved, generally related to the volume of purchases. These rebates are accounted for as a reduction to the price of the product, which reduces the carrying value of our inventory, and our cost of goods sold when product is sold. Throughout the year, the amount recognized for annual rebates is based on purchases management considers probable for the full year. These estimates are continually revised to reflect rebates earned based on actual purchase levels. | |||||
Cooperative Advertising and Marketing Programs | ' | ||||
Cooperative Advertising and Marketing Programs | |||||
The Company participates in cooperative advertising and marketing programs (“co-op”) with its vendors. Co-op funds are provided to the Company generally based on the volume of purchases made with vendors that offer such programs. A portion of the funds received must be used for specific advertising and marketing expenditures incurred by the Company or its customers. The co-op funds received by the Company from its vendors are accounted for in accordance with the accounting standards related to accounting for cash consideration received from a vendor, which requires that the Company record the funds received as a reduction of cost of sales or as an offset to specific costs incurred in selling the vendor’s products. The co-op funds that are provided to the Company’s customers are accounted for in accordance with authoritative guidance related to accounting for cash consideration given by a vendor to a customer, which requires that the Company record the funds paid as a reduction of revenue since no separate identifiable benefit is received by the Company. | |||||
Shipping and Handling Fees and Costs | ' | ||||
Shipping and Handling Fees and Costs | |||||
In accordance with current accounting standards, the Company determined that shipping fees shall be reported on a gross basis. As a result, all amounts billed to a customer in a sale transaction related to shipping fees represent revenues earned for the goods provided and therefore recorded within net sales in the consolidated statement of comprehensive income (loss). Handling costs include expenses incurred to store, move, and prepare products for shipment. The Company classifies these costs as selling, general and administrative expenses within the consolidated statement of comprehensive income (loss), and includes a portion of internal costs such as salaries and overhead related to these activities. For fiscal 2013, 2012 and 2011, the Company incurred $213.8 million, $171.1 million and $140.8 million, respectively, related to these expenses. | |||||
Income Taxes | ' | ||||
Income Taxes | |||||
The Company records a tax provision for the anticipated tax consequences of the reported results of operations. The provision is computed using the asset and liability method of accounting, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In addition, the Company recognizes future tax benefits, such as net operating losses and tax credits, to the extent that realizing these benefits is considered in its judgment to be more likely than not. Deferred tax assets and liabilities are measured using currently enacted tax rates that apply to taxable income in effect for the years in which those tax items are expected to be realized or settled. The Company regularly reviews the recoverability of its deferred tax assets considering historic profitability, projected future taxable income, and timing of the reversals of existing temporary differences as well as the feasibility of our tax planning strategies. Where appropriate, a valuation allowance is recorded if available evidence suggests that it is more likely than not that some portion or all of a deferred tax asset will not be realized. Changes to valuation allowances are recognized in earnings in the period such determination is made. | |||||
The Company accounts for uncertain tax positions by recognizing the financial statement effects of a tax position only when, based upon the technical merits, it is more-likely-than-not that the position will be sustained upon examination. The tax impacts recognized in the financial statements from such positions are then measured based on the largest impact that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes potential accrued interest and penalties associated with unrecognized tax positions as a component of the provision for income taxes. | |||||
Recent Accounting Pronouncements | ' | ||||
Recent Accounting Pronouncements | |||||
In July 2012, the FASB issued Accounting Standards Update (“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 its 2013 fiscal year); however, the Company performed its annual impairment test in the fourth quarter of 2013. | |||||
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 requires 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 Exits.” 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 its consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||
Dec. 28, 2013 | |||||
Range of Useful Lives used to Depreciate Property and Equipment | ' | ||||
The range of useful lives used to depreciate property and equipment is as follows: | |||||
Buildings | 25 to 31 years | ||||
Leasehold improvements | 2 to 10 years | ||||
Machinery and equipment | 2 to 10 years | ||||
Furniture and fixtures | 3 to 8 years | ||||
Internal use software | 1 to 5 years | ||||
Vehicles and other | 3 to 6 years | ||||
Weighted-Average Useful Lives of Intangible Assets | ' | ||||
The weighted-average useful lives approximate the following: | |||||
Customer list | 16 to 19 years | ||||
Tradenames | 1 to 7 years | ||||
Noncompete agreements | 1 to 5 years | ||||
Favorable leases | 4 to 6 years |
Acquisitions_Tables
Acquisitions: (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Unaudited Pro Forma Supplementary Data Related to TriCan and RTD Acquisition | ' | ||||||||||||
The following unaudited pro forma supplementary data for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 gives effect to the acquisition of RTD as if it had occurred on January 1, 2012 (the first day of the Company’s 2012 fiscal year) and gives effect to the acquisition of TriCan as if it had occurred on January 2, 2011 (the first day of the Company’s 2011 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 and does not project the Company’s results of operations for any future date. | |||||||||||||
Pro Forma | |||||||||||||
In thousands | Fiscal Year | Fiscal Year | Fiscal Year | ||||||||||
Ended | Ended | Ended | |||||||||||
December 28, | December 29, | December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||||
Net sales | $ | 3,873,469 | $ | 3,767,037 | $ | 3,234,331 | |||||||
Net income (loss) | (9,007 | ) | (9,289 | ) | 5,596 | ||||||||
Regional Tire Holdings Inc. | ' | ||||||||||||
Allocation of Purchase Price | ' | ||||||||||||
The allocation of the Adjusted Purchase Price is a 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 and consisted of the followings: | |||||||||||||
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 | |||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Major Classes of Property and Equipment | ' | ||||||||
The following table represents the major classes of property and equipment at December 28, 2013 and December 29, 2012: | |||||||||
In thousands | December 28, | December 29, | |||||||
2013 | 2012 | ||||||||
Land | $ | 1,665 | $ | 2,108 | |||||
Buildings and leasehold improvements | 22,811 | 21,554 | |||||||
Machinery and equipment | 27,515 | 21,745 | |||||||
Furniture and fixtures | 46,459 | 39,863 | |||||||
Software | 117,607 | 88,021 | |||||||
Vehicles and other | 3,111 | 3,649 | |||||||
Total property and equipment | 219,168 | 176,940 | |||||||
Less - Accumulated depreciation | (71,312 | ) | (47,058 | ) | |||||
Property and equipment, net | $ | 147,856 | $ | 129,882 | |||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||
The changes in the carrying amount of goodwill are as follows: | |||||||||
In thousands | December 28, | December 29, | |||||||
2013 | 2012 | ||||||||
Beginning balance | $ | 483,143 | $ | 446,787 | |||||
Purchase accounting adjustments | (1,349 | ) | — | ||||||
Acquisitions | 25,408 | 36,457 | |||||||
Currency translation | (2,869 | ) | (101 | ) | |||||
Ending balance | $ | 504,333 | $ | 483,143 | |||||
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 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 December 28, 2013 and December 29, 2012: | |||||||||||||||||
December 28, 2013 | December 29, 2012 | ||||||||||||||||
In thousands | Gross | Accumulated | Gross | Accumulated | |||||||||||||
Amount | Amortization | Amount | Amortization | ||||||||||||||
Customer lists | $ | 677,062 | $ | 226,614 | $ | 632,589 | $ | 156,249 | |||||||||
Noncompete agreements | 12,007 | 6,400 | 7,898 | 2,841 | |||||||||||||
Favorable leases | 688 | 119 | 360 | 5 | |||||||||||||
Tradenames | 10,531 | 3,754 | 9,043 | 1,990 | |||||||||||||
Total finite-lived intangible assets | 700,288 | 236,887 | 649,890 | 161,085 | |||||||||||||
Tradenames (indefinite-lived) | 249,893 | — | 249,893 | — | |||||||||||||
Total intangible assets | $ | 950,181 | $ | 236,887 | $ | 899,783 | $ | 161,085 | |||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 12 Months Ended | ||||||||
Dec. 28, 2013 | |||||||||
Long-Term Debt | ' | ||||||||
The following table presents the Company’s long-term debt at December 28, 2013 and at December 29, 2012: | |||||||||
In thousands | December 28, | December 29, | |||||||
2013 | 2012 | ||||||||
U.S. ABL Facility | $ | 417,066 | $ | 478,616 | |||||
Canadian ABL Facility | 36,424 | 10,976 | |||||||
FILO Facility | 51,863 | — | |||||||
Senior Subordinated Notes | 200,000 | 200,000 | |||||||
Senior Secured Notes | 248,219 | 247,802 | |||||||
Capital lease obligations | 12,330 | 12,469 | |||||||
Other | 1,098 | 1,341 | |||||||
Total debt | 967,000 | 951,204 | |||||||
Less - Current maturities | (564 | ) | (493 | ) | |||||
Long-term debt | $ | 966,436 | $ | 950,711 | |||||
Aggregate Maturities of Long-Term Debt | ' | ||||||||
Aggregate maturities of long-term debt at December 28, 2013, are as follows: | |||||||||
In thousands | |||||||||
2014 | $ | 564 | |||||||
2015 | 507 | ||||||||
2016 | 554 | ||||||||
2017 | 754,183 | ||||||||
2018 | 200,595 | ||||||||
Thereafter | 10,597 | ||||||||
Total | $ | 967,000 | |||||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 12 Months Ended | ||||||||||||||
Dec. 28, 2013 | |||||||||||||||
Fair Values of Derivative Instruments Included within Consolidated Balance Sheets | ' | ||||||||||||||
The following table presents the fair values of the Company’s derivative instruments included within the consolidated balance sheets as of December 28, 2013 and December 29, 2012: | |||||||||||||||
Liability Derivatives | |||||||||||||||
In thousands | Balance Sheet | December 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 | 792 | 1,314 | ||||||||||||
3Q 2012 swaps - $100 million notional | Accrued expenses | 280 | 750 | ||||||||||||
3Q 2013 swaps - $200 million notional | Accrued expenses | 1,880 | — | ||||||||||||
Total | $ | 2,952 | $ | 2,213 | |||||||||||
Pre-Tax Effect of Derivative Instruments on Consolidated Statement of Comprehensive Income (Loss) | ' | ||||||||||||||
The pre-tax effect of the Company’s derivative instruments on the consolidated statement of comprehensive income (loss) was as follows: | |||||||||||||||
(Gain) Loss Recognized | |||||||||||||||
In thousands | Location of | Fiscal Year | Fiscal Year | Fiscal Year | |||||||||||
(Gain) Loss | Ended | Ended | Ended | ||||||||||||
Recognized | December 28, | December 29, | December 31, | ||||||||||||
2013 | 2012 | 2011 | |||||||||||||
Derivatives not designated as hedges: | |||||||||||||||
1Q 2011 swap - $50 million notional | Interest Expense | $ | (149 | ) | $ | (154 | ) | $ | 303 | ||||||
1Q 2011 swap - $25 million notional | Interest Expense | — | (12 | ) | 12 | ||||||||||
3Q 2011 swaps - $100 million notional | Interest Expense | (522 | ) | 764 | 551 | ||||||||||
3Q 2012 swaps - $100 million notional | Interest Expense | (470 | ) | 750 | — | ||||||||||
3Q 2013 swaps - $200 million notional | Interest Expense | 1,880 | — | — | |||||||||||
Total | $ | 739 | $ | 1,348 | $ | 866 | |||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 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 December 28, 2013: | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
In thousands | Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Assets: | |||||||||||||||||
Benefit trust assets | $ | 3,412 | $ | 3,412 | $ | — | $ | — | |||||||||
Total | $ | 3,412 | $ | 3,412 | $ | — | $ | — | |||||||||
Liabilities: | |||||||||||||||||
Derivative instruments | $ | 2,952 | $ | — | $ | 2,952 | $ | — | |||||||||
Total | $ | 2,952 | $ | — | $ | 2,952 | $ | — | |||||||||
Employee_Benefits_Tables
Employee Benefits (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||
Changes in Options Outstanding Under Two Thousand Ten Plan | ' | ||||||||||||||||
Changes in options outstanding under the 2010 Plan are as follows: | |||||||||||||||||
Options | Weighted | Options | Weighted | ||||||||||||||
Outstanding | Average | Exercisable | Average | ||||||||||||||
Exercise Price | Exercise Price | ||||||||||||||||
January 1, 2011 | 44,448,000 | 1 | — | — | |||||||||||||
Granted | 1,900,000 | 1 | n/a | n/a | |||||||||||||
Cancelled | (1,749,600 | ) | 1 | n/a | n/a | ||||||||||||
December 31, 2011 | 44,598,400 | $ | 1 | 8,710,401 | $ | 1 | |||||||||||
Granted | 2,277,600 | 1.14 | n/a | n/a | |||||||||||||
Exercised | (38,000 | ) | 1 | n/a | n/a | ||||||||||||
Cancelled | (156,400 | ) | 1 | n/a | n/a | ||||||||||||
December 29, 2012 | 46,681,600 | $ | 1.01 | 17,594,936 | $ | 1 | |||||||||||
Granted | 3,500,002 | 1.2 | n/a | n/a | |||||||||||||
Exercised | — | — | n/a | n/a | |||||||||||||
Cancelled | (665,099 | ) | 1.01 | n/a | n/a | ||||||||||||
December 28, 2013 | 49,516,503 | $ | 1.02 | 27,794,844 | $ | 1.01 | |||||||||||
Assumptions Used to Determine Weighted Average Fair Value of Stock Options | ' | ||||||||||||||||
The weighted average fair value of the stock options granted during the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 was $0.54, $0.50 and $0.44, respectively, using the Black-Scholes option pricing model. The following weighted average assumptions were used: | |||||||||||||||||
Fiscal Year Ended | |||||||||||||||||
December 28, | December 29, | December 31, | |||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Risk-free interest rate | 1.38 | % | 1.48 | % | 2.41 | % | |||||||||||
Dividend yield | — | — | — | ||||||||||||||
Expected life | 6.0 years | 6.5 years | 6.4 years | ||||||||||||||
Volatility | 45.39 | % | 42.81 | % | 40.75 | % | |||||||||||
Activity under Two Thousand Ten Restricted Stock Units Plan | ' | ||||||||||||||||
The following table summarizes RSU activity under the 2010 RSU Plan: | |||||||||||||||||
Number | Weighted | ||||||||||||||||
of Shares | Average | ||||||||||||||||
Exercise Price | |||||||||||||||||
Outstanding and unvested at January 1, 2011 | 150,000 | $ | 1 | ||||||||||||||
Granted | 100,000 | 1 | |||||||||||||||
Vested | (75,000 | ) | 1 | ||||||||||||||
Cancelled | — | — | |||||||||||||||
Outstanding and unvested at December 31, 2011 | 175,000 | $ | 1 | ||||||||||||||
Granted | 219,298 | 1.14 | |||||||||||||||
Vested | (125,000 | ) | 1 | ||||||||||||||
Cancelled | — | — | |||||||||||||||
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 December 28, 2013 | 87,719 | $ | 1.14 | ||||||||||||||
Summary of Compensation Expense Recognized | ' | ||||||||||||||||
The following table summarizes the compensation expense recognized: | |||||||||||||||||
Fiscal Year Ended | |||||||||||||||||
In thousands | December 28, | December 29, | December 31, | ||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Stock Options | $ | 2,524 | $ | 4,118 | $ | 3,999 | |||||||||||
Restricted Stock Units | 110 | 231 | 115 | ||||||||||||||
Total | $ | 2,634 | $ | 4,349 | $ | 4,114 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 28, 2013 | |||||
Future Minimum Lease Commitments Net of Sublease Income | ' | ||||
Future minimum lease commitments, net of sublease income, at December 28, 2013 are as follows: | |||||
In thousands | |||||
2014 | $ | 88,941 | |||
2015 | 79,087 | ||||
2016 | 68,646 | ||||
2017 | 60,772 | ||||
2018 | 51,786 | ||||
Thereafter | 175,115 | ||||
Total | $ | 524,347 | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Income Tax Provision (Benefit) | ' | ||||||||||||
The Company’s income tax provision (benefit) consisted of the following components: | |||||||||||||
Fiscal Year Ended | |||||||||||||
In thousands | December 28, | December 29, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Federal: | |||||||||||||
Current provision (benefit) | $ | 13,944 | $ | 5,420 | $ | 8,668 | |||||||
Deferred provision (benefit) | (18,141 | ) | (9,802 | ) | (7,327 | ) | |||||||
Total | (4,197 | ) | (4,382 | ) | 1,341 | ||||||||
State: | |||||||||||||
Current provision (benefit) | 3,707 | 1,884 | 3,278 | ||||||||||
Deferred provision (benefit) | (3,644 | ) | (2,037 | ) | (262 | ) | |||||||
Total | 63 | (153 | ) | 3,016 | |||||||||
Foreign: | |||||||||||||
Current provision (benefit) | 1,963 | 49 | — | ||||||||||
Deferred provision (benefit) | (1,774 | ) | (1,192 | ) | — | ||||||||
Total | 189 | (1,143 | ) | — | |||||||||
Total provision (benefit) | $ | (3,945 | ) | $ | (5,678 | ) | $ | 4,357 | |||||
Differences between Amount of Income Taxes Computed by Applying Applicable United States Statutory Federal Income Tax Rate and Pretax Income (Loss) | ' | ||||||||||||
The provision (benefit) for income taxes differs from the amount of income taxes computed by applying the applicable U.S. statutory federal income tax rate of 35% to pretax income (loss), as a result of the following differences: | |||||||||||||
Fiscal Year Ended | |||||||||||||
In thousands | December 28, | December 29, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Income tax provision (benefit) computed at the federal statutory rate | $ | (3,608 | ) | $ | (7,008 | ) | $ | 1,566 | |||||
State income taxes, net of federal income tax benefit | 676 | (100 | ) | 613 | |||||||||
Benefit of lower foreign rate | (84 | ) | 395 | — | |||||||||
Increase in state effective tax rate | — | — | 2,073 | ||||||||||
Permanent differences | 652 | 437 | 505 | ||||||||||
Debt issuance costs | (244 | ) | (221 | ) | (200 | ) | |||||||
Non-deductible transaction costs | 566 | 430 | — | ||||||||||
Tax settlements and other adjustments to uncertain tax positions | (1,542 | ) | 138 | (376 | ) | ||||||||
Increase (decrease) in valuation allowance | (281 | ) | 132 | 176 | |||||||||
Other | (80 | ) | 119 | — | |||||||||
Income tax provision (benefit) | $ | (3,945 | ) | $ | (5,678 | ) | $ | 4,357 | |||||
Amounts Related to Deferred Income Taxes | ' | ||||||||||||
As of December 28, 2013 and December 29, 2012, amounts related to deferred income taxes have been classified in the accompanying consolidated balance sheet as follows: | |||||||||||||
In thousands | December 28, | December 29, | |||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets (liabilities): | |||||||||||||
Current | $ | 15,719 | $ | 16,458 | |||||||||
Noncurrent | (270,576 | ) | (285,345 | ) | |||||||||
Total | $ | (254,857 | ) | $ | (268,887 | ) | |||||||
Tax Effects of Significant Temporary Differences that Comprise Deferred Tax Assets and Liabilities | ' | ||||||||||||
The tax effects of the significant temporary differences that comprise deferred tax assets and liabilities at December 28, 2013 and December 29, 2012 for the Company are as follows: | |||||||||||||
In thousands | December 28, | December 29, | |||||||||||
2013 | 2012 | ||||||||||||
Deferred tax assets: | |||||||||||||
Accrued expenses and liabilities | $ | 8,686 | $ | 8,490 | |||||||||
Net operating loss carry-forwards | 1,233 | 2,059 | |||||||||||
Employee benefits | 9,622 | 7,594 | |||||||||||
Inventory cost capitalization | 6,359 | 7,633 | |||||||||||
Other assets | (925 | ) | 954 | ||||||||||
Other | 5,214 | 5,534 | |||||||||||
Gross deferred tax assets | 30,189 | 32,264 | |||||||||||
Less: Deferred tax valuation allowances | (750 | ) | (762 | ) | |||||||||
Net deferred tax assets | 29,439 | 31,502 | |||||||||||
Deferred tax liabilities: | |||||||||||||
Depreciation and amortization of intangibles | (283,033 | ) | (299,262 | ) | |||||||||
Other | (1,263 | ) | (1,127 | ) | |||||||||
Gross deferred tax liabilities | (284,296 | ) | (300,389 | ) | |||||||||
Net deferred tax assets (liabilities) | $ | (254,857 | ) | $ | (268,887 | ) | |||||||
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits | ' | ||||||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: | |||||||||||||
In thousands | December 28, | December 29, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Beginning balance | $ | 1,953 | $ | 1,815 | $ | 2,181 | |||||||
(Reductions) additions based on tax positions related to the current year, net | (688 | ) | 138 | (366 | ) | ||||||||
Settlements | — | — | — | ||||||||||
Reductions for lapse in statute of limitations | (559 | ) | — | — | |||||||||
Ending balance | $ | 706 | $ | 1,953 | $ | 1,815 | |||||||
Geographic_Area_Information_Ta
Geographic Area Information (Tables) | 12 Months Ended | ||||||||||||
Dec. 28, 2013 | |||||||||||||
Net Sales by Geographic Area | ' | ||||||||||||
Net sales by country were determined based on the location of the selling subsidiary. | |||||||||||||
Fiscal Year Ended | |||||||||||||
In thousands | December 28, | December 29, | December 31, | ||||||||||
2013 | 2012 | 2011 | |||||||||||
Net sales to external customers: | |||||||||||||
United States | $ | 3,499,770 | 3,443,781 | 3,050,240 | |||||||||
Canada | 339,499 | 12,083 | — | ||||||||||
Total | $ | 3,839,269 | $ | 3,455,864 | $ | 3,050,240 | |||||||
Long-Lived Assets by Geographic Area | ' | ||||||||||||
Long-lived assets consisted of property and equipment, net | |||||||||||||
Fiscal Year Ended | |||||||||||||
In thousands | December 28, | December 29, | |||||||||||
2013 | 2012 | ||||||||||||
Long-lived assets: | |||||||||||||
United States | $ | 141,055 | 128,724 | ||||||||||
Canada | 6,801 | 1,158 | |||||||||||
Total | $ | 147,856 | $ | 129,882 | |||||||||
Subsidiary_Guarantor_Financial1
Subsidiary Guarantor Financial Information (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 28, 2013 | |||||||||||||||||||||||||
Condensed Consolidating Balance Sheets | ' | ||||||||||||||||||||||||
Condensed Consolidating Balance Sheets as of December 28, 2013 and December 29, 2012 are as follows: | |||||||||||||||||||||||||
In thousands | As of December 28, 2013 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Assets | |||||||||||||||||||||||||
Current assets: | |||||||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 21,712 | $ | — | $ | 14,048 | $ | — | $ | 35,760 | |||||||||||||
Accounts receivable, net | — | 265,573 | — | 40,309 | (635 | ) | 305,247 | ||||||||||||||||||
Inventories | — | 713,377 | — | 59,466 | (110 | ) | 772,733 | ||||||||||||||||||
Assets held for sale | — | 910 | — | — | — | 910 | |||||||||||||||||||
Income tax receivable | — | 369 | — | — | — | 369 | |||||||||||||||||||
Intercompany receivables | 45,052 | — | 60,188 | 12,086 | (117,326 | ) | — | ||||||||||||||||||
Other current assets | — | 24,495 | 4,877 | 6,031 | — | 35,403 | |||||||||||||||||||
Total current assets | 45,052 | 1,026,436 | 65,065 | 131,940 | (118,071 | ) | 1,150,422 | ||||||||||||||||||
Property and equipment, net | — | 140,554 | 343 | 6,959 | — | 147,856 | |||||||||||||||||||
Goodwill and other intangible assets, net | 418,592 | 662,464 | 1,450 | 135,121 | — | 1,217,627 | |||||||||||||||||||
Investment in subsidiaries | 229,330 | 202,325 | — | — | (431,655 | ) | — | ||||||||||||||||||
Other assets | — | 42,468 | 308 | 645 | — | 43,421 | |||||||||||||||||||
Total assets | $ | 692,974 | $ | 2,074,247 | $ | 67,166 | $ | 274,665 | $ | (549,726 | ) | $ | 2,559,326 | ||||||||||||
Liabilities and Stockholders’ Equity | |||||||||||||||||||||||||
Current liabilities: | |||||||||||||||||||||||||
Accounts payable | $ | — | $ | 526,664 | $ | 2,255 | $ | 35,407 | $ | (635 | ) | $ | 563,691 | ||||||||||||
Accrued expenses | — | 43,200 | 48 | 4,475 | — | 47,723 | |||||||||||||||||||
Current maturities of long-term debt | — | 558 | 6 | — | — | 564 | |||||||||||||||||||
Intercompany payables | — | 84,251 | 1,110 | 32,006 | (117,367 | ) | — | ||||||||||||||||||
Total current liabilities | — | 654,673 | 3,419 | 71,888 | (118,002 | ) | 611,978 | ||||||||||||||||||
Long-term debt | — | 930,012 | 3 | 36,421 | — | 966,436 | |||||||||||||||||||
Deferred income taxes | — | 246,897 | 587 | 23,092 | — | 270,576 | |||||||||||||||||||
Other liabilities | — | 13,266 | 18 | 4,078 | — | 17,362 | |||||||||||||||||||
Stockholder’s equity: | |||||||||||||||||||||||||
Intercompany investment | — | 280,622 | 64,935 | 166,041 | (511,598 | ) | — | ||||||||||||||||||
Common stock | — | — | — | — | — | — | |||||||||||||||||||
Additional paid-in capital | 758,972 | 14,706 | — | — | (14,706 | ) | 758,972 | ||||||||||||||||||
Accumulated earnings (deficit) | (56,898 | ) | (56,829 | ) | (1,796 | ) | (17,381 | ) | 76,006 | (56,898 | ) | ||||||||||||||
Accumulated other comprehensive income (loss) | (9,100 | ) | (9,100 | ) | — | (9,474 | ) | 18,574 | (9,100 | ) | |||||||||||||||
Total stockholder’s equity | 692,974 | 229,399 | 63,139 | 139,186 | (431,724 | ) | 692,974 | ||||||||||||||||||
Total liabilities and stockholder’s equity | $ | 692,974 | $ | 2,074,247 | $ | 67,166 | $ | 274,665 | $ | (549,726 | ) | $ | 2,559,326 | ||||||||||||
In thousands | As of December 29, 2012 | ||||||||||||||||||||||||
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 | |||||||||||||||||||
Stockholder’s 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 stockholder’s equity | 705,654 | 242,010 | 63,642 | 82,973 | (388,625 | ) | 705,654 | ||||||||||||||||||
Total liabilities and stockholder’s 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 fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 are as follows: | |||||||||||||||||||||||||
In thousands | For the Fiscal Year Ended December 28, 2013 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 3,496,781 | $ | 3 | $ | 343,886 | $ | (1,401 | ) | $ | 3,839,269 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 2,907,138 | — | 282,562 | (1,291 | ) | 3,188,409 | ||||||||||||||||||
Selling, general and administrative expenses | — | 512,047 | 770 | 62,170 | — | 574,987 | |||||||||||||||||||
Transaction expenses | — | 5,377 | — | 1,342 | — | 6,719 | |||||||||||||||||||
Operating income (loss) | — | 72,219 | (767 | ) | (2,188 | ) | (110 | ) | 69,154 | ||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (72,456 | ) | (33 | ) | (1,795 | ) | — | (74,284 | ) | |||||||||||||||
Other, net | — | (3,797 | ) | 2 | (1,377 | ) | — | (5,172 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (6,357 | ) | (3,747 | ) | — | — | 10,104 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (6,357 | ) | (7,781 | ) | (798 | ) | (5,360 | ) | 9,994 | (10,302 | ) | ||||||||||||||
Income tax provision (benefit) | — | (1,493 | ) | (295 | ) | (2,116 | ) | (41 | ) | (3,945 | ) | ||||||||||||||
Net income (loss) | $ | (6,357 | ) | $ | (6,288 | ) | $ | (503 | ) | $ | (3,244 | ) | $ | 10,035 | $ | (6,357 | ) | ||||||||
Comprehensive income (loss) | $ | (15,314 | ) | $ | (15,245 | ) | $ | (503 | ) | $ | (12,375 | ) | $ | 28,123 | $ | (15,314 | ) | ||||||||
In thousands | For the Fiscal Year Ended December 29, 2012 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 3,445,419 | $ | — | $ | 10,445 | $ | — | $ | 3,455,864 | |||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 2,873,576 | — | 13,845 | — | 2,887,421 | |||||||||||||||||||
Selling, general and administrative expenses | — | 493,898 | 994 | 11,516 | — | 506,408 | |||||||||||||||||||
Transaction expenses | — | 5,246 | — | — | — | 5,246 | |||||||||||||||||||
Operating income (loss) | — | 72,699 | (994 | ) | (14,916 | ) | — | 56,789 | |||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (72,857 | ) | — | (61 | ) | — | (72,918 | ) | ||||||||||||||||
Other, net | — | (3,871 | ) | 6 | (30 | ) | — | (3,895 | ) | ||||||||||||||||
Equity earnings of subsidiaries | (14,346 | ) | (11,293 | ) | — | — | 25,639 | — | |||||||||||||||||
Income (loss) from operations before income taxes | (14,346 | ) | (15,322 | ) | (988 | ) | (15,007 | ) | 25,639 | (20,024 | ) | ||||||||||||||
Income tax provision (benefit) | — | (976 | ) | (304 | ) | (4,398 | ) | — | (5,678 | ) | |||||||||||||||
Net income (loss) | $ | (14,346 | ) | $ | (14,346 | ) | $ | (684 | ) | $ | (10,609 | ) | $ | 25,639 | $ | (14,346 | ) | ||||||||
Comprehensive income (loss) | $ | (14,552 | ) | $ | (14,552 | ) | $ | (684 | ) | $ | (10,609 | ) | $ | 25,845 | $ | (14,552 | ) | ||||||||
In thousands | For the Fiscal Year Ended December 31, 2011 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Net sales | $ | — | $ | 3,052,718 | $ | 488 | $ | (2,966 | ) | $ | — | $ | 3,050,240 | ||||||||||||
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | — | 2,534,697 | 282 | 41 | — | 2,535,020 | |||||||||||||||||||
Selling, general and administrative expenses | — | 430,095 | 906 | 6,109 | — | 437,110 | |||||||||||||||||||
Transaction expenses | — | 3,946 | — | — | — | 3,946 | |||||||||||||||||||
Operating income (loss) | — | 83,980 | (700 | ) | (9,116 | ) | — | 74,164 | |||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||||
Interest expense | — | (67,580 | ) | — | — | — | (67,580 | ) | |||||||||||||||||
Other, net | — | (2,109 | ) | (1 | ) | — | — | (2,110 | ) | ||||||||||||||||
Equity earnings of subsidiaries | 117 | (255 | ) | — | — | 138 | — | ||||||||||||||||||
Income (loss) from operations before income taxes | 117 | 14,036 | (701 | ) | (9,116 | ) | 138 | 4,474 | |||||||||||||||||
Income tax provision (benefit) | — | 13,919 | (683 | ) | (8,879 | ) | — | 4,357 | |||||||||||||||||
Net income (loss) | $ | 117 | $ | 117 | $ | (18 | ) | $ | (237 | ) | $ | 138 | $ | 117 | |||||||||||
Comprehensive income (loss) | $ | (41 | ) | $ | (41 | ) | $ | (18 | ) | $ | (237 | ) | $ | 296 | $ | (41 | ) | ||||||||
Condensed Consolidating Statements of Cash Flows | ' | ||||||||||||||||||||||||
Condensed Consolidating Statements of Cash Flows for the fiscal years ended December 28, 2013, December 29, 2012 and December 31, 2011 are as follows: | |||||||||||||||||||||||||
In thousands | For the Fiscal Year Ended December 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 | $ | — | $ | 51,644 | $ | 2 | $ | 58,085 | $ | — | $ | 109,731 | |||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (2,404 | ) | — | (74,613 | ) | — | (77,017 | ) | ||||||||||||||||
Purchase of property and equipment | — | (41,340 | ) | — | (5,787 | ) | — | (47,127 | ) | ||||||||||||||||
Purchase of assets held for sale | — | (2,239 | ) | — | — | — | (2,239 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 136 | 4 | 57 | — | 197 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 7,751 | — | — | — | 7,751 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (38,096 | ) | 4 | (80,343 | ) | — | (118,435 | ) | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 2,863,844 | — | 109,740 | — | 2,973,584 | |||||||||||||||||||
Repayments of revolving credit facility | — | (2,873,531 | ) | — | (82,045 | ) | — | (2,955,576 | ) | ||||||||||||||||
Outstanding checks | — | 6,599 | — | — | — | 6,599 | |||||||||||||||||||
Payments of other long-term debt | — | (497 | ) | (6 | ) | — | — | (503 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (597 | ) | — | (509 | ) | — | (1,106 | ) | ||||||||||||||||
Net cash provided by (used in) financing activities | — | (4,182 | ) | (6 | ) | 27,186 | — | 22,998 | |||||||||||||||||
Effect of exchange rate changes on cash | — | — | — | (4,485 | ) | — | (4,485 | ) | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | 9,366 | — | 443 | — | 9,809 | |||||||||||||||||||
Cash and cash equivalents - beginning of period | — | 12,346 | — | 13,605 | — | 25,951 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 21,712 | $ | — | $ | 14,048 | $ | — | $ | 35,760 | |||||||||||||
In thousands | For the Fiscal Year Ended December 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 | $ | (60,000 | ) | $ | 69,243 | $ | 16 | $ | 767 | $ | — | $ | 10,026 | ||||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (116,678 | ) | — | 1,344 | — | (115,334 | ) | |||||||||||||||||
Purchase of property and equipment | — | (52,388 | ) | — | — | — | (52,388 | ) | |||||||||||||||||
Purchase of assets held for sale | — | (3,939 | ) | — | — | — | (3,939 | ) | |||||||||||||||||
Proceeds from sale of property and equipment | — | 96 | — | 6 | — | 102 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 3,738 | — | — | — | 3,738 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (169,171 | ) | — | 1,350 | — | (167,821 | ) | |||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 3,322,159 | — | 11,483 | — | 3,333,642 | |||||||||||||||||||
Repayments of revolving credit facility | — | (3,216,797 | ) | — | (501 | ) | — | (3,217,298 | ) | ||||||||||||||||
Outstanding checks | — | (1,754 | ) | — | — | — | (1,754 | ) | |||||||||||||||||
Payments of other long-term debt | — | (1,971 | ) | (16 | ) | — | — | (1,987 | ) | ||||||||||||||||
Equity contribution from TPG | 60,000 | — | — | — | — | 60,000 | |||||||||||||||||||
Payments of deferred financing costs | — | (3,481 | ) | — | (298 | ) | — | (3,779 | ) | ||||||||||||||||
Net cash provided by (used in) financing activities | 60,000 | 98,156 | (16 | ) | 10,684 | — | 168,824 | ||||||||||||||||||
Effect of exchange rate changes on cash | — | — | — | (57 | ) | — | (57 | ) | |||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | (1,772 | ) | — | 12,744 | — | 10,972 | ||||||||||||||||||
Cash and cash equivalents - beginning of period | — | 14,118 | — | 861 | — | 14,979 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 12,346 | $ | — | $ | 13,605 | $ | — | $ | 25,951 | |||||||||||||
In thousands | For the Fiscal Year Ended December 31, 2011 | ||||||||||||||||||||||||
Parent | Subsidiary | Guarantor | Non-Guarantor | Eliminations | Consolidated | ||||||||||||||||||||
Company | Issuer | Subsidiaries | Subsidiaries | ||||||||||||||||||||||
Cash flows from operating activities: | |||||||||||||||||||||||||
Net cash provided by (used in) operations | $ | — | $ | (91,233 | ) | $ | (99 | ) | $ | 326 | $ | — | $ | (91,006 | ) | ||||||||||
Cash flows from investing activities: | |||||||||||||||||||||||||
Acquisitions, net of cash acquired | — | (59,694 | ) | — | — | — | (59,694 | ) | |||||||||||||||||
Purchase of property and equipment | — | (31,044 | ) | — | — | — | (31,044 | ) | |||||||||||||||||
Purchase of assets held for sale | — | (2,975 | ) | (18 | ) | — | — | (2,993 | ) | ||||||||||||||||
Proceeds from sale of property and equipment | — | 72 | 7 | — | — | 79 | |||||||||||||||||||
Proceeds from disposal of assets held for sale | — | 1,403 | — | — | — | 1,403 | |||||||||||||||||||
Net cash provided by (used in) investing activities | — | (92,238 | ) | (11 | ) | — | — | (92,249 | ) | ||||||||||||||||
Cash flows from financing activities: | |||||||||||||||||||||||||
Borrowings from revolving credit facility | — | 2,760,364 | — | — | — | 2,760,364 | |||||||||||||||||||
Repayments of revolving credit facility | — | (2,577,380 | ) | — | — | — | (2,577,380 | ) | |||||||||||||||||
Outstanding checks | — | 9,981 | — | — | — | 9,981 | |||||||||||||||||||
Payments of other long-term debt | — | (800 | ) | (22 | ) | — | — | (822 | ) | ||||||||||||||||
Payments of deferred financing costs | — | (5,880 | ) | — | — | — | (5,880 | ) | |||||||||||||||||
Net cash provided by (used in) financing activities | — | 186,285 | (22 | ) | — | — | 186,263 | ||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | — | 2,814 | (132 | ) | 326 | — | 3,008 | ||||||||||||||||||
Cash and cash equivalents - beginning of period | — | 11,304 | 132 | 535 | — | 11,971 | |||||||||||||||||||
Cash and cash equivalents - end of period | $ | — | $ | 14,118 | $ | — | $ | 861 | $ | — | $ | 14,979 | |||||||||||||
Description_of_Company_Additio
Description of Company - Additional Information (Detail) | 12 Months Ended |
Dec. 28, 2013 | |
Customer | |
Segment | |
Store | |
Item | |
Nature Of Business [Line Items] | ' |
Number of operating and reportable segment | 1 |
Number of distribution centers | 133 |
Number of redistribution centers in the United States | 3 |
Number of stock-keeping units | 40,000 |
Number of customers | 72,000 |
Tires | ' |
Nature Of Business [Line Items] | ' |
Percentage of net sales from goods | 97.40% |
Custom wheels and accessories | ' |
Nature Of Business [Line Items] | ' |
Percentage of net sales from goods | 2.00% |
Related tire supplies and tools | ' |
Nature Of Business [Line Items] | ' |
Percentage of net sales from goods | 0.60% |
United States | ' |
Nature Of Business [Line Items] | ' |
Number of customers | 64,000 |
Canada | ' |
Nature Of Business [Line Items] | ' |
Number of customers | 8,000 |
American Tire Distributors Holdings, Inc. | ' |
Nature Of Business [Line Items] | ' |
Percentage of ownership interest | 100.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Percentage of ownership interest acquired | 100.00% | ' | ' |
Unamortized balance of deferred financing costs | $16.30 | $19.70 | ' |
Amortization of financing cost | 4.5 | 7.5 | 4.8 |
Write-off of deferred financing costs | ' | 2.8 | ' |
Shipping and handling fees and costs | 213.8 | 171.1 | 140.8 |
Measurement of tax benefit, minimum likelihood of largest amount being realized upon ultimate settlement | 50.00% | ' | ' |
Increase the borrowing capacity and extend the maturity date of the Company's revolving credit facility | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Unamortized balance of deferred financing costs | 1.1 | ' | ' |
Employee health insurance | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Stop-loss insurance coverage, threshold | 0.3 | ' | ' |
Workers' compensation | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Stop-loss insurance coverage, threshold | 0.3 | ' | ' |
Workers' compensation and auto | ' | ' | ' |
Significant Accounting Policies [Line Items] | ' | ' | ' |
Stop-loss insurance coverage, threshold | $9 | ' | ' |
Range_of_Useful_Lives_Used_to_
Range of Useful Lives Used to Depreciate Property and Equipment (Detail) | 12 Months Ended |
Dec. 28, 2013 | |
Buildings | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '25 years |
Buildings | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '31 years |
Leasehold improvements | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '2 years |
Leasehold improvements | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '10 years |
Machinery and equipment | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '2 years |
Machinery and equipment | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '10 years |
Furniture and fixtures | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '3 years |
Furniture and fixtures | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '8 years |
Internal use software | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '1 year |
Internal use software | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '5 years |
Vehicles and other | Minimum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '3 years |
Vehicles and other | Maximum | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, useful lives | '6 years |
WeightedAverage_Useful_Lives_o
Weighted-Average Useful Lives of Intangible Assets (Detail) | 12 Months Ended |
Dec. 28, 2013 | |
Customer list | Minimum | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets, weighted average useful life | '16 years |
Customer list | Maximum | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets, weighted average useful life | '19 years |
Tradenames | Minimum | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets, weighted average useful life | '1 year |
Tradenames | Maximum | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets, weighted average useful life | '7 years |
Noncompete agreement | Minimum | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets, weighted average useful life | '1 year |
Noncompete agreement | Maximum | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets, weighted average useful life | '5 years |
Favorable leases | Minimum | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets, weighted average useful life | '4 years |
Favorable leases | Maximum | ' |
Finite-Lived Intangible Assets [Line Items] | ' |
Intangible assets, weighted average useful life | '6 years |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 8 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||
Feb. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Aug. 30, 2013 | Dec. 28, 2013 | Aug. 30, 2013 | Mar. 22, 2013 | Apr. 30, 2013 | Dec. 28, 2013 | Sep. 28, 2013 | Dec. 28, 2013 | Apr. 30, 2013 | Mar. 22, 2013 | Nov. 30, 2012 | Jun. 29, 2013 | Dec. 28, 2013 | Nov. 30, 2012 | Nov. 30, 2012 | 24-May-12 | Dec. 28, 2013 | 24-May-12 | Mar. 24, 2012 | Dec. 13, 2013 | Dec. 13, 2013 | Apr. 29, 2011 | Apr. 29, 2011 | |
Customer | Tire Distributors, Inc. | 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. | 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 | Consolidated Tire & Oil | Wholesale Tire Distributors Inc. | Wholesale Tire Distributors Inc. | North Central Tire | North Central Tire | ||||
Store | Customer | Customer list | Purchase Price At Acquisition | Customer list | Purchase Price At Acquisition | Customer list | Customer | Customer list | Customer list | Customer | Customer list | Customer | Customer list | ||||||||||||||
Store | Store | Store | Store | ||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of customers | ' | 72,000 | ' | ' | 1,700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | 2,300 | ' | 2,700 | ' |
Number of distribution centers | ' | 133 | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | 2 | ' | 3 | ' |
Finite lived intangible assets | ' | ' | ' | ' | ' | ' | $3,400,000 | ' | ' | ' | ' | ' | ' | $40,700,000 | ' | ' | ' | ' | $44,600,000 | ' | ' | $15,900,000 | $15,900,000 | ' | $4,400,000 | $43,400,000 | $38,200,000 |
Goodwill | ' | 504,333,000 | 483,143,000 | 446,787,000 | 2,400,000 | 2,400,000 | ' | ' | 20,375,000 | 20,400,000 | ' | 20,400,000 | ' | ' | 25,044,000 | ' | 25,000,000 | ' | ' | 10,100,000 | 10,100,000 | ' | ' | 1,100,000 | ' | 27,000,000 | ' |
Percentage of ownership interest acquired | ' | 100.00% | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | 100.00% | ' |
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 | ' | ' | ' | ' | 200,000 | ' | ' | ' | 1,000,000 | 1,000,000 | ' | ' | ' | ' | -3,400,000 | 1,400,000 | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 143,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash amortization expense of inventory step-up | ' | 5,400,000 | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash amortization expense on acquired intangible assets | ' | 76,200,000 | 66,200,000 | 61,800,000 | ' | ' | ' | ' | ' | ' | ' | 4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price reduction amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition adjustment to historical amortization expense as a result of acquired intangible assets | ' | $1,900,000 | $11,700,000 | $5,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocation_of_Purchase_Price_D
Allocation of Purchase Price (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Nov. 30, 2012 | Jun. 29, 2013 | Dec. 28, 2013 | Mar. 22, 2013 | Apr. 30, 2013 | Sep. 28, 2013 | Dec. 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. | 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 | 504,333 | 483,143 | 446,787 | 25,044 | ' | 25,000 | ' | 20,375 | ' | 20,400 |
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 $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Business Acquisition, Pro Forma Information [Line Items] | ' | ' | ' |
Net sales | $3,873,469 | $3,767,037 | $3,234,331 |
Net income (loss) | ($9,007) | ($9,289) | $5,596 |
Inventories_Additional_Informa
Inventories - Additional Information (Detail) (USD $) | 12 Months Ended | 8 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 |
TriCan Tire Distributors | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Tire Distributors, Inc. | Wholesale Tire Distributors Inc. | |||
Inventory [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Inventory, estimated fair value adjustment | ' | ' | $6.30 | ' | $2.70 | $0.20 | $0.50 |
Inventory step-up amortization period | '2 months | ' | ' | ' | ' | ' | ' |
Inventory step-up amortization expense | $5.40 | $4.10 | ' | $2.70 | ' | ' | ' |
Assets_Held_for_Sale_Additiona
Assets Held for Sale - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Oct. 31, 2013 | Feb. 01, 2012 | Mar. 31, 2002 | Mar. 27, 2002 | Sep. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Facility | Facility | Facility | ||||||
Times | ||||||||
Long Lived Assets Held-for-sale [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held for sale | ' | ' | ' | ' | ' | $910,000 | $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 | ' | ' | ' |
Proceeds from sale of assets held for sale | 1,500,000 | ' | ' | ' | ' | 7,751,000 | 3,738,000 | 1,403,000 |
Assets Held For Sale Gain Loss On Sale | ' | ' | ' | ' | 100,000 | ' | ' | ' |
Number of facilities under sale-leaseback transaction | ' | ' | 3 | 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 | ' | ' | ' |
Facility located in Georgia | ' | ' | ' | ' | ' | ' | ' | ' |
Long Lived Assets Held-for-sale [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Assets held for sale fair value adjustment, impairment loss | ' | ' | ' | ' | ' | 300,000 | ' | ' |
Assets Held-for-sale, at Carrying Value | ' | ' | ' | ' | ' | 400,000 | ' | ' |
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 | ' | ' | ' | ' | ' | $500,000 | ' | ' |
Major_Classes_of_Property_and_
Major Classes of Property and Equipment (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $219,168 | $176,940 |
Less - Accumulated depreciation | -71,312 | -47,058 |
Property and equipment, net | 147,856 | 129,882 |
Land | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 1,665 | 2,108 |
Building and leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 22,811 | 21,554 |
Machinery and equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 27,515 | 21,745 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 46,459 | 39,863 |
Internal use software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | 117,607 | 88,021 |
Vehicles and other | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment, gross | $3,111 | $3,649 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Sep. 28, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Depreciation expense | $29,500,000 | $23,100,000 | $16,500,000 | ' |
Accumulated depreciation | 71,312,000 | 47,058,000 | ' | ' |
Sale and lease back assets book value, net | ' | ' | ' | 1,500,000 |
Assets Held under Capital Leases | ' | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Depreciation expense | 300,000 | 200,000 | 300,000 | ' |
Accumulated depreciation | 1,100,000 | 800,000 | ' | ' |
Sale and lease back assets book value, net | $6,900,000 | $7,200,000 | ' | ' |
Changes_in_Carrying_Amount_of_
Changes in Carrying Amount of Goodwill (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 |
Goodwill [Line Items] | ' | ' |
Beginning balance | $483,143 | $446,787 |
Purchase accounting adjustments | -1,349 | ' |
Acquisitions | 25,408 | 36,457 |
Currency Translation | -2,869 | -101 |
Ending balance | $504,333 | $483,143 |
Goodwill_Additional_Informatio
Goodwill - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | ||||||||||||
Feb. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Jun. 29, 2013 | Dec. 28, 2013 | Nov. 30, 2012 | Dec. 28, 2013 | Dec. 28, 2013 | 24-May-12 | 28-May-10 | Dec. 28, 2013 | Aug. 30, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Sep. 28, 2013 | Apr. 30, 2013 | Dec. 13, 2013 | |
TriCan Tire Distributors | TriCan Tire Distributors | TriCan Tire Distributors | TriCan Tire Distributors | Consolidated Tire & Oil | Consolidated Tire & Oil | Acquisition of Holdings | Tire Distributors, Inc. | Tire Distributors, Inc. | Tire Distributors, Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Regional Tire Holdings Inc. | Wholesale Tire Distributors Inc. | |||||
Post-closing working capital adjustments | Post-closing working capital adjustments | |||||||||||||||||
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | $504,333,000 | $483,143,000 | $446,787,000 | ' | $25,000,000 | $25,044,000 | ' | $10,100,000 | $10,100,000 | $418,600,000 | $2,400,000 | $2,400,000 | ' | $20,400,000 | ' | $20,375,000 | $1,100,000 |
Net goodwill, deductible for income tax purposes | ' | 26,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in goodwill, value | $1,600,000 | ' | ' | ' | ($3,400,000) | $1,400,000 | ' | ($3,400,000) | $600,000 | ' | ' | $200,000 | ' | $500,000 | $1,000,000 | $1,000,000 | ' | ' |
Percentage of ownership interest acquired | ' | 100.00% | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Intangible_Assets_Additional_I
Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 8 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | 28-May-10 | Dec. 13, 2013 | Aug. 30, 2013 | Dec. 28, 2013 | Mar. 22, 2013 | Mar. 22, 2013 | Mar. 22, 2013 | Nov. 30, 2012 | Nov. 30, 2012 | Nov. 30, 2012 | Mar. 24, 2012 | 24-May-12 | Apr. 29, 2011 | Apr. 29, 2011 | Apr. 29, 2011 | Dec. 28, 2013 | Dec. 28, 2013 | |
Acquisition of Holdings | Wholesale Tire Distributors Inc. | 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 | Consolidated Tire & Oil | North Central Tire | North Central Tire | North Central Tire | Minimum | Maximum | ||||
Customer list | Customer list | Customer list | Tradenames | Favorable leases | Customer list | Tradenames | Favorable leases | Customer list | Customer list | Customer list | Noncompete agreement | |||||||||
Indefinite And Finite Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite lived intangible assets, useful life | ' | ' | ' | ' | '16 years | '16 years | ' | '16 years | '5 years | '4 years | '16 years | '7 years | '6 years | '16 years | ' | ' | '19 years | '5 years | '1 year | '19 years |
Intangible assets | $713,294,000 | $738,698,000 | ' | $781,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived intangible assets | ' | ' | ' | ' | 4,400,000 | 3,400,000 | ' | 40,700,000 | 1,900,000 | 400,000 | 44,600,000 | 4,900,000 | 400,000 | 15,900,000 | 15,900,000 | 43,400,000 | 38,200,000 | 5,200,000 | ' | ' |
Intangible asset, amortization expense | 76,200,000 | 66,200,000 | 61,800,000 | ' | ' | ' | 4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2014 | 73,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2015 | 62,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2016 | 52,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2017 | 46,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated amortization expense in 2018 | $39,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross_Amount_and_Accumulated_A
Gross Amount and Accumulated Amortization of Intangible Assets (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | $700,288 | $649,890 |
Accumulated Amortization | 236,887 | 161,085 |
Tradenames (indefinite-lived) | 249,893 | 249,893 |
Total intangible assets, Gross Amount | 950,181 | 899,783 |
Customer list | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 677,062 | 632,589 |
Accumulated Amortization | 226,614 | 156,249 |
Noncompete agreement | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 12,007 | 7,898 |
Accumulated Amortization | 6,400 | 2,841 |
Favorable leases | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 688 | 360 |
Accumulated Amortization | 119 | 5 |
Tradenames | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-lived intangible assets, Gross Amount | 10,531 | 9,043 |
Accumulated Amortization | $3,754 | $1,990 |
LongTerm_Debt_Detail
Long-Term Debt (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | ' |
Senior Subordinated Notes | $200,000 | $200,000 | ' |
Senior Secured Notes | 248,219 | 247,802 | ' |
Capital lease obligations | 12,330 | 12,469 | 14,100 |
Other | 1,098 | 1,341 | ' |
Total debt | 967,000 | 951,204 | ' |
Less - Current maturities | -564 | -493 | ' |
Long-term debt | 966,436 | 950,711 | ' |
FILO Facility | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
ABL Facility | 51,863 | ' | ' |
United States | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
ABL Facility | 417,066 | 478,616 | ' |
Canada | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
ABL Facility | $36,424 | $10,976 | ' |
Longterm_Debt_Additional_Infor
Long-term Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||
Feb. 01, 2012 | Mar. 31, 2002 | Mar. 27, 2002 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | 28-May-10 | Dec. 28, 2013 | Dec. 29, 2012 | 28-May-10 | 28-May-10 | 28-May-10 | 28-May-10 | 28-May-10 | Dec. 28, 2013 | Dec. 29, 2012 | 28-May-10 | 28-May-10 | 28-May-10 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | |
Facility | Times | Facility | Sale-Leaseback Capital Lease | FILO Facility | United States | United States | Canada | Canada | 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 | Senior Subordinated Notes | Senior Subordinated Notes | 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 | ||||
Facility | 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 | Scenario 3 | Scenario 1 | Scenario 1 | Scenario 2 | Scenario 2 | 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 | |||||||||||||||||||
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% | FILO Facility | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $265,000,000 | $265,000,000 | ' | ' | ' | ' | ' | $212,000,000 | $212,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 850,000,000 | ' | ' | ' | ' | ' | ' | 60,000,000 | 50,000,000 | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | 10,000,000 |
Revolving credit facility additional increase in borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt instrument maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jun-17 | ' | ' | ' | ' | ' | ' | 1-Jun-18 | ' | ' | ' | ' | ' | 16-Nov-17 | ' | 1-Mar-17 | ' | 1-Mar-17 | ' | 30-Oct-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | 248,219,000 | 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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, outstanding amount | ' | ' | ' | ' | ' | ' | ' | 51,863,000 | 417,066,000 | 478,616,000 | 36,424,000 | 10,976,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,900,000 | ' | ' | ' | ' | 417,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | 36,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, outstanding letters of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility remaining additional borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 236,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | 41,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
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 December 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 December 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 December 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 December 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 December 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 December 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. | ' | ' | ' | ' | '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 fair 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, 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 fair 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, 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 the 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 December 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 | 3,779,000 | 5,880,000 | ' | ' | ' | ' | ' | ' | 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 | ' | ' | ' | 12,330,000 | 12,469,000 | 14,100,000 | 12,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate_Maturities_of_LongTe
Aggregate Maturities of Long-Term Debt (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
2014 | $564 | ' |
2015 | 507 | ' |
2016 | 554 | ' |
2017 | 754,183 | ' |
2018 | 200,595 | ' |
Thereafter | 10,597 | ' |
Total | $967,000 | $951,204 |
Derivative_Instruments_Additio
Derivative Instruments - Additional Information (Detail) (USD $) | Sep. 04, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 01, 2012 | Dec. 31, 2011 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Sep. 23, 2011 | Feb. 24, 2011 | Sep. 04, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Aug. 01, 2012 | Aug. 01, 2012 | Sep. 23, 2011 | Sep. 23, 2011 | Feb. 24, 2011 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Feb. 24, 2011 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | 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 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 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 | 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 | $25 | $50 | $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 $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | $2,952 | $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 | 792 | 1,314 |
Interest Rate Swap | 3Q 2012 Swaps | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | 280 | 750 |
Interest Rate Swap | 3Q 2013 Swaps | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Fair value of derivative instruments | $1,880 | ' |
Fair_Values_of_Derivative_Inst1
Fair Values of Derivative Instruments Included within Condensed Consolidated Balance Sheets (Parenthetical) (Detail) (Interest Rate Swap, USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Sep. 23, 2011 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 01, 2012 | Dec. 31, 2011 | Dec. 28, 2013 | Sep. 04, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
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 Consolidated Statement of Comprehensive Income (Loss) (Detail) (Interest Expense, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' |
(Gain) loss recognized in interest expense | $739 | $1,348 | $866 |
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 | -149 | -154 | 303 |
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 | 12 |
Interest Rate Swap | 3Q 2011 Swaps | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' |
(Gain) loss recognized in interest expense | -522 | 764 | 551 |
Interest Rate Swap | 3Q 2012 Swaps | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' |
(Gain) loss recognized in interest expense | -470 | 750 | ' |
Interest Rate Swap | 3Q 2013 Swaps | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' |
(Gain) loss recognized in interest expense | $1,880 | ' | ' |
PreTax_Effect_of_Derivative_In1
Pre-Tax Effect of Derivative Instruments on Consolidated Statement of Comprehensive Income (Loss) (Parenthetical) (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Feb. 24, 2011 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Feb. 24, 2011 | Feb. 24, 2011 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Sep. 23, 2011 | Dec. 28, 2013 | Dec. 29, 2012 | Aug. 01, 2012 | Dec. 31, 2011 | Dec. 28, 2013 | Sep. 04, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
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 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, 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 | 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 | $50 | $25 | $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 $) | Dec. 28, 2013 |
In Thousands, unless otherwise specified | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Benefit trust assets | $3,412 |
Total | 3,412 |
Derivative instruments liabilities | 2,952 |
Total | 2,952 |
Level 1 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Benefit trust assets | 3,412 |
Total | 3,412 |
Level 2 | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Derivative instruments liabilities | 2,952 |
Total | $2,952 |
Employee_Benefits_Additional_I
Employee Benefits - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||
In Millions, except Share data, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Feb. 15, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Feb. 15, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Feb. 15, 2013 | Feb. 15, 2013 | Dec. 28, 2013 | Feb. 15, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Oct. 31, 2010 | Dec. 28, 2013 |
401(k) Plans | 401(k) Plans | 401(k) Plans | Maximum | Maximum | Maximum | Maximum | Before Amendment | Stock Option | Stock Option | Stock Option | Stock Option | Stock Options | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | |||||
Selling, general and administrative expense | Selling, general and administrative expense | Selling, general and administrative expense | Minimum | Minimum | Maximum | Maximum | |||||||||||||
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 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 |
Options, expiration period | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average remaining contractual term for options outstanding | '6 years 10 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average remaining contractual term for options exercisable | '6 years 9 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.60 | ' | ' |
Unrecognized compensation expense, weighted-average period for recognition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 3 months 18 days | ' | ' |
Weighted average fair value of stock options granted | $0.54 | $0.50 | $0.44 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock for each restricted stock unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Deferred compensation plan, employer contribution, annual vesting percentage | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred compensation obligation, non-current | 3.4 | 2.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred compensation, amount of funding through Rabbi Trust | 3.4 | 2.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contribution by company on behalf of employees | ' | ' | ' | ' | ' | ' | ' | ' | 0.1 | 0.1 | 0.1 | ' | ' | ' | ' | ' | ' | ' | ' |
Employer matching contribution based on employee contribution | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employer matching contribution based on employee compensation | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
401(K) matching and profit sharing contributions, vesting period | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contributions by employer | ' | ' | ' | ' | $2.80 | $2 | $2.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes_in_Options_Outstanding
Changes in Options Outstanding under Two Thousand Ten Plan (Detail) (2010 Plan, USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
2010 Plan | ' | ' | ' |
Options Outstanding | ' | ' | ' |
Options Outstanding, Beginning balance | 46,681,600 | 44,598,400 | 44,448,000 |
Options Outstanding, Granted | 3,500,002 | 2,277,600 | 1,900,000 |
Options Outstanding, Exercised | ' | -38,000 | ' |
Options Outstanding, Cancelled | -665,099 | -156,400 | -1,749,600 |
Options Outstanding, Ending balance | 49,516,503 | 46,681,600 | 44,598,400 |
Options Outstanding, Weighted Average Exercise Price | ' | ' | ' |
Options Outstanding, Weighted Average Exercise Price, Beginning balance | $1.01 | $1 | $1 |
Options Outstanding, Weighted Average Exercise Price, Granted | $1.20 | $1.14 | $1 |
Options Outstanding, Weighted Average Exercise Price, Exercised | ' | $1 | ' |
Options Outstanding, Weighted Average Exercise Price, Cancelled | $1.01 | $1 | $1 |
Options Outstanding, Weighted Average Exercise Price, Ending balance | $1.02 | $1.01 | $1 |
Options Exercisable | ' | ' | ' |
Options Exercisable, Beginning balance | 17,594,936 | 8,710,401 | ' |
Options Exercisable, Ending balance | 27,794,844 | 17,594,936 | 8,710,401 |
Options Exercisable, Weighted Average Exercise Price | ' | ' | ' |
Options Exercisable, Weighted Average Exercise Price, Beginning Balance | $1 | $1 | ' |
Options Exercisable, Weighted Average Exercise Price, Ending Balance | $1.01 | $1 | $1 |
Assumptions_Used_to_Determine_
Assumptions Used to Determine Average Fair Value of Stock Options of Two Thousand Ten Plan (Detail) (2010 Plan) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
2010 Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Risk-free interest rate | 1.38% | 1.48% | 2.41% |
Dividend yield | ' | ' | ' |
Expected life | '6 years | '6 years 6 months | '6 years 4 months 24 days |
Volatility | 45.39% | 42.81% | 40.75% |
Activity_under_Two_Thousand_Te
Activity under Two Thousand Ten Restricted Stock Units Plan (Detail) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended | ||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Restricted Stock Units (RSUs) | ' | ' | ' |
Number of Shares | ' | ' | ' |
Outstanding and unvested, beginning balance | 269,298 | 175,000 | 150,000 |
Granted | ' | 219,298 | 100,000 |
Vested | -159,649 | -125,000 | -75,000 |
Cancelled | -21,930 | ' | ' |
Outstanding and unvested, ending balance | 87,719 | 269,298 | 175,000 |
Weighted Average Exercise price | ' | ' | ' |
Outstanding and unvested, beginning balance | $1.11 | $1 | $1 |
Granted | ' | $1.14 | $1 |
Vested | $1.10 | $1 | $1 |
Cancelled | $1.14 | ' | ' |
Outstanding and unvested, ending balance | $1.14 | $1.11 | $1 |
Summary_of_Compensation_Expens
Summary of Compensation Expense Recognized (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | $2,634 | $4,349 | $4,114 |
Stock Option | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | 2,524 | 4,118 | 3,999 |
Restricted Stock Units (RSUs) | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Stock-based compensation expense | $110 | $231 | $115 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Feb. 01, 2012 | Mar. 31, 2002 | Mar. 27, 2002 | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |
Facility | Facility | Facility | ||||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' |
Operating lease, rent expense net of sublease income | ' | ' | ' | $92,900,000 | $75,100,000 | $59,100,000 |
Number of facilities for sale and leaseback | ' | 3 | 3 | ' | ' | ' |
Number of facility reacquired under sale-leaseback transaction | 1 | ' | ' | ' | ' | ' |
Remaining lease payment term | '15 years | ' | ' | ' | ' | ' |
Sale-leaseback transaction, renewal option period | '5 years | '10 years | ' | ' | ' | ' |
Capital lease obligation | ' | ' | ' | 12,330,000 | 12,469,000 | 14,100,000 |
Total obligation as guarantor on lease | ' | ' | ' | 2,000,000 | ' | ' |
Subleased rentals | ' | ' | ' | 1,800,000 | ' | ' |
Guarantee obligation period | ' | ' | ' | '5 years | ' | ' |
Sale-Leaseback Capital Lease | ' | ' | ' | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' |
Capital lease obligation | ' | ' | ' | $12,200,000 | ' | ' |
Minimum | ' | ' | ' | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' |
Operating leases, expiration year | ' | ' | ' | '2014 | ' | ' |
Maximum | ' | ' | ' | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' |
Operating leases, expiration year | ' | ' | ' | '2027 | ' | ' |
Future_Minimum_Lease_Commitmen
Future Minimum Lease Commitments Net of Sublease Income (Detail) (USD $) | Dec. 28, 2013 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2014 | $88,941 |
2015 | 79,087 |
2016 | 68,646 |
2017 | 60,772 |
2018 | 51,786 |
Thereafter | 175,115 |
Total | $524,347 |
Income_Tax_Provision_Benefit_D
Income Tax Provision (Benefit) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Federal: | ' | ' | ' |
Current provision (benefit) | $13,944 | $5,420 | $8,668 |
Deferred provision (benefit) | -18,141 | -9,802 | -7,327 |
Total | -4,197 | -4,382 | 1,341 |
State: | ' | ' | ' |
Current provision (benefit) | 3,707 | 1,884 | 3,278 |
Deferred provision (benefit) | -3,644 | -2,037 | -262 |
Total | 63 | -153 | 3,016 |
Foreign: | ' | ' | ' |
Current provision (benefit) | 1,963 | 49 | ' |
Deferred provision (benefit) | -1,774 | -1,192 | ' |
Total | 189 | -1,143 | ' |
Income tax provision (benefit) | ($3,945) | ($5,678) | $4,357 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | |||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Jan. 01, 2011 | |
Income Tax [Line Items] | ' | ' | ' | ' |
Statutory federal income tax rate | 35.00% | ' | ' | ' |
Acquired non-current deferred tax asset | $5,900,000 | ' | ' | ' |
Expected future tax liability associated with non-deductible, identified, intangible assets that were recorded during Merger, effective tax rate | 39.60% | ' | ' | ' |
Unrecognized tax benefits | 706,000 | 1,953,000 | 1,815,000 | 2,181,000 |
Unrecognized tax benefits that, if recognized, would impact effective tax rate | 200,000 | ' | ' | ' |
Unrecognized tax benefits related to timing differences | 500,000 | ' | ' | ' |
Minimum | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Net operating loss, expiration year | '2014 | ' | ' | ' |
Maximum | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Net operating loss, expiration year | '2029 | ' | ' | ' |
Accrued expenses | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Unrecognized tax benefits | 400,000 | ' | ' | ' |
Other Liabilities | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Unrecognized tax benefits | 300,000 | ' | ' | ' |
Federal | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Net operating loss available for tax purposes | 1,600,000 | ' | ' | ' |
State | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Net operating loss available for tax purposes | $14,200,000 | ' | ' | ' |
Differences_between_Amount_of_
Differences between Amount of Income Taxes Computed by Applying Applicable United States Statutory Federal Income Tax Rate and Pretax Income (Loss) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Schedule of Effective Tax Rate Reconciliation [Line Items] | ' | ' | ' |
Income tax provision (benefit) computed at the federal statutory rate | ($3,608) | ($7,008) | $1,566 |
State income taxes, net of federal income tax benefit | 676 | -100 | 613 |
Benefit of lower foreign rate | -84 | 395 | ' |
Increase in state effective tax rate | ' | ' | 2,073 |
Permanent differences | 652 | 437 | 505 |
Debt issuance costs | -244 | -221 | -200 |
Non-deductible transaction costs | 566 | 430 | ' |
Tax settlements and other adjustments to uncertain tax positions | -1,542 | 138 | -376 |
Increase (decrease) in valuation allowance | -281 | 132 | 176 |
Other | -80 | 119 | ' |
Income tax provision (benefit) | ($3,945) | ($5,678) | $4,357 |
Amounts_Related_to_Deferred_In
Amounts Related to Deferred Income Taxes (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets (liabilities): | ' | ' |
Current | $15,719 | $16,458 |
Noncurrent | -270,576 | -285,345 |
Net deferred tax assets (liabilities) | ($254,857) | ($268,887) |
Tax_Effects_of_Significant_Tem
Tax Effects of Significant Temporary Differences that Comprise Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Accrued expenses and liabilities | $8,686 | $8,490 |
Net operating loss carry-forwards | 1,233 | 2,059 |
Employee benefits | 9,622 | 7,594 |
Inventory cost capitalization | 6,359 | 7,633 |
Other assets | -925 | 954 |
Other | 5,214 | 5,534 |
Gross deferred tax assets | 30,189 | 32,264 |
Less: Deferred tax valuation allowances | -750 | -762 |
Net deferred tax assets | 29,439 | 31,502 |
Deferred tax liabilities: | ' | ' |
Depreciation and amortization of intangibles | -283,033 | -299,262 |
Other | -1,263 | -1,127 |
Gross deferred tax liabilities | -284,296 | -300,389 |
Net deferred tax assets (liabilities) | ($254,857) | ($268,887) |
Reconciliation_of_Beginning_an
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Income Tax Contingency [Line Items] | ' | ' | ' |
Beginning balance | $1,953 | $1,815 | $2,181 |
(Reductions) additions based on tax positions related to the current year, net | -688 | 138 | -366 |
Settlements | ' | ' | ' |
Reductions for lapse in statute of limitations | -559 | ' | ' |
Ending balance | $706 | $1,953 | $1,815 |
Stockholders_Equity_Additional
Stockholder's Equity - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | |||||
Dec. 28, 2013 | Dec. 29, 2012 | Dec. 28, 2013 | Nov. 30, 2012 | 28-May-10 | Dec. 28, 2013 | Dec. 29, 2012 | |
American Tire Distributors Holdings, Inc. | TPG and certain co-investors | TPG and certain co-investors | Board and Management | Board and Management | |||
Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Additional paid-in capital | ' | ' | ' | $60,000,000 | $675,400,000 | $8,700,000 | $8,700,000 |
Adjustment to additional paid-in capital | ' | ' | ' | 50,000,000 | ' | ' | ' |
Authorized share capital | 10 | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 1,000 | 1,000 | ' | ' | ' | ' | ' |
Common stock, par value | $0.01 | $0.01 | ' | ' | ' | ' | ' |
Percentage of ownership interest owned by Accelerated Holding Corp. | ' | ' | 100.00% | ' | ' | ' | ' |
Accumulated other comprehensive income (loss), unrealized gain (loss) on deferred compensation plan, net of tax | 200,000 | 100,000 | ' | ' | ' | ' | ' |
Gain (losses) resulting from foreign currency translation | ($9,100,000) | ($300,000) | ' | ' | ' | ' | ' |
Related_Party_Transaction_Addi
Related Party Transaction - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Related Party Transaction [Line Items] | ' | ' | ' |
Transaction and monitoring fee agreement, aggregate termination fee | $12.50 | ' | ' |
Transaction and monitoring fee agreement, monitoring fee expense | $5.80 | $7.40 | $4.60 |
Transaction and monitoring fee agreement, monitoring fee percentage | 2.00% | ' | ' |
Net_Sales_by_Geographic_Area_D
Net Sales by Geographic Area (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | $3,839,269 | $3,455,864 | $3,050,240 |
United States | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | 3,499,770 | 3,443,781 | 3,050,240 |
Canada | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Net sales | $339,499 | $12,083 | ' |
LongLived_Assets_by_Geographic
Long-Lived Assets by Geographic Area (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 |
In Thousands, unless otherwise specified | ||
Segment Reporting Information [Line Items] | ' | ' |
Property and equipment, net | $147,856 | $129,882 |
United States | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Property and equipment, net | 141,055 | 128,724 |
Canada | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Property and equipment, net | $6,801 | $1,158 |
Subsequent_Event_Additional_In
Subsequent Event - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||||||||||||
Share data in Millions, unless otherwise specified | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | 28-May-10 | 28-May-10 | 28-May-10 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 28, 2013 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Jan. 31, 2014 | Feb. 17, 2014 | Feb. 17, 2014 | Feb. 17, 2014 | Jan. 17, 2014 |
Customer | Canada | United States | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |
Customer | Customer | Between June 1, 2013 and May 31, 2014 | Between June 1, 2014 and May 31, 2015 | FILO Facility | Canada | United States | United States | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | Senior Subordinated Notes | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | ABL Facility | Hercules | Hercules | Hercules | Hercules | Terrys Tire Town Holdings Inc | Terrys Tire Town Holdings Inc | Terrys Tire Town Holdings Inc | Kipling Tire Co, Ltd | ||||
FILO Facility | Between June 1, 2013 and May 31, 2014 | Between June 1, 2014 and May 31, 2015 | On June 1, 2015 or thereafter | Canada | Canada | Canada | Canada | United States | United States | United States | Senior Subordinated Notes | Maximum | Purchase Price At Acquisition | Senior Secured Term Loan Facility | Maximum | Purchase Price At Acquisition | Wholesale Distribution Business | |||||||||||||
FILO Facility | Second Amendment | Second Amendment | FILO Facility | Second Amendment | Customer | |||||||||||||||||||||||||
FILO Facility | FILO Facility | |||||||||||||||||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of customers | 72,000 | 8,000 | 64,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400 |
Purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $311,500,000 | ' | ' | $345,000,000 | ' |
Business acquisition, additional contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | 20,000,000 | ' | ' |
Equity contribution value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' |
Equity contribution shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.3 | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount senior note | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225,000,000 | ' | ' | 300,000,000 | ' | ' | ' |
Debt instrument, fixed interest rate | ' | ' | ' | 11.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.50% | ' | ' | ' | ' | ' | ' |
Debt instrument maturity date | ' | ' | ' | 1-Jun-18 | ' | ' | 16-Nov-17 | 30-Oct-14 | ' | ' | ' | 1-Jun-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consents received from holder percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from senior secured notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 221,100,000 | ' | ' | ' | ' | ' | ' |
Debt instrument interest payment term | ' | ' | ' | '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. | ' | ' | ' | ' | ' | ' | ' | 'Interest on the Additional Subordinated Notes will be paid semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2014. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument first interest payment date | ' | ' | ' | 1-Dec-10 | ' | ' | ' | ' | ' | ' | ' | 1-Jun-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt redemption price as percentage of principal amount | ' | ' | ' | ' | 104.00% | 102.00% | ' | ' | ' | ' | ' | ' | 104.00% | 102.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption notice period, lower limit | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption notice period, upper limit | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | 850,000,000 | 60,000,000 | ' | ' | ' | ' | 100,000,000 | ' | 125,000,000 | 15,000,000 | ' | 60,000,000 | 80,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
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. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The maturity date for the Canadian FILO Facility is the date that is 36 months from January 31, 2014. | ' | ' | 'Extends the maturity date for the U.S. FILO Facility to 36 months from January 31, 2014 | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility extended maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '36 months | ' | ' | '36 months | ' | ' | ' | ' | ' | ' | ' | ' |
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. | '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 fair 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, 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 fair 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, applicable. | ' | ' | ' | ' | ' | ' | ' | ' | 'The Canadian FILO borrowing base at any time equals the sum (subject to certain reserves and other adjustments) of (i) 5% of eligible accounts receivable of the Canadian loan parties, as applicable; plus (ii) 10.0% of the net orderly liquidation value of the eligible tire and non-tire inventory of the Canadian loan parties, as applicable. | ' | ' | 'Increases the inventory advance rate under the U.S. FILO Facility borrowing base from 7.5% to 10.0% of net orderly liquidation value | ' | ' | ' | ' | ' | ' | ' | ' |
Net orderly liquidation value of eligible inventory | ' | ' | ' | ' | ' | ' | ' | 7.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 7.50% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Eligible accounts receivable | ' | ' | ' | ' | ' | ' | ' | 5.00% | 85.00% | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility drawn amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,600,000 | ' | ' | $40,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary_Guarantor_Financial2
Subsidiary Guarantor Financial Information - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 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 the Company's other subsidiaries guarantees the Notes. | ' | ' |
Condensed_Consolidating_Balanc
Condensed Consolidating Balance Sheets (Detail) (USD $) | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | Jan. 01, 2011 |
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | $35,760 | $25,951 | $14,979 | $11,971 |
Accounts receivable, net | 305,247 | 301,303 | ' | ' |
Inventories | 772,733 | 721,672 | ' | ' |
Assets held for sale | 910 | 7,151 | ' | ' |
Income tax receivable | 369 | 369 | ' | ' |
Other current assets | 35,403 | 37,153 | ' | ' |
Total current assets | 1,150,422 | 1,093,599 | ' | ' |
Property and equipment, net | 147,856 | 129,882 | ' | ' |
Goodwill and other intangible assets, net | 1,217,627 | 1,221,841 | ' | ' |
Other assets | 43,421 | 58,680 | ' | ' |
Total assets | 2,559,326 | 2,504,002 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 563,691 | 502,221 | ' | ' |
Accrued expenses | 47,723 | 44,916 | ' | ' |
Current maturities of long-term debt | 564 | 493 | ' | ' |
Total current liabilities | 611,978 | 547,630 | ' | ' |
Long-term debt | 966,436 | 950,711 | ' | ' |
Deferred income taxes | 270,576 | 285,345 | ' | ' |
Other liabilities | 17,362 | 14,662 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | 758,972 | 756,338 | ' | ' |
Accumulated earnings (deficit) | -56,898 | -50,541 | ' | ' |
Accumulated other comprehensive income (loss) | -9,100 | -143 | ' | ' |
Total stockholder's equity | 692,974 | 705,654 | 655,819 | 651,446 |
Total liabilities and stockholder's equity | 2,559,326 | 2,504,002 | ' | ' |
Parent Company | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Intercompany receivables | 45,052 | 36,323 | ' | ' |
Total current assets | 45,052 | 36,323 | ' | ' |
Goodwill and other intangible assets, net | 418,592 | 418,592 | ' | ' |
Investment in subsidiaries | 229,330 | 242,010 | ' | ' |
Other assets | ' | 8,729 | ' | ' |
Total assets | 692,974 | 705,654 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | 758,972 | 756,338 | ' | ' |
Accumulated earnings (deficit) | -56,898 | -50,541 | ' | ' |
Accumulated other comprehensive income (loss) | -9,100 | -143 | ' | ' |
Total stockholder's equity | 692,974 | 705,654 | ' | ' |
Total liabilities and stockholder's equity | 692,974 | 705,654 | ' | ' |
Subsidiary Issuer | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 21,712 | 12,346 | 14,118 | 11,304 |
Accounts receivable, net | 265,573 | 278,557 | ' | ' |
Inventories | 713,377 | 682,159 | ' | ' |
Assets held for sale | 910 | 7,151 | ' | ' |
Income tax receivable | 369 | 369 | ' | ' |
Other current assets | 24,495 | 28,299 | ' | ' |
Total current assets | 1,026,436 | 1,008,881 | ' | ' |
Property and equipment, net | 140,554 | 128,259 | ' | ' |
Goodwill and other intangible assets, net | 662,464 | 724,681 | ' | ' |
Investment in subsidiaries | 202,325 | 146,615 | ' | ' |
Other assets | 42,468 | 48,430 | ' | ' |
Total assets | 2,074,247 | 2,056,866 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 526,664 | 469,717 | ' | ' |
Accrued expenses | 43,200 | 38,524 | ' | ' |
Current maturities of long-term debt | 558 | 487 | ' | ' |
Intercompany payables | 84,251 | 82,420 | ' | ' |
Total current liabilities | 654,673 | 591,148 | ' | ' |
Long-term debt | 930,012 | 939,719 | ' | ' |
Deferred income taxes | 246,897 | 269,857 | ' | ' |
Other liabilities | 13,266 | 14,132 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Intercompany investment | 280,622 | 280,622 | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | 14,706 | 12,072 | ' | ' |
Accumulated earnings (deficit) | -56,829 | -50,541 | ' | ' |
Accumulated other comprehensive income (loss) | -9,100 | -143 | ' | ' |
Total stockholder's equity | 229,399 | 242,010 | ' | ' |
Total liabilities and stockholder's equity | 2,074,247 | 2,056,866 | ' | ' |
Guarantors Subsidiaries | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | 132 |
Accounts receivable, net | ' | 38 | ' | ' |
Intercompany receivables | 60,188 | 60,616 | ' | ' |
Other current assets | 4,877 | 4,899 | ' | ' |
Total current assets | 65,065 | 65,553 | ' | ' |
Property and equipment, net | 343 | 455 | ' | ' |
Goodwill and other intangible assets, net | 1,450 | 1,636 | ' | ' |
Other assets | 308 | 317 | ' | ' |
Total assets | 67,166 | 67,961 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 2,255 | 2,255 | ' | ' |
Accrued expenses | 48 | 126 | ' | ' |
Current maturities of long-term debt | 6 | 6 | ' | ' |
Intercompany payables | 1,110 | 1,290 | ' | ' |
Total current liabilities | 3,419 | 3,677 | ' | ' |
Long-term debt | 3 | 9 | ' | ' |
Deferred income taxes | 587 | 587 | ' | ' |
Other liabilities | 18 | 46 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Intercompany investment | 64,935 | 64,935 | ' | ' |
Common stock | ' | ' | ' | ' |
Accumulated earnings (deficit) | -1,796 | -1,293 | ' | ' |
Total stockholder's equity | 63,139 | 63,642 | ' | ' |
Total liabilities and stockholder's equity | 67,166 | 67,961 | ' | ' |
Non-Guarantor Subsidiaries | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Cash and cash equivalents | 14,048 | 13,605 | 861 | 535 |
Accounts receivable, net | 40,309 | 22,708 | ' | ' |
Inventories | 59,466 | 39,513 | ' | ' |
Intercompany receivables | 12,086 | ' | ' | ' |
Other current assets | 6,031 | 3,955 | ' | ' |
Total current assets | 131,940 | 79,781 | ' | ' |
Property and equipment, net | 6,959 | 1,168 | ' | ' |
Goodwill and other intangible assets, net | 135,121 | 76,932 | ' | ' |
Other assets | 645 | 1,204 | ' | ' |
Total assets | 274,665 | 159,085 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | 35,407 | 30,249 | ' | ' |
Accrued expenses | 4,475 | 6,266 | ' | ' |
Intercompany payables | 32,006 | 13,229 | ' | ' |
Total current liabilities | 71,888 | 49,744 | ' | ' |
Long-term debt | 36,421 | 10,983 | ' | ' |
Deferred income taxes | 23,092 | 14,901 | ' | ' |
Other liabilities | 4,078 | 484 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Intercompany investment | 166,041 | 97,454 | ' | ' |
Common stock | ' | ' | ' | ' |
Accumulated earnings (deficit) | -17,381 | -14,137 | ' | ' |
Accumulated other comprehensive income (loss) | -9,474 | -344 | ' | ' |
Total stockholder's equity | 139,186 | 82,973 | ' | ' |
Total liabilities and stockholder's equity | 274,665 | 159,085 | ' | ' |
Eliminations | ' | ' | ' | ' |
Current assets: | ' | ' | ' | ' |
Accounts receivable, net | -635 | ' | ' | ' |
Inventories | -110 | ' | ' | ' |
Intercompany receivables | -117,326 | -96,939 | ' | ' |
Total current assets | -118,071 | -96,939 | ' | ' |
Investment in subsidiaries | -431,655 | -388,625 | ' | ' |
Total assets | -549,726 | -485,564 | ' | ' |
Current liabilities: | ' | ' | ' | ' |
Accounts payable | -635 | ' | ' | ' |
Intercompany payables | -117,367 | -96,939 | ' | ' |
Total current liabilities | -118,002 | -96,939 | ' | ' |
Stockholder's equity: | ' | ' | ' | ' |
Intercompany investment | -511,598 | -443,011 | ' | ' |
Common stock | ' | ' | ' | ' |
Additional paid-in capital | -14,706 | -12,072 | ' | ' |
Accumulated earnings (deficit) | 76,006 | 65,971 | ' | ' |
Accumulated other comprehensive income (loss) | 18,574 | 487 | ' | ' |
Total stockholder's equity | -431,724 | -388,625 | ' | ' |
Total liabilities and stockholder's equity | ($549,726) | ($485,564) | ' | ' |
Condensed_Consolidating_Statem
Condensed Consolidating Statements of Comprehensive Income (Loss) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' |
Net sales | $3,839,269 | $3,455,864 | $3,050,240 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 3,188,409 | 2,887,421 | 2,535,020 |
Selling, general and administrative expenses | 574,987 | 506,408 | 437,110 |
Transaction expenses | 6,719 | 5,246 | 3,946 |
Operating income (loss) | 69,154 | 56,789 | 74,164 |
Other (expense) income: | ' | ' | ' |
Interest expense | -74,284 | -72,918 | -67,580 |
Other, net | -5,172 | -3,895 | -2,110 |
Income (loss) from operations before income taxes | -10,302 | -20,024 | 4,474 |
Income tax provision (benefit) | -3,945 | -5,678 | 4,357 |
Net income (loss) | -6,357 | -14,346 | 117 |
Comprehensive income (loss) | -15,314 | -14,552 | -41 |
Parent Company | ' | ' | ' |
Other (expense) income: | ' | ' | ' |
Equity earnings of subsidiaries | -6,357 | -14,346 | 117 |
Income (loss) from operations before income taxes | -6,357 | -14,346 | 117 |
Net income (loss) | -6,357 | -14,346 | 117 |
Comprehensive income (loss) | -15,314 | -14,552 | -41 |
Subsidiary Issuer | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' |
Net sales | 3,496,781 | 3,445,419 | 3,052,718 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 2,907,138 | 2,873,576 | 2,534,697 |
Selling, general and administrative expenses | 512,047 | 493,898 | 430,095 |
Transaction expenses | 5,377 | 5,246 | 3,946 |
Operating income (loss) | 72,219 | 72,699 | 83,980 |
Other (expense) income: | ' | ' | ' |
Interest expense | -72,456 | -72,857 | -67,580 |
Other, net | -3,797 | -3,871 | -2,109 |
Equity earnings of subsidiaries | -3,747 | -11,293 | -255 |
Income (loss) from operations before income taxes | -7,781 | -15,322 | 14,036 |
Income tax provision (benefit) | -1,493 | -976 | 13,919 |
Net income (loss) | -6,288 | -14,346 | 117 |
Comprehensive income (loss) | -15,245 | -14,552 | -41 |
Guarantors Subsidiaries | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' |
Net sales | 3 | ' | 488 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | ' | ' | 282 |
Selling, general and administrative expenses | 770 | 994 | 906 |
Operating income (loss) | -767 | -994 | -700 |
Other (expense) income: | ' | ' | ' |
Interest expense | -33 | ' | ' |
Other, net | 2 | 6 | -1 |
Income (loss) from operations before income taxes | -798 | -988 | -701 |
Income tax provision (benefit) | -295 | -304 | -683 |
Net income (loss) | -503 | -684 | -18 |
Comprehensive income (loss) | -503 | -684 | -18 |
Non-Guarantor Subsidiaries | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' |
Net sales | 343,886 | 10,445 | -2,966 |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | 282,562 | 13,845 | 41 |
Selling, general and administrative expenses | 62,170 | 11,516 | 6,109 |
Transaction expenses | 1,342 | ' | ' |
Operating income (loss) | -2,188 | -14,916 | -9,116 |
Other (expense) income: | ' | ' | ' |
Interest expense | -1,795 | -61 | ' |
Other, net | -1,377 | -30 | ' |
Income (loss) from operations before income taxes | -5,360 | -15,007 | -9,116 |
Income tax provision (benefit) | -2,116 | -4,398 | -8,879 |
Net income (loss) | -3,244 | -10,609 | -237 |
Comprehensive income (loss) | -12,375 | -10,609 | -237 |
Eliminations | ' | ' | ' |
Condensed Financial Statements, Captions [Line Items] | ' | ' | ' |
Net sales | -1,401 | ' | ' |
Cost of goods sold, excluding depreciation included in selling, general and administrative expenses below | -1,291 | ' | ' |
Operating income (loss) | -110 | ' | ' |
Other (expense) income: | ' | ' | ' |
Equity earnings of subsidiaries | 10,104 | 25,639 | 138 |
Income (loss) from operations before income taxes | 9,994 | 25,639 | 138 |
Income tax provision (benefit) | -41 | ' | ' |
Net income (loss) | 10,035 | 25,639 | 138 |
Comprehensive income (loss) | $28,123 | $25,845 | $296 |
Condensed_Consolidating_Statem1
Condensed Consolidating Statements of Cash Flows (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 |
Cash flows from operating activities: | ' | ' | ' |
Net cash provided by (used in) operations | $109,731 | $10,026 | ($91,006) |
Cash flows from investing activities: | ' | ' | ' |
Acquisitions, net of cash acquired | -77,017 | -115,334 | -59,694 |
Purchase of property and equipment | -47,127 | -52,388 | -31,044 |
Purchase of assets held for sale | -2,239 | -3,939 | -2,993 |
Proceeds from sale of property and equipment | 197 | 102 | 79 |
Proceeds from disposal of assets held for sale | 7,751 | 3,738 | 1,403 |
Net cash provided by (used in) investing activities | -118,435 | -167,821 | -92,249 |
Cash flows from financing activities: | ' | ' | ' |
Borrowings from revolving credit facility | 2,973,584 | 3,333,642 | 2,760,364 |
Repayments of revolving credit facility | -2,955,576 | -3,217,298 | -2,577,380 |
Outstanding checks | 6,599 | -1,754 | 9,981 |
Payments of other long-term debt | -503 | -1,987 | -822 |
Equity contribution from TPG | ' | 60,000 | ' |
Payments of deferred financing costs | -1,106 | -3,779 | -5,880 |
Net cash provided by (used in) financing activities | 22,998 | 168,824 | 186,263 |
Effect of exchange rate changes on cash | -4,485 | -57 | ' |
Net increase (decrease) in cash and cash equivalents | 9,809 | 10,972 | 3,008 |
Cash and cash equivalents - beginning of period | 25,951 | 14,979 | 11,971 |
Cash and cash equivalents - end of period | 35,760 | 25,951 | 14,979 |
Parent Company | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' |
Net cash provided by (used in) operations | ' | -60,000 | ' |
Cash flows from financing activities: | ' | ' | ' |
Equity contribution from TPG | ' | 60,000 | ' |
Net cash provided by (used in) financing activities | ' | 60,000 | ' |
Subsidiary Issuer | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' |
Net cash provided by (used in) operations | 51,644 | 69,243 | -91,233 |
Cash flows from investing activities: | ' | ' | ' |
Acquisitions, net of cash acquired | -2,404 | -116,678 | -59,694 |
Purchase of property and equipment | -41,340 | -52,388 | -31,044 |
Purchase of assets held for sale | -2,239 | -3,939 | -2,975 |
Proceeds from sale of property and equipment | 136 | 96 | 72 |
Proceeds from disposal of assets held for sale | 7,751 | 3,738 | 1,403 |
Net cash provided by (used in) investing activities | -38,096 | -169,171 | -92,238 |
Cash flows from financing activities: | ' | ' | ' |
Borrowings from revolving credit facility | 2,863,844 | 3,322,159 | 2,760,364 |
Repayments of revolving credit facility | -2,873,531 | -3,216,797 | -2,577,380 |
Outstanding checks | 6,599 | -1,754 | 9,981 |
Payments of other long-term debt | -497 | -1,971 | -800 |
Payments of deferred financing costs | -597 | -3,481 | -5,880 |
Net cash provided by (used in) financing activities | -4,182 | 98,156 | 186,285 |
Net increase (decrease) in cash and cash equivalents | 9,366 | -1,772 | 2,814 |
Cash and cash equivalents - beginning of period | 12,346 | 14,118 | 11,304 |
Cash and cash equivalents - end of period | 21,712 | 12,346 | 14,118 |
Guarantors Subsidiaries | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' |
Net cash provided by (used in) operations | 2 | 16 | -99 |
Cash flows from investing activities: | ' | ' | ' |
Purchase of assets held for sale | ' | ' | -18 |
Proceeds from sale of property and equipment | 4 | ' | 7 |
Net cash provided by (used in) investing activities | 4 | ' | -11 |
Cash flows from financing activities: | ' | ' | ' |
Payments of other long-term debt | -6 | -16 | -22 |
Net cash provided by (used in) financing activities | -6 | -16 | -22 |
Net increase (decrease) in cash and cash equivalents | ' | ' | -132 |
Cash and cash equivalents - beginning of period | ' | ' | 132 |
Non-Guarantor Subsidiaries | ' | ' | ' |
Cash flows from operating activities: | ' | ' | ' |
Net cash provided by (used in) operations | 58,085 | 767 | 326 |
Cash flows from investing activities: | ' | ' | ' |
Acquisitions, net of cash acquired | -74,613 | 1,344 | ' |
Purchase of property and equipment | -5,787 | ' | ' |
Proceeds from sale of property and equipment | 57 | 6 | ' |
Net cash provided by (used in) investing activities | -80,343 | 1,350 | ' |
Cash flows from financing activities: | ' | ' | ' |
Borrowings from revolving credit facility | 109,740 | 11,483 | ' |
Repayments of revolving credit facility | -82,045 | -501 | ' |
Payments of deferred financing costs | -509 | -298 | ' |
Net cash provided by (used in) financing activities | 27,186 | 10,684 | ' |
Effect of exchange rate changes on cash | -4,485 | -57 | ' |
Net increase (decrease) in cash and cash equivalents | 443 | 12,744 | 326 |
Cash and cash equivalents - beginning of period | 13,605 | 861 | 535 |
Cash and cash equivalents - end of period | $14,048 | $13,605 | $861 |
Summary_of_Valuation_and_Quali
Summary of Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 28, 2013 | Dec. 29, 2012 | Dec. 31, 2011 | |||
Allowance for Doubtful Accounts | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Balance Beginning of Year | $950 | $696 | $340 | |||
Additions, Charged to Costs and Expenses | 1,795 | 1,996 | 1,911 | |||
Additions, Charged to Other Accounts | ' | ' | ' | |||
Deductions | -491 | [1] | -1,740 | [1] | -1,555 | [1] |
Currency Translation | -85 | -2 | ' | |||
Balance End of Year | 2,169 | 950 | 696 | |||
Acquisition exit cost reserves | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Balance Beginning of Year | 1,839 | [2] | 3,865 | [2] | 6,975 | [2] |
Additions, Charged to Costs and Expenses | 636 | [2] | 528 | [2] | -498 | [2] |
Additions, Charged to Other Accounts | ' | [2] | ' | [2] | ' | [2] |
Deductions | -1,094 | [2] | -2,549 | [2] | -2,612 | [2] |
Currency Translation | -171 | [2] | -5 | [2] | ' | |
Balance End of Year | 1,210 | [2] | 1,839 | [2] | 3,865 | [2] |
Inventory reserves | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Balance Beginning of Year | 410 | 514 | 192 | |||
Additions, Charged to Costs and Expenses | 611 | 419 | 480 | |||
Additions, Charged to Other Accounts | ' | ' | ' | |||
Deductions | -616 | -502 | -158 | |||
Currency Translation | -262 | -21 | ' | |||
Balance End of Year | 143 | 410 | 514 | |||
Sales returns and allowances | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Balance Beginning of Year | 2,167 | 1,982 | 29 | |||
Additions, Charged to Costs and Expenses | 1,485 | 2,224 | 2,996 | |||
Additions, Charged to Other Accounts | ' | ' | ' | |||
Deductions | -753 | -2,036 | -1,043 | |||
Currency Translation | -55 | -3 | ' | |||
Balance End of Year | 2,844 | 2,167 | 1,982 | |||
Valuation allowance on deferred tax assets | ' | ' | ' | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | |||
Balance Beginning of Year | 762 | 840 | 596 | |||
Additions, Charged to Costs and Expenses | ' | ' | 244 | |||
Additions, Charged to Other Accounts | ' | ' | ' | |||
Deductions | -12 | -78 | ' | |||
Balance End of Year | $750 | $762 | $840 | |||
[1] | Accounts written off during the year, net of recoveries. | |||||
[2] | Amounts represent facilities closing cost of acquired distribution centers due to existing distribution centers being located in close proximity to the acquired distribution facilities. |